PROSPECTUS

Dated: November 11, 2023

Please read Section 26 & 32 of the
Companies Act, 2013
100% Book Built Issue
(Please scan this QR Code to view the
Prospectus)

KALYANI CAST-TECH LIMITED

Corporate Identification Number: U26990DL2012PLC242760
Registered Office Contact Person Email and Telephone Website
B-144 Second Floor DDA Shed Phase-1, Mr. Pankaj Kumar Email Id:
Okhla Industrial Area Phase-1 New Delhi, Company Secretary and Compliance Officer [email protected] www.kalyanicasttech.com
South Delhi, Delhi - 110020, India. Tel No: 011-26444400
PROMOTERS OF THE COMPANY: MR. NARESH KUMAR, MR. JAVED ASLAM, MR. NATHMAL BANGANI,
MS. KAMALA KUMARI JAIN AND MS. MUSKAN BANGANI
DETAILS OF THE ISSUE
Type Fresh Issue Size OFS Size Total Issue Size Eligibility
(In ₹ Lakhs) (In ₹ Lakhs)
Fresh Issue 21,66,000 Nil ₹ 3,010.74 THIS ISSUE IS BEING MADE IN TERMS OF
amounting to REGULATION 229(1) OF CHAPTER IX OF THE SEBI
₹ 3,010.74 Lakhs (ICDR) REGULATIONS, 2018 AS AMENDED.

DETAILS OF OFFER FOR SALE, SELLING SHAREHOLDER AND THEIR AVERAGE COST OF ACQUISITION: NOT APPLICABLE
AS THE ENTIRE ISSUE CONSTITUTES FRESH ISSUE OF EQUITY SHARES
RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of the Equity Shares, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹10.00
each. The Issue Price is 13.9 times of the face value of the Equity Shares. The Issue Price is determined and justified by our Company in consultation with
the Book Running Lead Manager as stated in “Basis for Issue Price” on page 80 should not be taken to be indicative of the market price of the Equity
Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at
which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to
take the risk of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For
taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity
Shares in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the
accuracy or adequacy of the contents of the Prospectus. Specific attention of the investors is invited to the section “Risk Factors” beginning on page 28
of this Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to
our Company and the Issue, which is material in the context of the Issue, that the information contained in this Prospectus is true and correct in all material
aspects and is not misleading in any material respect, that opinions and intentions expressed herein are honestly held and that there are no other facts, the
omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any
material respect.
LISTING
The Equity Shares issued through this Prospectus are proposed to be listed on the SME Platform of BSE Limited in terms of the Chapter IX of the SEBI
(ICDR) Regulations, 2018 as amended from time to time. Our Company has received ‘In-Principle’ approval from BSE Limited for the listing of the
Equity Shares pursuant to letter dated October 18, 2023. For the purposes of the Issue, the Designated Stock Exchange shall be BSE Limited.
BOOK RUNNING LEAD MANAGER TO THE ISSUE
Name and Logo Contact Person Email & Telephone

Email: [email protected]
Ms. Neha Maiyan
Tel No.: +91 96532 49863

GRETEX CORPORATE SERVICES LIMITED

REGISTRAR TO THE ISSUE
Name and Logo Contact Person Email & Telephone

Email: [email protected]
Mr. Vinayak Morbale
Tel: +91 22 6263 8200
BIGSHARE SERVICES PRIVATE LIMITED
ISSUE PROGRAMME
ANCHOR PORTION ISSUE OPENED/CLOSED
ISSUE OPENED ON: ISSUE CLOSED ON:
ON:
WEDNESDAY, NOVEMBER 08, 2023 FRIDAY, NOVEMBER 10, 2023
TUESDAY, NOVEMBER 07, 2023
 PROSPECTUS
Dated: November 11, 2023
Please read Section 26 & 32 of the
Companies Act, 2013
100% Book Built Issue
(Please scan this QR Code to view the
Prospectus)

KALYANI CAST-TECH LIMITED

Corporate Identification Number: U26990DL2012PLC242760

Our Company was originally incorporated on September 26, 2012 as a Private Limited Company under the name and style of “Kalyani Cast-Tech Private Limited” under the provisions of Companies Act,
1956 with the Registrar of Companies, National Capital Territory of Delhi & Haryana vide CIN U26990DL2012PTC242760. Pursuant to shareholders’ resolution passed at Extra Ordinary General Meeting
held on April 29, 2022, our Company was converted into a Public Limited Company and the name of the Company was changed to Kalyani Cast-Tech Limited vide a fresh Certificate of Incorporation
vide CIN U26990DL2012PLC242760 dated June 03, 2022 issued by Registrar of Companies, Delhi. For further details, please refer to section titled “Our History and Certain Other Corporate Matters”
beginning on page 123 of this Prospectus.

Registered Office: B-144, Second Floor, DDA Shed Phase-1 Okhla Industrial Area, Phase-I, New Delhi, South Delhi, Delhi – 110020, India
Contact Person: Mr. Pankaj Kumar, Company Secretary and Compliance Officer. Email Id: [email protected], Tel No: 011 26444400; Website: www.kalyanicasttech.com
Promoters of our Company: Mr. Naresh Kumar, Mr. Javed Aslam, Mr. Nathmal Bangani, Ms. Kamala Kumari Jain and Ms. Muskan Bangani
DETAILS OF THE ISSUE
INITIAL PUBLIC ISSUE OF 21,66,000* EQUITY SHARES OF FACE VALUE OF ₹10.00 EACH (“EQUITY SHARES”) OF KALYANI CAST-TECH LIMITED (THE “COMPANY” OR THE
“ISSUER”) FOR CASH AT A PRICE OF ₹ 139.00 PER EQUITY SHARE INCLUDING A SHARE PREMIUM OF ₹ 129.00 PER EQUITY SHARE (THE “ISSUE PRICE”) AGGREGATING TO
₹ 3,010.74 LAKHS (“THE ISSUE”) OF WHICH 3,62,000* EQUITY SHARES AGGREGATING TO ₹ 503.18 LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER TO
THE ISSUE (THE “MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. NET ISSUE OF 18,04,000* EQUITY SHARES
AGGREGATING TO ₹ 2,507.56 LAKHS (THE “NET ISSUE”). THE ISSUE AND THE NET ISSUE WILL CONSTITUTE 30.17% AND 25.12% RESPECTIVELY OF THE POST ISSUE PAID-
UP EQUITY SHARE CAPITAL OF OUR COMPANY. THE PRICE BAND AND THE MINIMUM BID LOT WAS DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLM
AND ADVERTISED IN ALL EDITION OF FINANCIAL EXPRESS (A WIDELY CIRCULATED ENGLISH NATIONAL DAILY NEWSPAPER) AND ALL EDITION OF JANSATTA (A
WIDELY CIRCULATED HINDI NATIONAL & REGIONAL DAILY NEWSPAPER (HINDI BEING THE REGIONAL LANGUAGE OF DELHI WHERE OUR REGISTERED OFFICE IS
LOCATED), AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE AND WAS MADE AVAILABLE TO THE SME PLATFORM OF BSE (“BSE SME”) FOR THE
PURPOSES OF UPLOADING ON THEIR WEBSITE.
*Subject to finalization of Basis of Allotment.
The Issue was made through the Book Building Process, in terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 253 of the SEBI
ICDR Regulations, as amended, wherein (not more than 50 % of the Net Issue) was allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs”, the “QIB Portion”), provided that our
Company, in consultation with the Book Running Lead Manager, allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations
(“Anchor Investor Portion”), of which one-third was reserved for domestic Mutual Funds. In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares
shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion was made available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion
was available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids being received at or above the Issue Price. Further, (not less than 15% of the Net Issue)
was available for allocation on a proportionate basis to Non-Institutional Bidders and (not less than 35% of the Net Issue) was available for allocation to Retail Individual Bidders in accordance with
the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price. For details, see “Issue Procedure” beginning on page 205 of this Prospectus.
ELIGIBLE INVESTORS
For details in relation to Eligible Investors, please refer to section titled “Issue Procedure” beginning on page 205 of this Prospectus.
RISK IN RELATION TO THE FIRST ISSUE
This being the first public issue of the Equity Shares, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹10.00. and the Offer Price is 13.9 times of the face
value of the Equity Shares The Issue Price is determined by our Company, in consultation with the Book Running Lead Manager, on the basis of the assessment of market demand for the Equity Shares
by way of the Book Building Process, as stated under “Basis for Issue Price” on page 80 should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are
listed. No assurance can be given regarding an active or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in Equity and Equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their entire investment.
Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company
and the Issue including the risks involved. The Equity Shares issued in the Issue 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 Prospectus. Specific attention of the investors is invited to the section “Risk Factors” beginning on page 28 of this Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
The Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to the Company and the Issue, which is material in
the context of the Issue, that the information contained in this 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 Prospectus as a whole or any of such information or the expression of any such opinions or intentions,
misleading in any material respect.
LISTING
The Equity Shares issued through the Prospectus are proposed to be listed on the SME Platform of BSE Limited in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from
time to time. Our Company has received ‘in-principle’ approvals from BSE for the listing of the Equity Shares pursuant to letters dated October 18, 2023. For the purposes of the Issue, the Designated
Stock Exchange shall be BSE Limited.
BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

BIGSHARE SERVICES PRIVATE LIMITED

GRETEX CORPORATE SERVICES LIMITED
S6-2, 6th Pinnacle Business Park, Mahakali Caves Road, next to Ahura Centre, Andheri East,
A-401, Floor 4th, Plot FP-616, (PT), Naman Midtown, Senapati Bapat Marg, Near Indiabulls,
Mumbai- 400093, Maharashtra, India
Dadar (w), Delisle Road, Mumbai, Mumbai-400013, Maharashtra, India.
Tel No.: +91 – 22 – 6263 8200; Fax No.: +91 – 22 – 6263 8299
Tel No.: +91 96532 49863
E-mail: [email protected]
Email: [email protected]
Investor Grievance E-mail: [email protected]
Website: www.gretexcorporate.com
Website: www.bigshareonline.com
Contact Person: Ms. Neha Maiyan
Contact Person: Mr. Vinayak Morbale
SEBI Registration No: INM000012177
SEBI Registration No.: INR000001385
CIN: L74999MH2008PLC288128
CIN: U99999MH1994PTC076534
ISSUE PROGRAMME
ANCHOR PORTION ISSUE OPENED/CLOSED ON*: ISSUE OPENED ON: ISSUE CLOSED ON:
TUESDAY, NOVEMBER 07, 2023 WEDNESDAY, NOVEMBER 08, 2023 FRIDAY, NOVEMBER 10, 2023
*The Company in consultation with the Book Running Lead Manager, considered participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Issue Period
was opened one Working Day prior to the Bid/Issue Opening Date.

1
 TABLE OF CONTENTS

SECTION I: GENERAL ................................................................................................................................................. 3

DEFINITIONS AND ABBREVIATIONS ........................................................................................................................ 3
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND CURRENCY OF
FINANCIAL PRESENTATION ..................................................................................................................................... 20
FORWARD LOOKING STATEMENTS ....................................................................................................................... 22

SECTION II: SUMMARY OF ISSUE DOCUMENT ................................................................................................ 24

SECTION III: RISK FACTORS .................................................................................................................................. 28

SECTION IV: INTRODUCTION ................................................................................................................................ 46

THE ISSUE ..................................................................................................................................................................... 46
SUMMARY OF FINANCIAL STATEMENTS ............................................................................................................. 48

SECTION V: GENERAL INFORMATION ............................................................................................................... 52

SECTION VI: CAPITAL STRUCTURE .................................................................................................................... 63

SECTION VII: PARTICULARS OF THE ISSUE ..................................................................................................... 74

OBJECTS OF THE ISSUE ............................................................................................................................................. 74
BASIS FOR ISSUE PRICE ............................................................................................................................................. 80
STATEMENT OF SPECIAL TAX BENEFITS .............................................................................................................. 86

SECTION VIII: ABOUT THE ISSUER COMPANY ................................................................................................ 90

OUR INDUSTRY ............................................................................................................................................................ 90
OUR BUSINESS ........................................................................................................................................................... 101
KEY INDUSTRY REGULATIONS AND POLICIES ................................................................................................. 114
OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS ...................................................................... 123
OUR MANAGEMENT ................................................................................................................................................. 127
OUR PROMOTERS AND PROMOTER GROUP ....................................................................................................... 147
OUR GROUP COMPANIES ........................................................................................................................................ 154
RELATED PARTY TRANSACTIONS ........................................................................................................................ 155
DIVIDEND POLICY .................................................................................................................................................... 156

SECTION IX: FINANCIAL INFORMATION ........................................................................................................ 157

FINANCIAL STATEMENTS AS RESTATED............................................................................................................ 157
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .............................................................................................................................................................. 158
STATEMENT OF FINANCIAL INDEBTEDNESS .................................................................................................... 173

SECTION X: LEGAL AND OTHER INFORMATION .......................................................................................... 175

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ................................................................. 175
GOVERNMENT AND OTHER STATUTORY APPROVALS ................................................................................... 180
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................ 183

SECTION XI: ISSUE RELATED INFORMATION ............................................................................................... 193

TERMS OF THE ISSUE ............................................................................................................................................... 193
ISSUE STRUCTURE .................................................................................................................................................... 201
ISSUE PROCEDURE ................................................................................................................................................... 205
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ............................................................. 235

SECTION XII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION ........................................................ 238

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ...................................................................... 283
DECLARATION ........................................................................................................................................................... 285

2
 SECTION I: GENERAL

DEFINITIONS AND ABBREVIATIONS

This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, shall
have the meaning as provided below. References to any legislation, act, regulation, rules, guidelines, or policies shall be
to such legislation, act, regulation, rules, guidelines, or policies, as amended, supplemented or re-enacted from time to
time and any reference to a statutory provision shall include any subordinate legislation made from time to time under
that provision.

The words and expressions used in this Prospectus but not defined herein shall have, to the extent applicable, the meaning
ascribed to such terms under the Companies Act, the SEBI (ICDR) Regulations, the SCRA, the Listing Regulations, the
Depositories Act or the Rules and Regulations made thereunder.

Notwithstanding the foregoing, terms used in of the sections “Statement of Possible Tax Benefits”, “Financial
Statements as Restated”, “Main Provisions of Articles of Association”, “Basis for Issue Price”, “Our History and
Certain Corporate Matters”, “Other Regulatory and Statutory Disclosures” and “Outstanding Litigations and
Material Developments” on pages 86, 157, 238, 80, 123, 183 and 175 respectively, shall have the meaning ascribed to
such terms in the relevant section.

GENERAL TERMS

Term Description
“Kalyani Cast-Tech Limited” or Unless the context otherwise indicates or implies, refers to Kalyani Cast-Tech
“Kalyani” or “We” or “us” or Limited, a Public Limited Company incorporated as a Private Limited company
“Our Company” or “the Issuer” under the Companies Act, 1956 and having its Registered Office at B-144 Second
Floor, DDA Shed Phase-1, Okhla Industrial Area, Phase-I New Delhi, South Delhi
Delhi-110020 India.
“you”, “your” or “yours” Prospective investors in this Issue

COMPANY RELATED TERMS

Term Description
AOA / Articles / Articles of Unless the context otherwise requires, refers to the Articles of Association of Kalyani
Association Cast-Tech Limited, as amended from time to time.
Audit Committee Audit Committee of our Company constituted in accordance Section 177 of the
Companies Act, 2013 and as described in the chapter titled “Our Management”
beginning on page 127 of this Prospectus.
Auditor of our Company / The Statutory Auditors of our Company, being M/s. Goel Mintri and Associates
Statutory Auditor Chartered Accountants holding a valid peer review certificate as mentioned in the
section titled “General Information” beginning on page 52 of this Prospectus.
Banker to our Company HDFC Bank Limited as disclosed in the section titled “General Information”
beginning on page 52 of this Prospectus.
Board / Board of Directors / The Board of Directors of our Company, including all duly constituted Committees
Our Board thereof. For further details of our directors, please refer to chapter titled “Our
Management” beginning on page 127 of this Prospectus.
CIN / Corporate Identification U26990DL2012PLC242760
Number
Chief Financial Officer / CFO The Chief Financial Officer of our Company as mentioned in the chapter titled
“General Information” beginning on page 52 of this Prospectus.
Company Secretary & The Company Secretary and Compliance Officer of our Company as mentioned in
Compliance Officer the chapter titled “General Information” beginning on page 52 of this Prospectus.
Director(s) / our directors Director(s) of our company unless otherwise specified
Depositories Act The Depositories Act, 1996, as amended from time to time
Depositories National Securities Depository Limited (NSDL) and Central Depository Services
(India) Limited (CDSL).
Equity Shares / Shares The equity shares of our Company of face value of ₹10.00 each unless otherwise
specified in the context thereof.
Equity Shareholders / Persons / Entities holding Equity Shares of the Company
Shareholders
Executive Directors An Executive Director of our Company, as appointed from time to time

3
Term Description
Financial Statements as The financial information of the Company which comprises of the Restated Statement
Restated of Assets and Liabilities for the period ended on June 30, 2023 and for the Financial
Years ended on March 31, 2023, March 31, 2022 and 2021, the Restated Statement
of Profit and Loss and the Restated Cash Flow Statement for the period ended on
June 30, 2023 and for the Financial Years ended on March 31, 2023, March 31, 2022
and 2021, and the related notes, schedules and annexures thereto included in this
Prospectus, which have been prepared in accordance with the Companies Act, Indian
GAAP, and restated in accordance with the SEBI ICDR Regulations.
Fugitive economic offender Shall mean an individual who is declared a fugitive economic offender under section
12 of the Fugitive Economic Offenders Act, 2018 (17 of 2018).
Group Companies / Entities Such companies / entities as covered under the applicable accounting standards and
such other companies as considered material by the Board. For details of our Group
Companies / entities, please refer “Our Group Companies” on page 154 of this
Prospectus.
HNI High Net worth Individual
HUF Hindu Undivided Family
IBC The Insolvency and Bankruptcy Code, 2016
Indian GAAP Generally Accepted Accounting Principles in India.
Independent Directors Independent directors on the Board, and eligible to be appointed as an independent
director under the provisions of Companies Act and SEBI Listing Regulations. For
details of the Independent Directors, please refer chapter titled “Our Management”
beginning on page 127 of this Prospectus.
ISIN International Securities Identification Number, being INE0N6U01018
IT Act The Income Tax Act, 1961 as amended till date.
JV/ Joint Venture A commercial enterprise undertaken jointly by two or more parties which otherwise
retain their distinct identities.
Key Management Personnel / Key Managerial Personnel of our Company in terms of the Companies Act, 2013 and
KMP Regulation 2(1) (bb) of the SEBI (ICDR) Regulations 2018 and Section 2(51) of the
Companies Act, 2013. For details, see section entitled “Our Management” beginning
on page 127 of this Prospectus.
Key Performance Indicators / Key factors that determine the performance of our Company
KPI
LLP Limited Liability Partnership incorporated under Limited Liability Partnership Act,
2008.
MD or Managing Director The Managing Director of our Company is Mr. Naresh Kumar.
Materiality Policy The policy on identification of Group Companies, Material Creditors and Material
Litigation, adopted by our Board on October 17, 2022, in accordance with the
requirements of the SEBI (ICDR) Regulations.
MoA / Memorandum The Memorandum of Association of our Company, as amended from time to time
of Association
Non-Executive Director The Non-Executive Directors (other than the Independent Directors) of our Company
in terms of the Companies Act, and the rules thereunder. For details, see section titled
“Our Management” on page 127 of this Prospectus.
NRIs/ Non-Resident Indians A person resident outside India, as defined under Foreign Exchange Management Act
1999 and who is a citizen of India or a Person of Indian Origin under Foreign
Exchange Management (Transfer or Issue of Security by a Person Resident Outside
India) Regulations, 2000.
Nomination & Remuneration The Nomination and Remuneration Committee of our Company constituted in
Committee accordance with Section 178 of the Companies Act, 2013, as disclosed in the chapter
titled “Our Management” beginning on page 127 of this Prospectus.
Promoter(s) / Core Promoter The promoters of our Company being Mr. Naresh Kumar, Mr. Javed Aslam, Mr.
Nathmal Bangani, Ms. Kamala Kumari Jain and Ms. Muskan Bangani, for further
details, please refer to chapter titled “Our Promoters and Promoter Group” on page
147 of this Prospectus.
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 147 of this Prospectus.
Registered Office The Registered Office of our Company situated at B-144 Second Floor, DDA Shed
Phase-1, Okhla Industrial Area, Phase-I, New Delhi, South Delhi, Delhi-110020
India.

4
Term Description
RoC / Registrar of Companies Registrar of Companies, Delhi & Haryana situated at Registrar of Companies, 4th
Floor, IFCI Tower, 61, Nehru Place, New Delhi-110019.
Senior Management The officers and personnel of the issuer who are members of its core management
team, excluding the Board of Directors, and shall also comprise all the members of
the management one level below the Chief Executive Officer or Managing Director
or Whole Time Director or Manager (including Chief Executive Officer and
Manager, in case they are not part of the Board of Directors) and shall specifically
include the functional heads, by whatever name called and the Company Secretary
and the Chief Financial Officer.
Stakeholders’ Relationship The Stakeholder’s Relationship Committee of our Company constituted in
Committee accordance with Section 178 of Companies Act, 2013 and as described under the
chapter titled “Our Management” beginning on page 127 of this Prospectus.
Stock Exchange Unless the context requires otherwise, refers to, the SME Platform of BSE Limited

ISSUE RELATED TERMS

Term Description
Abridged Prospectus Abridged Prospectus to be issued under Regulation 255 of SEBI ICDR Regulations
and appended to the Application Form.
Acknowledgement Slip The slip or document issued by the Designated Intermediary to an Applicant as proof
of having accepted the Application Form.
Allocation / Allocation of Unless the context otherwise requires, the allotment of the Equity Shares pursuant to
Equity Shares the Issue.
Allot / Allotment / Allotted Unless the context otherwise requires, allotment of the Equity Shares pursuant to the
Issue of Equity Shares to the successful Applicants.
Allottee(s) A successful Applicant(s) to whom the Equity Shares are being / have been allotted
Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations and the Red
Herring Prospectus and who has Bid for an amount of at least ₹ 200.00 Lakhs.
Anchor Investor Allocation The price at which Equity Shares were allocated to the Anchor Investors in terms of
Price the Red Herring Prospectus and the Prospectus, which was decided by our Company
in consultation with the Book Running Lead Managers during the Anchor Investor Bid/
Issue Period.
Anchor Investor Application The application form used by an Anchor Investor to make a Bid in the Anchor Investor
Form Portion, and which has been considered as an application for Allotment in terms of the
Red Herring Prospectus and Prospectus.
Anchor Investor Bid/ Issue One Working Day prior to the Bid/ Issue Opening Date, on which Bids by Anchor
Period Investors was submitted and allocation to the Anchor Investors was completed.
Anchor Investor Issue Price The final price at which the Equity Shares is Allotted to the Anchor Investors in terms
of the Red Herring Prospectus and the Prospectus, which price will be equal to or
higher than the Issue Price but not higher than the Cap Price. The Anchor Investor Issue
Price was decided by our Company, in consultation with the Book Running Lead
Manager.
Anchor Investor Portion 60% of the QIB Portion which has been allocated by our Company, in consultation
with the Book Running Lead Manager, to the Anchor Investors on a discretionary basis
in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor
Portion was reserved for domestic Mutual Funds, subject to valid Bids being received
from domestic Mutual Funds at or above the Anchor Investor Allocation Price, in
accordance with the SEBI ICDR Regulations.
Applicant / Investor Any prospective investor who makes an application pursuant to the terms of the
Prospectus and the Application Form.
Application An indication to make an application during the Issue Period by an Applicant, pursuant
to submission of Application Form, to subscribe for or purchase our Equity Shares at
the Issue Price including all revisions and modifications thereto, to the extent
permissible under the SEBI (ICDR) Regulations.
Application Form The Form in terms of which the applicant shall apply for the Equity Shares of the
Company.
Application Supported by An application whether physical or electronic, used by ASBA Applicant to make an
Blocked Amount / ASBA application authorizing an SCSB to block the Application Amount in the specified
Bank Account maintained with such SCSB and will include amounts blocked by RIIs
using the UPI mechanism.

5
Term Description
ASBA Account A bank account maintained with an SCSB and specified in the Application Form
submitted by the Applicants or the account of the RII Applicants blocked upon
acceptance of UPI Mandate Request by RIIs using the UPI mechanism, to the extent
of the Application Amount specified by the Applicant.
ASBA Applicant(s) Any prospective investors in the Issue who intend to submit the Application through
the ASBA process
ASBA Application / An application form, whether physical or electronic, used by ASBA Applicants which
Application is considered as the application for Allotment in terms of the Prospectus.
Bankers to the Company Such banks which are disclosed as Bankers to our Company in the chapter titled titled
“General Information” on page no. 52 of this Prospectus.
Bankers to the Issue / Refund The banks which are Clearing Members and registered with SEBI as Banker to an Issue
Banker with whom the Escrow Agreement is entered and in this case being ICICI Bank
Limited.
Bankers to the Issue Agreement Bank which is a clearing member and registered with SEBI as Banker to the Issue and
with whom the Public Issue Account has been opened, in this case being October 18,
2023.
Basis of Allotment The basis on which the Equity Shares will be Allotted to successful Applicants under
the Issue, described in “Issue Procedure” on page 205 of this Prospectus.
Bid An indication to make an Issue during the Bid/ Issue Period by a Bidder (other than an
Anchor Investor) pursuant to submission of the ASBA Form, or during the Anchor
Investor Bid/ Issue Period by an Anchor Investor, pursuant to submission of the Anchor
Investor Application Form, to subscribe to or purchase the Equity Shares at a price
within the Price Band, including all revisions and modifications thereto as permitted
under the SEBI ICDR Regulations and in terms of the Red Herring Prospectus and the
Bid cum Application Form. The term “Bidding” shall be construed accordingly.
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and in
the case of Retail Individual Bidders Bidding at Cut Off Price, the Cap Price multiplied
by the number of Equity Shares Bid for by such Retail Individual Bidder and mentioned
in the Bid cum Application Form and payable by the Retail Individual Bidder or
blocked in the ASBA Account upon submission of the Bid in the Issue.
Bid/ Issue Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which
the Syndicate, the Designated Branches and the Registered Brokers shall not accept the
Bids, which was notified in all edition of financial express (a widely circulated english
national daily newspaper) and all edition of jansatta (a widely circulated hindi national
& regional daily newspaper (hindi being the regional language of delhi where our
registered office is located), and in case of any revision, the extended Bid/ Issue closing
Date also to be notified on the website and terminals of the Syndicate, SCSB’s and
Sponsor Bank, as required under the SEBI ICDR Regulations.
Bid/ Issue Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which
the Syndicate, the Designated Branches and the Registered Brokers shall start
accepting Bids, which was notified in all edition of financial express (a widely
circulated english national daily newspaper) and all edition of jansatta (a widely
circulated hindi national & regional daily newspaper (hindi being the regional language
of delhi where our registered office is located), and in case of any revision, the extended
Bid/ Issue Opening Date also to be notified on the website and terminals of the
Syndicate and SCSBs, as required under the SEBI ICDR Regulations.
Bid/ Issue Period Except in relation to any Bids received from the Anchor Investors, the period between
the Bid/ Issue Opening Date and the Bid/ Issue Closing Date or the QIB Bid/ Issue
Closing Date, as the case may be, inclusive of both days, during which Bidders can
submit their Bids, including any revisions thereof. Provided however that the Bidding/
Issue Period was kept open for a minimum of three Working Days for all categories of
Bidders.
Bidder/ Applicant Any prospective investor who makes a bid pursuant to the terms of the Red Herring
Prospectus and the Bid-Cum-Application Form and unless otherwise stated or implied,
which includes an ASBA Bidder and an Anchor Investor.
Bidding The process of making a Bid.
Book Building Process/ Book Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR
Building Method Regulations, in terms of which the Issue is being made.
BRLM / Book Running Lead Book Running Lead Manager to the Issue in this case being Gretex Corporate Services
Manager Limited, SEBI Registered Category I Merchant Banker.

6
Term Description
Bidding/ Collection Centers Centers at which the Designated intermediaries accepted the ASBA Forms, i.e.,
Designated SCSB Branches for SCSBs, specified locations for syndicates, broker
centers for registered brokers, designated RTA Locations for RTAs, and designated
CDP locations for CDPs.
Broker Centers Broker centers notified by the Stock Exchanges, where the Applicants can submit the
Application Forms to a Registered Broker. The details of such broker centers, along
with the name and contact details of the Registered Brokers, are available on the
website of the BSE Limited on the following link- www.bseindia.com
BSE SME SME Platform of BSE Limited
Business Day Monday to Friday (except public holidays)
CAN / Confirmation of Confirmation of Allocation Note / the note or advice or intimation of Allotment, sent
Allocation Note to each successful Applicant who has been or is to be Allotted the Equity Shares after
approval of the Basis of Allotment by the Designated Stock Exchange.
Cap Price The higher end of the price band above which the Issue Price will not be finalized and
above which no Bids (or a revision thereof) will be accepted.
Circular’s on Streamlining of Circular (CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015 amended by
Public Issues circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, circular
(SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019, circular
(SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, circular
(SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019 and circular
(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019 and any subsequent
circulars issued by SEBI in this regard.
Client ID Client identification number of the Applicant’s beneficiary account
Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with
Participant or CDP SEBI and who is eligible to procure Application Forms at the Designated CDP
Locations in terms of circular no. GR/CFD/POLICYCELL/11/2015 dated November
10, 2015, issued by SEBI.
Collecting Registrar and Share Registrar to an Issue and share transfer agents registered with SEBI and eligible to
Transfer Agent procure Bids at the Designated RTA Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI.
Controlling Branches / Such branches of the SCSBs which co-ordinate Application Forms by the ASBA
Controlling Branches of the Applicants with the Registrar to the Issue and Stock Exchanges and a list of which is
SCSBs. available at http://www.sebi.gov.in or at such other website as may be prescribed by
SEBI from time to time.
Cut Off Price The Issue Price, which is price within the Price band as finalized by our Company in
consultation with the BRLM. Only Retail Individual Investors are entitled to Bid at the
Cut-off Price. QIBs (including Anchor Investor) and Non-Institutional Investors are
not entitled to Bid at the Cut-off Price.
Demographic Details The demographic details of the Applicants such as their Address, PAN, Occupation
and Bank Account details and UPI ID wherever applicable.
Depository / Depositories A depository registered with SEBI under the SEBI (Depositories and Participants)
Regulations, 1996
Depository Participant / DP A depository participant as defined under the Depositories Act
Designated CDP Locations Such locations of the CDPs where Applicants can submit the Application Forms to
Collecting Depository Participants. The details of such Designated CDP Locations,
along with names and contact details of the Collecting Depository Participants eligible
to accept Application Forms are available on the website of the Stock Exchange
(www.bseindia.com).
Designated Date The date on which relevant amounts are transferred from the ASBA Accounts to the
Public Issue Account or the Refund Account, as the case may be, and the instructions
are issued to the SCSBs (in case of RIIs using UPI Mechanism, instruction issued
through the Sponsor Bank) for the transfer of amounts blocked by the SCSBs in the
ASBA Accounts to the Public Issue Account or the Refund Account, as the case may
be, in terms of the Prospectus following which Equity Shares will be Allotted in the
Issue.
Designated Intermediaries / In relation to ASBA Forms submitted by RIIs 77g an SCSB to block the Application
Collecting Agent Amount in the ASBA Account, Designated Intermediaries shall mean SCSBs. In
relation to ASBA Forms submitted by RIIs where the Application Amount will be
blocked upon acceptance of UPI Mandate Request by such RII using the UPI
Mechanism, Designated Intermediaries shall mean syndicate members, sub-syndicate
members, Registered Brokers, CDPs and RTAs. In relation to ASBA Forms submitted

7
Term Description
by QIBs and NIBs, Designated Intermediaries shall mean SCSBs, syndicate members,
sub-syndicate members, Registered Brokers, CDPs and RTAs.
Designated Market Maker / In our case, Gretex Share Broking Limited having its registered office at A-401, Floor
Market Maker 4th, Plot FP-616, (PT), Naman Midtown, Senapati Bapat Marg, Near Indiabulls, Dadar
(w), Delisle Road, Mumbai, Mumbai-400013, Maharashtra, India.
Designated RTA Locations Such locations of the RTAs where Applicants can submit the Application Forms to
RTAs. The details of such Designated RTA Locations, along with names and contact
details of the RTAs eligible to accept Application Forms are available on the website
of the Stock Exchange (www.bseindia.com).
Designated SCSB Branches Such branches of the SCSBs which collected the Application Forms, a list of which is
available on the website of SEBI at http://www.sebi.gov.in/ or at such other website as
may be prescribed by SEBI from time to time.
Designated Stock Exchange / BSE Limited
Stock Exchange
Draft Red Herring Prospectus The Draft Red Herring Prospectus dated August 14, 2023, filed with the BSE Limited
in accordance with the SEBI ICDR Regulations.
DP Depository Participant
DP ID Depository Participant’s Identity number
Eligible NRI NRI eligible to invest under the FEMA Regulations, from jurisdictions outside India
where it is not unlawful to make an application or invitation to participate in the Issue
and in relation to whom the Application Form and the Prospectus will constitute an
invitation to subscribe for Equity Shares and who have opened dematerialized accounts
with SEBI registered qualified depository participants.
Eligible QFIs QFIs from such jurisdictions outside India where it is not unlawful to make an issue or
invitation under the Issue and in relation to whom the Prospectus constitutes an
invitation to purchase the Equity shares issued thereby and who have opened Demat
accounts with SEBI registered qualified depositary participants.
Escrow Account(s) Account(s) opened with the Banker(s) to the Issue pursuant to Escrow and Sponsor
Bank Agreement.
Escrow and Sponsor Bank Agreement dated October 18, 2023 entered into amongst the Company, Book Running
Agreement Lead Manager, the Registrar, the Banker to the Issue and Sponsor bank to receive
monies from the Applicants through the SCSBs Bank Account on the Designated Date
in the Public Issue Account.
FII / Foreign Institutional Foreign Institutional Investor (as defined under SEBI (Foreign Institutional Investors)
Investors Regulations, 1995, as amended) registered with SEBI under applicable laws in India.
First / Sole Applicant Applicant whose name was mentioned in the Application Form or the Revision Form
and in case of joint Bids, whose name shall also appear as the first holder of the
beneficiary account held in joint names.
Fresh Issue Fresh Issue of 21,66,000* Equity Shares of face value ₹10.00 each of Kalyani Cast-
Tech Limited for cash at a price of ₹ 139.00 per Equity Shares (including premium of
₹ 129.00 per Equity Shares) aggregating ₹ 3,010.74 Lakhs, by our Company.
*Subject to finalization of Basis of Allotment.
Floor Price The lower end of the Price Band, subject to any revision(s) thereto, at or above which
the Issue Price and the Anchor Investor Issue Price will be 139.00 and below which no
Bids were accepted.
Foreign Venture Capital Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign
Investors Venture Capital Investor) Regulations, 2000.
FPI/ Foreign Portfolio Investor A Foreign Portfolio Investor who has been registered pursuant to the of Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, provided
that any FII or QFI who holds a valid certificate of registration shall be deemed to be
a foreign portfolio investor till the expiry of the block of three years for which fees
have been paid as per the SEBI (Foreign Institutional Investors) Regulations, 1995, as
amended.
Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of
Fugitive Economic Offenders Act, 2018.
General Corporate Include such identified purposes for which no specific amount is allocated or any
Purposes amount so specified towards general corporate purpose or any such purpose by
whatever name called, in the offer document. Provided that any issue related expenses
shall not be considered as a part of general corporate purpose merely because no
specific amount has been allocated for such expenses in the offer document.

8
Term Description
General Information Document The General Information Document for investing in public issues prepared and issued
in accordance with the circular (CIR/CFD/DIL/12/2013) page October 23, 2013,
notified by SEBI and updated pursuant to the circular
(CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015, the circular
(CIR/CFD/DIL/1/2016) dated January 1, 2016 and
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016, circular
(SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, circular no.
(SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019, circular no.
(SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, circular no.
(SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019 and circular
(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, issued by SEBI.
The General Information Document is available on the websites of the Stock
Exchanges and the BRLM.
Issue / Public Issue / Issue size / Public Issue of 21,66,000 Equity Shares of face value ₹10.00 each of Kalyani Cast-
Initial Public Offer / Initial Tech Limited for cash at a price of ₹ 139.00 per Equity Shares (including premium of
Public Offering / IPO / Present per ₹ 129.00] Equity Shares) aggregating ₹ 3,010.74 Lakh by our Company.
Issue
Issue Agreement The agreement dated July 18, 2023, and the addendum dated October 30, 2023 entered
into between our Company and the Book Running Lead Manager, pursuant to which
certain arrangements are agreed to in relation to the Issue.
Issue Closing Date The date on which the Issue closes for subscription
Issue Opening Date The date on which the Issue opens for subscription
Issue Period The period between the Issue Opening Date and the Issue Closing Date, inclusive of
both days during which prospective bidders can submit their applications, including
any revisions thereof
Issue Price The Final Price at which Equity Shares will be allotted to ASBA Bidders in terms of
the Prospectus. The Equity Shares will be allotted to Anchor Investors at Anchor
Investor Issue Price in terms of the Red Herring Prospectus and Prospectus. The Issue
Price will be decided by our Company in consultation with the BRLM on the pricing
date in accordance with the Book Building Process and the Prospectus
Issue Proceeds The proceeds of the Issue as stipulated by the Company. For further information about
use of the Issue Proceeds please see the chapter titled “Objects of the Issue” beginning
on page 74 of this Prospectus
Listing Agreement Unless the context specifies otherwise, this means the Equity Listing Agreement to be
signed between our Company and the BSE Limited.
Lot Size The Market lot and Trading lot for the Equity Share is 1,000 and in multiples of 1,000
thereafter; subject to a minimum allotment of 1,000 Equity Shares to the successful
applicants.
Market Making Agreement Market Making Agreement dated July 18, 2023 and the addendum to Market Maker
Agreement dated October 30, 2023, between our Company, the Book Running Lead
Manager and Market Maker.
Market Maker Reservation 3,62,000 Equity Shares of ₹10.00 each at ₹ 139.00 per Equity Share (including
Portion premium of ₹ 129.00 per Equity Share) aggregating to ₹ 503.18 Lakh reserved for
subscription by the Market Maker.
Mobile App(s) The mobile applications listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmI
d=40 or such other website as may be updated from time to time, which may be used
by RIIs to submit Applications using the UPI Mechanism
Minimum Promoters’ Aggregate of 20% of the fully diluted Post- Issue Equity Share capital of our Company
Contribution held by our Promoters which shall be provided towards minimum promoter’s of 20%
and locked-in for a period of three years from the date of Allotment.
Mutual Fund A Mutual Fund registered with SEBI under the SEBI (Mutual Funds) Regulations,
1996, as amended.
Mutual Fund Portion Five percent of the Net QIB Portion, or 18,000 Equity Shares, which was available for
allocation to Mutual Funds only on a proportionate basis, subject to valid Bids being
received at or above the Issue Price.
Net Issue The Issue excluding the Market Maker Reservation Portion of 18,04,000* Equity
Shares of face value of ₹ 10.00 each fully paid up for cash at a price of ₹ 139.00 per
Equity Share (including premium of ₹ 129.00 per Equity Share) aggregating ₹
2,507.56 Lakh by our Company.
* Subject to finalization of the Basis of Allotment

9
Term Description
Net Proceeds Proceeds of the Issue that will be available to our Company, which shall be the gross
proceeds of the Issue less the Issue expenses.
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allocated to the
Anchor Investors.
Non-Institutional Investors / All Applicants, including Category III FPIs that are not QIBs or Retail Individual
NIIs Investors who have made Application for Equity Shares for an amount of more than ₹
2.00 Lakh (but not including NRIs other than Eligible NRIs).
Non-Resident A person resident outside India, as defined under FEMA Regulations
Non-Resident Indian / NRI A person resident outside India, who is a citizen of India, or a Person of Indian Origin
as defined under FEMA Regulations, as amended
Other Investor Investors other than Retail Individual Investors. These include individual applicants
other than retail individual investors and other investors including corporate bodies or
institutions irrespective of the number of specified securities applied for.
OCB / Overseas Corporate Overseas Corporate Body means and includes an entity defined in clause (xi) of
Body Regulation 2 of the Foreign Exchange Management (Withdrawal of General
Permission to Overseas Corporate Bodies (OCB’s) Regulations 2003 and which was
in existence on the date of the commencement of these Regulations and immediately
prior to such commencement was eligible to undertake transactions pursuant to the
general permission granted under the Regulations. OCBs are not allowed to invest in
this Issue
Pay-in-Period The period commencing on the Bid/Issue Opening date and extended till the closure of
the Anchor Investor Pay-in-Date.
Payment through electronic Payment through NECS, NEFT or Direct Credit, as applicable.
transfer of funds
Person or Persons Any individual, sole proprietorship, unincorporated association, unincorporated
organization, body corporate, corporation, Company, partnership, limited liability
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.
Price Band Price Band of a minimum price (Floor Price) of ₹ 137.00 and the maximum price (Cap
Price) of ₹ 139.00 and includes revisions thereof. The Price Band has been decided by
our Company in consultation with the BRLM and advertised in two national daily
newspapers (one each in English and in Hindi) with wide circulation and one daily
regional newspaper with wide circulation at least two working days prior to the Bid/
Issue Opening Date.
Pricing Date The date on which our Company in consultation with the BRLM, will finalize the Issue
Price.
Prospectus The Prospectus to be filed with the RoC in accordance with the provisions of Section
26 & 32 of the Companies Act, 2013.
Public Issue Account The account to be opened with the Banker to the Issue under Section 40 of the
Companies Act, 2013 to receive monies from the ASBA Accounts on the Designated
Date.
QIB Category/ QIB Portion The portion of the Net Issue (including the Anchor Investor Portion) being not more
than 50% of the Net Issue, consisting of 9,01,000 Equity Shares aggregating to ₹
1,252.39 lakhs which shall be Allotted to QIBs (including Anchor Investors) on a
proportionate basis, including the Anchor Investor Portion (in which allocation shall
be on a discretionary basis, as determined by our Company in consultation with the
BRLMs), subject to valid Bids being received at or above the Issue Price or Anchor
Investor Issue Price (for Anchor Investors).
Qualified Institutional Buyers A qualified institutional buyer as defined under Regulation 2(1) (ss) of the SEBI ICDR
or QIBs Regulations, 2018.
Red Herring Prospectus / RHP The Red Herring Prospectus to be issued in accordance with Section 32 of the
Companies Act, 2013 and the provisions of the SEBI ICDR Regulations, which will
not have complete particulars of the price at which the Equity Shares will be Issued
and the size of the Issue, including any addenda or corrigenda thereto.
Refund Bank/ Refund Banker Bank which is / are clearing member(s) and registered with the SEBI as Bankers to the
Issue at which the Refund Account is opened, in this case being ICICI Bank Limited.
Refund Account The ‘no-lien’ and ‘non-interest bearing’ account opened with the Refund Bank, from
which refunds, if any, of the whole or part, of the Bid Amount to the Anchor Investors
shall be made.
Registered Brokers Stockbrokers registered with the stock exchanges having nationwide terminals.

10
Term Description
Registrar Agreement The Agreement between the Registrar to the Issue and the Issuer Company dated July
18, 2023 and the addendum to Registrar to the Issue Agreement dated October 30, 2023
in relation to the responsibilities and obligations of the Registrar to the Issue pertaining
to the Issue.
Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure
Agents or RTAs Applications at the Designated RTA Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI
Registrar to the Issue Registrar to the Issue being Bigshare Services Private Limited.
Retail Individual Investors / Applicants (including HUFs, in the name of Karta and Eligible NRIs) whose
RIIs Application Amount for Equity Shares in the Issue is not more than ₹ 2.00 Lakh.
Revision Form Form used by the Applicants to modify the quantity of the Equity Shares or the
Applicant Amount in any of their ASBA Form(s) or any previous Revision Form(s).

QIB Applicants and Non-Institutional Applicants are not allowed to withdraw or lower
their applications (in terms of quantity of Equity Shares or the Application Amount) at
any stage. Retail Individual Applicants can revise their Application during the Issue
Period and withdraw their applications until Issue Closing Date.
Securities laws Means the Act, 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 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.
SME Exchange SME Platform of the BSE
Specified Locations Collection centers where the SCSBs shall accept application form, a list of which is
available on the website of SEBI (https://www.sebi.gov.in/) and updated from time to
time.
Specified Securities Equity shares offered through this Prospectus.
Sub Syndicate Member A SEBI Registered member of BSE appointed by the BRLM and/ or syndicate member
to function as a Sub Syndicate Member in the Issue.
Syndicate Includes the BRLM, Syndicate Members and Sub Syndicate Members
Syndicate Agreement The agreement dated October 18, 2023 entered into amongst our Company, the BRLM
and the Syndicate Members, in relation to the collection of Bids in this Issue.
Syndicate ASBA Bidding Bidding Centers where an ASBA Bidder can submit their Bid in terms of SEBI Circular
Locations no. CIR/CFD/DIL/1/2011 dated April 29, 2011, namely Mumbai, Chennai, Kolkata,
Delhi
Syndicate Members/ Members Intermediaries registered with SEBI eligible to act as a syndicate member and who is
of the Syndicate permitted to carry on the activity as an underwriter, in this case being Gretex Share
Broking Limited.
Systemically Important Systemically important non-banking financial company as defined under Regulation
Nonbanking Financial 2(1)(iii) of the SEBI ICDR Regulations.
Company
Transaction Registration Slip/ The slip or document issued by the member of the Syndicate or SCSB (only on
TRS demand) as the case may be, to the Applicant as proof of registration of the Application.
SEBI (ICDR) Regulations/ SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 issued by
ICDR Regulation/ Regulation SEBI on September 11, 2018, as amended, including instructions and clarifications
issued by SEBI from time to time.
SEBI (Venture Capital) Securities Exchange Board of India (Venture Capital) Regulations, 1996 as amended
Regulations from time to time.
Sponsor Bank The Banker to the Issue registered with SEBI which is appointed by the issuer to act as
a conduit between the Stock Exchanges and the National Payments Corporation of
India in order to push the mandate collect requests and / or payment instructions of the
RIIs into the UPI, the Sponsor Bank in this case being ICICI Bank Limited.
Underwriter Gretex Corporate Services Limited and Gretex Share Broking Limited.
Underwriting Agreement The agreement dated July 18, 2023 and the addendum to Underwriting Agreement
dated October 30, 2023 entered into between the Underwriters, our Company, and the
Book Running Lead Manager.
UPI Circulars SEBI circular no. CFD/DIL2/CIR/P/2018/22 dated February 15, 2018, SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 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.

11
Term Description
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 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 2, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 SEBI Circular No:
SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/76 dated May 30, 2022.and any
subsequent circulars or notifications issued by SEBI in this regard.
UPI Unified Payments Interface (UPI) is an instant payment system developed by the NPCI.
It enables merging several banking features, seamless fund routing & merchant
payments into one hood. UPI allows instant transfer of money between any two persons
bank accounts using a payment address which uniquely identifies a person’s bank a/c.
UP ID ID created on Unified Payment Interface (UPI) for single-window mobile payment
system developed by the National Payments Corporation of India (NPCI)
UPI Mandate Request A request (intimating the RII by way of a notification on the UPI application and by
way of a SMS directing the RII to such UPI application) to the RII initiated by the
Sponsor Bank to blocking of funds on the UPI application equivalent to Application
Amount and subsequent debit of funds in case of Allotment.
UPI mechanism The bidding mechanism that may be used by an RII to make an Application in the Issue
in accordance with SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated
November 01, 2018 read with SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/50)
dated April 3, 2019 and SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated
June 28, 2019 circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019
and circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019.
UPI PIN Password to authenticate UPI transaction
U.S. Securities Act U.S. Securities Act of 1933, as amended
Venture Capital Fund/ VCF Foreign Venture Capital Funds (as defined under the Securities and Exchange Board
of India (Venture Capital Funds) Regulations, 1996) registered with SEBI under
applicable laws in India
Wilful Defaulter(s) Wilful defaulter as defined under Regulation 2(1) (lll) of the SEBI (ICDR) Regulations,
2018.
Working Days All days on which commercial banks in Mumbai are open for business; provided
however, with reference to (a) announcement of Price Band; and (b) Bid / Issue Period,
“Working Day” shall mean all days, excluding all Saturdays, Sundays and public
holidays, on which commercial banks in Mumbai are open for business; (c) the time
period between the Bid / Issue Closing Date and the listing of the Equity Shares on the
Stock Exchanges, “Working Day” shall mean all trading days of Stock Exchanges,
excluding Sundays and bank holidays, as per the circulars issued by SEBI.

CONVENTIONAL AND GENERAL TERMS

Term Description
AIF(s) Alternative Investment Funds as defined in and registered with SEBI under SEBI AIF
Regulations
Air Act The Air (Prevention and Control of Pollution) Act, 1981
ASBA Applications Supported by Blocked Amount
Authorized Dealers Authorized Dealers registered with RBI under the Foreign Exchange Management
(Foreign Currency Accounts) Regulations, 2000
Category I Foreign Portfolio FPIs registered as Category I Foreign Portfolio Investors under the SEBI FPI
Investor(s) Regulations.
Category II Foreign Portfolio An FPI registered as a Category II Foreign Portfolio Investor under the SEBI FPI
Investor(s) Regulations
Category III Foreign Portfolio FPIs registered as category III FPIs under the SEBI FPI Regulations, which shall
Investor(s) include all other FPIs not eligible under category I and II foreign portfolio investors,
such as endowments, charitable societies, charitable trusts, foundations, corporate
bodies, trusts, individuals, and family offices
CGST Central GST
COPRA The Consumer Protection Act, 1986
Companies Act Companies Act, 1956 (without reference to the provisions thereof that have ceased to
have effect upon notification of the Notified Sections) and the Companies Act, 2013,

12
Term Description
to the extent in force pursuant to the notification of the Notified Sections, read with the
rules, regulations, clarifications, and modifications thereunder
Companies Act 2013 Companies Act, 2013, to the extent in force pursuant to the notification of the Notified
Sections, read with the rules, regulations, clarifications, and modifications thereunder
Consolidated FDI Policy The current consolidated FDI Policy, effective from August 28, 2017, issued by the
Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,
Government of India, and any modifications thereto or substitutions thereof, issued
from time to time
Contract Act The Indian Contract Act, 1872
CSR Corporate Social Responsibility
Depositories Act The Depositories Act, 1996
Depository A depository registered with the SEBI under the Securities and Exchange Board of
India (Depositories and Participants) Regulations, 1996
DIN Director Identification Number
DIPP Department of Industrial Policy and Promotion, Ministry of Commerce, and Industry,
GOI
DP Depository Participant
DP ID Depository Participant’s identity number
DTC Direct Tax Code, 2013
EBITDA Earnings Before Interest, Tax, Depreciation and Amortization
EBITDA EBITDA divided by Revenue from Operations
ECS Electronic Clearing System
EGM Extraordinary General Meeting
Electricity Act The Electricity Act, 2003
Environment Protection Act The Environment (Protection) Act, 1986
EPA The Environment Protection Act, 1986
EPF Act The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952
EPS Earnings per share
e-RUPI Prime Minister Narendra Modi launched a contactless, prepaid, electronic prepaid
system
ER Act The Equal Remuneration Act, 1976
ESI Act The Employees’ State Insurance Act, 1948
FCNR Account Foreign Currency Non-Resident (Bank) account established in accordance with the
FEMA
FDI Foreign direct investment
FEMA The Foreign Exchange Management Act, 1999 read with rules and regulations there
under
FEMA 2000 The Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident Outside India) Regulations, 2000
FII(s) Foreign Institutional Investors as defined under SEBI FPI Regulations
Financial Year / Fiscal Year / The period of 12 months commencing on April 1 of the immediately preceding
FY calendar year and ending on March 31 of that particular calendar year
FIPB Foreign Investment Promotion Board
Foreign Portfolio Investor or A foreign portfolio investor, as defined under the SEBI FPI Regulations and registered
FPIs with SEBI under applicable laws in India.
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange
Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered with
SEBI
GAAP Generally Accepted Accounting Principles
GIR Number General Index Registry Number
GoI / Government Government of India
Gratuity Act The Payment of Gratuity Act, 1972
GST Act The Central Goods and Services Tax Act, 2017
Hazardous Wastes Rules Hazardous Wastes (Management, Handling and Trans boundary Movement) Rules,
2008
ICAI The Institute of Chartered Accountants of India
ICSI The Institute of Company Secretaries of India
ID Act The Industrial Disputes Act, 1947
IDRA The Industrial (Development and Regulation) Act, 1951
IE Act The Indian Easements Act, 1882

13
Term Description
IEM Industrial Entrepreneurs Memorandum
IFRS International Financial Reporting Standards
IFSC Indian Financial System Code
IGST Integrated GST
IT Act Income Tax Act, 1961
Indian GAAP Generally Accepted Accounting Principles in India
INR or Rupee or ₹ or Rs. Indian Rupee, the official currency of the Republic of India
Insider Trading Regulations The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations, 2015, as amended.
IPO Initial Public Offering
ISIN International Securities Identification Number
Ltd. Limited
Maternity Benefit Act Maternity Benefit Act, 1961
M. A Master of Arts
M.B. A Master of Business Administration
MCA The Ministry of Corporate Affairs, GoI
M.Com Master of Commerce
MCI Ministry of Commerce and Industry, GoI
Mill & Fill Removing the existing surface layer with a milling machine and then transporting the
material to a storage facility
MSME Micro, Small and Medium Enterprise
MSMED Act The Micro, Small and Medium Enterprises Development Act, 2006
MWA Minimum Wages Act, 1948
MoEF Ministry of Environment and Forests
MoF Ministry of Finance, Government of India
MOU Memorandum of Understanding
Mutual Funds Mutual funds registered with the SEBI under the Securities and Exchange Board of
India (Mutual Funds) Regulations, 1996
Networth The aggregate value of the paid-up share capital and reserves and surplus of the
company less deferred tax assets
NI Act The Negotiable Instruments Act, 1881
Noise Regulation Rules The Noise Pollution (Regulation & Control) Rules 2000
Notified Sections The sections of the Companies Act, 2013 that have been notified by the MCA and are
currently in effect
NPV Net Present Value
NR / Non-resident A person resident outside India, as defined under the FEMA and includes a Non-
resident Indian
NRE Account Non-Resident External Account established and operated in accordance with the
FEMA
NRIs Non-Resident Indians
NRO Account Non-Resident Ordinary Account established and operated in accordance with the
FEMA
NSDL National Securities Depository Limited
OCB Overseas Corporate Bodies
Pcs Pieces
P/E Ratio Price / Earnings Ratio
PAN Permanent account number
Petroleum Act Petroleum Act, 1934
Petroleum Rules Petroleum Rules, 1976
PAT Profit after Tax
PAT Margin PAT for the period/year divided by revenue from operations
PIL Public Interest Litigation
POB Act Payment of Bonus Act, 1965
PPP Public Private Partnership
Public Liability Act / PLI Act The Public Liability Insurance Act, 1991
Pvt. / (P) Private
PWD Public Works Department of state governments
QFI(s) Qualified Foreign Investor(s) as defined under the SEBI FPI Regulations
QIC Quarterly Income Certificate
RBI The Reserve Bank of India

14
Term Description
R&D Research & Development
Registration Act The Indian Registration Act, 1908
RoC or Registrar of Companies The Registrar of Companies
ROCE Return on Capital Employed
ROE Return on Equity
RONW Return on Net Worth
RTGS Real Time Gross Settlement
Rule 144A Rule 144A under the U.S. Securities Act, 1933
SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time.
SEBI The Securities and Exchange Board of India constituted under the SEBI Act
SEBI (ICDR) Regulations The Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended, including instructions and
clarifications issued by SEBI from time to time
SEBI (LODR) Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended, including instructions and
clarifications issued by SEBI from time to time
SEBI Act The Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternate Investment Funds) Regulations,
2012
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,
2014
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000
Sec. Section
SGST State GST
SHWW / SHWW Act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013
SICA Sick Industrial Companies (Special Provisions) Act, 1985
SME Small and Medium Enterprise
STT Securities Transaction Tax
SEBI Takeover Regulations The Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011, as amended from time to time.
TM Act The Trademarks Act, 1999
U.S. GAAP Generally Accepted Accounting Principles in the United States of America
U.S. Securities Act The United States Securities Act, 1933
US$ or USD or US Dollars United States Dollar, the official currency of the United States of America
USA or U.S. or US United States of America
VAT Value Added Tax
Wages Act Payment of Wages Act, 1936
Water Act The Water (Prevention and Control of Pollution) Act, 1974
WCA The Workmen’s Compensation Act, 1923
Wilful Defaulter A wilful defaulter, as defined under Regulation 2(1)(III) of the SEBI ICDR
Regulations, means a person or an issuer who or which is categorized as a wilful
defaulter by any bank or financial institution (as defined under the Companies Act,
2013) or consortium thereof, in accordance with the guidelines on wilful defaulters
issued by the Reserve Bank of India

TECHNICAL / INDUSTRY RELATED TERMS

Term Full Form

CAGR Compounded Annual Growth Rate
CC Commencement Certificate
DIPP Department of Industrial Policy and Promotion
GDP Gross Domestic Product
GFC Global financial Crises
KPI Key Performance Indicators
M&A Mergers and Acquisitions
MNCs Multi-National Companies
NCAER National Council of Applied Economic Research

15
 OTC Over the Counter
PE Private Equity

ABBREVIATIONS

Abbreviation Full Form

AS / Accounting Standard Accounting Standards as issued by the Institute of Chartered Accountants of India
A/c Account
AGM Annual General Meeting
ASBA Applications Supported by Blocked Amount
Amt Amount
AIF Alternative Investment Funds registered under the Securities and Exchange Board
of India (Alternative Investment Funds) Regulations, 2012, as amended.
AY Assessment Year
AOA Articles of Association
Approx Approximately
B. A Bachelor of Arts
B. Com Bachelor of Commerce
B. E Bachelor of Engineering
B. Sc Bachelor of Science
B. Tech Bachelor of Technology
Bn Billion
BG / LC Bank Guarantee / Letter of Credit
BIFR Board for Industrial and Financial Reconstruction
BSE BSE Limited (formerly known as the Bombay Stock Exchange Limited)
BSE SENSEX Sensex in an index; market indicator of the position of stock that is listed in the BSE
BSE SME SME Platform of BSE Limited
CDSL Central Depository Services (India) Limited
CAGR Compounded Annual Growth Rate
CAN Confirmation of Allocation Note
CA Chartered Accountant
CB Controlling Branch
CC Cash Credit
CCI The Competition Commission of India
CFO Chief Financial Officer
CGST Central GST
CIN Corporate Identification Number
CIT Commissioner of Income Tax
CS Company Secretary
CSR Corporate social responsibility.
CS & CO Company Secretary & Compliance Officer
CENVAT Central Value Added Tax
CST Central Sales Tax
CWA / ICWA Cost and Works Accountant
CMD Chairman and Managing Director
Depository or Depositories NSDL and CDSL
DIN Director Identification Number
DIPP Department of Industrial Policy and Promotion, Ministry of Commerce,
Government of India
DP Depository Participant
DP ID Depository Participant’s Identification Number
EBITDA Earnings Before Interest, Taxes, Depreciation & Amortisation
ECS Electronic Clearing System
ESIC Employee’s State Insurance Corporation
EPS Earnings Per Share
EGM / EOGM Extraordinary General Meeting
ESOP Employee Stock Option Plan
EXIM / EXIM Policy Export – Import Policy
FCNR Account Foreign Currency Non-Resident Account
FIPB Foreign Investment Promotion Board

16
FY / Fiscal / Financial Year Period of twelve months ended March 31 of that particular year, unless otherwise
stated
FEMA Foreign Exchange Management Act, 1999 as amended from time to time, and the
regulations framed there under.
FCNR Account Foreign Currency Non-Resident Account
FBT Fringe Benefit Tax
FDI Foreign Direct Investment
fIs Financial Institutions
FIIs Foreign Institutional Investors (as defined under Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident outside India) Regulations, 2000)
registered with SEBI under applicable laws in India
FPIs “Foreign Portfolio Investor” means a person who satisfies the eligibility criteria
prescribed under regulation 4 and has been registered under Chapter II of Securities
and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, which
shall be deemed to be an intermediary in terms of the provisions of the SEBI Act,
1992.
FTA Foreign Trade Agreement.
FVCI Foreign Venture Capital Investors registered with SEBI under the Securities and
Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000.
FV Face Value
GoI / Government Government of India
GDP Gross Domestic Product
GAAP Generally Accepted Accounting Principles in India
GST Goods and Service Tax
GVA Gross Value Added
HUF Hindu Undivided Family
ICAI The Institute of Chartered Accountants of India
ICAI (Previously known as The Institute of Cost Accountants of India
ICWAI)
IMF International Monetary Fund
INR / ` / Rupees / Rs. Indian Rupees, the legal currency of the Republic of India
IIP Index of Industrial Production
IPO Initial Public Offer
ICSI The Institute of Company Secretaries of India
IFRS International Financial Reporting Standards
HNI High Net Worth Individual
i.e That is
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
Indian GAAP Generally Accepted Accounting Principles in India
IRDA Insurance Regulatory and Development Authority
KMP Key Managerial Personnel
LM Book Running Lead Manager
Ltd. Limited
MAT Minimum Alternate Tax
MoF Ministry of Finance, Government of India
M-o-M Month-On-Month
MOU Memorandum of Understanding
M. A Master of Arts
M. B. A Master of Business Administration
M. Com Master of Commerce
Mn Million
M. E Master of Engineering
MRP Maximum Retail Price
M. Tech Master of Technology
Merchant Banker Merchant Banker as defined under the Securities and Exchange Board of India
(Merchant Bankers) Regulations, 1992
MAPIN Market Participants and Investors Database
MSMEs Micro, Small, and medium Enterprises
MoA Memorandum of Association

17
 MRP Maximum Retail Price
NA Not Applicable
Networth The aggregate of paid-up Share Capital and Share Premium account and Reserves
and Surplus (Excluding revaluation reserves) as reduced by aggregate of
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
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
OCB Overseas Corporate Bodies
P.A. Per Annum
PF Provident Fund
PG Postgraduate
PAC Persons Acting in Concert
P / E Ratio Price / Earnings Ratio
PAN Permanent Account Number
PAT Profit After Tax
PBT Profit Before Tax
PLI Postal Life Insurance
POA Power of Attorney
PSU Public Sector Undertaking(s)
Pvt. Private
RBI The Reserve Bank of India
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
SCSB Self-Certified Syndicate Banks
SEBI Securities and Exchange Board of India
SICA Sick Industrial Companies (Special provisions) Act, 1985, as amended from time to
time
SME Small and Medium Enterprises
STT Securities Transaction Tax
Sec. Section
TAN Tax Deduction Account Number
TRS Transaction Registration Slip
TIN Taxpayers Identification Number
US / United States United States of America
UPI Unified Payments Interface as a payment mechanism through National Payments
Corporation of India with Application Supported by Block Amount for applications
in public issues by retail individual investors through SCSBs
USD / US$ / $ United States Dollar, the official currency of the Unites States of America
VCF / Venture Capital Fund Foreign Venture Capital Funds (as defined under the Securities and Exchange Board
of India (Venture Capital Funds) Regulations, 1996) registered with SEBI under
applicable laws in India.
VAT Value Added Tax
w.e.f. With effect from
YoY Year over Year

The words and expressions used but not defined in this Prospectus will have the same meaning as assigned to such terms
under the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 (the “SEBI Act”), the SCRA,

18
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 the Depositories Act and the rules and regulations
made thereunder.

Notwithstanding the foregoing, terms in “Main Provisions of the Articles of Association”, “Statement of Special Tax
Benefits”, “Industry Overview”, “Regulations and Policies in India”, “Financial Information of the Company”,
“Outstanding Litigations and Material Developments” and “Issue Procedure”, will have the meaning ascribed to such
terms in these respective sections.

19
 CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF FINANCIAL PRESENTATION

In this Prospectus, the terms “we”, “us”, “our”, “the Company”, “Our Company” and “Kalyani”, “KCTL”, unless the
context otherwise indicates or implies, refers to Kalyani Cast-Tech Limited.

CERTAIN CONVENTION

All references in this Prospectus to “India” are to the Republic of India. In this Prospectus, our Company has presented
numerical information in “lakhs” units. One lakh represents 1,00,000.

FINANCIAL DATA

Unless stated otherwise, the financial data in this Prospectus is derived from our Audited Restated Financial Statements
for the period ended on June 30, 2023 and for the financial years ended on March 31, 2023; 2022 and 2021; prepared in
accordance with Indian GAAP, the Companies Act and restated in accordance with the SEBI (ICDR) Regulations,
Guidance Note on “Reports in Company Prospectus (Revised 2019)” issued by ICAI and the Indian GAAP which are
included in this Prospectus, and set out in “Financial Statements as Restated” on page 157 of this Prospectus.

In this Prospectus, any discrepancies in any table between the total and the sum of the amounts listed are due to rounding
off. All figures in decimals have been rounded off to the two decimal place and all percentage figures have been rounded
off to two decimal places and accordingly there may be consequential changes in this Prospectus.

Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on March 31
of that particular calendar year, so all references to a particular financial year are to the 12-month period commencing on
April 1 of the immediately preceding calendar year and ending on March 31 of that particular calendar year.

There are significant differences between Indian GAAP and IND (AS). Accordingly, the degree to which the Restated
Financial Statements included in this Prospectus will provide meaningful information is entirely dependent on the reader’s
level of familiarity with Indian accounting practices. Any reliance by persons not familiar with Indian accounting
practices, Indian GAAP, IND (AS), the Companies Act and the SEBI (ICDR) Regulations, on the Restated Financial
Statements presented in this Prospectus should accordingly be limited. Although we have included a summary of
qualitative and quantitative differences between Indian GAAP and IND (AS), our financial statements reported under
IND (AS) in future accounting periods may not be directly comparable with our financial statements historically prepared
in accordance with Indian GAAP, including disclosed in this Prospectus. You should 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 Position and Results of Operations” and elsewhere in this 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 Statutory Auditor, set out in the section titled ‘Financial Statements as Restated’ beginning on page
157 of this Prospectus

CURRENCY AND UNITS OF PRESENTATION

In this Prospectus, unless the context otherwise requires, all references to

(a) ‘Rupees’ or ‘₹’ or ‘Rs.’ Or ‘INR’ are to Indian rupees, the official currency of the Republic of India.

(b) ‘US Dollars’ or ‘US $’ or ‘USD’ or ‘$’ are to United States Dollars, the official currency of the United States of
America.

All references to the word ‘Lakh’ or ‘Lakhs’, ‘Lac’ or ‘Lacs’, means ‘One hundred thousand’ and the word ‘Million’
means ‘Ten lakh’ and the word ‘Crore’ means ‘Ten Million’ and the word ‘Billion’ means ‘One Thousand Million’.

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 this Prospectus, unless otherwise indicated, have been
calculated based on our financial statements as restated prepared in accordance with Indian GAAP.

DEFINITIONS

20
For definitions, please see the Chapter titled “Definitions and Abbreviations” on page no. 3 of this Prospectus. In the
Section titled “Main Provisions of Articles of Association” beginning on page no. 238 of this Prospectus, defined terms
have the meaning given to such terms in the Articles of Association.

INDUSTRY AND MARKET DATA

Unless stated otherwise, industry and market data used throughout this Prospectus has been obtained or derived from
Internal Company reports and industry and Government publications, publicly available information and sources. Industry
and Government publications generally state that the information contained in those publications has been obtained from
sources believed to be reliable but that their accuracy and completeness are not guaranteed, and their reliability cannot be
assured. Although, our Company believes that industry data used in this Prospectus is reliable, it has not been
independently verified either by the Company or the Book Running Lead Manager or any of their respective affiliates or
advisors.

Further, the extent to which the industry and market data presented in this Prospectus is meaningful depends on the
reader’s familiarity with and understanding of, the methodologies used in compiling such data. There are no standard data
gathering methodologies in the industry in which we conduct our business, and methodologies and assumptions may vary
widely among different industry sources. Accordingly, investment decisions should not be based solely on such
information.

In accordance with the SEBI (ICDR) Regulations, “Basis for Issue Price” on page no. 80 of this Prospectus includes
information relating to our peer group entities. Such information has been derived from publicly available sources, and
neither we, nor the BRLM have independently verified such information. Such data involves risks, uncertainties and
numerous assumptions and is subject to change based on various factors, including those discussed in “Risk Factors” on
page no. 28 of this Prospectus.

Exchange Rates

This Prospectus may contain conversions of certain other currency amounts into Indian Rupees that have been presented
solely to comply with the SEBI (ICDR) Regulations. These conversions should not be construed as a representation that
these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.

The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Indian
Rupee and other foreign currencies:

Currency As on June 30, As on March 31, As on March 31, As on March 31,

2023 2023 2022 2021
1 USD 82.04 82.22 75.81 73.50
Source: www.fbil.org.in
All figures are rounded up to two decimals.

21
 FORWARD LOOKING STATEMENTS

All statements contained in this Prospectus that are not statements of historical fact constitute forward-looking statements.
All statements regarding our expected financial condition and results of operations, business, plans and prospects are
forward-looking statements. These forward-looking statements include statements with respect to our business strategy,
our revenue and profitability, our projects and other matters discussed in this Prospectus regarding matters that are not
historical facts. Investors can generally identify forward-looking statements by the use of terminology such as “aim”,
“anticipate”, “believe”, “expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “may”, “will”, “will continue”,
“will pursue”, “contemplate”, “future”, “goal”, “propose”, “will likely result”, “will seek to” or other words or phrases of
similar import. All forward looking statements (whether made by us or any third party) are predictions and are subject to
risks, uncertainties and assumptions about us that could cause actual results to differ materially from those contemplated
by the relevant forward-looking statement.

Forward-looking statements reflect our current views with respect to future events and are not a guarantee of future
performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on
currently available information. Although we believe the assumptions upon which these forward-looking statements are
based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based
on these assumptions could be incorrect.

Further, the 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 our
Sector in India where we have our businesses 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 overseas which have an impact on our business activities or investments, the monetary
and fiscal policies of India and other jurisdictions in which we operate, inflation, deflation, unanticipated volatility in
interest rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in
India and globally, changes in domestic laws, regulations and taxes, changes in competition in our industry and incidence
of any natural calamities and / or acts of violence. Other important factors that could cause actual results to differ
materially from our expectations include, but are not limited to, the following:

• Market Fluctuations and industry dynamics beyond our control.

• Impact of the COVID-19 pandemic on our business and operations.

• Geographical concentration of business to key cities

• Significant increases in prices of, or shortages of, or disruption in supply of labour and key building materials.

• Our reliance on internet network and our ability to utilize systems in an uninterrupted manner.

• Our ability to attract, retain and manage qualified personnel.

• General economic and business conditions in India and other countries.

• Effect of lack of infrastructure facilities on our business.

• Market fluctuations and industry dynamics beyond our control.

• Changes in fiscal, economic or political conditions in India.

• Inflation, deflation, unanticipated turbulence in interest rates, equity prices or other rates or prices.

• Any adverse outcome in the legal proceedings in which we are involved.

• The occurrence of natural disasters or calamities.

• Failure to adapt to the changing scenarios in our industry of operation may adversely affect our business and financial
condition.

• Our ability to successfully implement strategy, growth and expansion plans and technological initiatives.

22
• Our ability to respond to technological changes.

• Our ability to finance our business growth and obtain financing and favourable terms.

• Our ability to manage our growth effectively.

• Our ability to manage risks that arise from these factors.

For further discussions of factors that could cause our actual results to differ, please see the section titled “Risk Factors”,
chapters titled “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 28, 127 and 158 of this Prospectus, respectively.

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

23
 SECTION II: SUMMARY OF ISSUE DOCUMENT

OVERVIEW OF INDUSTRY

India Rail Freight Transport Industry Segmentation

From a point of loading or a goods station to a point of unloading, goods are transported by rail. These products, such as
coal, building supplies, iron, and steel, are frequently large and heavy. Along with the transportation of large items, the
rail freight market also offers this service. Service providers provide value-added services and logistics. Loading and
documentation, unloading, services, and packaging are a few of them. A complete background analysis of the India Rail
Freight Transport Market, including the assessment of the economy and contribution of sectors in the economy, market
overview, market size estimation for key segments, and emerging trends in the market segments, market dynamics, and
geographical trends, and COVID-19 impact, is covered in the report.

The India Rail Freight Transport Market is Segmented by Cargo Type (Containerized (Intermodal), Non-containerized,
and Liquid Bulk), Destination (Domestic and International) and Service Type (Transportation and Services Allied to
Transportation). The report offers market size and forecasts for India Rail Freight Transport Market in value (USD
Billion) for all the above segments.

OVERVIEW OF BUSINESS

Our company was incorporated in the year 2012, Initially we started with the business of casting for which we had
commissioned a casting unit at Rewari in Haryana. The company has a class A foundry and manufactures products such
as MG Coupler Components, CI Brake Blocks, Adapter for WDG4 Loco, Bearing housing for electrical loco, Corner
casting for Containers motor hub traction motors etc. We cater to a diverse client base such as Indian railways, companies
engaged in Mining Industry, Cement Industry, chemicals and fertilizer and power plants. Our company while catering to
railways saw an opportunity in the year 2018 and started an addition line of business of manufacturing Containers. These
containers were used by the railway transporters to transport goods via rail network in India.

Being a cargo container manufacturing Company, we manufacture a wide product range of castings, including finished
components and are specialists in various types of cargo containers such as ISO containers 20’, 25’, 40’, 42’ and other
special containers including dwarf containers, cuboid containers, special containers for parcel cargo and containers for
two & three wheelers. With an unparalleled experience, technical know-how and a state-of-the-art manufacturing facility,
Kalyani proves to be a reliable name for their clients. The company has adopted the no-bake system of moulding and
having automatic sand plant starting from knock out, screening, cooling and mixing of sand. Kalyani Cast-Tech Limited,
with its strong technical foundations and innovative excellence has had an eventful and successful journey. From the
commissioning of first plant, we started pioneering breakthrough innovations in inline cargo in India. Within a span of
almost a decade of operations, our organization has grown many folds and expanded in terms of product portfolio,
manufacturing facility, in-house designing and implementation excellence. As a result, we are able to have excellent
clients list who are always happy with our professional services.

OUR PROMOTERS

The Promoters of our company are Mr. Naresh Kumar, Mr. Javed Aslam, Mr. Nathmal Bangani, Ms. Kamala Kumari
Jain and Ms. Muskan Bangani.

DETAILS OF THE ISSUE

Equity Shares Offered (1) Issue of 21,66,000* Equity Shares of ₹ 10.00 each for cash at a
Present Issue of Equity Shares by our Company (2) price of ₹ 139.00 per Equity Share (including premium of ₹
129.00 per Equity Share) aggregating to ₹ 3,010.74 Lakhs.
Out of which:
Market Maker Reservation Portion 3,62,000* Equity Shares of ₹ 10.00 each fully paid-up of our
Company for cash at a price of ₹ 139.00 per Equity Share
(including premium of ₹ 129.00 per Equity Share) aggregating
to ₹ 503.18 Lakhs.
Net Issue to the Public 18,04,000* Equity Shares of ₹10.00 each for cash at a price of
₹ 139.00 per Equity Share (including premium of ₹ 129.00 per
Equity Share) aggregating to ₹ 2,507.56 Lakh.
* Subject to finalization of the Basis of Allotment

24
OBJECT OF THE ISSUE

The Net Proceeds of the Issue are proposed to be used in accordance with the details provided in the following table:

(₹ in Lakhs)
Particulars Amount
Working Capital Requirements 2,375.00
General Corporate Purpose 289.22
Total 2,664.22

PRE – ISSUE SHAREHOLDING OF OUR PROMOTERS AND PROMOTER GROUP AS A PERCENTAGE

OF THE PAID-UP SHARE CAPITAL OF THE COMPANY

Pre – Issue Post – Issue

Category of Promoter As a % of paid-up As a % of paid-up
No. of Shares No. of Shares
Equity Capital Equity Capital#
1. Promoters 33,51,000 66.83 33,51,000 46.67
2. Promoter Group 16,63,500 33.17 16,63,500 23.17
#Subject to finalization of the Basis of Allotment

SUMMARY OF RESTATED FINANCIAL INFORMATION

(₹ in Lakhs)
For the period For the financial year ended on
Particulars ended on
June 30, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Share Capital 501.45 501.45 501.45 501.45
Reserves and surplus 1,216.20 922.56 118.77 1.44
Net Worth 1,717.65 1,424.01 620.22 502.89
Total Income 2,467.85 6,336.46 4,947.12 1,135.26
Profit after Tax 293.64 803.79 117.33 35.36
Total Borrowings 581.92 342.05 269.87 498.54
Other Financial Information
Basic & Diluted EPS (₹) 5.86 16.03 2.34 0.76
Return on Net worth (%) 17.10 56.45 18.92 7.03
Net Asset Value Per Share (₹) 34.25 28.40 12.32 10.74

QUALIFICATION OF THE AUDITORS

The Auditors’ Report of Audited Restated Financial Statements for the period ended on June 30, 2023 and for the
Financial Years ended on March 31, 2023, March 31, 2022 and March 31, 2021 does not contain any qualification which
have not been given effect to in Restated Financial Statements.

SUMMARY OF OUTSTANDING LITIGATION ARE AS FOLLOWS

Nature of Cases Number of Cases Amount Involved (in

Rs.)*
Issuer Company – Kalyani Cast-Tech Limited
E-Proceedings (Income Tax) 8 Not Ascertainable
Outstanding Demand (Income Tax) 1 #1.06
TDS (Income Tax) 3 2.11
Criminal Proceedings 2 4.09
Litigation based on Materiality Policy of our Company 3 Not Ascertainable
Promoter – Naresh Kumar
E-Proceedings (Income Tax) 1 Not Ascertainable
Outstanding Demand (Income Tax) 2 0.01
Promoter- Nathmal Bangani
E-Proceedings (Income Tax) 1 Not Ascertainable
Criminal Proceedings 1 Not Ascertainable
Promoter- Kamala Kumari Jain
E-Proceedings (Income Tax) 1 Not Ascertainable

25
 Promoter – Javed Aslam
Outstanding Demand (Income Tax) 2 0.01
*To the extent quantifiable excluding interest and penalty thereon
#The said demand was paid in full on April 24, 2023 vide challan serial No. 26470 but it is still appearing on the Income
Tax Outstanding Demand Portal

For the details of litigation proceedings, please refer the chapter titled “Outstanding Litigations and Material
Developments” beginning on page 175 of this Prospectus.

RISK FACTORS

Investors should read chapter titled “Risk Factors” beginning on page 28 of this Prospectus.

SUMMARY OF CONTINGENT LIABILITIES

Except as stated below, our Company does not have any Contingent Liabilities as on date of this Prospectus:

(₹ in lakh)
Sr. No. Particulars Amount Particulars Amount
1. Income Tax demands / Notices before CIT Appeals / TDS 3.17
2. Bank Guarantees / Corporate Guarantees 2.22
Total 5.39
For further information, please see “Financial Statements as Restated” beginning on page 157 of this Prospectus.

SUMMARY OF RELATED PARTY TRANSACTIONS

Our Company has entered into certain transactions with our related parties including our Promoters, Promoter Group,
Directors and their relatives as mentioned below:
(₹ in Lakh)
Particulars For the period For the financial year ended on
ended on
June 30, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Remuneration 15.41 34.30 24.35 -
Legal Fees 1.50 5.70 2.00 -
Advance Received - - - 1.55
Advance Paid/Repaid - 1.59 0.39 89.93
Rent Paid 5.80 23.05 - -
Payment against Services Taken 1.56 - 0.30 1.20
Total 24.26 64.64 27.04 92.68

For details of the Related Party Transactions as reported in the Restated Financials, please refer “Financial Statements
as restated– Related Party Transaction” beginning on page 157 of this Prospectus.

FINANCING ARRANGEMENTS

There are no financing arrangements whereby our Promoters, members of Promoter Group, the Directors of our Company
and their relatives and 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 6 months immediately preceding the date of filing of
this Prospectus.

WEIGHTED AVERAGE PRICE OF THE EQUITY SHARES ACQUIRED BY OUR PROMOTERS IN THE
LAST ONE YEAR PRECEDING THE DATE OF THIS PROSPECTUS

Our promoters have not acquired any Equity Shares in the last one (1) year preceding the date of this Prospectus, thus the
weighted average price of equity share is NIL.

AVERAGE COST OF ACQUISITION

The average cost of acquisition per Equity Share to our Promoters as at the date of this Prospectus is:

Name of the Promoter Average Cost of Acquisition (₹)

Mr. Naresh Kumar 10.00

26
 Mr. Javed Aslam 10.00
Mr. Nathmal Bangani 12.50
Ms. Kamala Kumari Jain 14.28
Ms. Muskan Bangani 12.50

PRE-IPO PLACEMENT DETAILS

Our Company has not proposed any Pre-IPO Placement in this Issue.

ISSUE OF EQUITY SHARES FOR CONSIDERATION OTHER THAN CASH IN THE LAST ONE YEAR

Other than as disclosed in “Capital Structure” beginning on page 63 of this Prospectus, no Equity Shares have been
issued by our Company for consideration other than cash as on the date of this Prospectus.

SPLIT / CONSOLIDATION OF EQUITY SHARES IN THE LAST ONE YEAR

Other than as disclosed in “Capital Structure” beginning on page 63 of this Prospectus, our Company has not undertaken
a split or consolidation of the Equity Shares in the one year preceding the date of this Prospectus.

SEBI EXEMPTION

Our Company has not applied for or received any exemption from complying with any provisions of Securities Law by
SEBI.

27
 SECTION III: RISK FACTORS

An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in
this Prospectus, including the risks and uncertainties described below, before making an investment in our Equity
Shares. In making an investment decision, prospective investors must rely on their own examination of our Company
and the terms of this Issue including the merits and risks involved. Any potential investor in, and subscriber of, the
Equity Shares should also pay particular attention to the fact that we are governed in India by a legal and regulatory
environment in which some material respects may be different from that which prevails in other countries. The risks
and uncertainties described in this section are not the only risks and uncertainties we currently face. Additional risks
and uncertainties not known to us or that we currently deem immaterial may also have an adverse effect on our
business. If any of the following risks, or other risks that are not currently known or are now deemed immaterial,
actually occur, our business, results of operations and financial condition could suffer, the price of our Equity Shares
could decline, and you may lose all or part of your investment. Additionally, our business operations could also be
affected by additional factors that are not presently known to us or that we currently consider as immaterial to our
operations.

Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the
financial or other implications of any of the risks mentioned herein. Unless otherwise stated, the financial information
of our Company used in this section is derived from our restated financial statements prepared in accordance with
Indian GAAP and the Companies Act and restated in accordance with the SEBI ICDR Regulations. To obtain a better
understanding, you should read this section in conjunction with the chapters titled “Our Business” beginning on page
101 “Our Industry” beginning on page 90 and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” beginning on page 158 respectively, of this Prospectus as well as other financial information
contained herein.

The following factors have been considered for determining the materiality of Risk Factors:

• Some events may not be material individually but may be found material collectively.

• Some events may have material impact qualitatively instead of quantitatively.

• Some events may not be material at present but may have material impact in future.

The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk
factors mentioned below. However, there are risk factors where the impact may not be quantifiable and hence the same
has not been disclosed in such risk factors. Unless otherwise stated, the financial information of the Company used in this
section is derived from our financial statements under Indian GAAP, as restated in this Prospectus. Unless otherwise
stated, we are not in a position to specify or quantify the financial or other risks mentioned herein. For capitalized terms
used but not defined in this chapter, refer to the chapter titled “Definitions and Abbreviations” beginning on page 3 of
this Prospectus. The numbering of the risk factors has been done to facilitate ease of reading and reference and does not
in any manner indicate the importance of one risk factor over another.

The risk factors are classified as under for the sake of better clarity and increased understanding:

INTERNAL RISKS

BUSINESS RELATED RISK

1. There are outstanding legal proceedings involving our Company, Promoters, Directors and Group Companies.
Any adverse decision in such proceeding may have a material adverse effect on our business, results of operations
and financial condition.

We are involved in certain legal proceedings which are pending at different levels of adjudication before various courts,
tribunals, enquiry officers, and appellate authorities. We cannot provide assurance that these legal proceedings will be
decided in our favour. Further, while during the process of due diligence being conducted 2(two) cases were found against
our Company i.e., Deputy CMM (C and W) v. M/s Kalyani Cast Tech Private Limited. - ARB/26/2023 and M/s Vinayak
Engineering Works v. Kalyani Cast Tech Private Limited - Original Suit/1330/2019 of which our Company has no
knowledge and nor has received any notice for the other party and 1(one) case filed by our Promoter Mr. Nathmal Bangani
i.e., Mr. Nathmal Bangani Vs. Nisisamba Transport Corporation of which no documents are available with him. Any
adverse decisions in any of the proceedings may have a significant adverse effect on our business, results of operations,
cash flows and financial condition.

28
A summary of the pending civil and other proceedings involving our Company, Promoters and Directors are provided
below:

Nature of Cases Number of Cases Amount Involved (in

Rs.)*
Issuer Company – Kalyani Cast-Tech Limited
E-Proceedings (Income Tax) 8 Not Ascertainable
Outstanding Demand (Income Tax) 1 #1.06
TDS (Income Tax) 3 2.11
Criminal Proceedings 2 4.09
Litigation based on Materiality Policy of our Company 3 Not Ascertainable
Promoter – Naresh Kumar
E-Proceedings (Income Tax) 1 Not Ascertainable
Outstanding Demand (Income Tax) 2 0.01
Promoter- Nathmal Bangani
E-Proceedings (Income Tax) 1 Not Ascertainable
Criminal Proceedings 1 Not Ascertainable
Promoter- Kamala Kumari Jain
E-Proceedings (Income Tax) 1 Not Ascertainable
Promoter – Javed Aslam
Outstanding Demand (Income Tax) 2 0.01
*To the extent quantifiable excluding interest and penalty thereon
#The said demand was paid in full on April 24, 2023 vide challan serial No. 26470 but it is still appearing on the Income
Tax Outstanding Demand Portal

For the details of litigation proceedings, please refer the chapter titled “Outstanding Litigations and Material
Developments” beginning on page 175 of this Prospectus.

2. Our Company has defaulted on payment of interest and repayment of loan in the past

Our Company has defaulted in making payment of interest and repayment of against cash credit facility of ₹100.00 lakhs
and term loan of ₹375.00 lakhs during the financial year ended 31 st March 2019 to Allahabad Bank. However, as of the
date of filing of this Prospectus, our Company has paid the entire aforesaid outstanding loan amount and interest due and
payable, if any, thereon to Allahabad Bank. This default was due to a miscommunication between the Allahabad Bank
and the Company regarding number of pending instalments towards the lending facilities. All dues were promptly cleared
by the Company on cognizance of this default, thereafter the Allahabad Bank issued a no dues certificate to the Company.
However, if the company defaults on any in any of the debt facility taken by the company, it may have an negative impact
on the financials position of the company.

3. Our business is dependent on our manufacturing facility, and we are subject to certain risks in our manufacturing
processes. Any unscheduled, unplanned or prolonged disruption of our manufacturing operations or shutdown
of our manufacturing facility may have a material adverse effect on our entire manufacturing operations and
consequently, our business, financial condition and our results of operations.

Our manufacturing operation is based out of facilities located at Rewari, Haryana. Our manufacturing operations and
consequently our business is dependent upon our ability to manage the manufacturing facility, which is subject to
operating risks, including those beyond our control, such as the breakdown and failure of equipment or industrial
accidents, lockdown, social unrest and natural disasters. In the event there are any disruptions at our manufacturing
facility, due to natural or man-made disasters, workforce disruptions, regulatory approval delays, fire, failure of
machinery, lack of access to assured supply of electrical power and water at reasonable costs or any significant social,
political or economic disturbances, could reduce our ability to meet the conditions of our contracts, manufacture our
products and adversely affect sales and revenues from operations in such period.

In addition to the loss as a result of such fire or industrial accident, any shutdown of our manufacturing facility could
result in us being unable to meet with our commitments, which will have an adverse effect on our business, results of
operation and financial condition. Further, any significant malfunction or breakdown of our machinery may entail
significant repair and maintenance costs and cause delays in our operations. In addition, we may be subject to
manufacturing disruptions due to contraventions of or non-compliance with the terms of various regulatory approvals
applicable to the manufacturing facility may also require us to cease or limit production until such non-compliance is
remedied to the satisfaction of relevant regulatory authorities.

29
We also cannot assure you that we will not experience work disruptions in the future resulting from any dispute with our
employees or other problems associated with our employees and the labour involved in our manufacturing facility, which
may hinder our regular operating activities and lead to disruptions in our operations, which could adversely affect our
business, prospects, financial condition, cash flows and results of operations. In the event of prolonged interruptions in
the operations of our manufacturing facility, we may have to import various supplies and products or purchase them
locally in order to meet our obligations towards customers, which could affect our profitability, business and financial
condition.

4. Our business is dependent on the sale of our products to certain key customers. The loss of such customers, a
significant reduction in purchases by such customers, or a lack of commercial success of a particular component
of which we are a major supplier could materially adversely affect our business, results of operations and
financial condition.

We are dependent on certain key customers in the rail transportation sector. Our top 7 customers accounted for 97% and
96% of our revenues from sale of products on for Fiscals 2023 and 2022 respectively. As we are dependent on certain
key customers, the loss of such customers including as a result of a dispute with or disqualification by them may materially
affect our business and results of operations. The volume of sales to our customers may vary due to our customers’
attempts to manage their inventory, design changes and changes in our customers’ manufacturing strategy, which may
result in a decrease in demand or lack of commercial success of a particular product of which we are a major supplier.
Further, we do not generally have firm commitment or long-term purchase agreements with many of our key customers
and instead rely on purchase orders issued by our customers from time to time. As we are dependent on certain key
customers for a significant portion of our sales, the loss for any of the foregoing reasons of any one of our key customers,
if not replaced, may materially adversely affect our business, results of operations and financial condition.

5. Our Registered Office is not owned by us and we partly own the land occupied by our manufacturing facility
from which we operate. The same are occupied by us on a rental basis. Disruption of our rights as lessee or
termination of the agreements with our lessor would adversely impact our operations and, consequently, our
business.

Our Registered Office premises is situated at B-144 Second Floor DDA Shed Phase-1, Okhla Industrial Area Phase-1
New Delhi, South Delhi, Delhi -110020, India and is not owned by us. It is taken on rental basis for a period of 11 months
commencing from July 01, 2023 and ending on May 31, 2024. Further, our Company has been occupying the factory
located at Rewari, Haryana on partially on rental basis through 4 rent deeds dated March 01, 2023, April 01, 2023, March
01, 2023 and July 01, 2023 for a period of 11 months each. We cannot assure you that we will be able to continue the
above arrangement on commercially acceptable / favourable terms in future. If we are required to vacate the current
premises, we would be required to make alternative arrangements for new office and other infrastructure, and we cannot
assure that the new arrangements will be on commercially acceptable / favourable terms. If we are required to relocate
our business operations during this period, we may suffer a disruption in our operations or have to pay higher charges,
which could have an adverse effect on our business, prospects, results of operations and financial condition.

6. Availability of raw materials and fluctuation in raw material prices may have material adverse effects on our
operating profit.

The major raw materials required for our manufacturing process is steel. Due to market driven prices, we have no
influence on the prices at which we can buy these raw materials, thereby limiting our ability to pass on any increase in
raw material prices to our end customers. In addition, supply shortages or delays in deliveries of raw materials can also
result in increased costs. Raw materials are subject to supply disruptions and price volatility caused by various factors
such as the consumer demand, changes in government programs and regulatory sanctions etc. Our suppliers may be unable
to provide us with a sufficient quantity of our raw materials at a suitable price for us to meet the demand for our products.
In the event of any disruption in raw material supply in terms of requisite quantities and qualities, our production schedule
may also be adversely affected having an impact on our business operations. Such events may adversely affect our
reputation, business results of operations and reputation.

7. Our Company’s failure to maintain the quality standards of the products could adversely impact our business,
results of operations and financial condition.

The demand for our products depends on quality that we manufacture and market. Any failure of ours to maintain the
quality standards may affect our business. Although we have put in place strict quality control procedures, we cannot
assure that our products will always be able to satisfy our customer ‘s quality standards. Any negative publicity regarding
our Company, or products, including those arising from any deterioration in quality of our products or any other
unforeseen events could adversely affect our reputation, our operations and our results from operations

30
8. Our Company had not made any provision for payment of gratuity to our employees.

As per provision of Payment of Gratuity Act, 1972 (Act) a scheme for the payment of gratuity to employees shall be made
upon applicability of the Act. Our company failed to determine the applicability of the act although the number of
employees of the company has crossed the threshold limit as mentioned in the Act. Since the company was not aware of
the applicability, the company failed to maintain any provisions for gratuity in any of the past financials’ years. Upon
identification of this non-compliance the same was rectified in the restated financials by taking actuarial valuation and
making appropriate provisions for gratuity. Although no complaint had been filed against our company for non-
compliance under any section of Act, and also no show cause notice in respect of the above has been received by the
Company till date. But if the company is found to be in default in complying with any of the provisions of this Payment
of Gratuity Act, 1972 or any rule or order made thereunder the employer shall be punishable with imprisonment for a
term which may extend to one year, or with fine which may extend to Twenty-Five thousand rupees, or with both. Upon
any such action the financial position of the company may be impacted.

9. Contracts entered into by our Company do not contain price escalation or variation clauses in respect of increases
in materials’ prices.

Our contracts do not contain price escalation or variation clauses that provide for reimbursement by the customer or
increases in the contract amount in the event of a variation in the prices of key materials required. Consequently, if the
prices of materials required increase during the execution period, our Company’s costs will increase, which will reduce
our profitability and may lead to cost overruns. This may occur due to a variety of reasons that may be outside our control,
including unanticipated changes in engineering design; increases in equipment costs, materials or manpower; delays
associated with the delivery of equipment and materials, unforeseen construction conditions and delays caused by local
weather. If we fail either to estimate costs accurately upon entry into a particular contract or to control costs during the
term of a contract and are unable to renegotiate the contract to obtain an escalation in a given contract price, any costs in
excess of the contract price will need to be absorbed by our Company and may affect its ability to sustain existing levels
of profitability or to obtain future contract awards. In addition, if our cost estimates are too high, our Company’s
competitive position or reputation could be adversely affected.

10. We may be unable to respond to changes in consumer demands and market trends in a timely manner.

Our success depends on our ability to identify, originate and define product and market trends, as well as to anticipate,
gauge and react to rapidly changing consumer demands in a timely manner. Our products must also appeal to a broad
range of customers whose preferences may vary. We cannot assure you that the demand for our products with end-
consumers will continue to grow or that we will be able to continue to meet rapidly changing consumer demands in the
future. If we misjudge the market or fail to anticipate a shift in consumer preferences, we may be faced with a reduction
in revenues. Any inability to respond to changes in consumer demands and market trends in a timely manner could have
a material adverse effect on our business, financial condition and results of operations.

11. We could become liable to customers, suffer adverse publicity and incur substantial costs as a result of defects in
our products, which in turn could adversely affect the value of our brand, and our sales could be diminished if
we are associated with negative publicity.

Any failure or defect in our products could result in a claim against us for damages, regardless of our responsibility for
such a failure or defect. Although we attempt to maintain quality standards, we cannot assure that all our products would
be of uniform quality, meet the customer standards which in turn could adversely affect the value of our brand, and our
sales could be diminished if we are associated with negative publicity. Also, our business is dependent on the trust our
customers have in the quality of our products. Any negative publicity regarding our company, brand, or products or any
other unforeseen events could affect our reputation and our results from operations.

12. Our Promoters plays a key role in our functioning and we heavily rely on their knowledge and experience in
operating our business and therefore, it is critical for our business that our promoters remain associated with us.

We benefit from our relationship with our Promoters and our success depends upon the continuing services of our
Promoter who have been responsible for the growth of our business and is closely involved in the overall strategy,
direction and management of our business. Our Promoters have been actively involved in the day-to-day operations and
management. Accordingly, our performance is heavily dependent upon the services of our Promoters. If our Promoters
are unable or unwilling to continue in his present position, we may not be able to replace them easily or at all. Our
Promoters, have over the years-built relations with various customers and other persons who are form part of our
stakeholders and are connected with us. The loss of their services could impair our ability to implement our strategy, and
our business, financial condition, results of operations and prospects may be materially and adversely affected.

31
13. We require a number of approvals, NOCs, licenses, registrations and permits in the ordinary course of our
business. Some of the approvals are required to be obtained by our Company and any failure or delay in obtaining
the same in a timely manner may adversely affect our operations.

We require several statutory and regulatory permits, licenses and approvals to operate our business. Many of these
approvals are granted for fixed periods of time and need renewal from time to time. Presently, we have applied for
updating licenses and approvals in the name of “Kalyani Cast-Tech Limited” from “Kalyani Cast-Tech Private Limited”.
Also, we are yet to receive and renew several approvals and licenses. Non-obtaining or non-renewal of the said permits
and licenses would adversely affect our Company’s operations, thereby having a material adverse effect on our business,
results of operations and financial condition. Further we require to keep already obtained valid key approvals such as Tax
Registrations, Shops and Establishment Act License, for running our operations in a smooth manner. Further, our
Company is unable to trace copy of its already obtained approval of Consent to Establish under the Water (Prevention &
Control of Pollution) Act, 1974 and the Air (Prevention & Control of Pollution) Act, 1981.There can be no assurance that
the relevant authorities will issue any of such permits or approvals in the time-frame anticipated by us or at all. Some of
our permits, licenses and approvals are subject to several conditions and we cannot provide any assurance that we will be
able to continuously meet such conditions or be able to prove compliance with such conditions to the statutory authorities,
which may lead to the cancellation, revocation or suspension of relevant permits, licenses or approvals. Any failure by us
to apply in time, to renew, maintain or obtain the required permits, licenses or approvals, or the cancellation, suspension
or revocation of any of the permits, licenses or approvals may result in the interruption of our operations and may have a
material adverse effect on the business.

For further details, please see chapters titled “Key Industry Regulations and Policies” and “Government and Other
Statutory Approvals” at pages 114 and 180 respectively of this Prospectus.

14. We do not have firm commitment agreements with our customers. If our customers choose not to source their
requirements from us, our business and results of operations may be adversely affected.

We do not have firm commitment, long-term supply agreements with all our customers and instead rely on purchase
orders to govern the volume and other terms of our sales of products. Many of the purchase orders we receive from our
customers specify a price per unit and delivery schedule, and the quantities to be delivered are determined closer to the
date of delivery. However, such orders may be amended or cancelled prior to finalisation, and should such an amendment
or cancellation take place, it may adversely impact our production schedules and inventories. Further, where we have
contracts with customers, such contracts do not bind our customers to provide us with a specific volume of business and
can be terminated by our customers with or without cause, with little or no advance notice and without compensation.
Consequently, there is no commitment on the part of the customer to continue to place new work orders with us and as a
result, our sales from period to period may fluctuate significantly as a result of changes in our customers’ vendor
preferences and we may be unable to procure repeat orders from our customers.

Cancellation by customers or delay or reduction in their orders or instances where anticipated orders fail to materialize
can result in mismatch between our inventories of raw materials and of manufactured products, thereby increasing our
costs relating to maintaining our inventory and reduction of our margins, which may adversely affect our profitability and
liquidity. Further, we may not find any customers or purchasers for the surplus or excess capacity, in which case we would
be forced to incur a loss. Further, our inability to find customers for surplus products may result in excessive inventories
which may become obsolete and may be required to be written off in the future. Additionally, our customers have high
and stringent standards for product quality and quantity as well as delivery schedules. Any failure to meet our customers’
expectations could result in the cancellation or non-renewal of contracts or purchase orders. There are also a number of
factors, other than our performance that could cause the loss of a customer. Customers may demand price reductions, set-
off any payment obligations, require indemnification for themselves or their affiliates, or replace their existing products
with alternative products, any of which may have an adverse effect on our business, financial condition, results of
operations and future prospects.

15. The continuing effect of the COVID-19 pandemic on our business and operations is highly uncertain and cannot
be predicted.

The continuing effect of the COVID-19 pandemic on our business and operations is highly uncertain and cannot be
predicted. In late calendar 2019, COVID-19, commonly known as “novel coronavirus” was first reported in Wuhan,
China. Since then, the virus has progressively spread globally too many countries. The World Health Organization
declared the COVID-19 outbreak as a health emergency of international concern on January 30, 2020 and thereafter
categorised the outbreak as a pandemic on March 11, 2020. In order to contain the spread of COVID-19 virus, the
Government of India initially announced a 21-day lockdown on March 24, 2020, which, after being subject to successive
extensions, is being relaxed currently. During the duration of the lockdown, there were several restrictions in place
including travel restrictions and directive to all citizens to not move out of their respective houses unless essential. Whilst
the lockdown required private, commercial and industrial establishments to remain closed, subsequently manufacturing

32
units of essential commodities were permitted to be functional. The team members have been working from home during
lockdown and have been able to execute their responsibilities and service clients without any disruption, difficulty or
delay. Due to the rising number of infected cases of COVID-19 in the country, there is no certainty if additional restrictions
will be put back in place or if another lockdown would be re-imposed to control the spread of the pandemic. We cannot
assure you that we may not face any difficulty in our operations due to such restrictions and such a prolonged instance of
lockdown may adversely affect our business, financial condition and results of operations.

Further, our ability to ensure the safety of our workforce and continuity of operations while confirming with measures
implemented by the central and state governments in relation to the health and safety of our employees may result in
increased costs. In the event a member or members of our senior management team contract COVID-19, it may potentially
affect our operations. Further, in the event any of our employees contact COVID-19, we may be required to quarantine
our employees and shut down a part of or the entire operating facility as necessary. Risks arising on account of COVID-
19 can also threaten the safe operation of our facility, loss of life, injuries and impact the wellbeing of our employees.
The ultimate impact will depend on a number of factors, many of which are outside our control. These factors include the
duration, severity and scope of the pandemic, the impact of the pandemic on economic activity in India and globally, the
eventual level of infections in India, and the impact of any actions taken by governmental bodies or health organisations
(whether mandatory or advisory) to combat the spread of the virus. These risks could have an adverse effect on our
business, results of operations, cash flows and financial condition. To the extent that the COVID19 pandemic adversely
affects our business and operations, it may also have the effect of heightening many of the other risks described in this
“Risk Factors” section.

16. General economic and market conditions in India and globally could have a material adverse effect on our
business, financial condition, cash flows, results of operations and prospects.

Our business is highly dependent on economic and market conditions in India and other jurisdictions where we operate.
General economic and political conditions in India, such as macroeconomic and monetary policies, industry-specific
trends, mergers and acquisitions activity, legislation and regulations relating to the financial and securities industries,
household savings rate, investment in alternative financial instruments, upward and downward trends in the market,
business and financial sectors, volatility in security prices, perceived lack of attractiveness of the Indian capital markets,
inflation, foreign direct investment, consumer confidence, currency and interest rate fluctuations, availability of short-
term and long-term market funding sources and cost of funding, could affect our business. Global economic and political
conditions may also adversely affect the Indian economic conditions. Market conditions may change rapidly and the
Indian capital markets have experienced significant volatility in the past. The Indian economy has had sustained periods
of high inflation in the recent past. If inflation or real interest rates were to rise significantly, the trends towards increased
financial savings might slow down or reverse, our employee costs may increase and the sales of many of our products
and services may decline.

17. If we are unable to respond to the demands of our existing and new clients, or adapt to technological changes or
advances, our business and growth could be adversely affected.

Our industry is characterized by increasingly new and changing business models and rapid technological and regulatory
changes. Our clients’ needs and demands for our products evolve with these changes. Our future success will depend, in
part, on our ability to respond to our clients’ demands for new products, capabilities and technologies on a timely and
cost-effective basis. We also need to adapt to technological advancements and keep pace with changing regulatory
standards to address our clients’ increasingly sophisticated requirements. If we fail to adapt or keep pace with new
technologies in a timely manner, provide customers with better products and services and user experience, or retain and
attract skilled technology staff, it could harm our ability to compete, decrease the value of our products and services to
our clients, and adversely affect our business and future growth.

18. Any increase in interest rates would have an adverse effect on our results of operations and will expose our
Company to interest rate risks.

We are dependent upon the availability of equity, cash balances and debt financing to fund our operations and growth.
Any fluctuations in interest rates may directly impact the interest costs of such loans and, in particular, any increase in
interest rates could adversely affect our results of operations. Furthermore, our indebtedness means that a material portion
of our expected cash flow may be required to be dedicated to the payment of interest on our indebtedness, thereby reducing
the funds available to us for use in our general business operations. If interest rates increase, our interest payments will
increase and our ability to obtain additional debt and non-fund-based facilities could be adversely affected with a
concurrent adverse effect on our business, financial condition and results of operations. For further details, please refer
chapter titled “Financial Indebtedness” beginning on page 173 of this Prospectus.

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19. Major fraud, lapses of internal control or system failures could adversely impact the company’s business.

Our Company is vulnerable to risk arising from the failure of employees to adhere to approved procedures, system
controls, fraud, system failures, information system disruptions, communication systems failure and interception during
transmission through external communication channels or networks. Failure to protect fraud or breach in security may
adversely affect our Company’s operations and financial performance. Our reputation could also be adversely affected
by significant fraud committed by our employees, agents, customers or third parties.

20. We have not applied for registration of our name and logo and do not own the trademark legally as on date. We
may be unable to adequately protect our intellectual property. Furthermore, we may be subject to claims alleging
breach of third party intellectual property rights.

We have not applied for registration of our name and logo under the provisions of the Trademarks Act, 1999 and do not
own the trademark as on date. As such we do not enjoy the statutory protections accorded to a registered trademark as on
date. We are in the process of filing an application with the Trade Marks Registry, for registration of our logo and
corporate name under the provisions of the Trade Marks Act, 1999. There can be no assurance that we will be able to
register the trademark and the logo in future or that, third parties will not infringe our intellectual property, causing damage
to our business prospects, reputation and goodwill.

Further, we cannot assure you that any application for registration of our trademark in future by our Company will be
granted by the relevant authorities in a timely manner or at all. Our efforts to protect our intellectual property may not be
adequate and may lead to erosion of our business value and our operations could be adversely affected. We may not be
able to detect any unauthorized use or take appropriate and timely steps to enforce or protect our intellectual property.

21. We have had certain inaccuracy in relation to regulatory filings to be made with the RoC and our company has
made non-compliances of certain provision under applicable laws

Our Company has overlooked to comply with certain statutory provisions in the past including but not limited to the
details as mentioned in this risk factor. There are few discrepancies noticed in some of our corporate records relating to
adhering with the provisions of SS-1 and SS-2 of the Companies Act, 2013, however, upon identifying such non-
compliance, the company adhered with the provisions of SS-1 and SS-2 of Companies Act, 2013. Our Company failed to
comply with few of the provisions of Section 12(3) (a) and (c) of the Companies Act, 2013 by not mentioning Corporate
Identity Number along with telephone number, fax number, e-mail and website addresses of the company on its business
letters, and billheads. Upon identification of the said non-compliances the company has adhered to the provision
mentioned in section 12.

In addition, there are few discrepancies noticed in some of our corporate records relating to e-forms filed with the Registrar
of Companies. The discrepancies pertain to e-forms and attachments which contains certain clerical errors and inadequate
disclosures. Further, some of the attachments are not duly signed, stamped or on the letterhead of the Company. Also, our
Company has failed to file some of the e-forms within prescribed time, the same were later filed by paying additional
fees. However, upon identification of the above compliances, the Company ensured to adhered to all provisions and do
the needful within the prescribed time limit.

Valuation report pertaining to transfer of shares of the Company are not available with the Company and various transfer
of shares between our promoter/director and public shareholders have happened at a price which is lower than the Issue
price.

While no legal proceedings or regulatory action has been initiated against our Company in relation to such non-
compliance or instances of non-filings or incorrect filings or delays in filing statutory forms with the RoC as of the date
of this Prospectus, we cannot assure you that such legal proceedings or regulatory actions will not be initiated against our
Company in future and we cannot assure you that we will not be subject to penalties imposed by concerned regulatory
authorities in this respect. Therefore, if the authorities impose monetary penalties on us or take certain punitive actions
against our Company in relation to the same, our business, financial condition and results of operations could be adversely
affected.

22. If we are not able to compete successfully against existing and new competitors, we may lose customers and
market share as well as reduce our margins.

The product segments in which we operate are mature and highly competitive in India, as a limited number of large
manufacturers compete for consumer acceptance. Competition is based upon brand perceptions, product performance and
innovation, customer service and price. In particular, this competition may affect our ability to bid competitively for
supply contracts with the Indian Railways and other government bodies which are awarded pursuant to competitive
bidding processes. In accordance with the prevailing procurement policies of the Indian Railways, a certain proportion of

34
these contracts are awarded to the lowest bidder. Some of our competitors which operate on a relatively smaller base and
any new entrants to the industry may be willing to reduce their margins in order to gain market share and may lower their
bid values for securing these contracts.

Our ability to compete effectively may be affected by factors such as:

• our competitors may have substantially greater financial, marketing, research and development and other resources
and greater market share in certain segments than we do, which could provide them with greater scale and negotiating
leverage with distributors, and suppliers;

• our competitors may have lower manufacturing, sales and distribution costs, and higher profit margins, which may
enable them to offer aggressive retail discounts and other promotional incentives.

Any failure by us to compete effectively, including in terms of pricing or providing quality products, could have a material
adverse effect on our business, results of operations and financial condition. Our ability to compete successfully will
depend, in significant part, on our ability to reduce costs by such means as leveraging global purchasing, improving
productivity, elimination of redundancies and increasing manufacturing at low-cost supply sources. If we are unable to
compete successfully, our market share may decline, which may have a material adverse effect on our results of operations
and financial condition.

23. Orders placed by customers may be delayed, modified or cancelled, which may have an adverse effect on our
business, financial condition and results of operations.

We may encounter problems in executing the orders in relation to our products, or executing it on a timely basis.
Moreover, factors beyond our control or the control of our customers may postpone the delivery of such products or cause
its cancellation. Due to the possibility of cancellations or changes in scope and schedule of delivery of such products,
resulting from our customers’ discretion or problems we encounter in the delivery of such products or reasons outside our
control or the control of our customers, we cannot predict with certainty when, if or to what extent we may be able to
deliver the orders placed. Additionally, delays in the delivery of such products can lead to customers delaying or refusing
to pay the amount, in part or full, that we expect to be paid in respect of such products. In addition, even where a delivery
proceeds as scheduled, it is possible that the customers may default or otherwise fail to pay amounts owed.

24. Further any defaults or delays in payment by a significant portion of our customers, may have an adverse effect
on cash flows, results of operations and financial condition.

In the ordinary course of business, we extend credit to our customers. Our results of operations and profitability depend
on the credit worthiness of our customers. Certain of these customers may have weak credit histories and we cannot assure
that these counterparties will always be able to pay us in a timely fashion, or at all. Any adverse change in the financial
condition of our customers may adversely affect their ability to make payments to us. Default or delays in payments by a
significant portion of our customers may have an adverse effect on cash flows, results of operations and financial
condition. Default or delays in payments by a significant portion of our customers may have an adverse effect on cash
flows, results of operations and financial condition.

25. Our inability to manage growth could disrupt our business and reduce our profitability. We propose to expand
our business activities in coming financial years.

We expect our future growth to place significant demands on both our management and our resources. This will require
us to continuously evolve and improve our operational, financial and internal controls across the organisation. In
particular, continued expansion increases the challenges we face in:

• Our ability to acquire and retain clients for our products;

• Services, products or pricing policies introduced by our competitors;

• Capital expenditure and other costs relating to our operations;

• The timing and nature of, and expenses incurred in, our marketing efforts;

• Recruiting, training and retaining sufficient skilled technical and management personnel;

• Adhering to our high quality and process execution standards;

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• Maintaining high levels of customer satisfaction;

• Developing and improving our internal administrative infrastructure, particularly our financial, operational,
communications, and other internal systems.

You should not rely on yearly comparisons of our results of operations as indicators of future performance. It is possible
that in some future periods our results of operations may be below the expectations of public, market analysts and
investors. If we are unable to manage our growth it could have an adverse effect on our business, results of operations
and financial condition.

26. Our funding requirements and the deployment of Net Proceeds are based on management estimates and have not
been independently appraised. Further, our management will have discretion in the application of the Net
Proceeds, and there is no assurance that the Objects of the Issue will be achieved within the time frame expected
or at all.

We intend to use the Net Proceeds for the purposes described under “Objects of the Issue” on page 74. The Objects of
the Issue include funding of working Capital Requirements of our company amounting upto ₹ 2,375.00 Lakh, and general
corporate purposes amounting to ₹ 297.22 Lakh. Our funding requirements and the deployment of the Net Proceeds are
based on management estimates for which we have relied on internal assumptions and such assumptions have not been
appraised by any independent agency. The Net Proceeds may be used to repay / prepay such term and / or working capital
loans. While we believe that utilization of Net Proceeds for repayment of loans would help us to reduce our cost of debt
and enable the utilization of our internal accruals for further investment in business growth and expansion, the repayment
of loans will not result in the creation of any tangible assets for our Company. Given the nature of our business and due
to various uncertainties involved, we may be unable to utilize the Net Proceeds within the time frame or as per the schedule
of deployment that we currently estimate. In the case of increase in actual expenses or shortfall in requisite funds,
additional funds for a particular activity will be met by means available to us, including internal accruals and additional
equity and / or debt arrangements.

27. Our Company has a negative cash flow from investing activities in the period ended on June 30, 2023 and past 3
financial years and Financing Activities in the financial year ending on March 31, 2022 and 2021, details of
which are given below. Sustained negative cash flow could impact our growth and business.

Our Company had negative cash flows from our investing activities and financing activities in the previous year(s) as per
the Restated Financial Statements and the same are summarized as under:
(₹ in lakh)
Particulars June 30, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Net Cash from Operating Activities 231.69 402.93 574.10 38.22
Net Cash from Investing Activities (107.87) (55.62) (187.74) (49.44)
Net Cash from Financing Activities 237.80 54.42 (259.86) (21.75)
Net Increase / (Decrease) in Cash & 361.62 401.73 126.50 (32.97)
Cash Equivalents

Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet capital
expenditure, pay dividends, repay loans, and make new investments without raising finance from external resources. If
we are not able to generate sufficient cash flows in future, it may adversely affect our business and financial operations.

28. If we are unable to source business opportunities effectively, we may not achieve our financial objectives.

Our ability to achieve our financial objectives will depend on our ability to identify, evaluate and accomplish business
opportunities. To grow our business, we will need to hire, train, supervise and manage new employees and to implement
systems capable of effectively accommodating our growth. However, we cannot assure you that any such employees will
contribute to the success of our business or that we will implement such systems effectively. Our failure to source business
opportunities effectively could have a material adverse effect on our business, financial condition and results of
operations. It is also possible that the strategies used by us in the future may be different from those presently in use. No
assurance can be given that our analyses of market and other data or the strategies we use or plans in future to use will be
successful under various market conditions.

29. Brand recognition is important to the success of our business, and our inability to build and maintain our brand
names will harm our business, financial condition and results of operation.

Brand recognition is important to the success of our business. Establishing and maintaining our brand name in the industry
or for people relying on products is critical to the success of the customer acquisition process of our business. Although,

36
we expect to allocate significant amount of resources, financial and otherwise, on establishing and maintaining our brands,
no assurance can be given that our brand names will be effective in attracting and growing user and client base for our
businesses or that such efforts will be cost-effective, which may negatively affect our business, financial condition and
results of operations.

30. Significant disruptions in our information technology systems or breaches of data security could adversely affect
our business and reputation.

We may also face cyber threats such as: (i) Phishing and Trojans – targeting our customers, wherein fraudsters send
unsolicited codes or mails to our customers seeking account sensitive information or to infect customer machines to search
and attempt ex-filtration of account sensitive information; (ii) Hacking – wherein attackers seek to hack into our
infrastructure with the primary intention of causing reputational damage to us by disrupting services; (iii) Data theft –
This can be internal i.e. by someone who has access to data of our Company or external wherein unconnected cyber
criminals may attempt to intrude into our network with the intention of stealing our data or information; and (iv) Advanced
persistent threat – a network attack in which an unauthorized person gains access to our network and remains undetected
for a long period of time In the event of a significant decline in the demand for our products, our business, results of
operations and financial condition may be materially and adversely affected.

Our systems are potentially vulnerable to data security breaches, whether by our employees, or our service providers or
others that may expose sensitive data to unauthorized persons. We process and transfer data, including personal
information, financial information and other confidential data provided to us by our clients. Although we maintain systems
and procedures to prevent unauthorized access and other security breaches, it is possible that unauthorized individuals
could improperly access our systems, or improperly obtain or disclose sensitive data that we process or handle. Data
security breaches could lead to the loss of intellectual property or could lead to the public exposure of personal information
(including sensitive financial and personal information) of our clients’ investors or our employees. Any such security
breaches or compromises of technology systems could result in institution of legal proceedings against us and potential
imposition of penalties, which may have an adverse effect on our business and reputation.

31. The nature of our business exposes us to liability claims and contract disputes and our indemnities may not
adequately protect us. Any liability in excess of our reserves or indemnities could result in additional costs, which
would reduce our profits.

Time is often of the essence in our business work. In the event there are delays in our current or future products, we will
not be able to get extensions from our customers. Further, in some contracts, in case of delay due to deficiency in products
by us, clients may have the right to complete the work at our risk and cost by engaging a third party. In the event we fail
to perform under the terms of a particular contract, that could adversely affect our financial conditions and business
operations. Failure to effectively cover ourselves against any of these reasons could expose us to substantial costs and
potentially lead to material losses. In addition, if there is a customer dispute regarding our performance or workmanship,
the customer may delay or withhold payment to us.

32. Employee fraud or misconduct could harm us by impairing our ability to attract and retain clients and subject us
to significant legal liability and reputational harm.

Our business is exposed to the risk of employee misappropriation, fraud or misconduct. Our employees could make
improper use or disclose confidential information, which could result in regulatory sanctions and serious reputational or
financial harm. While we strive to monitor, detect and prevent fraud or misappropriation by our employees, through
various internal control measures, we may be unable to adequately prevent or deter such activities in all cases. Our
dependence upon automated systems to record and process transactions may further increase the risk that technical system
flaws or employee tampering or manipulation of those systems will result in losses that are difficult to detect. While we
have not been able to identify such issues in the past, there could be instances of fraud and misconduct by our employees,
which may go unnoticed for certain periods of time before corrective action is taken. In addition, we may be subject to
regulatory or other proceedings, penalties or other actions in connection with any such unauthorized transaction, fraud or
misappropriation by our agents or employees, which could adversely affect our goodwill, business prospects and future
financial performance. We may also be required to make good any monetary loss to the affected party. Even when we
identify instances of fraud and other misconduct and pursue legal recourse or file claims with our insurance carriers, we
cannot assure you that we will recover any amounts lost through such fraud or other misconduct.

33. The average cost of acquisition of Equity Shares by our Promoters is lower than the issue price.

Our Promoter’ average cost of acquisition of Equity Shares in our Company is lower than the Issue Price as decided by
the Company in consultation with the Book Running Lead Manager. For further details regarding average cost of
acquisition of Equity Shares by our Promoters in our Company and build-up of Equity Shares by our Promoters in our
Company, please refer chapter title “Capital Structure” beginning on page 63 of this Prospectus.

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34. We have entered into related party transactions in the past and may continue to do so in the future.

Our Company has entered into various transactions with our Promoters. While we believe that all such transactions are
conducted on arm’s length basis, there can be no assurance that we could not have achieved more favourable terms had
such transactions were not entered into with related parties. Furthermore, it is likely that we will enter into related party
transactions in future. There can be no assurance that such transactions, individually or in aggregate, will not have an
adverse effect on our financial condition and results of operation. For details on the transactions entered by us, please
refer to chapter “Related Party Transactions” beginning on page 155 of this Prospectus.

35. Our Promoters and promoters group will continue to retain majority control over the Company after the Issue,
which will allow them to influence the outcome of matters submitted to shareholders for approval.

Upon completion of the Issue, our Promoters and Promoters Group will own upto #69.83% of the Post-Issue Equity Share
capital of the Company. As a result, the Promoters and Promoter Group will have the ability to exercise significant
influence over all matters requiring shareholders’ approval, including the election of directors and approval of significant
corporate transactions. The Promoters and Promoter Group will also have an effective veto power with respect to any
shareholder action or approval requiring a majority vote. Such concentration of ownership may also have the effect of
delaying, preventing or deterring a change in control. For further details of Promoter’ shareholding, please refer chapter
titled “Capital Structure” beginning on Page No. 63 of this Prospectus.
#Subject to finalization of the Basis of Allotment

36. We are still in process of compiling information of creditors

As on the date of filing of the Prospectus, our Company is still in the process of compiling information with respect to
Total Outstanding Due to MSME Creditor. Further, details pertaining to amounts due towards our creditors are not
available on the website of our Company. Our inability to accurately forecast the total number of MSME Creditor and
total amount due to them could adversely affect our business operations and cash flows and also affect our ability to
continue to manage and expand our business.

37. We are dependent on a number of Key Managerial Personnel and our senior management, and the loss of, or
our inability to attract or retain such persons could adversely affect our business, results of operations and
financial condition.

Our performance depends largely on the efforts, expertise and abilities of our Key Managerial Personnel, senior
management, and our operational personnel who possess significant experience in the industry in which we operate. We
believe that the inputs and experience of our KMP and senior management, in particular, and other key personnel are
valuable for the development of our business, operations and the strategic directions taken by our Company. We cannot
assure you that these individuals or any other member of our senior management team will not leave us or join a
competitor or that we will be able to retain such personnel or find adequate replacements in a timely manner, or at all.
We may require a long period of time to hire and train replacement personnel when qualified personnel terminate their
employment with our Company. Moreover, we may be required to substantially increase the number of our qualified
personnel in connection with any future growth plans, and we may face difficulty in doing so due to the intense
competition in the technology industry for such personnel. We may also be required to increase our levels of employee
compensation more rapidly than in the past in order to remain competitive in retaining.

Further, the COVID -19 pandemic has dynamically altered the approach on workplace hygiene and safety and continuity
of operations while confirming with measures implemented by the central and state governments in relation to the health
and safety of our employees may result in increased costs. In the event a member or members of our senior management
team contract COVID-19, it may potentially affect our operations. Further, in the event any of our employees’ contract
COVID-19, we may be required to quarantine our employees and shut down a part of or the entire operating facility as
necessary. Risks arising on account of COVID-19 can also threaten the safe operation of our facility, loss of life, injuries
and impact the well-being of our employees.

38. Our operating expenses include overheads that may remain fixed in the medium term. In case there is any decline
in our operating performance, we may be unable to reduce such expenses.

Our operating expenses include various fixed costs, which are as such, not dependent on sales revenue. Any shortfall in
sales may cause significant variations in operating results in any particular quarter, as we would not be able to reduce our
fixed operating expenses in the short term. The effect of any decline in sales may thereby be magnified because a portion
of our earnings are committed to paying these fixed costs. Accordingly, we believe that period-to-period comparisons of
our results may not necessarily give a correct presentation of the performance and should not be relied upon as indications
of future performance.

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39. The shortage or non-availability of power facilities may adversely affect our business processes and have an
adverse impact on our results of operations and financial condition.

Our business processes require substantial amount of power facilities. We do not have arrangements for alternative /
independent sources of power supply as of now. We are mainly dependent on local electricity service provider for meeting
our electricity requirements, there may be factors beyond our control affecting the supply of power. Any power failure
may lead to increased costs, thereby affecting the profitability.

40. Our insurance coverage may not adequately protect us against losses, and successful claims against us that
exceed our insurance coverage could harm our results of operations and diminish our financial position.

We maintain insurance coverage of the type and in the amounts that we believe are commensurate with our operations.
Our insurance policies, however, may not provide adequate coverage in certain circumstances and may be subject to
certain deductibles, exclusions and limits on coverage. In addition, there are various types of risks and losses for which
we do not maintain insurance, such as losses due to business interruption and natural disasters, because they are either
uninsurable or because insurance is not available to us on acceptable terms. A successful assertion of one or more large
claims against us that exceeds our available insurance coverage or results in changes in our insurance policies, including
premium increases or the imposition of a larger deductible or co-insurance requirement, could adversely affect our
business, future financial performance and results of operations.

41. There are no alternate arrangements for meeting our requirements for the Objects of the Issue. Any shortfall in
raising / meeting the same could adversely affect our growth plans, operations and financial performance.

As on date, we have not made any alternate arrangements for meeting our capital requirements for the Objects of the
Issue. We meet our working capital requirements through our owned funds and internal accruals. Any shortfall in our net
owned funds, internal accruals and our inability to raise debt in future would result in us being unable to meet our working
capital requirements, which in turn will negatively affect our financial condition and results of operations. Further we
have not yet identified any alternate source of funding and hence any failure or delay on our part to raise money from this
Issue or any shortfall in the Issue Proceeds may delay the implementation schedule and could adversely affect our growth
plans. For further details, please refer chapter titled “Objects of the Issue” on page 74 of this Prospectus.

42. Our ability to pay dividends in the future will depend upon our future earnings, financial condition, cash flows,
working capital requirements, capital expenditure and restrictive covenants in our financing arrangements.

We may retain all our future earnings, if any, for use in the operations and expansion of our business. As a result, we may
not declare dividends in the foreseeable future. Any future determination as to the declaration and payment of dividends
will be at the discretion of our Board of Directors and will depend on factors that our Board of Directors deem relevant,
including among others, our results of operations, financial condition, cash requirements, business prospects and any
other financing arrangements. Additionally, under some of our loan agreements, we may not be permitted to declare any
dividends, if there is a default under such loan agreements or unless our Company has paid all the dues to the lender up
to the date on which the dividend is declared or paid or has made satisfactory provisions thereof. Accordingly, realization
of a gain on shareholder’s investments may largely depend upon the appreciation of the price of our Equity Shares. There
can be no assurance that our Equity Shares will appreciate in value. For details of our dividend history, see “Dividend
Policy” on page 156 of this Prospectus.

43. Any future acquisitions, joint ventures, partnerships, strategic alliances, tie-ups or investments could fail to
achieve expected synergies and may disrupt our business and harm the results of operations and our financial
condition.

Our success will depend, in part, on our ability to expand our business in response to changing technologies, customer
demands and competitive pressures. We have, in the past, explored and continue to explore opportunities on our own,
through collaborations, tie-ups, strategic alliances, partnerships or joint venture across the country and regions of focus.
In some circumstances, we may also decide to acquire, or invest in, complementary technologies instead of internal
development. While we are currently evaluating opportunities and negotiating with several potential partners, we have
not entered into any definitive agreements. The risks we face in connection with acquisitions may include integration of
product and service offerings, co-ordination of R&D and marketing functions and the diversion of management’s time
and focus from operating our business to addressing challenges pertaining to acquisition and integration. Our failure to
address these risks or other problems encountered in connection with our acquisitions and investments could result in our
failure to realize the anticipated benefits of these acquisitions or investments, cause us to incur unanticipated liabilities,
and harm our business generally.

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44. Our future funds requirements, in the form of fresh issue of capital or securities and / or loans taken by us, may
be prejudicial to the interest of the shareholders depending upon the terms on which they are eventually raised.

We may require additional capital from time to time depending on our business needs. Any fresh issue of shares or
convertible securities would dilute the shareholding of the existing shareholders and such issuance may be done on terms
and conditions, which may not be favourable to the then existing shareholders. If such funds are raised in the form of
loans or debt, then it may substantially increase our interest burden and decrease our cash flows, thus prejudicially
affecting our profitability and ability to pay dividends to our shareholders.

45. Our lenders have imposed certain restrictive conditions on us under our financing arrangements. Under our
financing arrangements, we are required to obtain the prior, written lender consent for, among other matters,
changes in our capital structure, and formulation of a scheme of amalgamation or reconstruction and entering
into any other borrowing arrangement. Further, we are required to maintain certain financial ratios.

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 the consents necessary to take the actions we believe are necessary to operate and grow our business. Our level
of existing debt and any new debt that we incur in the future has important consequences. Any failure to comply with
these requirements or other conditions or covenants under our financing agreements that are not waived by our lenders or
are not otherwise cured by us, may require us to repay the borrowing in whole or part and may include other related costs.
Our Company may be forced to sell some or all of its assets or limit our operations. This may adversely affect our ability
to conduct our business and impair our future growth plans. Though these covenants are restrictive to some extent to the
Company however it ensures financial discipline, which would help the Company in the long run to improve its financial
performance.

For further information, see the chapter titled “Statement of Financial Indebtedness” on page 173 of this Prospectus.

46. Certain Agreements / deeds may be in the previous name of the company.

Our certain agreements and deeds may be in the name of the erstwhile name of the company i.e., Kalyani Cast-Tech
Private Limited. In case we fail to change the name in the agreements and deeds, it may cause adverse effect on Our
company’s business.

47. Reliance has been placed on declarations and affidavits furnished by our Directors and Key Management
Personnel, for details of their work experience and qualification included in this Prospectus.

Our Directors and Key Management Personnel have been unable to trace copies of certain documents pertaining to their
work experience and qualification. Accordingly, reliance has been placed on an affidavit furnished by them to disclose
such details in this Prospectus and neither we, nor the Book Running Lead Manager have been able to independently
verify these details in the absence of primary documentary evidence. Further, there can be no assurances that they will be
able to trace the relevant documents pertaining to their work experience and qualification in the future, or at all. Therefore,
we cannot assure you that all or any of the information relating to the work experience and qualification of our Directors
and Key Management Personnel in chapter “Our Management” beginning on page 127 of this Prospectus is complete,
true and accurate.

48. There is no guarantee that our Equity Shares will be listed on the Stock Exchanges in a timely manner or at all.

In accordance with Indian law and practice, permission to list the Equity Shares will not be granted until after the Equity
Shares have been issued and allotted. Approval will require all other relevant documents authorizing the issuing of our
Equity Shares to be submitted. There could be a failure or delay in listing our Equity Shares on the Stock Exchanges. Any
failure or delay in obtaining the approval would restrict your ability to dispose of your Equity Shares.

49. Excessive reliance on our information technology systems and their failure could harm our relationship with
customers, expose us to lawsuits or administrative sanctions or otherwise adversely affect our provision of
products to customers and our internal operation.

As part of our business strategy, we use high quality of information technology system to deliver our products in the best
possible way. We have an exemplary tract record for completion of the projects within the stipulated time period but there
may be the system interruptions, errors, or downtime which could result from a variety of causes including changes in
technology, technology failure, changes in system, and power failure etc. these may affect our business adversely.

50. The deployment of funds raised through this Issue shall not be subject to any Monitoring Agency and shall be
purely dependent on the discretion of the management of Our Company.

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Since, the Issue size is less than ₹10,000 Lakhs, there is no mandatory requirement of appointing an Independent
Monitoring Agency for overseeing the deployment of utilization of funds raised through this Issue. The deployment of
these funds raised from this Issue, is hence, at the discretion of the management and the Board of Directors of Our
Company and Our Company’s management will have flexibility in applying the proceeds of the Issue and will not be
subject to monitoring by any independent agency. The fund requirement and deployment mentioned in the Objects of the
Issue is based on internal management estimates and have not been appraised by any bank or financial institution. Any
inability on our part to effectively utilize the Issue proceeds could adversely affect our financials. However, our Audit
Committee will monitor the utilization of the proceeds of this Issue and prepare the statement for utilization of the
proceeds of this Issue. Also, in accordance with Section 27 of the Companies Act, 2013, a company shall not vary the
objects of the Issue without the Company being authorized to do so by our shareholders by way of special resolution and
other compliances as applicable in this regard. Our Promoters and controlling shareholders shall provide 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.

51. Negative publicity could adversely affect our revenue model and profitability.

We work in the market where trust of the customers on us and upon the products provided by us matters a lot. Any
negative publicity regarding our company or the products provided by the company due to any other unforeseen events
may affect our reputation and image which leads to the adverse effect on our business and goodwill as well.

52. Industry information included in this Prospectus has been derived from industry reports commissioned by us for
such purpose. 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 reports of certain independent third party sources for purposes of inclusion of such information in
this 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 depend ability 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. Statements from parties
that involve estimates are subject to change, and actual amounts may differ materially from those included in this
Prospectus.

53. The requirements of being a public listed company may strain our resources and impose additional requirements.

With the increased scrutiny of the affairs of a public listed company by shareholders, regulators and the public at large,
we will incur significant legal, accounting, corporate governance and other expenses that we did not incur in the past. We
will also be subject to the provisions of the listing agreements signed with the Stock Exchanges which require us to file
unaudited financial results on a half yearly basis. In order to meet our financial control and disclosure obligations,
significant resources band management supervision will be required. As a result, management’s attention may be diverted
from other business concerns, which could have an adverse effect on our business and operations. There can be no
assurance that we will be able to satisfy our reporting obligations and / or readily determine and report any changes to our
results of operations in a timely manner as other listed companies. In addition, we will need to increase the strength of
our management team and hire additional legal and accounting staff with appropriate public company experience and
accounting knowledge and we cannot assure that we will be able to do so in a timely manner.

Issue Specific Risks:

54. There are restrictions on daily / weekly / monthly movements in the price of the Equity Shares, which may
adversely affect a shareholders’ ability to sell, or 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 all stock exchanges in India, 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 on Indian stock exchanges.
The percentage limit on circuit breakers is set by the stock exchanges based on the historical volatility in the price and
trading volume of the Equity Shares. The stock exchanges do not inform us of the percentage limit of the circuit breaker

41
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 this 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.

55. After this Issue, the price of the Equity Shares may be highly volatile, or an active trading market for the Equity
Shares may not develop.

The price of the Equity Shares on the Stock Exchanges may fluctuate as a result of the factors, including:

• Volatility in the Indian and global capital market;

• Company’s results of operations and financial performance;

• Performance of Company’s competitors,

• Adverse media reports on Company or pertaining to the agriculture Industry;

• Changes in our estimates of performance or recommendations by financial analysts;

• Significant developments in India’s economic and fiscal policies; and

• Significant developments in India’s environmental regulations.

Current valuations may not be sustainable in the future and may also not be reflective of future valuations for our industry
and our Company. There has been no public market for the Equity Shares and the prices of the Equity Shares may fluctuate
after this Issue. There can be no assurance that an active trading market for the Equity Shares will develop or be sustained
after this Issue or that the price at which the Equity Shares are initially traded will correspond to the price at which the
Equity Shares will trade in the market subsequent to this Issue.

56. You will not be able to sell immediately on Stock Exchange any of the Equity Shares you purchase in the Issue
until the Issue receives appropriate trading permissions.

The Equity Shares will be listed on the Stock Exchange. Pursuant to Indian regulations, certain actions must be completed
before the Equity Shares can be listed and trading may commence. We cannot assure you that the Equity Shares will be
credited to investor’s demat accounts, or that trading in the Equity Shares will commence, within the time periods
specified in the Prospectus. Any failure or delay in obtaining the approval would restrict your ability to dispose of the
Equity Shares. In accordance with section 40 of the Companies Act, 2013, in the event that the permission of listing the
Equity Shares is denied by the stock exchanges, we are required to refund all monies collected to investors.

57. The Issue price of our Equity Shares may not be indicative of the market price of our Equity shares after the
issue.

The Issue price of our equity Shares has been determined by Book Built method. This price is based on numerous factors
and may not be indicative of the market price of our Equity Shares after the Issue. The market price of our Equity Shares
could be subject to significant fluctuation after the issue and may decline below the issue price. We cannot assure you
that you will be able to sell your Equity Shares at or above the Issue price. For further details you may refer chapter titled
“Basis for Issue Price” beginning on the page 80 of this Prospectus.

Some of the factors which may affect our share price without limitations are as follows:

• Reports on research by analysts.

• Changes in revenue.

• Variations in growth rate of our financial indicators such as earning per share, income, profit etc.

• General Market Condition

• Domestic and International Economy.

58. Sale of Equity Shares by our Promoters or other significant shareholder(s) may adversely affect the Trading price
of the Equity Shares.

42
Any instance of disinvestments of equity shares by our Promoters or by other significant shareholder(s) may significantly
affect the trading price of our Equity Shares. Further, our market price may also be adversely affected even if there is a
perception or belief that such sales of Equity Shares might occur.

EXTERNAL RISKS

Industry Related Risks:

59. Changes in government regulations or their implementation could disrupt our operations and adversely affect
our business and results of operations.

Our business and industry is regulated by different laws, rules and regulations framed by the Central and State
Government. These regulations can be amended / changed on a short notice at the discretion of the Government. If we
fail to comply with all applicable regulations or if the regulations governing our business or their implementation change
adversely, we may incur increased costs or be subject to penalties, which could disrupt our operations and adversely affect
our business and results of operations.

60. Malpractices by some players in the industry affect overall performance of emerging Companies

The industry in which our Company operates is subject to risk associated with unethical business practices such as
unethical marketing, dishonest advertising, questionable pricing practices, inaccurate claims with regards to safety and
efficacy of the product etc. Consumers’ attitude toward the industry today is dominated by a sense of mistrust, paving a
way for regulators for stricter entry barriers and introduction of code of conducts; making the entire industry environment
regulated and controlled. Malpractices by some players in the industry affects the overall performance of the emerging
Companies like us as the industry norms are applicable to all at parity. Any unethical business practices by any industry
player or intermediary may impact our business and results of operations.

OTHER RISKS:

61. 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 on the sale of shares on a stock exchange held for more than 12 months will not
be subject to capital gains tax in India if the securities transaction tax (“STT”) has been paid on the transaction. The STT
will be levied on and collected by an Indian stock exchange on which equity shares are sold. Any gain on the sale of
shares held for more than 12 months to an Indian resident, which are sold other than on a stock exchange and as a result
of which no STT has been paid, will be subject to long term capital gains tax in India. Further, any gain on the sale of
shares held for a period of 12 months or less will be subject to capital gains tax in India. Further, any gain on the sale of
listed equity shares held for a period of 12 months or less which are sold other than on a stock exchange and on which no
STT has been paid, will be subject to short term capital gains tax at a relatively higher rate as compared to the transaction
where STT has been paid in India.

In Finance Bill 2017, section 10(38) was amended to provide that exemption under this section for income arising on
transfer of equity share acquired on or after 1 st day of October 2004 shall be available only if the acquisition of share is
chargeable to Securities Transactions Tax (STT) under Chapter VII of the Finance (No 2) Act, 2004. In case this provision
becomes effective, sale shares acquired on or after 1 st day of October 2004 on which STT was not charged will attract tax
under provisions of Long-Term Capital Gains.

As per Finance Bill 2018, exemption under section 10(38) for income arising from long term gains on transfer of equity
share shall not be available on or after 1 st day of April 2018 if the long-term capital gains exceeds ₹ 1,00,000/- p.a. Such
income arising from long term gains on transfer of equity share on or after 1 st day of April 2018 in excess of ₹ 1,00,000/-
pa. shall be chargeable at the rate of 10%. Capital gains arising from the sale of shares will be exempt from taxation in
India in cases where an exemption is provided under a tax treaty between India and the country of which the seller is a
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 jurisdictions on gains arising from a sale of the shares
subject to relief available under the applicable tax treaty or under the laws of their own jurisdiction.

62. Significant differences exist between Indian GAAP and other accounting principles, such as U.S. GAAP and
IFRS, which may be material to the financial statements, prepared and presented in accordance with SEBI ICDR
Regulations contained in this Prospectus.

43
As stated in the reports of the Auditor included in this Prospectus under chapter “Financial Statements as Restated”
beginning on page 157 the financial statements included in this Prospectus are based on financial information that is based
on the audited financial statements that are prepared and presented in conformity with Indian GAAP and restated in
accordance with the SEBI ICDR Regulations, and no attempt has been made to reconcile any of the information given in
this Prospectus to any other principles or to base it on any other standards. Indian GAAP differs from accounting principles
and auditing standards with which prospective investors may be familiar in other countries, such as U.S. GAAP and IFRS.
Significant differences exist between Indian GAAP and U.S. GAAP and IFRS, which may be material to the financial
information prepared and presented in accordance with Indian GAAP contained in this Prospectus. Accordingly, the
degree to which the financial information included in this Prospectus will provide meaningful information is dependent
on familiarity with Indian GAAP, the Companies Act and the SEBIICDR Regulations. Any reliance by persons not
familiar with Indian GAAP on the financial disclosures presented in this Prospectus should accordingly be limited.

63. Political instability or a change in economic liberalization and deregulation policies could seriously harm
business and economic conditions in India generally and our business in particular.

The Government of India has traditionally exercised and continues to exercise influence over many aspects of the
economy. Our business and the market price and liquidity of our Equity Shares may be affected by interest rates, changes
in Government policy, taxation, social and civil unrest and other political, economic or other developments in or affecting
India. The rate of economic liberalization could change, and specific laws and policies affecting the information
technology sector, foreign investment and other matters affecting investment in our securities could change as well. Any
significant change in such liberalization and deregulation policies could adversely affect business and economic
conditions in India, generally, and our business, prospects, financial condition and results of operations, in particular.

64. Financial instability in Indian Financial Markets could adversely affect our Company’s results of operation and
financial condition.

In this globalized world, the Indian economy and financial markets are significantly influenced by worldwide economic,
financial and market conditions. Any financial turmoil, say in the United States of America, Europe, China or other
emerging economies, may have a negative impact on the Indian economy. Although economic conditions differ in each
country, investors’ reactions to any significant developments in one country can have adverse effects on the financial and
market conditions in other countries. A loss in investor confidence in the financial systems, particularly in other emerging
markets, may cause increased volatility in Indian financial markets. Indian financial markets have also experienced the
contagion effect of the global financial turmoil. Any prolonged financial crisis may have an adverse impact on the Indian
economy, thereby resulting in a material and adverse effect on our Company’s business, operations, financial condition,
profitability and price of its Shares. Stock exchanges in India have in the past experienced substantial fluctuations in the
prices of listed securities.

65. We cannot guarantee the accuracy or completeness of facts and other statistics with respect to India, the Indian
economy and our industry contained in this Prospectus.

While facts and other statistics in this Prospectus relating to India, the Indian economy and our industry has been based
on various government publications and reports from government agencies that we believe are reliable, we cannot
guarantee the quality or reliability of such materials. While we have taken reasonable care in the reproduction of such
information, industry facts and other statistics have not been prepared or independently verified by us or any of our
respective affiliates or advisors and, therefore we make no representation as to their accuracy or completeness. These
facts and other statistics include the facts and statistics included in the chapter titled “Our Industry” beginning on page
90 of this Prospectus. Due to possibly flawed or ineffective data 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 elsewhere 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 the case may be, elsewhere.

66. Global economic, political and social conditions may harm our ability to do business, increase our costs and
negatively affect our stock price.

Global economic and political factors that are beyond our control, influence forecasts and directly affect performance.
These factors include interest rates, rates of economic growth, fiscal and monetary policies of governments, inflation,
deflation, foreign exchange fluctuations, consumer credit availability, fluctuations in commodities markets, consumer
debt levels, unemployment trends and other matters that influence consumer confidence, spending and tourism. Increasing
volatility in financial markets may cause these factors to change with a greater degree of frequency a magnitude, which
may negatively affect our stock prices.

67. Foreign investors are subject to foreign investment restrictions under Indian law that limits our ability to attract
foreign investors, which may adversely impact the market price of the Equity Shares.

44
Under the foreign exchange regulations currently in force in India, transfers of shares between non-residents and residents
are freely permitted (subject to certain exceptions) 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 fall under any of the exceptions referred to above, then the prior approval of the
RBI will be required. Additionally, shareholders who seek to convert the Rupee proceeds from a sale of shares in India
into foreign currency and repatriate that foreign currency from India will require a no objection / tax clearance certificate
from the income tax authority. There can be no assurance that any approval required from the RBI or any other
government agency can be obtained on any particular terms or at all.

68. Natural calamities could have a negative impact on the Indian economy and cause Our Company’s business to
suffer.

India has experienced natural calamities such as earthquakes, tsunami, floods etc. In recent years, the extent and severity
of these natural disasters determine their impact on the Indian economy. Prolonged spells of abnormal rainfall or other
natural calamities could have a negative impact on the Indian economy, which could adversely affect our business,
prospects, financial condition and results of operations as well as the price of the Equity Shares.

69. Terrorist attacks, civil unrests and other acts of violence or war involving India or other countries could adversely
affect the financial markets, our business, financial condition and the price of our Equity Shares.

Any major hostilities involving India or other acts of violence, including civil unrest or similar events that are beyond our
control, could have a material adverse effect on India’s economy and our business. Incidents such as the terrorist attacks,
other incidents such as those in US, Indonesia, Madrid and London, and other acts of violence may adversely affect the
Indian stock markets where our Equity Shares will trade as well the global equity markets generally. Such acts could
negatively impact business sentiment as well as trade between countries, which could adversely affect our Company’s
business and profitability. Additionally, such events could have a material adverse effect on the market for securities of
Indian companies, including the Equity Shares.

70. Any downgrading of India’s sovereign rating by an independent agency may harm our ability to raise financing.

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

45
 SECTION IV: INTRODUCTION

THE ISSUE

Present Issue in Terms of this Prospectus:

Particulars No. of Equity Shares

Equity Shares Offered through Public Issue of 21,66,000* Equity Shares of face value of ₹ 10.00 each fully
Issue (1) (2) paid of the Company for cash at price of ₹ 139.00 per Equity Share
aggregating to ₹ 3,010.74 lakhs.
Out Of Which:
Reserved for Market Maker 3,62,000* Equity Shares of face value of ₹ 10.00 each fully paid of the
Company for cash at price of ₹ 139.00 per Equity Share aggregating ₹
503.18 lakhs
Net Issue to the Public* 18,04,000* Equity Shares of face value of ₹ 10.00 each fully paid of the
Company for cash at price of ₹ 139.00 per Equity Share aggregating ₹
2,507.56 lakhs .
Of which:
A. QIB Portion (3)(4) 9,01,000 Equity Shares (not more the 50%) aggregating up to ₹ 1,252.39
lakhs
Of which:
i) Anchor Investor Portion 5,40,000 Equity Shares aggregating up to ₹ 750.60 lakhs
ii) Net QIB Portion 3,61,000 Equity Shares aggregating up to ₹ 501.79 lakhs
(Assuming Anchor Investor Portion is
fully subscribed)
Of which:
a) Available for allocation to Mutual 18,000* Equity Shares aggregating up to ₹ 25.02 lakhs
Funds only (5% of the Net QIB
Portion)
b)Balance of QIB Portion for all QIBs 3,43,000* Equity Shares aggregating up to ₹ 476.77 lakhs
including Mutual Funds
B. Non-Retail Investors Portion Not less than 2,71,000 Equity Shares aggregating up to ₹ 376.69 lakhs
C. Retail Investors Portion Not less than 6,32,000 Equity Shares aggregating up to ₹ 878.48 lakhs
Pre and Post Issue Share Capital of our Company:
Equity Shares outstanding prior to the 50,14,500 Equity Shares
Issue
Equity Shares outstanding after the Issue 71,80,500* Equity Shares
Use of Issue Proceeds For details, please refer chapter titled ‘Objects of the Issue’ beginning
on page no. 74 of this Prospectus.
*Subject to finalisation of the Basis of Allotment.

Notes:
1. The Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to
time. This Issue is being made by our company in terms of Regulation of 229 (1) of SEBI ICDR Regulations read
with Rule 19(2)(b)(i) of SCRR wherein not less than 25% of the post – issue paid up equity share capital of our
company are being offered to the public for subscription.

2. The Issue has been authorized by the Board of Directors vide a resolution passed at its meeting held on July 14,
2023 and by the Shareholder of our Company, vide a special resolution passed pursuant to Section 62(1c) of the
Companies Act, 2013 at the Extra Ordinary General Meeting held on July 17, 2023.

3. The SEBI ICDR Regulations permit the issue of securities to the public through the Book Building Process, which
states that, not less than 15% of the Net Issue was available for allocation on a proportionate basis to Non-
Institutional Bidders and not less than 35% of the Net Issue was available for allocation on a proportionate basis
to Retail Individual Bidders and not more than 50% of the Net Issue is allotted on a proportionate basis to QIBs,
subject to valid Bids being received at or above the Issue Price. Accordingly, we have allocated the Net Issue i.e.,
not more than 50% of the Net Issue to QIB and not less than 35% of the Net Issue shall be available for allocation
to Retail Individual Investors and not less than 15% of the Net Issue shall be available for allocation to Non-
institutional bidders.

4. Subject to valid Bids being received at or above the Issue Price, undersubscription, if any, in any category, except
in the QIB Portion, would be allowed to be met with spill-over from any other category or combination of

46
 categories of Bidders at the discretion of our Company in consultation with the Book Running Lead Manager and
the Designated Stock Exchange, subject to applicable laws. Our Company may, in consultation with the Book
Running Lead Manager, allocated 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 was reserved for domestic
Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor.

5. Our Company may, in consultation with the Book Running Lead Manager, allocated up to 59.93% 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
in the Anchor Investor Portion, the remaining Equity Shares shall be added to the QIB Portion. Further, 5% of the
Net QIB Portion was available for allocation on a proportionate basis to Mutual Funds only, and the remainder of
the QIB portion was available for allocation on a proportionate basis to all QIB Bidders (other than Anchor
Investors), including Mutual Funds, subject to valid Bids being received at or above the issue Price. For further
details, please refer section titled “Issue Procedure” beginning on page 205 of this Prospectus.

47
 SUMMARY OF FINANCIAL STATEMENTS

KALYANI CAST-TECH LIMITED

(Formerly known as KALYANI CAST-TECH PRIVATE LIMITED)
CIN: U26990DL2012PLC242760
RESTATED STATEMENT OF ASSETS & LIABILITIES
(Rs. In Lakhs)
For the For the For the For the
period year ended year ended year ended
Particulars
ended June March 31, March 31, March 31,
30, 2023 2023 2022 2021
I. EQUITY AND LIABILITIES
1 Shareholders’ Funds
(a) Share Capital 501.45 501.45 501.45 501.45
(b) Reserves and Surplus 1,216.20 922.56 118.77 1.44

2 Non-Current liabilities
(a) Long-term Borrowings 255.94 203.37 241.55 284.86
(b) Deferred Tax Liabilities (Net) (9.06) (8.75) (7.71) (8.21)
Long-term Provisions 16.43 10.61 4.74 2.01

3 Current Liabilities
(a) Short-term Borrowings 325.99 138.69 28.32 213.68
(b) Trade Payables
(i)Due to Micro, Small & Medium
- - - -
Enterprises
(ii)Due to Other than MSME 296.28 278.59 436.41 304.82
(c) Other Current Liabilities 352.01 163.25 275.99 67.83
(d) Short-term Provisions 103.94 210.42 0.02 0.01

TOTAL 3,059.18 2,420.19 1,599.54 1,367.88

II. ASSETS
1 Non-current Assets
(a) Property, Plant & Equipment & Intangible
Assets
(i) Property, Plant & Equipment 619.04 535.17 561.03 432.63
(ii) Intangible Assets 0.01 0.01 0.02 0.04
(iii) Capital Work-in-progress 32.25 19.87 - -
(b) Other Non-Current Assets 29.45 29.45 29.46 29.37

2 Current Assets
(a) Inventories 899.53 972.48 248.43 587.04
(b) Trade Receivables 415.06 161.91 607.43 233.22
(c) Cash and Cash Equivalents 901.36 539.74 138.00 11.50
(d) Short Term Loans & Advances 79.57 82.69 11.19 27.03
(e) Other Current Assets 82.91 78.87 3.96 47.04

TOTAL 3,059.18 2,420.19 1,599.54 1,367.88

48
 KALYANI CAST-TECH LIMITED
(Formerly Known as KALYANI CAST-TECH PRIVATE LIMITED)
CIN: U26990DL2012PLC242760
RESTATED STATEMENT OF PROFIT & LOSS
(Rs. in Lakhs)
For the For the For the For the
period year ended year ended year ended
Particulars
ended June March 31, March 31, March 31,
30, 2023 2023 2022 2021

Revenue from operations 2,464.08 6,327.01 4,945.34 1,120.01

Other income 3.77 9.44 1.78 15.25

Total Income 2,467.85 6,336.46 4,947.12 1,135.26

Expenses:
Cost of Materials Consumed 1,768.17 5,212.04 4,103.82 1,365.58
Change in Inventory of Stock in Trade and Finished 172.76 (512.30) 374.36 (427.66)
Goods
Employee Benefit Expenses 57.67 103.32 73.66 38.59
Finance Cost 2.07 17.76 31.19 27.33
Depreciation and Amortization Expenses 15.39 71.03 60.53 53.67
Other Expenses 55.20 362.88 178.08 60.94

Total Expenses 2,071.25 5,254.74 4,821.65 1,118.45

Profit before Exceptional Items 396.60 1,081.72 125.49 16.81

Exceptional Items - - - -

Profit/(Loss) before Tax 396.60 1,081.72 125.49 16.81

Tax Expenses:
Current Tax 103.25 278.97 7.66 -
Deferred Tax (0.30) (1.04) 0.50 (18.55)

Profit/(Loss) for the year 293.64 803.79 117.33 35.36

Earnings per equity share:

Basic (in Rs.) 5.86 16.03 2.34 0.76
Diluted (in Rs.) 5.86 16.03 2.34 0.76

49
 KALYANI CAST-TECH LIMITED
(Formerly Known as KALYANI CAST-TECH PRIVATE LIMITED)
CIN: U26990DL2012PLC242760
RESTATED CASH FLOW STATEMENT
(Rs. in Lakhs)
For the For the For the For the
period year ended year ended year ended
Particulars
ended June March 31, March 31, March 31,
30, 2023 2023 2022 2021
A CASH FLOW FROM OPERATING ACTIVITIES:
Net Profit before tax 396.60 1,081.72 125.49 16.81
Depreciation & Amortisation 15.39 71.03 60.53 53.67
Finance Cost 2.07 17.76 31.19 27.33
Loss/(Profit) on Sale of Property, Plant & - - - -
Equipments
Provision for Gratuity 6.47 5.89 2.73 1.37
Interest Income (3.77) (9.41) (1.16) -
Operating Profit before Working Capital 416.76 1,166.99 218.78 99.19
Charges
Adjusted for:
Inventories 72.95 (724.05) 338.61 (1.43)
Trade receivables (253.15) 445.53 (374.21) 82.05
Long Term Loans & Advances - 0.02 (0.09) 12.06
Short Term Loans & Advances 3.13 (71.51) 15.85 (24.53)
Other Current Assets (4.05) (74.90) 43.08 23.11
Trade Payable 17.69 (157.82) 131.60 (162.07)
Other Current Liabilities 188.26 (112.74) 208.16 9.85
Cash Generated from Operations 442.08 471.51 581.77 38.22
Payment of Income Tax (Net of Refund) (210.39) (68.58) (7.66) -

Net cash generated/ (used in) from Operating 231.69 402.93 574.10 38.22
Activities
B CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Property, Plant & Equipment (99.26) (45.16) (188.91) (49.44)
Capital Work In Progress (12.38) (19.87) - -
Sale of Property, Plant & Equipment - - - -
Purchase/(Sale) of Investments - - - -
Interest Income 3.77 9.41 1.16 -
Net Cash used in Investing Activities (B) (107.87) (55.62) (187.74) (49.44)

C CASH FLOW FROM FINANCING ACTIVITIES:

Finance Cost (2.07) (17.76) (31.19) (27.33)
Proceeds From Issue of Shares - - - 50.00
Movement of Long-Term Borrowings 52.57 (38.18) (43.31) (93.86)
Movement Short term borrowings 187.30 110.36 (185.35) 49.44
Net Cash generated from/ (used in) Financing 237.80 54.42 (259.86) (21.75)
Activities (C)
Net Increase/(Decrease) in Cash and Cash 361.62 401.73 126.50 (32.97)
Equivalents
Cash and Cash Equivalents at the beginning of 539.74 138.00 11.50 44.48
the year
Cash and Cash Equivalents at the end of the 901.36 539.74 138.00 11.50
year
Note
1. Components of Cash & Cash Equivalent
a. Balances with banks:
- Current Accounts 901.30 537.75 116.49 0.79
b. Cash on hand (As certified by the management) 0.06 1.99 21.52 10.71
Total 901.36 539.74 138.00 11.50

50
2. The above cash flow statement has been prepared under the indirect method set out in AS-3 issued by the
Institute of Chartered Accountants of India.
3. Figures in Brackets represents outflow.

51
 SECTION V: GENERAL INFORMATION

Our Company was originally incorporated on September 26, 2012 as a Private Limited Company under the name and
style of “Kalyani Cast-Tech Private Limited” under the provisions of Companies Act, 1956 with the Registrar of
Companies, National Capital Territory of Delhi & Haryana vide CIN U26990DL2012PTC242760. Pursuant to
shareholders’ resolution passed at Extra Ordinary General Meeting held on April 29, 2022, our Company was converted
into a Public Limited Company and the name of the Company was changed to Kalyani Cast-Tech Limited vide a fresh
Certificate of Incorporation vide CIN U26990DL2012PLC242760 dated June 03, 2022 issued by Registrar of Companies,
Delhi.

For details in relation to the incorporation, Registered Office and other details, please refer to the chapter titled “Our
History and Certain Other Corporate Matters” beginning on 123 of this Prospectus.

BRIEF COMPANY AND ISSUE INFORMATION

Registration Number 242760
Corporate Identification U26990DL2012PLC242760
Number
Date of Incorporation as September 26, 2012
Private Limited Company
Date of Incorporation as June 03, 2022
Public Limited Company
Address of Registered Office B-144 Second Floor DDA Shed Phase-1 Okhla Industrial Area Phase-1 New Delhi
South Delhi DL 110020, India.
Tel: +91 011 26444400
Email: [email protected]
Website: www.kalyanicasttech.com
Address of Registrar of Registrar of Companies, Delhi & Haryana.
Companies 4th Floor, IFCI Tower,61, Nehru Place, New Delhi-110019, India.
Tel: 011-26235703
Email: [email protected]
Website: www.mca.gov.in
Designated Stock Exchange BSE Limited
(SME Platform of BSE Limited)
P J Towers, Dalal Street, Fort, Mumbai – 400001, Maharashtra, India.
Issue Programme Anchor Portion Issue Opened/Closed on: Tuesday, November 07, 2023
Issue Opened on: Wednesday, November 08, 2023
Issue Closed on: Friday, November 10, 2023
Chief Financial Officer Mr. Amit Kumar
B-144 Second Floor, DDA Shed Phase-1, Okhla Industrial Area, Phase-1, New Delhi,
South Delhi-110020, India.
Tel: +91 011 26444400
Email: [email protected]
Website: www.kalyanicasttech.com
Company Secretary and Mr. Pankaj Kumar
Compliance Officer B-144 Second Floor DDA Shed Phase-1 Okhla Industrial Area Phase-1 New Delhi
South Delhi DL 110020, India.
Tel: +91 011 26444400
Email: [email protected]
Website: www.kalyanicasttech.com

OUR BOARD OF DIRECTORS

Details regarding our Board of Directors as on the date of this Prospectus are set forth in the table hereunder:

Name Designation Address DIN

Mr. Naresh Kumar Managing PT 62/9 Ground Floor, Kalkaji Extension, Delhi -110019, 03302133
Director India.
Ms. Jayashree Kumar Whole time PT 62/9 Ground Floor, Kalkaji Extension, New Delhi- 02933321
Director 110019, India.
Mr. Devender Kumar Non- Executive House no-37, Sector-3, part-2, Rewari, Haryana 123401, 08065475
Director India.

52
 Name Designation Address DIN
Mr. Sanjeev Negi Independent D-215, Sarojini Nagar, NDMC, South West Delhi, Delhi - 09713620
Director 110023, India.
Mr. Kumar Sharat Independent Yavitri Road No.13B, Rajendra Nagar, Patna Sadar Patna, 09713628
Chandra Director Bihar – 800016, India.
For detailed profile of our Directors, refer “Our Management” on page 127 respectively of this Prospectus.

INVESTOR GRIEVANCES

Investors may contact our Company Secretary and Compliance Officer and/or the Registrar to the Issue and/or
the Book Running Lead Manager, in case of any pre-issue or post-issue related problems, such as non-receipt of
letters of allotment, credit of allotted Equity Shares in the respective beneficiary account or refund orders, etc.

All grievances in relation to the application through ASBA process may be addressed to the Registrar to the Issue, with a
copy to the relevant Designated Intermediary with whom the ASBA Form was submitted, giving details such as the full
name of the sole or First Applicant, ASBA Form number, Applicants DP ID, Client ID, PAN, number of Equity Shares
applied for, date of submission of ASBA Form, address of Bidder, the name and address of the relevant Designated
Intermediary, where the ASBA Form was submitted by the Bidder, ASBA Account number in which the amount
equivalent to the Bid Amount was blocked and UPI ID used by the Retail Individual Investors. Further, the Bidder shall
enclose the Acknowledgment Slip from the Designated Intermediaries in addition to the documents or information
mentioned hereinabove.

For all Issue related queries and for redressal of complaints, Applicants may also write to the Book Running Lead
Manager. All complaints, queries or comments received by Stock Exchange/SEBI shall be forwarded to the Book Running
Lead Manager, who shall respond to the same.

All grievances relating to the Anchor Investors may be addressed to the Registrar to the Issue, giving full details such as
name of the sole or first Applicant, Bid cum Application Form number, Applicants DP ID, Client ID, PAN, date of the
Anchor Investor Application Form, address of the Applicant, number of Equity Shares applied for, Bid Amount paid on
submission of the Anchor Investor Application Form and the name and address of the relevant BRLM where the Anchor
Investor Application Form was submitted by the Anchor Investor. For all Issue related queries and for redressal of
complaints, investors may also write to the BRLM.

DETAILS OF KEY INTERMEDIARIES PERTAINING TO THIS ISSUE OF OUR COMPANY

BOOK RUNNING LEAD MANAGER TO THE

REGISTRAR TO THE ISSUE
ISSUE
GRETEX CORPORATE SERVICES LIMITED BIGSHARE SERVICES PRIVATE LIMITED
A-401, Floor 4th, Plot FP-616, (PT), Naman Midtown, S6-2, 6th Pinnacle Business Park, Mahakali Caves Road,
Senapati Bapat Marg, Near Indiabulls, Dadar (w), Delisle next to Ahura Centre, Andheri East, Mumbai- 400093,
Road, Mumbai, Mumbai-400013, Maharashtra, India. Maharashtra, India.
Tel No.: +91 96532 49863 Tel. No.: +91 22 6263 8200
Email: [email protected] Fax No.: +91 22 6263 8299
Website: www.gretexcorporate.com Email: [email protected]
Contact Person: Ms. Neha Maiyan Investor Grievance Email:
SEBI Registration No: INM000012177 [email protected];
CIN: L74999MH2008PLC288128 Website: www.bigshareonline.com
Contact Person: Mr. Vinayak Morbale
SEBI Registration No.: INR000001385
CIN: U99999MH1994PTC076534
LEGAL ADVISOR TO THE ISSUE STATUTORY AUDITOR OF THE COMPANY
M/S. M. V. KINI LAW FIRM KINI M/S. GOEL MINTRI & ASSOCIATES
House, 6 / 39 Jangpura-B, New Delhi – 110014, Delhi, L-76 Ground Floor, Lajpat Nagar-II, New Delhi-110024,
India. Delhi.
Tel No.: +91 11 2437 1038 / 39 / 40, + 91 98990 16169 Tel No.: 011-29813333
Fax No.: +91 11 2437 9484 E-mail: [email protected]
Email: [email protected] Contact Person: Gopal Dutt
Website : www.mvkini.com Membership No.: 520858
Contact Person : Ms. Astha Talwar Firm Registration No.: 013211N
Peer Review No: 013553
BANKER TO THE COMPANY BANKERS TO THE ISSUE / SPONSOR BANK
HDFC BANK LIMTED ICICI BANK LIMITED

53
 Main Circular Road, in front of Jain School Rewari- Capital Market Division, 5th Floor, HT Parkh Marg,
123401 Churchgate, Mumbai- 400020, Maharashtra, India
Tel No.: +91-8279816372 Tel: 022 6805 2182
Email Id: [email protected] Email: [email protected] /
Website: www.hdfcbank.com [email protected]
Contact Person: Kuldeep Radhev Shvam (K10902) Website: www.icicibank.com
Contact Person: Mr. Varun Badai
SEBI Registration No.: INBI00000004
SYNDICATE MEMBER
GRETEX SHARE BROKING LIMITED
A-401, Floor 4th, Plot FP-616, (PT), Naman Midtown, Senapati Bapat Marg, Near Indiabulls, Dadar (w), Delisle
Road, Mumbai, Mumbai-400013, Maharashtra, India.
Tel. No.: 022 69308502/03
Email: [email protected]
Contact Person: Mr. Deepak Navinchandra Shah
SEBI Registration No: INZ000166934
Market Maker Registration No.: SMEMM0617628062012

CHANGES IN AUDITORS DURING LAST THREE FINANCIAL YEARS

Except as mentioned below, there has been no change in the auditors of our Company during the last 3 years:

Sr. Date of From To Reason for

No Change Change
1. November M/s. Marodia Khanna & Associates M/s. Agarwal Prakash & Co. Delhi branch
24, 2021 Chartered Accountants, Chartered Accountants, of auditor is
39, Iind Floor, Mohammadpur, Near 39,2nd Floor Mohammadpur, Bhikaji closed
Bhikaji Cama Place, New Delhi- Cama place, New Delhi 110066, India.
110066. Tel No.: +91-11-46120559
Tel No.: +91-11-26164362 E-mail: [email protected]
E-mail: [email protected] Contact Person: CA B. P. Baranwal
Contact Person: CA Ashok Barnwal Membership No.: 076604
Membership No.: 056375 Firm Registration No.: 005975N
Firm Registration No.: 317147E
2. November M/s. Agarwal Prakash & Co. M/s. B P Baranwal & Co. Due to pre-
22, 2022 Chartered Accountants, Chartered Accountants, occupation
39, 2nd Floor Mohammadpur, Bhikaji 39, Mohammadpur, 2nd Floor, Bhikaji in other
Cama place, New Delhi 110066, India Cama Place, New Delhi 110066, India professional
Tel No.: +91-11-46120559 Tel No.: +91-11-46120559 Work.
E-mail: [email protected] E-mail: [email protected]
Contact Person: CA B. P. Baranwal Contact Person: CA B. P. Baranwal
Membership No.: 076604 Membership No.: 076604
Firm Registration No.: 005975N Firm Registration No.: 040516N
3. July 17, M/s. B P Baranwal & Co. M/s. Goel Mintri & Associates Due to pre-
2023 Chartered Accountants, Chartered Accountants, occupation
39, Mohammadpur, 2nd Floor, Bhikaji L-76 Ground Floor, Lajpat Nagar-II, in other
Cama Place, New Delhi 110066, India New Delhi-110024, Delhi. professional
Tel No.: +91-11-46120559 Tel No.: 011-29813333 Work.
E-mail: [email protected] E-mail: [email protected]
Contact Person: CA B. P. Baranwal Contact Person: Gopal Dutt
Membership No.: 076604 Membership No.: 520858
Firm Registration No.: 040516N Firm Registration No.: 013211N
Peer Review No: 013553

SELF-CERTIFIED SYNDICATE BANKS

The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided on the website of
the SEBI (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes) and updated from time to time.
For details on Designated Branches of SCSBs collecting the Bid-cum-Application Forms, refer to the above-mentioned
SEBI link.

54
Further, as notified by SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019; the
applications through UPI in IPOs can be made only through the SCSBs/ mobile applications whose name appears on the
SEBI website www.sebi.gov. in at the following path: Home ≫ Intermediaries/Market Infrastructure Institutions ≫
Recognized intermediaries ≫ Self Certified Syndicate Banks eligible as Issuer Banks for UPI.

Investor shall ensure that when applying in IPO using UPI, the name of his Bank appears in the list of SCSBs displayed
on the SEBI website which are live on UPI. Further, he/she shall also ensure that the name of the app and the UPI handle
being used for making the application is also appearing in the aforesaid list.

SYNDICATE SCSB BRANCHES

In relation to ASBA Bids submitted to a member of the Syndicate, the list of branches of the SCSBs at the Specified
Locations named by the respective SCSBs to receive deposits of Bid cum Application Forms from the members of the
Syndicate is available on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes) and updated from time to time. For more
information on such branches collecting Bid-cum-Application Forms from the Syndicate at Specified Locations, refer to
the above-mentioned SEBI link.

INVESTORS BANKS OR ISSUER BANKS FOR UPI

In accordance with UPI Circulars, RIIs Applying via UPI Mechanism may apply through the SCSBs and mobile
applications, whose names appear on the website of SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40), as updated from time to
time. A list of SCSBs and mobile applications, which are live for applying in public issues using UPI mechanism is
provided as ‘Annexure A’ to the SEBI circular, bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019.

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 at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, respectively, as updated from time to time.

REGISTRAR AND SHARE TRANSFER AGENTS

The list of the RTAs eligible to accept Applications forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, are provided on the website of the SEBI on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, 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 at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, respectively, as updated from time to time.

STATEMENT OF RESPONSIBILITY OF THE BOOK RUNNING LEAD MANAGER / STATEMENT OF

INTER SE ALLOCATION OF RESPONSIBILITIES

Since Gretex Corporate Services Limited is the sole Book Running Lead Manager to this Issue, a statement of inter se
allocation of responsibilities amongst Book Running Lead Manager is not required.

CREDIT RATING

This being an Issue of Equity Shares, there is no requirement of credit rating for the Issue.

IPO GRADING

Since the Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, there is no requirement of
appointing an IPO Grading Agency.

EXPERT OPINION

Except as stated below, our Company has not obtained any expert opinions:

55
Our Company has received written consent dated July 17, 2023 from Peer Review Auditor namely, M/s Goel Mintri &
Associates, Chartered Accountants, to include their name as required under Section 26(5) of the Companies Act 2013
read with SEBI ICDR Regulations in this Prospectus as an “expert” as defined under Section 2(38) of the Companies Act
2013 to the extent and in respect of its (i) examination report dated October 25, 2023 on our Restated Financial
Information; and (ii) its report dated October 25, 2023 on the statement of Special Tax Benefits in this Prospectus.
Aforementioned consents have not been withdrawn as on the date of this Prospectus.

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

TRUSTEES

This is an issue of equity shares hence appointment of trustees is not required.

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, our Company is not required to appoint a monitoring agency for the purposes of this Issue. 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 Issue.

APPRAISAL AGENCY

Our Company has not appointed any appraising agency for appraisal of the Project.

FILING OF ISSUE DOCUMENT

The Prospectus is being filed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001, Maharashtra,
India.

The 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, 2018. Pursuant to Regulation 246(5) of SEBI (ICDR) Regulations, 2018
and SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of Prospectus will be
filed online through SEBI Intermediary Portal at https://siportal.sebi.gov.in.

A copy of the Red Herring Prospectus/ Prospectus, along with the documents required to be filed under Section 26 & 32
of the Companies Act, 2013 will be filed to the RoC Office situated at Registrar of Companies, Delhi & Haryana, 4th
Floor, IFCI Tower,61, Nehru Place, New Delhi-110019, India.

BOOK BUILDING PROCESS

Book Building, with reference to the Issue, refers to the process of collection of Bids on the basis of the Red Herring
Prospectus within the Price Band. The Price Band as determined by our Company in consultation with the Book Running
Lead Manager in accordance with the Book Building Process and advertised in all edition of financial express (a widely
circulated english national daily newspaper) and all edition of jansatta (a widely circulated hindi national & regional daily
newspaper (hindi being the regional language of delhi where our registered office is located) at least two working days
prior to the Bid/ Issue Opening date. The Issue Price is determined by our Company, in consultation with the Book
Running Lead Manager in accordance with the Book Building Process after the Bid/ Issue Closing Date. Principal parties
involved in the Book Building Process are: -

• Our Company,
• The Book Running Lead Manager in this case being Gretex Corporate Services Limited,
• The Syndicate Member(s) who are intermediaries registered with SEBI/ registered as brokers with BSE Limited and
eligible to act as Underwriters. The Syndicate Member(s) is appointed by the Book Running Lead Manager;
• The Registrar to the Issue and;
• The Designated Intermediaries and Sponsor bank

The SEBI ICDR Regulations have permitted the Issue of securities to the public through the Book Building Process,
wherein allocation to the public shall be made as per Regulation 253 of the SEBI ICDR Regulations.

The Issue is being made through the Book Building Process wherein not more than 50% of the Net Issue was available
for allocation on a proportionate basis to QIBs, our Company in consultation with the BRLM allocated upto 60% of the
QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI (ICDR) Regulations (the “Anchor

56
Investor Portion”), out of which one third was reserved for domestic Mutual Funds, subject to valid Bids being received
from domestic Mutual Funds at or above the Anchor Investor Issue Price. 5% of the QIB Portion was available for
allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB Portion was available for allocation
on a proportionate basis to all QIB Bidders, including Mutual Funds, subject to valid Bids being received at or above the
Issue Price. Further, not less than 15% of the Net Issue was available for allocation on a proportionate basis to Non-
Institutional Bidders and not less than 35% of the Net Issue was available for allocation to Retail Individual Bidders, in
accordance with the SEBI Regulations, subject to valid Bids being received at or above the Issue Price.

All Bidders, except Anchor Investors, are mandatorily required to use the ASBA process for participating in the
Issue. In accordance with the SEBI ICDR Regulations, QIBs bidding in the QIB Portion and Non-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/Issue Period and withdraw their Bids until the Bid/Issue Closing Date. Further, Anchor
Investors cannot withdraw their Bids after the Anchor Investor Bid/Issue Period. Allocation to the Anchor
Investors will be on a discretionary basis.

Subject to valid Bids being received at or above the Issue Price, allocation to all categories in the Net Issue, shall be made
on a proportionate basis, except for Retail Portion where allotment to each Retail Individual Bidders shall not be less than
the minimum bid lot, subject to availability of Equity Shares in Retail Portion, and the remaining available Equity Shares,
if any, shall be allotted on a proportionate basis. Under – subscription, if any, in any category, would be allowed to be
met with spill – over from any other category or a combination of categories at the discretion of our Company in
consultation with the Book Running Lead Manager and the Stock Exchange. 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.

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) 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 issue may use either Application Supported by Blocked Amount (ASBA) facility for making application or also
can use UPI as a payment mechanism with Application Supported by Blocked Amount for making application. For details
in this regards, specific attention is invited to the chapter titled “Issue Procedure” beginning on page 205 of the
Prospectus.

The process of Book Building under the SEBI ICDR Regulations is subject to change from time to time and the investors
are advised to make their own judgment about investment through this process prior to making a Bid or application in the
Issue.

For further details on the method and procedure for Bidding, please see section entitled “Issue Procedure” on page 205
of this Prospectus.

Illustration of the Book Building and Price Discovery Process: Bidders should note that this example is solely for
illustrative purposes and is not specific to the Issue; it also excludes Bidding by Anchor Investors. Bidders can bid at any
price within the Price Band. For instance, assume a Price Band of ₹20.00 to ₹24.00 per share, Issue size of 3,000 Equity
Shares and receipt of five Bids from Bidders, details of which are shown in the table below. The illustrative book given
below shows the demand for the Equity Shares of the Issuer at various prices and is collated from Bids received from
various investors.

Bid Quantity Amount (₹) Cumulative Quantity Subscription

500 24.00 500 16.67%
1000 23.00 1500 50.00%
1500 22.00 3000 100.00%
2000 21.00 5000 166.67%
2500 20.00 7500 250.00%

The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to Issue the
desired number of Equity Shares is the price at which the book cuts off, i.e., ₹ 22.00 in the above example. The Issuer, in
consultation with the BRLM, may finalise the Issue Price at or below such Cut-Off Price, i.e., at or below ₹ 22.00. All
Bids at or above this Issue Price and cut-off Bids are valid Bids and are considered for allocation in the respective
categories.

Steps to be taken by the Bidders for Bidding:

57
• Check eligibility for making a Bid (see section titled “Issue Procedure” on page 205 of this Prospectus);
• Ensure that you have a demat account and the demat account details are correctly mentioned in the Bid cum
Application Form;
• Ensure correctness of your PAN, DP ID and Client ID mentioned in the Bid cum Application Form. Based on these
parameters, the Registrar to the Issue will obtain the Demographic Details of the Bidders from the Depositories.
• Except for Bids on behalf of the Central or State Government officials, residents of Sikkim and the officials appointed
by the courts, who may be exempt from specifying their PAN for transacting in the securities market, for Bids of all
values ensure that you have mentioned your PAN allotted under the Income Tax Act in the Bid cum Application
Form. The exemption for Central or State Governments and officials appointed by the courts and for investors
residing in Sikkim is subject to the Depositary Participant’s verification of the veracity of such claims of the investors
by collecting sufficient documentary evidence in support of their claims.
• Ensure that the Bid cum Application Form is duly completed as per instructions given in this Prospectus and in the
Bid cum Application Form;

Bid/ Issue Program:

Event Indicative Dates

Bid/ Issue Opening Date Wednesday, November 08, 2023
Bid/ Issue Closing Date Friday, November 10, 2023
Finalization of Basis of Allotment with the Designated Stock Exchange On or about
Thursday, November 16, 2023
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA On or about
Account or UPI ID linked bank account Friday, November 17, 2023
Credit of Equity Shares to Demat accounts of Allottees On or about
Monday, November 20, 2023
Commencement of trading of the Equity Shares on the Stock Exchange On or about
Tuesday, November 21, 2023
Note: Our Company in consultation with the Book Running Lead Manager considered participation by Anchor Investors
in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/ Issue Period was opened one Working Day
prior to the Bid/ Issue Opening Date in accordance with the SEBI ICDR Regulations.

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 the Stock Exchange are taken within 6 Working Days of the
Bid/ Issue Closing Date, the timetable may change due to various factors, such as extension of the Bid/Issue Period by
our Company, revision of the Price Band 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.

Bid Cum Application Forms and any revisions to the same will be accepted only between 10.00 A.M. to 5.00 P.M. (IST)
during the Issue Period (except for the Bid/ Issue Closing Date). On the Bid/ Issue Closing Date, the Bid Cum Application
Forms will be accepted only between 10.00 A.M. to 3.00 P.M. (IST) for retail and non-retail Bidders. The time for
applying for Retail Individual Applicant on Bid/Issue Closing Date maybe extended in consultation with the BRLM, RTA
and BSE SME taking into account the total number of applications received up to the closure of timings.

Due to the limitation of time available for uploading the Bid Cum Application Forms on the Bid/Issue Closing Date,
Bidders are advised to submit their applications one (1) day prior to the Bid/ Issue Closing Date and, in any case, not later
than 3.00 P.M. (IST) on the Bid/ Issue Closing Date. Any time mentioned in the Red Herring Prospectus is IST. Bidders
are cautioned that, in the event a large number of Bid Cum Application Forms are received on the Bid/Issue Closing Date,
as is typically experienced in public Issue, some Bid Cum Application Forms may not get uploaded due to the lack of
sufficient time. Such Bid Cum Application Forms that cannot be uploaded will not be considered for allocation under this
Issue. Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holidays).
Neither our Company nor the BRLM is liable for any failure in uploading the Bid Cum Application Forms due to faults
in any software/hardware system or otherwise.

In accordance with SEBI ICDR Regulations, QIBs and Non-Institutional Applicants are not allowed to withdraw or lower
the size of their Application (in terms of the quantity of the Equity Shares or the Application amount) at any stage. Retail
Individual Applicants can revise or withdraw their Bid Cum Application Forms prior to the Bid/Issue Closing Date.
Allocation to Retail Individual Applicants, in this Issue 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 Bid Cum Application Form, for a particular
Applicant, the details as per the file received from 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

58
electronic Bid Cum Application Form, for a particular ASBA Applicant, the Registrar to the Issue shall ask the relevant
SCSBs/ RTAs / DPs / stock brokers, as the case may be, for the rectified data.

WITHDRAWAL OF THE ISSUE

In accordance with the SEBI (ICDR) Regulations, our Company in consultation with Book Running Lead Manager,
reserves the right not to proceed with this issue at any time after the Issue Opening Date, but before our Board meeting
for Allotment without assigning reasons thereof.

If our Company withdraws the Issue after the Issue Closing Date, we will give reason thereof within two days by way of
a public notice which shall be published in the same newspapers where the pre-issue advertisements were published.

Further, the Stock Exchanges shall be informed promptly in this regard and the Book Running Lead Manager, through
the Registrar to the Issue, shall notify the SCSBs to unblock the Bank Accounts of the ASBA Applicants within one
Working Day from the date of receipt of such notification.

In case our Company withdraws the Issue after the Issue Closing Date and subsequently decides to undertake a public
offering of Equity Shares, our Company will file a fresh Offer Document with the Stock Exchange where the Equity
Shares may be proposed to be listed.

Notwithstanding the foregoing, the Issue is also subject to obtaining the final Listing and Trading Approval of the Stock
Exchange, which the Company shall apply for after Allotment. In terms of the SEBI Regulations, Non-Retail Applicants
shall not be allowed to withdraw their Application after the Issue Closing Date.

UNDERWRITING AGREEMENT

This Issue is 100% Underwritten. The Underwriting agreement is dated July 18, 2023 and the addendum to Underwriting
Agreement dated October 30, 2023. Pursuant to the terms of the Underwriting Agreement the obligations of the
Underwriters are several and are subject to certain conditions specified therein.

The Underwriter Have indicated its intention to underwrite the following number of specified securities being offered
through this Issue:

Details of the Underwriter No. of Amount % of the Total

shares Underwritten Issue Size
underwritten (₹ in Lakh) Underwritten
Gretex Corporate Services Limited 18,04,000 2,507.56 83.29%
A-401, Floor 4th, Plot FP-616, (PT), Naman Midtown,
Senapati Bapat Marg, Near Indiabulls, Dadar (w),
Delisle Road, Mumbai, Mumbai-400013, Maharashtra,
India.
Tel. No.: +91 96532 49863
Email: [email protected]
Website: www.gretexcorporate.com
Contact Person: Ms. Neha Maiyan
SEBI Registration No.: INM000012177
CIN: L74999MH2008PLC288128
Gretex Share Broking Limited 3,62,000 503.18 16.71%
A-401, Floor 4th, Plot FP-616, (PT), Naman Midtown,
Senapati Bapat Marg, Near Indiabulls, Dadar (w),
Delisle Road, Mumbai, Mumbai-400013, Maharashtra,
India.
Tel. No.: 022 69308502/03
Email: [email protected]
Contact Person: Mr. Deepak Navinchandra Shah
SEBI Registration No: INZ000166934
Market Maker Registration No.:
SMEMM0617628062012
TOTAL 21,66,000 3,010.74 100.00%

As per Regulation 260(2) of SEBI (ICDR) Regulations, 2018, the Book Running Lead Manager has agreed to underwrite
to a minimum extent of 15% of the Issue out of its own account. In the opinion of the Board of Directors (based on
certificate given by the Underwriters), the resources of the above-mentioned Underwriters are sufficient to enable them

59
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.

Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments set forth in
the table above. Notwithstanding the above table, the Book Running Lead Manager shall be responsible for ensuring
payment with respect to Equity Shares allocated to investors procured by them. In the event of any default in payment,
the respective Underwriter, in addition to other obligations defined in the underwriting agreement, will also be required
to procure / subscribe to Equity Shares to the extent of the defaulted amount. If the Underwriter(s) fails to fulfil its
underwriting obligations as set out in the Underwriting Agreement, the Book Running Lead Manager shall fulfil the
underwriting obligations in accordance with the provisions of the Underwriting Agreement.

DETAILS OF THE MARKET MAKING ARRANGEMENT FOR THIS ISSUE

Our Company has entered into Market Making Agreement dated July 18, 2023 and the addendum to Market Maker
Agreement dated October 30, 2023 with the Book Running Lead Manager and Market Maker to fulfil the obligations of
Market Making:

The details of Market Maker are set forth below:

Name Gretex Share Broking Limited

Address A-401, Floor 4th, Plot FP-616, (PT), Naman Midtown, Senapati Bapat Marg,
Near Indiabulls, Dadar (w), Delisle Road, Mumbai, Mumbai-400013,
Maharashtra, India.
Tel No. 022 69308502/03
Email [email protected]
Contact Person Mr. Deepak Navinchandra Shah
CIN U65900MH2010PTC289361
SEBI Registration No. INZ000166934
Market Maker Registration No. SME MM0617628062012
(SME Segment of BSE)

Gretex Share Broking Limited, registered with SME Platform of BSE Limited will act as the Market Maker and has
agreed to receive or deliver the specified securities in the Market Making process for a period of three years from the date
of listing of our Equity Shares or for a period as may be notified by amendment to SEBI (ICDR) Regulations.

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 BSE Limited 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 Stock 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 Lakhs. However, the investors with holdings of value less than ₹ 1.00
Lakhs shall be allowed to offer their holding to the Market Maker in that scrip provided that they sell their entire
holding in that scrip in one lot along with a declaration to the effect to the selling broker.

3) 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% (Including the 5% of Equity Shares of the Issue).
Any Equity Shares allotted to Market Maker under this Issue over and above 25% of Equity Shares would not be taken
in to consideration of computing the threshold of 25%. As soon as the Shares of market maker in our Company reduce
to 24%, the market maker will resume providing 2-way quotes.

4) There shall be no exemption / threshold on downside. However, in the event the market maker exhausts his inventory
through market making process, the concerned stock exchange may intimate the same to SEBI after due verification.

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

60
6) 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. At this stage, Gretex Share Broking Limited is
acting as the sole Market Maker.

7) The shares of the Company will be traded in continuous trading session from the time and day the company gets listed
at SME Platform of BSE Limited and Market Maker will remain present as per the guidelines mentioned under the
BSE Limited and SEBI circulars.

8) 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, 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.

9) The Market Maker shall have the right to terminate said arrangement by giving a three-month notice or on mutually
acceptable terms to the Merchant Banker, who shall then be responsible to appoint a replacement Market Maker.

10) 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(s) 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. Further the Company and the Book Running Lead Manager reserve
the right to appoint other Market Maker(s) 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 5 (five) or as specified by
the relevant laws and regulations applicable at that particular point of time. The Market Making Agreement is available
for inspection at our Registered Office from 11.00 a.m. to 5.00 p.m. on working days.

11) SME Platform of BSE Limited will have all margins which are applicable on the BSE Limited Main Board viz., Mark-
to-Market, Value-At-Risk (VAR) Margin, Extreme Loss Margin, Special Margins and Base Minimum Capital etc.
BSE Limited can impose any other margins as deemed necessary from time-to-time.

12) SME Platform of BSE 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.

13) 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.

14) 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:

a. 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.

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

Additionally, the trading shall take place in TFT segment for first 10 days from commencement of trading. The following
spread will be applicable on the SME Platform of BSE Limited.

Sr. No. Market Price Slab (in ₹) Proposed Spread (in % to sale price)
1. Up to 50 9
2. 50 to 75 8
3. 75 to 100 6
4. Above 100 5

1) Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012, limits on the upper side for
market maker(s) during market making process has been made applicable, based on the issue size and as follows:

61
 Issue Size Buy quote exemption threshold Re-Entry threshold for buy quote
(Including mandatory initial inventory (including mandatory initial inventory
of 5 % of the Issue Size) of 5 % of the Issue Size)
Up to ₹ 20 Crores 25% 24%
₹ 20 to ₹ 50 Crores 20% 19%
₹ 50 to ₹ 80 Crores 15% 14%
Above ₹ 80 Crores 12% 11%

2) 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.

62
 SECTION VI: CAPITAL STRUCTURE

The Equity Share Capital of our Company, as on the date of this Prospectus and after giving effect to the Issue is set forth
below:

Sr. Particulars Amount

No. (₹ in Lakh except share data)
Aggregate Aggregate value at
Nominal Value Issue Price
A. Authorised Share Capital (1)
80,00,000 Equity Shares of ₹ 10.00 each 800.00 -

B. Issued, Subscribed and Paid-Up Share Capital before the Issue

50,14,500 Equity Shares of ₹ 10.00 each 501.45 -

C. Present Issue in terms of this Prospectus (2)

Issue of 21,66,000* Equity Shares of ₹ 10.00 each fully paid-up of 216.60 3,010.74
our Company for cash at a price of ₹ 139.00 per Equity Share
(including premium of ₹ 129.00 per Equity Share)

Which comprises:
D. Reservation for Market Maker portion
3,62,000* Equity Shares of ₹ 10.00 each fully paid-up of our 36.20 503.18
Company for cash at a price of ₹ 139.00 per Equity Share
(including premium of ₹ 129.00 per Equity Share)

E. Net Issue to the Public(3)

18,04,000* Equity Shares of ₹ 10.00 each fully paid-up of our 180.40 2,507.56
Company for cash at a price of ₹ 139.00 per Equity Share
(including premium of ₹ 129.00 per Equity Share)
Of which:
6,32,000* Equity Shares of ₹ 10.00 each fully paid-up of our 63.20 878.48
Company for cash at a price of ₹ 139.00 per Equity Share
(including premium of ₹ 129.00 per Equity Share) will be available
for allocation to Retail Individual Investors of up to ₹ 2.00 Lakh
2,71,000* Equity Shares of ₹ 10.00 each fully paid-up of our 27.10 376.69
Company for cash at a price of ₹ 139.00 per Equity Share
(including premium of ₹ 129.00 per Equity Share) will be available
for allocation to Non-Institutional Investors of above ₹ 2.00 Lakhs
9,01,000* Equity Shares of ₹ 10.00 each fully paid-up of our 90.10 1,252.39
Company for cash at a price of ₹ 139.00 per Equity Share
(including premium of ₹ 129.00 per Equity Share) will be available
for allocation to Qualified Institutional Buyers of above ₹ 2.00
Lakhs

F. Issued, Subscribed and Paid-up Share Capital after the Issue

71,80,500 Equity Shares of ₹ 10.00 each 718.05 -

G.Securities Premium Account

Before the Issue Nil
After the Issue 2,794.14
* Subject to finalization of the Basis of Allotment.
(1)
For details in relation to the changes in the authorised share capital of our Company, please refer to section titled
“History and Certain Other Corporate Matters – Amendments to our Memorandum of Association” on page 123.
(2)
The Issue has been authorized by a resolution of our Board of Directors through their meeting dated July 14, 2023 and
by a special resolution of our Shareholders at Extraordinary General Meeting dated July 17, 2023.
(3)
Allocation to all categories shall be made on a proportionate basis subject to valid Applications received at or above
the Issue 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 in consultation with the Book

63
Running Lead Manager and Designated Stock Exchange. Such inter-se spill over, if any, would be affected in accordance
with applicable laws, rules, regulations and guidelines.

CLASS OF SHARES

As on date of this Prospectus, our Company has only one class of shares i.e., Equity Shares of ₹ 10.00 each. All Equity
Shares issued are fully paid up. Our Company does not have any outstanding convertible instruments as on the date of
this Prospectus.

NOTES TO CAPITAL STRUCTURE

1. Changes in Authorized Equity Share Capital of our Company:

Sr. Particulars of increase Cumulati Face Cumulative Date of Wheth

No. ve No. of Value Authorized Meeting er
Equity (₹) Share Capital AGM /
Shares EGM
1. On Incorporation 10,000 10.00 1,00,000.00 Incorporation N.A.
2. Increase in Authorised Share Capital 20,00,000 10.00 2,00,00,000.00 June 20, 2013 EGM
from ₹ 1.00 Lakh to ₹ 200.00 Lakhs
3. Increase in Authorised Share Capital 30,00,000 10.00 3,00,00,000.00 July 24, 2013 EGM
from ₹ 200.00 Lakhs to ₹ 300.00 Lakhs
4. Increase in Authorised Share Capital 50,00,000 10.00 5,00,00,000.00 January 25, EGM
from ₹ 300.00 Lakhs to ₹ 500.00 Lakhs 2019
5. Increase in Authorised Share Capital 51,50,000 10.00 5,15,00,000.00 October 30, EGM
from ₹ 500.00 Lakhs to ₹ 515.00 Lakhs 2020
6. Increase in Authorised Share Capital 71,50,000 10.00 7,15,00,000.00 October 22, EGM
from ₹ 515.00 Lakhs to ₹ 715.00 Lakhs 2022
7. Increase in Authorised Share Capital 80,00,000 10.00 8,00,00,000.00 October 28, EGM
from ₹ 715.00 Lakhs to ₹ 800.00 Lakhs 2023

2. History of Issued and Paid-Up Share Capital of our Company

The history of the equity share capital of our Company is set forth below:

Date of allotment Number Face Issue Nat Nature of Cumulat Cumulative Cum
of Equity value Price ure allotment ive paid-up ulativ
Shares (₹) (₹) of number Equity Share e
allotted Con of capital (₹) Secur
side Equity ities
ratio Shares Premi
n um
(₹)
Upon Incorporation 10,000 10.00 10.00 Cash Subscriber to 10,000 100,000.00 NIL
September 26, 2012 the MOA (I)
July 10, 2013 16,75,100 10.00 10.00 Cash Further 16,85,10 16,851,000.00 NIL
Allotment (II) 0
August 20, 2014 13,14,400 10.00 10.00 Cash Preferential 29,99,50 29,995,000.00 NIL
Issue (III) 0
March 29, 2019 15,15,000 10.00 10.00 Cash Right Issue 45,14,50 45,145,000.00 NIL
(IV) 0
December 01, 2020 5,00,000 10.00 10.00 Cash Right Issue 50,14,50 50,145,000.00 NIL
(V) 0

i. Initial Subscribers to the Memorandum of Association of our Company:

Sr. No Names of Allottees Number of Equity Shares

1 Mr. Naresh Kumar 3,000
2 Mr. Satya Prakash Dubey 4,500
3 Mr. Vinod Kumar Makharia 2,500
Total 10,000

64
ii. Further Issue of 16,75,100 Equity Shares of Face Value of ₹10.00 each as per details given below:

Sr. No Names of Allottees Number of Equity Shares

1 Mr. Naresh Kumar 6,29,600
2 Ms. Jayashree Kumar 3,15,500
3 Ms. Shashi Bhushon Kaushik 2,50,000
4 Mr. Ashok Kumar Gupta 80,000
5 M/s. Visisth Services Limited 4,00,000
Total 16,75,100

iii. Further Issue of 13,14,400 Equity Shares of Face Value of ₹10.00 each as per details given below:

Sr. No Names of Allottees Number of Equity Shares

1 Mr. Naresh Kumar 9,38,400
2 Ms. Jayashree Kumar 60,000
3 M/s. Jnk Works Private Limited 46,000
(Previously known as PBK Consultants Private Limited)
4 Mr. Ashok Kumar Gupta 20,000
5 M/s. Visisth Services Limited 2,50,000
Total 13,14,400

iv. Right Issue of 15,15,000 Equity Shares of Face Value of ₹ 10.00 each as per details given below:

Sr. No. Name No. of Equity Shares

1 M/s. Visisth Services Limited 500,000
M/s. Jnk Works Private Limited (Previously known as PBK 15,000
2 Consultants Private Limited)
3 Mr. Javed Aslam 10,00,000
Total 15,15,000

v. Right Issue of 500,000 Equity Shares of Face Value of ₹ 10.00 each as per details given below:

Sr. No. Name No. of Equity Shares

1 Mr. Naresh Kumar 5,00,000
Total 5,00,000

3. We have not issued any Equity Shares for consideration other than cash.

4. Our Company has not allotted any Equity Shares pursuant to any scheme approved under Section 391-394 of the
Companies Act, 1956 and Section 230-234 of the Companies Act, 2013.

5. We have not re-valued our assets since inception and have not issued any equity shares (including bonus shares) by
capitalizing any revaluation reserves.

6. Our Company does not have any Employee Stock Option Scheme / Employee Stock Purchase Scheme for our
employees, and we do not intend to allot any shares to our employees under Employee Stock Option Scheme /
Employee Stock Purchase Scheme from the proposed Issue. As and when, options are granted to our employees
under the Employee Stock Option Scheme, our Company shall comply with the SEBI (Share Based Employee
Benefits) Regulations, 2014.

7. Issue of Equity Shares at price lower than the Issue Price during the preceding 1 (one) year

Our Company has not issued any Equity Shares at a price lower than the Issue Price during a period of one year
preceding the date of this Prospectus

8. Our Shareholding Pattern

a) The table below presents the current shareholding pattern of our Company as on the date of this Prospectus

65
 No. of fully paid-up equity shares held

shares (calculated as per SCRR, 1957)

convertible securities (as a percentage

No. of shares underlying Depository
Number of

No. of Partly paid-up equity shares

assuming full
Shareholding as a % of total no. of

Number of equity shares held in

convertible securities (including

(VII)+(X) As a % of (A+B+C2)
No. of Underlying Outstanding
Number Shares

of diluted share capital) (XI)=

Category of shareholder (II)

(VIII) As a % of (A+B+C2)

dematerialized form (XIV)

Nos. of shareholders (III)
Number of Voting Rights held in each of Locked pledged or

(VII) = (IV)+(V)+ (VI)

Total nos. shares held
class of securities (IX) in shares otherwise

as a % (X)
(XII) encumbered

Receipts (VI)
Category (I)

(XIII)

held (V)

Warrants)
(IV)
No of Voting Rights N As a No As a %

Total as a % of
o % of (a) of total

Shareholding
Class-Equity

(A+B+C)
( total Shares
a Share held (b)

Total
Class
) s held
(b)

A Promoter 10 50,14,500 - - 50,14,500 100.00 50,14,500 - 50,14,500 100.00 - 100.00 - - - - 50,14,500

&
Promoter
Group
B Public - - - - - - - - - - - - - - - - -
C Non - - - - - - - - - - - - - - - - - -
Promoter
Non -
Public
C1 Shares - - - - - - - - - - - - - - - - -
underlyin
g DRs
C2 Shares - - - - - - - - - - - - - - - - -
held by
Employee
Trusts
Total 10 50,14,500 - - 50,14,500 100.00 50,14,500 - 50,14,500 100.00 - 100.00 - - - - 50,14,500

Notes
a) As on date of this Prospectus 1 Equity share holds 1 vote.
b) We have only one class of Equity Shares of face value of ₹10.00 each.
c) 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 Stock Exchange before commencement of trading of such Equity Shares.

66
b) Equity Shareholding of Directors and Key Managerial Personnel and senior management in our Company:

Except as stated below, none of our Directors or Key Managerial Personnel or senior management hold any Equity Shares
in our Company:

Sr. No. Name of Shareholder No. of Equity % of Pre-Issue No. of Equity % of Post-Issue
Shares Capital Shares Capital#
1 Mr. Naresh Kumar 2,071,000 41.30 2,071,000 28.84
2 Ms. Jayashree Kumar 375,500 7.49 375,500 5.23
Total 24,46,500 48.79 24,46,500 34.07
#Subject to finalization of Basis of Allotment

c) List of shareholders holding 1% or more of the paid-up capital of our Company as on date of this Prospectus:

Sr. Name of Shareholder No. of Equity % of Pre-Issue

No. Shares Capital
1 Mr. Naresh Kumar 2,071,000 41.30
2 Ms. Jayashree Kumar 3,75,500 7.49
M/s. Jnk Works Private Limited (Previously known as PBK 61,000 1.22
3 Consultants Private Limited)
4 M/s Visisth Services Limited 9,70,000 19.34
5 Mr. Javed Aslam 10,00,000 19.94
6 Mr. Feeroz Khan 2,50,000 4.99
7 Mr. Nathmal Bangani 1,25,000 2.49
8 Ms. Kamala Kumari Jain 92,500 1.84
9 Ms. Muskan Bangani 62,500 1.25
Total 50,07,500 99.86

d) List of shareholders holding 1% or more of the paid-up capital of our company as on date ten days prior to the date
of this Prospectus:

Sr. Name of Shareholder No. of Equity % of Pre-Issue

No. Shares Capital
1 Mr. Naresh Kumar 2,071,000 41.30
2 Ms. Jayashree Kumar 3,75,500 7.49
M/s. Jnk Works Private Limited (Previously known as PBK 61,000 1.22
3 Consultants Private Limited)
4 M/s Visisth Services Limited 9,70,000 19.34
5 Mr. Javed Aslam 10,00,000 19.94
6 Mr. Feeroz Khan 2,50,000 4.99
7 Mr. Nathmal Bangani 1,25,000 2.49
8 Ms. Kamala Kumari Jain 92,500 1.84
9 Ms. Muskan Bangani 62,500 1.25
Total 50,07,500 99.86

e) List of shareholders holding 1% or more of the paid-up capital of our company as on date one year prior to the date
of this Prospectus:

Sr. Name of Shareholder No. of Equity % of Pre-Issue

No. Shares Capital
1 Mr. Naresh Kumar 20,71,000 41.30
2 Ms. Jayashree Kumar 3,75,500 7.49
M/s. Jnk Works Private Limited (Previously known as PBK 61,000 1.22
3 Consultants Private Limited)
4 M/s Visisth Services Limited 9,70,000 19.34
5 Mr. Javed Aslam 10,00,000 19.94
6 Mr. Feeroz Khan 2,50,000 4.99
7 Mr. Nathmal Bangani 1,25,000 2.49
8 Ms. Kamala Kumari Jain 92,500 1.84
9 Ms. Muskan Bangani 62,500 1.25
Total 50,07,500 99.86

67
f) List of shareholders holding 1% or more of the paid-up capital of our company as on date two year prior to the date
of this Prospectus:

Sr. Name of shareholder No. of Equity % of Pre-Issue

No. Shares Capital
1 M/s Visisth Services Limited 11,50,000 22.93
2 Mr. Ashok Kumar Gupta 1,00,000 1.99
3 Mr. Javed Aslam 10,00,000 19.94
4 Mr. Naresh Kumar 20,71,000 41.30
5 Ms. Jayashree Kumar 3,75,500 7.49
6 Ms. Shashi Bhushon Kaushik 2,50,000 4.99
M/s. Jnk Works Private Limited (Previously known as PBK 61,000 1.22
7 Consultants Private Limited)
Total 50,07,500 99.86

9. Our Company has not issued any convertible instruments like warrants, debentures etc. since its Incorporation and
there are no outstanding convertible instruments as on date of this Prospectus.

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

11. There will be no 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 Prospectus until the Equity Shares of our
Company have been listed or application money unblocked on account of failure of Issue.

12. Our Company does not intend to alter its capital structure within six months from the date of opening of the issue,
by way of split / consolidation of the denomination of Equity Shares. However, our Company may further issue
equity shares (including issue of securities convertible into Equity Shares) whether preferential or otherwise after
the date of the listing of equity shares 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. Details of our Promoters Shareholding.

As on the date of this Prospectus, our Promoters Mr. Naresh Kumar, Mr. Javed Aslam, Mr. Nathmal Bangani, Ms. Kamala
Kumari Jain and Ms. Muskan Bangani holds 66.83% of the pre-issued, subscribed and paid-up Equity Share capital of
our Company.

Build-up of our Promoters’ shareholding in our Company:

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

Allotment / of Equity Value Acquisition Consideration transaction pre- post
Transfer Shares (₹) / Transfer Issue Issue
Price (₹) equity equity
share share
capital capital#
Mr. Naresh Kumar
Subscriber to Subscription to 0.06 0.04
3,000 10.00 10.00 Cash
the MOA MOA
Further 12.56 8.77
July 10, 2013 6,29,600 10.00 10.00 Cash
Allotment
August 20, 18.71 13.07
9,38,400 10.00 10.00 Cash Preferential Issue
2014
December 01, 9.97 6.96
5,00,000 10.00 10.00 Cash Right Issue
2020
Total 20,71,000 41.30 28.84

Mr. Javed Aslam

March 29, 2019 10,00,000 10.00 10.00 Cash Right Issue 19.94 13.93
Total 10,00,000 19.94 13.93

Mr. Nathmal Bangani

68
 March 22, 2022 1,25,000 10.00 12.50 Cash Transfer from 2.49 1.74
Visisth Services
Limited
Total 1,25,000 2.49 1.74

Ms. Kamala Kumari Jain

March 22, 2022 62,500 10.00 12.50 Cash Transfer from 1.25 0.87
Visisth Services
Limited
March 28, 2022 10,000 10.00 18.00 Cash Transfer from 0.20 0.14
Ashok Kumar
Gupta
March 28, 2022 20,000 10.00 18.00 Cash Transfer from 0.40 0.28
Ashok Kumar
Gupta
Total 92,500 1.84 1.29

Ms. Muskan Bangani

March 22, 2022 62,500 10.00 12.00 Cash Transfer from 1.25 0.87
Visisth Services
Limited
Total 62,500 1.25 0.87
#Subject to finalization of Basis of Allotment

Notes:
a) None of the shares belonging to our Promoters have been pledged till date.
b) The entire Promoter’s shares shall be subject to lock-in from the date of allotment of the equity shares issued through
this Prospectus for periods as per applicable Regulations of the SEBI (ICDR) Regulations
c) All the shares held by our Promoter, were fully paid-up on the respective dates of acquisition of such shares

The shareholding pattern of our Promoters and Promoter Group before and after the Issue is set forth below:

Sr. Particulars Pre-Issue Post-Issue

No. No. of Shares % Holding No. of Shares % Holding#
A) Promoters
1. Mr. Naresh Kumar 20,71,000 41.30 20,71,000 28.84
2. Mr. Javed Aslam 10,00,000 19.94 10,00,000 13.93
3. Mr. Nathmal Bangani 1,25,000 2.49 1,25,000 1.74
4. Ms. Kamala Kumari Jain 92,500 1.84 92,500 1.29
5. Ms. Muskan Bangani 62,500 1.25 62,500 0.87

Total (A) 33,51,000 66.83 33,51,000 46.67

B) Promoter Group
6. Ms. Jayashree Kumar 3,75,500 7.49 3,75,500 5.23
7. M/s. Jnk Works Private Limited 61,000 1.22 61,000 0.85
(Previously known as PBK Consultants
Private Limited)
8. Mr. Pradyut Kumar 7,000 0.14 7,000 0.10
9. M/s. Visisth Services Limited 9,70,000 19.34 9,70,000 13.51
10. Mr. Feeroz Khan 2,50,000 4.99 2,50,000 3.48

Total (B) 16,63,500 33.17 16,63,500 23.17

Total (A+B) 50,14,500 100.00 50,14,500 69.83

#Subject to finalization of Basis of Allotment

14. 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 Promoter No. of Shares held Average cost of Acquisition (in ₹)
1. Mr. Naresh Kumar 20,71,000 10.00

69
 2. Mr. Javed Aslam 10,00,000 10.00
3. Mr. Nathmal Bangani 1,25,000 12.50
4. Ms. Kamala Kumari Jain 92,500 14.28
5. Ms. Muskan Bangani 62,500 12.50

15. We have 10 (Ten) Shareholders as on the date of this Prospectus

16. We hereby confirm that:

There has been no acquisition, sale or transfer of Equity Shares by our Promoter, Promoter Group, Directors and their
immediate relatives in the last 6 months preceding the date of filing of this Prospectus.

No financing arrangements have been entered into by the members of the Promoter Group, the Directors, or their relatives
for the purchase by any other person of the securities of our Company other than in the normal course of business of the
financing entity during a period of six months preceding the date of filing of this Prospectus.

17. Details of Promoters’ Contribution and Lock-in for Three Years

Pursuant to Regulation 236 and 238 of SEBI (ICDR) Regulations, 2018, an aggregate of 20% of the post issue capital
held by our 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 issued pursuant to this Issue. The lock in of
Promoter’s Contribution would be created as per applicable law and procedure and details of the same shall also be
provided to the Stock Exchange before listing of the Equity Shares.

As on the date of this Prospectus, our Promoters hold 33,51,000 Equity Shares constituting 46.67% of the Post-Issued,
subscribed and paid-up Equity Share Capital of our Company, which are eligible for the Promoter’s contribution.

Our Promoters have given written consent to include #14,36,818 Equity Shares held by them and subscribed by them as
part of Promoters’ Contribution constituting 20.01% of the post issue Equity Shares of our Company. Further, they have
agreed not to sell or transfer or pledge or otherwise dispose of in any manner, the Promoter’s contribution, for a period of
three years from the date of allotment in the Issue.

Date of Allotment / No. of Face Issue / Nature of Post- Lock

transfer and made Equity Value Acquisitio transaction Issue in
fully paid up Shares Per n/ Sharehol Period
locked in Share Transfer ding
(₹) Price (₹) %#
Mr. Naresh Kumar
Subscriber to the MOA 3,000 10.00 10.00 Subscriber to MOA 0.04 3 years
July 10, 2013 6,29,600 10.00 10.00 Further Allotments 8.77 3 years
August 20, 2014 90,700 10.00 10.00 Preferential Issue 1.26 3 years
Total 723,300 10.00 10.07

Mr. Javed Aslam

March 29, 2019 4,33,518 10.00 10.00 Right Issue 6.04 3 years
Total 4,33,518 10.00 6.04

Mr. Nathmal Bangani

March 22, 2019 1,25,000 10.00 12.50 Transfer from Visisth 1.74 3 years
Services Limited
Total 1,25,000 10.00 1.74

Ms. Kamala Kumari Jain

March 22, 2019 62,500 10.00 12.50 Transfer from Visisth 0.87 3 years
Services Limited
March 28, 2019 10,000 10.00 18.00 Transfer from Ashok 0.14 3 years
Kumar Gupta
March 28, 2019 20,000 10.00 18.00 Transfer from Ashok 0.28 3 years
Kumar Gupta
Total 92,500 10.00 1.29

Ms. Muskan Bangani

70
 March 22, 2019 62,500 10.00 12.00 Transfer from Visisth 0.87 3 years
Services Limited
Total 62,500 10.00 0.87
#Subject to finalization of Basis of Allotment

The Equity Shares that are being locked-in are not, and will not be, ineligible for computation of Promoters’ Contribution
under Regulation 237 of the SEBI (ICDR) Regulations, 2018. In this computation, as per Regulation 237 of the SEBI
(ICDR) Regulations, our Company confirms that the Equity Shares locked-in do not, and shall not, consist of:

a) The Equity Shares offered for minimum 20% Promoter’s Contribution have not been acquired in the three years
preceding the date of this Prospectus for consideration other than cash and revaluation of assets or capitalization of
intangible assets nor resulted from a bonus issue out of the revaluation reserves or unrealized profits of the Company
or against Equity Shares which are otherwise ineligible for computation of Promoter’s contribution;

b) The minimum Promoter’s contribution does not include Equity Shares acquired during the one year preceding the
date of this Prospectus at a price lower than the Issue Price;

c) No equity shares have been issued to our Promoters upon conversion of a partnership firm during the preceding one
year at a price less than the Issue Price

d) The Equity Shares held by the Promoters and offered for minimum Promoter’s contribution are not subject to any
pledge;

e) All the Equity Shares of our Company held by the Promoters are in dematerialized form and

f) The Equity Shares offered for Promoter’s contribution do not consist of Equity Shares for which specific written
consent has not been obtained from the Promoters for inclusion of its subscription in the Promoters contribution
subject to lock-in.

We further confirm that our Promoter’s Contribution of 20% of the Post Issue Equity does not include any
contribution from Alternative Investment Funds or FVCI or Scheduled Commercial Banks or Public Financial
Institutions or Insurance Companies.

18. Equity Shares locked-in for one year other than Minimum Promoters’ Contribution

In terms of Regulation 238(b) and 239 of the SEBI (ICDR) Regulations, 2018, in addition to the Minimum Promoter’s
contribution which is locked in for three years, as specified above, the entire pre-issue equity share capital constituting
35,77,682 Equity Shares shall be locked in for a period of one year from the date of allotment of Equity Shares in this
Issue.

In terms of Regulation 241 of the SEBI (ICDR) Regulations, 2018, the Equity Shares which are subject to lock-in shall
carry inscription ‘non-transferable’ along with the duration of specified non-transferable period mentioned in the face of
the security certificate. The shares which are in dematerialized form, if any, shall be locked-in by the respective
depositories. The details of lock-in of the Equity Shares shall also be provided to the Designated Stock Exchange before
the listing of the Equity Shares.

19. Inscription or Recording of non-transferability

In terms of Regulation 241 of the SEBI (ICDR) Regulations, 2018, our Company confirms that certificates of Equity
Shares which are subject to lock in shall contain the inscription “Non-Transferable” and specify the lock-in period and in
case such equity shares are dematerialized, the Company shall ensure that the lock in is recorded by the Depository.

20. Pledge of Locked in Equity Shares

Pursuant to Regulation 242 of the SEBI (ICDR) Regulations, 2018, the locked-in Equity Shares held by our Promoters
can be pledged with any scheduled commercial bank or public financial institution or systematically important non-
banking finance company or a housing finance company as collateral security for loans granted by them, provided that:

if the equity shares are locked-in in terms of clause (a) of Regulation 238, the loan has been granted to the company or its
subsidiary(ies) for the purpose of financing one or more of the objects of the Issue and pledge of equity shares is one of
the terms of sanction of the loan;

71
if the specified securities are locked-in in terms of clause (b) of Regulation 238 and the pledge of specified securities is
one of the terms of sanction of the loan.

Provided that such lock-in shall continue pursuant to the invocation of the pledge and such transferee shall not be eligible
to transfer the equity shares till the lock-in period stipulated in these regulations has expired.

21. Transferability of Locked in Equity Shares

In terms of Regulation 243 of the SEBI (ICDR) Regulations, 2018 and subject to provisions of SEBI (SAST) Regulations,
2011 as applicable;

The Equity Shares held by our Promoters and locked in as per Regulation 238 of the SEBI (ICDR) Regulations, 2018
may be transferred to another Promoters or any person of the Promoter Group or to a new promoter(s) or persons in
control of our Company, subject to continuation of lock-in for the remaining period with transferee and such transferee
shall not be eligible to transfer them till the lock-in period stipulated has expired.

The equity shares held by persons other than promoters and locked in as per Regulation 239 of the SEBI (ICDR)
Regulations, 2018 may be transferred to any other person (including Promoters and Promoter’s Group) holding the equity
shares which are locked-in along with the equity shares proposed to be transferred, subject to continuation of lock-in for
the remaining period with transferee and such transferee shall not be eligible to transfer them till the lock-in period
stipulated has expired.

22. Our Company, our Directors and the Book Running Lead Manager to this Issue have not entered into any buy-back
or similar arrangements with any person for purchase of our Equity Shares issued by our Company.

23. As on date of this Prospectus, there are no partly paid-up equity shares and all the Equity Shares of our Company
are fully paid up. Further, since the entire money in respect of the Issue is being called on application, all the
successful applicants will be issued fully paid-up equity shares.

24. As on the date of filing of this Prospectus, there are no outstanding warrants, options or rights to convert debentures,
loans or other instruments which would entitle Promoters or any shareholders or any other person any option to
acquire our Equity Shares after this Initial Public Offer

25. As on the date of this Prospectus, 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.

26. 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 “Issue Procedure” beginning on page 205 of this Prospectus. In case of over-
subscription in all categories the allocation in the Issue shall be as per the requirements of Regulation 253 (2) of
SEBI (ICDR) Regulations, as amended from time to time.

27. An over-subscription to the extent of 10% of the Net Issue 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 Issue. Consequently, the actual allotment may go up by a maximum of 10% of the Issue, as a result of
which, the post Issue paid up capital after the Issue would also increase by the excess amount of allotment so made.
In such an event, the Equity Shares held by the Promoters and subject to lock-in shall be suitably increased; so as to
ensure that 20% of the post Issue paid-up capital is locked in.

28. Our Company has not raised any bridge loan against the proceeds of this Issue. However, depending on business
requirements, we might consider raising bridge financing facilities, pending receipt of the Net Proceeds.

29. Our Company undertakes that at any given time, there shall be only one denomination for our Equity Shares, unless
otherwise permitted by law.

30. The unsubscribed portion in any reserved category (if any) may be added to any other reserved category.

31. The unsubscribed portion if any, after such inter se adjustments among the reserved categories shall be added back
to the net issue to the public portion.

72
32. Our Company shall comply with such accounting and disclosure norms as specified by SEBI from time to time.

33. There are no Equity Shares against which depository receipts have been issued.

34. As per RBI regulations, OCBs are not allowed to participate in this issue

35. This Issue is being made through Book Built Method.

36. In terms of Rule 19(2)(b)(i) of the Securities Contracts (Regulation) Rules, 1957, as amended, (the SCRR) the Issue
is being made for at least 25% of the post-issue paid-up Equity Share capital of our Company. Further, this Issue is
being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time. No
payment, direct or indirect in the nature of discount, commission, allowances or otherwise shall be made either by
us or our Promoters to the persons who receive allotments, if any, in this Issue.

37. No person connected with the Issue shall offer any incentive, whether direct or indirect, in the nature of discount,
commission, and allowance, or otherwise, whether in cash, kind, services or otherwise, to any Applicant.

38. None of our Promoters and Promoter Group will participate in the Issue.

Our Company shall ensure that transactions in the Equity Shares by the Promoters and the Promoter Group between the
date of filing this Prospectus and the Issue Closing Date shall be reported to the Stock Exchange within twenty-four hours
of such transaction.

73
 SECTION VII: PARTICULARS OF THE ISSUE

OBJECTS OF THE ISSUE

The Issue of 21,66,000 Equity Shares at an Issue Price of ₹139.00 per Equity Share.

FRESH ISSUE

The details of the proceeds of the Fresh Issue are summarized below:
(₹ in Lakhs)
Particulars Amount
Gross Proceeds from the Fresh Issue 3,010.74
Less: Issue related expenses* 346.52
Net Proceeds of the Fresh Issue 2,664.22
*These expenses do not include any GST chargeable or TDS deductible.

REQUIREMENTS OF FUNDS

Our Company intends to utilize the Net Fresh Issue Proceeds for the following Objects (“Objects of the Issue”):

a) Working Capital Requirements

b) General Corporate Purposes.

In addition to the aforementioned objects, our Company intends to strengthen its capital base and expects to receive the
benefits of listing of the Equity Shares on the Stock Exchanges, including among other things, enhancing the visibility of
our brand and our Company among our existing and potential customers.

We believe that listing will enhance our corporate image and brand name and create a public market for Equity Share of
our Company in India and will further enable us to avail future growth opportunities. Our company is engaged in the
process of Manufacturing Cargo Containers. The main object clause and the ancillary object clause of the Memorandum
of Association of our Company enable us to undertake our existing activities and the activities for which we are raising
funds through the Issue. The existing activities of our Company are within the object clause of our Memorandum. The
Fund requirement and deployment is based on internal management estimates and has not been appraised by any bank
and financial institution.

PROPOSED SCHEDULE OF IMPLEMENTATION AND DEPLOYMENT OF NET PROCEEDS

The Net Fresh Issue Proceeds are proposed to be used in the manner set out in the following table:
(₹ in lakhs)
Sr. Particulars Total Amount Amount to Estimated deployment of
No. Estimated Deployed till be Financed Net Proceeds by the
Expenditure Date of Filing from Net Financial Year ended
this Document Proceeds March 31, 2024
Working Capital 4,272.15 -- 2,375.00 2,375.00
1
Requirements
General Corporate 289.22 -- 289.22 289.22
2
Purposes*
Total 4,561.37 -- 2,664.22 2,664.22
*General Corporate Purpose shall not exceed 25% of the Net Issue Proceeds.

MEANS OF FINANCE:

The above-mentioned fund requirement will be met from the proceeds of the Issue. We intend to fund the shortfall, if any,
from internal accruals.

Since the fund requirements set out for the aforesaid Objects of the Issue are proposed to be met entirely from the Net
Proceeds and internal accruals. Accordingly, we confirm that we are in compliance with the requirement to make firm
arrangements of finance under Regulation 230(1)I of the SEBI (ICDR) Regulations, 2018 through verifiable means
towards at least 75% of the stated means of finance, excluding the amount to be raised through the Net Proceeds and
existing identifiable internal accruals.

74
The fund requirements are based on internal management estimates and have not been appraised by any bank or financial
institution or any other independent agency. These are based on current conditions and are subject to change in the light
of changes in external circumstances or costs or other financial conditions and other external factors.

In case of any increase in the actual utilization of funds earmarked for the Objects, such additional funds for a particular
activity will be met by way of means available to our Company, including from internal accruals. If the actual utilization
towards any of the Objects is lower than the proposed deployment such balance will be used for future growth
opportunities including funding existing objects, if required. In case of delays in raising funds from the Issue, our
Company may deploy certain amounts towards any of the above-mentioned Objects through a combination of Internal
Accruals or Unsecured Loans.

As we operate in competitive environment, our Company may have to revise its business plan from time to time and
consequently our fund requirements may also change. Our Company’s historical expenditure may not be reflective of our
future expenditure plans. Our Company may have to revise its estimated costs, fund allocation and fund requirements
owing to various factors such as economic and business conditions, increased competition and other external factors
which may not be within the control of our management. This may entail rescheduling or revising the planned expenditure
and funding requirements, including the expenditure for a particular purpose at the discretion of the Company’s
management.

For further details on the risks involved in our business plans and executing our business strategies, please see the chapter
titled “Risk Factors” beginning on page 28 of this Prospectus.

1) To Meet Working Capital Requirements

Our business is working capital intensive. We finance our working capital requirement from our internal accruals.
Considering the existing and future growth, the working capital needs of our Company, as assessed based on the internal
workings of our Company is expected to reach ₹ 4,272.15 Lakhs for FY 2023-2024. We intend to meet our working
capital requirements to the extent of ₹ 2,375.00 Lakhs from the Net Proceeds of this Issue and the balance will be met
from internal accruals at an appropriate time as per the requirement.

Basis of estimation of working capital

The details of our Company’s composition of working capital for the period ended June 30, 2023 and for the Financial
Year ended on March 31, 2023, March 31, 2022 and March 31, 2021 based on the Audited Financial Statements and
working capital estimates for March 31, 2024 and the source of funding of the same are as set out in the table below:

(₹ in lakhs)
Particulars As on As on As on As on As on
March 31, March 31, March 31, June 30, March 31,
2021 2022 2023 2023 2024
Audited Audited Audited Audited Estimated
Restated Restated Restated Restated
Current Assets
Inventories 587.04 248.43 972.48 899.53 1,779.54
Trade Receivables 233.22 607.43 161.91 415.06 2,111.31
Cash & Cash Balances 11.50 138.00 539.74 901.36 568.02
Short-Term Loans & 27.03 11.19 82.69 79.57 413.45
Advances
Other Current Assets 47.04 3.96 78.87 82.91 23.66
Total (A) 905.84 1,009.02 1,835.69 2,378.43 4,895.98

Current Liabilities
Trade Payables 304.82 436.41 278.59 296.28 452.42
Other Current Liabilities 67.83 275.99 163.25 352.01 171.41
Short-Term Provisions 0.01 0.02 210.42 103.53 -
Total (B) 372.65 712.42 652.27 752.23 623.83
Net Working Capital (A-B) 533.19 296.60 1,183.42 1,626.20 4,272.15

Funding Pattern:
Short-Term Borrowings from 213.68 28.32 138.69 325.99 500.00
Banks

75
 Internal Accruals 319.51 268.28 1044.74 1300.21 1,397.15
Part of the IPO Proceeds 2,375.00

Assumptions for working capital requirement

Assumptions for Holding Levels

(In days)
Particulars Holding Holding Holding level Holding level as Holding level as
level as on level as on as on March on June 30, 2023 on March 31,
March 31, March 31, 31, 2023 (Actual) 2024 (Estimated)
2021 2022 (Actual)
(Actual) (Actual)
Current Assets
Inventories 191 18 56 133 59
Trade Receivables 76 45 9 61 70
Current Liabilities
Trade Payables 119 36 22 56 15

Justification for Holding Period Levels

Particulars Detail
Inventories Average number of days to convert raw-materials into finished goods and sale of finished goods
to the customers vary from 18 to 191 days based on the time taken to mould the raw materials,
assemble them and dispatch the goods.
Trade Receivables Average number of days to receive payment from customers vary from 9 to 76 days considering
agreed payment terms, time required for collection/preparation of supporting documents & time
taken by customers/authorities in processing final payment
Trade Payables Trade Payables includes outstanding services received from third party service providers,
purchase of equipment & consumables, dues of staff, statutory dues & provisions which are
generally payable from 15 to 119 days.

Pursuant to the certificate dated October 25, 2023, M/s. Goel Mintri & Associates, Chartered Accountants, have verified
the working capital requirements for the period ended on June 30, 2023 and for the Financial Year ended on March 31,
2023, March 31, 2022 and March 31, 2021 from the Restated Financial Information and working capital estimates for the
Financial Year 2024 as approved by the Board pursuant to its resolution dated October 25, 2023.

2) General Corporate Purposes

Our management will have flexibility to deploy ₹ 289.22 lakhs, aggregating to 9.61% of the Gross Proceeds towards
general corporate purposes, including but not restricted to strategic initiatives, partnerships, joint ventures and strategic
entity/ business acquisitions, branding, marketing, new client referral fees meeting exigencies which our Company may
face in the ordinary course of business, to renovate and refurbish certain of our existing Company owned/leased and
operated facilities or premises, towards brand promotion activities or any other purposes as may be approved by our
Board, subject to compliance with the necessary provisions of the Companies Act.

Our management, in accordance with the policies of the Board, will have flexibility in utilizing any amounts for general
corporate purposes under the overall guidance and policies of our Board. The quantum of utilization of funds towards any
of the purposes will be determined by the Board, based on the amount actually available under this head and the business
requirements of our Company, from time to time.

We confirm that any Issue related expenses shall not be considered as a part of General Corporate Purpose. Further, we
confirm that in terms of Regulation 230(2) of the SEBI ICDR Regulations, the extent of the Net Proceeds according to
this Prospectus, proposed to be used for general corporate purposes, shall not exceed 25% of the amount raised by our
Company through the Issue of Equity Shares.

PROPOSED YEAR WISE DEPLOYMENT OF FUNDS / SCHEDULE OF IMPLEMENTATION

The entire Net Fresh Issue Proceeds are proposed to be deployed in the Financial Year 2023 – 24.

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PUBLIC ISSUE EXPENSE

The estimated Issue related expenses include Issue Management Fee, Marketing Fee, Underwriting and Selling
Commissions, Printing and Distribution Expenses, Legal Fee, Advertisement Expenses, Registrar’s Fees, Depository Fee,
Listing Fee, etc. The total expenses for this Issue are estimated to be approximately ₹346.52 Lakhs. All the Issue related
expenses shall be met out of the proceeds of the Issue and the break-up of the same is as follows:

Particulars Expenses % of Total Issue % of Total

(₹ In Lakh) Expenses Issue size
Payment to the Lead Manager 25.00 7.21% 0.83%
Underwriting Fees 150.54 43.44% 5.00%
Market Making Fees 143.48 41.41% 4.77%
Fees payable to Registrar to Issue 0.70 0.20% 0.02%
Fees to Legal Advisor 1.50 0.43% 0.05%
Advertisement Expenses 3.50 1.01% 0.12%
Fees payable to Regulators including Stock Exchange 4.50 1.30% 0.15%
Printing & Distribution Expenses 0.75 0.22% 0.02%
Marketing & Selling Expenses 15.05 4.34% 0.50%
Payment to Sponsor Bank 0.50 0.14% 0.02%
Statutory & Other Reports 1.00 0.29% 0.03%
Total 346.52 100.00% 11.51%

Selling commission payable to the SCSBs on the portion for QIBS, Retail Individual Bidders, Non-Institutional Bidders,
which are directly procured by the SCSBs, would be as follows:

Portion for Retail Individual Bidders 0.001% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders 0.001% of the Amount Allotted* (plus applicable taxes)
Portion for QIB 0.001% of the Amount Allotted* (plus applicable taxes)
*
Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price

No additional processing fees shall be payable to the SCSBs on the applications directly procured by them.

The Selling commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in
the bid book of BSE Limited.

Processing fees payable to the SCSBs of Rs. 1.00 per valid application (plus applicable taxes) for processing the Bid
cum Application of Retail Individual Bidders, Non‐Institutional Bidders and Eligible Employees procured by the
Syndicate Member/ Sub‐Syndicate Members/ Registered Brokers / RTAs / CDPs and submitted to SCSBs for blocking.
In case the total ASBA processing charges payable to SCSBs exceeds Rs. 1 lakhs, the amount payable to SCSBs would
be proportionately distributed based on the number of valid applications such that the total ASBA processing charges
payable does not exceed Rs. 1 lakhs.

For Syndicate (including their Sub‐Syndicate Members), RTAs and CDPs

Brokerages, selling commission and processing/uploading charges on the portion for Retail Individual Bidders (using
the UPI mechanism), portion for Non‐Institutional Bidders and Eligible Employees which are procured by members of
Syndicate (including their Sub‐Syndicate Members), RTAs and CDPs or for using 3‐in-1 type accounts‐linked online
trading, demat and bank account provided by some of the brokers which are members of Syndicate (including their Sub‐
Syndicate Members) would be as follows:

Portion for Retail Individual Bidders 0.001% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Bidders 0.001% of the Amount Allotted* (plus applicable taxes)
Portion for QIB 0.001% of the Amount Allotted* (plus applicable taxes)
*
Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price

The selling commission payable to the Syndicate/ Sub‐Syndicate Members will be determined on the basis of the
application form number/ series, provided that the application is also bid by the respective Syndicate/ Sub‐Syndicate
Member. For clarification, if a Syndicate ASBA application on the application form number/ series of a Syndicate/ Sub‐
Syndicate Member, is bid by an SCSB, the selling commission will be payable to the SCSB and not the Syndicate/ Sub‐
Syndicate Member.

77
The payment of selling commission payable to the sub‐brokers/ agents of Sub‐Syndicate Members are to be handled
directly by the respective Sub‐Syndicate Member.

The Selling commission payable to the RTAs and CDPs will be determined on the basis of the bidding terminal id as
captured in the bid book of BSE Limited.

Uploading charges/ processing charges of Rs.1.00/‐ valid application (plus applicable taxes) is applicable only in case
of Bid uploaded by the members of the Syndicate, RTAs and CDPs: for applications made by Retail Individual Investors
using the UPI Mechanism. In case the total processing charges payable under this head exceeds ₹ 1 lakhs., the amount
payable would be proportionately distributed based on the number of valid applications such that the total processing
charges payable does not exceed ₹ 1 lakhs)

Uploading charges/processing charges of Rs.1/‐ valid applications (plus applicable taxes) are applicable only in case
of Bid uploaded by the members of the Syndicate, RTAs and CDPs: (a) for applications made by Retail Individual
Bidders using 3‐in‐1 type accounts; and (b) for Non‐Institutional Bids using Syndicate ASBA mechanism / using 3‐in‐1
type accounts. (In case the total processing charges payable under this head exceeds ₹ 1 lakhs., the amount payable
would be proportionately distributed based on the number of valid applications such that the total processing charges
payable does not exceed ₹ 1 lakhs.

The Bidding/uploading charges payable to the Syndicate/ Sub‐Syndicate Members, RTAs and CDPs will be determined
on the basis of the bidding terminal id as captured in the bid book of BSE Limited.

For Registered Brokers:

Selling commission payable to the registered brokers on the portion for Retail Individual Bidders and Non‐Institutional
Bidders which are directly procured by the Registered Brokers and submitted to SCSB for processing would be as
follows:

Portion for Retail Individual Bidders and Non-Institutional ₹ 1 /‐ per valid application* (plus applicable taxes)
Bidders
*Based on valid applications.

APPRAISAL BY APPRAISING FUND

None of the Objects have been appraised by any bank or financial institution or any other independent third-party
organization. The funding requirements of our Company and the deployment of the proceeds of the Issue are currently
based on management estimates. The funding requirements of our Company are dependent on a number of factors which
may not be in the control of our management, including variations in interest rate structures, changes in our financial
condition and current commercial conditions and are subject to change in light of changes in external circumstances or
in our financial condition, business or strategy.

SHORTFALL OF FUNDS

Any shortfall in meeting the fund requirements will be met by way of internal accruals and /or unsecured Loans.

BRIDGE FINANCING FACILITIES

As on the date of this Prospectus, we have not raised any bridge loans, which are proposed to be repaid from the Net
Proceeds. However, we may draw down such amounts, as may be required, from an overdraft arrangement/ cash credit
facility with our lenders, to finance additional working capital needs until the completion of the Issue.

MONITORING UTILIZATION OF FUNDS

As the size of the Fresh Issue does not exceed ₹10,000 Lakhs, in terms of Regulation 262 of the SEBI (ICDR)
Regulations, 2018, our Company is not required to appoint a monitoring agency for the purposes of this Issue. Our
Board and Audit Committee shall monitor the utilization of the Net Proceeds.

Pursuant to Regulation 32 of the SEBI (LODR) Regulation, 2015, our Company shall on a half-yearly basis disclose to
the Audit Committee the uses and application of the Net Proceeds. Until such time as any part of the Net Proceeds
remains unutilized, our Company will disclose the utilization of the Net Proceeds under separate heads in our
Company’s balance sheet(s) clearly specifying the amount of and purpose for which Net Proceeds have been utilized
so far, and details of amounts out of the Net Proceeds that have not been utilized so far, also indicating interim
investments, if any, of such unutilized Net Proceeds. In the event that our Company is unable to utilize the entire amount

78
that we have currently estimated for use out of the Net Proceeds in a Fiscal Year, we will utilize such unutilized amount
in the next financial year. Further, in accordance with Regulation 32(1)(a) of the SEBI (LODR) Regulation, 2015 our
Company shall furnish to the Stock Exchanges on a half yearly basis, a statement indicating material deviations, if any,
in the utilization of the Net Proceeds for the objects stated in this Prospectus.

INTERIM USE OF PROCEEDS

Pending utilization of the Issue proceeds of the Issue for the purposes described above, our Company will deposit the
Net Proceeds with scheduled commercial banks included in schedule II of the RBI Act.

Our Company confirms that it shall not use the Net Proceeds for buying, trading or otherwise dealing in shares of any
listed Company or for any investment in the equity markets or investing in any real estate product or real estate linked
products.

VARIATION IN OBJECTS

In accordance with Section 13(8) and Section 27 of the Companies Act, 2013, our Company shall not vary the objects
of the Issue without our Company being authorized to do so by the Shareholders by way of a special resolution through
a postal ballot. Further, pursuant to Regulation 32 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015, our Company shall on half- yearly basis disclose to the Audit
Committee the applications of the proceeds of the Issue. In addition, the notice issued to the Shareholders in relation to
the passing of such special resolution (“Postal Ballot Notice”) shall specify the prescribed details as required under the
Companies Act. The Postal Ballot Notice shall simultaneously be published in the newspapers, one in English and one
in Hindi, the vernacular language of the jurisdiction where the Registered Office is situated. Our Promoters will be
required to provide an exit opportunity to such shareholders who do not agree to the above stated proposal, at a price as
may be prescribed by SEBI, in this regard.

OTHER CONFIRMATIONS

There are no material existing or anticipated transactions with our Promoters, our Directors, our Company’s Key
Managerial Personnel in relation to the utilization of the Net Proceeds. No part of the Net Proceeds will be paid by us
as consideration to our Promoters, our Directors or Key Managerial Personnel except in the normal course of business
and in compliance with the applicable laws.

79
 BASIS FOR ISSUE PRICE

Investors should read the following summary with the chapter titled “Risk Factors”, the details about our Company
under the chapter titled “Our Business” and its financial statements under the chapter titled “Financial Statements
as Restated” beginning on pages 28, 101 and 157 respectively of the Prospectus. The trading price of the Equity Shares
of Our Company could decline due to these risks and the investor may lose all or part of his investment.

The Issue Price has been determined by the Company in consultation with the Book Running Lead Manager on the basis
of the key business strengths of our Company. The face value of the Equity Shares is ₹10.00 each and the Issue Price is
₹ 139.00 which is 13.90 times of the face value.

QUALITATIVE FACTORS

Some of the qualitative factors, which form the basis for the Issue Price are:

1. Unique strengths and competitive advantage.

2. Efficient and reliable production processed.

3. Product Innovation.

4. Reputable clients and long-term contracts.

5. Commitment to sustainability.

6. Experienced and qualified management team.

7. Potential for growth, market size and future trends.

For further details, see “Risk Factors” and “Our Business” beginning on pages 28 and 101, respectively.

QUANTITATIVE FACTORS

Some of the information presented in this chapter is derived from the Restated Financial Information. For further
information, see “Financial Information” beginning on page 157.

Some of the quantitative factors which may form the basis for computing the Issue Price are as follows:

Basic Earnings and Diluted Earnings per Equity Share (EPS) as per Accounting Standard 20

As per Restated Financial Statements

(₹ in Lakhs)
Period Basic and Diluted Weight
EPS (in ₹)
March 31, 2021 0.76 1
March 31, 2022 2.34 2
March 31, 2023 16.03 3
Weighted Average 8.93
For the period from April 01, 2023 to June 30, 2023 (Not Annualized) 5.86
Notes:
1. Basic and diluted earnings/ (loss) per equity share: Basic and diluted earnings per equity share are computed in
accordance with Accounting Standard 20 – “Earnings per Share” issued by the Institute of Chartered Accountants
of India.
2. The ratios have been computed as below:
• Basic EPS is calculated as Profit/(loss) for the year/period attributable to owners of parent divided by the
adjusted weighted average number basic equity shares outstanding during the year/period.
• Diluted EPS is calculated as Profit/(loss) for the year/period attributable to owners of parent divided by the
adjusted weighted average number of adjusted diluted equity shares outstanding during the year/period.
3. Weighted average number of equity shares is the number of equity shares outstanding at the beginning of the
year/period adjusted by the number of equity shares issued during the year/period multiplied by the time weighting
factor. The time weighting factor is the number of days for which the specific shares are outstanding as a proportion

80
 of total number of days during the year/period.
4. Weighted average is aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. {(EPS x Weight)
for each year} / {Total of weights}.

For further details, see “Other Financial Information” on page 157

Price/Earning (“P/E”) Ratio in relation to the Price Band of ₹ 137.00 to ₹ 139.00 per Equity Share:

Particulars P/E at Floor P/E at Cap Price

Price (No. of times)
(No. of times)
Based on Restated Financial Statements
P/E ratio based on the Basic & Diluted EPS, as restated for FY 2022-23 8.55 8.67
P/E ratio based on the Weighted Average Basic & Diluted EPS, as restated 15.36 15.58
Note: The P/E ratio has been computed by dividing Issue Price with EPS

Return on Net Worth as per Restated Financial Statements

Period RONW (%) Weight

As on March 31, 2021 7.03 1
As on March 31, 2022 18.92 2
As on March 31, 2023 56.45 3
Weighted Average 35.70
For the period from April 01, 2023 to June 30, 2023 (Not Annualized) 17.10
Note: The RONW has been computed by dividing net profit after tax (as restated), by Net worth (as restated) as at the
end of the year.

As per Restated Financial Statements:

Minimum return on Post Issue Net Worth to maintain the Pre-Issue EPS (Post Bonus) for the financial year ended on 31st
March, 2023- 25.95%

Net Asset Value (NAV) per Equity Share

As per Restated Financial Statements

(₹ in Lakhs)
Sr. No. Particulars On the basis of Restated Financial
Statements (₹)
a) As on March 31, 2021 10.74
b) As on March 31, 2022 12.37
c) As on March 31, 2023 28.40
d) For the period from April 01, 2023 to June 30, 2023 (Not Annualized) 34.25
e) Net Asset Value per Equity Share after the Issue at Issue Price 61.76
f) Issue Price 139.00
Notes:
1. NAV has been calculated as Net worth divided by number of Equity Shares at the end of the year.
2. Net asset value per equity share = net worth attributable to the owners of the parent as at the end of the year/period
divided by adjusted number of equity shares outstanding as at the end of year/period.
3. Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits and
securities premium account and debit or credit balance of statement of profit and loss, after deducting the aggregate
value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off and non-
controlling interest, as per the Restated Financial Information, but does not include reserves created out of revaluation
of assets, write- back of depreciation and amalgamation.
4. Net Worth and the number of equity shares as at the end of the year/period have been adjusted to give effect to the
consequent increase in share capital on the assumption that options outstanding to subscribe for additional equity
capital (i.e. outstanding share warrants and employee stock options), wherever applicable, were exercised in the
respective financial year/period. The computation considering aforementioned effects has been carried out in
accordance with the requirements of SEBI ICDR Regulations and therefore the net worth and the number of equity
shares outstanding as at the end of the year/period has not been derived from Restated Financial Information.

For further details, see “Other Financial Information” on page 157.

81
Comparison with Listed Industry Peer:
(₹ in Lakh)
Particulars CMP* EPS PE RON NAV Face Revenue
(₹) Ratio W (₹) Value from
(%) (₹) Operations
(₹)
Kalyani Cast-Tech Limited 139.00 16.03 8.67 56.45 28.40 10.00 6,327.01
Peer Group **
Texmaco Rail & Engineering Limited 130.65 0.62 187.58 1.47 42.03 1.00 65,600.00
Titagarh Rail Systems Limited 789.20 8.64 75.37 10.73 8.64 2.00 2,78,052.90
* CMP for our Company is considered as Issue Price
** Source : www.bseindia.com.

Notes :
(i) The figures of Kalyani Cast-Tech Limited are based on financial statements as restated as on March 31, 2023.
(ii) Considering the nature and size of business of the Company, the peers are not strictly comparable. However same
have been included for broad comparison.
(iii) Current Market Price (CMP) is the closing price of peer group scrips as on November 10, 2023.
(iv) The figures for the peer group are based on the standalone audited financials for the year ended March 31, 2023.

The face value of our share is ₹10.00 per share and the Issue Price is of ₹139.00 per share are 13.9 times of the face value.

KEY PERFORMANCE INDICATORS

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

The KPIs disclosed below have been approved by a resolution of our Audit Committee dated October 25, 2023 and the
members of the Audit Committee have verified the details of all KPIs pertaining to our Company. Further, the members
of the Audit Committee have confirmed that there are no KPIs pertaining to our Company that have been disclosed to any
investors at any point of time during the three years period prior to the date of filing of this Prospectus. Further, the KPIs
herein have been certified by Goel Mintri and Associates, Chartered Accountants, by their certificate dated October 25,
2023.

The KPIs of our Company have been disclosed in the sections titled “Our Business” and “Management’s Discussion
and Analysis of Financial Condition and Results of Operations – Key Performance Indicators” on pages 101 and 158
respectively.

Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at least
once in a year (or any lesser period as determined by the Board of our Company), for a duration of one year after the date
of listing of the Equity Shares on the Stock Exchange or till the complete utilization of the proceeds of the 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.

Key Performance Indicators of Our Company

Key Financial Performance For the Period For the Financial For the Financial For the Financial
Ended Year Ended Year Ended Year Ended
June 30, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Revenue from operations(1) 2,464.08 6,327.01 4,945.34 1,120.01
EBITDA(2) 410.28 1,161.07 215.43 82.56
EBITDA Margin(3) 16.65% 18.35% 4.36% 7.37%
PAT 293.64 803.79 117.33 35.36
PAT Margin(4) 11.92% 12.70% 2.37% 3.16%
Networth(5) 1,717.65 1,424.10 620.22 502.89
RoE %(6) 18.69% 78.64% 20.89% 7.68%
RoCE% (7) 20.20% 67.56% 18.18% 5.60%
Notes:
Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements
(2)
EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses – Other Income
(3)
‘EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations
(4)
‘PAT Margin’ is calculated as PAT for the period/year divided by revenue from operations.

82
(5)
Net worth means the aggregate value of the paid-up share capital and reserves and surplus of the company less deferred
tax assets.
(6)
Return on Equity is ratio of Profit after Tax and Average Shareholder Equity. The ratio pertaining to period ended
June 30, 2023 is not annualised.
(7)
Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as shareholders’
equity plus long-term borrowings. The ratio pertaining to period ended June 30, 2023 is not annualised.

Explanations for KPI Metrics

KPI Explanation
Revenue from Operation Revenue from Operations is used by our management to track the revenue profile of the
business and in turn helps to assess the overall financial performance of our Company and
volume of our business in key verticals
EBITDA EBITDA provides information regarding the operational efficiency of the business
EBITDA Margin (%) EBITDA Margin (%) is an indicator of the operational profitability and financial
performance of our business
PAT Profit after tax provides information regarding the overall profitability of the business
PAT Margin (%) PAT Margin (%) is an indicator of the overall profitability and financial performance of
our business.
Net Worth Net worth is used by the management to ascertain the total value created by the entity and
provides a snapshot of current financial position of the entity.
RoE% RoE provides how efficiently our Company generates profits from Shareholders’ Funds
RoCE% ROCE provides how efficiently our Company generates earnings from the capital
employed in the business.

Set forth below are the details of comparison of key performance of indicators with our listed industry peers:

Key Kalyani Cast-Tech Limited Texmaco Rail & Engineering Titagarh Rail Systems
Financial Limited Limited
Performa FY FY FY FY FY FY FY FY FY
nce 2022-23 2021-22 2020-21 2022-23 2021-22 2020-21 2022-23 2021-22 2020-21
Revenue 6,327.01 4,945.34 1,120.01 2,24,300 1,62,100 1,68,800 2,78,053 1,47,479 1,02,579
from
Operations
(1)

EBITDA(2) 1,161.07 215.43 82.56 17,992 16,847 15,182 26,203 18,168 13501
EBITDA 18.35% 4.36% 7.37% 8.02% 10.39% 8.99% 9.42% 12.32% 13.16%
Margin(3)
PAT 803.79 117.33 35.36 1,984 1,830.00 1,187.00 10,337 7941 5,028.00
PAT 12.70% 2.37% 3.16% 0.88% 1.13% 0.70% 3.72% 5.38% 4.90%
Margin(4)
Networth(5) 1,424.10 620.22 502.89 1,34,500 1,31,400 1,13,900 96,200 95,600 87,000
RoE %(6) 78.64% 20.89% 7.68% Not Not Not Not Not Not
Availabl Availabl Availabl Availabl Availabl Availabl
e e e e e e
RoCE% (7) 67.56% 18.18% 5.60% Not Not Not Not Not Not
Availabl Availabl Availabl Availabl Availabl Availabl
e e e e e e
**All the information for listed industry peers mentioned above is sourced from the Annual Reports of FY 22-23, FY 21-
22 and FY 20-21.

#Not Available = Data of certain KPI’s of the Company’s listed peers is either not available in the public domain or the
basis and manner of calculation of the figures mentioned is not ascertainable and therefore, may not be an accurate
comparison with the Company’s information and hence not mentioned.

Notes:
Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements
(2)
EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses – other income
(3)
‘EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations
(4)
‘PAT Margin’ is calculated as PAT for the period/year divided by revenue from operations.
(5)
Net worth means the aggregate value of the paid-up share capital and reserves and surplus of the company.
(6)
Return on Equity is ratio of Profit after Tax and Shareholder Equity

83
 Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as shareholders’
(7)

equity plus long term borrowings.

Weighted Average Cost of Acquisition

(a) The price per share of our Company based on the primary / new issue of shares (equity / convertible securities)

There has been no issuance of Equity Shares during the 18 months preceding the date of this Prospectus, where such
issuance is equal to or more than 5% of the fully diluted paid-up share capital of the Company (calculated based on the
pre-issue capital before such transaction(s) and excluding employee stock options granted but not vested), in a single
transaction or multiple transactions combined together over a span of 30 days.

(b) The price per share of our Company based on the secondary sale / acquisition of shares (equity shares)

There have been no secondary sale/acquisitions of Equity Shares, where the promoters, members of the promoter group
or shareholder(s) having the right to nominate director(s) in the board of directors of the Company are a party to the
transaction (excluding gifts), during the 18 months preceding the date of this certificate, 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-issue
capital before such transaction/s and excluding employee stock options granted but not vested), in a single transaction or
multiple transactions combined together over a span of rolling 30 days.

(c) Since there are no such transactions to report under (a) and (b) therefore, information based on last 5 primary
or secondary transactions (secondary transactions where Promoter / Promoter Group entities or
shareholder(s) having the right to nominate director(s) in the Board of our Company, are a party to the
transaction), not older than 3 years prior to the date of this certificate irrespective of the size of transactions,
is as below:

Primary Transactions:

Except as disclosed below, there have been no primary transactions in the last three years preceding the date of this
Prospectus:

Date of Name of the No. of Equity Issue Price per Nature of Total Nature of
Allotment Allottee Shares Equity Share (₹) Allotment Consideration Consideration
Allotted (₹ in Lakhs)
December Mr. Naresh 500,000 10.00 Right Issue 50,00,000.00 Cash
01, 2020 Kumar

Secondary Transactions:

Except as disclosed below, there have been no secondary transactions by the Promoters, members of the Promoter Group
or shareholder(s) having the right to nominate director(s) in the Board of Directors of our Company are a party to the
transaction, in the last three years preceding the date of this Prospectus:

Date of Transfer No. of equity Issue price per Total Nature of Transfer
Shares Equity share Consideration
transferred (₹) (₹ in Lakhs)
March 22, 2022 62,500 12.50 7,81,250.00 Transfer from Visisth Services
Limited to Muskan Bangani
March 22, 2022 62,500 12.50 7,81,250.00 Transfer from Visisth Services
Limited to Kamala Kumari Jain
March 22, 2022 1,25,000 12.50 15,62,500.00 Transfer from Visisth Services
Limited to Mr. Nathmal Bangani
March 28, 2022 10,000 18.00 1,80,000.00 Transfer from Ashok Kumar Gupta to
Kamala Kumari Jain
March 28, 2022 20,000 18.00 3,60,000.00 Transfer from Ashok Kumar Gupta to
Kamala Kumari Jain
Total 2,80,000 36,65,000.00

84
(d) Weighted average cost of acquisition, floor price and cap price:

Types of transactions Weighted average cost Floor price* Cap price*

of acquisition (₹ per (i.e. ₹ 137.00) (i.e. ₹ 139.00)
Equity Shares)
Weighted average cost of acquisition of primary NA^ NA^ NA^
issuance as per paragraph (a) above
Weighted average cost of acquisition of secondary NA^^ NA^^ NA^^
issuance as per paragraph (b) above
Weighted average cost of acquisition for primary 10.00 13.70 times* 13.90 times*
transaction as per paragraph (c) above
Weighted average cost of acquisition for 13.09 10.47 times* 10.62 times*
secondary transaction as per paragraph (c) above
Note:
^There were no primary / new issue of equity shares in last 18 months. However, shares pursuant to Right Issue were
allotted dated December 01, 2020, three years prior to the date of this Prospectus.
^^ There were no secondary sales / acquisition of shares of equity shares in last 18 months and three years from the date
of this Prospectus.

The Company in consultation with the Book Running Lead Manager believes that the Issue Price of ₹139.00 per share
for the Public Issue is justified in view of the above parameters. Investor should read the above-mentioned information
along with the chapter titled “Risk Factors” beginning on page 28 of this Prospectus and the financials of our Company
including important profitability and return ratios, as set out in the chapter titled “Financial Statements as Restated”
beginning on page 157 of this Prospectus.

85
 STATEMENT OF SPECIAL TAX BENEFITS

To
The Board of Directors
KALYANI CAST-TECH LIMITED
B-144 Second Floor DDA,
Shed Phase-1 Okhla Industrial Area,
Phase-i New Delhi,
South Delhi, Delhi – 110020

Dear Sir,

Sub: Statement of Possible Special Tax Benefits (“the Statement”) available to KALYANI CAST-TECH LIMITED
(“the Company”) and its shareholders prepared in accordance with the requirements in Point No. 9 (L) of Part A
of Schedule VI of the Securities Exchange Board of India (Issue of Capital Disclosure Requirements) Regulations
2018, as amended (“the Regulations”)

We hereby report that this certificate along with the annexure (hereinafter referred to as “The Statement”) states the
possible special tax benefits available to the Company and the shareholders of the Company under the Income Tax Act,
1961 (‘IT Act‘) (read with Income Tax Rules, Circulars and Notifications) as amended by the Finance Act, 2023 (i.e.
applicable to F.Y. 2023-24 relevant to A.Y. 2024-25) (hereinafter referred to as the “IT Regulations”) and under the
Goods And Service Tax Act, 2017 (read with Goods And Service Tax[GST] Rules, Circulars and Notifications), presently
in force in India. The Statement has been prepared by the management of the Company in connection with the proposed
Public Issue, which we have initialed for identification purposes only.

Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the
said relevant provisions of the tax laws and regulations applicable to the Company. Hence, the ability of the Company or
its shareholders to derive the special tax benefits, if any, is dependent upon fulfilling such conditions, which are based on
business imperatives, which the Company may or may not choose to fulfill or face in the future.

The benefits discussed in the enclosed annexure cover only special tax benefits available to the Company and its
shareholders and do not cover any general tax benefits available to the Company or its shareholders. Further, the
Preparation of enclosed statement and the contents stated therein is not exhaustive and is the responsibility of the
Company’s management. 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. A shareholder is advised to consult his/ her/ its own
tax consultant with respect to the tax implications arising out of his/her/its participation in the proposed issue, particularly
in view of ever-changing tax laws in India. Further, we give no assurance that the income tax authorities/ other indirect
tax authorities/courts will concur with our views expressed herein.

We do not express any opinion or provide any assurance as to whether:

• the Company or its shareholders will continue to obtain these benefits in future; or

• the conditions prescribed for availing the benefits have been/would be met.

The contents of this annexure 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 and the provisions of the
tax laws.

No assurance is given that the revenue authorities/ courts will concur with the views expressed herein. The views are
based on the existing provisions of law and its interpretation, which are subject to change from time to time. We would
not assume responsibility to update the view, consequence to such change.

Our views are based on facts indicated to us, the existing provisions of tax law and its interpretations, which are subject
to change or modification from time to time. Any such changes, which could also be retrospective, could have an effect
on the validity of our views stated herein. We assume no obligation to update this statement on any such events
subsequent, which may have a material effect on the discussions herein. Our views are exclusively for the limited use of
the captioned Company in connection with its proposed public issue referred to herein above and shall not, without our
prior written consent, be disclosed to any other person.

86
We shall not be liable to Company for any claims, liabilities or expenses relating to this assignment except to the extent
of fees relating to this assignment, as finally judicially determined to have resulted primarily from bad faith of intentional
misconduct. We are not liable to any other person in respect of this statement.

This certificate along with the annexure is provided solely for the purpose of assisting the addressee Company in
discharging its responsibility under the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 for inclusion in the Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus
in connection with the proposed issue of equity shares and is not to be used, referred to or distributed for any other purpose
without our written consent.

For Goel Mintri and Associates,

Chartered Accountants,
Firm Registration No.: 013211N

Sd/-
Gopal Dutt
Partner
Membership No.: 520858
UDIN: 23520858BGUKPB7391

Date: October 25, 2023

Place: Delhi

87
ANNEXURE TO THE STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO KALYANI
CAST-TECH LIMITED (“THE COMPANY”) AND IT’S SHAREHOLDERS UNDER THE APPLICABLE TAX
LAWS IN INDIA

Outlined below are the possible special tax benefits available to the Company and its shareholders under the current direct
tax laws in India for the financial year 2023-24. 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.

1. Special Tax Benefits to the Company

Kalyani Cast-Tech Limited (“the Company”) is an Indian Company, subject to tax in India. The Company is taxed on its
profits. Profits are computed after allowing all reasonable business expenditure, laid out wholly and exclusively for the
purposes of the business, including depreciation. Considering the activities and the business of the Company, the
following special tax benefits may be available to them.

Lower corporate tax rate under Section 115BAA of the Act and MAT credit under Section 115JAA of the Act:

A new Section 115BAA has been inserted by the Taxation Laws (Amendment) Act, 2019 (the “Amendment Act, 2019”)
w.e.f. FY 2019-20 granting an option to domestic companies to compute corporate tax at a reduced rate of 25.17% (22%
plus surcharge of 10% and cess of 4%), provided such companies do not avail specified exemptions / incentives.

The option under Section 115BAA of the Act once exercised cannot be subsequently withdrawn for the same or any
future financial year.

The Amendment Act, 2019 further provides that domestic companies availing such option will not be required to pay
Minimum Alternate Tax (“MAT”) under Section 115JB. The CBDT has further issued Circular 29 / 2019 dated October
02, 2019 clarifying that since the MAT provisions under Section 115JB itself would not apply where a domestic company
exercises option of lower tax rate under Section 115BAA, MAT credit would not be available.

2. Special Tax Benefits available to the shareholders of the Company

The Shareholders of the Issuer Company (Kalyani Cast-Tech Limited) are not entitled to any special tax benefits under
the Direct and Indirect Tax Laws, as presently applicable.

Notes:

1. All the above benefits are as per the current tax laws and will be available only to the sole / first name holder where
the shares are held by joint holders.
2. The above statement covers only certain relevant direct tax law benefits and does not cover any indirect tax law
benefits or benefit under any other law.
3. The above statement of possible special tax benefits are as per the current direct tax laws relevant for the F.Y.2023-
24 relevant to A.Y. 2024-25.
4. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views
are based on the existing provisions of law and its interpretation, which are subject to changes from time to time.
We do not assume responsibility to update the views consequent to such changes. We do not assume responsibility
to update the views consequent to such changes. We shall not be liable to any claims, liabilities or expenses relating
to this assignment except to the extent of fees relating to this assignment, as finally judicially determined to have
resulted primarily from bad faith or intentional misconduct. We will not be liable to any other person in respect of
this statement.

YOU SHOULD CONSULT YOUR OWN TAX ADVISORS CONCERNING THE INDIAN TAXIMPLICATIONS
AND CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF EQUITY SHARES IN YOUR
PARTICULAR SITUATION.

88
We hereby give our consent to include our above referred opinion regarding the tax benefits available to the Company
and to its shareholders in the offer document.

For Goel Mintri and Associates,

Chartered Accountants,
Firm Registration No.: 013211N

Sd/-
Gopal Dutt
Partner
Membership No.: 520858
UDIN: 23520858BGUKPB7391

Date: October 25, 2023

Place: Delhi

89
 SECTION VIII: ABOUT THE ISSUER COMPANY

OUR INDUSTRY

The information in this section has been extracted from various websites and publicly available documents from
various industry sources. The data may have been re-classified by us for the purpose of presentation. Neither we nor
any other person connected with the issue has independently verified the information provided in this section. Industry
sources and publications, referred to in this section, generally state that the information contained therein has been
obtained from sources generally believed to be reliable but 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.

GLOBAL ECONOMY AT LARGE

Near-Term Resilience, Persistent Challenges

• Global growth is projected to fall from an estimated 3.5 percent in 2022 to 3.0 percent in both 2023 and 2024. While
the forecast for 2023 is modestly higher than predicted in the April 2023 World Economic Outlook (WEO), it remains
weak by historical standards. The rise in central bank policy rates to fight inflation continues to weigh on economic
activity. Global headline inflation is expected to fall from 8.7 percent in 2022 to 6.8 percent in 2023 and 5.2 percent
in 2024. Underlying (core) inflation is projected to decline more gradually, and forecasts for inflation in 2024 have
been revised upward.

• The recent resolution of the US debt ceiling standoff and, earlier this year, strong action by authorities to contain
turbulence in US and Swiss banking, reduced the immediate risks of financial sector turmoil. This moderated adverse
risks to the outlook. However, the balance of risks to global growth remains tilted to the downside. Inflation could
remain high and even rise if further shocks occur, including those from an intensification of the war in Ukraine and
extreme weather-related events, triggering more restrictive monetary policy. Financial sector turbulence could
resume as markets adjust to further policy tightening by central banks. China’s recovery could slow, in part as a result
of unresolved real estate problems, with negative cross-border spillovers. Sovereign debt distress could spread to a
wider group of economies. On the upside, inflation could fall faster than expected, reducing the need for tight
monetary policy, and domestic demand could again prove more resilient.

• In most economies, the priority remains achieving sustained disinflation while ensuring financial stability. Therefore,
central banks should remain focused on restoring price stability and strengthening financial supervision and risk
monitoring. Should market strains materialize, countries should provide liquidity promptly while mitigating the
possibility of moral hazard. They should also build fiscal buffers, with the composition of fiscal adjustment ensuring
targeted support for the most vulnerable. Improvements to the supply side of the economy would facilitate fiscal
consolidation and a smoother decline of inflation toward target levels.

Forces Shaping the Outlook

The global recovery from the COVID-19 pandemic and Russia’s invasion of Ukraine is slowing amid widening
divergences among economic sectors and regions.

The World Health Organization (WHO) announced in May that it no longer considers COVID-19 to be a “global health
emergency.” Supply chains have largely recovered, and shipping costs and suppliers’ delivery times are back to pre-
pandemic levels. But forces that hindered growth in 2022 persist. Inflation remains high and continues to erode household
purchasing power. Policy tightening by central banks in response to inflation has raised the cost of borrowing, constraining
economic activity. Immediate concerns about the health of the banking sector have subsided, but high interest rates are
filtering through the financial system, and banks in advanced economies have significantly tightened lending standards,
curtailing the supply of credit. The impact of higher interest rates extends to public finances, especially in poorer countries
grappling with elevated debt costs, constraining room for priority investments.

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As a result, output losses compared with pre-
pandemic forecasts remain large, especially for
the world’s poorest nations. Despite these
headwinds, global economic activity was resilient
in the first quarter of 2023, with that resilience
driven mainly by the services sector. The post-
pandemic rotation of consumption back toward
services is approaching completion in advanced
economies (including in tourism-dependent
economies of southern Europe), and it
accelerated in a number of emerging market and
developing economies in the first quarter (Figure
1). However, as mobility returns to pre-pandemic
levels, the scope for further acceleration appears
more limited.

At the same time, non-services sectors, including

manufacturing, have shown weakness, and high-
frequency indicators for the second quarter point
to a broader slowdown in activity. Amid
softening consumption of goods, heightened
uncertainties regarding the future geoeconomic
landscape, weak productivity growth, and a more
challenging financial environment, firms have
scaled back investment in productive capacity. Gross fixed capital formation and industrial production have slowed
sharply or contracted in major advanced economies, dragging international trade and manufacturing in emerging markets
with them. International trade and indicators of demand and production in manufacturing all point to further weakness.
Excess savings built up during the pandemic are declining in advanced economies, especially in the United States,
implying a slimmer buffer to protect against shocks, including those to the cost of living and those from more restricted
credit availability.

Core Inflation Declining More Gradually Than Headline Inflation

Global headline inflation is set to fall from an annual average of 8.7 percent in 2022 to 6.8 percent in 2023 and 5.2 percent
in 2024, broadly as projected in April, but above pre-pandemic (2017–19) levels of about 3.5 percent. About three-quarters
of the world’s economies are expected to see lower annual average headline inflation in 2023. Monetary policy tightening
is expected to gradually dampen inflation, but a central driver of the disinflation projected for 2023 is declining
international commodity prices. Differences in the pace of disinflation across countries reflect such factors as different
exposures to movements in commodity prices and currencies and different degrees of economic overheating. The forecast
for 2023 is revised down by 0.2 percentage point, largely on account of subdued inflation in China. The forecast for 2024
has been revised upward by 0.3 percentage point, with the upgrade reflecting higher-than-expected core inflation.

Core inflation is generally declining more gradually. Globally, it is set to decline from an annual average of 6.5 percent
in 2022 to 6.0 percent in 2023 and 4.7 percent in 2024. It is proving more persistent than projected, mainly for advanced
economies, for which forecasts have been revised upward by 0.3 percentage point for 2023 and by 0.4 percentage point
for 2024 compared with the April 2023 WEO. Global core inflation is revised down by 0.2 percentage point in 2023,
reflecting lower-than-expected core inflation in China, and up by 0.4 percentage point in 2024. On an annual average
basis, about half of economies are expected to see no decline in core inflation in 2023, although on a fourth-quarter-over-
fourth-quarter basis, about 88 percent of economies for which quarterly data are available are projected to see a decline.
Overall, inflation is projected to remain above target in 2023 in 96 percent of economies with inflation targets and in 89
percent of those economies in 2024.

Policy Priorities

Conquer inflation. Central banks in economies with elevated and persistent core inflation should continue to clearly signal
their commitment to reducing inflation. A restrictive stance—with real rates above neutral—is needed until there are clear
signs that underlying inflation is cooling. Multilayered uncertainty complicates the task for central banks: Levels of
neutral rates and lags of policy transmission are difficult to estimate with confidence, and the potency of the transmission
mechanism may differ across economic sectors. In view of these uncertainties, adjusting policy in a data-dependent
manner and avoiding a premature easing before price pressures have adequately receded is warranted, while continuing
to use tools to maintain financial stability when needed. Although the primary responsibility for restoring price stability
lies with central banks, legislated government spending cuts or tax increases aimed at ensuring public debt sustainability

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can, by reducing aggregate demand and reinforcing the overall credibility of disinflation strategies, further ease inflation.
This is especially the case in countries with overheated economies and steep inflation-unemployment trade-offs.

Maintain financial stability and prepare for stress. The fast pace of monetary policy tightening continues to put the
financial sector under pressure. Strengthened supervision (by implementing Basel III and removing forbearance
measures) and monitoring risks to anticipate further episodes of banking sector stress is warranted. The intensity of
supervision must be commensurate with banks’ risks and systemic importance, and it is essential to address oversight
gaps in the nonbank financial sector. Macroprudential policy measures could be employed preemptively to address
emerging risks in banks and nonbank financial institutions. Where market strains emerge, deploying tools that provide
liquidity support promptly and forcefully, while mitigating the risk of moral hazard, would limit contagion. Because
central banks are not equipped to deal with insolvency problems, it is important for governments to rebuild fiscal space
in the event real resources need to be mobilized. Countries at risk of external shocks can make full use of the global
financial safety net afforded by international financial institutions, including IMF precautionary financial arrangements.

Rebuild fiscal buffers while protecting the vulnerable. With fiscal deficits and government debt above pre-pandemic
levels, credible medium-term fiscal consolidation is in many cases needed to restore budgetary room for maneuver and
ensure debt sustainability. Fiscal adjustment is currently projected International Monetary Fund | July 2023 9 to average
0.5 percent of GDP in 2024 (based on the change in structural fiscal balances) in both advanced economies and emerging
market and developing economies. For economies with access to international markets, the pace of fiscal consolidation
should depend on the strength of private demand. The composition of fiscal adjustment should protect targeted support
for the most vulnerable. Phasing out untargeted fiscal measures, including those that blunt price signals such as energy
subsidies is warranted, especially since energy prices have broadly returned to pre-pandemic levels. In cases in which
countries are in or at high risk of debt distress, achieving debt sustainability may require not only well-timed fiscal
consolidation, but also debt restructuring.

GLOBAL FINANCIAL STABILITY UPDATE

Financial markets appear sanguine, and financial conditions

have mostly continued to ease. Since the April 2023 Global
Financial Stability Report, central banks have
communicated that they could need to tighten monetary
policy further. Even as yield curves remain inverted and
recession concerns are prominent, financial conditions have
mostly eased (Figure 1.1). A rally in the technology sector
and higher equity prices, undoing some of the
disinflationary impulses from tighter monetary policy, has
supported this easing. In such circumstances, upside
surprises to inflation could cause a sudden, sharp repricing
of financial assets. The resulting tightening in global
financial conditions could then interact with existing
vulnerabilities in the financial system, which could amplify
the tightening. Immediate concerns about the banking sector
have eased, but growth in bank loans in advanced
economies has slowed, and high interest rates will likely
lead to tighter credit conditions. The shift of deposits in the
United States from regional to large banks and money
market funds has subsided, but a tighter monetary
environment continues to challenge banks and nonbank
financial intermediaries. In the euro area, mandatory
repayments of loans from targeted longer-term refinancing
operations are confronting banks that had relied on this
source of funding, whereas in the United States, ongoing
quantitative tightening and issuance of large amounts of
Treasury bills after the recent debt ceiling episode could lead
to further outflows from the banking system. In the meantime, the quality of business borrowers’ credit is weakening as
higher rates are starting to bite, raising credit costs, further curtailing bank lending, and slowing corporate debt issuance.
Moreover, falling prices for commercial real estate—particularly office space—and residential property in many
jurisdictions could add to pressures on indebted households and firms and weaken nonbank financial institutions exposed
to vulnerable sectors. Major emerging markets have generally remained resilient in this uncertain environment and largely
avoided the banking sector turmoil in March 2023. However, many lower-rated issuers of sovereign bonds in emerging
and frontier markets are still struggling to maintain access to international markets. In the second quarter, spreads for
investment-grade sovereigns have stayed at about average historical levels, while spreads on those below investment
grade have remained well above the historical range for issuances (880 basis points). Notably, 18 countries have spreads

92
at distressed levels (more than 1,000 basis points). These high spreads have made issuance of new hard-currency debt
very challenging for frontier markets so far in 2023 (Figure 1.2).

(https://www.imf.org/en/Publications/WEO/Issues/2023/07/10/world-economic-outlook-update-july-2023 )

INDIAN INDUSTRY OVERVIEW

Strong economic growth in the first quarter of FY 2022-23 helped India overcome the UK to become the fifth-largest
economy after it recovered from repeated waves of COVID-19 pandemic shock. Real GDP in the first quarter of 2022–
23 is currently about 4% higher than its corresponding 2019-20, indicating a strong start for India's recovery from the
pandemic. Given the release of pent-up demand and the widespread vaccination coverage, the contact-intensive services
sector will probably be the main driver of development in 2022–2023. Rising employment and substantially increasing
private consumption, supported by rising consumer sentiment, will support GDP growth in the coming months.

Future capital spending of the government in the economy is expected to be supported by factors such as tax buoyancy,
the streamlined tax system with low rates, a thorough assessment and rationalisation of the tariff structure, and the
digitization of tax filing. In the medium run, increased capital spending on infrastructure and asset-building projects is set
to increase growth multipliers, and with the revival in monsoon and the Kharif sowing, agriculture is also picking up
momentum. The contact-based services sector has largely demonstrated promise to boost growth by unleashing the pent-
up demand over the period of April-September 2022. The sector's success is being captured by a number of HFIs (High-
Frequency Indicators) that are performing well, indicating the beginnings of a comeback.

India has emerged as the fastest-growing major economy in the world and is expected to be one of the top three economic
powers in the world over the next 10-15 years, backed by its robust democracy and strong partnerships.

MARKET SIZE

India’s nominal gross domestic product (GDP) at

current prices is estimated to be at Rs. 232.15 trillion
(US$ 3.12 trillion) in FY22. With more than 100
unicorns valued at US$ 332.7 billion, India has the
third-largest unicorn base in the world. The government
is also focusing on renewable sources to generate
energy and is planning to achieve 40% of its energy
from non-fossil sources by 2030.

According to the McKinsey Global Institute, India

needs to boost its rate of employment growth and create
90 million non-farm jobs between 2023 and 2030 in
order to increase productivity and economic growth.
The net employment rate needs to grow by 1.5% per
annum from 2023 to 2030 to achieve 8-8.5% GDP
growth between 2023 and 2030. India's current account
deficit (CAD), primarily driven by an increase in the
trade deficit, stood at 2.1% of GDP in the first quarter
of FY 2022-23.

Exports fared remarkably well during the pandemic and

aided recovery when all other growth engines were
losing steam in terms of their contribution to GDP.
Going forward, the contribution of merchandise
exports may waver as several of India’s trade partners witness an economic slowdown. According to Mr. Piyush Goyal,
Minister of Commerce and Industry, Consumer Affairs, Food and Public Distribution and Textiles, Indian exports are
expected to reach US$ 1 trillion by 2030.

RECENT DEVELOPMENTS

India is primarily a domestic demand-driven economy, with consumption and investments contributing to 70% of the
economic activity. With an improvement in the economic scenario and the Indian economy recovering from the Covid-
19 pandemic shock, several investments and developments have been made across various sectors of the economy.
According to World Bank, India must continue to prioritise lowering inequality while also putting growth-oriented
policies into place to boost the economy. In view of this, there have been some developments that have taken place in the
recent past. Some of them are mentioned below.

93
• As of September 21, 2022, India’s foreign exchange reserves stood at US$ 524,520 million.

• The private equity-venture capital (PE-VC) sector investments stood at US$ 2 billion in September 2022.

• Merchandise exports in September 2022 stood at US$ 32.62 billion.

• PMI Services remained comfortably in the expansionary zone at 56.7 during April-September 2022

• In September 2022, the gross Goods and Services Tax (GST) revenue collection stood at Rs. 147,686 crore (US$
17.92 billion).

GOVERNMENT INITIATIVES

Over the years, the Indian government has introduced many initiatives to strengthen the nation's economy. The Indian
government has been effective in developing policies and programmes that are not only beneficial for citizens to improve
their financial stability but also for the overall growth of the economy. Over recent decades, India's rapid economic growth
has led to a substantial increase in its demand for exports. Besides this, a number of the government's flagship
programmes, including Make in India, Start-up India, Digital India, the Smart City Mission, and the Atal Mission for
Rejuvenation and Urban Transformation, are aimed at creating immense opportunities in India. In this regard, some of
the initiatives taken by the government to improve the economic condition of the country are mentioned below:

• Home & Cooperation Minister Mr. Amit Shah, laid the foundation stone and performed Bhoomi Pujan of Shri Tanot
Mandir Complex Project under Border Tourism Development Programme in Jaisalmer in September 2022.

• In August 2022, Mr. Narendra Singh Tomar, Minister of Agriculture and Farmers Welfare inaugurated four new
facilities at the Central Arid Zone Research Institute (CAZRI), which has been rendering excellent services for more
than 60 years under the Indian Council of Agricultural Research (ICAR).

• In August 2022, a Special Food Processing Fund of Rs. 2,000 crore (US$ 242.72 million) was set up with National
Bank for Agriculture and Rural Development (NABARD) to provide affordable credit for investments in setting up
Mega Food Parks (MFP) as well as processing units in the MFPs.

• In July 2022, Deendayal Port Authority (DPA) announced plans to develop two Mega Cargo Handling Terminals on
a Build-Operate-Transfer (BOT) basis under Public-Private Partnership (PPP) Mode at an estimated cost of Rs. 5,963
crore (US$ 747.64 million).

• In July 2022, the Union Cabinet chaired by the Prime Minister Mr. Narendra Modi, approved the signing of the
Memorandum of Understanding (MoU) between India & Maldives. This MoU will provide a platform to tap the
benefits of information technology for court digitization and can be a potential growth area for the IT companies and
start-ups in both the countries.

ROAD AHEAD

In the second quarter of FY 2022-23, the growth momentum of the first quarter was sustained, and high-frequency
indicators (HFIs) performed well in July and August of 2022. India's comparatively strong position in the external sector
reflects the country's generally positive outlook for economic growth and rising employment rates. India ranked fifth in
foreign direct investment inflows among the developed and developing nations listed for the first quarter of 2022.

India's economic story during the first half of the current financial year highlighted the unwavering support the
government gave to its capital expenditure, which, in FY 2022–23 (until August 2022), stood 46.8% higher than the same
period last year. The ratio of revenue expenditure to capital outlay decreased from 6.4 in the previous year to 4.5 in the
current year, signaling a clear change in favour of higher-quality spending. Stronger revenue generation as a result of
improved tax compliance, increased profitability of the company, and increasing economic activity also contributed to
rising capital spending levels.

Despite the continued global slowdown, India's exports climbed at the second highest rate this quarter. With a reduction
in port congestion, supply networks are being restored. The CPI-C and WPI inflation reduction from April 2022 already
reflects the impact. In August 2022, CPI-C inflation was 7.0%, down from 7.8% in April 2022. Similarly, WPI inflation
has decreased from 15.4% in April 2022 to 12.4% in August 2022. With a proactive set of administrative actions by the
government, flexible monetary policy, and a softening of global commodity prices and supply-chain bottlenecks,
inflationary pressures in India look to be on the decline overall.

94
(https://www.ibef.org/economy/indian-economy-overview )

RAILWAY INDUSTRY IN INDIA

INTRODUCTION

The Indian railway system is regarded as the foundation and lifeblood of the economy. Indian railways span over
thousands of kilometers practically covering the entire nation, making it the fourth largest in the world after the US, China
and Russia. The Railways Board, which has a monopoly over the provision of rail services in India, is in charge of
overseeing the whole infrastructure. Due to its low cost and effective operations, railways continue to be the most popular
means of transportation for the majority of Indians when travelling long distances.

India’s railway network is recognized as one of the largest railway systems in the world under single management. The
railway network is also ideal for long-distance travel and movement of bulk commodities, apart from being an energy
efficient and economic mode of conveyance and transport. Indian Railways is the preferred carrier of automobiles in the
country.

Government of India has focused on investing in railway infrastructure by making investor-friendly policies. It has moved
quickly to enable Foreign Direct Investment (FDI) in railways to improve infrastructure for freight and high-speed trains.
At present, several domestic and foreign companies are also looking to invest in Indian rail projects.

India has the fourth largest railway network with

over 22,593 operating trains (9,141 freight and
13,452 passengers) with a daily passenger count of
24 million passengers and 203.88 million tonnes of
freight. In FY22 passenger traffic stood at 3.54
billion as compared to 1.28 billion in FY21. In FY23,
railway freight volume stood at 1,109.38 MT which
depicted year-on-year growth of 8%. Since August
2020, the Indian Railways has run 450 Kisan Rail
services and was able to transport over 1.45 lakh
tonnes of agricultural produce & perishables RailTel,
a PSU under the Railway Ministry, which provides
fast and free Wi-Fi across the In November 2020,
India Railways announced that 40% of dedicated
freight corridor (DFC) will be opened for traffic by
end-FY21. India is among the top three exporters of
railways globally as of 2022. India’s export of
railways has grown at a CAGR of 31.51% during
2010-18 to US$ 507.90 million. Exports of railways
in 2021 stood at US$ 633.27 million. Indian
Railways is developing and creating technology in areas such as signalling and telecommunication with 15,000 kms being
converted into automatic signalling and 37,000 kms to be fitted with ‘KAVACH’, the domestically developed Train
Collision Avoidance System.

GOVERNMENT INITIATIVES

The Government of India has adopted few initiatives for the Railways sector in the recent past, some of these are as
follows:

Under the Union Budget 2023-24, capital outlay of Rs. 2.40 lakh crore (US$ 29 billion) has been allocated to the Ministry
of Railways, which is the highest ever outlay and about nine times the outlay made in 2013-14.

Indian Railways launched a new tourism product i.e. theme based tourist circuit train – ‘Bharat Gaurav’ to showcase
India’s rich cultural heritage and magnificent historical places.

In the Union Budget 2022-23:

The government allocated Rs. 140,367.13 crore (US$ 18.40 billion) to the Ministry of Railways.

Indian Railways will develop new products and efficient logistics services for small farmers, and small and medium
enterprises. It will also take steps towards integration of postal and railway networks to provide seamless solutions for
movement of parcels.

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100 PM-Gati Shakti Cargo Terminals for multimodal logistics facilities will be developed over next three years.

ROAD AHEAD

Indian Railway network is growing at a healthy rate. In the next five years, Indian railway market is expected to be the
third largest, accounting for 10% of the global market. The government has announced two key initiatives for seeking
private investments-running passenger trains by private operators across the railways network and redevelopment of
railway stations across the country. According to Indian Railways, these projects have the potential of bringing an
investment of over US$ 7.5 billion in the next five years.

‘Adarsh’ Station Scheme has been started since 2009-10 and presently, railway stations are upgraded/onetizing based on
identified need of providing better enhanced passenger amenities at stations. Under the scheme, 1,253 stations have been
identified for development, out of which 1,215 stations so far have been developed. The remaining 38 stations are planned
to be developed by 2022-23. Indian Railways is also looking at other areas of revenue generation such as the following:
a) Change in composition of coaches so that it can push the more profitable AC coach travel; b) Additional revenue
streams by onetizing traffic on its digital booking IRCTC; and c) Disinvesting IRCTC.

(Source : https ://www.ibef.org/industry/indian-railways )

INDIA RAIL FREIGHT TRANSPORT MARKET ANALYSIS

The size of the India air freight market is estimated at around USD 15 billion in the current year and is anticipated to
register a CAGR of over 4% during the forecast period. The Rail Logistics project will assist India in diverting more
traffic from the road to the rail, improving the efficiency of freight transportation while lowering annual GHG emissions
by millions of tonnes. Additionally, the project will encourage more private-sector investment in the railroad industry.

The fourth-largest rail network in the world, Indian Railways (IR), moved 1.2 billion tonnes of freight during the fiscal
year that ended in March 2020. However, just 17% of India’s freight is moved by rail; 71% of it is conveyed by road.
Volumes have been constrained, and shipping speeds and reliability have suffered due to IR capacity restrictions. Since
trucks have been gaining market share throughout the years, IR has been losing market share; in 2017–18, its market share
was 32%, down from 52% a decade earlier.

Road freight accounts for about 95% of the freight sector’s emissions, making it the biggest source of GHG emissions.
Additionally, trucks were involved in 15.8% of all fatal road transport-related accidents and 12.3% of all traffic fatalities
in 2018. Rail emits about one-fifth of the GHG emissions from trucks. With IR expecting to become a net-zero carbon
emitter by 2030, rail has the ability to reduce 7.5 million tonnes of carbon dioxide and other greenhouse gases annually.

India Rail Freight Transport Industry Segmentation

From a point of loading or a goods station to a point of unloading, goods are transported by rail. These products, such as
coal, building supplies, iron, and steel, are frequently large and heavy. Along with the transportation of large items, the
rail freight market also offers this service. Service providers provide value-added services and logistics. Loading and
documentation, unloading, services, and packaging are a few of them. A complete background analysis of the India Rail
Freight Transport Market, including the assessment of the economy and contribution of sectors in the economy, market

96
overview, market size estimation for key segments, and emerging trends in the market segments, market dynamics, and
geographical trends, and COVID-19 impact, is covered in the report.

The India Rail Freight Transport Market is Segmented by Cargo Type (Containerized (Intermodal), Non-containerized,
and Liquid Bulk), Destination (Domestic and International) and Service Type (Transportation and Services Allied to
Transportation). The report offers market size and forecasts for India Rail Freight Transport Market in value (USD
Billion) for all the above segments.

India Rail Freight Transport Market Trends

This section covers the major market trends shaping the India Rail Freight Transport Market according to our research
experts:

Digitization in Railways have increased the dependency on rail freight transport

In the railway sector, AI has a wide range of uses, including asset management, proactive maintenance, and emergency
notification. Neural networks and deep learning algorithms help schedule trains more efficiently and cut down on delays.
Additionally, cutting-edge passenger information systems enhance transportation services and raise customer satisfaction.

The Train Brain, a Swedish firm, creates AI algorithms to increase the dependability of public transportation. The startup’s
technology offers real-time traffic simulations, reporting, and delay forecasting. To forecast the rail network, the
technology analyses data from GPS or signaling systems as well as train timetables. The Train Brain enables passengers
to better-educateducated commute or trip plans and rail operators to make data-driven traffic planning decisions.

Cedar AI, a US-based firm, provides artificial intelligence solutions to assist rail operators in increasing yard productivity.
The startup’s AI-powered technology interfaces with current software to guarantee observance of safety regulations while
operating the rail yard. The platform assists rail operators in streamlining yard operations, reducing workload, and
enhancing the safety of train handling. Thus, digital development provides a unique edge for railways not just to stay
relevant, but also to increase their share in the overall logistics market in India.

(Source : https ://www.mordorintelligence.com/industry-reports/india-rail-freight-transport-market)

Freight Structure

There was no increase in freight in 2021-22. However, various initiatives were taken during this period which includes
Round trip charging for ultra lead(<50KM) container traffic, e-RD-provision of single OTP for a day, e-RD-Submission
of Letter of Credit (LC) in case of goods traffic pertaining to Bangladesh, Rail Green Point (Carbon saving while
transportation by Rail), etc. Indian Railway has permitted transportation of Liquid Medical Oxygen (LMO) in cryogenic
tankers under Roll on-Roll off scheme utilizing DBKM/ BOM, BRN etc. as a special case. Class of charge for truck/tanker
will be LR3 and in respect of payload including gas the charge shall be class be class 120 under train load. In case of
wagon load, the charge will be 10% more than train load. Guidelines have also been issued for movement of Liquid
Medical Oxygen in containers in containers by Container Train Operators. Haulage Charge will be levied on ‘Haulage
rate per TEU(FAK)’ basis. No haulage charge will be levied for empty flats in the rake.

Freight Marketing:

1. Gati Shakti Multi Modal Cargo Terminal (GCT): Indian Railways has launched a new ‘Gati Shakti Multi Modal
Cargo Terminal (GCT)’ policy on 15.12.2021. The objective of the policy is to boost investment from industry in

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 development of additional terminals for handling rail cargo. These terminals will be constructed on non-Railway
land, as well as partially or fully on Railway land. All new upcoming terminals shall be commissioned as GCT.

2. Development of Goods Shed through private investments: For development of Goods shed at small/roadside
stations through private investment a policy was issued on 14.10.2020. The policy aims to augment terminal capacity
through private participation by allowing setting up of new goods sheds facilities and developing existing goods
sheds.

3. Procurement of rakes for freight traffic by inviting private investments:

i. General Purpose Wagon Investment Scheme (GPWIS): To allow investment for procurement of General
Purpose Wagons by End users, Public Sector Undertaking (PSUs), Port Owner, Logistics Providers and Mines
Owners. The scheme permits eligible investors to invest in minimum of one rake of general-purpose wagon in any
of the desired circuit(s) to carry any commodity in these rakes.

ii. Liberalized Special Freight Train Operators (LSFTO) Scheme: Liberalized Special Freight Train Operators
(LSFTO) Scheme has been started in the year 2020 by amalgamating erstwhile two schemes viz. Liberalized
Wagon Investment Scheme (LWIS) and Special Freight Train Operator (SFTO) Scheme. The objective of the
policy is to increase Railways share in transportation of non-conventional traffic in high capacity and special
purpose wagons to increase the commodity base of Rail Traffic. This policy provides an opportunity to logistics
service providers or manufacturer to invest in wagons and use advantages of rail transport of selected commodity
to create a win-win situation for railways and themselves. This also creates an avenue for end users to optimally
utilize their rolling stock by transporting their commodities as well as commodities of third party.

iii. Automobiles Freight Train Operator (AFTO) Scheme: Automobile Freight Train Operator Scheme permits
procurement and operation of special purpose rakes by private parties for transportation of automobiles sector.

iv. Wagon Leasing Scheme (WLS): The Scheme introduced the concept of leasing of railway wagons on Indian
Railways. The scheme aims at induction of rakes of general-purpose wagons, special purpose wagons and wagons
for containers movements through PPP route. Wagon Leasing Companies can lease wagon under Automobiles
Freight Train Operator (AFTO) scheme, General Purpose Wagon Investment Scheme (GPWIS), Liberalized
Special Freight Train Operators (LSFTO) scheme, Automobiles Freight Train Operator (AFTO) scheme and also
to Container Train Operators.

The following tables show the growth of freight traffic over the years:

98
(https://indianrailways.gov.in/railwayboard/uploads/directorate/stat_econ/2023/PDF%20Year%20Book%202021-22-
English.pdf )

FOUNDRY MARKET ANALYSIS FORECAST 2023-2027

The India foundry market size is estimated to grow at a CAGR of 10.77% between 2022 and 2027. The market size is
forecast to increase by USD 15,684.57 million. The growth of the market depends on several factors, including a focus
on technology upgrades, make-in-India initiatives, and increasing confidence within the foundry industry.

This foundry market report in India extensively covers market segmentation by end-user (automotive, electrical and
construction, industrial machinery, agriculture, and others) and type (gray iron casting, non-ferrous casting, ductile iron
casting, steel casting, and malleable casting). It also includes an in-depth analysis of drivers, trends, and challenges.
Furthermore, the report includes historic market data from 2017 to 2021.

99
What will be the Size of the Foundry Market in India During the Forecast Period?

Key Foundry Market Driver in India

Focus on technology upgrades is notably driving the India Foundry Market growth. India is one of the leading countries
in the market. The main reason for this is the increasing demand for metal castings from the automotive sector. In 2022,
India produced approximately 22.9 million vehicles, including commercial vehicles, passenger cars, tricycles, and two-
wheelers. This has increased the demand for the auto parts needed to manufacture automobiles. To meet the growing
demand for metal castings in India, foundries are investing in new technology and equipment.

The automotive sector saw a significant increase in sales in 2022 compared to 2021, with 13.63%. Similarly, motorcycle
sales increased by 4.7% in 2022 compared to 2021. The automotive sector has declined to some extent due to rising
vehicle prices. Indian foundries are therefore expected to benefit from technology upgrades in multiple ways, including
low power consumption, improved production efficiency, higher utilization rate, and higher profit margin. Such factors
are anticipated to propel the growth of the market during the forecast period.

Major Foundry Market Challenge in India

The lack of highly skilled manpower is challenging the India foundry market growth. Foundries in India lack skilled
workers such as foundry engineers, pattern makers, and maintenance electricians. Technology upgrades require
investment in training facilities to educate employees on various aspects, such as Different molding methods, patterns,
casting methods, and different furnace techniques. Organized, modern training facilities and the creation of regular
qualification programs help foundries to use advanced technology in their foundries.

Currently, most of the workforce is opting for managerial, clerical, and managerial positions. Over 90% of Indian
foundries are MSMEs, whose managers often perform functions that large foundries outsource to skilled workers. To
increase utilization rates, foundries in India invest in expert technicians specifically tailored to the task, including pattern
makers, hand core makers, shapers, machine core makers, primary sand technicians, and metallurgical assistants. Unless
this is achieved, the full potential of the market will not be realized. Such factors are anticipated to hinder the growth of
the market during the forecast period.

(Source : https ://www.technavio.com/report/foundry-market-in-india-industry-analysis

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 OUR BUSINESS

The following information is qualified in its entirety by, and should be read together with, the detailed financial and other
information included in this Prospectus, including the information contained in the section titled “Risk Factors”,
beginning on page no. 28 of this Prospectus.

This section should be read in conjunction with, and is qualified in its entirety by, the detailed information about our
Company and its financial statements, including the notes thereto, in the section titled “Risk Factors”, “Financial
Statement” beginning on page no. 28 and 157 respectively, of this Prospectus.

Unless otherwise stated or the context otherwise requires, in relation to business operations, in this section of this
Prospectus, all references “we”, “us”, “our”, “Kalyani” and “our Company” are to “Kalyani Cast-Tech Limited”.
Unless otherwise stated or the context otherwise requires, the financial information used in this section is derived from
our Restated Financial Statements.

OVERVIEW OF OUR BUSINESS

Our company was incorporated in the year 2012, Initially we started with the business of casting for which we had
commissioned a casting unit at Rewari in Haryana. The company has a class A foundry and manufactures products such
as MG Coupler Components, CI Brake Blocks, Adapter for WDG4 Loco, Bearing housing for electrical loco, Corner
casting for Containers motor hub traction motors etc. We cater to a diverse client base such as Indian railways, companies
engaged in Mining Industry, Cement Industry, chemicals and fertilizer and power plants. Our company while catering to
railways saw an opportunity in the year 2018 and started an addition line of business of manufacturing Containers. These
containers were used by the railway transporters to transport goods via rail network in India.

Being a cargo container manufacturing Company, we manufacture a wide product range of castings, including finished
components and are specialists in various types of cargo containers such as ISO containers 20’, 25’, 40’, 42’ and other
special containers including dwarf containers, cuboid containers, special containers for parcel cargo and containers for
two & three wheelers. With an unparalleled experience, technical know-how and a state-of-the-art manufacturing facility,
Kalyani proves to be a reliable name for their clients. The company has adopted the no-bake system of moulding and
having automatic sand plant starting from knock out, screening, cooling and mixing of sand. The Company is also
involved in exports. In the Financial Year 2022-23, the Company generated revenue from export sales for the products
sold in Russia. Kalyani Cast-Tech Limited, with its strong technical foundations and innovative excellence has had an
eventful and successful journey. From the commissioning of first plant, we started pioneering breakthrough innovations
in inline cargo in India. Within a span of almost a decade of operations, our organization has grown many folds and
expanded in terms of product portfolio, manufacturing facility, in-house designing and implementation excellence. As a
result, we are able to have excellent clients list who are always happy with our professional services.

Our Company is led by Mr. Naresh Kumar, Promoter and Managing Director of the Company. He is an Indian Institute
of Technology, Madras passed out engineer. He has worked in Indian Railways at lower and middle level of management.
Designed and developed special containers for logistics industry including Indian Railways. Architecture for various
innovative idea in multi modal viz. running of double stack container trains and double stack dwarf container trains on
Indian Railway network. He was one of the first to implement use of FRP (Fiber Reinforced Plastic) flooring in containers
for the first time in the world which is giving enhanced life with lower tare weights of containers.

Leading by example, our management is behind the tremendous progress achieved by our Company. With experience
and knowledge of our professional managerial team, we have been able to grow in leaps and bounds. The strength of our
company is converting any situation into an opportunity, thus moving ahead with strong spirit and enthusiasm.

Our Company was originally incorporated on September 26, 2012 as a Private Limited Company under the name and
style of “Kalyani Cast-Tech Private Limited” under the provisions of Companies Act, 1956 with the Registrar of
Companies, National Capital Territory of Delhi & Haryana vide CIN U26990DL2012PTC242760. Pursuant to
shareholders’ resolution passed at Extra Ordinary General Meeting held on April 29, 2022, our Company was converted
into a Public Limited Company and the name of the Company was changed to Kalyani Cast-Tech Limited vide a fresh
Certificate of Incorporation vide CIN U26990DL2012PLC242760 dated June 03, 2022 issued by Registrar of Companies,
Delhi. For further details, please refer to section titled “Our History and Certain Other Corporate Matters” beginning
on page 123 of this Prospectus.

Company’s Mission and Vision:

By virtue of years of collective experience of the Top-Management team in the industry, their technical know-how and
thoughtful leadership, our Company aims to be as one of the top design & manufacturing companies for steel, SG iron,
cast iron components and manufacturing of ISO containers, development and manufacturing of special and customised

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containers.

Our Journey:

January 2014 Commencement of trial run

March 2014 We began our commercial operations
April 2014 Supply of connecting rod for machine
May 2014 Approval of RDSO as class A Foundry. This was a landmark achievement as our Company was
eligible for Indian Railway Supplies after this.
April 2016 Indian Railways plan to introduce Dwarf Containers (LxHXW:40’x6.4’x8.5’) designed and
developed by Kalyani Cast-Tech Limited
December 2017 First Lot of Commercial Production FRP Flooring and Corner Casting Supplied by our Company
December 2018 Our Company decided to Start Manufacturing Dwarf Containers.
December 2021 Hon'ble Minister for Railways Government of India Shri Ashwani Vaishnav visited along with
200 railway officers from all over India to our Factory in Rewari Haryana.

OUR LOCATIONS

Locations Usage
B-144, Second Floor, DDA Shed Phase-1, Okhla Industrial Area Phase-I, New Delhi, South Registered Office
Delhi-110020, India.
Khewat No. 71, rect no. 41, kila no. 18/2(7-4), 19/2(0-19), 22/3(0-19), 23(7-4), 20/2(1-8), Manufacturing
21/2/2(1-8), 19/3(1-12), 22/2(1-12), 19/4(5-0) 18/2(7-4), 19/2(0-19), 22/3(0-19), 23(7-4) total 16 Unit
kanal 6 marla of its 1/3rd share situated in the revenue estate of village Mamaria Thather Tehsil
and Dist. Rewari.

OUR PRODUCTS

OUR
PRODUCTS

DWARF CUBOID OTHER

CONTAINERS CONTAINERS PRODUCTS

PRODUCT PRODUCT DESCRIPTION

1. Dwarf Containers ✓ More Volume and Tonnage Capacity

✓ Variable Thickness FRP sheets used in flooring

replacing wood

✓ Easy to load/unload with increased internal

heights

✓ Supports Fork-Lift operations

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2. Cuboid Containers ✓ Unitization of less than truck load Cargo:
Cheaper, Safer and Secure

✓ L x W x H: 2.55 x 2.00 x 2.73m

✓ Volume: 12.5 cum

✓ Payload: 2.5 MT i.e. 5 cum

✓ Good for 2 and 3 wheeler

CASTING PRODUCTS
1. MG Coupler Components 2. CI Brake Blocks

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 3. Adapter for WDG4 loco 4. Bearing housing for electrical loco DIN1782
material

5. Corner Castings for Containers 6. Motor hub traction motors

For more products, please visit to our website www.kalyanicasttech.com

MANUFACTURING PROCESS FLOW

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CERTIFICATIONS

The Company has following Certifications/Recognitions:

Sr. No. Year Certification

1. 2021 Certificate of Capacity to Annually Manufacture atleast 1000 Containers by Indian Register of
Shipping
2. 2021 Certificate for the manufacture of container corner fittings in accordance with LR Rules for Materials
Chapter 4, Section 9 by Loyd’s Register
3. 2021 Competent manufacturer certificate by Indian Register of Shipping

105
 4. 2021 ISO: 45001:2018- Manufacturer and Supplier of Steel, SG Iron and CI Components with Casting,
fabrication of ISO, Non-ISO and Special Steel Containers, FRP sheets and container component
5. 2018 Quality Audit Certificate for Class A Foundry as per IS 12117:1996 by RDSO

KEY PERFORMANCE INDICATORS OF OUR COMPANY

Key Financial Performance For the Period For the Financial For the Financial For the Financial
Ended Year Ended Year Ended Year Ended
June 30, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Revenue from operations(1) 2,464.08 6,327.01 4,945.34 1,120.01
EBITDA(2) 410.28 1,161.07 215.43 82.56
EBITDA Margin(3) 16.65% 18.35% 4.36% 7.37%
PAT 293.64 803.79 117.33 35.36
PAT Margin(4) 11.92% 12.70% 2.37% 3.16%
Networth(5) 1,717.65 1,424.10 620.22 502.89
RoE %(6) 18.69% 78.64% 20.89% 7.68%
RoCE% (7) 20.20% 67.56% 18.18% 5.60%
Notes:
(1)
Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements
(2)
EBITDA is calculated as Profit before tax + Depreciation + Interest Expense - Other Income
(3)
‘EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations
(4)
‘PAT Margin’ is calculated as PAT for the period/year divided by revenue from operations.
(5)
Net worth means the aggregate value of the paid-up share capital and reserves and surplus of the company less deferred
tax assets.
(6)
Return on Equity is ratio of Profit after Tax and Shareholder Equity. The ratio pertaining to period ended June 30,
2023 is not annualised.
(7)
Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as shareholders’
equity plus long term borrowings. The ratio pertaining to period ended June 30, 2023 is not annualised.

Explanations for KPI Metrics

KPI Explanation
Revenue from Operation Revenue from Operations is used by our management to track the revenue profile of the
business and in turn helps to assess the overall financial performance of our Company and
volume of our business in key verticals
EBITDA EBITDA provides information regarding the operational efficiency of the business
EBITDA Margin (%) EBITDA Margin (%) is an indicator of the operational profitability and financial
performance of our business
PAT Profit after tax provides information regarding the overall profitability of the business
PAT Margin (%) PAT Margin (%) is an indicator of the overall profitability and financial performance of
our business.
Net Worth Net worth is used by the management to ascertain the total value created by the entity and
provides a snapshot of current financial position of the entity.
RoE% RoE provides how efficiently our Company generates profits from Shareholders’ Funds
RoCE% ROCE provides how efficiently our Company generates earnings from the capital
employed in the business.

OUR COMPETITIVE STRENGTHS

Experienced Promote and Management Team

Company is managed by a team of competent personnel having knowledge of core aspects of our Business. Our promoters
with his knowledge and experience as well as assisted by our Key Managerial Persons who have helped us to have long
term relations with our customers. Further, they have also facilitated us to entrench with new customers. We believe that
our experience, knowledge and human resources will enable us to drive the business in a successful and profitable manner.

Our Company is managed by a team of industry specialists in markets. The team comprises of personnel having technical,
operational, and business development experience in the industry. We believe that our management team’s experience
and their understanding of the industry, regulatory affairs, manufacturing, quality control, sales, marketing, and finance
will enable us to continue to take advantage of both current and future market opportunities.

106
We believe our Promoters and Management’s overall experience and vision will enable us to manage and grow our
business in the existing markets and to enter new geographies with our competitive advantage.

Integrated manufacturing facility

We do continuous endeavour to maintain the requisite infrastructure and technological upgradation for the smooth running
of the manufacturing process as well as to cope up with the changing market demand situation. There is a continuous
change in the technology and the markets are very dynamic to the change in technology. We keep ourselves
technologically upgraded with the latest machines and infrastructure.

Well-developed distribution network

Our company has developed and implemented a wide range of networking channels throughout the industry and society
to strengthen the scope of identifying core customer base and designing right marketing strategies for procurement and
liaising of projects to deliver customized solutions for clients. Our distribution and marketing network ensures our product
availability to our customers translating into efficient supply chain, focused customer service and short turnaround times
for product delivery.

Quality Assurance and Control

Quality control through trained inspectors with respect to weld quality, sand/shot blasting surface quality and final
painting quality. Our Company has excellent record of providing quality services which makes our Company unique from
our competitors.

OUR BUSINESS STRATEGY

We envisage long term growth by building long term relations with customers. In line with this vision, our Company is
implementing a business strategy with the following key components. Our strategy will be to focus on capitalizing on our
core strengths and expanding the operations of our business. We intend to focus on our existing projects with specific
emphasis on the following factors as business and growth strategy:

Leveraging our Market skills and Relationships

Our Company believes that our business is a by-product of relationships. This is a continuous process in our organization
and the skills that we impart in our people give importance to customers. We aim to enhance the growth by leveraging
our relationships and further enhancing customer satisfaction. We plan to increase our customers by meeting orders in
hand on time, maintaining our customer relationship and renewing our relationship with existing buyers.

Improving functional efficiencies

Our Company intends to improve functional efficiencies to achieve cost reductions to have a competitive edge over the
peers. Our employees are regularly motivated to increase efficiency with error free exercise. We believe that this can be
done through continuous process improvements. Further we believe that this can be done through domestic presence and
economies of scale. Increasing our penetration in existing regions with new range of products, will enable us to penetrate
into new catchment areas within these regions and optimize our infrastructure.

Enhance customer base and to establish long-term relationships

We intend to cater to the increasing demand of our existing customers and also to increase our existing customer base by
enhancing the distribution reach of our products in different parts of the country. We propose to increase our marketing
and sales team which can focus in different regions and also maintain and establish relationship with customers.
Enhancing our presence in additional regions will enable us to reach out to a larger population. Further our company
believes in maintaining long term relationship with our customers in terms of increased sales. We aim to achieve this by
value adding value to our customers through innovation, quality assurance and timely delivery of our products.

To build-up a professional organization

As an organization, we believe in transparency and commitment in our work and with our customers. We have an
experienced team for taking care of our day-to-day operations. We also consult with external agencies on a case-to-case
basis on technical and financial aspects of our business. We will consistently put efforts among its group of experienced
employees to transform them into an outstanding team of empowered professionals which helps in further accelerating
the wheels of development of the Organization.

107
 Expand geographical reach

We intend to expand our presence by identifying markets where we can provide cost-effective and quality products to
prospective customers. Further, we seek to capitalize on our existing experience, established contacts with customers and
manufactures.

Strengthening up our business through effective branding, promotional and digital activities

We seek to increase our brand awareness through outdoor media; marketing initiatives, new product lines and brand
extensions, effective online marketing strategies. Brand reputation is considered the top criteria in decision-making, with
word of mouth, feedback from customers plays a crucial role. Our marketing and advertising initiatives are directed to
increase brand awareness to cater to new customers. We plan to effectively utilize our website, social networking sites
and other online platforms of communication to build consumer knowledge of our brands.

Achieving Operational Efficiencies:

Our company aims to achieve operational efficiencies through cost reduction. We believe that this could be done through
economies of scale and further increasing our areas of operations. We continue to invest in latest technology to ensure
operational and management efficiencies, and to standard to quality.

SWOT ANALYSIS OF OUR COMPANY

STRENGTHS WEAKNESSES
• Locational advantage • Limited financial resources

• Rich Experience • Limited skilled labor availability

• Technical know how • Limited pricing power due to emerging competition

• Good network and connections with the performers in

the Sector

• Excellent Customer Relations

• Experienced and Professional Team

• Good Track record

OPPORTUNITIES THREATS
• Government thrust under Make in India Policy • Changes in government policies.

• Good demand for domestic containers and EXIM • Fluctuations in raw material prices.
containers the demand is expected to grow further
• Rising labour wages.
• Positive Government Initiatives
• Increase in Input cost can cause upward pricing.
• Increasing share of the market
• Too many players entering and exiting the market.

OUR PROPERTIES

Our Registered office, corporate office and Storage / Warehouses are leased by our Company. The detail of our
property is as follows:

Sr. Usage Location Name of Document Rent (In Period of

No Lessor and Date Rs) Agreement
(per month) From To
1 Registered Office B-144, Second Floor, Ms. Gayatri Rent 5000/- p.m. July May
. DDA Shed Phase-1, Agreement 01, 31,
1. Okhla Industrial Area June 26, 2023 2024
Phase-I, New Delhi, 2023

108
 South Delhi-110020,
India.
2. Manufacturing
2 Khewat No.: 42, Killa: Plot held by Sale Deed - - -
Unit 17/3(4-12), 17(2-0) at Kalyani dated
Mamaria Thethar, Cast-Tech November
Dist. Rewari, Limited 12, 2021
Haryana 123101,
India.
Khewat No. 71, rect no. Mr. Rent 50,000/- March Janua
41, kila no. 18/2(7-4), Devender Agreement p.m. 01,202 ry 31,
19/2(0-19), 22/3(0-19), Kumar March 01, 3 2024
23(7-4), total 16 kanal 6 2023
marla of its 1/3rd share
situated in the revenue
estate of village Mamaria
Thather Tehsil and Dist.
Rewari.
Khewat No. 71, rect no. Ms. Rent 75,000/- April Febru
41, kila no. 20/2(1-8), Jayashree Agreement p.m. 01, ary
21/2/2(1-8), 19/3(1-12), Kumar April 01, 2023 29,
22/2(1-12), 19/4(5-0), 2023 2024
22/1(5-0), total 16 kanal
situated in the revenue
estate of village Mamaria
Thather Tehsil and Dist.
Rewari.
Khewat No. 71, rect no. Mr. Naresh Rent 75,000/- March Janua
41, kila no. 18/2(7-4), Kumar Agreement p.m. 01, ry 31,
19/2(0-19), 22/3(0-19), March 01, 2023 2024
23(7-4) total 16 kanal 6 2023
marla of its 1/3rd share
situated in the revenue
estate of village Mamaria
Thather Tehsil and Dist.
Rewari.
Khewat No. 71/3, Pradyut Rent 60,000/- July May
Khaitoni No. 87/3 rect Kumar Agreement p.m. 01, 31,
no. 42, kila no. 17/3/2(2- dated July 2023 2024
0), total 1 kanal 2 share 05, 2023
situated in the revenue
estate of village Mamaria
Thather Tehsil and Dist.
Rewari.

SALES, MARKETING AND DISTRIBUTION

Our Sales and Marketing team keeps a track of new leads and stay in touch with our existing customers for procuring and
execution of orders. We undertake a detailed exercise periodically to identify existing and prospective clients with the
potential to develop into a large clientele base. The senior management is actively involved in managing client
relationships and business development through targeted interaction with multiple contacts at different levels. In order to
maintain good relation with our customers, our promoters and our marketing team regularly interacts with them and
focuses on gaining an insight into the additional needs of our customers. Our prime consideration for customer selection
is timely payments and consistency in purchases. We market and sell our products across India directly and through
various dealers and distributors.

MARKETING STRATEGY

Technical expertise and know-how serve as a barrier of entry into the containers industry. The Company operates in a
niche segment with an oligopolistic market structure, dominated by a few established participants. Mr. Naresh Kumar,
the Managing Director, who is technically qualified and experienced in marketing discipline, heads the overall marketing
of our Company’s services. Our management also participate in seminars and workshops, which give us a platform to
interact with clients and expand our market recognition. We develop & maintain strong relationships with our clients,
logistics Companies, Private freight Companies - Container Train Operators (CTOs) and with Railways. Our business is

109
dependent on developing & maintaining strong relationships with the various parties and the clients. We will continue to
develop and maintain these relationships and alliances.

HUMAN RESOURCE

Human resource is the key element for our Company’s growth strategy and handling the day-to-day activities within the
organization. We focus on attracting and retaining the best possible talent. Our team is a blend of experienced professional
with expertise our industry. Our Company does not have any Employee Unions. As on date of this Prospectus, we have
138 Employees in our Company. We have not experienced any material strikes, work stoppages, labor disputes or actions
by or with our employees and we consider our relationship with our employees to be good. All the employees who are
employed in their respective departments work with integrity to make sure the operation the company are fulfilled and
the targets the company has set are achieved.

COMPETITION

We operate in a very niche industry in which there are very few players due to strong requirement of technical know-how
and high capital requirement both in terms of setting up manufacturing facility and also working capital requirements.
This industry is dependent on Railways and Private Freight companies which are in turn regulated by Government
policies.

COLLABORATIONS

We have not entered into any technical or financial or any other collaboration agreement as on the date of filing the
Prospectus.

INFRASTRUCTURE

Infrastructure Facilities

Our Manufacturing is well equipped with computer systems, internet connectivity, other communication equipment,
security and other facilities, which are required for our business operations to function smoothly.

Power

We have arrangements for regular power supply at our Factory and registered office. This power is been supplied to us
from BSES Rajdhani Power Limited in our Registered Office.

Water

Our registered office and factory have adequate water supply arrangements for human consumption purpose. The
requirements are fully met at the existing premises.

IMPORTS-EXPORTS AND IMPORT-EXPORT OBLIGATIONS

There are no Import- Export obligations as on date of filing this Prospectus.

OUR MANUFACTURING UNIT

Our manufacturing unit is situated in Mamaria, Rewari, Haryana. The manufacturing facility has a total covered area of
over 6000 Sq. Mt. It has four self-contained workshop sheds, each of these are fully equipped with a wide range of plant
and machinery.

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MACHINERY AND EQUIPMENTS

A. For Foundry Section

1. 2000 Kgs and 1000 Kgs Induction Furnaces

2. Automatic Sand reclamation system which include knock out system, sand screening, fluidised cooler and
sand dryer systems.

3. Continuous sand mixer of 10 TPH capacity for no bake system.

4. Compaction and jolt moulding machine

5. Shot blasting machines of 1.5 T hanger facility.

6. Heat treatment furnace of 10T capacity having automatic temperature control and recorders with water
quenching facility

7. Swing frame grinders, hand grinders, pneumatic chippers

8. Welding and air arc gouging machine

9. Lathe machine, vertical borer, drilling and milling machines

10. Spectograph

11. Mettalurgical Microscope

B. For Container Manufacturing Section

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1. Automatic welding machine for side wall, end walls and roof assemblies MIG welding machines

2. Jigs and fixtures for side wall, end wall, underframe, doors and boxing of containers

3. Shot/sand blasting equipment of 1000 Kg capacity

4. Covered paint booth

5. Container test rig for testing all kind of containers as per IS1496 Series-1 as per International Standards

6. Floor testing equipment for testing floor strength.

7. In-house production of corner castings, FRP for flooring System

8. Water test for containers.

CAPACITY AND CAPACITY UTILIZATION

Capacity Utilisation Calculation from 1st April 2020 - 31st March 2021
Products Container (Nos.) Casting (MT)
Installed Capacity (Nos) 500 1000
Production (Nos) 130 712
Capacity Utilisation 26.00% 71.20%

Plant Capacity utilisation was 26.00% for Container & 71.20% for Casting, above calculation is based on 300 working
days in the period.

Capacity Utilisation Calculation from 1st April 2021- 31st March 2022
Products Container (Nos.) Casting (MT)
Installed Capacity (Nos) 2000 700
Production (Nos) 1200 373
Capacity Utilisation 60.00% 53.29%

Plant Capacity utilisation was 60.00% for Container & 53.29% for Casting, above calculation is based on 300 working
days in the period.

Capacity Utilisation Calculation from 1st April 2022- 31st March 2023
Products Container (Nos.) Casting (MT)
Installed Capacity (Nos) 3000 700
Production (Nos) 1900 495
Capacity Utilisation 63.33% 70.71%

Plant Capacity utilisation was 63.33% for Container & 70.71% for Casting, above calculation is based on 300 working
days in the period.

Capacity Utilisation Calculation from 1st April 2023- 30th June 2023
Products Container (Nos.) Casting (MT)
Installed Capacity (Nos) 875 175
Production (Nos) 655 123
Capacity Utilisation 74.85% 70.28%

Plant Capacity utilisation was 74.85% for Container & 70.28% for Casting, above calculation is based on 76 working
days in the period.

INSURANCE POLICIES

(₹ in lakhs)
Sr. Type of Policy Sum Insurance Policy No. Valid from & Valid till
No. Assured Company
1. Bharat Sookshma 16,6.52 HDFC ERGO General 2111203372 From 21/03/2023 00:01 hrs
Udyam Suraksha Insurance Company Limited 836303000 to 20/03/2024 Midnight
Policy

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 2. Business Suraksha 45,7.98 HDFC ERGO General 2949204040 From 19/02/2023 00:01 hrs
Classik Policy Insurance Company Limited 760102000 to 18/02/2024 Midnight
3. Motor Insurance ₹ 10.61 The Oriental Insurance 261295/31/2 From 13/01/2023 00:01 hrs
Certificate Cum Company Limited 023/629 to 12/01/2024 Midnight
Policy
4. Motor Insurance ₹ 19.38 The Oriental Insurance 261295/31/2 From 07/03/2023 00:01 hrs
Certificate Cum Company Limited 023/886 to 06/03/2024 Midnight
Policy

INTELLECTUAL PROPERTY

As on the date of the Prospectus, our Company has not made any application for registering trademark. For details of
registered and applied trademarks, please refer the chapter titled Government and Other Statutory Approvals” beginning
on page no. 180 of this Prospectus.

Sr. No. Word/ Label/ Mark/Design Status/ Validity

1. Unregistered

2. Brand Name: Kalyani Cast-Tech Unregistered

FINANCIAL INDEBTEDNESS OF THE COMPANY

As on the date of this Prospectus, our Company has availed unsecured loans. For further details, please refer to the section
“Statement of Financial Indebtness” beginning on page no. 173 of this Prospectus.

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 KEY INDUSTRY REGULATIONS AND POLICIES

Except as otherwise specified in this Prospectus, we are subject to several central and state legislations which regulate
substantive and procedural aspects of our business.

Additionally, our operations require sanctions from the concerned authorities, under the relevant Central and State
legislations. The following is an overview of some of the important laws, policies and regulations which are pertinent to
our business of innovating, designing, developing and manufacturing of Cargo Containers. Taxation statutes such as the
I.T. Act, GST and applicable Labour laws, contractual laws, and intellectual property laws as the case may be, apply to
us as they do to any other Indian company. The statements below are based on the current provisions of Indian law, and
the judicial and administrative interpretations thereof, which are subject to change or modification by subsequent
legislative, regulatory, administrative or judicial decisions. The regulations set out below may not be exhaustive and are
only intended to provide general information to Investors and is neither designed nor intended to be a substitute for
professional legal advice.

APPROVALS

For the purpose of the business undertaken by our Company, it is required to comply with various laws, statutes, rules,
regulations, executive orders, etc. that may be applicable from time to time. The details of such approvals have more
particularly been described for your reference in the chapter titled “Government and Other Statutory Approvals”
beginning on page no. 180 of this Prospectus.

APPLICABLE LAWS AND REGULATIONS

BUSINESS AND/OR KEY INDUSTRY AND/OR TRADE RELATED LAWS AND REGULATIONS:

The Micro, Small and Medium Enterprises Development Act, 2006

In order to promote and enhance the competitiveness of Micro, Small and Medium Enterprise (MSME) the act 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 as micro enterprise, where the
investment in plant and machinery does not exceed twenty-five lakh rupees; Small enterprise, where the investment in
plant and machinery is more than twenty-five lakh rupees but does not exceed five crore rupees; or a medium enterprise,
where the investment in plant and machinery is more than five crore but does not exceed ten crore rupees and in the case
of the enterprise engaged in the services, Micro enterprise, where the investment in equipment does not exceed ten lakh
rupees, Small Enterprise where the investment in equipment is more than ten lakh rupees but does not exceed two crore
rupees, or Medium Enterprise where the investment in equipment is more than two crore rupees but does not exceed five
crore rupees.

The Multimodal Transportation of Goods Act, 1993

The Multimodal Transportation of Goods Act, 1993, as amended from time to time, came into force in India with effect
from 02 April 1993. It is one of the principal legislation governing multimodal transportation of goods, from any place in
India to a place outside India, on the basis of a multimodal transport contract and for matters connected therewith or
incidental thereto. A multimodal transport contract is a contract under which a multimodal transport operator undertakes
to perform or procure the performance of multimodal transportation against payment of freight. Multimodal transport is
defined as carriage of goods, by at least two different modes of transport under the same contract, from the place of
acceptance of goods in India to a place of delivery of the goods outside India. Under the MTG Act, any person can provide
the service of multimodal transportation only after obtaining a Certificate of Registration from the Competent Authority
as defined in the MTG Act. The competent authority, on being satisfied that all the conditions under the MTG Act are
complied with, grants a Certificate of Registration to the applicant which is valid for a period of 3 years and may be
renewed from time to time for a further period of 3 years at a time.

The Indian Carriage of Goods by Sea Act, 1925

The Indian Carriage of Goods by Sea Act, 1925, as amended from time to time, came into force in India with effect from
September 21, 1925. The COGSA sets out rules in relation to and in connection with the carriage of goods by sea in ships,
carrying goods from any port in India to any port whether in or outside India. It provides that every bill of lading, issued
in India which contains or is evidence of any contract to which the rules apply, shall contain an express statement that it
is to have effect subject to the provisions of the said rules. The rules also set out the responsibilities, liabilities and the
rights and immunities of the carrier.

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The Carriage by Road Act, 2007

The Carriage by Road Act, 2007, as amended from time to time, came into force in India with effect from September 29,
2007. It has been enacted to provide regulation for common carriers of goods by roads. The act states that no person shall
engage in the business of common carrier, after the commencement of the act, unless a certificate of registration has been
granted to him. The Carriage by Road Act mandates that every consignor shall execute a goods forwarding note (GFN)
which would include a declaration about the value of the consignment and goods of dangerous and hazardous nature.
Every common carrier is liable to the consignor for the loss or damage to any consignment in accordance with GFN.

LAWS RELATING TO SPECIFIC STATE WHERE ESTABLISHMENT IS SITUATED:

Shops and establishments laws in various states

As per the provisions of local Shops and Establishments laws applicable in the State of NCT of Delhi and Haryana,
establishments are required to be registered. Such laws regulate the working and employment conditions of the workers
employed in shops and establishments including commercial establishments and provide for fixation of working hours,
rest intervals, overtime, holidays, leave, termination of service, maintenance of shops and establishments and other rights
and obligations of the employers and employees.

Stamp Act in various states

The purpose of Stamp Act was to streamline and simplify transactions of immovable properties and securities by the State
Government. The Stamp Act provides for the imposition of stamp duty at the specified rates on instruments listed in
Schedule IA of the Stamp Act. Stamp duty is payable on all instruments/ documents evidencing a transfer or creation or
extinguishment of any right, title or interest in immoveable property. However, under the Constitution of India, the states
are also empowered to prescribe or alter the stamp duty payable on such documents executed within the states. Therefore,
the State Government of NCT of Delhi and Haryana is empowered to prescribe or alter the stamp duty as per their need.

The Haryana Fire Service Act, 2009

The Haryana Fire Service Act, 2009 is a law to consolidate the law relating to Fire and Emergency Services and to make
provisions for prevention of fire and providing of fire safety measures in the buildings in the State of Haryana. On
completion of the construction of the building mentioned under sub-section (2) of section 18 of the said act and installation
of the fire protection and preventive measures as per approved Fire Fighting Scheme, the owner of the building shall
apply for fire safety certificate to the Director or any officer authorized by him in this behalf, in such form along with
such fee, as may be prescribed. After inspection of fire safety installation and means of escape as per approved firefighting
scheme, the concerned officer shall submit his report to the Director or any other officer authorised by him within such
time, as may be prescribed. After examination, the Director or any officer authorised by him may grant approval and issue
fire safety certificate or reject the said application after recording the reasons, within such time as may be prescribed. The
fire safety certificate issued for the buildings specified in clause (a) of subsection (2) of section 18 shall be valid for three
years, for residential buildings above sixteen and half meters (16.5 meters) shall be valid for five years and for special
buildings as specified in clause (b) of sub-section (2) of section 18 shall be valid for three years. The owner or occupier
of the building shall give a self-declaration certificate annually to the effect that the firefighting system installed in his
building is working in good condition and there is no addition/alteration in the building. The Fire Officer may randomly
check such building. In case there is any addition/alteration beyond permissible limits under the Haryana Building Code,
2017, the fire safety certificate shall cease to exist and the owner shall apply for approval of revised Fire Fighting Scheme
as per the provisions of section 18.

GENERAL CORPORATE:

Companies Act, 2013

The Companies Act, 2013, has replaced the Companies Act, 1956 in a phased manner. The Act received the assent of
President of India on 29th August 2013. The Companies Act deals with incorporation of companies and the procedure for
incorporation and post incorporation. The conversion of private company into public company and vice versa is also laid
down under the Companies Act, 2013. The procedure related to appointment of Directors. The procedure relating to
winding up, voluntary winding up, appointment of liquidator also forms part of the Act. Further, Schedule V (read with
sections 196 and 197), Part I lays down the conditions to be fulfilled for the appointment of a managing or whole-time
director or manager. It provides the list of Acts under which if a person is prosecuted, he cannot be appointed as the
director or Managing Director or Manager of a Company. The provisions relating to remuneration of the directors payable
by the companies is under Part II of the said schedule.

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The Sale of Goods Act, 1930

The Sale of Goods Act, 1930 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 Registration Act, 1908

The Registration Act 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 also. The 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 Indian Contract Act, 1872

The Indian Contract Act, 1872 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 the breach enforced.
It provides a framework of rules and regulations that govern formation and performance of contract. The contracting
parties themselves decide the rights and duties of parties and terms of agreement.

The Specific Relief Act, 1963

The Specific Relief Act is complimentary to the provisions of the Contract Act and the T.P. 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.

Negotiable Instruments Act, 1881

In India, cheques are governed by the Negotiable Instruments Act, 1881, which is largely a codification of the English
Law on the subject. The Act provides effective legal provision to restrain people from issuing cheques without having
sufficient funds in their account or any stringent provision to punish them in the event of such cheque not being honoured
by their bankers and returned unpaid. Section 138 of the Act creates statutory offence in the matter of dishonour of
cheques on the ground of insufficiency of funds in the account maintained by a person with the banker which is punishable
with imprisonment for a term which may extend to two year, or with fine which may extend to twice the amount of the
cheque, or with both.

ENVIRONMENTAL LEGISLATIONS:

The Environment Protection Act, 1986 and Environment (Protection) Rules, 1986

The Environmental Protection Act, 1986 is an "umbrella" legislation designed to provide a framework for co-ordination
of the activities of various Central and State authorities established under various laws. The potential scope of the Act is
broad, with "environment" defined to include water, air and land and the interrelationships which exists among water, air
and land, and human beings and other living creatures such as plants, micro-organisms and property. Further, the Ministry
of Environment and Forests looks into Environment Impact Assessment. The Ministry receives proposals for expansion,
modernization and setting up of projects and the impact which such projects would have on the environment which is
assessed by the Ministry in detail before granting clearances for such proposed projects.

National Environmental Policy, 2006

This Policy seeks to extend the coverage, and fill in gaps that still exist, in light of present knowledge and accumulated
experience. This policy was prepared through an intensive process of consultation within the Government and inputs from
experts. It does not displace, but builds on the earlier policies. It is a statement of India's commitment to making a positive
contribution to international efforts. This is a response to our national commitment to a clean environment, mandated in
the Constitution in Articles 48 A and 51 A (g), strengthened by judicial interpretation of Article 21. The dominant theme
of this policy is that while conservation of environmental resources is necessary to secure livelihoods and well-being of
all, the most secure basis for conservation is to ensure that people dependent on particular resources obtain better

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livelihoods from the fact of conservation, than from degradation of the resource. Following are the objectives of the
National Environmental Policy:

1. Conservation of Critical Environmental Resources

2. Intra-generational Equity: Livelihood Security for the Poor

3. Inter-generational Equity

4. Integration of Environmental Concerns in Economic and Social Development

5. Efficiency in Environmental Resource Use

6. Environmental Governance

7. Enhancement of resources for Environmental Conservation.

Air (Prevention and Control of Pollution) Act, 1981

Air (Prevention and Control of Pollution) Act 1981 (-the Act) was enacted with an objective to protect the environment
from smoke and other toxic effluents released in the atmosphere by industries. With a view to curb air pollution, the Act
has declared several areas as air pollution control area and also prohibits the use of certain types of fuels and appliances.
Prior written consent is required of the board constituted under the Act, if a person intends to commence an industrial
plant in a pollution control area.

Water (Prevention and Control of Pollution) Act, 1974

The Water (Prevention and Control of Pollution) Act, 1974 (-the Act) was enacted with an objective to protect the rivers
and streams from being polluted by domestic and industrial effluents. The Act prohibits the discharge of toxic and
poisonous matter in the river and streams without treating the pollutants as per the standard laid down by the Pollution
control boards constituted under the Act. A person intending to commence any new industry, operation or process likely
to discharge pollutants must obtain prior consent of the board constituted under the Act.

The Municipal Solid Wastes (Management and Handling) Rules, 2000 as superseded by Solid Waste Management
Rules, 2016

The Waste Management Rules, 2000 applied to every municipal authority responsible for collection, segregation, storage,
transportation, processing and disposal of municipal solid wastes. Any municipal solid waste generated in a city or a
town, was required to be managed and handled in accordance with the compliance criteria and the procedure laid down
in Schedule II of the Waste Management Rules, 2000. The Waste Management Rules, 2000 make the persons or
establishments generating municipal solid wastes responsible for ensuring delivery of wastes in accordance with the
collection and segregation system as notified by the municipal authority. The Waste Management Rules, 2000 have been
superseded by the Waste Management Rules, 2016 which stipulate various duties of waste generators which, inter alia,
include segregation and storage of waste generated by them in the manner prescribed in the Waste Management Rules,
2016; separate storage of construction and demolition waste and payment of user fee for solid waste management as
specified in the bye-laws of the local bodies.

The Hazardous and other Wastes (Management & Transboundary Movement) Rules, 2016

Hazardous Waste Management Rules are notified to ensure safe handling, generation, processing, treatment, package,
storage, transportation, use reprocessing, collection, conversion, and offering for sale, destruction and disposal of
Hazardous Waste. These Rules came into effect in the year 1989 and have been amended later in the years 2000, 2003
and with final notification of the Hazardous Waste (Management, Handling and Transboundary Movement) Rules, 2008
in supersession of former notification. The Rules lay down corresponding duties of various authorities such as MoEF,
CPCB, State/UT Govts., SPCBs/PCCs, DGFT, Port Authority and Custom Authority while State Pollution Control
Boards/ Pollution Control Committees have been designated with wider responsibilities touching across almost every
aspect of Hazardous wastes generation, handing and their disposal.

TAX RELATED LEGISLATIONS:

Income Tax Act, 1961

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The IT Act is applicable to every Company, whether domestic or foreign whose income is taxable under the provisions
of the IT Act or Rules made thereunder depending upon its Residential Status and Type of Income involved. The IT Act
provides for the taxation of persons resident in India on global income and persons not resident in India on income
received, accruing or arising in India or deemed to have been received, accrued or arising in India. Every Company
assessable to income tax under the 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 September 30 of each assessment year.

Central Goods and Services Tax Act, 2017

The GST Act levies indirect tax throughout India to replace many taxes levied by the Central and State Governments.
The GST Act was applicable from July 1, 2017 and combined the Central Excise Duty, Commercial Tax, Value Added
Tax (VAT), Food Tax, Central Sales Tax (CST), Introit, Octroi, Entertainment Tax, Entry Tax, Purchase Tax, Luxury
Tax, Advertisement Tax, Service Tax, Customs Duty, Surcharges. GST is levied on all transactions such as sale, transfer,
purchase, barter, lease, or import of goods and/or services. India has adopted a dual GST model, meaning that taxation is
administered by both the Union and State Governments. Transactions made within a single state is levied with Central
GST (CGST) by the Central Government and State GST (SGST) by the government of that state. For inter-state
transactions and imported goods or services, an Integrated GST (IGST) is levied by the Central Government. GST is a
consumption-based tax; therefore, taxes are paid to the state where the goods or services are consumed and not the state
in which they were produced.

Customs Act, 1962

The provisions of the Customs Act, 1962 and rules made there under are applicable at the time of import of goods i.e.,
bringing into India from a place outside India or at the time of export of goods i.e., taken out of India to a place outside
India. Any Company requiring to import or export any goods is first required to get itself registered and obtain an IEC
(Importer Exporter Code).

EMPLOYMENT AND LABOUR LAWS:

The Code on Wages, 2019 (the “Code”)

The Code received the assent of the President of India on August 8, 2019. The provisions of the Code shall come into
effect from the date notified in the Official Gazette by the Central Government. The Code will replace the four existing
ancient laws namely (i) the Payment of Wages Act, 1936, (ii) the Minimum Wages Act, 1948, (iii) the Payment of Bonus
Act, 1965, and (iv) the Equal Remuneration Act, 1976. The Code will apply to all employees and allows the Central
Government to set a minimum statutory wage.

The four existing laws are as follows:

• The Payment of Wages Act, 1936

Payment of Wages Act, 1936, as amended, Payment of Wages (Amendment) Act, 2017 is aimed at regulating the payment
of wages to certain classes of persons employed in certain specified industries and to ensure a speedy and effective remedy
for them against illegal deductions or unjustified delay caused in paying wages to them. The Act confers on the person(s)
responsible for payment of wages certain obligations with respect to the maintenance of registers and the display in such
factory/establishment, of the abstracts of this Act and Rules made there under.

• The Minimum Wages Act, 1948

The Minimum Wages Act, 1948 came into force with an objective to provide for the fixation of a minimum wage payable
by the employer to the employee. Every employer is mandated to pay the minimum wages to all employees engaged to
do any work skilled, unskilled, and manual or clerical (including out-workers) in any employment listed in the schedule
to this Act, in respect of which minimum rates of wages have been fixed or revised under the Act.

• The Payment of Bonus Act, 1965 (the “PoB Act”)

The PoB Act provides for payment of minimum bonus to factory employees and every other establishment in which 20
or more persons are employed and requires maintenance of certain books and registers and filing of monthly returns
showing computation of allocable surplus, set on and set off of allocable surplus and bonus due.

• The Equal Remuneration Act, 1976

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The Equal Remuneration Act, 1976 aims to provide for the payment of equal remuneration to men and women workers
and for the prevention of discrimination, on the ground of sex, against women in the matter of employment and for matters
connected therewith or incidental thereto. According to the Remuneration Act, no employer shall pay to any worker,
employed by him/her in an establishment, a remuneration (whether payable in cash or in kind) at rates less favourable
than those at which remuneration is paid by him to the workers of the opposite sex in such establishment for performing
the same work or work of a similar nature. In addition, no employer shall for complying with the foregoing provisions of
the Remuneration Act, reduce the rate of remuneration of any worker. No employer shall, while making recruitment for
the same work or work of a similar nature, or in any condition of service subsequent to recruitment such as promotions,
training or transfer, make any discrimination against women except where the employment of women in such work is
prohibited or restricted by or under any law for the time being in force.

Occupational Safety, Health and Working Conditions Code, 2020

The Government of India enacted ‘The Occupational Safety, Health and Working Conditions Code, 2020 which received
the assent of the President of India on September 28, 2020. The provisions of this code will be brought into force on a
date to be notified by the Central Government. It proposes to subsume several separate legislations, including the Factories
Act, 1948, the Contract Labour (Regulation and Abolition) Act, 1970, the Inter-State Migrant Workmen (Regulation of
Employment and Conditions of Service) Act, 1979 and the Building and Other Construction Workers (Regulation of
Employment and Conditions of Service) Act, 1996. The law that concern our business is as follows:

• The Factories Act, 1948

The Factories Act, 1948, as amended, 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.

Industrial Relations Code, 2020

The Government of India enacted ‘The Industrial Relations Code, 2020’ which received the assent of the President of
India on September 28, 2020. The provisions of this code will be brought into force on a date to be notified by the Central
Government. It proposes to subsume three separate legislations, namely, the Industrial Disputes Act, 1947, the Trade
Unions Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946. Currently the laws are as follows

• Industrial Disputes Act, 1947

The Industrial Disputes Act, 1947 provides the procedure for investigation and settlement of industrial disputes. When a
dispute exists or is apprehended, the appropriate Government may refer the dispute to a labour court, tribunal, or arbitrator,
to prevent the occurrence or continuance of the dispute, or a strike or lock-out while a proceeding is pending. The labour
courts and tribunals may grant appropriate relief including ordering modification of contracts of employment or
reinstatement of workers. The ID Act further provides for direct access for the workers to labour courts or tribunals in
case of individual disputes and provided for the constitution of grievance settlement machineries in any establishment
having twenty or more workers.

• Trade Unions Act, 1926

Provisions of the Trade Union Act, 1926 provides that any dispute between employers and workmen or between workmen
and workmen, or between employers and employers which is connected with the employment, or non-employment, or
the terms of employment or the conditions of labour, of any person shall be treated as trade dispute. For every trade
dispute a trade union has to be formed. For the purpose of Trade Union Act, 1926, Trade Union means combination,
whether temporary or permanent, formed primarily for the purpose of regulating the relations between workmen and
employers or between workmen and workmen, or between employers and employers, or for imposing restrictive condition
on the conduct of any trade or business etc.

• Industrial Employment (Standing Orders) Act, 1946 (the “Standing Orders”)

The Standing Orders were passed by the Central Government to bring uniformity in the terms of employment in industrial
establishments so as to minimalize industrial conflicts. The Standing Orders play a key role in defining the terms and
conditions of employment within an industrial employment. The highlights of the Standing Orders such as classification

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of workmen, manner of intimation to workers about work and wage related details. Attendance and conditions for leaves,
conditions of termination of employment and means of redressal for workmen in different matters.

Code on Social Security, 2020

The Government of India enacted ‘The Code on Social Security, 2020 which received the assent of the President of India
on September 28, 2020. The provisions of this code will be brought into force on a date to be notified by the Central
Government. It proposes to subsume several separate legislations including the Employee’s Compensation Act,1923, the
Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the
Maternity Benefit Act, 1961 and the Payment of Gratuity Act, 1972. The laws that the code shall subsume, are currently
as follows –

• Employee’s Compensation Act, 1923

The Employees’ Compensation Act, 1923 provides for payment of compensation to injured employees or workmen by
certain classes of employers for personal injuries caused due to an accident arising out of and during the course of
employment. Under the Employees’ Act, the amount of compensation to be paid depends on the nature and severity of
the injury. The Employees’ Act also lays down the duties/obligations of an employer and penalties in cases of non-
fulfilment of such obligations thereof. There are separate methods of calculation or estimation of compensation for injury
sustained by the employee. The employer is required to submit to the Commissioner for Employees’ Compensation a
report regarding any fatal or serious bodily injury suffered by an employee within seven days of death/serious bodily
injury.

• Employee’s State Insurance Act, 1948

It is an Act to provide for certain benefits to employees in case of sickness, maternity and ‘employment injury’ and to
make provision for certain other matters in relation thereto. It shall apply to all factories (including factories belonging to
the Government) other than seasonal factories. The ESI Act requires all the employees of the establishments to which this
Act applies to be insured in the manner provided there under. Employer and employees both are required to make
contribution to the fund. The return of the contribution made is required to be filed with the Employee State Insurance
department.

• Employee’s Provident Fund and Miscellaneous Provisions Act, 1952

The EPF Act is applicable to an establishment employing more than 20 employees and as notified by the government
from time to time. All the establishments under the EPF Act are required to be registered with the appropriate Provident
Fund Commissioner. Also, in accordance with the provisions of the EPF Act, the employers are required to contribute to
the employees’ provident fund the prescribed percentage of the basic wages, dearness allowances and remaining
allowance (if any) payable to the employees. The employee shall also be required to make the equal contribution to the
fund. The Central Government under Section 5 of the EPF Act (as mentioned above) frames Employees Provident
Scheme, 1952.

• Maternity Benefit Act, 1961

The Act provides for leave and right to payment of maternity benefits to women employees in case of confinement or
miscarriage etc. The Act is applicable to every establishment which is a factory, mine or plantation including any such
establishment belonging to government and to every establishment of equestrian, acrobatic and other performances, to
every shop or establishment within the meaning of any law for the time being in force in relation to shops and
establishments in a state, in which ten or more persons are employed, or were employed, on any day of the preceding
twelve months; provided that the state government may, with the approval of the Central Government, after giving at
least two months’ notice shall apply any of the provisions of this Act to establishments or class of establishments,
industrial, commercial, agricultural or otherwise.

• Payment of Gratuity Act, 1972

The Act shall apply to every factory, mine plantation, port and railway company; to every shop or establishment within
the meaning of any law for the time being in force in relation to shops and establishments in a State, in which ten or more
persons are employed, or were employed, on any day of the preceding twelve months; such other establishments or class
of establishments, in which ten or more employees are employed, on any day of the preceding twelve months, as the
Central Government, may by notification, specify in this behalf. A shop or establishment to which this Act has become
applicable shall be continued to be governed by this Act irrespective of the number of persons falling below ten at any
day. The gratuity shall be payable to an employee on termination of his employment after he has rendered continuous

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service of not less than five years on superannuation or his retirement or resignation or death or disablement due to
accident or disease. The five-year period shall be relaxed in case of termination of service due to death or disablement.

The Public Liability Insurance Act, 1991 and the Public Liability Insurance Rules, 1991

The PLI Act imposes liability on the owner or controller of hazardous substances for any damage arising out of an accident
involving such hazardous substances. A list of hazardous substances covered by the legislation has been enumerated by
the government by way of a notification. Under the law, the owner or handler is also required to take out an insurance
policy insuring against liability. The rules made under the PLI Act mandate the employer to contribute towards the
Environmental Relief Fund a sum equal to the premium paid on the insurance policies.

Employees’ Deposit Linked Insurance Scheme, 1976

The scheme shall be administered by the Central Board constituted under section 6C of the EPF Act. The provisions
relating to recovery of damages for default in payment of contribution with the percentage of damages are laid down
under Section 8A of the Act. The employer falling under the scheme shall send to the Commissioner within fifteen days
of the close of each month a return in the prescribed form. The register and other records shall be produced by every
employer to Commissioner or other officer so authorized shall be produced for inspection from time to time. The amount
received as the employer’s contribution and also Central Government’s contribution to the insurance fund shall be credited
to an account called as “Deposit-Linked Insurance Fund Account.”

The Employees’ Pension Scheme, 1995

Family pension in relation to this Act means the regular monthly amount payable to a person belonging to the family of
the member of the Family Pension Fund in the event of his death during the period of reckonable service. The scheme
shall apply to all the employees who become a member of the EPF or PF of the factories provided that the age of the
employee should not be more than 59 years in order to be eligible for membership under this Act. Every employee who
is member of EPF or PF has an option of the joining the scheme. The employer shall prepare a Family Pension Fund
contribution card in respect of the all the employees who are members of the fund.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the “Act”)

In order to curb the rise in sexual harassment of women at workplace, this Act was enacted for prevention and redressal
of complaints and for matters connected therewith or incidental thereto. The terms sexual harassment and workplace are
both defined in the Act. Every employer should also constitute an “Internal Complaints Committee” and every officer
and member of the company shall hold office for a period of not exceeding three years from the date of nomination. Any
aggrieved woman can make a complaint in writing to the Internal Committee in relation to sexual harassment of female
at workplace. Every employer has a duty to provide a safe working environment at workplace which shall include safety
from the persons coming into contact at the workplace, organising awareness programs and workshops, display of rules
relating to the sexual harassment at any conspicuous part of the workplace, provide necessary facilities to the internal or
local committee for dealing with the complaint, such other procedural requirements to assess the complaints.

Child Labour (Prohibition and Regulation) Act, 1986 (the “CLPR Act”)

The “CLPR Act seeks to prohibit the engagement of children in certain employments and to regulate the conditions of
work of children in certain other employments. Part B of the Schedule to the CLPR Act strictly prohibits employment of
children in cloth printing, dyeing and weaving processes and cotton ginning and processing and production of hosiery
goods.

FOREIGN INVESTMENT LAWS:

Foreign Trade (Development and Regulation) Act, 1992

The FTA is the main legislation concerning foreign trade in India. The FTA, read along with the Foreign Trade
(Regulation) Rules, 1993, provides for the development and regulation of foreign trade by facilitating imports into, and
augmenting exports from, India and for matters connected therewith or incidental thereto. It authorizes the government
to formulate as well as announce the export and import policy and to keep amending the same on a timely basis. The
government has also been given a wide power to prohibit, restrict and regulate the exports and imports in general as well
as specified cases of foreign trade. The FTA read with the Foreign Trade Policy, 2023, prohibits anybody from
undertaking any import or export except under an importer-exporter code (“IEC”) number granted by the Director General
of Foreign Trade. Hence, every entity in India engaged in any activity involving import/export is required to obtain an
IEC unless specifically exempted from doing so. The IEC shall be valid until it is cancelled by the issuing authority. An

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IEC number allotted to an applicant is valid for all its branches, divisions, units and factories. Failure to obtain the IEC
number shall attract penalty under the FTA.

Foreign Exchange Management Act, 1999 & Rules thereunder

Foreign investment in India is governed primarily by the provisions of the FEMA, and the rules, regulations and
notifications thereunder, as issued by the RBI from time to time and the FEMA Rules and the Consolidated FDI Policy.
In terms of the Consolidated FDI Policy, foreign investment is permitted (except in the prohibited sectors) in Indian
companies either through the automatic route or the Government route, depending upon the sector in which the foreign
investment is sought to be made. In terms of the Consolidated FDI Policy, the work of granting government approval for
foreign investment under the Consolidated FDI Policy and FEMA has now been entrusted to the concerned administrative
ministries/departments.

The FEMA Rules were enacted on October 17, 2019 in supersession of the Foreign Exchange Management (Transfer or
Issue of Security by a Person Resident Outside India) Regulations, 2017, except for things done or omitted to be done
before such supersession. The total holding by any individual NRI, on a repatriation basis, shall not exceed five percent
of the total paid-up equity capital on a fully diluted basis or shall not exceed five percent of the paid-up value of each
series of debentures or preference shares or share warrants issued by an Indian company and the total holdings of all NRIs
and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not exceed
10% of the paid-up value of each series of debentures or preference shares or share warrant. Provided that the aggregate
ceiling of 10 percent may be raised to 24 percent if a special resolution to that effect is passed by the general body of the
Indian company.

The total holding by each FPI or an investor group, shall be less than 10 percent of the total paid-up equity capital on a
fully diluted basis or less than 10 percent of the paid-up value of each series of debentures or preference shares or share
warrants issued by an Indian company and the total holdings of all FPIs put together, including any other direct and
indirect foreign investments in the Indian company permitted under these rules, shall not exceed 24 per cent of paid-up
equity capital on a fully diluted basis or paid-up value of each series of debentures or preference shares or share warrants.
The said limit of 10 percent and 24 percent shall be called the individual and aggregate limit, respectively.

The Conservation of Foreign Exchange and Prevention of Smuggling Activities Act, 1974

COFEPOSA came into force for the reason to provide preventive detention and to protect and augment the guidelines of
foreign exchange. The Act also aims to control smuggling activities and other issues in relation to these activities.
COFEPOSA confers power on the Central and the State Governments tissue orders for detaining a person if it is satisfied
that the person has acted detrimental to the protection and intensification of foreign exchange. The Government shall also
issue order of detention on the ground that the person has engaged in the activity of smuggling goods, assists any person
in smuggling goods, transports or conceals such goods, harbouring any person employed in the smuggling activities or
does any other activity related with smuggling. Such an order shall be issued by the Joint Secretary to the Central
Government or Secretary to the State Government or any senior officer authorized by the Government.

ANTI-TRUST LAWS

Competition Act, 2002

The Act is to prevent practices having adverse effect on competition, to promote and sustain competition in markets, to
protect interest of consumer and to ensure freedom of trade in India. The Act deals with prohibition of anti-competitive
agreements. No enterprise or group shall abuse its dominant position in various circumstances as mentioned under the
Act.

GENERAL LAWS

Apart from the above list of laws – which is inclusive in nature and not exhaustive - general laws like the Negotiable
Instrument Act 1881, Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959, Consumer Protection
Act 2019, Transfer of Property Act, 1882, Information Technology Act, 2000 etc.

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 OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS

BRIEF HISTORY AND CORPORATE PROFILE

Our Company was originally incorporated on September 26, 2012 as a Private Limited Company under the name and
style of “Kalyani Cast-Tech Private Limited” under the provisions of Companies Act, 1956 with the Registrar of
Companies, National Capital Territory of Delhi & Haryana vide CIN U26990DL2012PTC242760. Pursuant to
shareholders’ resolution passed at Extra Ordinary General Meeting held on April 29, 2022, our Company was converted
into a Public Limited Company and the name of the Company was changed to Kalyani Cast-Tech Limited vide a fresh
Certificate of Incorporation vide CIN U26990DL2012PLC242760 dated June 03, 2022 issued by Registrar of Companies,
Delhi.

As on date of this Prospectus, our Company has Ten (10) shareholders.

Our Company is promoted by Mr. Naresh Kumar, Mr. Javed Aslam, Mr. Nathmal Bangani, Ms. Kamala Kumari Jain and
Ms. Muskan Bangani.

For information on our Company’s business profile, activities, services, managerial competence, and customers, see
chapters titled, “Our Business”, “Financial Statements as Restated”, and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” beginning on page 90, 157 and 158 respectively of this Prospectus.

ADDRESS OF REGISTERED OFFICE

Our company’s registered office situated at B-144 Second Floor DDA Shed Phase-1 Okhla Industrial Area Phase-I, New
Delhi, South Delhi, Delhi – 110020, India

CHANGES IN OUR REGISTERED OFFICE

At present our Registered Office is located at B-144 Second Floor DDA Shed Phase-1 Okhla Industrial Area Phase-i New
Delhi, South Delhi, Delhi – 110020, India. Prior to this, following changes were made in the location of our Registered
Office:

From To With effect Reason for

from change
PT - 62/9, Ground Floor Kalkaji B-144 Second Floor DDA Shed Phase-1 July 01, 2023 To increase
Extension, New Delhi – 110019, Okhla Industrial Area Phase- I, New Operational
Maharashtra, India Delhi, South Delhi, Delhi – 110020, India Efficiency

MAJOR EVENTS AND MILESTONES

The table below sets forth some of the key events in the history of our Company:

Year Particulars
2012 Incorporation of the Company
2014 Approval of RDSO as class A foundry
2021 Received Competent Manufacturer Certificate from Indian Register of Shipping
2021 Approval for the manufacture of container corner fittings in accordance with LR Rules for Materials
2022 Certificate received from Indian Register of Shipping to annually manufacture atleast 1000 Containers
2022 Company converted into Public Limited Company
2023 Shifting of Registered Office from PT - 62/9, Ground Floor Kalkaji Extension, New Delhi – 110019,
Maharashtra, India to B-144 Second Floor DDA Shed Phase-1 Okhla Industrial Area Phase- I, New Delhi,
South Delhi, Delhi – 110020, India

MAIN OBJECTS OF OUR COMPANY

The object clause of the Memorandum of Association of our Company enables us to undertake the activities for which
the funds are being raised in the present Issue.

Furthermore, the activities of our Company which we have been carrying out until now are in accordance with the objects
of the Memorandum. The main objects of our Company are:

1. To carry on the business of manufacture, setting up, casting and running of foundry, forging units

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2. To carry on the business of manufacture and supply of various types of products such as, Pneumatic Pipeline and
Components for Railways wagons and Coaches and other rolling stocks and components for auto- mobiles.

3. To innovate and incorporate the various technological advances related to railway technology.

4. To carry on the business as fabricator, Dealers, Suppliers, Stockiest and Distributors and also to act as representatives,
advisers and consultants for the various types of products such as, Pneumatic Pipeline and Components for Railways
wagons and Coaches and other rolling stock.

5. To carry on the business of fabrication activities, to build truck bodies, ISO containers, all other types of containers
and to provide custom truck services, composite flooring, body fabrication to serve the needs of contractors,
companies, and individuals.

6. To process scrap, ferrous and non-ferrous metals, including segregation, reclamation, and further processing into semi,
fully finished components, to act as collaborator in tools particularly pneumatic tools, jigs, dies, moulds, equipments,
instruments, implements, apparatus and appliances, their parts, fittings, accessories made of ferrous and non-ferrous
metals.

7. To process the biomass waste, municipal waste etc and convert into pellets and briquettes or other form of energy. To
do the collection, storage, trading of biomass, municipal waste pellets, briquettes and other form of energy.

AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION OF OUR COMPANY

The following changes have been made in the Memorandum of Association of our Company in last ten (10) years:

Date of Meeting Meeting Nature of Amendment

June 20, 2013 EGM Increase in Authorised Capital:

Increase in Authorised Share Capital from ₹ 1.00 Lakh to ₹ 200.00 Lakh.

July 24, 2013 EGM Increase in Authorised Capital:

Increase in Authorised Share Capital from ₹ 200.00 Lakh to ₹ 300.00 Lakh.

January 25, 2019 EGM Increase in Authorised Capital:

Increase in Authorised Share Capital from ₹ 300.00 Lakh to ₹ 500.00 Lakh.

January 25, 2019 EGM Change in Object:

Clause III (B) of the Memorandum of Association of the company has been amended
and accordingly deleting the Clause III (C) at the Extra Ordinary General Meeting
held on 25th January, 2019 by inserting Point No. 5, 6 & 7 in the Main Objects of
the Company

October 30, 2020 EGM Increase in Authorised Capital:

Increase in Authorised Share Capital from ₹ 500.00 Lakh to ₹ 515.00 Lakh

April 29, 2022 EGM Change in name of the Company:

Change in the name of our Company from Kalyani Cast-Tech Private Limited to
Kalyani Cast-Tech Limited pursuant to the conversion from Private Limited to
Public Limited Company.

October 22, 2022 EGM Increase in Authorised Capital:

Increase in Authorised Share Capital from ₹ 515.00 Lakh to ₹ 715.00 Lakh

October 28, 2023 EGM Increase in Authorised Capital:

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 Increase in Authorised Share Capital from ₹ 715.00 Lakh to ₹ 800.00 Lakh

ADOPTION OF NEW SET OF ARTICLES OF ASSOCIATION OF THE COMPANY:

Our Company has adopted a new set of Articles of Association in accordance with the applicable provisions of the
Companies Act 2013, at the Extra Ordinary General Meeting of the Company held on April 29, 2022.

DETAILS REGARDING ACQUISITION OF BUSINESS / UNDERTAKINGS, MERGERS,

AMALGAMATIONS OR REVALUATION OF ASSETS

Our Company has not made any material acquisitions or divestments of any business or undertaking, and has not
undertaken any mergers, amalgamation or revaluation of assets in the last ten years.

DETAILS REGARDING HOLDING / SUBSIDIARY, ASSOCIATE COMPANIES AND JOINT VENTURE

As on date of filing of this Prospectus, our Company does not have any Holding or Associate Company or Joint Venture
or a Subsidiary company.

CAPACITY / FACILITY CREATION, LOCATION OF PLANTS

For information on our Company’s business profile, Capacity and location of Plant, see chapters titled, “Our Business”.

GUARANTEES PROVIDED BY OUR PROMOTER

As on the date of this Prospectus, no guarantee has been issued by Promoters except as disclosed in the “Statement of
Financial Indebtedness” on page 173 of this Prospectus.

CHANGES IN THE ACTIVITIES OF OUR COMPANY SINCE INCORPORATION

Earlier our Company was dealing in casting and manufacturing of railway parts. Now our Company also manufactures
cargo container.

DEFAULTS OR RESCHEDULING OF BORROWINGS FROM FINANCIAL INSTITUTIONS / BANKS

Our Company has defaulted in making payment of interest and repayment of against cash credit facility of ₹100.00 lakhs
and term loan of ₹375.00 lakhs during the financial year ended 31st March 2019 to Allahabad Bank. However, as of the
date of filing of this Prospectus, our Company has paid the entire aforesaid outstanding loan amount and interest due and
payable, if any, thereon to Allahabad Bank. This default was due to a miscommunication between the Allahabad Bank
and the Company regarding number of pending instalments towards the lending facilities. All dues were promptly cleared
by the Company on cognizance of this default, thereafter the Allahabad Bank issued a no dues certificate to the Company.

LOCK OUTS AND STRIKES

There have been no lock outs or strikes at any of the units of our Company.

TIME AND COST OVER RUNS

Our Company has not implemented any projects and has therefore, not experienced any time or cost overrun in setting up
of projects.

SHAREHOLDERS’ AGREEMENTS

As on the date of this Prospectus, our Company has not entered into any Shareholders’ Agreements.

AGREEMENTS WITH KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT A DIRECTOR OR

PROMOTERS OR ANY OTHER EMPLOYEE OF THE COMPANY

Except as mentioned in Chapter titled ‘Our Management’ beginning on page 127 of this Prospectus, there are no
agreements entered into by key managerial personnel or senior management or a Director or Promoters or any other
employee of the Company, either by themselves or on behalf of any other person, with any shareholder or any other third
party with regard to compensation or profit sharing in connection with dealings in the securities of the Company.

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MATERIAL AGREEMENTS

As on the date of this Prospectus, our Company has not entered into any material agreements other than in the ordinary
course of business carried on by our Company. For details on business agreements of our Company, please refer to the
section titled ‘Our Business’ beginning on page 101 of this Prospectus.

Other Agreements:

i. Non-Compete Agreement: Our Company has not entered into any Non-compete Agreement as on the date of
filing of this Prospectus.

ii. Joint Venture Agreement: Our Company has not entered into any Joint Venture Agreement as on the date of
filing of this Prospectus.

STRATEGIC PARTNERS

As of the date of this Prospectus, our Company does not have any Strategic Partners.

FINANCIAL PARTNERS

As on the date of this Prospectus, apart from the various arrangements with bankers and financial institutions which our
Company undertakes in the ordinary course of business, our Company does not have any other financial partners.

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 OUR MANAGEMENT

Under Articles of Association of our Company, the number of directors shall not be less than 3 (three) and not be more
than 15 (Fifteen), subject to the applicable provisions of the Companies Act, 2013.

As of the date of this Prospectus, our Company has 5 (Five) Directors on the Board, 2 (Two) as Executive Director, 1
(One) as Non-Executive Directors and 2 (Two) as Independent Directors.

Set forth below are details regarding the Board of Directors as on the date of this Prospectus:

Name, Father’s / Husband’s Name, Age, Date of Appointment / Other Directorships / Designated
Designation, Address, Occupation, Reappointment Partners
Nationality, DIN and Term
Mr. Naresh Kumar Appointed as Director w.e.f. Companies
September 26, 2012
DOB: October 30, 1965 • Techlog Engineering Works
Change in Designation as Private Limited
Age: 58 Years Chairman and Managing Director
of the Company for a for a period • Jnk Works Private Limited
Qualification: Master of Technology in of 3 years w.e.f. October 17, 2022 (Previously known as PBK
Mechanical Engineering Consultants Private Limited)

Designation: Chairman and Managing • Techlog Support Services

Director Private Limited

Address: PT 62/9 Ground Floor, Kalkaji Limited Liability Partnerships

Extension, Aali Ali, South Delhi-110019,
India. Nil

Occupation: Business

Nationality: Indian

DIN: 03302133

Term: Appointed as Chairman and

Managing Director of the Company for a
period of 3 years w.e.f. October 17, 2022

Ms. Jayashree Kumar Appointed as Additional Companies

Executive Director w.e.f.
DOB: September 26, 1967 November 09, 2012. Nil

Age: 56 Years Regularised to Executive Director Limited Liability Partnerships

w.e.f. September 30, 2013
Qualification: Master of Arts Nil
Cessation from Directorship
Designation: Whole-Time Director w.e.f. February 06, 2018

Address: PT 62/9 Ground Floor, Kalkaji Appointed as Additional Director

Extension, Aali Ali, South Delhi-110019. w.e.f. April 05, 2022

Occupation: Business Regularised as Whole Time

Director of the Company for a
Nationality: Indian period of 5 years w.e.f. April 05,
2022 upto April 04, 2027.
DIN: 02933321

Term: Appointed as Whole- Time

Director of the Company for a period of 5
years w.e.f. April 05, 2022 upto April 04,
2027

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Name, Father’s / Husband’s Name, Age, Date of Appointment / Other Directorships / Designated
Designation, Address, Occupation, Reappointment Partners
Nationality, DIN and Term
Mr. Devender Kumar Appointed as Additional Non- Companies
Executive Director w.e.f.
DOB: January 01, 1975 February 06, 2018. • Jnk Works Private Limited
(Previously known as PBK
Age: 48 Years Cessation from Directorship Consultants Private Limited)
w.e.f. October 10, 2022.
Qualification: Master of Law Limited Liability Partnerships
Appointed as Additional Non-
Designation: Non-Executive Director Executive Director of the Nil
Company w.e.f. October 17, 2022.
Address: House No. 37, Sector-3 Part-2,
Rewari, Haryana -123401. Regularised as Non-Executive
Director w.e.f. October 17, 2022.
Occupation: Professional

Nationality: Indian

DIN: 08065475

Term: Liable to retire by rotation

Mr. Kumar Sharat Chandra Appointed as Additional Companies

Independent Director of the
DOB: January 05, 1960 Company w.e.f. September 09, NIL
2022.
Age: 63 Years Limited Liability Partnerships
Regularised as Independent
Qualification: Master of Technology in Director w.e.f. September 30, NIL
Mechanical Engineering 2022 for a term of five
consecutive years.
Designation: Independent Director

Address: Yavitri road, No. 13-B, Rajendra

Nagar, Sadar, Patna, Bihar- 800016.

Occupation: Service

Nationality: Indian

DIN: 09713628

Term: Appointed as Independent Director

of the Company w.e.f. September 30, 2022
for a term of five consecutive years.

Mr. Sanjeev Negi Appointed as Additional Companies

Independent Director of the
DOB: July 01, 1972 Company w.e.f. September 09, Nil
2022.
Age: 51 years
Regularised as Independent Limited Liability Partnerships
Qualification: Bachelor of Science Director w.e.f. September 30,
2022 for a term of five Nil
Designation: Independent Director consecutive years.

Address: D-215, Sarojini Nagar, NDMC,

South West Delhi- 110023.

Occupation: Service

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 Name, Father’s / Husband’s Name, Age, Date of Appointment / Other Directorships / Designated
Designation, Address, Occupation, Reappointment Partners
Nationality, DIN and Term
Nationality: Indian

DIN: 09713620

Term: Appointed as Independent Director

of the Company w.e.f. September 30, 2022
for a term of five consecutive years.

BRIEF PROFILE OF OUR DIRECTORS

Mr. Naresh Kumar, aged 58 years, is the Promoter of our Company. He is the Director of the Company since
Incorporation of the Company. He was further appointed as Chairman and Managing Director of the Company for a
period of 3 years w.e.f. October 17, 2022. He has completed his degree in Master of Technology in Mechanical
Engineering from Indian Institute of Technology, Madras in the year 1989. He has more than a decade of vast experience
in manufacturing, setting up, casting and running of foundry, forging units and manufacturing of cargo containers. He is
a visionary entrepreneur and has played a pivotal role in setting up business of our Company. He primarily looks after the
overall business operations of the Company.

Ms. Jayashree Kumar, aged 56 years, is the Whole Time Director of the Company. She was appointed as Additional
Executive Director w.e.f. November 09, 2012. She was further appointed as Whole Time Director of the Company for a
period of 5 years w.e.f. April 05, 2022. She has completed her Master of Arts from University of Delhi in 1989. She is a
self-motivated, very result-oriented, skilled in orchestrating tasks and details to achieve overall social service project
goals.

Mr. Devender Kumar, aged 48 is the Non-Executive Director of our Company. He was Appointed as Non-Executive
Director of the Company w.e.f. October 17, 2022. He has completed his Master of Law from M.J.P. Rohilkhand
University, Bareilly. He brings years of business and legal experience to the Board.

Mr. Kumar Sharat Chandra, aged 63 is appointed as an Independent Director of our company with effect September
30, 2022 for a term of five consecutive years. He has completed his Master of Technology in Mechanical Engineering
from Indian Institute of Technology Kanpur in the year 1985. He is guiding the Company with his Independent view and
impartial opinion.

Mr. Sanjeev Negi, aged 51 is appointed as an Independent Director of our company with effect from September 30, 2022
for a term of five consecutive years. He has graduated in Bachelor of Science from Meerut University in the year 1992.
He has guided the Companies with his widespread knowledge and rich experience. He sets company’s strategic direction
while overseeing all operations and management matters.

CONFIRMATIONS

a) 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.

Sr. No. Name of Director Name of Director Relationship

1. Mr. Naresh Kumar Ms. Jayashree Kumar Spouse
2. Mr. Naresh Kumar Mr. Devender Kumar Brother

b) There are no arrangements or understanding with major shareholders, customers, suppliers or others, pursuant to
which any of the Directors or Key Managerial Personnel selected as a Director or Member of Senior Management.

c) There are no service contracts entered into by the Directors with our Company providing for benefits upon
termination of employment.

d) As on the date of this Prospectus, none of our directors are on the RBI List of wilful defaulters or Fraudulent
Borrowers.

e) As on the date of this Prospectus, none of our Directors are Fugitive Economic Offender under Section 12 of the
Fugitive Economic Offenders Act, 2018.

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f) As on the date of this Prospectus, none of our director is or was a director of any listed Company during the last 5
(five) years preceding the date of this Prospectus, whose shares have been or were suspended from being traded on
the Stock Exchange(s), during the term of their directorship in such Company.

g) As on the date of this Prospectus, none of our director 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.

h) As on the date of this Prospectus, none of the Promoter, Persons forming part of our Promoter Group, Directors or
persons in control of our Company, has been or is involved as a promoter, director or person in control 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.

i) No proceedings / investigations have been initiated by SEBI against any Company, the Board of Directors of which
also comprises any of the Directors of our Company.

REMUNERATION / COMPENSATION TO OUR DIRECTORS

The compensation payable to our Directors will be governed as per the terms of their appointment and shall be subject to
the provisions of Section 2(54), Section 2(94), Section 188, Section 196, Section 197, Section 198 and Section 203 and
any other applicable provisions, if any of the Companies Act, 2013 read with Schedule V to the Companies Act, 2013
and the rules made there under (including any statutory modification(s) or re-enactment thereof or any of the provisions
of the Companies Act, 1956, for the time being in force). Set forth below is the remuneration payable by our Company to
our Directors for a financial year:
(₹ in Lakh)
Sr. No. Name of Director Remuneration shall not exceed
1. Mr. Naresh Kumar 48.00
2. Ms. Jayashree Kumar 15.00
3. Mr. Devender Kumar 6.00
Total 69.00

Remuneration paid for F.Y. 2022-23, the directors have been paid gross remuneration as follows:
(₹ in Lakh)
Sr. No. Name of Director Remuneration paid
1. Mr. Naresh Kumar 12.00
2. Ms. Jayashree Kumar 12.00
3. Mr. Devender Kumar 5.70
Total 29.70

TERMS AND CONDITIONS OF EMPLOYMENT OF OUR DIRECTORS

Mr. Naresh Kumar

Mr. Naresh Kumar, is the Promoter of our Company. He is the Director of the Company since its Incorporation. He was
later appointed as Chairman and Managing Director of the company for a period of 3 years w.e.f. October 17, 2022. The
significant terms of his employment are as below:

Remuneration ₹ 48.00 Lakh per annum

Bonus and Profit-sharing Ratio Not Applicable
Term Appointed as Chairman and Managing Director for a period of 3 (three) years
commencing from October 17, 2022.
Remuneration in the event of loss In the event of inadequacy or absence of profits in any financial years during
or inadequacy of profits his tenure, the Director will be paid remuneration as mentioned in Schedule V
as may be approved by the Shareholders of the Company.

Ms. Jayashree Kumar

Ms. Jayashree Kumar, is the Whole-Time Director of the Company. She was Appointed as Additional Executive Director
w.e.f. November 09, 2012. She was later appointed as Whole Time Director w.e.f. April 05, 2022. The significant terms
of her employment are as below:

Remuneration ₹ 15.00 Lakh per annum

Bonus and Profit-sharing Ratio Not Applicable

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 Term Appointed as Whole Time Director for a period of 5 years w.e.f. April 05, 2022
upto April 04, 2027
Remuneration in the event of loss In the event of inadequacy or absence of profits in any financial years during
or inadequacy of profits his tenure, the Director will be paid remuneration as mentioned in Schedule V
as may be approved by the Shareholders of the Company.

SITTING FEES

Our Independent Directors are entitled to be paid sitting fees of such sum as may be decided by the Board of Directors
which shall not exceed ₹ 1,00,000/- (Rupees One Lakh Only) per meeting of the Board or Committee thereof, attended
by such Director.

BORROWING POWERS OF OUR BOARD

Our Articles of Association, subject to applicable law, authorize our Board to raise or borrow money or secure the payment
of any sum of money for the purposes of our Company. Pursuant to a resolution passed by our shareholders at their Extra
Ordinary General Meeting held on October 22, 2022, our shareholders have authorized our Board to borrow any sum of
money from time to time notwithstanding that the sum or sums so borrowed together with the monies, if any, already
borrowed by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary course of
business) exceed the paid up capital and free reserves of the Company provided such amount does not exceed ₹ 10,000.00
Lakhs over and above the aggregate of the paid up share capital and free reserves which may have not been set apart for
any purpose.

SHAREHOLDING OF DIRECTORS IN OUR COMPANY

Our Articles of Association do not require our Directors to hold qualification shares.

As on date of this Prospectus, our Directors hold the following number of Equity Shares of our Company:

Sr. Name of Directors No. of Equity Shares Held % of pre-Issue capital

No. (Pre-Issue)
1 Mr. Naresh Kumar 20,71,000 41.30
2 Ms. Jayashree Kumar 3,75,500 7.49
3 Mr. Devender Kumar NIL NIL
4 Mr. Kumar Sharat Chandra NIL NIL
5 Mr. Sanjeev Negi NIL NIL

INTEREST OF OUR DIRECTORS

Our Managing Director, Whole-Time Director & Non-Executive Director may be interested to the extent of remuneration
paid to them, respectively for services rendered as a Directors of our Company and reimbursement of expenses payable
to them. For details, please refer “Terms and conditions of employment of our Managing Director and Executive Director”
above. Further, all our Non-Executive and Independent Directors may be interested to the extent of fees payable to them
and / or the commission payable to them for attending meetings of the Board of Directors or a committee thereof. The
Independent Directors are paid sitting fees for attending the meetings of the Board and Committees of the Board and may
be regarded as interested to the extent of such sitting fees and reimbursement of other expenses payable to them as per
their terms of appointment.

Two of our Directors Mr. Naresh Kumar and Ms. Jayashree Kumar may be deemed to be interested in the Company to
the extent of the Equity Shares held by them and also to the extent of any dividend payable to them and other distributions
in respect of the Equity Shares held by them if any.

Interest in promotion of our Company

Except Mr. Naresh Kumar, none of our Directors have any interest in the promotion or formation of our Company as of
the date of this Prospectus.

Interest in the property of our Company

Except as stated in the chapter titled “Related Party Transaction” beginning on page 155 of Prospectus, our Directors
have not entered into any contract, agreement or arrangements within a period of 2 (two) years preceding the date of this
Prospectus in which the Directors are interested directly or indirectly and no payments have been made to them in respect

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of these contracts, agreements or arrangements or are proposed to be made to them. Further our directors do not have any
interest in any immovable property to be acquired by the Company except otherwise disclosed in the heading titled “Our
Properties” under the chapter titled “Our Business” beginning on page 101 of this Prospectus.

Interest as Creditor of our Company

As on the date of this Prospectus, except as stated in the chapter titled “Statement of Financial Indebtedness” and
heading titled “Related Party Transactions” under chapter titled “Financial Statements as Restated”, our Company has
not availed loans from Directors of our Company.

Interest in the business of Our Company

Further, save and except as stated otherwise in “Statement of Related Parties’ Transactions” in the chapter titled
“Financial Statements as Restated” of this 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.

Interest in transactions involving acquisition of land

Our directors are not currently interested in any transaction with our Company involving acquisition of land. Except as
stated / referred to under the heading titled “Our Properties” under chapter titled “Our Business” beginning on page 101
of this Prospectus, our directors have not entered into any contract, agreement or arrangements in relation to acquisition
of property, since incorporation in which the Directors are interested directly or indirectly and no payments have been
made to them in respect of these contracts, agreements or arrangements or are proposed to be made to them.

Interest as Member of a Company or Firm

Except as stated in this chapter the section titled “Related Party Transactions” and the chapter “Our Business” beginning
on page 155 and 101 of this Prospectus respectively, our Directors do not have any other interest in our business.

Other Interests

Except as stated above, none of the beneficiaries of loans, advances and sundry debtors are related to the Directors of our
Company.

No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our directors or to the firms
or companies in which they are interested as a member by any person either to induce him to become, or to help him
qualify as a Director, or otherwise for services rendered by him or by the firm or Company in which he is interested, in
connection with the promotion or formation of our Company.

Further, our directors may be directors on the board, or are members, or are partners, or are trustees of certain Group
Entities and may be deemed to be interested to the extent of the payments made by our Company, if any, to such Group
Entities. For the payments that are made by our Company to certain Group Entities, please refer chapters titled “Financial
Statements as Restated” and “Related Party Transactions” beginning on page 157 and 155 of this Prospectus.

PAYMENT OF BENEFITS

Except to the extent of remuneration payable to the Managing Director & Executive Director for services rendered to our
Company and to the extent of other reimbursement of expenses payable to them as per their terms of appointment, our
Company has not paid in the last 2 (two) years preceding the date of this Prospectus, and does not intend to pay, any
amount or benefits to our directors.

APPOINTMENT OF RELATIVES OF DIRECTORS TO ANY OFFICE OR PLACE OF PROFIT

Except as disclosed in this Prospectus, none of the relatives of our directors currently hold any office or place of profit in
our Company.

BONUS OR PROFIT-SHARING PLAN FOR OUR DIRECTORS

None of our Directors are a party to any bonus or profit-sharing plan.

POLICIES ADOPTED BY OUR COMPANY

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Our Company has adopted the following policies:

a) Policy on Code of Conduct for Directors and Senior Management

b) Policy of Audit Committee

c) Policy of Nomination and Remuneration Committee

d) Policy of Stakeholder Relationship Committee

e) Policy of Internal Complaint Committee

f) Policy on Corporate Social Responsibility of the Company

g) Policy on Code of Practices and Procedure for Fair Disclosure of Unpublished Price Sensitive Information

h) Policy on Disclosure and Internal Procedure for Prevention of Insider Trading

i) Policy on Whistle Blower and Vigil Mechanism

j) Policy on Related Party Transactions (RPT)

k) Policy for Preservation of Documents and Archival of Documents

l) Policy for Prevention of Sexual Harassment

m) Policy on Materiality for Disclosures of events to Stock Exchanges

n) Policy on Code of Independent Directors and Familiarization of Independent Director

o) Policy for identification of Materiality of outstanding Litigations involving Company, its subsidiary, Directors,
Promoters and other Group Companies

p) Policy on Material Outstanding due to the Creditors

CHANGES IN OUR BOARD DURING THE LAST THREE YEARS

Except as disclosed below, there have been no changes in our Board during the last 3 (three) years.

Sr. No. Directors Date of Event Event

1. Ms. Jayashree Kumar April 05, 2022 Appointment as Additional Director
2. Ms. Jayashree Kumar April 05, 2022 Regularisation as Whole Time Director
3. Mr. Kumar Sharat Chandra September 09, 2022 Appointed as Additional Independent Director
4. Mr. Sanjeev Negi September 09, 2022 Appointed as Additional Independent Director
5. Mr. Kumar Sharat Chandra September 30, 2022 Regularisation as Independent Director
6. Mr. Sanjeev Negi September 30, 2022 Regularisation as Independent Director
7. Mr. Devender Kumar October 10, 2022 Cessation from Directorship
8. Mr. Devender Kumar October 17, 2022 Appointment as Additional Director
9. Mr. Devender Kumar October 17, 2022 Regularisation as Non- Executive Director
10. Mr. Naresh Kumar October 17, 2022 Appointed as Chairman and Managing Director

ORGANISATION STRUCTURE

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 ORGANISATION
STRUCTURE

Non- Chairman and Independent

Whole-Time Managing Independent
Executive Director- Director-
Director - Director-
Director - Mr. Kumar
Ms. Jayashree Mr. Sanjeev
Mr. Devender Kumar Mr. Naresh Kumar Sharat Chandra
Kumar Negi

Chief Financial
Company Officer-
Secretary and
Compliance Mr. Amit
Officer - Kumar
Mr. Pankaj
Kumar

CORPORATE GOVERNANCE

In addition to the applicable provisions of the Companies Act, 2013 with respect to Corporate Governance, provisions of
the SEBI (LODR) Regulation, 2015 will also be complied with the extent applicable to our Company immediately upon
the listing of the Equity Shares on the Stock Exchange.

Our Company stands committed to good Corporate Governance practices based on the principles such as accountability,
transparency in dealings with our stakeholders, emphasis on communication and transparent reporting. We have complied
with the requirements of the applicable regulations, in respect of corporate governance including constitution of the Board
and Committees thereof.

The Corporate Governance framework is based on an effective Independent Board, the Board’s Supervisory role from
the executive management team and constitution of the Board Committees, as required under law.

The Board functions either as a full board or through the various committees constituted to oversee specific operational
areas.

As on the date of this Prospectus, there are 5 (Five) Directors on our Board out of which one third are Independent
Directors. Our Company is in compliance with the corporate governance norms prescribed under the Companies Act,
2013, particularly, in relation to appointment of Independent Directors to our Board and constitution of Board level
committees.

Our Company undertakes to take all necessary steps to continue to comply with all the requirements of the SEBI (LODR)
Regulation, 2015 and the Companies Act, 2013.

COMMITTEES OF OUR BOARD

The following committees have been constituted in terms of SEBI (LODR) Regulations, 2015 and the Companies Act,
2013:

a) Audit Committee

b) Stakeholders’ Relationship Committee

c) Nomination and Remuneration Committee

d) Corporate Social Responsibility Committee

e) Internal Complaints Committee

Audit Committee

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Our Company has constituted an Audit Committee ("Audit Committee"), as per Section 177 of the Companies Act, 2013
and Regulation 18 of the SEBI (LODR) Regulation, 2015; vide resolution passed at the meeting of the Board of Directors
held on October 17, 2022.

The terms of reference of Audit Committee adheres to the requirements of Regulation 18 of the SEBI (LODR) Regulation,
2015, proposed to be entered into with the Stock Exchange in due course.

The committee presently comprises the following 3 (Three) directors:

Sr. No. Name of Director Status in Committee Nature of Directorship

1 Mr. Sanjeev Negi Chairman Independent Director
2 Mr. Kumar Sharat Chandra Member Independent Director
3 Mr. Naresh Kumar Member Managing Director

The Company Secretary & Compliance Officer of our Company shall act as the Secretary to the Audit Committee.

Set forth below are the scope, functions and the terms of reference of our Audit Committee, in accordance with Section
177 of the Companies Act, 2013 and Regulation 18(3) of the SEBI (LODR) Regulation, 2015.

Meetings of Audit Committee and Quorum

As required under Regulation 18 of the SEBI (LODR) Regulation, 2015, the Audit Committee shall meet at least 4 (four)
times in a year, and not more than 120 (one hundred twenty) days shall elapse between two meetings. The quorum shall
be two members present, or one-third of the members, whichever is greater, provided that there should be a minimum of
two independent members present.

Powers of Audit Committee

The Audit Committee shall have powers, including the following:

a) To investigate any activity within its terms of reference;

b) To seek information from any employee;

c) To obtain outside legal or other professional advice; and

d) To secure attendance of outsiders with relevant expertise, if it considers necessary.

Role of Audit Committee

The role of the Audit Committee shall include the following:

a) Overseeing the Company’s financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;

b) Recommending to the Board the appointment, re-appointment and replacement, remuneration and terms of
appointment of statutory auditor of the Company;

c) Reviewing and monitoring the statutory auditor’s independence and performance, and effectiveness of audit process;

d) Approving payments to statutory auditors for any other services rendered by the statutory auditors of the Company;

e) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to
the Board for approval, with particular reference to:

i. 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, as amended;

ii. Changes, if any, in accounting policies and practices and reasons for the same;

iii. Major accounting entries involving estimates based on the exercise of judgment by the management;

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 iv. Significant adjustments made in the financial statements arising out of audit findings;

v. Compliance with SEBI Listing Regulations and other legal requirements relating to financial statements;

vi. Disclosure of any related party transactions; and

vii. Qualifications / modified opinion(s) in the draft audit report.

f) Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to
the board for approval;

g) 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 utilization of
proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this
matter;

h) Approval or any subsequent modification of transactions of our Company with related parties and omnibus approval
for related party transactions proposed to be entered into by our Company subject to such conditions as may be
prescribed;

i) Formulating a policy on related party transactions, which shall include materiality of related party transactions;

j) Scrutinizing of inter-corporate loans and investments;

k) Valuing of undertakings or assets of the Company, wherever it is necessary;

l) Evaluating of internal financial controls and risk management systems;

m) Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances;

n) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;

o) 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;

p) Discussing with internal auditors of any significant findings and follow up there on;

q) 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;

r) Discussing 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;

s) Looking 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;

t) Reviewing the functioning of the whistle blower mechanism;

u) Approving the appointment of the Chief Financial Officer (i.e., the whole-time Finance Director or any other person
heading the finance function or discharging that function) after assessing the qualifications, experience and
background, etc. of the candidate; and

v) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee and any other
terms of reference as may be decided by the Board and / or specified / provided under the Companies Act, 2013 or
SEBI Listing Regulations or by any other regulatory authority.

Further, the Audit Committee shall mandatorily review the following information:

a) management discussion and analysis of financial condition and results of operations;

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b) statement of significant related party transactions (as defined by the audit committee), submitted by management;

c) management letters / letters of internal control weaknesses issued by the statutory auditors;

d) internal audit reports relating to internal control weaknesses; and

e) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the
audit committee.

f) 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).

Stakeholders’ Relationship Committee

Our Company has constituted a shareholder / investors grievance committee “Stakeholders’ Relationship Committee” to
redress complaints of the shareholders. The Stakeholders’ Relationship Committee was constituted vide resolution passed
at the meeting of the Board of Directors held on October 17, 2022.

The Stakeholders’ Relationship Committee comprises:

Sr. No. Name of Director Status in Committee Nature of Directorship

1 Mr. Kumar Sharat Chandra Chairman Independent Director
2 Mr. Sanjeev Negi Member Independent Director
3 Ms. Jayashree Kumar Member Executive Director

The Company Secretary & Compliance Officer of our Company shall act as the Secretary to the Stakeholders’
Relationship Committee.

The Stakeholders Relationship Committee shall oversee all matters pertaining to investors of our Company. The scope
and function of the Stakeholders’ Relationship Committee and its terms of reference shall include the following:

Tenure

The Stakeholder’s Relationship Committee shall continue to be in function as a committee of the Board until otherwise
resolved by the Board, to carry out the functions of the Stakeholder’s Relationship Committee as approved by the Board.

Meetings

The Stakeholder’s Relationship Committee shall meet at least 1 (one) time in a year. The Chairperson of the Stakeholders
Relationship Committee shall be present at the annual general meetings to answer queries of the security holders.

Role of the Stakeholders’ Relationship Committee

The Committee shall consider and resolve grievances of security holders, including but not limited to:

a) Efficient transfer of shares including review of cases for refusal of transfer / transmission of shares and debentures;

b) Redressing of shareholders and investor complaints such as non-receipt of declared dividend, annual report, transfer
of Equity Shares and issue of duplicate / split / consolidated share certificates;

c) Monitoring transfers, transmissions, dematerialization, re-materialization, splitting and consolidation of Equity

Shares and other securities issued by our Company, including review of cases for refusal of transfer / transmission
of shares and debentures;

d) Allotment and listing of shares in future;

e) Review of cases for refusal of transfer / transmission of shares and debentures;

f) Reference to statutory and regulatory authorities regarding investor grievances;

g) Ensure proper and timely attendance and redressal of investor queries and grievances; and

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h) To do all such acts, things or deeds as may be necessary or incidental to the exercise of the above powers.

Nomination and Remuneration Committee

Our Company has constituted a Nomination and Remuneration Committee in accordance Section 178 of Companies Act,
2013. The constitution of the Nomination and Remuneration Committee was approved by a Meeting of the Board of
Directors held on October 17, 2022.

The Nomination and Remuneration Committee comprises the following Directors:

Sr. No. Name of Director Status in Committee Nature of Directorship

1 Mr. Kumar Sharat Chandra Chairman Independent Director
2 Mr. Sanjeev Negi Member Independent Director
3 Mr. Devender Kumar Member Non-Executive Director

The Company Secretary & Compliance Officer of our Company shall act as the Secretary of the Nomination and
Remuneration Committee.

The scope and function of the Committee and its terms of reference shall include the following:

Tenure

The Nomination and Remuneration Committee shall continue to be in function as a committee of the Board until otherwise
resolved by the Board.

Meetings

The committee shall meet as and when the need arises for review of Managerial Remuneration. The quorum for a meeting
of the nomination and remuneration committee shall be either two members or one third of the members of the committee,
whichever is greater, including atleast one independent director in attendance.

Role of the Nomination and Remuneration Committee not limited to but includes:

a) Formulating 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, senior
management and other employees;

b) Formulating of criteria for evaluation of performance of independent Directors and the Board;

c) Devising a policy on Board diversity;

d) Identifying persons who are qualified to become directors of our Company and who may be appointed in senior
management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.
Our Company shall disclose the remuneration policy and the evaluation criteria in its Annual Report of our
Company;

e) Determining 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;

f) Analyzing, monitoring and reviewing various human resource and compensation matters;

g) Determining our Company’s policy on specific remuneration packages for executive directors including pension
rights and any compensation payment, and determining remuneration packages of such directors;

h) Determining compensation levels payable to the senior management personnel and other staff (as deemed
necessary), usually consisting of a fixed and variable component;

i) Reviewing and approving compensation strategy from time to time in the context of the then current Indian market
in accordance with applicable laws;

j) Performing such functions as are required to be performed by the compensation committee under the SEBI (Share
Based Employee Benefits) Regulations, 2014;

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k) Framing suitable policies, procedures and systems to ensure that there is no violation, by and employee id any
applicable laws in India or Overseas, including:

i. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and

ii. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating
to the Securities Market) Regulations, 2003, by the trust, our Company and its employees, as applicable.”

l) Performing such other activities as may be delegated by the Board of Directors and / or specified / provided under
the Companies Act, 2013 or SEBI Listing Regulations or by any other regulatory authority.

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee shall formulate and recommend a CSR policy to the Board, the Company
has constituted a Corporate Social Responsibility Committee pursuant to resolution of the Board of Directors dated July
14, 2023. The Corporate Social Responsibility Committee shall recommend the amount of expenditure to be incurred on
the CSR activities to be undertaken by the company, monitor the CSR policy of the Company from time to time and
establish the transparent controlling mechanism for the implementation of the CSR projects or programs or activities
undertaken by the company as per the requirements of the Companies Act, 2013, Listing Agreement and SEBI LODR for
Corporate Governance.

The Corporate Social Responsibility Committee comprises the following members:

Sr. No. Name of Director Status in Committee Nature of Directorship

1 Mr. Sanjeev Negi Chairman Independent Director
2 Mr. Naresh Kumar Member Managing Director
3 Ms. Jayashree Kumar Member Whole-Time Director

Role of the Corporate Social Responsibility Committee not limited to but includes:

We further confirm that atleast one Director is an Independent Director.

Company Secretary & Compliance Officer of our Company shall act as the secretary to the Corporate Social
Responsibility Committee.

Measures

In the aforesaid backdrop, policy on CSR of Kalyani Cast-Tech Limited is broadly framed taking into account the
following measures:

The CSR activities shall be undertaken by Kalyani Cast-Tech Limited, as stated in this Policy, as projects or programs or
activities (either new or ongoing), excluding activities undertaken in pursuance of its normal course of business.

The CSR activities which are exclusively for the benefit of Kalyani Cast-Tech Limited employees or their family members
shall not be considered as CSR activity.

Kalyani Cast-Tech Limited shall give preference to the local area or areas around it where it operates, for spending the
amount earmarked for CSR activities.

The Board of Kalyani Cast-Tech Limited may decide to undertake its CSR activities as recommended by the CSR
Committee, through a registered trust or a registered society or a company established by the company or its holding or
subsidiary or associate company pursuant to Section 135 of the Companies Act, 2013 and rules made there-under.

The following is the list of CSR projects or programs which Kalyani Cast-Tech Limited plans to undertake pursuant to
Schedule VII of the Companies Act, 2013:

a) eradicating hunger, poverty and malnutrition, promoting preventive health care and sanitation and making available
safe drinking water;

b) promoting education, including special education and employment enhancing vocation skills especially among
children, women, elderly, and the differently abled and livelihood enhancement projects;

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c) promoting gender equality, empowering women, setting up homes and hostels for women and orphans; setting up
old age homes, day care centres and such other facilities for senior citizens and measures for reducing inequalities
faced by socially and economically backward groups;

d) ensuring environmental sustainability, ecological balance, protection of flora and fauna, animal welfare,
agroforestry, conservation of natural resources and maintaining quality of soil, air and water;

e) protection of national heritage, art and culture including restoration of buildings and sites of historical importance
and works of art; setting up public libraries; promotion and development of traditional arts and handicrafts:

f) measures for the benefit of armed forces veterans, war widows and their dependents;

g) training to promote rural sports, nationally recognised sports, paralympic sports and Olympic sports;

h) contribution to the Prime Minister’s National Relief Fund or any other fund set up by the Central Government for
socio-economic development and relief and welfare of the Scheduled Castes, the Scheduled Tribes, other backward
classes, minorities and women;

i) contributions or funds provided to technology incubators located within academic institutions which are approved
by the Central Government

j) rural development projects;

Any other measures with the approval of Board of Directors on the recommendation of CSR Committee subject to the
provisions of Section 135 of Companies Act, 2013 and rules made there-under.

Organisational mechanism and responsibilities

Constitution of Corporate Social Responsibility Committee

The Board of Directors of the Company shall constitute a Corporate Social Responsibility Committee of the Board (“CSR
Committee”) consisting of three or more directors, out of which at least one director shall be an independent director.

The CSR Committee shall –

a) Formulate and recommend to the Board, a CSR policy and activities to be undertaken by the company as per
Schedule VII;

b) Recommend the amount of expenditure to be incurred on the activities; and

c) Monitor the Policy of the company from time to time.

The Board of the company shall after taking into account the recommendations made by the CSR Committee, approve
the policy for the company and disclose contents of such Policy in its report and also place it on the company’s website
and ensure that the activities as are included in the CSR Policy of the company are undertaken by the company.

Kalyani Cast – Tech Limited provide the vision under the leadership of its Managing Director, Mr. Naresh Kumar.

At the Company, the Managing Director takes on the role of the mentor, while the onus for the successful and time bound
implementation of the CSR activities / projects is on the HR Head and CSR teams.

To measure the impact of the work done, a social satisfaction survey / audit is carried out by an external agency.

Activities, setting measurable targets with timeframes and performance management:

Prior to the commencement of CSR activities / projects, we carry out a baseline study of the nearby area / villages of the
Company’s Site Locations.

The study encompasses various parameters such as – health indicators, literacy levels, sustainable livelihood processes,
and population data – below the poverty line and above the poverty line, state of infrastructure, among others.

From the data generated, a 1-year plan and a 5-year rolling plan are developed for the holistic and integrated development
of the affected people.

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All activities / projects of CSR are assessed under the agreed strategy, and are monitored every quarter / year, measured
against targets and budgets. Wherever necessary, midcourse corrections are made.

Budgets

A specific budget is allocated for CSR activities and spending on CSR activities shall not be less than 2% of the average
net profits of the Company made during the three immediately preceding financial years, in pursuance of this policy.

In case Company fails to spend such amount, the Board shall specify the reasons for not spending the amount.

Approving authority for the CSR amount to be spent would be any one Director or the Managing Director / Chief Financial
Officer of the Company after due recommendation of CSR Committee and approval of the Board of Directors of the
Company.

The CSR Policy mandates that the surplus arising out of the CSR projects or programs or activities shall not form part of
the business profit of a company.

The CSR projects or programs or activities undertaken in India only shall amount to CSR expenditure.

CSR expenditure shall include all expenditure including contribution to corpus, for projects or programs relating to CSR
activities approved by the Board on the recommendation of the CSR Committee, but does not include any expenditure on
any item not in conformity or not in line with activities which fall within the purview of Schedule VII of the Companies
Act 2013.

Tax treatment of CSR spent will be in accordance with the Income Tax Act as may be notified by CBDT.

Internal Complaints Committee

An Internal Complaints Committee is constituted for our Company by the Board to look into the matters concerning
sexual harassment pursuant to resolution of the Board of Directors dated October 17, 2022 and was further re-constituted
on July 14, 2023. The Internal Complaints Committee consists of the following members.

Sr. No. Name Status in Committee Gender

1. Ms. Jayashree Kumar Presiding officer Female
2. Ms. Sangita Sinha Member Female
3. Mr. Devender Kumar Member Male
4. Mr. Amit Kumar Member Male

A complainant can approach any member of the committee with her written complaint.

Tenure

The President and other members of the committee shall hold office for such period, not exceeding 3 (three) years, from
the date of their nomination as may be specified by the employer.

Scope

This policy is applicable to employees, workers, volunteers, probationer and trainees including those on deputation, part
time, contract, working as consultants or otherwise (whether in the office premises or outside while on assignment). This
policy shall be considered to be a part of the employment contract or terms of engagement of the persons in the above
categories.

Where the alleged incident occurs to our employee by a third party while on a duty outside our premises, the Company
shall perform all reasonable and necessary steps to support our employee.

What Constitutes Sexual Harassment?

Sexual Harassment means such unwelcome sexually determined behaviour (directly or through implication), like physical
contact and advances by the employee(s) including:

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a) A demand or request for sexual favours, sexually coloured remarks, showing pornography, any other unwelcome
physical conduct of sexual nature, lurid stares, physical contact or molestation, stalking, sounds, display of pictures,
signs;

b) Eve teasing, innuendos and taunts, physical confinement against one’s will;

c) A demand or request for sexual favours, whether verbally or non-verbally, where the submission to such conduct is
made either explicitly or implicitly a term or condition of an individual’s employment or promotion / evaluation of
work thereby denying an individual equal opportunity at employment;

d) An act or conduct by a person in authority which makes the environment at workplace hostile or intimidating to a
person or unreasonably interferes with the individual’s privacy and productivity at work;

e) Verbal harassment of a sexual nature, such as lewd comments, sexual jokes or references, and offensive personal
references; demeaning, insulting, intimidating, or sexually suggestive comments (oral or written) about an
individual's personal appearance or electronically transmitted messages (Jokes, remarks, letters, phone calls);

f) Any other behaviour which an individual perceives as having sexual overtones.

Redressal Mechanism:

Once the complaint is received by the Committee:

a) The person who is accused by the complainant will be informed that a complaint has been filed against him (he will
be made aware of the details of the allegation and also the name of the complainant as it would be necessary for
proper inquiry) and no unfair acts of retaliation or unethical action will be tolerated.

b) The complainant has the opportunity to ask for conciliation proceedings by having communication with the accused
in the presence of the Committee. Please note that in such conciliation the complainant cannot demand monetary
compensation.

c) The Committee shall provide the copies of the settlement as recorded during conciliation to the aggrieved employee
and the respondent.

d) If the matter has been settled by conciliation but the respondent is not complying with the terms and conditions, the
aggrieved party can approach the Committee for Redressal.

e) The Committee will question both the complainant and the alleged accused separately. If required, the person who
has been named as a witness will need to provide the necessary information to assist in resolving the matter
satisfactorily.

f) The Committee shall call upon all witnesses mentioned by both the parties.

g) The Committee can ask for specific documents from a person if it feels that they are important for the purpose of
investigation.

h) The complainant has the option to seek transfer or leave so that the inquiry process can continue smoothly and to
prevent recurrence of similar situations or discomfort to the complainant. The leave can extend for a maximum
period of 3 months. Leave granted under this provision will be paid leave and will not be counted in the number of
leaves that the complainant is statutorily entitled to. The complainant may be required to work from home, if it is
practicable, keeping in mind the nature of work of the complainant, health and mental condition. However, the
complainant is under a good faith obligation and shall not abuse the process to request unjustifiably long periods of
leave, keeping in mind the economic effects of the leave to the organization. The Committee shall have the discretion
to grant leave of an appropriate duration, depending on the facts and circumstances of the case, or grant an alternate
measure such as transferring the employee or the accused, as it deems fit.

Where leave is granted to the complainant, the Committee shall make best attempts to ensure speedy completion of the
inquiry process and to minimize adverse economic consequences to the Company arising out of the absence of the
complainant from the workplace.

i. The complainant and the accused shall be informed of the outcome of the investigation. The investigation shall be
completed within 3 months of the receipt of the complaint. If the investigation reveals that the complainant has
been sexually harassed as claimed, the accused will be subjected to disciplinary action accordingly.

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 a) The report of the investigation shall be supplied to the employer (or the District Officer), the accused and the
complainant within 10 days of completion of the investigation.

b) The employer or the District Officer will act on the recommendations of the Committee within 60 days of
the receipt of the report.

ii. The contents of the complaint made, the identity and addresses of the aggrieved employee, respondent and
witnesses, any information relating to conciliation and inquiry proceedings, recommendations of the Internal
Committee and the action taken by the employer shall not be published, communicated or made known to the
public, press and media in any manner

Any party aggrieved by the report can prefer an appeal in the appropriate Court or Tribunal in accordance with the service
rules within 90 days of the recommendation been given to the employer / District Officer.

Disciplinary Action:

Where any misconduct is found by the Committee, appropriate disciplinary action shall be taken against the accused.
Disciplinary action may include transfer, withholding promotion, suspension or even dismissal. This action shall be in
addition to any legal recourse sought by the complainant.

If it is found out through evidence by the Committee that the complainant has maliciously given false complaint against
the accused, disciplinary action shall be taken against the complainant as well.

Regardless of the outcome of the complaint made in good faith, the employee lodging the complaint and any person
providing information or any witness, will be protected from any form of retaliation. While dealing with complaints of
sexual harassment, the Committee shall ensure that the complainant or the witness are not victimized or discriminated
against by the accused. Any unwarranted pressures, retaliatory or any other type of unethical behaviour by the accused
against the complainant while the investigation is in progress should be reported by the complainant to the Complaints
Committee as soon as possible. Disciplinary action will be taken by the Committee against any such complaints which
are found genuine.

This policy shall be disseminated to each employee of the Company as well as new recruits who will have to acknowledge
that they have read and understood the policy and that they shall abide by the policy.

POLICY ON DISCLOSURES AND INTERNAL PROCEDURE FOR PREVENTION OF INSIDER TRADING

The provisions of Regulation 9(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (“SEBI PIT
Regulations”) will be applicable to our Company immediately upon the listing of its Equity Shares on the SME Platform
of BSE Limited. We shall comply with the requirements of the SEBI (PIT) Regulations on listing of Equity Shares on
stock exchanges. Further, Board of Directors have formulated and adopted the code of conduct to regulate, monitor and
report trading by its employees and other connected persons.

The Company Secretary & Compliance Officer will be responsible for setting forth policies, procedures, monitoring and
adherence to the rules for the preservation of price sensitive information and the implementation of the Code of Conduct
under the overall supervision of the board.

OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

Our Company is managed by our Board of Directors, assisted by qualified and experienced professionals, who are
permanent employees of our Company. Given below are the details of the Key Managerial Personnel and senior
management of our Company as prescribed under the Companies Act, 2013:

Sr. No Name of the KMPs/ Senior Management Designation

1. Mr. Naresh Kumar Chairman and Managing Director
2. Ms. Jayashree Kumar Whole-Time Director
3. Mr. Amit Kumar Chief Financial Officer
4. Mr. Pankaj Kumar Company Secretary & Compliance Officer

BREIF PROFILE OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT:

Mr. Naresh Kumar – Chairman and Managing Director

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Mr. Naresh Kumar is the Managing Director & Chief Financial Officer of our Company. For details, see “Brief Profile
of our Director”, see “Our Management” chapter beginning on page 127 of this Prospectus.

Ms. Jayashree Kumar – Whole-Time Director

Ms. Jayashree Kumar is the Whole-Time Director of our Company. For details, see “Brief Profile of our Director”,
see “Our Management” chapter beginning on page 127 of this Prospectus.

Mr. Pankaj Kumar– Company Secretary & Compliance Officer

Mr. Pankaj Kumar, aged 29 years, is the Company Secretary & Compliance Officer of our Company. He was appointed
as the Company Secretary & Compliance Officer of our Company at the meeting of the Board of Directors with effect
from October 17, 2022. He is a qualified Company secretary from the Institute of Company Secretaries of India.

Term of Office with expiration Date Appointed as Company Secretary & Compliance Officer with effect from
October 17, 2022.
Details of service contract Not Applicable
Function and areas of experience Compliances and Law

Mr. Amit Kumar– Chief Financial Officer

Mr. Amit Kumar, aged 30 years, is the Chief Financial Officer of our Company. He was appointed as the Chief Financial
Officer of our Company at the meeting of the Board of Directors with effect from October 17, 2022.

Term of Office with expiration Date Appointed as Chief Financial Officer with effect from October 17, 2022.
Details of service contract Not Applicable
Function and areas of experience Finance and Accounts

STATUS OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

All our Key Managerial Personnel and senior management are permanent employees of our Company.

RELATIONSHIP BETWEEN KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

Except as stated below, none of the above-mentioned key managerial personnel and senior management are related to
each other. There are no arrangements or understanding with major shareholders, customers, suppliers or others, pursuant
to which any of the Key Managerial Personnel were selected as members of our senior management.

Sr. No. Name of KMP/ senior management Name of KMP/ senior management Relationship
1. Mr. Naresh Kumar Ms. Jayashree Kumar Spouse

RELATIONSHIP OF DIRECTORS / PROMOTERSs WITH KEY MANAGERIAL PERSONNEL (KMPs)/

SENIOR MANAGEMENT

Except as stated below, none of the above-mentioned key managerial personnel or senior management are related to our
Promoters or Directors. Further, there are no arrangements or understanding with major shareholders, customers, suppliers
or others, pursuant to which any of the Key Managerial Personnel or senior management were selected as members of
our senior management.

Sr. No. Name of KMP/ Senior Management Name of Director Relationship

1. Mr. Naresh Kumar Ms. Jayashree Kumar Spouse
2. Mr. Naresh Kumar Mr. Devender Kumar Brother
3. Ms. Jayashree Kumar Mr. Naresh Kumar Spouse

SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

As on date of this Prospectus, except as stated below, our Key Managerial Personnel or senior management do not hold
any number of Equity Shares of our Company.

Sr. Name of Key Managerial Personnel/ Senior No. of Equity Shares Held % of pre-Issue capital
No. Management (Pre-Issue)
1. Mr. Naresh Kumar 20,71,000 41.30

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 Sr. Name of Key Managerial Personnel/ Senior No. of Equity Shares Held % of pre-Issue capital
No. Management (Pre-Issue)
2. Ms. Jayashree Kumar 3,75,500 7.49
3. Mr. Amit Kumar NIL NIL
4. Mr. Pankaj Kumar NIL NIL
Total 24,46,500 48.79

REMUNERATION / COMPENSATION TO OUR KMPs AND SENIOR MANAGEMENT

Set forth below is the remuneration paid by our Company to our KMPs and senior management for the financial year
ended March 31, 2023:
(₹ in Lakh)
Sr. No. Name of KMPs/ Senior Management Designation Remuneration
paid
1. Mr. Naresh Kumar Managing Director 12.00
2. Ms. Jayashree Kumar Whole-Time Director 12.00
3. Mr. Amit Kumar Chief Financial Officer 2.11
4. Mr. Pankaj Kumar Company Secretary & Compliance Officer 1.10
Total 27.21

The aforementioned KMP’s are on the payrolls of our Company as permanent employees.

BONUS OR PROFIT-SHARING PLAN FOR OUR KEY MANAGERIAL PERSONNEL/ AND SENIOR
MANAGEMENT

As on the date of this Prospectus, our Company does not have any performance linked bonus or profit-sharing plan with
any of our Key Managerial Personnel and senior management.

CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO KEY MANAGERIAL PERSONNEL AND

SENIOR MANAGEMENT

None of our Key Managerial Personnel or senior management has received or is entitled to any contingent or deferred
compensation as on date of this Prospectus.

LOANS TO KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

Except as stated in the Prospectus, there is no loan outstanding against Key Managerial Personnel and senior management
as on date of this Prospectus.

INTEREST OF KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

The Key Managerial Personnel or senior management of our Company have interest in our Company to the extent of the
remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of expenses
incurred by them during the ordinary course of business and may also be interested to the extent of Equity Shares held by
them in our Company, if any and dividends payable thereon, if any. Except as disclosed in this Prospectus, none of our
key managerial personnel or senior management have been paid any consideration of any nature from our Company, other
than their remuneration. Except as stated in the heading titled “Related Party Transactions” under the Section titled
“Financial Statements as Restated” beginning on page 157 of this Prospectus and described herein above, our key
managerial personnel and senior management do not have any other interest in the business of our Company.

CHANGES IN KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT IN THE LAST THREE
YEARS

Set forth below are the changes in our Key Managerial Personnel or senior management in the last 3 (three) years
immediately preceding the date of this Prospectus:

Sr. No. Name Date of Event Reason

1. Mr. Naresh Kumar October 17, 2022 Appointed as Chairman and Managing Director
2. Ms. Jayashree Kumar April 05, 2022 Appointed as Whole-Time Director
3. Mr. Amit Kumar October 17, 2022 Appointed as Chief Financial Officer
4. Mr. Pankaj Kumar October 17, 2022 Appointed as Company Secretary and Compliance Officer

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EMPLOYEES STOCK OPTION SCHEME

Our Company does not have any Employee Stock Option Scheme / Employee Stock Purchase Scheme as on the date of
filing of this Prospectus.

PAYMENT OR BENEFIT TO OFFICERS OF OUR COMPANY

Except as stated in this Prospectus and any statutory payments made by our Company, no non-salary amount or benefit
has been paid, in two preceding years, or given or is intended to be paid or given to any of our Company’s officers except
remuneration of services rendered as Directors, officers or employees of our Company.

Except as stated in the chapter titled “Financial Statements as Restated” beginning on page 157 of this Prospectus, none
of the beneficiaries of loans and advances and sundry debtors are related to our Company, our Directors, Our Key
Managerial Personnel or senior management or our Promoter.

ARRANGEMENTS AND UNDERSTANDING WITH MAJOR SHAREHOLDERS

None of our Key Managerial Personnel or senior management or Directors has been appointed pursuant to any
arrangement or understanding with our major shareholders, customers, suppliers or others. For more information, please
refer chapter titled “Our History and Certain Other Corporate Matters” beginning on page 123 of this Prospectus.

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 OUR PROMOTERS AND PROMOTER GROUP

OUR PROMOTER

The Promoters of our Company are Mr. Naresh Kumar, Mr. Javed Aslam, Mr. Nathmal Bangani, Ms. Kamala
Kumari Jain and Ms. Muskan Bangani.

As on the date of this Prospectus, our Promoters holds an aggregate of 33,51,000 Equity Shares, representing 66.83% of
the Pre-Issue Issued, Subscribed and Paid-up Equity Share Capital of our Company. For details of the build-up of the
Promoter’s shareholding in our Company, see “Capital Structure – History of the Equity Share Capital held by our
Promoter”, on pages 63 of this Prospectus.

BRIEF PROFILE OF OUR INDIVIDUAL PROMOTER

Mr. Naresh Kumar, aged 58 years, is the Promoter of our

Company. He is the Director of the Company since
Incorporation of the Company. He was further appointed as
Chairman and Managing Director of the Company for a
period of 3 years w.e.f. October 17, 2022. He has
completed his degree in Master of Technology in
Mechanical Engineering from Indian Institute of
Technology, Madras in the year 1989. He has more than a
decade of vast experience in manufacturing, setting up,
casting and running of foundry, forging units and
manufacturing of cargo containers. He is a visionary
entrepreneur and has played a pivotal role in setting up
business of our Company. He primarily looks after the
overall business operations of the Company.

Date of Birth: October 30, 1965

Age: 57 years

Residential Address: PT 62/9 Ground Floor, Kalkaji

Extension, Aali Ali, South Delhi-110019.

Nationality: Indian

PAN: ABPPK4532M

Directorship Held:

• Techlog Engineering Works Private Limited

• Jnk Works Private Limited (Previously known as PBK

Consultants Private Limited)

• Techlog Support Services Private Limited

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 Mr. Javed Aslam, aged 60 years, is the Promoter of our
Company. He has completed Bachelor of Science in civil
engineering from Kurukshetra University in the year 1988.
He is associated with our Company since the year 2019.
He provides strategic guidance to our Company and looks
after the Company's system processing and quality
assurance.

Date of Birth: November 23, 1963

Age: 60 years

Residential Address: 1819, Sector - 17, Farrukhnagar,

Gurgaon - 122001, Haryana, India

Nationality: Indian

PAN: AAEPA7499K

Directorship Held:

• Jaipur Impex Private Limited

• Leisure Valley Infrastructure Private Limited

Mr. Nathmal Bangani, 67 years is the Promoter of our

Company. He has completed his graduation in B.com in the
year 1976 from the Bhawanipur Education Society
College, Kolkata. He has more than 25 years of experience
in monitoring financial performance, and making informed
decisions to ensure financial stability.

Date of Birth: October 31, 1956

Age: 67 years

Residential Address: 32/1, Rowland Road, Elgin, L.R.

Sarani, Kolkata 700020, West Bengal.

Nationality: Indian

PAN: ADHPB5339D

Directorship Held:

• Sahanbhuti Consultants Private Limited

• Visisth Services Limited

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 Ms. Kamala Kumari Jain, aged 65 years is the Promoter
of our Company. She has completed Higher Secondary in
the year 1974 from Sree jain Swetamber Terapanthi
Vidalaya, Kolkata. She has fostered a positive work
culture, promoted collaboration and enhanced employee
engagement. She has an experience of more than a decade
in Managing budgets.

Date of Birth: September 13, 1958

Age: 65 years

Residential Address: 32/1, Rowland Road, Elgin, L.R.

Sarani, Kolkata 700020, West Bengal

Nationality: Indian

PAN: AEQPJ6491Q

Directorship Held:

• Visisth Services Limited

Ms. Muskan Bangani, aged 23 years, is the Promoter of

our Company. She has completed her Master of Law from
Kolkata and has been admitted and enrolled as an Advocate
under the Advocates Act, 1961 on July 14, 2023. She brings
her legal experience to the Board.

Date of Birth: March 06, 2000

Age: 23 years

Residential Address: 32/1, Rowland Road, Elgin, L.R.

Sarani, Kolkata 700020, West Bengal, India

Nationality: Indian

PAN: DVRPB5798B

Directorship Held: NIL

For the complete profile of Mr. Naresh Kumar Mr. Javed Aslam, Mr. Nathmal Bangani, Ms. Kamala Kumari Jain and Ms.
Muskan Bangani - educational qualifications, professional experience, position / posts held in the past, directorships held,
special achievements and business and financial activities, see “Our Management” on page 127 of this Prospectus.

DECLARATION

We declare and confirm that the details of the Aadhaar Card Number and Driving License Number, Passport Number and
Bank Account Number of our Promoters will be submitted to the Stock Exchange i.e., BSE Limited, where the Equity
Shares are proposed to be listed at the time of filing this Prospectus.

UNDERTAKING / CONFIRMATIONS

None of our Promoters or Promoter Group or Group Company or person in control of our Company has been:

• prohibited or debarred from accessing or operating in the capital market or restrained from buying, selling or dealing
in securities under any order or direction passed by SEBI or any other authority or refused listing of any of the
securities issued by such entity by any stock exchange, in India or abroad.

• No material regulatory or disciplinary action is taken by stock exchange or regulatory authority in the past one year
in respect of our Promoter, Group Company and Company promoted by the promoters of our company.

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• There are no defaults in respect of payment of interest and principal to the debenture / bond / fixed deposit holders,
banks, FIs by our Company, our Promoter, Group Company and Company promoted by the promoters during the
past three years.

• The litigation record, the nature of litigation, and status of litigation of our Company, Promoter, Group company and
Company promoted by the Promoters are disclosed in chapter titled “Outstanding Litigations and Material
Developments” beginning on page 175 of this Prospectus.

• None of our Promoters person in control of our Company are or have ever been a promoter, director or person in
control of any other company which is debarred from accessing the capital markets under any order or direction
passed by the SEBI or any other authority.

CHANGE IN CONTROL OF OUR COMPANY

There has not been any significant change in the control over the affairs of the Company in the five years immediately
preceding the date of this 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 “Our
Management” beginning on page 127 of this Prospectus.

INTEREST OF OUR PROMOTER

Our Promoters are interested in our Company to the extent (i) that he has promoted our Company, and (ii) to the extent
of his shareholding in our Company. For details on shareholding of our Promoters in our Company, see “Capital
Structure” on page 63 of this Prospectus.

Except as stated otherwise in this Prospectus, we have not entered into any contract, agreements or arrangements in which
our Promoters is directly or indirectly interested and no payments have been made to him in respect of the contracts,
agreements or arrangements which are proposed to be made with him including the properties purchased by our Company
and development rights entered into by our Company other than in the normal course of business. For further details,
please refer the section titled “Related Party Transactions” in chapter “Financial Statements as Restated” on page 157
of this Prospectus.

Interest in 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 his shareholding and directorship in our Company and the dividend declared, if any, by
our Company.

Interest in the property, land, construction of building, supply of machinery, etc.

Except as mentioned in the chapter titled ‘Our Business’ beginning on page 101 of this Prospectus, our Promoters do not
have any other interest in any property acquired or proposed to be acquired by our Company in a period of 2 (two) years
before filing of this Prospectus or in any transaction by our Company for acquisition of land, construction of building or
supply of machinery or any other contract, agreement or arrangement entered into by our Company and no payments have
been made or are proposed to be made in respect of these contracts, agreements or arrangements.

Interest in our Company arising out of being a member of a firm or company

Our Promoters are not interested as 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 such person to become, or qualify
them as a director, or otherwise for services rendered by them or by such firm or company in connection with the
promotion or formation of our Company.

Interest in our Company other than as Promoter

Except as mentioned in this chapter and chapters titled “Our Business”, “History and Certain Corporate Matters”, “Our
Management” and “Restated Financial Statements” beginning on pages 101, 123, 127 and 157, respectively, our
Promoters do not have any other interest in our Company.

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Payment or Benefit to the Promoters or Promoter Group in the last 2 (two) years

Except as stated above in chapters “Financial Statements as Restated” beginning on page 157 of this Prospectus, there
has been no amount or benefit paid or given during the preceding 2 (two) years of filing of this Prospectus or intended to
be paid or given to any Promoters or member of our Promoter Group and no consideration for payment of giving of the
benefit.

COMMON PURSUITS OF OUR PROMOTER

As on the date of this Prospectus, none of our Promoters have any common pursuits.

MATERIAL GUARANTEES GIVEN TO THIRD PARTIES

Except as stated in the “Financial Statements as Restated” beginning on page 157 of this Prospectus, our Promoters have
not given material guarantees to the third party(ies) with respect to the specified securities of our Company.

EXPERIENCE OF PROMOTERS IN THE LINE OF BUSINESS

Our Promoters have an experience of more than a decade in the industry. The Company shall also endeavour to ensure
that relevant professional help is sought as and when required in the future.

SHAREHOLDING OF THE PROMOTER GROUP IN OUR COMPANY

For details of shareholding of members of our Promoter Group as on the date of this Prospectus, please see the chapter
titled “Capital Structure – Notes to Capital Structure” beginning on page 63 of this Prospectus.

LITIGATION INVOLVING OUR PROMOTER

For details relating to legal proceedings involving the Promoter, please refer “Outstanding Litigation and Material
Developments” beginning on page 175 of this Prospectus.

RELATED PARTY TRANSACTIONS

Except as stated in “Annexure – XXVIII “Related Party Transactions” beginning on page 155 of this Prospectus, and
as stated therein, our Promoters or any of the Promoter Group Entities do not have any other interest in our business.

COMPANIES WITH WHICH OUR PROMOTERS HAVE DISASSOCIATED IN THE PRECEDING THREE
YEARS

Except stated below, our Promoters have not disassociated himself from any companies, firms or entities during the last
three years preceding the date of this Prospectus.

Sr. Name of Promoter Name of Entity Reason for Disassociation Date of

No. Disassociation
1 Mr. Naresh Kumar ADRS Infra Services Conversion from Company to LLP August 3, 2021
Private Limited
2. Mr. Naresh Kumar Mreeduraj Services Conversion from Company to LLP August 3, 2021
Private Limited
3. Mr. Javed Aslam Euclidean Infratech Strike Off July 26, 2022
Private Limited

OUR PROMOTER GROUP

Our Promoter Group in terms of Regulation 2(1) (pp) of the SEBI (ICDR) Regulations, 2018 is as under:

A. Natural Persons who form part of our Promoter Group:

Promoter Mr. Naresh Mr. Javed Mr. Nathmal Ms. Kamala Ms. Muskan
Kumar Aslam Bangani Kumari Jain Bangani
Relation with Promoter
Father Late Shri. Late Shri Late Maganlmal Late Magan Jai Prakash
Ramkishan Ajmeri Khan Bangani Mal Banthia Bangani

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 Mother Kalawati Devi Late Amna Late Kamla Devi Late Mohini Sheetal
Begum Bangani Devi Banthia Bangani
Spouse Jayashree Kumar Sumbul Khan Kamala Kumari Jain Nathmal -
Bangani
Brother(s) Satpal Singh Feeroz Khan - Devender Sanskar
Devender Kumar Kumar Banthia Bangani
Sister(s) Sunita Shahida Bano Kanchan Jain Late Kusum -
Shamshad Bano Kochar
Son(s) Pradyut Kumar Akbar Khan Jai Prakash Bangani Jai Prakash -
Akshit Kumar Abrar khan Bangani
Daughter(s) - - Shradha Parakh Shradha Parakh -
Spouse's Father Late Shri. DP Mohammad Late Magan Mal Late Magan -
Yadav Hanif Banthia Mal Bangani
Spouse's Mother Apra Kumari Rukhsana Hanif Late Mohini Devi Late Kamla -
Yadav Banthia Devi Bangani
Spouse's Brijendu Kumar Faisal Hanif Devender Kumar - -
Brother(s) Yadav Banthia
Spouse's Sister(s) - - Late Kusum Kochar Kanchan Jain -

B. In case promoter is a Body Corporate

Sr. No. Nature of Relationship Name of the Promoter Entities / Company

1. Subsidiary or holding company of Promoter Company NA
2. Any Body corporate in which promoter (Body NA
Corporate) holds 20% or more of the equity share capital
or which holds 20% or more of the equity share capital
of the promoter (Body Corporate).

C. In case promoter is an Individual:

Sr. No. Nature of Relationship Entity

1. Any Body Corporate in which 20% or more of the equity • Techlog Support Services Private Limited
share capital is held by promoter or an immediate relative
of the promoter or a firm or HUF in which promoter or • Techlog Engineering Works Private Limited
any one or more of his immediate relatives is a member.
• Jnk Works Private Limited
(Previously known as PBK Consultants
Private Limited)

• Devvillas Private Limited

• Sahahbhuti Consultants Private Limited

• Jaipur Impex Private Limited

• Leisure Valley Infrastructure Private

Limited

2. Any Body corporate in which Body Corporate as N.A.

provided above holds 20% or more of the equity share
capital.
3. Any Hindu Undivided Family or firm in which the Nathmal Bangani & Sons HUF
aggregate shareholding of the promoter and his
immediate relatives is equal to or more than 20%. Maganmal Bangani HUF

Jai Prakash Bangani & Sons HUF

Khan Enterprises

M/s. JFJ Motors

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D. All persons whose shareholding is aggregated under the heading "shareholding of the Promoter Group":

The following persons forms part of promoter group for the purpose of shareholding of the Promoter Group under
Regulation 2(1) (pp)(v) of SEBI (ICDR) Regulations 2018:

M/s Visisth Services Limited

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 OUR GROUP COMPANIES

In terms of the SEBI (ICDR) Regulations, the term “group companies”, includes

i. such companies (other than promoter) and subsidiary(ies)) with which the relevant issuer company had related party
transactions during the period for which financial information is disclosed, as covered under applicable accounting
standards, and

ii. any other companies considered material by the Board of Directors of the relevant issuer company.

Accordingly, for (i) above, all such companies (other than our Subsidiary) with which there were related party transactions
during the periods covered in the Restated Financial Statement, as covered under the applicable accounting standards,
shall be considered as Group Companies in terms of the SEBI (ICDR) Regulations. For the purpose of avoidance of doubt
and pursuant to regulation 2(1)(t) of SEBI (ICDR) Regulations, 2018 it is clarified that our promoters and Subsidiary will
not be considered as Group Companies.

In terms of the SEBI (ICDR) Regulations and in terms of the policy of materiality defined by the Board of Directors
pursuant to its resolution dated October 17, 2022 our Group Companies includes:

Those companies disclosed as having related party transactions in accordance with Accounting Standard (“AS 18”) issued
by the Institute of Chartered Accountants of India, in the Restated Financial Statements of the Company for the last three
financial years.

Provided, companies which have been disclosed as related parties in the Restated Financial Statements of our Company
for the last three financial years, and which are no longer associated with our Company have not been disclosed as Group
Companies.

All such companies which the Board has deemed to be material to be considered as Group Companies / Associates
Companies.

As on date of Prospectus the company does not have any group companies.

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 RELATED PARTY TRANSACTIONS

For details on Related Party Transactions of our Company, please refer to Annexure- XXVIII of section titled “Financial
Statements as Restated” beginning on page 157 of this Prospectus.

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 DIVIDEND POLICY

Under the Companies Act, 2013, an Indian Company pays dividends upon a recommendation by its Board of Directors
and approval by majority of the Shareholders at the general meeting. Under the Companies Act, 2013, dividends may be
paid out of profits of a company in the year in which the dividend is declared or out of the undistributed profits or reserves
of the previous years or out of both.

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 year 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 a formal dividend policy for declaration of dividend in respect of Equity shares. Any
dividends to be declared shall be recommended by the Board of Directors depending upon the financial condition, results
of operations, capital requirements and surplus, contractual obligations and restrictions, the terms of the credit facilities
and other financing arrangements of our Company at the time a dividend is considered, and other relevant factors and
approved by the Equity Shareholders at their discretion.

Our Company has not paid / declared any dividend in last three years from date of this Prospectus. Our Company’s
corporate actions pertaining to payment of dividends in the past are not to be taken as being indicative of the payment of
dividends by our Company in the future.

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 SECTION IX: FINANCIAL INFORMATION

FINANCIAL STATEMENTS AS RESTATED

Sr. No. Particulars Page No.

1 Restated Financial Statements F – 1 to F – 27

157
 SECTION IX – FINANCIAL INFORMATION
FINANCIAL STATEMENTS AS RESTATED
Independent Auditor’s Report on The Restated Financial Statements of KALYANI CAST-TECH LIMITED

Auditor’s Report on the Restated Statement of Assets and Liabilities as on June 30, 2023 and March 31, 2023
and March 31, 2022 and 2021, Statement of Profit & Loss and Cash Flow for the period ended June 30, 2023 and
financial years ending on March 31, 2023, 2022 and 2021 of KALYANI CAST-TECH LIMITED.

To,
The Board of Directors,
KALYANI CAST-TECH LIMITED
B-144, Second Floor, DDA Shed,
Phase-1, Okhla Industrial Area Phase-I,
New Delhi-110020

Dear Sirs,

1) We have examined the attached Restated Summary Statements and Other Financial Information of KALYANI
CAST-TECH LIMITED for the financial year ended on March 31, 2023, 2022 and 2021 (collectively referred to
as the “Restated Summary Statements” or “Restated Financial Statements”) as duly approved by the Board of
Directors of the Company.

2) The said Restated Financial Statements and other Financial Information have been examined and prepared for the
purpose of inclusion in the Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus (collectively
hereinafter referred to as “Offer Document”) in connection with the proposed Initial Public Offering (IPO) on SME
Platform of BSE Limited (“BSE SME”) of the company taking into consideration the followings and in accordance
with the following requirements of:

• Section 26 and 32 of Part I of Chapter III to the Companies Act, 2013(“the Act”) read with Companies
(Prospectus and Allotment of Securities) Rules 2014, as amended from time to time;
• The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements Regulations), 2018
(the ‘SEBI ICDR Regulations') as amended from time to time in pursuance of Section 11 of the Securities and
Exchange Board of India Act,1992;
• The Guidance Note on Reports in Company Draft Prospectus / Prospectus (Revised) issued by the Institute of
Chartered Accountants of India (“ICAI”) (“Guidance Note”);
• The applicable regulation of SEBI (ICDR) Regulations, 2018, as amended, and as per Schedule VI (Part A)
(11) (II) of the said Regulations; and
• The terms of reference to our engagement letter with the company dated August 01, 2023 requesting us to
carry out the assignment, in connection with the proposed Initial Public Offering of equity shares on SME
Platform of BSE Limited (“BSE SME”) (“IPO” or “SME IPO”).

3) These Restated Financial Information (included in Annexure I to XXXIV) have been extracted by the Management
of the Company from:

The Company’s Financial Statements for the year ended March 31, 2023, 2022 and 2021, which have been approved by
the Board of Directors at their meeting respectively and books of accounts underlying those financial statements and
other records of the Company, to the extent considered necessary for the preparation of the Restated Financial
Statements, are the responsibility of the Company’s Management. The Financial Statement of the Company for the
period ended June 30, 2023as well as year ended on March 31, 2023 has been audited by us being the Statutory
Auditors of the Company and from the financial year ended March 31, 2022 and 2021 has been audited by Agarwal
Prakash & Co., Chartered Accountants and had issued unqualified reports for these years.

4) In accordance with the requirement of Section 26 and 32 of the Companies Act, 2013 read with Companies
(Prospectus and Allotment of Securities) Rules 2014, the SEBI Regulations, the Guidance Note, as amended from
time to time and in terms of our engagement agreed with you, we further report that:

(a) The Restated Statement of Assets and Liabilities for the financial year ended on March 31, 2023, 2022 and
2021 examined by us, as set out in Annexure I to this report, is prepared by the Company and approved by the

F-1
 Board of Directors. These Restated Summary Statement of Assets and Liabilities have been arrived at after
making such adjustments and regroupings of the financial statements, as in our opinion were appropriate and
more fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV to
XXXIV to this Report.

(b) The Restated Statement of Profit and Loss of the Company for the period ended June 30, 2023 as well as
financial year ended on March 31, 2023, 2022 and 2021 examined by us, as set out in Annexure II to this
report, is prepared by the Company and approved by the Board of Directors. These Restated Summary
Statement of Profit and Loss have been arrived at after making such adjustments and regroupings of the
financial statements, as in our opinion were appropriate and more fully described in Significant Accounting
Policies and Notes to Accounts as set out in Annexure IV to XXXIV to this Report.

(c) The Restated Statement of Cash Flows of the Company for the period ended June 30, 2023 as well as
financial year ended on March 31, 2023, 2022 and 2021, examined by us, as set out in Annexure III to this
report, is prepared by the Company and approved by the Board of Directors. These Restated Summary
Statement of Cash Flows have been arrived at after making such adjustments and regroupings of the financial
statements, as in our opinion were appropriate and more fully described in Significant Accounting Policies and
Notes to Accounts as set out in Annexure IV to XXXIV to this Report.

As a result of these adjustments, the amounts reported in the above-mentioned statements are not necessarily the
same as those appearing in the audited financial statements of the Company for the relevant financial years.

5) Based on the above, as per the reliance placed by us on the audited financial statements of the Company and report
thereon given by the Statutory Auditor of the Company for the period ended June 30, 2023 as well as financial year
ended on March 31, 2023, 2022 and 2021, and to the best of our information and according to the explanation
given to us, we are of the opinion that Restated Financial Statement:

(a) have been made after incorporating adjustments for the changes in accounting policies retrospectively in
respective financial years to reflect the same accounting treatment as per the changed accounting policies for
all the reporting periods based on the significant accounting policies adopted by the Company as at March 31,
2023.

(b) have been made after incorporating adjustments for prior period and other material amounts, if any, in the
respective financial years to which they relate to;

(c) do not contain any extra ordinary items that need to be disclosed separately other than those presented in the
Restated Financial Statement and do not contain any qualification requiring adjustments;

(d) There were no qualifications in the Audit Reports issued by the Statutory Auditors for the period ended June
30, 2023 as well as financial year ended March 31, 2023, 2022 and 2021 which would require adjustments in
this Restated Financial Statements of the Company;

(e) Restated Summary Statement of Profits and losses have been arrived at after charging all expenses including
depreciation and after making such adjustments/restatements and regroupings as in our opinion are appropriate
and are to be read in accordance with the Significant Accounting Polices and Notes to Accounts as set out in
Annexure IV to XXXIV to this report;

(f) Adjustments in Restated Summary Statements have been made in accordance with the correct accounting
policies,

(g) There was no change in accounting policies, which needs to be adjusted in the Restated Summary Statements;

(h) There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Statements;

(i) The Company has not paid any dividend since its incorporation.

F-2
6) We have also examined the following other Restated Financial Information as set out in the respective Annexure’s
to this report and forming part of the Restated Financial Statement, prepared by the management of the Company
and approved by the Board of Directors of the company for the period ended June 30, 2023 as well as financial
year ended March 31, 2023, 2022 and 2021 proposed to be included in the Draft Red Herring Prospectus/Red
Herring Prospectus/Prospectus (“Offer Document”) for the proposed IPO:

1. Statement of Share Capital, as restated in Annexure V to this report.

2. Statement of Reserves & Surplus, as restated in Annexure VI to this report.

3. Statement of Long-Term Borrowings, as restated in Annexure VII to this report.

4. Statement of Deferred Tax Liabilities, as restated in Annexure VIII to this report.

5. Statement of Long-Term Provisions, as restated in Annexure IX to this report.

6. Statement of Short-Term Borrowings as restated in Annexure X to this report.

7. Statement of Trade Payables as restated in Annexure XI to this report.

8. Statement of Other Current Liabilities as restated in Annexure XII to this report.

9. Statement of Short-Term Provisions as restated in Annexure XIII to this report.

10. Statement of Plant, Property & Equipment and Intangible Assets, as restated in Annexure XXVI to this report.

11. Statement of Long-Term Loans & Advances as restated in Annexure XIV to this report.

12. Statement of Inventories as restated in Annexure XV to this report.

13. Statement of Trade Receivables as restated in Annexure XVI to this report.

14. Statement of Cash and Cash Equivalents as restated in Annexure XVII to this report.

15. Statement of Short-Term Loans and Advances as restated in Annexure XVIII to this report.

16. Statement of Other Current Assets as restated in Annexure XIX to this report.

17. Statement of Revenue from Operations as restated in Annexure XX to this report.

18. Statement of Other Income as restated in Annexure XXI to this report.

19. Statement of Cost of Operation as restated in Annexure XXII to this report.

20. Statement of Change in Inventory of Stock-in-Trade and Finished Goods as restated in Annexure XXIII to
this report.

21. Statement of Employee Benefit Expenses as restated in Annexure XXIV to this report.

22. Statement of Finance Cost as restated in Annexure XXV to this report.

23. Statement of Depreciation & Amortization as restated in Annexure XXVI to this report.

24. Statement of Other Expenses as restated in Annexure XXVII to this report.

25. Statement of Related Party Transactions as restated in Annexure XXVIII to this report.

F-3
 26. Statement of Reconciliation of Restated Profit after Tax, Restated Equity/Net worth, as restated in Annexure
XXIX to this report.

27. Statement of Capitalization as restated in Annexure XXX to this report.

28. Statement of Other Financial Information as restated in Annexure XXXI to this report.

29. Statement of Tax Shelter as restated in Annexure XXXII to this report.

30. Statement of Contingent Liabilities as restated in Annexure XXXIII to this report.

31. Statement of Accounting Ratios as restated in Annexure XXXIV to this report.

7) We, Goel Mintri & Associates, Chartered Accountants hold a valid peer review certificate issued by the “Peer
Review Board” of the Institute of Chartered Accountants of India(“ICAI”).

8) The preparation and presentation of the Financial Statements referred to above are based on the Audited financial
statements of the Company and are in accordance with the provisions of the Act and ICDR Regulations. The
Financial Statements and information referred to above is the responsibility of the management of the Company.

9) This report should not in any way be construed as a re-issuance or re-dating of any of the previous audit reports
issued by us, nor should this report be construed as an opinion on any of the Consolidated Financial Information
referred to herein.

10) We have no responsibility to update our report for events and circumstances occurring after the date of the report.

11) In our opinion, the above Restated Financial Statements contained in Annexure I to III to this report read along
with the ‘Significant Accounting Policies and Notes to the Financial Statements’ appearing in Annexure IV to
XXXIV after making adjustments and regrouping/reclassification as considered appropriate and have been
prepared in accordance with the provisions of Section 26 and 32 of the Companies Act, 2013 read with the
Companies (Prospectus and Allotment of Securities) Rules 2014, to the extent applicable, the SEBI Regulations,
the Guidance Note issued in this regard by the ICAI, as amended from time to time, and in terms of our
engagement agreed with you.

12) Our report is intended solely for use of the Management and for inclusion in the offer documents in connection
with the proposed SME IPO of equity shares of the Company and is not to be used, referred to or distributed for
any other purpose except with our prior written consent.

For M/s Goel Mintri & Associates

Chartered Accountants
FRN: 013211N

Sd/-
Name : Gopal Dutt
Designation : Partner
Membership No.: 520858

Date: 25/10/2023
Place: Delhi
UDIN: 23520858BGUKPJ5349

F-4
 Annexure - I
KALYANI CAST-TECH LIMITED
(Formerly known as KALYANI CASH-TECH PRIVATE LIMITED)
CIN:U26990DL2012PLC242760

RESTATED STATEMENT OF ASSETS & LIABILITIES

(Rs. in Lakhs)
Particulars Note No. As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
I. EQUITY AND LIABILITIES
1 Shareholders’ Funds
(a) Share Capital 2 501.45 501.45 501.45 501.45
(b) Reserves and Surplus 3 1216.20 922.56 118.77 1.44
2 Non-Current liabilities
(a) Long-term Borrowings 4 255.94 203.37 241.55 284.86
(b) Deferred Tax Liabilities (Net) 5 (9.06) (8.75) (7.71) (8.21)
(c) Long-term Provisions 6 16.43 10.61 4.74 2.01

3 Current Liabilities
(a) Short-term Borrowings 7 325.99 138.69 28.32 213.68
(b) Trade Payables 8
(i) Due to Micro, Small and Medium Enterprises
(ii) Dues to Other than MSME 296.28 278.59 436.41 304.82
(c) Other Current Liabilities 9 352.01 163.25 275.99 67.83
(d) Short-term Provisions 10 103.94 210.42 0.02 0.01

TOTAL 3059.18 2420.19 1599.54 1367.88

II. ASSETS
1 Non-current Assets
(a) Property, Plant & Equipment & Intangible Assets 11
(i) Property, Plant & Equipment 619.04 535.17 561.03 432.63
(ii) Intangible Assets 0.01 0.01 0.02 0.04
(iii) Capital Work-in-progress 32.25 19.87 - -
(b) Long-term Loans and Advances 12 29.45 29.45 29.46 29.37

2 Current Assets
(a) Inventories 13 899.53 972.48 248.43 587.04
(b) Trade Receivables 14 415.06 161.91 607.43 233.22
(c) Cash and Cash Equivalents 15 901.36 539.74 138.00 11.50
(d) Short Term Loans & Advances 16 79.57 82.69 11.19 27.03
(e) Other Current Assets 17 82.91 78.87 3.96 47.04

TOTAL 3059.18 2420.19 1599.54 1367.88

The accompanying notes 1 - 26 are integral part of financial statements

As per our report of even date

For M/s Goel Mintri & Associates For & on behalf of the board of directors of
Chartered Accountants KALYANI CAST-TECH LIMITED
(FR No. 013211N)

Sd/- Sd/- Sd/-

GOPAL DUTT NARESH KUMAR JAYASHREE KUMAR
(PARTNER) (Managing Director) (Whole-Time Director)
Membership No. 520858 DIN N0.:03302133 DIN N0.:02933321

Sd/- Sd/-
Place: Delhi AMIT KUMAR PANKAJ KUMAR
Date: 25/10/2023 (CFO) (Company Secretary)

F-5
 Annexure - II
KALYANI CAST-TECH LIMITED
(Formerly Known as KALYANI CAST-TECH PRIVATE LIMITED)
CIN:U26990DL2012PLC242760

RESTATED STATEMENT OF PROFIT & LOSS

(Rs. in Lakhs)
For the period For the year ended For the year ended For the year ended
Particulars Note No.
ended 30.06.2023 31.03.2023 31.03.2022 31.03.2021

Revenue from operations 18 2464.08 6327.01 4945.34 1120.01

Other income 19 3.77 9.44 1.78 15.25

Total Income 2467.85 6336.46 4947.12 1135.26

Expenses:
Cost of Materials Consumed 20 1768.17 5212.04 4103.82 1365.58
Change in Inventory of Stock in Trade, W-I-P and
Finished Goods 21 172.76 (512.30) 374.36 (427.66)
Employee Benefit Expenses 22 57.67 103.32 73.66 38.59
Finance Cost 23 2.07 17.76 31.19 27.33
Depreciation and Amortization Expenses 24 15.39 71.03 60.53 53.67
Other Expenses 25 55.20 362.88 178.08 60.94
Total Expenses 2071.25 5254.74 4821.64 1118.45

Profit before Exceptional Items 396.60 1081.72 125.49 16.81

Exceptional Items - - - -

Profit/(Loss) before Tax 396.60 1081.72 125.49 16.81

Tax Expenses:
Current Tax 103.25 278.97 7.66 -
Deferred Tax (0.30) (1.04) 0.50 (18.55)

Profit/(Loss) for the year 293.64 803.79 117.33 35.36

Earnings per equity share (EPS) :
Basic (in Rs.) * 5.86 16.03 2.34 0.76
Diluted (in Rs.) * 5.86 16.03 2.34 0.76
* Note: Basic and Diluted EPS for FY 2023-24 (i.e, 01/04/2023 to 30/06/2023) not annualised

The accompanying notes 1 - 26 are integral part of financial statements

As per our report of even date

For M/s Goel Mintri & Associates For & on behalf of the board of directors of
Chartered Accountants KALYANI CAST-TECH LIMITED
(FR No. 013211N)

Sd/- Sd/- Sd/-

GOPAL DUTT NARESH KUMAR JAYASHREE KUMAR
(PARTNER) (Managing Director) (Whole-Time Director)
Membership No. 520858 DIN N0.:03302133 DIN N0.:02933321

Sd/- Sd/-
AMIT KUMAR PANKAJ KUMAR
Place: Delhi (CFO) (Company Secretary)
Date: 25/10/2023

F-6
 Annexure - III
KALYANI CAST-TECH LIMITED
(Formerly known as KALYANI CAST-TECH PRIVATE LIMITED)
CIN:U26990DL2012PLC242760
RESTATED CASH FLOW STATEMENT
(Rs. in Lakhs)
For the Period ended For the Year ended For the Year ended For the Year ended
Particulars
30.06.2023 31.03.2023 31.03.2022 31.03.2021
A CASH FLOW FROM OPERATING ACTIVITIES:
Net Profit before tax 396.60 1081.72 125.49 16.81
Depreciation & Amortisation 15.39 71.03 60.53 53.67
Finance Cost 2.07 17.76 31.19 27.33
Loss/(Profit) on Sale of Property, Plant & Equipments - - - -
Provision for Gratuity 6.47 5.89 2.73 1.37
Interest Income (3.77) (9.41) (1.16) -
Operating Profit before Working Capital Charges 416.76 1166.99 218.78 99.19
Adjusted for:
Inventories 72.95 (724.05) 338.61 (1.43)
Trade receivables (253.15) 445.53 (374.21) 82.05
Long Term Loans & Advances - 0.02 (0.09) 12.06
Short Term Loans & Advances 3.13 (71.51) 15.85 (24.53)
Other Current Assets (4.05) (74.90) 43.08 23.11
Trade Payable 17.69 (157.82) 131.60 (162.07)
Other Current Liabilities 188.76 (112.74) 208.16 9.85
Cash Generated From Operations 442.08 471.51 581.77 38.22
Payment of Income Tax (Net of Refund) (210.39) (68.58) (7.66) -

Net Cash generated/ (used in) from Operating Activities (A) 231.69 402.93 574.10 38.22

B CASH FLOW FROM INVESTING ACTIVITIES:

Purchase of Property, Plant & Equipment (99.26) (45.16) (188.91) (49.44)
Capital Work In Progress (12.38) (19.87) - -
Sale of Property, Plant & Equipment - - - -
Purchase/(Sale) of Investments - - - -
Interest Income 3.77 9.41 1.16 -
Net Cash generated/ (used in) from Investing Activities (B) (107.87) (55.62) (187.74) (49.44)

C CASH FLOW FROM FINANCING ACTIVITIES:

Finance Cost (2.07) (17.76) (31.19) (27.33)
Proceeds From Issue of Shares - - - 50.00
Movement of Long Term Borrowings 52.57 (38.18) (43.31) (93.86)
Movement Short term borrowings 187.30 110.36 (185.35) 49.44
Net Cash generated/ (used in) from Financing Activities (C) 237.80 54.42 (259.86) (21.75)
Net Increase/(Decrease) in Cash and Cash Equivalents
(A+B+C) 361.62 401.73 126.50 (32.97)
Cash and Cash Equivalents at the beginning of the year 539.74 138.00 11.50 44.48
Cash and Cash Equivalents at the end of the year 901.36 539.74 138.00 11.50

Note :-
1. Components of Cash & Cash Equivalent
Particulars As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
a. Balances with banks
- Current Accounts 901.30 537.75 116.49 0.79
b. Cash on hand (As certified by the management) 0.06 1.99 21.52 10.71
Total 901.36 539.74 138.00 11.50

2. The above cash flow statement has been prepared under the indirect method set out in AS-3 issued by the Institute of Chartered Accountants of India.
3. Figures in Brackets represents outflow.

The accompanying notes 1 - 26 are integral part of financial statements

As per our report of even date

For M/s Goel Mintri & Associates For & on behalf of the board of directors of
Chartered Accountants KALYANI CAST-TECH LIMITED
(FR No. 013211N)

Sd/- Sd/- Sd/-

GOPAL DUTT NARESH KUMAR JAYASHREE KUMAR
(PARTNER) (Managing Director) (Whole-Time Director)
Membership No. 520858 DIN No.:03302133 DIN No.:02933321

Sd/- Sd/-
AMIT KUMAR PANKAJ KUMAR
Place: Delhi (CFO) (Company Secretary)
Date: 25/10/2023

F-7
 Annexure - IV
KALYANI CAST-TECH LIMITED
(Formerly known as KALYANI CAST-TECH PRIVATE LIMITED)
CIN:U26990DL2012PLC242760
CORPORATE INFORMATION
Kalyani Cast Tech Limited is now a "Public" company domiciled in India and incorporated on 26th day of September, 2012
under provisions of the Companies Act, 1956 applicable in India. Its authorized share Capital Rs. 7,15,00,000/- and paid-up
share Capital is Rs. 5,01,45,000. The registered office of the Company is situated at B-144, 2nd Floor, DDA Shed, Okhla
Inustrial Area (O.I.A), Phase-1, Delhi-110020.

Kalyani Cast Tech Limited, a Company which was engaged in a buisness of Manufacturing of Container, Class of Foundry,
Casting of Steel & Iron and Railway parts in India. At present, Company was mainly active in Container manufacturing like
Cargo Containers, Double Stack Containers, Dwarf Containers, etc, and casting of Steel & Iron including finished
components. It was actively working on improving its working ability, production and quality for strengthen & increase its
market share with aim a to become leading company of India.

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

1.1 Basis of preparation of financial statements
(a) The financial statements are prepared in accordance with Generally Accepted Accounting Principles (Indian
GAAP) under the historical cost convention on accrual basis and on principles of going concern. The accounting
policies are consistently applied by the Company.
(b) The financial statements are prepared to comply in all material respects with the Accounting Standards
specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and provisions
of Companies Act, 2013.
(c) The preparation of the financial statements requires estimates and assumptions to be made that affect the
reported amounts of assets and liabilities on the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Differences between the actual results and estimates are
recognized in the period in which the results are known / materialize.

1.2 Revenue Recognition

(a) Revenue is recognized to the extent that it is probable that the economic benefits will flow to the Company
and the revenue can be reliably measured.
(b) Sales are recognized on accrual basis, and only after transfer of goods or services to the customer.
(c) Dividend on Investments are recognized on receipt basis.
(d) Interest income is recognized on a time proportion basis taking into account the amount outstanding and the
rate applicable.

1.3 Property, Plant & Equipment & Depreciation

(a) Fixed Assets are stated at Cost less accumulated depreciation. The Company has capitalized all cost relating
to the acquisition and installation of Fixed Assets.
(b) Depreciation on Property, Plant & Equipments has been charged on written down value method in accordance
with useful lifes and rates specified in Schedule II of the "Companies Act,2013". Depreciation on Assets purchase
or sold during the year is taken on prorata basis.
(c) Cost of the fixed assets not ready for their intended use at the Balance Sheet date together with all related
expenses are shown as Capital Work-in-Progress.

1.4 Impairment of Assets

The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment
based on internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset
exceeds its recoverable amount. The recoverable amount is the higher of the asset's net selling price and value in
use, which is determined by the present value of the estimated future cash flows.

1.5 Investments
Investments classified as long-term investments are stated at cost. Provision is made to recognize any diminution
other than temporary in the value of such investments. Current investments are carried at lower of cost and fair
value.

1.6 Inventories
Inventories consisting of Raw Materials, Finished Goods are valued at lower of cost and net realizable value.

F-8
 1.7 Employee Benefits
(a) Defined Contribution Plan:
Contributions as per the Employees' Provident Funds and Miscellaneous Provisions Act, 1952 towards provident
fund and pension fund are charged to the Statement of Profit and Loss for the year when the contributions to the
respective funds are due. There is no other obligation other than the contribution payable to the respective funds.

(b) Defined Benefit Plan:

Gratuity being unfunded and are provided based on actuarial valuation made at the end of each financial year
using the projected unit credit method.

1.8 Borrowing Costs

(a) Borrowing costs that are directly attributable to the acquisition of qualifying assets are capitalized for the
period until the asset is ready for its intended use. A qualifying asset is an asset that necessarily takes substantial
period of time to get ready for its intended use.
(b) Other Borrowing costs are recognized as expense in the period in which they are incurred.

1.9 Taxes on Income

Tax expense comprises of current tax and deferred tax.
Current income tax is measured at the amount expected to be paid to the tax authorities, computed in accordance
with the applicable tax rates and tax laws.
Deferred Tax arising on account of "timing differences" and which are capable of reversal in one or more
subsequent periods is recognized, using the tax rates and tax laws that are enacted or substantively enacted.
Deferred tax asset is recognized only to the extent there is reasonable certainty with respect to reversal of the same
in future years as a matter of prudence.

1.10 Earnings per Share (EPS)

(a) Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the period.
(b) For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for the
effects of all dilutive potential equity shares.

1.11 Prior Period Items

Prior Period and Extraordinary items and Changes in Accounting Policies having material impact on the financial
affairs of the Company are disclosed in financial statements.

1.12 Provisions / Contingencies

(a) Provision involving substantial degree of estimation in measurements is recognized when there is a present
obligation as a result of past events and it is probable that there will be an outflow of resources.
(b) Contingent Liabilities are shown by way of notes to the Accounts in respect of obligations where, based on the
evidence available, their existence at the Balance Sheet date is considered not probable.
(c) A Contingent Asset is not recognized in the Accounts.

1.13 Segment Reporting

A. Business Segments:
Based on the guiding principles given in Accounting Standard 17 (AS - 17) on Segment Reporting issued by
ICAI, the Company has only one reportable Business Segment, which is Sale of Goods and services relating to
Containers, Foundary and Casting of Steel & Iron and Railway Parts. Accordingly, the figures appearing in these
financial statements relate to the Company's single Business Segment.

B. Geographical Segments:
The Company activities / operations are confined to India and as such there is only one geographical segment.
Accordingly, the figures appearing in these financial statements relate to the Company's single geographical
segment.

F-9
 NOTES TO RESTATED FINANCIAL INFORMATION

NOTE 2
SHARE CAPITAL
Annexure - V
As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
Particulars
Rs. In Lakhs Rs. In Lakhs Rs. In Lakhs Rs. In Lakhs
Authorised
71,50,000 Equity Shares of Rs.10/- each 715.00 715.00 - -
51,50,000 Equity Shares of Rs.10/- each - - 515.00 515.00

Issued, Subscribed & Fully Paid-up

50,14,500 Equity Shares of Rs.10/- each fully paidup 501.45 501.45 501.45 501.45

Total 501.45 501.45 501.45 501.45

The Authorised Capital was increased from 51,50,000 equity shares of Rs. 10 each to 71,50,000 equity shares of Rs. 10 each vide resolution passed in the meeting of
Shareholder's dated 22nd October, 2022

NOTE 2A : Reconciliation of the shares outstanding at the beginning and at the end of the reporting period

Particulars As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021

Shares outstanding at the beginning of the year 50,14,500 50,14,500 50,14,500 45,14,500
Shares Issued during the year - - - 5,00,000
Shares bought back during the year - - - -
Shares outstanding at the end of the year 50,14,500 50,14,500 50,14,500 50,14,500

NOTE 2B: Term/rights attached to equity shares:

The Company has only one class of equity shares having a par value of Rs10 per share. Holder of each equity share is entitled to one vote. The Company declares and pays dividends in
Indian Rupees. The dividend proposed by the board of directors is subject to the approval of shareholders at the ensuing Annual General Meeting.

In the event of liquidation of the Company, the holders of equity shares will be entitled to receive remaining assets of the Company, after distribution of all preferential amounts. The
distribution to equity shareholders will be in proportion to the number of equity shares held by the shareholders.

NOTE 2C : Shares held by Promoter and Promoter Group at the end of the period
% Change during the
% of total As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021 period
Sl. No. Promoter Name
shares No. of Shares No. of Shares No. of Shares No. of Shares
1 Naresh Kumar 41.30% 20,71,000 20,71,000 20,71,000 20,71,000 NIL
2 Javed Aslam 19.94% 10,00,000 10,00,000 10,00,000 10,00,000 NIL
3 Nathmal Bangani 2.49% 1,25,000 1,25,000 1,25,000 - NIL
4 Kamala Kumari Jain 1.84% 92,500 92,500 92,500 - NIL
5 Muskan Bangani 1.25% 62,500 62,500 62,500 - NIL
Total 66.83% 33,51,000 33,51,000 33,51,000 30,71,000 NIL

NOTE 2D : The details of Shareholders holding more than 5% shares:

As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021

Sl.No Name of Shareholder % of Holding
No. of Shares held No. of Shares held No. of Shares held No. of Shares held

1 Naresh Kumar 41.30% 20,71,000 20,71,000 20,71,000 20,71,000

2 Visisth Services Limited 19.34% 9,70,000 9,70,000 9,70,000 11,50,000
3 Javed Aslam 19.94% 10,00,000 10,00,000 10,00,000 10,00,000
4 Jayashree Kumar 7.49% 3,75,500 3,75,500 3,75,500 3,75,500

NOTE 2E : Holding Company

Name of Company : NA
No. of Shares held : NA
% of Holding : NA

NOTE 3
RESERVE & SURPLUS Annexure - VI
(Rs. In Lakhs)
Particulars As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
a. Securities Premium Reserve
Opening Balance - - - -
Add : Securities premium credited on Share issue - - - -
Closing Balance - - - -

b. Surplus/(Deficit) in Statement of Profit & Loss

Opening balance 922.56 118.77 1.44 (33.28)
Add/(Less): Net Profit/(Net Loss) for the current year 293.64 803.79 117.33 35.36
Less : Earlier year Gratuity (Refer Note No 26I) - - - (0.64)
Closing Balance 1216.20 922.56 118.77 1.44

Total 1216.20 922.56 118.77 1.44

F - 10
NOTE 4
LONG TERM BORROWINGS Annexure - VII
(Rs. In Lakhs)
Particulars As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
(i) SECURED LOANS
Term Loan from Bank 54.95 59.54 77.02 141.54
(Secured by Way of Hypothecation of Plant & Machinery,Stock,FD and Book Debts &
Personal Gurantee of the Promoter)
Term Loan from Bank 21.94 24.34 34.92 17.59
(Secured against Hyptothecation of Vehicle)
Total (i) 76.89 83.89 111.94 159.12
(ii) UNSECURED LOANS
Repayble on Demand
From Directors - - 1.59 1.98
From Shareholder 25.10 75.10 75.10 87.50
From NBFC 182.72 72.72 81.25 86.28
Total (ii) 207.82 147.82 157.93 175.76
Total (i)+(ii) 284.71 231.70 269.87 334.88

(iii) Less: Current Maturities of Long Term Debts (Refer Note No. 7) (28.77) (28.34) (28.32) (50.02)

Total (i) + (ii) - (iii) 255.94 203.37 241.55 284.86

Particulars As at 31.03.2023 As at 31.03.2022 As at 31.03.2021

As at 30.06.2023
(Rs. in Lakhs) (Rs. in Lakhs) (Rs. in Lakhs)
Details of Secured Loans from Bank :-
1 Working Capital Term Loan repayble in 36 Months - - - 85.54
2 Emergency Credit Line Guarantee Scheme repayble in 37 monthly Installments
after 12 months moratorium period 26.95 31.54 49.02 56.00
3 Emergency Credit Line Guarantee Scheme (Extension) repayble in 36 monthly
Installments after 24 months moratorium period 28.00 28.00 28.00 -
4 Motor Car Loan repayble in 60 monthly Installments - 0.18 2.29 4.22
5 Truck Loan repayble in 47 monthly Installments 5.87 6.78 10.22 13.37
6 Truck Loan repayble in 48 monthly Installments 16.07 17.38 22.41 -
7 Unsecured Loan from Visisth Services Limited repayble on demand at 12% p.a. 32.72 72.72 81.25 81.85
Unsecured Loan from Sahanubhuti Consultants Pvt. Ltd. repayble on demand at 12%
8
p.a. - - - 4.43
9 Unsecured Loan from Abans Finance Pvt. Ltd. repayble on demand at 12% p.a. 150.00 - - -
The interest rate on borrowoings taken ranges from 8.00% to 10.00%.

NOTE 5
DEFFERED TAX LIABILITIES / (ASSETS) (NET) Annexure - VIII
(Rs. In Lakhs)
Particulars As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
Fixed assets: Impact of difference between tax depreciation and depreciation/ amortization
(7.43) (7.27) (7.03) (7.86)
charged for the financial reporting.
Unabsorbed Depreciation carried forward. - - - -
Deferred tax in lieu of Gratuity (1.63) (1.48) (0.69) (0.35)
Total (9.06) (8.75) (7.71) (8.21)

NOTE 6
LONG TERM PROVISIONS Annexure - IX
(Rs. In Lakhs)
Particulars As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
Provision for Employees:
Provision for Gratuity (Refer Note - 26A) 16.43 10.61 4.74 2.01
Total 16.43 10.61 4.74 2.01

NOTE 7
SHORT TERM BORROWINGS Annexure - X
(Rs. In Lakhs)
Particulars As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
Secured
Current Maturities of Long Term debt 28.77 28.34 28.32 50.02
Cash Credit From HDFC Bank 297.22 110.35 - 163.66
(Against Hypothecation of Plant & Machinery,FD,Stock and Book Debts upto Rs. 6Cr. (4Cr.
Cash Credit + 2Cr. CGTMSE))
Total 325.99 138.69 28.32 213.68

F - 11
NOTE 8
TRADE PAYABLES Annexure - XI
(Rs. In Lakhs)
Particulars As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
Micro, Small and Medium Enterprise - - - -
From Others 296.28 278.59 436.41 304.82
Total 296.28 278.59 436.41 304.82

PARTICULARS Ageing Schedule of Trade Payable

Less than 6 Total
6 months- 1 year 1-2 years 2-3 yrs More Than 3 yrs
months
As on 30.06.2023 265.84 - 18.83 11.61 - 296.28
As on 31.03.2023 182.55 - 96.05 - - 278.59
As on 31.03.2022 338.81 97.61 - - - 436.41
As on 31.03.2021 193.13 111.06 0.63 - - 304.82

NOTE 9
OTHER CURRENT LIABILITIES Annexure - XII
(Rs. In Lakhs)
Particulars As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
Statutory Dues 45.94 4.58 36.68 1.41
Advance from Customers 237.67 101.91 181.16 22.47
Other Expenses Payable 68.40 56.76 58.15 43.95
Total 352.01 163.25 275.99 67.83

NOTE 10
SHORT TERM PROVISIONS Annexure - XIII
(Rs. In Lakhs)
Particulars As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
Provision for Others:
Provision for Income Tax 103.25 210.39 - -
Provision for Employees:
Provision for Gratuity (Refer Note - 26A) 0.68 0.03 0.02 0.01
Total 103.94 210.42 0.02 0.01

NOTE 12
LONG TERM LOANS AND ADVANCES Annexure - XIV
(Rs. In Lakhs)
Particulars As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021

A. Security Deposit
(Unsecured, considered good)
For Electricity 11.35 11.35 11.35 13.02
For Business Arangement
To Related Parties ( Refer Note No - 26B) - - - -
To Others 5.43 5.43 7.19 14.15
16.78 16.78 18.54 27.17
B. Fixed Deposit
(Lien for Bank Guarantee) 12.67 12.67 10.92 2.20
12.67 12.67 10.92 2.20

Total 29.45 29.45 29.46 29.37

NOTE 13
INVENTORIES Annexure - XV
(Rs. In Lakhs)
Particulars As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
(As Valued & certified by the Management)
Raw Materials 506.68 406.88 195.13 159.38
Work-in-Progress 347.07 379.77 18.24 319.48
Finished Goods 45.78 185.83 35.07 108.18

Total 899.53 972.48 248.43 587.04

F - 12
NOTE 14
TRADE RECEIVABLES Annexure - XVI
(Rs. In Lakhs)
Particulars As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
Unsecured
`- Undisputed - Considered Good 389.98 136.83 581.48 233.22
`- Undisputed - Considered Doubtful - - 0.88 -
`- Disputed - Considered Good 25.08 25.08 25.08 -
`- Disputed - Considered Doubtful - - - -
Total 415.06 161.91 607.43 233.22

Ageing Schedule of Trade Receivable

PARTICULARS Less than 6 Total
6 months- 1 year 1-2 years 2-3 yrs More Than 3 yrs
months
As on 30.06.2023 381.66 1.11 4.25 2.96 25.08 415.06
As on 31.03.2023 116.47 14.98 2.41 2.96 25.08 161.91
As on 31.03.2022 572.65 0.88 8.47 25.43 - 607.43
As on 31.03.2021 107.88 1.99 104.35 19.00 - 233.22

NOTE 15
CASH AND CASH EQUIVALENTS Annexure - XVII
(Rs. In Lakhs)
Particulars As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
a. Balances with banks
- Current Accounts 10.40 40.24 116.49 0.79
- Other Bank Balances (Fixed Deposits) 890.89 497.50 - -

b. Cash on hand (As certified by the management) 0.06 1.99 21.52 10.71

Total 901.36 539.74 138.00 11.50

NOTE 16
SHORT TERM LOANS AND ADVANCES Annexure - XVIII
(Rs. In Lakhs)
Particulars As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
(Unsecured, considered good)
a. Loans
To Related Parties - - - -
- - - -
(Recoverable in Cash or in Kind or value to be received)
b. Advances
Advance to Suppliers 79.57 60.12 11.19 14.63
Advance to Others - 22.57 - 12.40
Advance to Related Parties - - - -
79.57 82.69 11.19 27.03

Total 79.57 82.69 11.19 27.03

NOTE 17
OTHER CURRENT ASSETS Annexure - XIX
(Rs. In Lakhs)
Particulars As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
Interest Accrued but not due - - - -

Recoverable from Govt Authorities

Advance Income Tax and TDS 48.83 - - -
GST (TDS) receivable - - - 4.59
GST Input - 68.39 - 41.72
Income Tax Refund 2.78 2.78 3.25 0.74

Other Receivables 26.61 0.11 0.52 -

Prepaid Expenses 4.70 7.58 0.20 -
Total 82.91 78.87 3.96 47.04

F - 13
NOTE 18
REVENUE FROM OPERATIONS Annexure - XX
(Rs. In Lakhs)
Particulars For the period ended For the year ended For the year ended For the year ended
30.06.2023 31.03.2023 31.03.2022 31.03.2021
Sale of Products
Domestic Sales 2464.08 5197.45 4940.65 1107.89
Export Sales - 1123.46 - -

Other Operating Revenue

Freight Outward - 6.10 4.69 12.12

Total 2464.08 6327.01 4945.34 1120.01

NOTE 19
OTHER INCOME Annexure - XXI
(Rs. In Lakhs)
For the period ended For the year ended For the year ended For the year ended
Particulars
30.06.2023 31.03.2023 31.03.2022 31.03.2021
Recurring and Related to Business
Interest on Fixed Deposits (Including FDR, Lien for Bank Gurantee) 3.77 8.93 0.81 -
Interest on Security Deposits - 0.48 0.35 -

Non- Recurring and Not Related to Business

Interest on Income Tax Refund - 0.03 0.01 -
Sundry Balance Written Off - - - 1.97
Foreign Exchange Fluctuation (Net) - - 0.61 13.28
Total 3.77 9.44 1.78 15.25

NOTE 20
COST OF MATERIAL CONSUMED Annexure - XXII
(Rs. In Lakhs)
Particulars For the period ended For the year ended For the year ended For the year ended
30.06.2023 31.03.2023 31.03.2022 31.03.2021
Opening Stock of Raw materials 406.88 195.13 159.38 585.61
Add: Purchases of Raw Materials
`- Domestic 1551.67 4484.72 3445.63 682.64
`- Import 16.75 - 33.60 126.86
1975.31 4679.85 3638.61 1395.11
Less: Closing Stock of Raw Materials 506.68 406.88 195.13 159.38
Add; Manufacturing Expenses 299.55 939.07 660.33 129.85
Total 1768.17 5212.04 4103.82 1365.58

NOTE 21
CHANGE IN INVENTORY OF STOCK-IN-TRADE, W-I-P AND FINISHED GOODS Annexure - XXIII
(Rs. In Lakhs)
Particulars For the period ended For the year ended For the year ended For the year ended
30.06.2023 31.03.2023 31.03.2022 31.03.2021
Opening Stock of ;
Finished Goods 185.83 35.07 108.18 -
Work-in-progress 379.77 18.24 319.48 -
Stock-in-Trade - - - -
565.60 53.31 427.66 -
Closing Stock of ;
Finished Goods 45.78 185.83 35.07 108.18
Work-in-progress 347.07 379.77 18.24 319.48
Stock-in-Trade - -
Add; Manufacturing Expenses 392.85 565.60 53.31 427.66
Total ( A - B ) 172.76 (512.30) 374.36 (427.66)

NOTE 22
EMPLOYEE BENEFITS EXPENSE Annexure - XXIV
(Rs. In Lakhs)
For the period ended For the year ended For the year ended For the year ended
Particulars
30.06.2023 31.03.2023 31.03.2022 31.03.2021
Salaries & Wages 36.36 57.16 52.44 32.91
Bonus to Employees - 4.52 - 0.25
Directors Remuneration 12.50 24.00 8.00 -
Contribution to ESI & PF 1.04 3.94 3.28 2.82
Employees Welfare Expense 1.29 7.82 7.21 1.24
Gratuity Expenses (Refer Note 27A) 6.47 5.89 2.73 1.37
Total 57.67 103.32 73.66 38.59

F - 14
NOTE 23
FINANCE COST Annexure - XXV
(Rs. In Lakhs)

For the period ended For the year ended For the year ended For the year ended
Particulars
30.06.2023 31.03.2023 31.03.2022 31.03.2021
Interest on Term Loan 1.34 6.16 16.96 8.09
Interest on CC Limit 0.29 0.81 12.90 9.44
Interest on Vehicle Loan 0.44 2.29 1.33 0.66
Interest on Unsecured Loans - 8.51 - 9.14
Total 2.07 17.76 31.19 27.33

NOTE 24
DEPRECIATION & AMORTIZATION EXPENSES Annexure - XXVI
(Rs. In Lakhs)

For the period ended For the year ended For the year ended For the year ended
Particulars
30.06.2023 31.03.2023 31.03.2022 31.03.2021
Depreciation on Porperty, Plant & Equipments 15.38 71.02 60.51 53.64
Amortization on Intangible Assets 0.00 0.01 0.02 0.03
Total 15.39 71.03 60.53 53.67

NOTE 25
OTHER EXPENSES Annexure - XXVII
(Rs. In Lakhs)

For the period ended For the year ended For the year ended For the year ended
Particulars
30.06.2023 31.03.2023 31.03.2022 31.03.2021
Auditors Remuneration * (Refer Details Below) 0.50 1.55 1.55 1.55
Bank Charges 0.56 5.37 8.06 0.84
Bad Debts - 2.18 19.28 -
Business Promotion Expenses 0.25 6.96 4.63 -
Conveyance Expenses - 1.69 5.57 -
Car Running & Maintenance Expenses 2.05 5.73 4.78 -
Donation 0.21 2.72 - 0.21
EDP Expenses 0.29 0.71 2.05 -
Factory Licenses Fees 1.25 0.27 - -
Festival Expenses - 0.44 3.35 0.39
Foreign Exchange Fluctuation (Loss) 0.26 19.75 - -
Freight & Carriage Outward 10.75 98.96 30.15 24.10
Generator Running & Maintainance 2.12 14.37 11.50 -
Inspection charges - 39.96 26.85 5.84
Insurances Expenses 1.63 0.40 2.71 0.73
Interest on TCS & TDS 0.31 0.46 - 0.04
Late Fee & Interest on GST - 10.25 0.27 0.27
Late Fees on PF & ESI - - - 0.34
Legal Expenses 1.50 5.70 2.00 -
Professional Fees 12.05 74.31 22.93 4.19
Material Rejected Fees - - 12.57 10.37
Miscellaneous Expense 0.63 2.21 0.76 0.80
Registration charges 0.45 1.72 0.44 2.04
Printing & Stationary Expenses 0.02 1.81 2.55 0.15
Prior Period Expenses 1.06 1.51 0.22 -
Radiography Expenses - 0.40 2.22 3.05
Railway Recovering Expenses - - - 0.46
Rent of Land 5.80 23.05 - -
Repiar & Maintenance
-Plant & Machinery 2.48 9.16 3.88 0.44
-Vehicles 0.65 1.84 1.79 1.35
-Others 0.34 1.86 2.16 2.65
ROC Expenses 0.86 1.99 0.10 0.33
Statutory Payments (Under GST) - 2.37 0.42 -
Short & Excess 0.11 1.85 4.64 -
-Domestic - 0.68 0.21 -
-Foregin 8.99 14.65 - -
Uniform Expenses - 5.65 - -
Warehouse Service Expenses 0.08 - 0.18 0.65
Website Expense 0.35 0.26 0.15
Total 55.20 362.88 178.08 60.94

*Details of Payment to Auditors (Rs. In Lakhs)

For the period ended For the year ended For the year ended For the year ended
Particulars
30.06.2023 31.03.2023 31.03.2022 31.03.2021

Payments to the auditor As auditors

For Statutory Audit 50,000.00 1,55,000.00 1,55,000.00 1,55,000.00
Total 50,000.00 1,55,000.00 1,55,000.00 1,55,000.00

F - 15
 KALYANI CAST-TECH LIMITED
(Formerly known as KALYANI CAST-TECH PRIVATE LIMITED)
CIN:U26990DL2012PLC242760
NOTE 11
PROPERTY, PLANT & EQUIPMENTS
(Rs. In Lakhs)
As on 30.06.2023
GROSS BLOCK DEPRECIATION NET BLOCK
Particulars As at Additions Disposal As at As at For the Adjustment As at As at As at
01.04.2023 30.06.2023 01.04.2023 Year 30.06.2023 30.06.2023 31.03.2023
Tangible Assets
Land 94.26 - - 94.26 - - - - 94.26 94.26
Land & Developments 50.33 - - 50.33 - - - - 50.33 50.33
Building 315.34 - - 315.34 159.67 3.68 - 163.35 151.99 155.67
Plant & Machineries 543.74 97.97 - 641.71 350.72 8.72 - 359.44 282.27 193.02
Furniture & Fittings 2.30 - - 2.30 1.05 0.06 - 1.10 1.19 1.25
Motor Vehicles 44.86 - - 44.86 21.80 1.77 - 23.57 21.28 23.06
Office Equipments 5.97 1.02 - 6.99 3.01 0.36 - 3.37 3.62 2.96
Computers 3.45 - - 3.45 2.22 0.19 - 2.41 1.03 1.23
Electrical Fittings 65.68 0.27 - 65.95 52.28 0.61 - 52.89 13.06 13.40
Total (A) 1125.92 99.26 - 1225.18 590.75 15.38 - 606.14 619.04 535.17
Intangible Assets
Software 0.18 - - 0.18 0.17 0.00 - 0.17 0.01 0.01
Total (B) 0.18 - - 0.18 0.17 0.00 - 0.17 0.01 0.01
Grand Total (A + B) 1126.10 99.26 - 1225.36 590.92 15.39 - 606.30 619.05 535.18
Previous Year 1080.94 45.16 - 1126.10 519.89 71.03 - 590.92 535.18 561.05
Capital Work-inProgress# 19.87 12.38 - 32.25 - - - - 32.25 19.87

As on 31.03.2023
GROSS BLOCK DEPRECIATION NET BLOCK
Particulars As at Additions Disposal As at As at For the Adjustment As at As at As at
01.04.2022 31.03.2023 01.04.2022 Year 31.03.2023 31.03.2023 31.03.2022
Tangible Assets
Land 94.26 - - 94.26 - - - - 94.26 94.26
Land & Developments 50.33 - - 50.33 - - - - 50.33 50.33
Building 307.39 7.96 - 315.34 143.58 16.09 - 159.67 155.67 163.81
Plant & Machineries 508.72 35.02 - 543.74 311.78 38.94 - 350.72 193.02 196.94
Furniture & Fittings 2.30 - - 2.30 0.77 0.28 - 1.05 1.25 1.52
Motor Vehicles 44.86 - - 44.86 11.48 10.32 - 21.80 23.06 33.37
Office Equipments 4.40 1.57 - 5.97 1.34 1.68 - 3.01 2.96 3.07
Computers 3.10 0.35 - 3.45 1.46 0.76 - 2.22 1.23 1.64
Electrical Fittings 65.41 0.27 - 65.68 49.32 2.96 - 52.28 13.40 16.09
Total (A) 1080.76 45.16 - 1125.92 519.73 71.02 - 590.75 535.17 561.03
Intangible Assets
Software 0.18 - - 0.18 0.16 0.01 - 0.17 0.01 0.02
Total (B) 0.18 - - 0.18 0.16 0.01 - 0.17 0.01 0.02
Grand Total (A + B) 1080.94 45.16 - 1126.10 519.89 71.03 - 590.92 535.18 561.05
Previous Year 892.03 188.91 - 1080.94 459.36 60.53 - 519.89 561.05 432.67
Capital Work-inProgress# - 19.87 - 19.87 - - - - 19.87 -

F - 16
 As on 31.03.2022
GROSS BLOCK DEPRECIATION NET BLOCK
Particulars As at Additions Disposal As at As at For the year Adjustment As at As at As at
01.04.2021 31.03.2022 01.04.2021 31.03.2022 31.03.2022 31.03.2021
Tangible Assets
Land 51.57 42.69 - 94.26 - - - - 94.26 51.57
Land & Developments 50.33 - - 50.33 - - - - 50.33 50.33
Building 275.81 31.58 - 307.39 129.42 14.16 - 143.58 163.81 146.39
Plant & Machineries 425.06 83.66 - 508.72 275.47 36.31 - 311.78 196.94 149.59
Furniture & Fittings 1.85 0.45 - 2.30 0.50 0.27 - 0.77 1.52 1.35
Motor Vehicles 20.23 24.63 - 44.86 6.92 4.56 - 11.48 33.37 13.31
Office Equipments 1.39 3.01 - 4.40 0.41 0.93 - 1.34 3.07 0.98
Computers 1.79 1.30 - 3.10 0.40 1.06 - 1.46 1.64 1.39
Electrical Fittings 63.82 1.59 - 65.41 46.10 3.23 - 49.32 16.09 17.72
Total (A) 891.85 188.91 - 1080.76 459.22 60.51 - 519.73 561.03 432.63
Intangible Assets
Software 0.18 - - 0.18 0.14 0.02 - 0.16 0.02 0.04
Total (B) 0.18 - - 0.18 0.14 0.02 - 0.16 0.02 0.04
Grand Total (A + B) 892.03 188.91 - 1080.94 459.36 60.53 - 519.89 561.05 432.67
Previous Year 842.59 49.44 - 892.03 405.70 53.67 - 459.36 432.67 436.89
Capital Work-inProgress# - - - - - - - - - -

As on 31.03.2021
GROSS BLOCK DEPRECIATION NET BLOCK
Particulars As at Additions Disposal As at As at For the year Adjustment As at As at As at
01.04.2020 31.03.2021 01.04.2020 31.03.2021 31.03.2021 31.03.2020
Tangible Assets
Land 25.17 26.40 - 51.57 - - - - 51.57 25.17
Land & Developments 50.33 - - 50.33 - - - - 50.33 50.33
Building 271.02 4.79 - 275.81 114.55 14.86 - 129.42 146.39 156.46
Plant & Machineries 420.43 4.63 - 425.06 243.04 32.44 - 275.47 149.59 177.39
Furniture & Fittings 1.85 - - 1.85 0.20 0.30 - 0.50 1.35 1.64
Motor Vehicles 8.82 11.41 - 20.23 5.23 1.69 - 6.92 13.31 3.59
Office Equipments 1.00 0.39 - 1.39 0.14 0.27 - 0.41 0.98 0.86
Computers 0.77 1.03 - 1.79 0.11 0.29 - 0.40 1.39 0.66
Electrical Fittings 63.03 0.79 - 63.82 42.30 3.79 - 46.10 17.72 20.72
Total (A) 842.41 49.44 - 891.85 405.58 53.64 - 459.22 432.63 436.83
Intangible Assets
Software 0.18 - - 0.18 0.12 0.03 - 0.14 0.04 0.06
Total (B) 0.18 - - 0.18 0.12 0.03 - 0.14 0.04 0.06
Grand Total (A + B) 842.59 49.44 - 892.03 405.70 53.67 - 459.36 432.67 436.89
Previous Year 783.73 58.86 - 842.59 346.96 58.73 - 405.70 436.89 436.77
Capital Work-inProgress# - - - - - - - - - -

#Capital WIP ageing schedule

Amount in CWIP for a period of Total
CWIP Less than 1 More than 3
1-2 years 2-3 years
year years
Projects in Progress
As at 30.06.2023 32.25 - - - 32.25
As at 31.03.2023 19.87 - - - 19.87
As at 31.03.2022 - - - - -
As at 31.03.2021 - - - - -

F - 17
 Annexure - IV
ADDITIONAL NOTES TO RESTATED FINANCIAL INFORMATION
NOTE 26A- GRATUITY
The Company has a defined benefit gratuity plan. Every employee who has completed five years or more of services is entitled to gratuity on terms as per the provisions of the
Payment of Gratuity Act,1972. The scheme is unfunded.
30-06-2023 31-03-2023 31-03-2022 31-03-2021
(Rs.) (Rs.) (Rs.) (Rs.)
i) Net employee expense/(benefit).
Current service cost 2.11 5.18 2.03 1.01
Interest cost on benefit obligation 0.20 0.33 0.13 0.04
Past service cost - - -
Net Actuarial (gain)/loss recognized in the year 4.16 0.38 0.58 0.33
Total employer expenses recognized in the Statement of Profit and Loss 6.47 5.89 2.73 1.37

ii) Benefit Asset/(Liability)

Defined benefit obligation (17.12) (10.64) (4.75) (2.02)
Fair Value of plan assets - - - -
Benefit Asset/ (liability) (17.12) (10.64) (4.75) (2.02)

ii) Benefit Asset/(Liability)

Current Liability (0.68) (0.03) (0.02) (0.01)
Non-Current Liability (16.43) (10.61) (4.74) (2.01)
Benefit Asset/ (liability) (17.12) (10.64) (4.75) (2.02)

iii) Movement in benefit liability

Opening defined benefit obligation 10.64 4.75 2.02 0.64
Current service cost 2.11 5.18 2.03 1.01
Interest Cost 0.20 0.33 0.13 0.04
Plan Amendments Cost/(Credit) - - - -
Benefits paid - - - -
Actuarial (gains)/losses on obligation 4.16 0.38 0.58 0.33
Closing benefit obligation 17.12 10.64 4.75 2.02

iv) The principal actuarial assumption are as follows

Discount rate 7.45% 7.45% 6.96% 6.27%
Salary increase 8.00% 8.00% 8.00% 8.00%
Withdrawal rates 10.00% 10.00% 10.00% 10.00%
Normal age of retirement 60 Years 60 Years 60 Years 60 Years

v) Amounts for the current year and previous period are as follows 30.06.23 31.03.23 31.03.22 31.03.21
(Rs.) (Rs.) (Rs.) (Rs.)
Gratuity
Defined Benefit Obligation (17.12) (10.64) (4.75) (2.02)
Plan Assets - - - -
Surplus/(Deficit) - - - -
Experience adjustments on plan liabilities Not Available* Not Available* Not Available* Not Available*

NOTE 26B- DEFERRED TAX (Rs. In Lakhs)

2023-2024
Particulars 2022-2023 2021-2022 2020-2021
(Apr-Jun)
WDV of Depreciable Assets as per Companies Act, 2013 378.37 390.58 416.46 330.77
WDV of Depreciable Assets as per Income Tax Act, 1961 407.87 419.47 444.37 362.02
Differential Net Timing Difference [A] (29.51) (28.89) (27.91) (31.25)
Unabsorbed Losses [B] - - - -
Provision for Gratuity [C] (6.47) (5.89) (2.73) (1.37)
Substantively Enacted Tax Rate [D] 25.17% 25.17% 25.17% 25.17%
Closing Net Deferred Tax Liability [(A+B+C) X D] (9.06) (8.75) (7.71) (8.21)
Opening Net Deferred Tax Liability (8.75) (7.71) (8.21) 10.34
Reversal of Deferrred Tax Liability - - - -
Deferred Taxes Debited / (Credited) to the Statement of Profit & Loss (0.30) (1.04) 0.50 (18.55)
(9.06) (8.75) (7.71) (8.21)

NOTE 26C - BASIC AND DILUTED EARNINGS PER SHARE (Rs. In Lakhs)
2023-2024
Particulars 2022-2023 2021-2022 2020-2021
(Apr-Jun)
Profit after Tax Rs. In Lakhs 293.64 803.79 117.33 35.36
Present Number of equity shares of Rs. 10/- each Nos. 50,14,500 50,14,500 50,14,500 50,14,500
Weighted average number of Equity shares Nos. 50,14,500 50,14,500 50,14,500 46,81,167
Basic earnings per share * Rupees 5.86 16.03 2.34 0.76
Diluted Earning per Share * Rupees 5.86 16.03 2.34 0.76

* Note: Basic and Diluted EPS for FY 2023-24 (i.e, 01/04/2023 to 30/06/2023) not annualised

NOTE 26D - Earning and Expenditure in Foreign curreny (Rs. In Lakhs)

FY 2022-23
Particulars FY 2022-23 FY 2021-22 FY 2020-21
(Apr-Jun)
Earnings in Foreign Currency - 1123.46 - -

Expenditure in Foreign Currency 21.14 7.89 33.60 126.86

`- For Purchase 16.75 - 33.60 126.86
`- For Fees - 3.95 - -
`- For Travelling 4.38 3.94 - -

F - 18
NOTE 26E - Contingent Liabilities not provided for (Rs. In Lakhs)
i) Outstanding Capital Commitment not acknowledged as debt is `Rs. Zero (Net of Advance) as on 30.06.2023.

ii) Following table lays down the Contingent Liabilities of the Company as on 31/03/2023:-
Sl. No. Particulars Financial Year Demand Status
1 Income Tax Demand 2015-16 1.06 Paid on 24/04/2023
2 TDS Demand 2014-15 0.06 Pending
3 TDS Demand 2020-21 1.43 Pending
4 TDS Demand 2023-24 0.62 Pending
5 Litigation with DHVBN 29.77 Pending for Judgment
6 Litigation with Guruco Ispat 1.00 Pending for Judgment

The company has opted for new Income Tax regime u/s 115BAA from the Financial Year 2019 - 20, as it is view of the management that the same is more beneficial to the company.
Moreover, management is also having the view that company will not be able to utilize the MAT credit and hence the same has also been written off during the year.

NOTE 26F- Company has not received the declaration from its all vendors regarding their status under Micro, Small and Medium Enterprises

Medium Enterprises Development Act, 2006 and hence disclosures has been made only for the parties from whome the declaration has been received. In respect of other vendors from
whom declaration has not been received disclosure has not been made for those which have not been received disclosure has not been made.

NOTE 26G -

The company has changed its accouting policy, w.r.t employee benefit as gratuity with effect from 01.04.2020, from payment basis to accrual basis as per acturial valuation report for
the compliance of AS-15 issues by the ICAI. Due to such change gratuity liability as on 31.03.2020 amouting to Rs. 0.64 Lakhs has been adjusted with surplus in statement of profit &
loss under the head reserve & surplus and thereafter gratuity expenses is provided as current year expenses in the statement of profit & loss.

NOTE 26H -
Medium Enterprises Development Act, 2006 and hence disclosures has been made only for the parties from whome the declaration has been received. In respect of other vendors from
whom declaration has not been received disclosure has not been made for those which have not been received disclosure has not been made.

NOTE 26I -

Party’s Balance with respect to the Trade Receivables, Trade & Other Payables, Loans & advances are subject to confirmation/reconciliation. In the opinion of management , the same
are receivable/ payable as stated in the books of accounts. Hence, no effect on the profitability due to the same for the year under review.

NOTE 26J -
COVID-19, a global pandemic has resulted in a significant decrease in the economic activities across the world including India. This has affected activities of organizations across the
economic ecosystem impacting earnings prospects of Companies on Property, Plant and Equipment, Inventory, Production activities & Current Assets including Trade Receivables in
the sector in which the company operates.

The management has carried out current assessment of the potential impact of Covid-19 on the company and is of the view that there is no impact on the Property, Plant and
Equipment, Inventory, Production activities & Current Assets including Trade Receivables. The company's capital and liquidity position remain strong to sustain its operations and
there have been no changes to the company's internal financial control during this pandemic.

However, the impact assessment is continuous process and will continue to monitor for any material changes to the future economic conditions.

NOTE 26K -
Previous year's figure have been regrouped/rearranged whenever necessary to conform to the current year's presentation.

For M/s Goel Mintri & Associates For & on behalf of the board of directors,
Chartered Accountants
(FR No. 013211N)

Sd/- Sd/- Sd/-

GOPAL DUTT NARESH KUMAR JAYASHREE KUMAR
(PARTNER) (Managing Director) (Whole-Time Director)
Membership No. 520858 DIN N0.:03302133 DIN N0.:02933321

Sd/- Sd/-
AMIT KUMAR PANKAJ KUMAR
(CFO) (Company Secretary)
Place: Delhi
Date: 25/10/2023

F - 19
 STATEMENT OF RELATED PARTY TRANSACTIONS
Annexure XXVIII
A. List of Related parties

Sl. No. Name Relation

Key Mangerial Personnel
1 Mr. Naresh Kumar Managing Director
2 Mrs. Jayashree Kumar Whole-Time Director
3 Mr. Devender Kumar Non-Executive Director
4 Mr. Kumar Sharat Chandra Non-Executive Independent Director
5 Mr. Sanjeev Negi Non-Executive Independent Director
6 Mr. Amit Kumar Chief Financial Officer
7 Mr. Pankaj Kumar Company Secretary & Compliance Officer

Relative of Key Mangerial Personnel

8 Mrs. Seema Yadav Relative of KMP
9 Mr. Pradyut Kumar Relative of KMP
10 Mr. Satpal Singh Relative of KMP

Enterprises having Significant Influence

11 Techlog Support Services Pvt. Ltd. KMP have significant influence over the entity
12 Techlog Engineering Works Pvt. Ltd. KMP have significant influence over the entity
13 JNK Works Pvt. Ltd. KMP have significant influence over the entity

AS ON 30.06.2023
A. Transactions with Related Parties during the year Holding Enterprises having
Director Relative of KMP
Nature of Transactions Company Significant Influence
Remuneration / Salary Paid 12.50 2.91 - -
Legal Fees 1.50 - - -
Loan Taken - - - -
Loan Taken Refunded - - - -
Loan Given - - - -
Loan refund received - - - -
Interest Received - - - -
Rent Paid 5.80 - - -
Maintenance Charges Paid - - - -
Electricity Charges paid - - - -
Purchase - 1.56 - -

B. Outstanding Balances Holding Enterprises having

Director Relative of KMP
Nature of Transactions Company Significant Influence
Remuneration / Salary Payable 3.63 0.95 - -
Legal Fees Payable 0.68 - - -
Loan Taken - - - -
Loan Given - - - -
Rent Payable - - - -
Maintenance Charges Payable - - - -
Electricity Charges Payable - - - -

AS ON 31.03.2023
A. Transactions with Related Parties during the year
Holding Enterprises having
Director Relative of KMP
Nature of Transactions Company Significant Influence
Remuneration / Salary Paid 24.00 10.30 - -
Legal Fees 5.70 - - -
Loan Taken - - - -
Loan Taken Refunded 1.59 - - -
Loan Given - - - -
Loan refund received - - - -
Interest Received - - - -
Rent Paid 23.05 - - -
Maintenance Charges Paid - - - -
Electricity Charges paid - - - -
Purchase - - - -

B. Outstanding Balances
Holding Enterprises having
Director Relative of KMP
Nature of Transactions Company Significant Influence
F - 20
Remuneration / Salary Payable 2.67 0.93 - -
Legal Fees Payable 0.53 - - -
Loan Taken - - - -
Loan Given - - - -
Rent Payable - - - -
Maintenance Charges Payable - - - -
Electricity Charges Payable - - - -

AS ON 31.03.2022
A. Transactions with Related Parties during the year Holding Enterprises having
Director Relative of KMP
Nature of Transactions Company Significant Influence
Remuneration / Salary Paid 8.00 16.35 - -
Legal Fees 2.00 - - -
Loan Taken - - - -
Loan Taken Refunded 0.39 - - -
Loan Given - - - -
Loan refund received - - - -
Interest Received - - - -
Rent Paid - - - -
Maintenance Charges Paid - - - -
Electricity Charges paid - - - -
Purchase of Services - 0.30 - -

B. Outstanding Balances Holding Enterprises having

Director Relative of KMP
Nature of Transactions Company Significant Influence
Remuneration / Salary Payable 1.49 2.08 - -
Legal Fees Payable 0.20 - - -
Loan Taken 1.59 - - -
Loan Given - - - -
Rent Payable - - - -
Maintenance Charges Payable - - - -
Electricity Charges Payable - - - -

AS ON 31.03.2021
A. Transactions with Related Parties during the year Holding Enterprises having
Director Relative of KMP
Nature of Transactions Company Significant Influence
Remuneration Paid - - - -
Legal Fees - - - -
Loan Taken 1.55 - - -
Loan Taken Refunded 89.93 - - -
Loan Given - - - -
Loan refund received - - - -
Interest Received - - - -
Rent Paid - - - -
Maintenance Charges Paid - - - -
Electricity Charges paid - - - -
Purchase of Services - 1.20 - -

B. Outstanding Balances Holding Enterprises having

Director Relative of KMP
Nature of Transactions Company Significant Influence
Remuneration Payable - - - -
Legal Fees Payable - - - -
Loan Taken 1.98 - - -
Loan Given - - - -
Rent Payable - - - -
Maintenance Charges Payable - - - -
Electricity Charges Payable - - - -

F - 21
 Annexure XXIX
Restated Statement of Adjustments to Audited Financial Statements

(i) Reconciliation of Restated Profit:

The reconciliation of Profit after tax as per audited financial statements and the Profit after tax as per Restated financial statements is presented below. This summarizes the results of
restatements made in the audited accounts for the respective years/ period and its impact on the profit / loss of the company

For the year ended For the year ended 31st For the year ended 31st For the year ended
Particulars
30th June'23 March'23 March'22 31st March'21
Profit after tax as per audited/ re-audited financial statements 295.13 805.08 130.06 26.05
(i) Adjustments on account of change in accounting policies: - - - -
(ii) Other material adjustments: - - - -
Employee benefit expenses - Gratuity - - (2.73) (1.37)
Prior Period Gratuity - 4.75 - -
Finance cost - (4.16) - -
Income tax adjustments related to earlier years - - - -
Deferred tax adjustment (1.48) (1.88) (10.00) 10.69
Preliminary Exps written off - - - -
(iii) Audit Qualifications: - - - -
Restated profit after tax 293.64 803.79 117.33 35.36

(ii) Reconciliation of Restated Shareholders Funds:

The reconciliation of Shareholder's funds as per audited financial statements and Shareholder's funds as per Restated financial statements is presented below. This summarizes the
results of restatements made in the audited accounts for the respective years/ period and its impact on Shareholder's funds of the company.
Particulars As at 30th June'23 As at 31st March'23 As at 31st March'22 As at 31st March'21
Shareholder's funds as per Audited/ Re-audited financial statements 1724.49 1429.37 624.28 494.22
(i) Adjustments on account of change in accounting policies: - - - -
(ii) Differences carrired over pertaining to changes in Profit/ Loss due to
Restated Effect for the period covered in Restated Financial (5.36) (4.06) 8.67 -
(iii) Differences pertaining to changes in Profit/ Loss due to Restated
Effect for the period covered in Restated Financial (1.48) (1.29) (12.73) 9.31
(iv) Other material adjustments # : - - - -
Employee benefit expenses - - - (0.64)
Depreciation and amortization expense - - - -
Finance cost - - - -
Income tax adjustments related to earlier years - - - -
Goodwill Written off -
Deferred tax adjustment - - - -
Prelimianry Exps Adjustment - - - -
(v) Audit Qualifications: - - - -
Restated Shareholder's funds 1717.65 1424.01 620.22 502.89

F - 22
 Annexure XXX
STATEMENT OF CAPITALISATION
Pre-Offer Post-Offer
PARTICULARS
30.06.2023 30.06.2023
Debt
- Short Term Debt 297.22 297.22
- Long Term Debt 284.71 284.71
Total Debt 581.92 581.92
Shareholders' Fund (Equity)
- Share Capital 501.45 718.05
- Reserves & Surplus 1216.20 3671.82
Total Shareholders' Fund (Equity) 1717.65 4389.87
Long Term Debt / Equity (In Ratio) 0.17 0.06
Total Debt / Equity (In Ratio) 0.34 0.13
Notes:-
1. Short Term Debts represent which are expected to be paid/payable within 12 months and exclude
installments of Term Loans repayable within 12 months.
2. Long Term Debts represent debts other than Short Term Debts as defined above but include
installments of Term Loans repayable within 12 months grouped under other current liabilities.
3. The figures disclosed above are based on restated statement of Assets and Liabilities of the
Company as at 30/06/2023.
4. The post issue capitalization will be determined only after the completion of the allotment of
Equity Shares.

F - 23
 Annexure XXXI
OTHER FINANCIAL INFORMATION
As at As at As at
Particulars As at 30.06.2023
31.03.2023 31.03.2022 31.03.2021
Net Worth (A) 1717.65 1424.01 620.22 502.89
Earnings Before Interest, Tax, Depreciation and Amortisation
414.05 1170.51 217.21 97.81
(EBITDA)
Restated Profit after tax 293.64 803.79 117.33 35.36
Add: Prior Period Item 1.06 1.51 0.22 -
Adjusted Profit after Tax(B) 294.70 805.30 117.55 35.36
Number of Equity Share outstanding as on
50,14,500 50,14,500 50,14,500 50,14,500
the End of Year/Period (C)
Weighted average no of Equity shares as on the
end of the period year(D)
- Pre Bonus (D(i)) 50,14,500 50,14,500 50,14,500 46,81,167
- Post Bonus (D(ii)) 50,14,500 50,14,500 50,14,500 46,81,167
Face Value per Share 10.00 10.00 10.00 10.00
Restated Basic & Diluted Earnings Per Share (Rs.) (B/D)
- Pre Bonus (B/D(i)) 5.88 16.06 2.34 0.76
- Post Bonus (B/D(ii)) 5.88 16.06 2.34 0.76
Return on Net worth (%) (B/A) 17.10% 56.45% 18.92% 7.03%
Net asset value per share (A/D(i)) (Pre Bonus) 34.25 28.40 12.37 10.74
Net asset value per share (A/D(ii)) (Post Bonus) 34.25 28.40 12.37 10.74
Notes:-
1. The ratios have been Computed as per the following formulas
(i) Basic Earnings per Share
Restated Profit after Tax available to equity shareholders
Weighted average number of equity shares outstanding at the
end of the year / period

(ii) Net Asset Value (NAV) per Equity Share

Restated Net Worth of Equity Share Holders
Number of equity shares outstanding at the
end of the year / period

(iii) Return on Net worth (%)

Restated Profit after Tax available to equity shareholders
Restated Net Worth of Equity Share Holders

2. EBITDA represents Earnings (or Profit/ (Loss)) before Finance Costs, Income Taxes, and Depreciation and Amortization Expenses.
Extraordinary and Exceptional Items have been considered in the calculation of EBITDA as they were expense items.

3. Net Profit as restated, as appearing in the Statement of Profit and Losses, has been considered for the purpose of computing the above
ratios. These ratios are computed on the basis of the Restated Financial Information of the Company.

4. Earnings per share calculations are done in accordance with Accounting Standard 20 "Earning per Share", issued by the Institute of
Chartered Accountants of India.
5. Weighted average number of Equity Shares is the number of Equity Shares outstanding at the beginning of the period adjusted by the
number of Equity Shares issued during period multiplied by the time weighting factor. The time weighting factor is the number of days for
which the specific shares are outstanding as a proportion of total number of days during the period.

F - 24
 Annexure XXXII
RESTATED STATEMENT OF TAX SHELTER
(Rs. In Lakhs)
Particulars As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
Net Profit/(Loss) before taxes (A) 396.60 1081.72 125.49 16.81
Tax Rate Applicable % 25.17% 25.17% 25.17% 25.17%
Minimum Alternate Taxes (MAT)
Adjustments
Add: Depreciation as per Companies act 15.39 71.03 60.53 53.67
Add: Disallowance under Income Tax Act, 1961 13.05 25.57 5.15 1.58
Less: Taxable under other heads of income (3.77) (9.44) (1.17) -
Less: Depreciation as per Income Tax Act, 1961 (14.77) (69.88) (63.66) (54.29)
Less: Deductions under Income Tax Act, 1961
Less : Deffered Tax Credit Adjusted for computation of Tax under
- - - -
115JB of Income Tax Act
Net Adjustments(B) 9.90 17.28 0.84 0.97
Business Income (A+B) 406.50 1099.00 126.33 17.78
Income from Capital Gains
Sale Consideration - - - -
Less: Cost of Accquisition - - - -
Long/ Short Term Capital Gain - - - -
Less: Brought Forward Capital Gain - - - -
Income from Other Sources (Interest Income) 3.77 9.44 1.17 -
Interest on Income Tax Refund - - - -
Interest on security Deposit - - - -
Damages and claims received - - - -
Gross Total/ Taxable Income 410.26 1108.44 127.51 17.78
Less: Deductions U/S 80JJAA - - - -
Net Total/ Taxable Income 410.26 1108.44 127.51 17.78
Less; Carry forward Business Losses 19.97 17.78
Unabsorbed Depreciation - - 77.09 -
Total Adjustment - - 97.06 17.78
Total Taxable Income 410.26 1108.44 30.45 -
Tax Payable as per Normal Rate - - - -
Tax Payable as per Special Rate: 103.25 278.97 7.66 -
Interest payable on above - - - -
Tax as per Income Tax (C) 103.25 278.97 7.66 -
Adjusted Book Profits for Computation of MAT U/s 115JB - - - -
Tax Payable as per Minimum Alternate Tax U/S
- - - -
115 JB of the Income Tax Act,1961
Interest Payable on above - - - -
Ta as per MAT (D) - - - -
Net Tax (Higher of C & D) 103.25 278.97 7.66 -
Current tax as per restated Statement of Profit & Loss 103.25 278.97 7.66 -

F - 25
 Annexure - XXXIII
RESTATED STATEMENT OF CONTINGENT LIABILITIES
(Rs In Lakhs)
Particulars As at 30.06.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
Claims against the company not acknowledged as
Unascertainable Unascertainable Unascertainable Unascertainable
Debts
Bank Guarantee (Financial) NIL NIL NIL NIL
Bank Guarantee (Performance) NIL NIL NIL NIL
Income Tax Demand 1.06 1.06 NIL NIL
TDS Demand 2.11 2.52 NIL NIL
Sales Tax Demand NIL NIL NIL NIL
Other moneys for which the Company is contingently liable 30.77 30.77 NIL NIL
Commitments (to the extent not provided for) NIL NIL NIL NIL
Estimated amount of contracts remaining to be executed on capital
NIL 65.26 NIL NIL
account and not provided for
Uncalled liability on shares and other investments partly paid NIL NIL NIL NIL
Other commitments NIL NIL NIL NIL
Total 33.93 99.61 NIL NIL

F - 26
 Restated Statement of Accounting Ratios
Annexure XXXIV
As at As at As at
Particulars As at 30.06.2023
31.03.2023 31.03.2022 31.03.2021

Current Assets [A] 2378.43 1835.69 1009.02 905.84

Current Liabilities [B] 1078.21 790.96 740.74 586.33
Current Ratio [A / B] 2.21 2.32 1.36 1.54

Debt [A] 581.92 342.05 269.87 498.54

Equity [B] 1717.65 1424.01 620.22 502.89
Debt - Equity Ratio [A / B] 0.34 0.24 0.44 0.99

Earnings available for debt service [A] 414.05 1170.51 217.21 97.81
Debt Service [B] 30.84 46.10 59.52 77.35
Debt - Service Coverage Ratio [A / B] 13.43 25.39 3.65 1.26

Net Profit after Tax [A] 293.64 803.79 117.33 35.36

Average Shareholder's Equity [B] 1570.83 1022.11 561.56 460.53
Return on Equity Ratio [A / B] 0.19 0.79 0.21 0.08

Cost of Goods Sold [A] 1940.93 4699.75 4478.18 937.92

Average Inventory [B] 936.01 610.46 417.74 586.33
Inventory Turnover Ratio [A / B] 2.07 7.70 10.72 1.60

Net Credit Sales [A] 2464.08 6327.01 4945.34 1120.01

Average Trade Receivables [B] 288.48 384.67 420.33 274.25
Trade Receivables Turnover Ratio [A / B] 8.54 16.45 11.77 4.08

Net Credit Purchase [A] 1568.43 4484.72 3479.24 809.50

Average Trade Payables [B] 287.44 357.50 370.62 152.41
Trade Payables Turnover Ratio [A / B] 5.46 12.54 9.39 5.31

Net Sales [A] 2464.08 6327.01 4945.34 1120.01

Current Assets 2378.43 1835.69 1009.02 905.84
Current Liabilities 1078.21 790.96 740.74 586.33
Average Working Capital [B] 1172.47 656.50 293.90 633.69
Net Capital Turnover Ratio [A / B] 2.10 9.64 16.83 1.77

Net Profit [A] 293.64 803.79 117.33 35.36

Net Sales [B] 2464.08 6327.01 4945.34 1120.01
Net Profit Ratio [A / B] 0.12 0.13 0.02 0.03

Earning before interest and taxes [A] 398.66 1099.48 156.68 44.14
Capital Employeed [B] 1973.59 1627.37 861.77 787.75
Capital Employeed = Total Assets + Total Debt + Deffered Tax 1973.59 1627.37 861.77 787.75
Return on Capital Employeed [A / B] 0.20 0.68 0.18 0.06

Net Return on Investment [A] - - - -

Final Value of Investment - - - -
Initial Value of Investment - - - -
Cost of Investment [B] - - - -
Return on Investment [A / B] - - - -

F - 27
 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our
Financial Statements as Restated which is included in this Prospectus. The following discussion and analysis of our
financial condition and results of operations is based on our Financial Statements as Restated for the period ended
June 30, 2023 and for the Financial Years ended March 31, 2023, March 31, 2022 and March 31, 2021 including the
related notes and reports, included in this Prospectus is prepared in accordance with requirements of the Companies
Act, 2013 and restated in accordance with the SEBI (ICDR) Regulations, 2018, which differ in certain material
respects from IFRS, U.S. GAAP and GAAP in other countries. Our Financial Statements, as restated have been
derived from our audited statutory financial statements. Accordingly, the degree to which our Financial Statements as
Restated will provide meaningful information to a prospective investor in countries other than India is entirely
dependent on the reader’s level of familiarity with Indian GAAP, Companies Act, SEBI Regulations and other relevant
accounting practices in India.

This discussion contains forward looking statements and reflects our current views with respect to future events and
financial performance. Actual results may differ materially from those anticipated in these Forward-Looking
Statements as a result of certain factors such as those described under chapters titled “Risk Factors” and “Forward
Looking Statements” beginning on pages 28 and 22, respectively of this Prospectus.

Our Financial Year ends on March 31 of each year. Accordingly, all references to a particular Financial Year are to
the 12 months ended March 31 of that year.

Our Company was originally incorporated on September 26, 2012 as a private limited Company under the name and style
of “Kalyani Cast-Tech Private Limited” under the provisions of Companies Act, 1956 with the Registrar of Companies,
National Capital Territory of Delhi & Haryana vide CIN U26990DL2012PTC242760. Pursuant to shareholders’
resolution passed at Extra Ordinary General Meeting held on 29th April, 2022, our Company was converted into a Public
Limited Company and the name of the Company was changed to Kalyani Cast-Tech Limited vide a fresh Certificate of
Incorporation dated June 03, 2022 issued by Registrar of Companies, Delhi. The Corporate Identification Number of our
Company is U26990DL2012PLC242760.

Kalyani Cast-Tech Limited is a cargo container manufacturing Company. It manufactures a wide product range of
castings, including finished components and are specialists in various types of cargo containers such as ISO containers
20’, 25’, 40’, 42’ and other special containers including dwarf containers, cuboid containers, special containers for parcel
cargo and containers for two & three wheelers. With an unparalleled experience, technical know-how and a state-of-the-
art manufacturing facility, Kalyani proves to be a reliable name for their clients. The company has adopted the no-bake
system of moulding and having automatic sand plant starting from knock out, screening, cooling and mixing of sand.

Our Company, with its strong technical foundations and innovative excellence has had an eventful and successful journey.
From the commissioning of first plant, we started pioneering breakthrough innovations in inline cargo in India. Within a
span of almost a decade of operations, our organization has grown many folds and expanded in terms of product portfolio,
manufacturing facility, inhouse designing and implementation excellence. As a result, we are able to have excellent clients
list who are always happy with our professional services.

Our Company is led by Mr. Naresh Kumar, Promoter and Managing Director of the Company. He has worked in Indian
Railways at lower and middle level of management. Designed and developed special containers for logistics industry
including Indian Railways. Architecture for various innovative idea in multi modal viz running of double stack container
trains and double stack dwarf container trains on IR network. Implemented use of FRP (Fiber Reinforced Plastic) flooring
in containers for the first time in the world which is giving enhanced life with lower tare weights of containers.

Leading by example, our management is behind the tremendous progress achieved by our Company. With experience
and knowledge of our professional managerial team, we have been able to grow in leaps and bounds. The strength of our
company is converting any situation into an opportunity, thus moving ahead with strong spirit and enthusiasm.

Significant developments subsequent to the last financial year

In the opinion of the Board of Directors of our Company, since the date of the last financial statements disclosed in this
Prospectus, there have not arisen 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 previous twelve months
except:

➢ The company increased its’s Authorised equity share capital from ₹ 7,15,00,000/- to ₹ 8,00,00,000/- vide resolution
passed in its members meeting dated October 28, 2023.

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➢ The company increased its’s Authorised equity share capital from ₹ 5,15,00,000/- to ₹ 7,15,00,000/- vide resolution
passed in its members meeting dated October 22, 2022.

➢ The Board of our Company has approved to raise funds through initial public offering in the Board meeting held on
July 14, 2023.

➢ The members of our Company approved proposal of Board of Directors to raise funds through initial public offering
in the extra ordinary general meeting held on July 17, 2023.

➢ Our Company was converted from a private limited company to public limited company vide resolution passed in
its members meeting dated April 29, 2022 and a fresh certificate of incorporation consequent to conversion was
issued on June 03, 2023 by the Registrar of Companies, Delhi bearing Corporate Identification Number
U26990DL2012PLC242760.

Factors affecting our results of operations

Our company’s future results of operations could be affected potentially by the following factors:

1. Experienced Promoters and Management Team

2. Scalable Business Model

3. Large & Diverse Product Portfolio

4. Integrated Manufacturing Facility

5. Well Developed Distribution Network

6. Strong Sales, Marketing and Distribution Capabilities

7. Unique Brand Positioning

8. Quality Assurance & Control

The following table set forth certain key performance indicators for the years indicated:

Key Performance Indicators of our Company

Key Financial Performance For the Period For the Financial For the Financial For the Financial
Ended Year Ended Year Ended Year Ended
June 30, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Revenue from operations(1) 2,464.08 6,327.01 4,945.34 1,120.01
EBITDA(2) 410.28 1,161.07 215.43 82.56
EBITDA Margin(3) 16.65% 18.35% 4.36% 7.37%
PAT 293.64 803.79 117.33 35.36
PAT Margin(4) 11.92% 12.70% 2.37% 3.16%
Networth(5) 1,717.65 1,424.10 620.22 502.89
RoE %(6) 18.69% 78.64% 20.89% 7.68%
RoCE% (7) 20.20% 67.56% 18.18% 5.60%
Notes:
(1)
Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements
(2)
EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses - Other Income
(3)
‘EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations
(4)
‘PAT Margin’ is calculated as PAT for the period/year divided by revenue from operations.
(5)
Net worth means the aggregate value of the paid-up share capital and reserves and surplus of the company less deferred
tax assets.
(6)
Return on Equity is ratio of Profit after Tax and Average Shareholder Equity. The ratio pertaining to period ended
June 30, 2023 is not annualised.
(7)
Return on Capital Employed is calculated as EBIT divided by capital employed, which is defined as shareholders’
equity plus long term borrowings. The ratio pertaining to period ended June 30, 2023 is not annualised.

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Explanations for KPI Metrics

KPI Explanation
Revenue from Operation Revenue from Operations is used by our management to track the revenue profile of the
business and in turn helps to assess the overall financial performance of our Company and
volume of our business in key verticals
EBITDA EBITDA provides information regarding the operational efficiency of the business
EBITDA Margin (%) EBITDA Margin (%) is an indicator of the operational profitability and financial
performance of our business
PAT Profit after tax provides information regarding the overall profitability of the business
PAT Margin (%) PAT Margin (%) is an indicator of the overall profitability and financial performance of
our business.
Net Worth Net worth is used by the management to ascertain the total value created by the entity and
provides a snapshot of current financial position of the entity.
RoE% RoE provides how efficiently our Company generates profits from Shareholders’ Funds
RoCE% ROCE provides how efficiently our Company generates earnings from the capital
employed in the business.

STATEMENT OF SIGNIFICANT POLICIES

Corporate Information:

Kalyani Cast Tech Limited is now a "Public" company domiciled in India and incorporated on 26th day of September,
2012 under provisions of the Companies Act, 1956 applicable in India. Its authorized share Capital Rs. 7,15,00,000/- and
paid-up share Capital is Rs. 5,01,45,000. The registered office of the Company is situated at B-144, 2nd Floor, DDA
Shed, Okhla Industrial Area (O.I.A), Phase-1, Delhi-110020.

Kalyani Cast Tech Limited, a Company which was engaged in a business of Manufacturing of Container, Class of
Foundry, Casting of Steel & Iron and Railway parts in India. At present, Company was mainly active in Container
manufacturing like Cargo Containers, Double Stack Containers, Dwarf Containers, etc., and casting of Steel & Iron
including finished components. It was actively working on improving its working ability, production and quality for
strengthen & increase its market share with aim a to become leading company of India.

Note 1- Significant Accounting Policies:

1.1 Basis of preparation of financial statements

(a) The financial statements are prepared in accordance with Generally Accepted Accounting Principles (Indian GAAP)
under the historical cost convention on accrual basis and on principles of going concern. The accounting policies
are consistently applied by the Company.

(b) The financial statements are prepared to comply in all material respects with the Accounting Standards specified
under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and provisions of
Companies Act, 2013.

(c) The preparation of the financial statements requires estimates and assumptions to be made that affect the reported
amounts of assets and liabilities on the date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Differences between the actual results and estimates are recognized in the
period in which the results are known / materialize.

1.2 Revenue Recognition

(a) Revenue is recognised to the extent that it is possible that, the economic benefits will flow to the company and
the revenue can be reliably estimated and collectability is reasonably assured.

(b) Sales are recognized on accrual basis, and only after transfer of goods or services to the customer.

(c) Dividend on Investments are recognized on receipt basis.

(d) Interest income is recognized on a time proportion basis taking into account the amount outstanding and the rate
applicable.

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1.3 Property, Plant & Equipment and Intangible Assets & Depreciation

(a) Fixed Assets are stated at Cost less accumulated depreciation. The Company has capitalized all cost relating to the
acquisition and installation of Fixed Assets.

(b) Depreciation is provided on Fixed Assets on Written Down Value on the basis of Useful Life as prescribed under
Part C of Schedule - II of the Companies Act, 2013.

(c) Cost of the fixed assets not ready for their intended use at the Balance Sheet date together with all related expenses
are shown as Capital Work-in-Progress.

1.4 Impairment of Assets

The carrying amounts of assets are reviewed at each balance sheet date if there is any indication of impairment based on
internal/external factors. An impairment loss is recognized wherever the carrying amount of an asset exceeds its
recoverable amount. The recoverable amount is the higher of the asset's net selling price and value in use, which is
determined by the present value of the estimated future cash flows.

1.5 Investments

Investments classified as long-term investments are stated at cost. Provision is made to recognize any diminution other
than temporary in the value of such investments. Current investments are carried at lower of cost and fair value.

1.6 Inventories

Inventories consisting of Raw Materials, Finished Goods are valued at lower of cost and net realizable value.

1.7 Employee Benefits

(a) Defined Contribution Plan:

Contributions as per the Employees' Provident Funds and Miscellaneous Provisions Act, 1952 towards provident fund
and pension fund are charged to the Statement of Profit and Loss for the year when the contributions to the respective
funds are due. There is no other obligation other than the contribution payable to the respective funds.

(b) Defined Benefit Plan:

Gratuity being unfunded and are provided based on actuarial valuation made at the end of each financial year using the
projected unit credit method.

1.8 Borrowing Costs

(a) Borrowing costs that are directly attributable to the acquisition of qualifying assets are capitalized for the period
until the asset is ready for its intended use. A qualifying asset is an asset that necessarily takes substantial period of
time to get ready for its intended use.

(b) Other Borrowing costs are recognized as expense in the period in which they are incurred.

1.9 Taxes on Income

(a) Tax expense comprises of current tax and deferred tax.

(b) Current income tax is measured at the amount expected to be paid to the tax authorities, computed in accordance
with the applicable tax rates and tax laws.

(c) Deferred Tax arising on account of "timing differences" and which are capable of reversal in one or more subsequent
periods is recognized, using the tax rates and tax laws that are enacted or substantively enacted. Deferred tax asset
is recognized only to the extent there is reasonable certainty with respect to reversal of the same in future years as a
matter of prudence

1.10 Earnings per Share (EPS)

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(a) Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity
shareholders by the weighted average number of equity shares outstanding during the period.

(b) For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period are adjusted for the effects
of all dilutive potential equity shares.

1.11 Prior Period Items

Prior Period and Extraordinary items and Changes in Accounting Policies having material impact on the financial affairs
of the Company are disclosed in financial statements.

1.12 Provisions / Contingencies

(a) Provision involving substantial degree of estimation in measurements is recognized when there is a present
obligation as a result of past events and it is probable that there will be an outflow of resources.

(b) Contingent Liabilities are shown by way of notes to the Accounts in respect of obligations where, based on the
evidence available, their existence at the Balance Sheet date is considered not probable.

(c) A Contingent Asset is not recognized in the Accounts.

1.13 Segment Reporting

A) Business Segments: Based on the guiding principles given in Accounting Standard 17 (AS - 17) on Segment
Reporting issued by ICAI, the Company has only one reportable Business Segment, which is Sale of Goods and
services relating to Containers, Foundary and Casting of Steel & Iron and Railway Parts. Accordingly, the figures
appearing in these financial statements relate to the Company's single Business Segment.

B) Geographical Segments: The Company activities / operations are confined to India and as such there is only one
geographical segment. Accordingly, the figures appearing in these financial statements relate to the Company's
single geographical segment.

Discussion on Results of Operation

The following discussion on results of operations should be read in conjunction with the Restated Audited Financial
Results of our Company for the period ended June 30, 2023 and financial years ended on March, 31 2023, March, 31 2022
and March, 31 2021.

Results of Our Standalone Operations

The following table sets forth select financial data from our financial statements as restated of profit and loss for the
period ended June 30, 2023 and financial years ended on March, 31 2023, March, 31 2022 and March, 31 2021, the
components of which are also expressed as a percentage of total revenue for such periods:

Particulars For the % of For the % of For the % of For the % of

period total year total year total year total
ended income ended income ended income ended income
June 30, March March March
2023 31, 2023 31, 2022 31, 2021
Revenue from 2,464.08 99.85% 6,327.01 99.85% 4,945.34 99.96% 1,120.01 98.66%
Operations
Other income 3.77 0.15% 9.44 0.15% 1.78 0.04% 15.25 1.34%
Total Revenue (A) 2,467.85 100.00% 6,336.46 100.00% 4,947.12 100.00% 1,135.26 100.00%
Expenses:
Cost of Material 1,768.17 71.65% 5,212.04 82.25% 4,103.82 82.95% 1,365.58 120.29%
Consumed
Changes in 172.76 7.00% -512.30 -8.08% 374.36 7.57% -427.66 -37.67%
Inventories
Employee benefits 57.67 2.34% 103.32 1.63% 73.66 1.49% 38.59 3.40%
expense
Other expenses 55.20 2.24% 362.88 5.73% 178.08 3.60% 60.94 5.37%

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 Total Expenses (B) 2,053.80 83.22% 5,165.94 81.53% 4,729.92 95.61% 1,037.45 91.38%
Earnings Before 414.05 16.78% 1,170.51 18.47% 217.21 4.39% 97.82 8.62%
Interest, Taxes,
Depreciation &
Amortization(C=A
-B)
Finance costs (D) 2.07 0.08% 17.76 0.28% 31.19 0.63% 27.33 2.41%
Depreciation and 15.39 0.62% 71.03 1.12% 60.53 1.22% 53.67 4.73%
amortization
expenses (E)
Profit before 396.60 16.07% 1,081.72 17.07% 125.49 2.54% 16.81 1.48%
exceptional items,
extraordinary
items and tax
(F=C-D-E)
Exceptional Items
CSR - 0.00% - 0.00% - 0.00% - 0.00%
Prior period item- - 0.00% - 0.00% - 0.00% - 0.00%
Depreciation for
earlier years
Profit before tax 396.60 16.07% 1,081.72 17.07% 125.49 2.54% 16.81 1.48%
(F=C-D-E)
Tax Expenses
- Current Tax 103.25 4.18% 278.97 4.40% 7.66 0.15% - 0.00%
- Deferred Tax (0.30) -0.01% -1.04 -0.02% 0.50 0.01% -18.55 -1.63%
Tax Expense for 102.95 4.17% 277.93 4.39% 8.16 0.17% -18.55 -1.63%
The Year (G)
Profit after tax 293.64 11.90% 803.79 12.69% 117.33 2.37% 35.36 3.12%
(H=F-G)

Overview of Revenue and expenditure

Revenue and Expenditure

Total Revenue: Our total revenue comprises of revenue from operations and other income.

Revenue from operations: Our revenue from operations comprises of Sale of Products and Other Operating Revenue.

Other Income: Our other income comprises of Interest on Fixed Deposit, Interest on Security Deposits, Interest on Income
Tax Refunds, Sundry Balances Written off and Foreign Exchange Fluctuations.

Expenses: Our expenses comprise of Cost of Operation, Employee Benefit Expenses, Finance Cost, Depreciation and
Amortisation Expenses and Other Expenses.

Cost materials Consumed: Our Cost of Material Consumed comprises of Purchase of Raw Materials, Change in inventory
of Raw Materials and Manufacturing Expenses.

Change in Inventory of Raw Material and Finished Goods: Our change in inventories comprises of difference between
opening and closing stock of inventory of Finished Goods and Work-in-progress.

Employee Benefit Expenses: Our employee benefit expense consists of Salaries and Wages, Bonus to Employees,
Director's Remuneration, Contribution to ESI & EPF, Employee Welfare Expenses and Gratuity Expenses.

Finance Cost: Our finance costs comprise of Interest on Term Loan, Interest on CC Limit, Interest on Vehicle Loan and
Interest on Unsecured Loan.

Depreciation and amortisation expenses: Tangible assets are depreciated over periods corresponding to their estimated
useful lives. Depreciation includes depreciation charged on tangible and amortization of intangible assets.

Other expenses: Other expenses includes Auditors Remuneration, Bank Charges, Bad Debts, Business Promotion
Expenses, Conveyance Expenses, Car Running & Maintenance Expenses, Donation, EDP Expenses, Factory License
Expenses, Festival Expenses, Foreign Exchange Fluctuation (Loss), Freight & Carriage Outward, Generator Running &

163
Maintenance, Inspection Charges, Insurance Expenses, Interest on TDS & TCS, Late Fees & Interest on GST, Late Fees
on PF & ESI, Legal Expenses, Professional Fees, Material Rejected Fees, Miscellaneous Expenses, Registration Charges,
Printing & Stationery Expenses, Prior Period Expenses, Radiography Expenses, Railway Recovering Expenses, Rent on
Land, Repairs to Plant & Machinery, Vehicle and Others, ROC Expenses, Statutory Payments (Under GST), Expenditure
in Foreign Currency, Uniform Expenses, Warehouse Service Expenses, Website Expenses.

Exceptional Items: We do not have any Exceptional Items for the period under consideration.

Provision for Tax: Income taxes are accounted for in accordance with Accounting Standard – 22 on “Accounting for
Taxes on Income” (“AS-22”), prescribed under the Companies (Accounting Standards) Rules, 2006. Our Company
provides for current tax, as well as deferred tax, as applicable.

Provision for current taxes is made at the current tax rates after taking into consideration the benefits available to our
Company under the provisions of the I. T. Act.

Deferred tax arises from the timing differences between book profits and taxable profits that originate in one period and
are capable of reversal in one or more subsequent periods and is measured using the tax rates and laws applicable as of
the date of the financial statements. Our Company provides for deferred tax asset / liability on such timing differences
subject to prudent considerations in respect of deferred tax assets.

Discussion Of Period Ended June 30, 2023

Income

Total Revenue: Our total revenue is ₹2,467.85 Lakh for the period ended June 30, 2023 which comprises of Revenue
from Operations and Other income.

Revenue from operations

Our revenue from operations is ₹2,464.08 Lakhs for the period ended June 30, 2023.

Other Income

Our Other Income is ₹3.77 Lakhs for the period ended June 30, 2023 mainly comprising of Interest on Fixed Deposit.

Expenses

Our total expenses excluding finance cost, depreciation and tax expenses is ₹2,053.80 Lakhs for the period ended June
30, 2023 due to the factors described below: -

Cost of Material Consumed

Our Cost of Material Consumed is ₹1,768.17 Lakhs for the period ended June 30, 2023.

Changes in Inventories of Stock-in-trade and Finished Goods

Our changes in inventories of work in progress and finished goods is ₹172.76 Lakhs for the period ended June 30, 2023.

Employee benefits expenses

Our employee benefit expenses are ₹57.67 Lakhs for the period ended June 30, 2023 comprising of Salaries & Wages,
Bonus to Employees, Directors Remuneration, Contribution to ESI & EPF, Employee Welfare Expenses and Gratuity
Expenses.

Finance costs

Our finance cost is ₹2.07 Lakhs for the period ended June 30, 2023 comprising of Interest paid on Term loans, CC limit,
Vehicle loans and Unsecured loans.

Depreciation and amortization expense

Our depreciation for the period ended June 30, 2023 is ₹15.39 Lakhs.

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Other expenses

Our other expenses incurred during the period ended June 30, 2023 is ₹55.20 Lakhs which comprises of Auditors
Remuneration, Bank Charges, Bad Debts, Business Promotion Expenses, Conveyance Expenses, Car Running &
Maintenance Expenses, Donation, EDP Expenses, Factory License Expenses, Festival Expenses, Foreign Exchange
Fluctuation (Loss), Freight & Carriage Outward, Generator Running & Maintenance, Inspection Charges, Insurance
Expenses, Interest on TDS & TCS, Late Fees & Interest on GST, Late Fees on PF & ESI, Legal Expenses, Professional
Fees, Material Rejected Fees, Miscellaneous Expenses, Registration Charges, Printing & Stationery Expenses, Prior
Period Expense, Radiography Expenses, Railway Recovering Expenses, Rent on Land, Repairs to Plant & Machinery,
Vehicle and Others, ROC Expenses, Statutory Payments (Under GST), Expenditure in Foreign Currency, Uniform
Expenses, Warehouse Service Expenses, Website Expenses.

Exceptional Items

There are no exceptional items for the period ended June 30, 2023.

Profit before tax

Our profit before tax stands at ₹396.60 Lakhs for the period ended June 30, 2023.

Tax expenses

Our tax expenses for the period ended June 30, 2023 amounted to ₹102.95 Lakhs.

Profit After Tax

Our profit after tax stands at ₹293.64 Lakhs for the period ended June 30, 2023.

COMPARISON OF FY 2022-23 WITH FY 2021-22

Income

Total Revenue: Our total revenue increased by ₹1,389.33 lakhs or 28.08% to ₹6,336.46 Lakh for the financial year 2022-
23 from ₹4,947.12 Lakh for the financial year 2021-22 due to increase in Revenue from Operations and Other income.

Revenue from operations

Our revenue from operations is ₹6,327.01 Lakhs for the financial year 2022-23 as compared to ₹4,945.34 Lakhs for the
financial year 2021-22 representing an increase of 27.94% on account of increase in sales due to expansion.

Other Income

Our Other Income was ₹9.44 Lakhs for the financial year 2022-23 as compared to ₹1.78 Lakhs for the financial year
2021-22 mainly due to increase in Interest on Fixed Deposit.

Expenses

Our total expenses excluding finance cost, depreciation and tax expenses is ₹5,165.94 Lakhs for the financial year 2022-
23 as compared to ₹ 4,729.92 Lakhs for the financial year 2021-22 representing an increase of 9.22% due to the factors
described below: -

Cost of Material Consumed

Our Cost of Material Consumed is ₹5,212.04 Lakhs for the financial year 2022-23 as compared to ₹4,103.82 Lakhs for
the financial year 2021-22 representing an increase of 27.00% due to increase in purchases and manufacturing expenses.

Changes in Inventories of Stock-in-trade and Finished Goods and WIP

Our changes in inventories of stock-in-trade and finished goods and WIP is ₹(512.30) Lakhs for the financial year 2022-
23 as compared to ₹ 374.36 Lakhs for the financial year 2021-22 representing a change of (236.85)% due to increase in
closing stock of finished goods and work-in-progress.

Employee benefits expenses

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Our employee benefit expenses are ₹103.32 Lakhs for the financial year 2022-23 as compared to ₹73.66 Lakhs for the
financial year 2021-22 representing an increase of 40.27% due to increase in Salaries & Wages, Bonus to Employees,
Directors Remuneration, Contribution to ESI & EPF, Employee Welfare Expenses and Gratuity Expenses.

Finance costs

Our finance cost is ₹17.76 Lakhs for the financial year 2022-23 as compared to ₹31.19 Lakhs for the financial year 2021-
22 representing a decrease of 43.06% due to decrease in principle borrowings amount and repayment of few loans.

Depreciation and amortization expense

Our depreciation increased by 17.36% to ₹71.03 Lakhs for the financial year 2022-23 from ₹60.53 Lakhs for the financial
year 2021-22 due to wear and tear cost of additional assets purchased during the year.

Other expenses

Our other expenses increased by 103.77% to ₹362.88 Lakhs for the financial year 2022-23 from ₹178.08 Lakhs for the
financial year 2021-22, which is 5.73% and 3.60% of the total revenue of respective years. The increase was mainly due
to increase in Auditors Remuneration, Bank Charges, Bad Debts, Business Promotion Expenses, Conveyance Expenses,
Car Running & Maintenance Expenses, Donation, EDP Expenses, Factory License Expenses, Festival Expenses, Foreign
Exchange Fluctuation (Loss), Freight & Carriage Outward, Generator Running & Maintenance, Inspection Charges,
Insurance Expenses, Interest on TDS & TCS, Late Fees & Interest on GST, Late Fees on PF & ESI, Legal Expenses,
Professional Fees, Material Rejected Fees, Miscellaneous Expenses, Registration Charges, Printing & Stationery
Expenses, Prior Period Expenses, Radiography Expenses, Railway Recovering Expenses, Rent on Land, Repairs to Plant
& Machinery, Vehicle and Others, ROC Expenses, Statutory Payments (Under GST), Expenditure in Foreign Currency,
Uniform Expenses, Warehouse Service Expenses, Website Expenses.

Exceptional Items

There are no exceptional items in F.Y 2022-23 and 2021-22.

Profit before tax

Our profit before tax increased by 762.98% to ₹1081.72 Lakhs for the financial year 2022-23 from ₹125.49 Lakhs for the
financial year 2021-22. The increase was mainly due to increase in income and production of finished goods.

Tax expenses

Our tax expenses for the financial year 2022-23 amounted to ₹277.93 Lakhs as against tax expenses of ₹8.16 Lakhs for
the financial year 2021-22. The net increase of ₹269.77 is on account of increase in Current tax due to increase in profits
which partially set off with Deferred Tax Assets.

Profit After Tax

Our profit after tax increased by 585.07% to ₹803.79 Lakhs for the financial year 2022-23 from ₹117.33 Lakhs for the
financial year 2021-22, reflecting a net increase of ₹686.46 Lakhs due increase in revenue and scale of operations.

COMPARISON OF FY 2021-22 WITH FY 2020-21

Income

Total Revenue: Our total revenue increased by ₹3,811.86 lakhs or 335.77 % lakh to ₹4947.12 Lakh for the financial year
2021-22 from ₹1,135.26 Lakh for the financial year 2020-21 due to Revenue from Operations and Other incomes :

Revenue from operations

Our revenue from operations is ₹4,945.34 Lakhs for the financial year 2021-22 as compared to ₹1,120.01 Lakhs for the
financial year 2020-21 representing a growth of 341.54 % on account of increase in sales due to expansion.

Other Income

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Our Other Income was ₹1.78 Lakhs for the financial year 2021-22 as compared to ₹15.25 Lakhs for the financial year
2020-21 mainly due to decrease in Foreign Exchange Fluctuation Gain.

Expenses

Our total expenses excluding finance cost, depreciation and tax expenses is ₹4,729.92 Lakhs for the financial year 2021-
22 as compared to ₹1,037.45 Lakhs for the financial year 2020-21 representing an increase of 355.92 % due to the factors
described below:

Cost of Material Consumed

Our Cost of Material Consumed is ₹4,103.82 Lakhs for the financial year 2021-22 as compared to ₹1,365.58 Lakhs for
the financial year 2020-21 representing an increase of 200.52% due to increase in purchases and Manufacturing Cost.

Changes in Inventories

Our changes in inventories is ₹ 374.36 Lakhs for the financial year 2021-22 as compared to ₹ (427.66) Lakhs for the
financial year 2020-21 representing a change of (187.54)% due to decrease in closing stock of finished goods as a result
of increased sales.

Employee benefits expenses

Our employee benefit expenses is ₹73.66 Lakhs for the financial year 2021-22 as compared to ₹38.59 Lakhs for the
financial year 2020-21 representing an increase of 90.88 % due to increase in Salaries & Wages, Directors Remuneration,
Contribution to ESI & PF, Gratuity Expenses and Employee Welfare Expenses.

Finance costs

Our finance cost is ₹31.19 Lakhs for the financial year 2021-22 as compared to ₹27.33 Lakhs for the financial year 2020-
21 representing a decrease of 14.12 % due to decrease in principle borrowings amount and repayment of few loans.

Depreciation and amortization expense

Our depreciation increased by 12.78% to ₹60.53 Lakhs for the financial year 2021-22 from ₹53.67 Lakhs for the financial
year 2020-21 due to wear and tear cost of additional assets purchased during the year.

Other expenses

Our other expenses increased by 192.22% to ₹178.08 Lakhs for the financial year 2021-22 from ₹60.94 Lakhs for the
financial year 2020-21, which is 3.60% and 5.37% of the total revenue of respective years. The increase was mainly due
to increase in Auditors Remuneration, Bank Charges, Bad Debts, Business Promotion Expenses, Conveyance Expenses,
Car Running & Maintenance Expenses, Donation, EDP Expenses, Factory License Expenses, Festival Expenses, Foreign
Exchange Fluctuation (Loss), Freight & Carriage Outward, Generator Running & Maintenance, Inspection Charges,
Insurance Expenses, Interest on TDS & TCS, Late Fees & Interest on GST, Late Fees on PF & ESI, Legal Expenses,
Professional Fees, Material Rejected Fees, Miscellaneous Expenses, Registration Charges, Printing & Stationery
Expenses, Prior Period Expenses, Radiography Expenses, Railway Recovering Expenses, Rent on Land, Repairs to Plant
& Machinery, Vehicle and Others, ROC Expenses, Statutory Payments (Under GST), Expenditure in Foreign Currency,
Uniform Expenses, Warehouse Service Expenses, Website Expenses.

Exceptional Items

There are no exceptional item in the financial year 2020-21 and 2021-22.

Profit before tax

Our profit before tax increased by 646.46% to 125.49 Lakhs for the financial year 2021-22 from ₹16.81 Lakhs for the
financial year 2020-21. The increase was mainly due to increase in sales and expansion of business.

Tax expenses

Our tax expenses for the financial year 2021-22 amounted to ₹ 8.16 Lakhs as against tax expenses of ₹ (18.55) Lakhs for
the financial year 2020-21. The net increase of ₹26.71 Lakhs is on account of increase in Current tax which partially set
off with Deferred Tax Asset.

167
Profit After Tax

Our profit after tax increased by 231.80% to ₹117.33 Lakhs for the financial year 2021-22 from ₹35.36 Lakhs for the
financial year 2020-21, reflecting a net increase of ₹81.97 Lakhs due to increase in sales and expansion of business post
recovery from Covid-19 pandemic.

Changes in Cash Flows

The table below summaries our cash flows from our Restated Financial Statements for the period ended June 30, 2023
and financial years 2023, 2022 and 2021:
(₹ in Lakh)
For the For the For the For the year
period year ended year ended ended
Particulars ended on March 31, March 31, March 31,
June 30, 2023 2022 2021
2023
Net cash (used in)/ generated from operating Activities 231.69 402.93 574.10 38.22
Net cash (used in)/ generated from investing Activities (107.87) (55.62) (187.74) (49.44)
Net cash (used in)/ generated from financing Activities 237.80 54.42 (259.86) (21.75)
Net increase/ (decrease) in cash and cash Equivalents 361.62 401.73 126.50 (32.97)
Cash and Cash Equivalents at the beginning of the 539.74 138.00 11.50 44.48
period
Cash and Cash Equivalents at the end of the Period 901.36 539.74 138.00 11.50

Operating Activities

For the period ending June 30, 2023

Our net cash generated from operating activities was ₹231.69 Lakhs for the period ended on June 30, 2023. Our operating
profit before working capital changes was ₹416.76 Lakhs for the period ended June 30, 2023 which was primarily adjusted
against decrease in Inventories ₹72.95, increase in trade receivables by ₹253.51 Lakhs, decrease in Short Term Loans &
Advances ₹3.13 Lakhs, increase in Other Current Assets by ₹4.05 Lakhs, increase in trade payables by ₹17.69 Lakhs,
increase in other current liabilities by ₹188.26 Lakhs which was further decreased by payment of Income Tax of ₹210.39.

Financial year 2022-23

Our net cash used in operating activities was ₹ 402.93 Lakhs for the financial year ended March 31, 2023. Our operating
profit before working capital changes was ₹1166.99 Lakhs for the financial year 2022-23 which was primarily adjusted
against increase in Inventories ₹724.05, decrease in trade receivables by ₹445.53 Lakhs, decrease in Long Term Loans &
Advances by ₹0.02 Lakhs, increase in Short Term Loans & Advances by ₹71.51 Lakhs, increase in Other Current Assets
by ₹74.90 Lakhs, decrease in trade payables by ₹157.82 Lakhs, decrease in other current liabilities by ₹112.74 Lakhs
which was further decreased by payment of Income Tax of ₹68.58.

Financial year 2021-22

Our net cash used in operating activities was ₹574.10 Lakhs for the financial year ended March 31, 2022. Our operating
profit before working capital changes was ₹ 218.78 Lakhs for the financial year 2021-22 which was primarily adjusted
against decrease in inventories by ₹338.61 Lakhs, increase in trade receivables by ₹374.21 Lakhs, decrease in Short Term
Loans & Advances by ₹15.85 Lakhs, decrease in Other Current Assets by ₹43.08 Lakhs, increase in Long Term Loans &
Advances by ₹0.09 Lakhs, increase in trade payables by ₹131.60 Lakhs and increase in other current liabilities by ₹208.16
Lakhs which was further decreased by Income Tax of ₹7.66 Lakhs.

Financial year 2020-21

Our net cash used in operating activities was ₹38.22 Lakhs for the financial year ended March 31, 2020. Our operating
profit before working capital changes was ₹99.19 Lakhs for the financial year 2020-21 which was primarily adjusted
against increase in inventories by ₹1.43 Lakhs, decrease in trade receivables by ₹82.05 Lakhs, increase in Short Term
Loans & Advances ₹24.53 Lakhs, decrease in Long term loans & advances by ₹ 12.06 Lakhs , decrease in Other Current
Assets by ₹23.11 Lakhs, decrease in trade payables by ₹162.07 Lakhs and increase in other current liabilities by ₹9.85
Lakhs.

Investing Activities

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Period ended June 30, 2023

Our net cash used in investing activities was ₹107.87 Lakhs for the period ended June 30, 2023. These were on account
of Purchase of Property, Plant & Equipment of ₹99.26 Lakhs, expenditure incurred on Capital work in progress of ₹12.38
Lakhs and Interest income ₹3.77 Lakhs.

Financial year 2022-23

Our net cash used in investing activities was ₹55.62 Lakhs for the financial year 2022-23. These were on account of
Purchase of Property, Plant & Equipment of ₹45.16 Lakhs, expenditure incurred on Capital work in progress of ₹19.87
Lakhs and Interest income ₹9.41 Lakhs.

Financial year 2021-22

Our net cash used in investing activities was ₹187.74 Lakhs for the financial year 2021-22. These were on account of
Purchase of Property, Plant & Equipment of ₹188.91 Lakhs and interest income of ₹1.16 Lakhs.

Financial year 2020-21

Our net cash used in investing activities was ₹49.44 Lakhs for the financial year 2020-21. These were on account of
Purchase of Property, Plant & Equipment of ₹49.44 Lakhs.

Financing Activities

Period ended June 30, 2023

Net cash generated from financing activities for the period ended June 30, 2023 was ₹237.80 Lakhs which was primarily
on account of increase in Long-Term Borrowings of ₹52.57 Lakhs, Finance Cost of ₹ 2.07 Lakhs and increase in Short-
Term Borrowings of ₹187.30 lakhs.

Financial year 2022-23

Net cash generated from financing activities for the financial year March 31, 2023 was ₹54.42 Lakhs which was primarily
on account of repayment of Long-Term Borrowings of ₹38.18 Lakhs and Finance Cost of ₹ 17.76 Lakhs against increase
in Short-Term Borrowings of ₹110.36 lakhs.

Financial year 2021-22

Net cash used in financing activities for the financial year March 31, 2022 was ₹259.86 Lakhs which was primarily on
account of repayment of Short-Term Borrowings of ₹185.35 Lakhs and Long-Term Borrowings of ₹ 43.31 Lakhs &
Finance Cost of ₹31.19 Lakhs.

Financial year 2020-21

Net cash used in financing activities for the financial year March 31, 2021 was ₹21.75 Lakhs which was primarily on
account of repayment of Short-Term Borrowings of ₹49.44 Lakhs and Long-Term Borrowings of ₹93.86 Lakhs and
Finance Cost of ₹27.33 Lakhs against proceeds from issue of shares of ₹50.00 Lakhs.

Other Key Ratios

The table below summaries key ratios in our Restated Financial Statements for the period ended on June 30, 2023 and
financial years ended March 31, 2023, 2022 and 2021:

Particulars For the period For the year For the year For the year
ended June 30, ended ended ended
2023 March 31, 2023 March 31, 2022 March 31, 2021
Fixed Assets Turnover Ratio 3.78 11.40 8.81 2.59
Current Ratio 2.21 2.32 1.36 1.54
Debt Equity Ratio 0.34 0.24 0.44 0.99
Inventory Turnover Ratio 37.99 9.65 8.45 52.35

169
Fixed Asset Turnover Ratio: This is defined as revenue from operations divided by total fixed assets based on Financial
Statements as Restated.

Current Ratio: This is defined as current assets divided by current liabilities, based on Financial Statements as Restated.

Debt Equity Ratio: This is defined as total debt divided by total shareholder funds. Total debt is the sum of long-term
borrowings, short-term borrowings including current maturities of long-term debt, based on Financial Statements as
Restated.

Inventory Turnover Ratio: This is defined as average inventory divided by total turnover based on Financial Statements
as restated.

Financial Indebtedness

As on June 30, 2023, the total outstanding borrowings of our Company is ₹ 581.92 Lakhs. For further details, refer to the
chapter titled “Statement of Financial Indebtedness” beginning on page 173 of this Prospectus.

(₹ in Lakh)
Particulars For the period ended June 30, 2023
Loans from Banks & Financial Institutions 556.82
Unsecured Loans from Related Parties 25.10
Total 581.92

Related Party Transactions

Related party transactions with our promoters, directors and their entities and relatives primarily relate to purchase and
sale of products and services. For further information, please refer to the chapter titled “Financial Statements as
Restated” on page 157 of this Prospectus.

Off-Balance Sheet Items

We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity
that have been established for the purposes of facilitating off-balance sheet arrangements.

Qualitative Disclosure about Market Risk

Financial Market Risks

Market risk is the risk of loss related to adverse changes in market prices, including interest rate risk. We are exposed to
interest rate risk, inflation and credit risk in the normal course of our business.

Interest Rate Risk

Our financial results are subject to changes in interest rates, which may affect our debt service obligations and our access
to funds.

Effect of Inflation

We are affected by inflation as it has an impact on the raw material cost, wages, etc. In line with changing inflation rates,
we rework our margins so as to absorb the inflationary impact.

Credit Risk

We are exposed to credit risk on monies owed to us by our customers. If our customers do not pay us promptly, or at all,
we may have to make provisions for or write-off such amounts.

Reservations, Qualifications and Adverse Remarks

Except as disclosed in chapter titled “Financial Statements as Restated” beginning on page 157 of this Prospectus, there
have been no reservations, qualifications and adverse remarks.

170
Details of Default, if any, including therein the Amount Involved, Duration of Default and Present Status, in Repayment
of Statutory Dues or Repayment of Debentures or Repayment of Deposits or Repayment of Loans from any Bank or
Financial Institution.

Except as disclosed in chapter titled “Financial Statements as Restated” beginning on page 157 of this Prospectus, there
have been no defaults in payment of statutory dues or repayment of debentures and interest thereon or repayment of
deposits and interest thereon or repayment of loans from any bank or financial institution and interest thereon by the
Company.

FACTORS THAT MAY AFFECT THE RESULTS OF THE OPERATIONS

Unusual or infrequent events or transactions

There are no transactions or events, which in our best judgment, would be considered unusual or infrequent that have
significantly affected operations of the Company.

Significant economic changes that materially affected or are likely to affect income from continuing operations

There are no significant economic changes that materially affected Company’s operations or are likely to affect income
from continuing operations. Any slowdown in the growth of Indian economy or future volatility in global commodity
prices, could affect the business including the future financial performance, shareholders’ funds and ability to implement
strategy and the price of the Equity Shares.

Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue
or income from continuing operations

Other than as disclosed in the chapter titled “Risk Factors” beginning on page 28 of this Prospectus to our knowledge,
there are no known trends or uncertainties that have or had or are expected to have a material adverse impact on revenues
or income of our Company from continuing operations.

Future changes in relationship between costs and revenues in case of events such as future increase in labour or
material cost or prices that will cause material change

According to our knowledge, there are no future relationship between cost and income that would be expected to have a
material adverse impact on our operations and revenues. However, increase in the cost of the goods in which the Company
deals, will affect the profitability of the Company. Further, the Company may not be able to pass on the increase in prices
of the goods to the customers in full and this can be offset through cost reduction.

The extent to which material increases in net sales or revenue are due to increased sales volume, introduction of
new products or services or increased prices

The increase in revenue is by and large linked to increase in volume of all the activities carried out by the Company.

Total turnover of each major industry segment in which the Issuer Company operates

Our Company is primarily engaged in the business of manufacturing of containers and has manufacturing facilities in
India and overseas. The Company primarily caters to the Indian market with customers overseas also.

Relevant industry data, as available, has been included in the chapter titled “Industry Overview” beginning on page 90 of
this Prospectus.

Competitive Conditions

We have competition with Indian and international manufacturing companies and our results of operations could be
affected by competition in the manufacturing industry in India and international market in the future. We expect
competition to intensify due to possible new entrants in the market, existing competitors further expanding their operations
and our entry into new markets where we may compete with well-established unorganized companies/ entities. This we
believe may impact our financial condition and operations. For details, please refer to the chapter titled “Risk Factors”
beginning on page 28 of this Prospectus.

Increase in Income

171
Increases in our income are due to the factors described above in in this chapter under “Factors Affecting Our Results of
Operations” and chapter titled “Risk Factors” beginning on page 28 of this Prospectus.

Status of any Publicly Announced New Business Segments

Except as disclosed elsewhere in the Prospectus, we have not announced and do not expect to announce in the near future
any new business segments.

172
 STATEMENT OF FINANCIAL INDEBTEDNESS

Brief details on the financial indebtedness of the “Kalyani Cast-Tech Limited” as on July 31, 2023 and March 31, 2023
is as under:

SECURED LOAN FROM BANKS:

(₹ in lakhs)
Name of Purpose Sanctioned Rate of Primary & Repayment Amount Amount
Lender Amount Interest Collateral Terms Outstanding Outstanding
Security as on March as on July
31, 2023 31, 2023
HDFC ECLGS 56.00 - Hypothecation of Repayable in 31.54 25.40
Bank Working Plant & 49 monthly
Limited Capital Machinery, installments
Loan Stock, Book with a
Debts, Fixed moratorium of
Deposits and 12 months
personal where interest
guarantee of of Rs.
directors- Naresh 0.39Lakhs is
Kumar, Devendra payable and
Kumar and Javed post that Rs.
Aslam 1.76 Lakhs
payable.
HDFC ECLGS 28.00 - Hypothecation of Repayable in 28.00 28.00
Bank Working Plant & 61 monthly
Limited Capital Machinery, installments
Loan Stock, Book with a
Debts, Fixed moratorium of
Deposits and 24 months
personal where interest
guarantee of of Rs.
directors- Naresh 0.19Lakhs is
Kumar, Devendra payable and
Kumar and Javed post that Rs.
Aslam 0.88 Lakhs
payable.
HDFC Vehicle 8.95 - Hypothecation of Repayable in 0.18 -
Bank Loan Vehicle 60 monthly
Limited installments of
Rs. 0.19 Lakhs.
HDFC Vehicle 13.87 - Hypothecation of Repayable in 6.78 5.56
Bank Loan Vehicle 47 monthly
Limited installments of
Rs. 0.35 Lakhs.
HDFC Vehicle 22.41 - Hypothecation of Repayable in 17.38 15.63
Bank Loan Vehicle 48 monthly
Limited installments of
Rs. 0.54 Lakhs.
HDFC Cash 200.00 18% p.a. Hypothecation of Repayable on 110.35 72.72
Bank Credit Plant & Demand
Limited Machinery,
Stock, Book
Debts, Fixed
Deposits and
personal
guarantee of
directors- Naresh
Kumar, Devendra
Kumar and Javed
Aslam

173
 Name of Purpose Sanctioned Rate of Primary & Repayment Amount Amount
Lender Amount Interest Collateral Terms Outstanding Outstanding
Security as on March as on July
31, 2023 31, 2023
TOTAL 194.23 147.31

UNSECURED LOAN DETAILS:

Name of Lender Amount Outstanding as Amount Outstanding as

on March 31, 2023 on July 31, 2023
M/s. Visisth Services Limited 72.72 7.72
M/s Abans Finance Private Limited - 150.00
Others 75.10 25.10
147.82 182.82

174
 SECTION X: LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Our Company, our Directors and our Promoters are subject to various legal proceedings from time to time, mostly arising
in the ordinary course of our business. Except as stated in this section, there are no:
(i) criminal proceedings; (ii) actions by statutory or regulatory authorities; (iii) disciplinary action including penalty
imposed by SEBI or stock exchanges in the last five financial years including outstanding action;
(iv) claims relating to direct and indirect taxes; and (v) Material Litigation (as defined below); involving our Company,
Directors or Promoters.

Our Board of Directors, in its meeting held on October 17, 2022 determined that outstanding litigation involving our
Company and its subsidiaries, its directors, its Promoters, and group companies shall be considered material (“Material
Litigation”) if:

• the monetary amount of claim by or against the entity or person in any such pending matter exceed ₹ 10.00 lakhs,
and;

• the Board or any of its committees shall have the power and authority to determine suitable materiality thresholds
for the subsequent financial years on the aforesaid basis or any other basis as may be determined by the Board or
any of its committees.

Our Board of Directors, in its meeting held on October 17, 2022 determined that outstanding dues to the small-scale
undertakings and other creditors exceeding ₹ 10.00 Lakhs of the Company’s trade payables for the last audited financial
statements shall be considered material dues for the company for the purpose of disclosure in Prospectus. (“Material
Dues”).

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 https://kalyanicasttech.com/.

Our Company, its Directors and its Promoters are not Wilful Defaulters and there have been no violations of securities
laws in the past or pending against them.

A. LITIGATION INVOLVING OUR COMPANY:

LITIGATIONS AGAINST OUR COMPANY:

(i). All criminal proceedings:

Shri Gurco Ispaat v. M/s Kalyani Cast - Crl. Case:

A Criminal Case under Section 138 of the Negotiable Instruments Act, 1881 was filed by Shri Gurco Ispaat
(“Complainant”) on August 21, 2017, before the court of Addl. Chief Metropolitan Magistrate being Crl.
Case No. 44336/2017 for Rs. 1,00,000 /- against our Company as Complainant alleges that it had supplied
materials to our Company which were rejected. The present case involves a cheque bounced issued by our
Company and the matter is currently pending adjudication.

(ii). All actions by regulatory authorities and statutory authorities:

Nil

(iii). Claims related to direct and indirect taxes:

• Direct Tax:

As per website of Income Tax, the following e-proceedings are shown as pending with “open” or
“pending” status. However, the amount has not been mentioned and cannot be crystallized:

Assessment Year Proceeding Name Proceeding Status

Not Available Recovery Process Open
Not Available Recovery Process Open

175
 2013-14 Defective Notice u/s 139(9) Pending
2018-19 Adjustment u/s 143(1)(a) Pending
2019-20 Adjustment u/s 143(1)(a) Pending
2020-21 Adjustment u/s 143(1)(a) Pending
2021-22 Adjustment u/s 143(1)(a) Pending
2022-23 Seek for clarification Open

• Income Tax:

As per website of Income Tax Department for outstanding tax demand, following defaults in the payment
of Income Tax by the Company are still outstanding:

(₹ In Lakhs)
Assess Section Demand Date on No. of Outstanding Final
ment Code Identification which Defaults Demand (in Interest
Year Number demand is ₹) (in ₹)
raised
2016 143(1)(a) 20172016370 May 24, 2017 1 1.06 Nil
14588346C
Total 1.06 Nil
*The said demand was paid in full on April 24, 2023, vide challan serial No. 26470 but it is still
appearing on the Income Tax Outstanding Demand Portal

• Tax Deducted at Source (TDS):

(₹ In Lakhs)
Sr. No Financial Year Total Default (In ₹)
1. Prior Years 0.06
2. 2020-21 1.43
3. 2023-24 0.62
Total 2.11

(iv). Other Matters based on Materiality Policy of our Company:

• Deputy CMM (C and W) v. M/s Kalyani Cast Tech Private Limited - ARB/26/2023

A Civil Case under Section 34 of the Arbitration & Conciliation Act, 1996 being ARB/26/2023 was filed
by Deputy CMM (C and W) (“Petitioner”) before the court of District Judge, Panchkula against our
Company on May 25, 2023. The matter is currently pending adjudication.

• M/s Vinayak Engineering Works v. Kalyani Cast Tech Private Limited - Original Suit/1330/2019

A Civil Case under section 37(1) of the Civil Procedure Code, 1908 being Original Suit/1330/2019 was
filed by M/s Vinayak Engineering Works (“Petitioner”) before the court of Civil Judge (Sr. Division),
Kanpur against our Company on October 17, 2019. The matter is currently pending adjudication.

LITIGATION FILED BY OUR COMPANY:

(i). All criminal proceedings:

• Kalyani Cast Tech Limited v. Divya Enterprises Through Its Prop. Prempal and Ors. - NI
Act/859/2020:

A Criminal Case under Section 138 of the Negotiable Instruments Act, 1881 being Case No. NI
Act/859/2020 was filed by our Company (“Complainant”) before the Court of Judicial Magistrate – Ist
Class, against Divya Enterprises and Ors., for Rs. 3,09,796/ as the present case involves a cheque issued
by Divya Enterprises which was dishonoured with the reason in-sufficient funds. The case is on the
presence of the accused and an arrest warrant has been issued to the accused. The matter is currently
pending adjudication.

(ii). Other Matters based on Materiality Policy of our Company:

176
 • Kalyani Cast Tech Limited V. Deputy CMM And Union Of India – Exe 124/2023:

An execution Petition under the Arbitration and Conciliation Act, 1996 being Case No. Exe 124/202
was filed by our Company (“Petitioner”) before the court of Sh. Vimal Kumar, District Judge, Rewari
against Deputy CMM and Union of India (“Respondents/JD”), as the Respondent/JD did not make
payment of Rs. 25,07,736/- against the material supplied by the Petitioner. Hence, the present petition
was filed for Rs. 25,07,736/- with compound interest @ 19.5% with monthly rest from the date of the
delivery i.e., January 01, 2020, of material till the actual payment along with arbitration cost of Rs.
46,000/-. The matter is currently pending adjudication.

B. LITIGATION INVOLVING OUR PROMOTERS:

LITIGATIONS AGINST OUR PROMOTERS:

(i). All criminal proceedings:

Nil

(ii). All actions by regulatory authorities and statutory authorities:

Nil

(iii). Disciplinary action including penalty imposed by SEBI or Stock Exchanges against the Promoters in
the last five financial years including outstanding action:

Nil

(iv). Claims related to direct and indirect taxes:

• Direct Tax:

As per website of Income Tax, the following e-proceedings are shown as pending with “open” or
“pending” status. However, the amount has not been mentioned and cannot be crystallized:

Assessment Year Proceeding Name Proceeding Status

Naresh Kumar
2015-16 Defective Notice u/s 139(9) Pending
Kamala Kumari Jain
2019-20 Adjustment u/s 143(1)(a) Pending
Nathmal Bangani
2018-19 Adjustment u/s 143(1)(a) Pending

• Income Tax:

As per website of Income Tax Department for outstanding tax demand, following defaults in the payment
of Income Tax by the Promoters are still outstanding:

Assess Section Demand Date on which No. of Outstanding Final

ment Code Identificatio demand is Defau Demand (in Interest (in
Year n Number raised lts Lakhs) Lakhs)
Naresh Kumar
2014 143(1)(a) 20162014370 July 18, 2016 1 0.01 Nil
23062265T
2017 143(1)(a) 20172017370 November 19, 1 Negligible Nil
72643115T 2017
Javed Aslam
2004 143(1) 20112004510 September 21, 1 0.01 Nil
99901541T 2004
2019 143(1)(a) 20192019371 February 21, 1 Negligible Nil
10441635T 2020
Total 0.02 Nil

177
 (v). Other Matters based on Materiality Policy of our Company:

Nil

LITIGATION FILED BY OUR PROMOTERS:

(i). All criminal proceedings:

Mr. Nathmal Bangani Vs. M/s. Nisisamba Transport Corporation

A case was filed by Mr. Nathmal Bangani against M/s. Nisisamba Transport Corporation in Metropolitan
Magistrate Court, Calcutta numbering CS/149497/2014 for non-payment of a loan. The said case is pending.

(ii). Other Matters based on Materiality Policy of our Company:

Nil

C. LITIGATION INVOLVING OUR DIRECTORS (OTHER THAN PROMOTERS):

LITIGATIONS AGINST OUR DIRECTORS (OTHER THAN PROMOTERS):

(i). All criminal proceedings:

Nil

(ii). All actions by regulatory authorities and statutory authorities:

Nil

(iii). Claims related to direct and indirect taxes:

• Direct Tax:

As per website of Income Tax, the following e-proceedings are shown as pending with “open” or
“pending” status. However, the amount has not been mentioned and cannot be crystallized:

Nil

• Income Tax:

As per website of Income Tax Department for outstanding tax demand, following defaults in the payment
of Income Tax by the Directors (Other than Promoters) are still outstanding:

Nil

(iv). Other Matters based on Materiality Policy of our Company:

Nil

LITIGATION FILED BY OUR DIRECTORS (OTHER THAN PROMOTERS):

(i). All criminal proceedings:

Nil

(ii). Other Matters based on Materiality Policy of our Company:

Nil

D. OUTSTANDINGS DUE TO MICRO, SMALL AND MEDIUM ENTERPRISES OR ANY OTHER

CREDITORS:

178
 In accordance with our Company’s materiality policy dated October 17, 2022, below are the details of the Creditors
where there are outstanding amounts as on June 30, 2023:
(in Lakhs)
S No. Particulars Amount (in Rs.)
1. Total Outstanding dues to Micro, Small & Medium Enterprises NIL
2. Total Outstanding dues to creditors other than Micro, Small & Medium 296.28
Enterprises
Total 296.28

E. MATERIAL DEVELOPMENTS SINCE THE LAST BALANCE SHEET:

Except as mentioned under the chapter - “Management Discussion and Analysis of Financial Condition and Result
of Operation” on page 158 of this Prospectus, there have been no material developments, since the date of the last
audited balance sheet.

179
 GOVERNMENT AND OTHER STATUTORY APPROVALS

Our Company has received the necessary licenses, permissions and approvals from the Central Government and
appropriate State Governments and other government agencies/regulatory authorities/certification bodies required to
undertake the Issue or continue our business activities. Our Company undertakes to obtain all material approvals and
licenses and permissions required to operate our present business activities. It must, however, be distinctly understood
that in granting the approvals, the Government of India and other authorities do not take any responsibility for the
financial soundness of our Company or for the correctness of any of the statements or any commitments made or opinions
expressed on this behalf.

Following statements set out the details of licenses, permissions and approvals obtained by the Company under various
Central and State legislations for carrying out its business activities.

The Company has its business located at the following locations:

Registered Office:

• B-144 Second Floor, DDA Shed Phase-1, Okhla Industrial Area, Phase-I New Delhi, South Delhi-110020, India.

Factory:

• Khewat No. 71, rect no. 41, kila no. 18/2(7-4), 19/2(0-19), 22/3(0-19), 23(7-4), total 16 kanal 6 marla of its 1/3rd
share situated in the revenue estate of village Mamaria Thather Tehsil and Dist. Rewari.

I. APPROVALS FOR THE ISSUE

Corporate Approvals

The following approvals have been obtained or will be obtained in connection with the Issue:

a. Our Board of Directors have pursuant to a resolution passed at their meeting held on July 14, 2023 authorized the
Issue, subject to the approval of the shareholders of our Company under Section 62(1)(c) of the Companies Act, 2013
and such other authorities as may be necessary.

b. The Issue of Equity Shares has been authorized by a special resolution adopted pursuant to Section 62(1) (c) of the
Companies Act, 2013 by Special Resolution in an Extra Ordinary General Meeting held on July 17, 2023.

ISIN Number

The Company's International Securities Identification Number (“ISIN”) is INE0N6U01018.

Lender Consent

Our Company has received the consent letter on June 27, 2023 from HDFC Bank.

Stock Exchange

In-Principle approval letter dated October 18, 2023 from BSE Limited for the listing of equity shares issued by our
Company pursuant to the Issue.

II. APPROVALS OBTAINED BY OUR COMPANY

S. NATURE OF REGISTRATION/ ISSUING DATE OF VALIDITY

No. LICENSE/APPROVAL LICENSE NO. AUTHORITY GRANT
1. Certificate of Incorporation U26990DL2012PTC2 Registrar of September One Time
in the name of Kalyani 42760 Companies, National 26, 2012 Registration
Cast-Tech Private Limited Capital Territory of
Delhi and Haryana
2. Certificate of Incorporation U26990DL2012PLC2 Registrar of June 03, One Time
upon change of name from 42760 Companies, Delhi 2022 Registration
Kalyani Cast-Tech Private
Limited to Kalyani Cast-
Tech Limited pursuant to

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S. NATURE OF REGISTRATION/ ISSUING DATE OF VALIDITY
No. LICENSE/APPROVAL LICENSE NO. AUTHORITY GRANT
conversion from Private
Company to Public
Company
TAX RELATED APPROVALS
3. Permanent Account AAECK9180C Income Tax Not One Time
Number (“PAN”) Department, Traceable Registration
Government of India
4. Tax Deduction Account RTKK04472G Income Tax July 13, One Time
Number (“TAN”) Department, 2022 Registration
Government of India
GOODS AND SERVICE TAX REGISTRATION
5. Certificate of Registration 06AAECK9180C1ZL Superintendent, Date of One Time
under Goods and Services Rewari Ward 3, Good Validity Registration
Tax Act, 2017 for Rewari, and Service Tax Starts: July
Haryana Office Network (4), 01, 2017
Government of India
Date of
Issue:
August 09,
2022
BUSINESS RELATED APPROVALS
6. Udyam Registration under UDYAM-HR-15- Government of India, March 03, One Time
Micro, Small and Medium 0002590 Ministry of Micro, 2021 Registration
Enterprises Development Small and Medium
Act, 2006 Enterprises
7. Importer-Exporter Code 0512072949 Office of the Date of One time
Additional Director Issue: registration
General of Foreign January 07,
Trade, CLA Delhi, 2013
Directorate General
of Foreign Trade, Date of
Ministry of Modificatio
Commerce and n June 29,
Industry, Government 2023
of India
8. Factories License under the RWR-ONLINE-GGN- Chief Inspector of January 12, December
Factories Act, 1948 K-20 Factories, Haryana, 2023 31, 2027
Chandigarh
9. Registration Certificate 2023106409 Department of July 07, One Time
under the Delhi Shops and Labour, Government 2023 Registration
Establishments Act, 1954 of National Capital
Territory of Delhi
10. NOC Certificate from the Memo no. Fire Station Officer, September September
State Fire Department FS/2022/432 Fire Station MC 19, 2022 18, 2025
Rewari
LABOUR RELATED APPROVALS
11. Copy of Registration under GNGGN1816335000 Employees' Provident December One Time
the Employees’ Provident Fund Organisation, 04, 2018 Registration
Funds and Miscellaneous Ministry of Labour
Provisions Act, 1952 and Employment,
Government of India
12. Copy of Registration under 69000631970000699 Sub Regional office, December One Time
the Employees' State Employees’ State 04, 2018 Registration
Insurance Act, 1948 Insurance
Corporation, Haryana
*The above-mentioned approvals are in the previous name of the Company i.e., Kalyani Cast-Tech Private Limited.
The Company has changed its name from Kalyani Cast-Tech Private Limited to Kalyani Cast-Tech Limited and is in
the process of name change in all its approvals.

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III. CERTIFICATES:

SR. PARTICULARS/DESCRIPTION CERTIFICATE/ DATE OF EXPIRY DATE

NO. REGISTRATION REGISTRATION
NUMBER
1. Competent Manufacturing Certificate to Report No. June 24, 2021 Not Known
manufacture containers (20 Feet High Cube DLH21X014
End Open ISO Containers (34T)) as per
ISO 1496:2013 series and in compliance
with International Convention for Safe
Containers (CSC), 1972 as amended issued
by Indian Register of Shipping.
2. Certificate of Capacity of manufacturing at Report No. June 24, 2021 Not Known
least 1000 containers (20 Feet High Cube DLH21X014
End Open ISO Containers (34T)) annually
as per ISO 1496:2013 series and in
compliance with International Convention
for Safe Containers (CSC), 1972 as
amended issued by Indian Register of
Shipping.
3. *Steel Castings Certificate issued by LR21254575WA June 30, 2021 June 30, 2024
Lloyd’s Register
4. Certificate of ISO 45001:2018 for QAIS-OH-KC- June 12, 2021 June 11, 2024
manufacturing & supplying of steel, SG 04.21.008
Iron and CI components with casting,
fabrication of ISO, non-ISO and special
steel containers, fibre reinforced polymer
(FRP) sheets and container components
issued by QACS International.
5. ISO 9001:2015 Certificate issued by QA QACS-A-KC- December 30, 2022 December 29,
Certifications Services Private Limited 10.22.011 2025
*The above-mentioned approvals are in the previous name of the Company i.e., Kalyani Cast-Tech Private Limited.
The Company has changed its name from Kalyani Cast-Tech Private Limited to Kalyani Cast-Tech Limited and is in
the process of name change in all its approvals.

IV. APPROVALS OBTAINED/APPLIED IN RELATION TO INTELLECTUAL PROPERTY RIGHTS:

Nil

V. THE DETAILS OF DOMAIN NAME REGISTERED ON THE NAME OF THE COMPANY:

SR. DOMAIN NAME AND ID IANA ID CREATION EXPIRY DATE

NO. DATE
1. Domain name – March 22, 2019 March 22, 2024
www.kalyanicasttech.com 83

Domain ID –
2371890585_DOMAIN_COM-VRSN

VI. PENDING APPROVALS:

Nil

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 OTHER REGULATORY AND STATUTORY DISCLOSURES

AUTHORITY FOR THE ISSUE

The Board of Directors, pursuant to a resolution passed at their meeting held on July 14, 2023 authorized the Issue, subject
to the approval of the shareholders of our Company under Section 62(1)(c) of the Companies Act, 2013, and such other
authorities as may be necessary. The shareholders of our Company have, pursuant to a special resolution passed under
Section 62(1)(c) of the Companies Act, 2013 at an Extraordinary General Meeting held on July 17, 2023 authorized the
Issue.

In-principle Approval:

Our Company has obtained In-Principle approval from the BSE SME for using its name in the Issue Documents pursuant
to an approval letter dated October 18, 2023 from BSE Limited is the Designated Stock Exchange.

PROHIBITION BY SEBI OR OTHER GOVERNMENTAL AUTHORITIES

We confirm that our Company, Promoters, Promoter Group and Directors have not been declared as wilful defaulter(s)
or fraudulent borrowers by the RBI or any other governmental authority. Further, there has been no violation of any
securities law committed by any of them in the past and no such proceedings are currently pending against any of them.

We confirm that our Company, Promoters, Promoter Group or Directors have not been prohibited from accessing or
operating in the capital markets under any order or direction passed by SEBI or any other regulatory or Governmental
Authority.

• Neither our Company, nor Promoters, nor Promoter Group, nor any of our Directors or persons in control of our
Company are / were associated as promoter, directors or persons in control of any other Company which is debarred
from accessing or operating in the capital markets under any order or directions made by the SEBI or any other
regulatory or Governmental Authorities.

• None of our Directors are associated with the securities market and there has been no action taken by the SEBI
against the Directors or any other entity with which our Directors are associated as Promoter or Director.

• Neither our Promoters, nor Promoter Group, nor any of our Directors is declared as Fugitive Economic Offender.

• Neither our Company, nor our Promoters, nor Promoter Group nor our Directors, are Wilful Defaulters or fraudulent
borrowers.

PROHIBITION BY RBI

Neither our Company, nor Promoters, nor Promoter Group, nor any of our Directors or the person(s) in control of our
Company have been identified as a wilful defaulter or fraudulent borrowers by the RBI or other governmental authority
and there has been no violation of any securities law committed by any of them in the past and no such proceedings are
pending against any of them except as details provided under chapter titled “Outstanding Litigations and Material
Developments” beginning on page 175 of this Prospectus.

Neither our Company, our Promoters, our Directors, Group companies, relatives (as per Companies Act, 2013) of
Promoters or the person(s) in control of our Company have been identified as wilful defaulters or a fraudulent borrower
as defined by the SEBI ICDR Regulations, 2018.

COMPLIANCE WITH THE COMPANIES (SIGNIFICANT BENEFICIAL OWNERSHIP) RULES, 2018

Our Company, the Promoters and the members of the Promoter Group are in compliance with the Companies (Significant
Beneficial Ownership) Rules, 2018 (“SBO Rules”), to the extent applicable, as on the date of this Prospectus.

DIRECTORS ASSOCIATED WITH THE SECURITIES MARKET

None of our Directors are associated with the Securities Market in any manner and no action has been initiated against
these entities by SEBI at any time except as stated under the chapters titled “Outstanding Litigations and Material
Developments” beginning on page 175 respectively, of this Prospectus.

ELIGIBILITY FOR THE ISSUE

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Our Company is an “unlisted issuer” in terms of the SEBI (ICDR) Regulations, 2018 and this Issue is an “Initial Public
Offer” in terms of the SEBI (ICDR) Regulations, 2018.

Our Company is eligible in terms of Regulation 228, 229(1) and 230 of SEBI (ICDR) Regulations, 2018 and other
provisions of Chapter IX of the SEBI (ICDR) Regulations, 2018, Our Company is eligible for the Issue in accordance
with Regulation 229(1) of the SEBI (ICDR) Regulations, 2018 and other provisions of Chapter IX of the SEBI (ICDR)
Regulations, 2018, as we are an Issuer whose post issue paid up capital is less than or equal to ten crore rupees and we
may hence, Issue Equity Shares to the public and propose to list the same on the Small and Medium Enterprise Exchange
(in this case being the “SME Platform of BSE Limited”).

We confirm that:

In accordance with Regulation 260 of the SEBI (ICDR) Regulations, 2018, this Issue is 100% underwritten and that the
Book Running Lead Manager to the Issue shall underwrite minimum 15% of the total issue size. For further details
pertaining to said underwriting please refer to chapter titled “General Information-Underwriting” beginning on page 52
of this Prospectus.

In accordance with Regulation 261(1) of the SEBI (ICDR) Regulations, 2018, we hereby confirm that we will enter into
an agreement with the Book Running Lead Manager and a Market Maker to ensure compulsory Market Making for a
minimum period of three years from the date of listing of Equity Shares in this Issue on the SME Platform of BSE Limited.
For further details of the arrangement of market making please refer to chapter titled “General Information” beginning
on page 52 and details of the Market Making Arrangements for this please refer to chapter titled “The Issue” beginning
on page 46 of this Prospectus.

In accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, 2018, we shall ensure that the total number of
proposed Allottees in the Issue shall be greater than or equal to fifty (50), otherwise, the entire application money will be
refunded forthwith. If such money is not repaid within eight working 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 eight working days, be liable to repay
such application money, with an interest at the rate as prescribed under SEBI (ICDR) Regulations 2018, the Companies
Act, 2013 and applicable laws. Further, in accordance with Section 40 of the Companies Act, 2013, the Company and
each officer in default may be punishable with fine and / or imprisonment in such a case.

As per Regulation 229(3) of the SEBI (ICDR) Regulations, 2018, our Company satisfies track record and / or other
eligibility conditions of SME Platform of BSE Limited in accordance with the Restated Financial Statements, prepared
in accordance with the Companies Act, 2013 and restated in accordance with the SEBI ICDR Regulations as below:

1. Our Company was incorporated on September 26, 2012 with the Registrar of Companies, National Capital Territory
of Delhi and Haryana, under the Companies Act, 1956 in India.

2. Our Company is engaged in the business of manufacturing of cargo containers and manufacturing, setting up, casting
and running of foundry, forging units.

3. The Paid-up Capital of the Company is ₹ 501.45 Lakh comprising 50,14,500 Equity shares.

4. The Post Issue Paid up Capital (Face Value) of the company will be ₹ 718.05 Lakh comprising 71,80,500# Equity
shares. So, the company has fulfilled the criteria of Post Issue Paid up Capital shall not be more than Ten Crore
Rupees.
#Subject to finalization of the Basis of Allotment

5. The Net worth, Cash Accruals and Net Tangible Assets of the Company as per the Restated Financial Statements of
our Company for the period ended on June 30, 2023 and for the financial year ended on March 31, 2023, March 31,
2022 and March 31, 2021 are as set forth below:
(₹ in Lakhs)
Particulars For the period For Financial Year ended on
ended on
June 30, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Networth (1) 1,717.65 1,424.01 620.22 502.89
Cash Accruals (2) 411.98 1,152.75 186.01 70.48
Net Tangible Assets (3) 1,951.92 1,598.71 826.74 750.79
(1)
Net Worth has been computed as the aggregate of equity shares capital and reserves (excluding revaluation reserves)
and after deducting miscellaneous expenditure not written off, if any.
(2)
Cash accruals has been defined as the Earnings before depreciation and tax from operations.

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(3)
Net Tangible Assets are defined as the sum of total fixed assets plus currents assets minus current liabilities minus
intangible assets

6. Our Company has facilitated trading in demat securities and has entered into an agreement with both the depositories.
Our Company has entered into an agreement with Central Depositary Services Limited (CDSL) dated September
12, 2022 and National Securities Depository Limited (NSDL) dated September 08, 2022 for dematerialization of its
Equity Shares already issued and proposed to be issued.

7. The Company has not been referred to Board for Industrial and Financial Reconstruction.

8. Our Company has not been referred to the National Company Law Tribunal (NCLT) under Insolvency and
Bankruptcy Code, 2016.

9. None of the Directors of our Company have been categorized as a Wilful Defaulter or fraudulent borrowers.

10. There is no winding up petition against the Company, which has been admitted by a court of competent jurisdiction
or liquidator has not been appointed.

11. No material regulatory or disciplinary action has been taken by any stock exchange or regulatory authority in the
past three years against the Company.

12. There has been no change in the promoter(s) having significant change in control over the affairs of the Company
in the one year preceding the date of filing application to BSE for listing on SME Platform of BSE Limited.

13. The Company has a website www.kalyanicasttech.com.

We further confirm that we shall be complying with all other requirements as laid down for such Issue under Chapter IX
of SEBI (ICDR) Regulations, as amended from time to time and subsequent circulars and guidelines issued by SEBI and
the Stock Exchange.

We further confirm that we comply with all the above requirements / conditions so as to be eligible to be listed on the
SME Platform of BSE Limited.

COMPLIANCE WITH PART A OF SCHEDULE VI OF THE SEBI (ICDR) REGULATIONS, 2018

Our Company is in compliance with the provisions specified in Part A of Schedule VI of the SEBI (ICDR) Regulations,
2018. No exemption from eligibility norms has been sought under Regulation 300 of the SEBI (ICDR) Regulations, 2018,
with respect to the Issue.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF OFFER DOCUMENT TO THE

SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT IN ANY WAY BE DEEMED OR
CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE
ANY RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE
STATEMENTS MADE OR OPINIONS EXPRESSED IN THE OFFER DOCUMENT. THE BOOK RUNNING
LEAD MANAGER, GRETEX CORPORATE SERVICES LIMITED HAS CERTIFIED THAT THE
DISCLOSURES MADE IN THE OFFER DOCUMENT ARE GENERALLY ADEQUATE AND ARE IN
CONFORMITY WITH THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018. IN FORCE FOR THE TIME BEING. THIS REQUIREMENT IS TO FACILITATE
INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE PROPOSED
ISSUE. IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE ISSUER IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE OFFER DOCUMENT, THE BOOK RUNNING LEAD MANAGER, GRETEX
CORPORATE SERVICES LIMITED IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT
THE ISSUER DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS
THIS PURPOSE, THE BOOK RUNNING LEAD MANAGER HAS FURNISHED TO SEBI A DUE DILIGENCE
CERTIFICATE DATED OCTOBER 31, 2023. THE FILING OF THIS PROSPECTUS DOES NOT, HOWEVER,
ABSOLVE OUR COMPANY FROM ANY LIABILITIES UNDER SECTION 34, SECTION 35, SECTION 36
AND SECTION 38 (1) OF THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING
SUCH STATUTORY AND/ OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE OF
THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME,

185
WITH THE BRLM ANY IRREGULARITIES OR LAPSES IN THE DRAFT OFFER DOCUMENTS/ OFFER
DOCUMENTS.

Note:
The filing of this Prospectus does not, however, absolve our Company from any liabilities under sections 34, 35 and 36(1)
of 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 Issue. SEBI further reserves the right to take up at any point of time, with the Book
Running Lead Manager any irregularities or lapses in this Prospectus.

All legal requirements pertaining to the Issue will be complied with at the time of registration of the Prospectus with the
Registrar of Companies, Delhi & Haryana in terms of Section 26 & 32 of the Companies Act, 2013.

DISCLAIMER STATEMENT FROM OUR COMPANY AND THE BOOK RUNNING LEAD MANAGER

Our Company, its Directors and the BRLM accept no responsibility for statements made otherwise than those contained
in this Prospectus or, in case of the Company, in any 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 his or her own risk. The
BRLM accept no responsibility, save to the limited extent as provided in the agreement entered between the BRLM
(Gretex Corporate Services Limited) and our Company on July 18, 2023 and the addendum Agreement dated October 30,
2023 and the Underwriting Agreement dated July 18, 2023 and the addendum to Underwriting Agreement dated October
30, 2023 entered into between the Underwriters and our Company and the Market Making Agreement dated July 18, 2023
and the addendum to Market Maker Agreement dated October 30, 2023 entered into among the Market Maker and our
Company. All information shall be made available by our Company and the BRLM to the public and investors at large
and no selective or additional information would be available for a section of the investors in any manner whatsoever
including at road show presentations, in research or sales reports, at collection centres or elsewhere. The BRLM and their
respective associates and affiliates may engage in transactions with, and perform services for, our Company, our Promoter
Group, or our affiliates or associates in the ordinary course of business and have engaged, or may in future engage, in
commercial banking and investment banking transactions with our Company, our Promoter Group, and our affiliates or
associates, for which they have received and may in future receive compensation.

Note: Investors who apply in the Issue will be required to confirm and will be deemed to have represented to our Company
and the Underwriter and their respective directors, officers, agents, affiliates and representatives that they are eligible
under all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company and will
not offer, sell, pledge or transfer the Equity Shares of our Company to any person who is not eligible under applicable
laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company. Our Company, the
Underwriters and their respective directors, officers, agents, affiliates and representatives accept no responsibility or
liability for advising any investor on whether such investor is eligible to acquire the Equity Shares in the Issue.

CAUTION

Investors who apply in the Issue will be required to confirm and will be deemed to have represented to our Company and
the Underwriters and their respective directors, officers, agents, affiliates and representatives that they are eligible under
all applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company and will not
Offer, sell, pledge or transfer the Equity Shares of our Company to any person who is not eligible under applicable laws,
rules, regulations, guidelines and approvals to acquire Equity Shares of our Company. Our Company, the Underwriters
and their respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for
advising any investor on whether such investor is eligible to acquire the Equity Shares in the Issue.

PRICE INFORMATION AND THE TRACK RECORD OF THE PAST ISSUES HANDLED BY THE BOOK
RUNNING LEAD MANAGER

For details regarding the price information and track record of the past issue handled by M/s. Gretex Corporate Services
Limited, as specified in Circular reference CIR/CFD/DIL/7/2015 dated October 30, 2015 issued by SEBI, please refer
Annexure A to this Prospectus and the website of the Book Running Lead Manager at www.gretexcorporate.com.

DISCLAIMER IN RESPECT OF JURISDICTION

This Issue is being made in India to persons resident in India (including Indian nationals resident in India who are majors,
HUFs, companies, corporate bodies and societies registered under 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, AIFs state industrial development corporations, insurance companies registered with the Insurance Regulatory and

186
Development Authority, provident funds (subject to applicable law) with a minimum corpus of ₹ 2,500.00 Lakhs and
pension funds with a minimum corpus of ₹ 2,500.00 Lakhs, and permitted non-residents including FIIs, Eligible NRIs,
multilateral and bilateral development financial institutions, FVCIs and eligible foreign investors, insurance funds set up
and managed by army, navy or air force of the Union of India and insurance funds set up and managed by the Department
of Posts, India provided that they are eligible under all applicable laws and regulations to hold Equity Shares of our
Company. The Red Herring Prospectus does not, however, constitute an invitation to purchase shares offered 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 Prospectus comes is required to inform him or herself about, and to observe, any
such restrictions.

Any dispute arising out of this Issue will be subject to jurisdiction of the competent court(s) in Delhi, only.

No action has been, or will be, taken to permit a public Issuing in any jurisdiction where action would be required for that
purpose, except that this Prospectus has been filed at SME Platform of BSE Limited for its observations and BSE will
give its observations in due course. Accordingly, the Equity Shares represented hereby may not be Issued or sold, directly
or indirectly, and this Prospectus may not be distributed in any jurisdiction, except in accordance with the legal
requirements applicable in such jurisdiction. Neither the delivery of this Prospectus nor any sale hereunder shall, under
any circumstances, create any implication that there has been no change in the affairs of our Company from 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 Prospectus in
each jurisdiction, including India.

DISCLAIMER CLAUSE OF THE SME PLATFORM OF BSE LIMITED

BSE Limited (“BSE”) has vide its letter dated October 18, 2023 given permission to “Kalyani Cast-Tech Limited” to use
its name in the Offer Document as the Stock Exchange on whose Small and Medium Enterprises Platform (“SME
Platform”) the Company’s securities are proposed to be listed. BSE has scrutinized this offer document for its limited
internal purpose of deciding on the matter of granting the aforesaid permission to the Company. BSE does not in any
manner:

i. warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or

ii. warrant that this Company’s securities will be listed on completion of Initial Public Offering or will continue to be
listed on BSE; or

iii. take any responsibility for the financial or other soundness of this Company, its Promoter, its management or any
scheme or project of this Company.

iv. warrant, certify, or endorse the validity, correctness or reasonableness of the price at which the Equity Shares are
offered by the Company and investors are informed to take the decision to invest in the Equity Shares of the
Company only after making their own independent enquiries, investigation and analysis. The price at which the
Equity Shares are offered by the Company is determined by the Company in consultation with the Merchant Banker
to the Issue and the Exchange has no role to play in the same and it should not for any reason be deemed or
construed that the contents of this offer document have been cleared or approved by BSE. Every person who desires
to apply for or otherwise acquire any securities of this Company may do so pursuant to independent inquiry,
investigation and analysis and shall not have any claim against BSE whatsoever by reason of any loss which may
be suffered by such person consequent to or in connection with such subscription / acquisition whether by reason
of anything stated or omitted to be stated herein or for any other reason whatsoever.

v. BSE does not in any manner be liable for any direct, indirect, consequential or other losses or damages including
loss of profits incurred by any investor or any third party that may arise from any reliance on this offer document
or for the reliability, accuracy, completeness, truthfulness or timeliness thereof.

vi. The Company has chosen the SME Platform on its own initiative and its own risk, and is responsible for complying
with local laws, rules, regulations, and other statutory or regulatory requirements stipulated by BSE / other

187
 regulatory authority. Any use of the SME Platform and the related services are subject to Indian laws and courts
exclusively situated in Mumbai.

DISCLAIMER CLAUSE UNDER RULE 144A OF THE U.S. SECURITIES ACT

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 Issued 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 Issued and sold outside the United States in compliance with Regulation S of the Securities Act
and the applicable laws of the jurisdiction where those Issues and sales occur.

The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be Issued or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.

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 and legislations in each jurisdiction,
including India.

FILING

The Prospectus is being filed with BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400001, Maharashtra,
India. 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, 2018.

Pursuant to Regulation 246(5) of SEBI (ICDR) Regulations, 2018 and SEBI Circular Number
SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of Prospectus will be filed online through SEBI
Intermediary Portal at https://siportal.sebi.gov.in.

A copy of the Red Herring Prospectus/ Prospectus, along with the material contracts and documents referred elsewhere
in the Prospectus, will be delivered for filing to the Registrar of Companies, Delhi & Haryana, 4th Floor, IFCI Tower,61,
Nehru Place, New Delhi-110019, India.

LISTING

Application have been made to SME Platform of BSE Limited for obtaining permission for listing of the Equity Shares
being offered and sold in the issue on its SME Platform of BSE Limited after the allotment in the Issue. BSE is the
Designated Stock Exchange, with which the Basis of Allotment will be finalized for the Issue.

If the permission to deal in and for an official quotation of the Equity Shares on the SME Platform of BSE Limited is not
granted by BSE, our Company shall forthwith repay, without interest, all moneys received from the applicants in
pursuance of this Prospectus. The allotment letters shall be issued or application money shall be refunded / unblocked
within such time prescribed by SEBI or else the application money shall be refunded to the applicants forthwith, failing
which interest shall be due to be paid to the applicants at the rate of fifteen per cent per annum for the delayed period as
prescribed under Companies Act, 2013, the SEBI (ICDR) Regulations and other applicable law.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of
trading at the SME Platform of BSE Limited mentioned above are taken within 6 Working Days of the Issue Closing
Date.

The Company has obtained approval from BSE vide letter dated October 18, 2023 to use the name of BSE in this issue
document for listing of equity shares on SME Platform of BSE Limited.

IMPERSONATION

Attention of the Applicants is specifically drawn to the provisions of Section 38(1) of the Companies Act, 2013 which is
reproduced below:

Any person who-

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• Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or

• 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

• 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 to action under Section 447 of the Companies, Act 2013.

CONSENTS

Consents in writing of (a) Our Directors, Promoters, Company Secretary & Compliance Officer, Chief Financial Officer,
Peer Review and Statutory Auditor, Key Managerial Personnel’s, Banker(s) to the Company, Banker to the Issue; Book
Running Lead Manager, Underwriters, Market Maker, Syndicate Member, Registrar to the Issue and Legal Advisor to
the Issue to act in their respective capacities shall be obtained as required as required under Section 26 & 32 of the
Companies Act, 2013 and such consents shall not be withdrawn up to the time of delivery of the Prospectus for registration
with the ROC. Our Statutory Auditor holding Peer Reviewed Certificate has given their written consent to the inclusion
of their report in the form and context in which it appears in this Prospectus and such consent and report shall not be
withdrawn up to the time of delivery of the Prospectus for filing with the ROC.

In accordance with the Companies Act, 2013 and the SEBI (ICDR) Regulations, 2018, M/s. Goel Mintri and Associates,
Peer Review Auditor and Statutory Auditors of the Company have agreed to provide their written consent to the inclusion
of their respective reports on “Statement of Possible Tax Benefits” relating to the possible tax benefits and restated
financial statements as included in this Prospectus in the form and context in which they appear therein and such consent
and reports will not be withdrawn up to the time of delivery of this Prospectus.

EXPERT TO THE ISSUE

Except as stated below, our Company has not obtained any expert opinions:

• Report of the Statement of Possible of Tax Benefits.

• Report of the Auditor on the Restated Financial Statements of our Company for the period ended on June 30, 2023
and for the financial year ended on March 31, 2023, March 31, 2022 and March 31, 2021 of our Company dated
October 25, 2023.

EXPENSES TO THE ISSUE

The expenses of this Issue include, among others, underwriting and management fees, printing and distribution expenses,
legal fees, statutory advertisement expenses and listing fees. For details of total expenses of the Issue, refer to chapter
“Objects of the Issue” beginning on page 74 of this Prospectus.

DETAILS OF FEES PAYABLE

Fees Payable to the Book Running Lead Manager

The total fees payable to the Book Running Lead Manager will be as per the Mandate Letter issued by our Company to
the Book Running Lead Manager, the copy of which is available for inspection at our Registered Office.

Fees Payable to the Registrar to the Issue

The fees payable to the Registrar to the Issue will be as per the Agreement signed by our Company and the Registrar to
the Issue dated July 18, 2023 and the addendum to Registrar to the Issue Agreement dated October 30, 2023 a copy of
which is available for inspection at our Registered Office. The Registrar to the Issue will be reimbursed for all out-of-
pocket expenses including cost of stationery, postage, and stamp duty and communication expenses. Adequate funds will
be provided by the Company to the Registrar to the Issue to enable them to send refund orders or allotment advice by
registered post / speed post / under certificate of posting.

Fees Payable to Others

The total fees payable to the Legal Advisor, Auditor and Advertiser, etc. will be as per the terms of their respective
engagement letters if any.

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UNDERWRITING COMMISSION, BROKERAGE AND SELLING COMMISSION

The underwriting commission and the selling commission for the Issue are as set out in the Underwriting Agreement
amongst the Company and Underwriters. The underwriting commission shall be paid as set out in the Underwriting
Agreement based on the Issue price and the amount underwritten in the manner mentioned in accordance with Section 40
of the Companies Act, 2013 and the Companies (Prospectus and Allotment of Securities) Rule, 2013.

PREVIOUS RIGHTS AND PUBLIC ISSUES SINCE THE INCORPORATION

Except as stated below, we have not made any previous rights and / or public issues since incorporation and are an
“Unlisted Issuer” in terms of the SEBI (ICDR) Regulations, 2018 and this Issue is an “Initial Public Offering” in terms
of the SEBI (ICDR) Regulations, 2018.

Our company had previously made an application for listing its securities on SME platform of BSE Limited. We received
In-Principle Approval from exchange vide letter LO\SME-IPO\SC\IP\381\2022-23, dated March 08, 2023.

However, the Company decided to withdraw the said application.

The Brief details of the previous Application of IPO is as follows:

Date of Draft Prospectus: December 22, 2022

Issue Type: Fixed Price Issue
No of Shares: 18,00,000

CAPITAL ISSUES IN THE LAST THREE (3) YEARS BY LISTED GROUP COMPANIES / SUBSIDIARY /
ASSOCIATES

None of our Group Company / Associates that are listed on any Stock Exchange has made any Capital Issue in the last
three (3) years. We do not have any subsidiary as on date of this Prospectus.

PREVIOUS ISSUES OF SHARES OTHERWISE THAN FOR CASH

Except as stated in the chapter titled “Capital Structure” beginning on page 63 of this Prospectus, our Company has not
issued any Equity Shares for consideration otherwise than for cash.

COMMISSION AND BROKERAGE ON PREVIOUS ISSUES

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
since our inception.

PARTICULARS IN REGARD TO OUR COMPANY AND OTHER LISTED COMPANIES UNDER THE SAME
MANAGEMENT WITHIN THE MEANING OF SECTION 370(1B) OF THE COMPANIES ACT, 1956 /
SECTION 186 OF THE COMPANIES ACT, 2013 WHICH MADE ANY CAPITAL ISSUE DURING THE LAST
THREE YEARS.

None of the equity shares of Companies under same management are listed on any recognized stock exchange. None of
the above companies have raised any capital during the past 3 years.

PROMISE VERSUS PERFORMANCE FOR OUR COMPANY

Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations, 2018, and this Issue is an “Initial Public
Offering” in terms of the SEBI (ICDR) Regulations, 2018. Therefore, data regarding promise versus performance is not
applicable to us.

LISTED SUBSIDIARY / PROMOTER

We do not have any listed Subsidiary or Promoter Company as on date of this Prospectus.

OUTSTANDING DEBENTURES, BONDS, REDEEMABLE PREFERENCE SHARES AND OTHER

INSTRUMENTS ISSUED BY OUR COMPANY

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Our company has issued debentures and the details of the debentures are mentioned in the chapter “Statement of
Financial Indebtedness” on page no 173.

STOCK MARKET DATA FOR OUR EQUITY SHARES

Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations, 2018, and this Issue is an “Initial Public
Offering” in terms of the SEBI (ICDR) Regulations, 2018. Thus, there is no stock market data available for the Equity
Shares of our Company.

MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES

The Agreement between the Registrar and our Company provides for retention of records with the Registrar for a period
of at least three years from the last date of dispatch of the letters of allotment, demat credit and unblocking of funds to
enable the investors to approach the Registrar to this Issue for redressal of their grievances. All grievances relating to this
Issue may be addressed to the Registrar with a copy to the Compliance Officer, giving full details such as the name,
address of the applicant, number of Equity Shares applied for, amount paid on application and the bank branch or
collection center where the application was submitted.

All grievances relating to the ASBA process may be addressed to the SCSB, giving full details such as name, address of
the applicant, number of Equity Shares applied for, amount paid on application and the Designated Branch or the
collection centre of the SCSB where the Application Form was submitted by the ASBA applicants.

DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY

Our Company has appointed Bigshare Services Private Limited as the Registrar to the Issue to handle the investor
grievances in co-ordination with the Compliance Officer of the Company. All grievances relating to the present Issue may
be addressed to the Registrar with a copy to the Compliance Officer, giving full details such as name, address of the
applicant, number of Equity Shares applied for, amount paid on application and name of bank and branch. The Company
would monitor the work of the Registrar to ensure that the investor grievances are settled expeditiously and satisfactorily.

The Registrar to the Issue will handle investor’s grievances pertaining to the Issue. A fortnightly status report of the
complaints received and redressed by them would be forwarded to the Company. The Company would also be co-
ordinating with the Registrar to the Issue in attending to the grievances to the investor.

All grievances relating to the ASBA process may be addressed to the SCSBs, giving full details such as name, address of
the applicant, number of Equity Shares applied for, amount paid on application and the Designated Branch of the SCSB
where the Application Form was submitted by the ASBA Applicant. We estimate that the average time required by us or
the Registrar to the Issue or the SCSBs for the redressal of routine investor grievances will be seven business days from
the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies are
involved, we will seek to redress these complaints as expeditiously as possible.

We have constituted the Stakeholders Relationship Committee of the Board vide resolution passed at the Board Meeting
held on October 17, 2022. For further details, please refer to the chapter titled “Our Management” beginning on page
127 of this Prospectus.

Our Company has appointed Mr. Pankaj Kumar as Company Secretary and Compliance Officer and he may be contacted
at the following address:

Mr. Pankaj Kumar

B-144 Second Floor DDA Shed Phase-1 Okhla Industrial Area Phase-I New Delhi South Delhi DL 110020, India.
Tel: 011 26444400
Email: [email protected]
Website: www.kalyanicasttech.com

Investors can contact the Company Secretary and Compliance Officer or the Registrar in case of any Pre-Issue or Post-
Issue related problems such as non-receipt of letters of allocation, credit of allotted Equity Shares in the respective
beneficiary account or unblocking of funds, etc.

Status of Investor Complaints

We confirm that we have not received any investor compliant during the three years preceding the date of this Prospectus
and hence there are no pending investor complaints as on the date of this Prospectus.

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Disposal of Investor Grievances by Listed Companies under the same Management

None of our Group Companies / Associates / Subsidiary are listed on any Stock Exchange as on the date of filing this
Prospectus.

CAPITALISATION OF RESERVES OR PROFITS

Save and except as stated in the chapter titled “Capital Structure” beginning on page 63 of this Prospectus, our Company
has not capitalized its reserves or profits during the last five years.

REVALUATION OF ASSETS

Our Company has not revalued its assets since incorporation.

TAX IMPLICATIONS

Investors who are allotted Equity Shares in the Issue will be subject to capital gains tax on any resale of the Equity Shares
at applicable rates, depending on the duration for which the investors have held the Equity Shares prior to such resale and
whether the Equity Shares are sold on the Stock Exchanges. For details, please refer the section titled “Statement of
Possible Tax Benefits” beginning on page 86 of this Prospectus.

PURCHASE OF PROPERTY

Other than as disclosed in this Prospectus, there is no property which has been purchased or acquired or is proposed to be
purchased or acquired which is to be paid for wholly or partly from the proceeds of the present Issue or the purchase or
acquisition of which has not been completed on the date of this Prospectus.

Except as stated elsewhere in this Prospectus, our Company has not purchased any property in which the Promoter and /
or Directors have any direct or indirect interest in any payment made there under.

SERVICING BEHAVIOR

There has been no default in payment of statutory dues or of interest or principal in respect of our borrowings or deposits.

PAYMENT OR BENEFIT TO OFFICERS OF OUR COMPANY

Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our
Company is entitled to any benefit upon termination of his employment in our Company or superannuation. Except as
disclosed under sections titled “Our Management” and “Related Party Transactions” beginning on pages 127 and 155
respectively of this Prospectus none of the beneficiaries of loans and advances and sundry debtors are related to the
Directors of our Company.

EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY, GRANTED
BY SEBI

Our company has not applied or received any exemption from complying with any provisions of securities laws by SEBI.

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 SECTION XI: ISSUE RELATED INFORMATION

TERMS OF THE ISSUE

The Equity Shares being Issued are subject to the provisions of the Companies Act, SCRA, SCRR, SEBI (ICDR)
Regulations, the SEBI Listing Regulations, our Memorandum and Articles of Association, the terms of the Draft Red
Herring Prospectus, Red Herring Prospectus, Prospectus, Application Form, any Confirmation of Allocation Note
(“CAN”), the Revision Form, Allotment advices, and other terms and conditions as may be incorporated in the Allotment
advices and other documents/certificates that may be executed in respect of the Issue. The Equity Shares shall also be
subject to all applicable laws, guidelines, rules, notifications and regulations relating to the issue of capital and listing
and trading of securities issued from time to time by SEBI, the Government Of India, the Stock Exchange, the RoC, the
RBI and/ or other authorities, as in force on the date of the Issue and to the extent applicable or such other conditions as
may be prescribed by SEBI, RBI, the Government Of India, the Stock Exchange, the RoC and/ or any other authorities
while granting its approval for the Issue.

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 issue 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, SEBI through 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, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June
28, 2019, circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019 and circular
(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, the circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50
dated March 30, 2020, SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 and any subsequent
circulars issued by SEBI in this regard, SEBI 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 RIIs 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, with respect to Application by retail individual investors 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 Applicants with existing timeline of T+6 days will continue
for a period of three months or launch of five main board public issues, whichever is later (“UPI Phase II”). Subsequently,
the final reduced timeline will be made effective using the UPI Mechanism for applications by retail individual investors
(“UPI Phase III”), as may be prescribed by SEBI.

Further vide the said circular Registrar to the Issue and Depository Participants have been also authorized to collect the
Application forms. Investor may visit the official website of the concerned for any information on operationalization of
this facility of form collection by the Registrar to the Issue and Depository Participants as and when the same is made
available.

AUTHORITY FOR THE PRESENT ISSUE

This Public Issue has been authorized by a resolution of our Board of Directors passed at their meeting held on July 14,
2023 subject to the approval of shareholders through a special resolution to be passed pursuant to Section 62(1I) of the
Companies Act, 2013 at the General Meeting. The shareholders have authorized the Issue by a Special Resolution in
accordance with Section 62(1)(c) of the Companies Act, 2013 passed at the Extra Ordinary General Meeting of our
Company held on July 17, 2023.

RANKING OF EQUITY SHARES

The Equity Shares being issued shall be subject to the provisions of the Companies Act, and our MoA and AoA and shall
rank pari-passu in all respects with the existing Equity Shares of our Company including rights in respect of dividends
and other corporate benefits, if any, declared by us after the date of Allotment. The Allottees, upon Allotment of Equity
Shares under this Issue, will be entitled to receive dividends and other corporate benefits, if any, declared by our Company
after the date of Allotment. For further details, please refer to section titled, ‘Main Provisions of Article of Association’,
beginning on page 238 of this Prospectus.

MODE OF PAYMENT OF DIVIDEND

The declaration and payment of dividend will be as per the provisions of Companies Act, 2013, Article of Association,
the provision of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 any other rules, regulations
or guidelines as may be issued by Government of India in connection there to and as per the recommendation by the
Board of Directors and the Shareholders at their discretion and will depend on a number of factors, including but not

193
limited to earnings, capital requirements and overall financial condition of our Company. We shall pay dividend, in cash
as per the provisions of the Companies Act and our Articles of Association. For further details in relation to dividends,
please refer to sections titled, ‘Dividend Policy’ and ‘Main Provisions of Article of Association’, beginning on page 156
and 238 respectively, of this Prospectus.

FACE VALUE AND ISSUE PRICE

The face value of each Equity Share is ₹10.00 and the Issue Price at the lower end of the Price Band is ₹ 137.00 per Equity
Share (“Floor Price”) and at the higher end of the Price Band is ₹ 139.00 per Equity Share (“Cap Price”). The Anchor
Investor Issue Price is ₹ 139.00 per Equity Share.

The Price Band and the minimum Bid Lot size as decided by our Company in consultation with the BRLM, and was
advertised, at least two Working Days prior to the Bid/ Issue Opening Date, in all edition of financial express (a widely
circulated english national daily newspaper) and all edition of jansatta (a widely circulated hindi national & regional daily
newspaper (hindi being the regional language of delhi where our registered office is located) and was made available to
the Stock Exchange for the purpose of uploading on its website. The Price Band, along with the relevant financial ratios
calculated at the Floor Price and at the Cap Price, was pre filled in the Bid cum Application Forms available on the website
of the Stock Exchange. The Issue Price as determined by our Company and in consultation with the BRLM, after the Bid/
Issue Closing Date, on the basis of assessment of market demand for the Equity Shares offered by way of Book Building
Process. At any given point of time there shall be only one denomination of the Equity Shares of our Company, subject
to applicable laws.

The Issue Price is determined by our Company in consultation with the Book Running Lead Manager and is justified
under the Section titled, ‘Basis for Issue Price’, beginning on page 80 of this Prospectus.

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 ICDR REGULATIONS

Our Company shall comply with all requirements of the ICDR Regulations, as amended 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 the AoA, the Equity Shareholders shall have 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, in accordance with the provisions of the Companies Act, 2013;

• Right to receive Issue for rights shares and be allotted bonus shares, if announced;

• Right to receive surplus on liquidation; subject to any statutory or preferential claims 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, as may be applicable, terms of the Listing Regulations and the MoA and AoA of our Company.

For further details on the main provision of our Company’s AoA dealing with voting rights, dividend, forfeiture and lien,
transfer and transmission and / or consolidation / splitting, etc., please refer to Section titled, ‘Main Provisions of the
Articles of Association’, beginning on page 238 of this Prospectus.

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MINIMUM APPLICATION VALUE, MARKET LOT AND TRADING LOT

In terms of Section 29 of the Companies Act, 2013, the Equity Shares shall be Allotted only in dematerialised form. As
per the existing ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form for all Applicants.
In this context, two agreements have been signed among our Company, the respective Depositories and the Registrar to
the Issue:

• Tripartite Agreement dated September 08, 2022 between NSDL, our Company and Registrar to the Issue; and

• Tripartite Agreement dated September 12, 2022 between CDSL, our Company and Registrar to the Issue.

The ISIN of the company is INE0N6U01018

MARKET LOT AND TRADING LOT

Trading of the Equity Shares will happen in the minimum contract size of 1,000 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 BSE from time to time
by giving prior notice to investors at large. Allocation and allotment of Equity Shares through this Issue will be done in
multiples of 1,000 Equity Share subject to a minimum allotment of 1,000 Equity Shares to 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 Lakhs per application.

MINIMUM NUMBER OF ALLOTTEES

In accordance with the Regulation 268 of ICDR Regulations, the minimum number of Allottees in this Issue shall be 50
shareholders. In case the minimum number of prospective Allottees is less than 50, no Allotment will be made pursuant
to this Issue and the monies blocked by the SCSBs shall be unblocked within 4 Working Days of closure of Issue.

JOINT HOLDERS

Where 2 (two) or more persons are registered as the holders of any Equity Shares, they will be deemed to hold such Equity
Shares as joint holders with benefits of survivorship.

NOMINATION FACILITY TO INVESTOR

In accordance with Section 72 of the Companies Act, 2013, the First / Sole 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 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 the prescribed
manner, any person to become entitled to Equity Share(s) in the event of his or her death during the minority. A
nomination shall stand rescinded upon a sale 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 Section 72 of the Companies Act, 2013, any Person who becomes a nominee by virtue of this section
shall upon the production of such evidence as may be required by the Board of Directors, elect either:

• to register himself or herself as the holder of the Equity Shares; or

• to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, our 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 90 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.

Since the Allotment of Equity Shares in the Issue will be made only in dematerialized form, there is no need to make a
separate nomination with our Company. Nominations registered with the respective Depository Participant of the
applicant would prevail. If the Applicants require changing the nomination, they are requested to inform their respective
Depository Participant.

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WITHDRAWAL OF THE ISSUE

In accordance with the SEBI (ICDR) Regulations, our Company, in consultation with BRLM, reserves the right not to
proceed with this issue at any time after the Issue Opening Date, but before our Board meeting for Allotment without
assigning reasons thereof.

If our Company withdraws the Issue after the Issue Closing Date, we will give reason thereof within two days by way of
a public notice which shall be published in the same newspapers where the pre-issue advertisements were published.

Further, the Stock Exchanges shall be informed promptly in this regard and the BRLM, through the Registrar to the Issue,
shall notify the SCSBs to unblock the Bank Accounts of the ASBA Applicants within one Working Day from the date of
receipt of such notification.

In case our Company withdraws the Issue after the Issue Closing Date and subsequently decides to undertake a public
offering of Equity Shares, our Company will file a fresh Offer Document with the Stock Exchange where the Equity
Shares may be proposed to be listed.

Notwithstanding the foregoing, the Issue is also subject to obtaining the final Listing and Trading Approval of the Stock
Exchange, which the Company shall apply for after Allotment. In terms of the SEBI Regulations, Non-Retail Applicants
shall not be allowed to withdraw their Application after the Issue Closing Date.

ISSUE PROGRAM

Bid/Issue Opened on Wednesday, November 08, 2023

Bid/Issue Closed on Friday, November 10, 2023
Finalization of Basis of Allotment with the Designated Stock Exchange On or about
Thursday, November 16, 2023
Initiation of Allotment / Refunds / Unblocking of Funds from ASBA Account On or about
or UPI ID linked bank account* Friday, November 17, 2023
Credit of Equity Shares to Demat accounts of Allottees On or about
Monday, November 20, 2023
Commencement of trading of the Equity Shares on the Stock Exchange On or about
Tuesday, November 21, 2023
Note 1Our Company in consultation with the Book Running Lead Manager, considered participation by Anchor Investors
in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Issue Period was opened one Working Day
prior to the Bid/Issue Opening Date in accordance with the SEBI ICDR Regulations

*In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) for cancelled / withdrawn / deleted ASBA Forms, the Applicant shall be compensated at a uniform rate of ₹
100 per day or 15% per annum of the Application Amount, whichever is higher from the date on which the request for
cancellation / withdrawal / deletion is placed in the Stock Exchanges Applying 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 Applicant 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 Application
Amount, the Applicant shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the difference in
amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock;
(iv) any delay in unblocking of non-allotted / partially allotted Application, exceeding four Working Days from the Issue
Closing Date, the Applicant shall be compensated at a uniform rate of ₹ 100 per day or 15% per annum of the Application
Amount, whichever is higher for the entire duration of delay exceeding four Working Days from the Issue Closing Date
by the SCSB responsible for causing such delay in unblocking. The post Issue LM shall be liable for compensating the
Applicant at a uniform rate of ₹ 100 per day or 15% per annum of the Application Amount, whichever is higher from the
date of receipt of the Investor grievance until the date on which the blocked amounts are unblocked. For the avoidance of
doubt, the provisions of the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as
amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 shall be deemed to be
incorporated in the deemed agreement of the Company with the SCSBs to the extent applicable.

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 the Stock Exchange are taken within 6 Working Days of the
Bid / Issue Closing Date, the timetable may change due to various factors, such as extension of the Bid / Issue Period by
our Company, revision of the Price Band or any delays in receiving the final listing and trading approval from the Stock

196
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.

Bid-Cum- Application Forms and any revisions to the same will be accepted only between 10.00 A.M. to 5.00 P.M. (IST)
during the Issue Period (except for the Bid/ Issue Closing Date). On the Bid/ Issue Closing Date, the Bid-Cum-
Application Forms will be accepted only between 10.00 A.M. to 3.00 P.M. (IST) for retail and non-retail Bidders. The
time for applying for Retail Individual Bidders on Bid/ Issue Closing Date maybe extended in consultation with the
BRLM, RTA and BSE SME taking into account the total number of applications received up to the closure of timings.

(i) On the Bid/ Issue Closing Date, the Bids shall be uploaded until 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.

On the Bid/ Issue Closing Date, extension of time will be granted by the Stock Exchange only for uploading Bids received
from Retail Individual Bidders after taking into account the total number of Bids received and as reported by the BRLM
to the Stock Exchange.

The Registrar to the Issue shall submit the details of cancelled/ withdrawn/ deleted applications to the SCSBs on a daily
basis within 60 minutes of the Bid closure time from the Bid/ Issue Opening Date till the Bid/ Issue Closing Date by
obtaining the same from the Stock Exchanges. The SCSBs shall unblock such applications by the closing hours of the
Working Day and submit the confirmation to the BRLM and the RTA on a daily basis.

To avoid duplication, the facility of re-initiation provided to Syndicate Members, if any shall preferably be allowed only
once per Bid/batch and as deemed fit by the Stock Exchange, after closure of the time for uploading Bids.

It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not
blocked by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, would
be rejected.

Due to the limitation of time available for uploading the Bid-Cum-Application Forms on the Bid/Issue Closing Date,
Applicants are advised to submit their applications 1(one) day prior to the Issue Closing Date and, in any case, not later
than 3:00 p.m. (IST) on the Bid/Issue Closing Date. Any time mentioned in this Prospectus is IST. Applicants are
cautioned that, in the event a large number of Bid-Cum-Application Forms are received on the Issue Closing Date, as is
typically experienced in public issue, some Bid-Cum-Application Forms may not get uploaded due to the lack of sufficient
time. Such Bid-Cum-Application Forms that cannot be uploaded will not be considered for allocation under this Issue.
Bid-Cum-Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holidays).
Neither our Company nor the Book Running Lead Manager is liable for any failure in uploading the Bid-Cum-Application
Forms due to faults in any software / hardware system or otherwise.

In accordance with ICDR Regulations, QIBs and Non-Institutional Applicants are not allowed to withdraw or lower the
size of their application (in terms of the quantity of the Equity Shares or the Application Amount) at any stage. Retail
Individual Investors can revise or withdraw their Application Forms prior to the Issue Closing Date. Allocation to Retail
Individual Investors, in this Issue 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 Application
Form, for a particular Applicant, the details as per the file received from SME platform of BSE Limited 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 Issue
shall ask the relevant SCSBs / RTAs / DPs / stock brokers, as the case may be, for the rectified data.

Our Company in consultation with the BRLM, reserves the right to revise the Price Band during the Bid/ Issue Period.
The revision in the Price Band shall not exceed 20% on either side, i.e. the Floor Price can move up or down to the extent
of 20% of the Floor Price and the Cap Price will be revised accordingly. The Floor Price shall not be less than the face
value of the Equity Shares.

In case of any revision to the Price Band, the Bid/ Issue Period will be extended by at least three additional Working Days
following such revision of the Price Band, subject to the Bid/ Issue Period not exceeding a total of 10 Working Days. In
cases of force majeure, banking strike or similar circumstances, our Company in consultation with the BRLM, for reasons
to be recorded in writing, extend the Bid/ Issue Period for a minimum of three Working Days, subject to the Bid/ Issue
Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/ Issue Period, if applicable,
will be widely disseminated by notification to the Stock Exchange, by issuing a public notice, and also by indicating the

197
change on the respective websites of the BRLM and the terminals of the Syndicate Members, if any and by intimation to
SCSBs, other Designated Intermediaries and the Sponsor Bank, as applicable. In case of revision of Price Band, the Bid
Lot shall remain the same.

MINIMUM SUBSCRIPTION

In accordance with Regulation 260 (1) of ICDR Regulations, this Issue is 100% underwritten, so this Issue is not restricted
to any minimum subscription level .

As per section 39 of the new Companies Act, if the “stated minimum amount” has not been subscribed and the sum
payable on Application is not received within a period of 30 days from the date of Prospectus, the Application Amount
has to be returned within such period as may be prescribed.

If our Company does not receive the subscription of 100% of the Issue through this Offer document including
devolvement of Underwriters, our Company shall forthwith unblock the entire subscription amount received. If there is a
delay beyond 8 days after our Company becomes liable to pay the amount, our Company shall pay interest prescribed
under section 73 of the Companies Act, 2013 and applicable law.

In accordance with Regulation 260 (1) of the SEBI ICDR Regulations, our Issue shall be hundred percent underwritten.
Thus, the underwriting obligations shall be for the entire hundred percent of the Issue through this Prospectus and shall
not be restricted to the minimum subscription level. Further, in accordance with Regulation 267 (2) of the SEBI ICDR
Regulations, our Company shall ensure that the minimum application size shall not be less than ₹1.00 Lakhs (Rupees One
Lakhs) 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 issued or sold, and Applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.

ARRANGEMENTS FOR DISPOSAL OF ODD LOTS

The trading of the Equity Shares will happen in the minimum contract size of 1,000 Equity 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 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 SME platform of BSE Limited.

APPLICATION BY ELIGIBLE NRIS, FPIS / FIIS REGISTERED WITH SEBI, VCFS REGISTERED WITH
SEBI AND ELIGIBLE QFIS

It is to be understood that there is no reservation for Eligible NRIs or FPIs / FIIs registered with SEBI or VCFs or Eligible
QFIs. Such Eligible NRIs, Eligible QFIs, FIIs registered with SEBI will be treated on the same basis with other categories
for the purpose of allocation.

NRIs, FPIs / FIIs and foreign venture capital investors registered with SEBI are permitted to purchase shares of an Indian
company in a public issue without the prior approval of the RBI, so long as the price of the Equity Shares to be issued is
not less than the price at which the Equity Shares are issued to residents. The transfer of shares between an Indian resident
and a non-resident does not require the prior approval of the FIPB or the RBI, provided that (i) the activities of the investee
company are under the automatic route under the foreign direct investment (“FDI”) Policy and the non-resident
shareholding is within the sectoral limits under the FDI policy; and (ii) the pricing is in accordance with the guidelines
prescribed by the SEBI / RBI.

The current provisions of the Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside
India) Regulations, 2000, provides a general permission for the NRIs, FPIs and foreign venture capital investors registered
with SEBI to invest in shares of Indian companies by way of subscription in an IPO. However, such investments would
be subject to other investment restrictions under the Foreign Exchange Management (Transfer or Issue of Security by a
Person Resident outside India) Regulations, 2000, RBI and / or SEBI regulations as may be applicable to such investors.

The Allotment of the Equity Shares to Non-Residents shall be subject to the conditions, if any, as may be prescribed by
the Government of India / RBI while granting such approvals.

AS PER THE EXTANT POLICY OF THE GOVERNMENT OF INDIA, OCBS CANNOT PARTICIPATE IN
THIS ISSUE.

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As per the existing regulations, OCBs are not eligible to participate in this Issue. 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 incorporated non-resident entities in terms
of Regulation 5(1) of RBI Notification No. 20/2000-RB dated May 03, 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 Issue provided it obtains a prior approval from
the RBI. On submission of such approval along with the Application Form, the OCB shall be eligible to be considered
for Equity Share allocation.

RESTRICTIONS ON TRANSFER AND TRANSMISSION OF SHARES OR DEBENTURES AND ON THEIR

CONSOLIDATION OR SPLITTING

Except for lock-in of the pre-issue Equity Shares and Promoters’ minimum contribution in the Issue as detailed in the
Section titled, ‘Capital Structure’, beginning on page 63 of this Prospectus, and except as provided in the AoA of our
Company, there are no restrictions on transfer and transmission and on their consolidation / splitting of Equity Shares.
For further details, please refer to the Section titled, ‘Main Provisions of the Articles of Association’, beginning on page
238 of this Prospectus.

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 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 Applicants of any amendments or modifications or changes in applicable laws or
regulations, which may occur after the date of this 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.

NEW FINANCIAL INSTRUMENTS

As on the date of this Prospectus, there are no outstanding warrants, new financial instruments or any rights, which would
entitle the shareholders of our Company, including our Promoters, to acquire or receive any Equity Shares after the Issue.

ALLOTMENT OF EQUITY SHARES IN DEMATERIALIZED FORM

In accordance with the 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.

MIGRATION TO MAIN BOARD

BSE Circular dated March 10, 2014, our Company will have to be mandatorily listed and traded on the SME Platform of
BSE Limited for a minimum period of two years from the date of listing and only after that it can migrate to the Main
Board of the BSE as per the guidelines specified by SEBI and as per the procedures laid down under Chapter IX of the
SEBI (ICDR) Regulations, 2018.

As per the provisions of the Chapter IX of the SEBI (ICDR) Regulation, 2018, our Company may migrate to the main
board of BSE from the SME Platform of BSE Limited on a later date subject to the following:

• If the Paid-up Capital of the Company is likely to increase above ₹ 25.00 crores by virtue of any further issue of capital
by way of rights, preferential issue, bonus issue etc. (which has been approved by a special resolution through postal
ballot wherein the votes cast by the shareholders other than the promoter in favour of the proposal amount to at least
two times the number of votes cast by shareholders other than promoter shareholders against the proposal and for
which the Company has obtained in-principal approval from the main board), we shall have to apply to BSE for listing
our shares on its Main Board subject to the fulfillment of the eligibility criteria for listing of specified securities laid
down by the Main Board.

• If the Paid-up Capital of the Company is more than ₹ 10.00 crores but below ₹ 25.00 crores, we may still apply for
migration to the main board if the same has been approved by a special resolution through postal ballot wherein the
votes cast by the shareholders other than the promoter in favour of the proposal amount to at least two times the
number of votes cast by shareholders other than Promoter shareholders against the proposal.

MARKET MAKING

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The Equity Shares offered through this Issue are proposed to be listed on the SME Platform of BSE Limited, wherein the
Market Maker to this Issue shall ensure compulsory Market Making through the registered Market Makers of the SME
platform of BSE for a minimum period of 3 years from the date of listing on the SME Platform of BSE Limited. For
further details of the agreement entered into between our Company, the Book Running Lead Manager and the Market
Maker please refer to Section titled, ‘General Information - Details of the Market Making Arrangements for this Issue’,
beginning on page 52 of this Prospectus.

JURISDICTION

Exclusive jurisdiction for the purpose of this Issue is with the competent courts / authorities in Delhi, India.

The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in
the United States, and may not be Issued or sold within the United States to, or for the account or benefit of “U.S. persons”
(as defined in Regulation S), except pursuant to an exemption from or in a transaction not subject to, registration
requirements of the U.S. Securities Act and applicable U.S. state Securities laws. Accordingly, the Equity Shares are only
being Issued or sold outside the United States in compliance with Regulation S under the Securities Act and the applicable
laws of the jurisdictions where those Issues and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be Issued or sold, and Applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.

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 ISSUE STRUCTURE

This Issue is being made in terms of Regulation 229(1) of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended
from time to time, whereby, our Company’s post issue paid up capital is less than or equal to ten crore rupees. Our
Company shall issue equity shares to the public and propose to list the same on the SME platform of BSE Limited. For
further details regarding the salient features and terms of such this issue, please refer to chapter titled “Terms of the
Issue” and “Issue Procedure” beginning on page 193 and 205 respectively of this Prospectus.

Initial Public Issue of 21,66,000 Equity Shares of ₹10.00 each (the “Equity Shares”) for cash at a price of ₹139.00 per
Equity Share (including a Share Premium of ₹129.00 per Equity Share), aggregating up to ₹3,010.74 Lakhs (“the Issue”)
by the issuer Company (the “Company”).

The Issue comprises a reservation of 3,62,000 Equity Shares of face value of ₹10.00 each fully paid for cash at price of ₹
139.00 per Equity Share (including a premium of ₹ 129.00 per Equity Share) aggregating to ₹ 503.18 Lakhs for
subscription by the designated Market Maker (Market Maker Reservation Portion) and a Net Issue to Public of 18,04,000
Equity Shares of face value of ₹ 10.00 each fully paid for cash at price of ₹ 139.00 per Equity Share (including a premium
of ₹ 129.00 per Equity Share) aggregating to ₹ 2,507.56 Lakhs (the Net Issue). The Issue and the Net Issue will constitute
30.17 % and 25.12 % respectively of the Post Issue Paid-up Equity Share Capital of the Company. The Issue is being
made through the Book Building Process.

Particulars of the Market Maker QIBs (1) Non- Retail Individual

Issue (2) Reservation Institutional Investors
Portion Investors
Number of Equity 3,62,000 Equity Not more than Not less than 2,71,000 Not less than
Shares available Shares 9,01,000 Equity Equity Shares 6,32,000 Equity
for allocation Shares available for Shares available for
allocation or Issue less allocation or Issue less
allocation to QIB allocation to QIB
Bidders and Retail Bidders and Non-
IndividualBidders. InstitutionalBidders.
Percentage of Issue 16.71 % of the Issue Not more than 50% of Not less than 15% of Not less than 35% of
Size available for Size the Net Issue being the Issue less the Issue less
allocation available for allocation to QIB allocation to QIBs and
allocation to QIB Bidders and RIBs will Non-Institutional
Bidders. However, up be available for Bidders will be
to 5% of the Net QIB allocation. available for
Portion was available allocation
for allocation
proportionately to
Mutual Funds only.
Mutual Funds
participating in the
Mutual Fund Portion
will also be eligible
for allocation in the
remaining QIB
Portion. The
unsubscribed portion
in the Mutual Fund
Portion will be added
to the Net QIB
Portion.
Basis of Firm Allotment Proportionate as Allotment to each Allotment to each
Allotment (3) follows (excluding the Non- Institutional Retail Individual
Anchor Investor Bidder shallnot be less Bidder shall not be
Portion): than the Minimum less than the
NIB Application Size, maximum Bid lot,
(a) Up to 18,000 subject to the subject to availability
Equity Shares shall be availability of Equity of EquityShares in the
available for Shares in the Non- Retail Portionand the
allocation on a Institutional Portion, remaining available
proportionate basis to and the remaining Equity Shares is any,

201
 Mutual Funds only; Equity Shares, if any, shall be allotted on
and shall be allotted on a proportionate basis.
proportionate basis. Fordetails, see “Issue
Up to 3,43,000 Equity For details, see Procedure”
Shares shall be “Issue Procedure” beginning onpage 205
available for beginning on page of this Prospectus.
allocation on a 205 of this
proportionate basis to Prospectus.
all QIBs, including
Mutual Funds
receiving allocationas
per (a) above.

b) Up to 60% of the
QIB Portion (5,40,000
Equity Shares were
allocated on a
discretionary basis to
Anchor Investors of
which one-third shall
be available for
allocation to Mutual
Funds only, subject to
valid Bid received
from MutualFunds at
or above the Anchor
Investor Allocation
Price
Mode of Allotment Compulsorily in dematerialized form.
Minimum Bid Size 3,62,000 Equity Shares Such number of Equity Such number of 1,000 Equity Shares
Shares and in multiples Equity Shares and in
of 1,000 Equity Shares multiples of 1,000
that the Bid Amount Equity Shares that the
exceeds Bid Amount exceeds
₹200,000 ₹200,000
Maximum Bid Size 3,62,000 Equity Such number of Such number of Such number of
Shares Equity Shares in Equity Shares in Equity Shares in
multiples of 1,000 multiples of 1,000 multiples of 1,000
Equity Shares not Equity Shares not Equity Shares so that
exceeding the size of exceeding the size of the Bid Amount does
the Net Issue, subject the Net Issue not exceed ₹200,000
to applicable limits (excluding the QIB
portion), subject to
applicable limits
Trading Lot 1,000 Equity Shares, 1,000 Equity Shares 1,000 Equity Shares 1,000 Equity Shares
However the and in multiples and in multiples and in multiples
Market Maker may thereof thereof thereof
accept odd lots if any
in the market as
required under the
SEBI (ICDR)
Regulations, 2018.
Terms of Payment 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, that is specified in
the ASBA Form at the timeof submission of the ASBA Form. In case of Anchor Investors: Full
Bid Amount shall be payable by the Anchor Investors at the time of submission of their Bids(4)
Mode of Bid Only through the Only through the Through ASBA
ASBA process. ASBAprocess Process Through
Banks or by usingUPI
ID for payment
This Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations, 2018, as amended from time to time.

202
(1) Our Company, in consultation with the Book Running Lead Managers, allocated 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 was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual
Funds at or above the price Anchor Investor Allocation Price.
(2) In terms of Rule 19(2) of the SCRR read with Regulation 252 of the SEBI (ICDR) Regulations, 2018 this is an Issue
for at least 25% of the post issue paid-up Equity share capital of the Company. This Issue is being made through Book
Building Process, wherein allocation to the public shall be as per Regulation 252 of the SEBI (ICDR) Regulations.
(3) Subject to valid Bids being received at or above the Issue Price, undersubscription, if any, in any category, except in
the QIB Portion, would be allowed to be met with spill-over from any other category or combination of categories of
Bidders at the discretion of our Company in consultation with the Book Running Lead Managers and the Designated
Stock Exchange, subject to applicable laws.
(4) Full Bid Amount was payable by the Anchor Investors at the time of submission of the Anchor Investor Application
Forms provided that any difference between the Anchor Investor Allocation Price and the Anchor Investor Issue Price
shall be payable by the Anchor Investor Pay-In Date as indicated in the CAN.

The Bids by FPIs with certain structures as described under “Issue Procedure - Bids by FPIs” on page 205 and having
same PAN may be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted
to such successful Bidders (with same PAN) may be proportionately distributed.

If the Bid is submitted in joint names, the Bid cum Application Form should contain only the name of the first Bidder
whose name should also appear as the first holder of the depository account held in joint names. The signature of only
the first Bidder would be required in the Bid cum Application Form and such first Bidder would be deemed to have signed
on behalf of the joint holders. Bidders will be required to confirm and will be deemed to have represented to our Company,
the Underwriters, their respective directors, officers, agents, affiliates and representatives that they are eligible under
applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares.

WITHDRAWAL OF THE ISSUE

In accordance with the SEBI (ICDR) Regulations, our Company in consultation with Book Running Lead Manager,
reserves the right not to proceed with this issue at any time after the Issue Opening Date, but before our Board meeting
for Allotment without assigning reasons thereof.

If our Company withdraws the Issue after the Issue Closing Date, we will give reason thereof within two days by way of
a public notice which shall be published in the same newspapers where the pre-issue advertisements were published.

Further, the Stock Exchanges shall be informed promptly in this regard and the Book Running Lead Manager, through
the Registrar to the Issue, shall notify the SCSBs to unblock the Bank Accounts of the ASBA Applicants within one
Working Day from the date of receipt of such notification.

In case our Company withdraws the Issue after the Issue Closing Date and subsequently decides to undertake a public
offering of Equity Shares, our Company will file a fresh Offer Document with the Stock Exchange where the Equity
Shares may be proposed to be listed.

Notwithstanding the foregoing, the Issue is also subject to obtaining the final Listing and Trading Approval of the Stock
Exchange, which the Company shall apply for after Allotment. In terms of the SEBI Regulations, Non-Retail Applicants
shall not be allowed to withdraw their Application after the Issue Closing Date.

JURISDICTION

Exclusive jurisdiction for the purpose of this issue is with the competent courts / authorities at Delhi.

ISSUE PROGRAMME

Issue Opening Date Wednesday, November 08, 2023

Issue Closing Date Friday, November 10, 2023
Our Company in consultation with the Book Running Lead Manager, considered participation by Anchor Investors in
accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/ Issue Period was opened one Working Day prior
to the Bid/ Issue Opening Date in accordance with the SEBI ICDR Regulations.

Applications and any revisions to the same will be accepted only between 10.00 A.M. to 5.00 P.M. (IST) during the Issue
Period at the Application Centers mentioned in the Bid-Cum- Application Form.

Standardization of cut-off time for uploading of applications on the Bid/ Issue Closing Date:

203
 a) A standard cut-off time of 3.00 P.M. for acceptance of applications.

b) A standard cut-off time of 4.00 P.M. for uploading of applications received from other than retail individual
applicants.

c) A standard cut-off time of 5.00 P.M. for uploading of applications received from only retail individual applicants,
which may be extended up to such time as deemed fit by BSE after taking into account the total number of
applications received up to the closure of timings and reported by BRLM to BSE within half an hour of such
closure.

It is clarified that Bids not uploaded would be rejected. In case of discrepancy in the data entered in the electronic book
vis-à-vis the data contained in the physical Bid-Cum- Application Form, for a particular bidder, the details as per physical
Bid-Cum-application form of that Bidder may be taken as the final data for the purpose of allotment.

Bids will be accepted only on Working Days, i.e., Monday to Friday (excluding bank holidays).

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 ISSUE PROCEDURE

All Bidders 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 updated
pursuant to the circular (CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015 as amended and modified by the
circular (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016, and SEBI Circular bearing number
(SEBI/HO/CFD/DIL2/CIR/P/2018/22) dated February 15, 2018 and Circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138)
dated November 01, 2018, notified by SEBI (“General Information Document”) and SEBI Circular No.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019, included below under Section “PART B – 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 ICDR Regulations. The General Information Document is available
on the websites of the Stock Exchanges and the Book Running Lead Manager. Please refer to the relevant portions of the
General Information Document which are applicable to this Issue.

All Designated Intermediaries in relation to the Issue should ensure compliance with the SEBI circular
(CIR/CFD/POLICYCELL/11/2015) dated November 10, 2015, as amended and modified by the SEBI circular
(SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 and SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2018/22)
dated February 15, 2018 and (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, in relation to
clarifications on streamlining the process of public issue of equity shares and convertibles as amended and modified by
the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019 circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 June 28, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26,
2019 and circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019.

Additionally, all Bidders may refer to the General Information Document for information, in addition to what is stated
herein, in relation to (i) category of Bidders eligible to participate in the Issue; (ii) maximum and minimum Application
size; (iii) price discovery and allocation; (iv) payment instructions for Bidders applying through ASBA process and Retail
Individual Investors applying through the United Payments Interface channel; (v) issuance of Confirmation of Allocation
Note (“CAN”) and Allotment in the Issue; (vi) general instructions (limited to instructions for completing the Bid Cum
Application Form); (vii) Designated Date; (viii) disposal of Applications; (ix) submission of Bid Cum Application Form;
(x) other instructions (limited to joint 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.

With effect from July 1, 2019, with respect to Applications 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 Applications with existing timeline of T+6 days will continue
for a period of three months or launch of five main board public issues, whichever is later (“UPI Phase II”), Further
pursuant to SEBI Circular SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 UPI Phase II was extended
till March 31, 2020. Subsequently, the final reduced timeline will be made effective using the UPI Mechanism for
applications by RIBs (“UPI Phase III”), as may be prescribed by SEBI

Subsequently, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made
using the ASBA facility in initial public offerings (opening on or after September 1, 2022) shall be processed only after
application monies are blocked in the bank accounts of investors (all categories). The BRLM shall be the nodal entity for
any issues arising out of public issuance process.

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 the Prospectus. Bidders 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 Draft Red Herring Prospectus, the Red Herring
Prospectus and the Prospectus.

This section applies to all the Bidders, please note that all the Bidders are required to make payment of the Full
Application Amount along with the Bid Cum Application Form.

PHASED IMPLEMENTATION OF UPI FOR BIDS BY RETAIL INDIVIDUAL BIDDERS AS PER THE UPI
CIRCULAR

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SEBI has issued circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June
28, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019 and circular SEBI/HO/CFD/DIL2/CIR/P/2020/50
dated March 30, 2020 (collectively the “UPI Circulars”) in relation to streamlining the process of public issue of equity
shares and convertibles. 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 the ASBA)
for applications by RIBs through 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 Circular proposes
to introduce and implement the UPI payment 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, a Retail Individual had the option to submit the Application Form with any of the intermediary and use
his / her UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing continued to
be six working days.

Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of three months
or floating of five main board public issues, whichever is later. Subsequently, it was decided to extend the timeline for
implementation of Phase II until March 31, 2020. Further still, as per SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/50
dated March 30, 2020, the current Phase II of Unified Payments Interface with Application Supported by Blocked Amount
is continued till 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 is replaced by the UPI
payment mechanism. However, the time duration from public issue closure to listing continues to be six working days
during this phase.

Phase III: The commencement period of Phase III is yet to be notified. In this phase, the time duration from public issue
closure to listing is proposed to be reduced to three working days.

Pursuant to the SEBI UPI Circular, SEBI has set out specific requirements for redressal of investor grievances for
applications that have been made through the UPI Mechanism. The requirements of the SEBI UPI Circular include,
appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send
SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit details of
cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful Bidders to be
unblocked not later than one day from the date on which the Basis of Allotment is finalised. Failure to unblock the
accounts within the timeline would result in the SCSBs being penalised under the relevant securities law. Additionally, if
there is any delay in the redressal of investors’ complaints in this regard, the relevant SCSB as well as the post – issue
BRLM will be required to compensate the concerned investor.

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 payment mechanism.

The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter
banks (SCSBs) only after such banks make an application as prescribed in Annexure I of SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and provide a written confirmation on compliance with SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.

Further, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, all UPI Bidders applying
in public Offers where the application amount is up to ₹ 500,000 shall use the UPI Mechanism and shall also provide
their UPI ID in the Bid cum Application Form submitted with any of the entities mentioned herein below:

• a syndicate member

• 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”)

• a depository participant (“DP”) (whose name is mentioned on the website of the stock exchange as eligible for this
activity)

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• a registrar to the issue and shares transfer agent (“RTA”) (whose name is mentioned on the website of the stock
exchange as eligible for this activity)

For further details, refer to the General Information Document to be available on the website of the Stock Exchange and
the BRLM’s.

BOOK BUILDING PROCEDURE

In terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (the “SCRR”) read with
Regulation 252 of SEBI ICDR Regulations, 2018, the Issue is being made for at least 25% of the post-Issue paid-up
Equity Share capital of our Company. The Issue is being made under Regulation 229(1) of Chapter IX of SEBI (Issue of
Capital and Disclosure Requirements) Regulations, 2018 via book building process.

The allocation to the public will be made as per Regulation 253 of SEBI ICDR Regulations, wherein not more than 50%
of the Issue shall be allocated on a proportionate basis to QIBs, our Company in consultation with the BRLM, allocated
up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations,
of which one-third was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual
Funds at or above the Anchor Investor Allocation Price. Further, 5% of the QIB Portion (excluding the Anchor Investor
Portion) was available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the QIB Portion
was 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 Issue Price. Further, not less than 15% of the Issue shall be available
for allocation on a proportionate basis to Non-Institutional Investors and not less than 35% of the Issue shall be available
for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being
received at or above the Issue Price.

Accordingly, we have allocated the Net Issue i.e., not less than 35% of the Net Issue shall be available for allocation to
Retail Individual Bidders and not less than 15% of the Net Issue shall be available for allocation to Non-institutional
bidders and not more than 50% of the Net Issue shall be allocated on a proportionate basis to QIBs.

Subject to valid Bids being received at or above the Issue Price, undersubscription, if any, in any category, except the
QIB Portion, would be allowed to be met with spill-over from any other category or a combination of categories at the
discretion of our Company in consultation with the BRLM, and the Designated Stock Exchange. However, under-
subscription, if any, in the QIB Portion will not be allowed to be met with spillover from other categories or a combination
of categories.

The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.

Bidders should note that the Equity Shares will be allotted to all successful Bidders only in dematerialized form. The
Bid cum Application Forms which do not have the details of the Bidders’ depository account, including DP ID, Client
ID and PAN and UPI ID (for RIBs using the UPI Mechanism), shall be treated as incomplete and will be rejected.
Eligible Employees Bidding in the Employee Reservation Portion Bidding using the UPI Mechanism, shall be treated
as incomplete and will be rejected. Bidders will not have the option of being Allotted Equity Shares in physical form.

Investors must ensure that their PAN is linked with Aadhaar and are in compliance with the notification dated
February 13, 2020 issued by the Central Board of Direct Taxes and the press release dated June 25, 2021.

BID CUM APPLICATION FORM

Copies of the Bid cum Application Form and the abridged prospectus will be available at the offices of the Book Running
Lead Manager, the Designated Intermediaries, and the Registered Office of our Company. An electronic copy of the
Application Form will also be available for download on the websites of the BSE (www.bseindia.com), the SCSBs, the
Registered Brokers, the RTAs and the CDPs at least one day prior to the Issue Opening Date.

All ASBA Bidders must provide either (i) the bank account details and authorization 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. The ASBA
Forms that do not contain such details will be rejected.

UPI Bidders Bidding using the UPI Mechanism must provide the UPI ID in the relevant space provided in the Bid cum
Application Form. Bid cum Application Forms that do not contain the UPI ID are liable to be rejected. Applications made
by the UPI Bidder using third party bank account or using third party linked bank account UPI ID are liable for rejection.
UPI Bidders Bidding using the UPI Mechanism may also apply through the SCSBs and mobile applications using the
UPI handles as provided on the website of SEBI.

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Further, Bidders shall ensure that the Bids are submitted at the Bidding Centres only on Bid cum Application Forms
bearing the stamp of a Designated Intermediary (except in case of electronic Bid cum Application Forms) and Bid cum
Application Forms not bearing such specified stamp may be liable for rejection.

ASBA Bidders are also required to ensure that the ASBA Account has sufficient credit balance as an amount equivalent
to the full Bid Amount which can be blocked by the SCSBs or sponsor banks, as applicable, at the time of submitting the
Bid. In order to ensure timely information to investors, SCSBs are required to send SMS alerts to investors intimating
them about Bid Amounts blocked/ unblocked including details as prescribed in Annexure II of SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.

The prescribed colour of the Application Form for various categories is as follows:

Category Colour of Bid cum Application

Form*
Anchor Investors1 Grey
Resident Indians, including resident QIBs, Non-Institutional Investors, White
Retail Individual Investors and Eligible NRIs applying on a non-
repatriation basis^
Non-Residents including FPIs, Eligible NRIs, FVCIs and registered Blue
bilateral and multilateral institutions applying on a repatriation basis ^
*Excluding electronic Bid cum Application Form
^Electronic Bid cum Application Form and the abridge prospectus will be made available for download on the website
of the stock exchange (www.bseindia.com)
1
Bid cum Application Forms for Anchor Investors were available at the offices of the BRLM

Designated Intermediaries (other than SCSBs) after accepting Bid Cum Application Form submitted by RIIs (without
using UPI for payment), NIIs and QIBs shall capture and upload the relevant details in the electronic bidding system of
stock exchange(s) and shall submit / deliver the Bid Cum Application Forms to respective SCSBs where the Bidders has
a bank account and shall not submit it to any non-SCSB Bank.

Further, for applications submitted to designated intermediaries (other than SCSBs), with use of UPI for payment, after
accepting the Bid Cum Application Form, respective intermediary shall capture and upload the relevant application
details, including UPI ID, in the electronic bidding system of stock exchange(s).

Bidders shall only use the specified Bid Cum Application Form for making an Application in terms of the Prospectus.

The Bid Cum Application Form shall contain information about the Bidder and the price and the number of Equity Shares
that the Bidders wish to apply for. Bid Cum Application Forms downloaded and printed from the websites of the Stock
Exchange shall bear a system generated unique application number. Bidders are required to ensure that the ASBA Account
has sufficient credit balance as an amount equivalent to the full Application Amount can be blocked by the SCSB or
Sponsor Bank at the time of submitting the Application.

An Investor, intending to subscribe to this Issue, shall submit a completed Bid Cum Application Form to any of the
following intermediaries (Collectively called – “Designated Intermediaries”)

Sr. No. Designated Intermediaries

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 issue and share transfer agent (‘RTA’) (whose name is mentioned on the website of the
stock exchange as eligible for this activity)
Retails 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 Bid Cum Application Form.

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 Bid Cum
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:

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 For Applications After accepting the form, SCSB shall capture and upload the relevant details in the electronic
submitted by bidding system as specified by the stock exchange and may begin blocking funds available in
Investors to SCSB: the bank account specified in the form, to the extent of the application money specified.
For applications After accepting the Bid Cum Application Form, respective Intermediary shall capture and
submitted by upload the relevant details in the electronic bidding system of the stock exchange. Post
investors to uploading, they shall forward a schedule as per prescribed format along with the Bid Cum
intermediaries other Application Forms to designated branches of the respective SCSBs for blocking of funds
than SCSBs: within one day of closure of Issue.
For applications After accepting the Bid Cum Application Form, respective intermediary shall capture and
submitted by upload the relevant application details, including UPI ID, in the electronic bidding system of
investors to stock exchange. Stock exchange shall share application details including the UPI ID with
intermediaries other sponsor bank on a continuous basis, to enable sponsor bank to initiate mandate request on
than SCSBs with use investors for blocking of funds. Sponsor bank shall initiate request for blocking of funds
of UPI for payment: through NPCI to investor. Investor to accept mandate request for blocking of funds, on his /
her mobile application, associated with UPI ID linked bank account.

The Stock Exchanges shall accept the ASBA applications in their electronic bidding system only with a mandatory
confirmation on the application monies blocked. For UPI Bidders using UPI Mechanism, the Stock Exchanges shall share
the Bid details (including UPI ID) with the Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate
UPI Mandate Request to UPI Bidders for blocking of funds. For ASBA Forms (other than UPI Mechanism) Designated
Intermediaries (other than SCSBs) shall submit / deliver the ASBA Forms to the respective SCSB where the Bidder has
an ASBA bank account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank.

For UPI Bidders using UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the
Sponsor Bank on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to UPI Bidders for
blocking of funds. The Sponsor Bank shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall
accept the UPI Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID
linked bank account. In accordance with BSE Circular No: 20220803-40 and NSE Circular No: 25/2022, each dated
August 3, 2022, for all pending UPI Mandate Requests, the Sponsor Bank shall initiate requests for blocking of funds in
the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm on the Bid / Issue Closing Date
(“Cut-Off Time”). Accordingly, UPI Bidders should accept UPI Mandate Requests for blocking off funds prior to the
Cut- off Time and all pending UPI Mandate Requests at the Cut-Off Time shall lapse. Further, modification of Bids shall
be allowed in parallel during the Bid / Issue Period until the Cut-Off Time. The NPCI shall maintain an audit trail for
every bid entered in the Stock Exchanges bidding platform, and the liability to compensate UPI Bidders (using the UPI
Mechanism) in case of failed transactions shall be with the concerned entity (i.e., the Sponsor Bank, NPCI or the bankers
to an issue) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail of all
disputed transactions / investor complaints to the Sponsor Bank and the Bankers to the Issue. The BRLMs shall also be
required to obtain the audit trail from the Sponsor Bank and the Bankers to the Issue for analysing the same and fixing
liability.

Stock exchange shall allow modification of selected fields viz. DP ID / Client ID or Pan ID (Either DP ID / Client ID or
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 Bid Cum Application Form to Application Collecting intermediaries, the Bidders
are deemed to have authorized our Company to make the necessary changes in the Prospectus, without prior or subsequent
notice of such changes to the Bidders.

Availability of Prospectus and Bid Cum Application Forms

Copies of the Bid cum Application Form and the abridged prospectus will be available at the offices of the BRLM, the
Designated Intermediaries at Bidding Centres, and Registered Office of our Company. An electronic copy of the Bid cum
Application Form will also be available for download on the websites of SCSBs (via Internet Banking) and BSE
(www.bseindia.com) at least one day prior to the Bid / Issue Opening Date.

Bid cum application for Anchor Investor were made available at the Office of the BRLM.

Who can Bid?

Each Bidder should check whether it is eligible to apply under applicable law, rules, regulations, guidelines and policies.
Furthermore, certain categories of Bidders, such as NRIs, FPIs and FVCIs may not be allowed to apply in the Issue or to
hold Equity Shares, in excess of certain limits specified under applicable law. Bidders are requested to refer to the DRHP
for more details.

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Subject to the above, an illustrative list of Bidders is as follows:

• Indian nationals’ 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);

• Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the
application is being made in the name of the HUF in the Bid Cum Application Form as follows: ―Name of Sole or
First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta‖.
Applications by HUFs would be considered at par with those from individuals;

• Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in
the Equity Shares under their respective constitutional and charter documents;

• Mutual Funds registered with SEBI;

• 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 Issue;

• 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);

• FPIs other than Category III FPI; VCFs and FVCIs registered with SEBI;

• Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;

• Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under the Non-
Institutional Bidder ‘s category;

• Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial Development
Corporations;

• Foreign Venture Capital Investors registered with the SEBI;

• 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;

• Scientific and / or Industrial Research Organizations authorized to invest in equity shares;

• Insurance Companies registered with Insurance Regulatory and Development Authority, India;

• Provident Funds with minimum corpus of ₹ 25 Crores and who are authorized under their constitution to hold and
invest in equity shares;

• Pension Funds and Pension Funds with minimum corpus of ₹ 25 Crores and who are authorized under their
constitution to hold and invest in equity shares;

• 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;

• Multilateral and bilateral development financial institution;

• Eligible QFIs;

• Insurance funds set up and managed by army, navy or air force of the Union of India;

• Insurance funds set up and managed by the Department of Posts, India;

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• Any other person eligible to apply in this Issue, under the laws, rules, regulations, guidelines and policies applicable
to them.

Applications not to be made by:

• Minors (except through their Guardians)

• Partnership firms or their nominations

• Foreign Nationals (except NRIs)

• Overseas Corporate Bodies

As per the existing regulations, OCBs are not eligible to participate in this Issue. 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 Issue
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

1. For Retail Individual Bidders

The Application must be for a minimum of 1,000 Equity Shares and in multiples of 1,000 Equity Shares thereafter, so as
to ensure that the Application Price payable by the Bidder does not exceed 2,00,000/-. In case of revision of Applications,
the Retail Individual Bidders have to ensure that the Application Price does not exceed 2,00,000/-.

2. For Other than Retail Individual Bidders (Non-Institutional Applicants and QIBs):

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 1,000 Equity Shares thereafter. An application cannot be submitted for more than the Net
Issue 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 Bidder cannot withdraw its Application after the Issue
Closing Date and is required to pay 100% QIB Margin upon submission of Application.

In case of revision in Applications, the Non-Institutional Bidders, 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.

Bidders 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
the Draft Red Herring Prospectus.

The above information is given for the benefit of the Bidders. The Company and the BRLMs are not liable for any
amendments or modification or changes in applicable laws or regulations, which may occur after the date of this
Prospectus. Bidders 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.

METHOD OF BIDDING PROCESS

Our Company in consultation with the BRLM decided the Price Band and the minimum Bid lot size for the Issue and the
same was advertised in all edition of financial express (a widely circulated english national daily newspaper) and all
edition of jansatta (a widely circulated hindi national & regional daily newspaper (hindi being the regional language of
delhi where our registered office is located) at least two Working Days prior to the Bid / Issue Opening Date. The BRLM
and the SCSBs accepted Bids from the Bidders during the Bid / Issue Period.

a) The Bid / Issue Period was for a minimum of three Working Days and did not exceed 10 Working Days. The Bid /
Issue Period maybe extended, if required, by an additional three Working Days, subject to the total Bid / Issue Period
not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid / Issue Period, if applicable,
will be published in all edition of financial express (a widely circulated english national daily newspaper) and all
edition of jansatta (a widely circulated hindi national & regional daily newspaper (hindi being the regional language

211
 of delhi where our registered office is located), each with wide circulation and also by indicating the change on the
websites of the Book Running Lead Manager.

b) During the Bid / Issue Period, Retail Individual Bidders, should approach the BRLM or their authorized agents to
register their Bids. The BRLM shall accept Bids from Anchor Investors and ASBA Bidders in Specified Cities and
it shall have the right to vet the Bids during the Bid / Issue Period in accordance with the terms of the Prospectus.
ASBA Bidders should approach the Designated Branches or the BRLM (for the Bids to be submitted in the Specified
Cities) to register their Bids.

c) Each Bid cum Application Form will give the Bidder the choice to Bid for up to three optional prices (for details
refer to the paragraph titled “Bids at Different Price Levels and Revision of Bids” below) within the Price Band and
specify the demand (i.e., the number of Equity Shares Bid for) in each option. The price and demand options
submitted by the Bidder in the Bid cum Application Form will be treated as optional demands from the Bidder and
will not be cumulated. After determination of the Issue Price, the maximum number of Equity Shares Bid for by a
Bidder / Applicant at or above the Issue Price will be considered for allocation / Allotment and the rest of the Bid(s),
irrespective of the Bid Amount, will become automatically invalid.

d) The Bidder / Applicant cannot Bid through another Bid cum Application Form after Bids through one Bid cum
Application Form have been submitted to a BRLM or the SCSBs. Submission of a second Bid cum Application
Form to either the same or to another BRLM or SCSB will be treated as multiple Bid and is liable to be rejected
either before entering the Bid into the electronic bidding system, or at any point of time prior to the allocation or
Allotment of Equity Shares in this Issue. However, the Bidder can revise the Bid through the Revision Form, the
procedure for which is detailed under the paragraph “Buildup of the Book and Revision of Bids”.

e) Except in relation to the Bids received from the Anchor Investors, the BRLM / the SCSBs will enter each Bid option
into the electronic bidding system as a separate Bid and generate a Transaction Registration Slip, (“TRS”), for each
price and demand option and give the same to the Bidder. Therefore, a Bidder can receive up to three TRSs for each
Bid cum Application Form.

f) The BRLM shall accept the Bids from the Anchor Investors during the Anchor Investor Bid / Issue Period i.e., one
working day prior to the Bid / Issue Opening Date. Bids by QIBs under the Anchor Investor Portion and the QIB
Portion shall not be considered as multiple Bids.

g) Along with the Bid cum Application Form, Anchor Investors will make payment in the manner described in “Escrow
Mechanism - Terms of payment and payment into the Escrow Accounts” in the section “Issue Procedure” beginning
on page 205 of the Red Herring Prospectus.

h) Upon receipt of the Bid cum Application Form, submitted whether in physical or electronic mode, the Designated
Branch of the SCSB shall verify if sufficient funds equal to the Bid Amount are available in the ASBA Account, as
mentioned in the Bid cum Application Form, prior to uploading such Bids with the Stock Exchange.

i) If sufficient funds are not available in the ASBA Account, the Designated Branch of the SCSB shall reject such Bids
and shall not upload such Bids with the Stock Exchange.

j) If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Bid Amount
mentioned in the Bid cum Application Form and will enter each Bid option into the electronic bidding system as a
separate Bid and generate a TRS for each price and demand option. The TRS shall be furnished to the ASBA Bidder
on request.

k) The Bid Amount shall remain blocked in the aforesaid ASBA Account until finalisation of the Basis of Allotment
and consequent transfer of the Bid Amount against the Allotted Equity Shares to the Public Issue Account, or until
withdrawal / failure of the Issue or until withdrawal / rejection of the Bid cum Application Form, as the case may
be. Once the Basis of Allotment is finalized, the Registrar to the Issue shall send an appropriate request to the SCSB
for unblocking the relevant ASBA Accounts and for transferring the amount allocable to the successful Bidders to
the Public Issue Account. In case of withdrawal / failure of the Issue, the blocked amount shall be unblocked on
receipt of such information from the Registrar to the Issue.

BIDS AT DIFFERENT PRICE LEVELS AND REVISION OF BIDS

a) Our Company in consultation with the BRLM, and without the prior approval of, or intimation, to the Bidders,
reserves the right to revise the Price Band during the Bid / Issue Period, provided that the Cap Price shall be less
than or equal to 120% of the Floor Price and the Floor Price shall not be less than the face value of the Equity Shares.
The revision in Price Band shall not exceed 20% on the either side i.e., the floor price can move up or down to the

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 extent of 20% of the floor price disclosed. If the revised price band decided, falls within two different price bands
than the minimum application lot size shall be decided based on the price band in which the higher price falls into.

b) Our Company in consultation with the BRLM, finalized the Issue Price within the Price Band, without the prior
approval of, or intimation, to the Bidders.

c) The Bidders can Bid at any price within the Price Band. The Bidder has to Bid for the desired number of Equity
Shares at a specific price. Retail Individual Bidders may Bid at the Cut-off Price. However, bidding at the Cut-off
Price is prohibited for QIB and Non-Institutional Bidders and such Bids from QIB and Non-Institutional Bidders
shall be rejected.

d) Retail Individual Bidders, who Bid at Cut-off Price agree that they shall purchase the Equity Shares at any price
within the Price Band. Retail Individual Bidders shall submit the Bid cum Application Form along with a cheque /
demand draft for the Bid Amount based on the Cap Price with the Syndicate. In case of ASBA Bidders (excluding
Non-Institutional Bidders and QIB Bidders) bidding at Cut-off Price, the ASBA Bidders shall instruct the SCSBs to
block an amount based on the Cap Price.

e) The price of the specified securities offered to an anchor investor shall not be lower than the price offered to other
applicants.

Participation by Associates / Affiliates of BRLM and the Syndicate Members:

The BRLM and the Syndicate Members, if any, shall not be allowed to purchase in this Issue in any manner, except
towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLM and the Syndicate
Members, if any, may subscribe the Equity Shares in the Issue, either in the QIB Category or in the Non-Institutional
Category as may be applicable to such Bidders, where the allocation is on a proportionate basis and such subscription
may be on their own account or on behalf of their clients.

Neither the BRLM nor any persons related to the BRLM (other than Mutual Funds sponsored by entities related to the
BRLM), Promoters and Promoter Group can apply in the Issue under the Anchor Investor Portion.

Option to Subscribe in the Issue:

a) 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.

b) The Equity Shares, on allotment, shall be traded on the Stock Exchange in Demat segment only.

c) 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 Bidders:

1. Our Company and the Book Running Lead Manager shall declare the Issue Opening Date and Issue Closing Date
in the 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.

2. Our Company will file the Prospectus with the RoC at least 3 (three) days before the Issue Opening Date.

3. Copies of the Bid Cum Application Form along with Abridge Prospectus and copies of the Prospectus will be
available with the, the Book Running Lead Manager, the Registrar to the Issue, and at the Registered Office of our
Company. Electronic Bid Cum Application Forms will also be available on the websites of the Stock Exchange.

4. Any Bidder who would like to obtain the Prospectus and / or the Bid Cum Application Form can obtain the same
from our Registered Office.

5. Bidders who are interested in subscribing for the Equity Shares should approach Designated Intermediaries to
register their applications.

6. Bid Cum Application Forms submitted directly to the SCSBs should bear the stamp of the SCSBs and / or the
Designated Branch, or the respective Designated Intermediaries. Bid Cum Application Form submitted by
Applicants whose beneficiary account is inactive shall be rejected.

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7. The Bid Cum 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. The 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 Bid Cum Application Forms that do not contain such details are liable to be rejected.

8. Bidders applying directly through the SCSBs should ensure that the Bid Cum 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 Bid Cum Application Form, before entering the
ASBA application into the electronic system.

9. 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 Bidders, or in the case of application in joint names, the first
Bidder (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 Bid Cum
Application Form without PAN is liable to be rejected. The demat accounts of Bidders 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 Issue will be made into the accounts of such Bidders.

10. The Bidders may note that in case the PAN, the DP ID and Client ID mentioned in the Bid Cum 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 Bid Cum Application Form is liable
to be rejected.

BIDS BY ANCHOR INVESTORS:

Our Company in consultation with the BRLM, considered participation by Anchor Investors in the Issue for up to 60%
of the QIB Portion in accordance with the SEBI Regulations. Only QIBs as defined in Regulation 2(1) (ss) of the SEBI
Regulations and not otherwise excluded pursuant to Schedule XIII of the SEBI Regulations are eligible to invest. The
QIB Portion will be reduced in proportion to allocation under the Anchor Investor Portion. In the event of
undersubscription in the Anchor Investor Portion, the balance Equity Shares will be added to the QIB Portion. In
accordance with the SEBI Regulations, the key terms for participation in the Anchor Investor Portion are provided below.

1. Anchor Investor Bid cum Application Forms will be made available for the Anchor Investors 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 is at least 200.00 lakhs.
A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual
schemes of a Mutual Fund will be aggregated to determine the minimum application size of 200.00 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 / Issue Opening Date and be completed on
the same day.

5. Our Company in consultation with the BRLM, finalized allocation to the Anchor Investors on a discretionary basis,
provided that the minimum and maximum number of Allottees in the Anchor Investor Portion will be, as mentioned
below:

• where allocation in the Anchor Investor Portion is up to 200.00 Lakhs, maximum of 2 (two) Anchor Investors.

• where the allocation under the Anchor Investor Portion is more than 200.00 Lakhs but upto 2500.00 Lakhs,
minimum of 2 (two) and maximum of 15 (fifteen) Anchor Investors, subject to a minimum Allotment of 100.00
Lakhs per Anchor Investor; and

• where the allocation under the Anchor Investor portion is more than 2500.00 Lakhs:(i) minimum of 5 (five)
and maximum of 15 (fifteen) Anchor Investors for allocation upto 2500.00 Lakhs; and (ii) an additional 10

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 Anchor Investors for every additional allocation of 2500.00 Lakhs or part thereof in the Anchor Investor
Portion; subject to a minimum Allotment of 100.00 Lakhs per Anchor Investor.

6. Allocation to Anchor Investors has been completed on the Anchor Investor Bid / Issue Period. The number of Equity
Shares allocated to Anchor Investors and the price at which the allocation is made available in the public domain by
the BRLM before the Bid / Issue Opening Date, through intimation to the Stock Exchange.

7. Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.

8. If the Issue Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Issue Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors within 2
(two) Working Days from the Bid / Issue Closing Date. If the Issue 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 Issue
Price.

9. At the end of each day of the bidding period, the demand including allocation made to anchor investors, shall be
shown graphically on the bidding terminals of syndicate members and website of stock exchange offering
electronically linked transparent bidding facility, for information of public.

10. Equity Shares Allotted in the Anchor Investor Portion will be locked in for a period of 30 days from the date of
Allotment.

11. The BRLM, our Promoters, Promoter Group or any person related to them (except for Mutual Funds sponsored by
entities related to the BRLM) will not participate in the Anchor Investor Portion. The parameters for selection of
Anchor Investors will be clearly identified by the BRLM and made available as part of the records of the BRLM for
inspection by SEBI.

12. Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple
Bids.

13. Anchor Investors are not permitted to Bid in the Issue through the ASBA process.

BIDS BY ELIGIBLE NRI’S:

Eligible NRIs may obtain copies of Bid cum Application Form from the offices of the BRLM and the Designated
Intermediaries. 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”) ASBA
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 Bid cum Application Form.

Eligible NRIs bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents (white in
colour).

Eligible NRIs bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents
(blue in colour).

BIDS BY FPI INCLUDING FII’S:

In terms of the SEBI FPI Regulations, any qualified foreign investor or FII who holds a valid certificate of registration
from SEBI shall be deemed to be an 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 a sub-account may participate in this Issue, in accordance with Schedule 2 of the
FEMA Regulations, until the expiry of its registration with SEBI as an FII or a sub-account. An FII shall not be eligible
to invest as an FII after registering as an FPI under the SEBI FPI Regulations.

In case of Bids made by FPIs, a certified copy of the certificate of registration issued by the designated depository
participant under

the FPI Regulations is required to be attached to the Bid cum Application Form, failing which our Company reserves the
right to reject any Bid without assigning any reason. An FII or subaccount may, subject to payment of conversion fees
under the SEBI FPI Regulations, participate in the Issue, until the expiry of its registration as a FII or sub-account, or
until it obtains a certificate of registration as FPI, whichever is earlier. Further, in case of Bids made by SEBI-registered
FIIs or sub-accounts, which are not registered as FPIs, a certified copy of the certificate of registration as an FII issued by

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SEBI is required to be attached to the Bid cum Application Form, failing which our Company reserves the right to reject
any Bid without assigning any reason.

In terms of the SEBI FPI Regulations, the Issue of Equity Shares to 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-Issue 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 sectorial 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. The
existing individual and aggregate investment limits an FII or sub account in our Company is 10% and 24% of the total
paid-up Equity Share capital of our Company, respectively.

FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be specified
by the Government from time to time.

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 and unregulated broad based funds,
which are classified as Category II foreign portfolio investor by virtue of their investment manager being appropriately
regulated, may issue or otherwise deal in offshore derivative instruments (as defined under the SEBI FPI Regulations as
any instrument, by whatever name called, which is issued overseas by an 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 (ii) such offshore derivative instruments are issued after compliance with know your client norms. 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.

FPIs who wish to participate in the Issue are advised to use the Bid cum Application Form for Non- Residents (blue in
colour).

BIDS BY SEBI REGISTERED VCF’S, AIF’S AND FVCI’S:

The SEBI FVCI Regulations and the SEBI AIF Regulations inter-alia prescribe the investment restrictions on the VCFs,
FVCIs and AIFs registered with SEBI. Further, the SEBI AIF Regulations prescribe, among others, the investment
restrictions on AIF’s.

The holding by any individual VCF registered with SEBI in one venture capital undertaking should not exceed 25% of
the corpus of the VCF. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds by way of
subscription to an initial public offering.

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 AIF 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 AIF Regulations shall continue to be regulated by the VCF Regulation until the existing fund or scheme
managed by the fund is wound up and such funds shall not launch any new scheme after the notification of the SEBI AIF
Regulations.

All 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 or the BRLM will not be responsible for loss, if any, incurred by the Bidder on account of conversion of
foreign currency.

There is no reservation for Eligible NRIs, FPIs and FVCIs and all Bidders will be treated on the same basis with other
categories for the purpose of allocation.

BIDS BY HUFS:

Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder should specify that the Application
is being made in the name of the HUF in the Bid cum Application Form as follows: “Name of sole or first Applicant:

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XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Bid cum Applications by
HUFs may be considered at par with Bid cum Applications from individuals.

BIDS BY MUTUAL FUNDS:

No Mutual Fund scheme shall invest more than 10% of its net asset value in equity shares or equity related instruments
of any single company provided that the limit of 10% shall not be applicable for investments in 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 Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with the Bid
cum Application Form. Failing this, our Company reserves the right to accept or reject any Bid cum Application in whole
or in part, in either case, without assigning any reason thereof.

In case of a mutual fund, a separate Bid cum 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 treated as
multiple applications provided that the Bids clearly indicate the scheme concerned for which the Bids has been made.

The Bids made by the asset management companies or custodians of Mutual Funds shall specifically state the names of
the concerned schemes for which the Applications are made.

BIDS BY SYSTEMATICALLY IMPORTANT NON-BANKING FINANCIAL COMPANIES:

In case of Applications made by Systemically Important Non-Banking Financial Companies, a certified copy of the
certificate of registration issued by the RBI, a certified copy of its last audited financial statements on a standalone basis
and a net worth certificate from its statutory auditor(s), must be attached to the Bid cum Application Form. Failing this,
our Company reserve the right to reject any Application, without assigning any reason thereof. Systemically Important
Non-Banking Financial Companies participating in the Issue shall comply with all applicable legislations, regulations,
directions, guidelines and circulars issued by RBI from time to time.

BIDS BY LIMITED LIABILITY PARTNERSHIPS:

In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a
certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to
the Bid cum Application Form. Failing this, our Company reserves the right to reject any bid without assigning any reason
thereof. Limited liability partnerships can participate in the Issue only through the ASBA process.

BIDS BY INSURANCE COMPANIES:

In case of Bids made by insurance companies registered with the IRDA, a certified copy of certificate of registration
issued by IRDA must be attached to the Bid cum Application Form. Failing this, our Company reserves the right to reject
any Bid by Insurance Companies without assigning any reason thereof. The exposure norms for insurers, prescribed under
the Insurance Regulatory and Development Authority (Investment) Regulations, 2000, as amended, are broadly set forth
below:

• Equity shares of a company: the least of 10% of the investee company’s subscribed capital (face value) or 10% of
the respective fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;

• The entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or 15%
of investment assets in case of a general insurer or reinsurer or 15% of the investment assets in all companies
belonging to the group, whichever is lower; and

• The industry sector in which the investee company belong to: not more than 15% of the fund of a life insurer or 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 (1), (2) and (3) above, as the
case may be. Insurance companies participating in this Issue shall comply with all applicable regulations, guidelines and
circulars issued by IRDAI from time to time.

BIDS UNDER POWER OF ATTORNEY:

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In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, FIIs,
Mutual Funds, insurance companies and provident funds with a minimum corpus of ₹ 2500 Lakhs (subject to applicable
law) and pension funds with a minimum corpus of ₹2500 Lakhs, a certified copy of the power of attorney or the relevant
resolution or authority, as the case may be, along with a certified copy of the memorandum of association and articles of
association and / or bye laws must be lodged along with the Bid cum Application Form. Failing this, our Company
reserves the right to accept or reject any Bid in whole or in part, in either case, without assigning any reasons thereof. In
addition to the above, certain additional documents are required to be submitted by the following entities:

a) With respect to Bids by FIIs and Mutual Funds, a certified copy of their SEBI registration certificate must be lodged
along with the Bid cum Application Form.

b) With respect to Bids by insurance companies registered with the Insurance Regulatory and Development Authority,
in addition to the above, a certified copy of the certificate of registration issued by the Insurance Regulatory and
Development Authority must be lodged along with the Bid cum Application Form.

c) With respect to Bids made by provident funds with a minimum corpus of ₹ 2500 Lakhs (subject to applicable law)
and pension funds with a 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 Bid cum
Application Form.

d) With respect to Bids made by limited liability partnerships registered under the Limited Liability Partnership Act,
2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be
attached to the Bid cum Application Form.

e) Our Company in consultation with the BRLM in their absolute discretion, reserves the right to relax the above
condition of simultaneous lodging of the power of attorney along with the Bid cum Application form, subject to
such terms and conditions that our Company and the BRLM may deem fit.

The above information is given for the benefit of the Bidders. Our Company, the BRLM and the Syndicate Members are
not liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the
date of the Prospectus. Bidders are advised to make their independent investigations and Bidders are advised to ensure
that any single Bid from them does not exceed the applicable investment limits or maximum number of Equity Shares
that can be held by them under applicable law or regulation or as specified in the Prospectus.

BIDS BY PROVIDENT FUNDS / PENSION FUNDS:

In case of Bids made by provident funds with minimum corpus of ₹25.00 Crore (subject to applicable law) and pension
funds with minimum corpus of ₹25.00 Crore, a certified copy of certificate from a chartered accountant certifying the
corpus of the provident fund / pension fund must be lodged along with the Bid cum Application Form. Failing this, the
Company reserves the right to accept or reject any bid in whole or in part, in either case, without assigning any reason
thereof.

BIDS BY BANKING COMPANY:

In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration
issued by RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the
Bid cum Application Form, failing which our Company reserves the right to reject any Bid by a banking company without
assigning any reason.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act,
1949, as amended (the “Banking Regulation Act”), and the Reserve Bank of India (Financial Services provided by Banks)
Directions, 2016, is 10% of the paid-up share capital of the investee company not being its subsidiary engaged in non-
financial services or 10% of the banks’ own paid-up share capital and reserves, whichever is lower. However, a banking
company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share capital of such
investee company if (i) the investee company is engaged in non-financial activities permitted for banks in terms of Section
6(1) of the Banking Regulation Act, or (ii) the additional acquisition is through restructuring of debt / corporate debt
restructuring / strategic debt restructuring, or to protect the banks’ interest on loans / investments made to a company.
The bank is required to submit a time bound action plan for disposal of such shares within a specified period to RBI. A
banking company would require a prior approval of RBI to make (i) investment in a subsidiary and a financial services
company that is not a subsidiary (with certain exception prescribed), and (ii) investment in a nonfinancial services
company in excess of 10% of such investee company’s paid-up share capital as stated in 5(a)(v)(c)(i) of the Reserve Bank
of India (Financial Services provided by Banks) Directions, 2016.

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BIDS BY SCSB’S:

SCSBs participating in the Issue are required to comply with the terms of the SEBI circulars dated September 13, 2012
and January 2, 2013. Such SCSBs are required to ensure that for making Bid cum Applications on their own account
using ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs. Further,
such account shall be used solely for the purpose of making Bid cum application in public issues and clear demarcated
funds should be available in such account for such Bid cum applications.

ISSUANCE OF A CONFIRMATION NOTE (“CAN”) AND ALLOTMENT IN THE ISSUE:

1. Upon approval of the basis of allotment by the Designated Stock Exchange, the BRLM or Registrar to the Issue
shall send to the SCSBs a list of their Bidders who have been allocated Equity Shares in the Issue.

2. The Registrar will then dispatch a CAN to their Bidders who have been allocated Equity Shares in the Issue. The
dispatch of a CAN shall be deemed a valid, binding and irrevocable contract for the Bidder

Issue Procedure for Application Supported by Blocked Account (ASBA) Bidders

In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the Bidders
have to compulsorily apply through the ASBA Process. Our Company 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
Prospectus. ASBA Bidders are advised to make their independent investigations and to ensure that the ASBA Bid Cum
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 https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. For details on designated
branches of SCSB collecting the Bid Cum Application Form, please refer the above-mentioned SEBI link.

Terms of payment

The entire Issue price of ₹ 139.00 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 Bidders.

SCSBs will transfer the amount as per the instruction of the Registrar to the Public Issue Account, the balance amount
after transfer will be unblocked by the SCSBs.

The Bidders should note that the arrangement with Bankers to the Issue or the Registrar is not prescribed by SEBI and
has been established as an arrangement between our Company, Banker to the Issue and the Registrar to the Issue to
facilitate collections from the Bidders.

Payment Mechanism

The Bidders shall specify the bank account number in their Bid Cum Application Form and the SCSBs shall block an
amount equivalent to the Application Amount in the bank account specified in the Bid Cum 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 Bidders shall
neither withdraw nor lower the size of their applications at any stage. In the event of withdrawal or rejection of the Bid
Cum Application Form or for unsuccessful Bid Cum Application Forms, the Registrar to the Issue 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
Issue and consequent transfer of the Application Amount to the Public Issue Account, or until withdrawal / failure of the
Issue or until rejection of the Application by the ASBA Bidder, 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 Issue 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 Issue
have to use UPI as a payment mechanism with Application Supported by Blocked Amount for making application.

Payment into Escrow Account for Anchor Investors

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All the investors other than Anchor Investors are required to bid through ASBA Mode. Anchor Investors are requested to
note the following:

Our Company in consultation with the Book Running Lead Manager, 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 favour of:

a) In case of Resident Anchor Investors: ― “Kalyani Cast-Tech Limited Anchor Investor - R”

b) In case of Non-Resident Anchor Investors: ― “Kalyani Cast-Tech Limited Anchor Investor - NR”

c) Bidders should note that the escrow mechanism is not prescribed by SEBI and has been established as an
arrangement between our Company, the Syndicate, the Escrow Collection Bank and the Registrar to the Issue to
facilitate collections from the Anchor Investors.

Electronic Registration of Applications

1. The Designated Intermediaries will register the applications using the on-line facilities of the Stock Exchange.

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 Issue Closing Date.

3. The Designated Intermediaries shall be responsible for any acts, mistakes or errors or omissions and commissions
in relation to,

a) the applications accepted by them,

b) the applications uploaded by them

c) the applications accepted but not uploaded by them or

d) With respect to applications by Bidders, applications accepted and uploaded by any Designated Intermediary other
than SCSBs, the Bid Cum Application Form along with relevant schedules shall be sent to the SCSBs or the
Designated Branch of the relevant SCSBs for blocking of funds 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 Issue, 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 Issue. This facility will
available at the terminals of Designated Intermediaries and their authorized agents during the Issue 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 Issue 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 Bidders, 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 Bid Cum Application Forms to
Designated Branches of the SCSBs for blocking of funds:

Sr. No. Details*

1. Symbol
2. Intermediary Code

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 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 Bidders, at the time of registering such applications, the Designated Intermediaries
shall enter the following information pertaining to the Bidders into in the on-line system:

• Name of the Bidder;

• IPO Name:

• Bid Cum Application Form Number;

• Investor Category PAN (of First Bidder, if more than one Bidder);

• DP ID of the demat account of the Bidder;

• Client Identification Number of the demat account of the Bidder;

• Number of Equity Shares Applied for;

• Bank Account details;

• Locations of the Banker to the Issue or Designated Branch, as applicable, and bank code of the SCSB branch
where the ASBA Account is maintained; and

• Bank account number.

8. In case of submission of the Application by a Bidder through the Electronic Mode, the Bidder shall complete the
above- mentioned details and mention the bank account number, except the Electronic ASBA Bid Cum
Application Form number which shall be system generated.

9. The aforesaid Designated Intermediaries shall, at the time of receipt of application, give an acknowledgment to
the investor, by giving the counter foil or specifying the application number to the investor, as a proof of having
accepted the Bid Cum 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.

10. Such acknowledgment will be non-negotiable and by itself will not create any obligation of any kind.

11. In case of Non-Retail Bidders and Retail Individual Bidders, applications would not be rejected except on the
technical grounds as mentioned in the Prospectus. The Designated Intermediaries shall have no right to reject
applications, except on technical grounds.

12. 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 and other requirements nor does it take any responsibility for the financial or other soundness of our
company; our Promoters, 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 Prospectus, nor does it
warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges.

13. The Designated Intermediaries will be given time till 1.00 p.m. on the next working day after the Bid / Issue
Closing Date to verify the DP ID and Client ID uploaded in the online IPO system during the Issue Period, after
which the Registrar to the Issue will receive this data from the Stock Exchange and will validate the electronic

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 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.

14. The SCSBs shall be given one day after the Bid / Issue Closing Date to send confirmation of Funds blocked (Final
certificate) to the Registrar to the Issue.

15. The details uploaded in the online IPO system shall be considered as final and Allotment will be based on such
details for applications.

Build of the Book

a) Bids received from various Bidders through the Designated Intermediaries may be electronically uploaded on the
Bidding Platform of the Stock Exchange on a regular basis. The book gets built up at various price levels. This
information may be available with the BRLM at the end of the Bid / Issue Period.

b) Based on the aggregate demand and price for Bids registered on the Stock Exchange Platform, a graphical
representation of consolidated demand and price as available on the websites of the Stock Exchange may be made
available at the Bidding centres during the Bid / Issue Period.

Withdrawal of Bids

a) RIIs can withdraw their Bids until Bid / Issue Closing Date. In case a RII wishes to withdraw the Bid during the
Bid / Issue Period, the same can be done by submitting a request for the same to the concerned Designated
Intermediary who shall do the requisite, including unblocking of the funds by the SCSB in the ASBA Account.

b) The Registrar to the Issue shall give instruction to the SCSB for unblocking the ASBA Account on the Designated
Date. QIBs and NIIs can neither withdraw nor lower the size of their Bids at any stage.

Price Discovery and Allocation

a) Based on the demand generated at various price levels, our Company in consultation with the BRLM, finalised the
Issue Price and the Anchor Investor Issue Price.

b) The SEBI ICDR Regulations, 2018 specify the allocation or Allotment that may be made to various categories of
Bidders in an Issue depending on compliance with the eligibility conditions. Certain details pertaining to the
percentage of Issue size available for allocation to each category is disclosed overleaf of the Bid cum Application
Form and in the RHP. For details in relation to allocation, the Bidder may refer to the RHP.

c) Under-subscription in any category (except QIB Category) is allowed to be met with spillover from any other
category or combination of categories at the discretion of the Issuer and the in consultation with the BRLM and
the Designated Stock Exchange and in accordance with the SEBI ICDR Regulations. Unsubscribed portion in QIB
Category is not available for subscription to other categories.

d) In case of under subscription in the Issue, spill-over to the extent of such under-subscription may be permitted
from the Reserved Portion to the Issue. For allocation in the event of an undersubscription applicable to the Issuer,
Bidders may refer to the RHP.

e) In case if the Retail Individual Investor category is entitled to more than the allocated portion on proportionate
basis, the category shall be allotted that higher percentage.

f) Allocation to Anchor Investors was at the discretion of our Company and in consultation with the BRLM, subject
to compliance with the SEBI Regulations.

Illustration of the Book Building and Price Discovery Process: Bidders should note that this example is solely for
illustrative purposes and is not specific to the Issue; it also excludes Bidding by Anchor Investors. Bidders can bid at any
price within the Price Band. For instance, assume a Price Band of ₹20 to ₹24 per share, Issue size of 3,000 Equity Shares
and receipt of five Bids from Bidders, details of which are shown in the table below. The illustrative book given below
shows the demand for the Equity Shares of the Issuer at various prices and is collated from Bids received from various
investors.

Bid Quantity Bid Amount (₹) Cumulative Quantity Subscription

500 24 500 16.67%

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 1,000 23 1,500 50.00%
1,500 22 3,000 100.00%
2,000 21 5,000 166.67%
2,500 20 7,500 250.00%

The price discovery is a function of demand at various prices. The highest price at which the Issuer is able to Issue the
desired number of Equity Shares is the price at which the book cuts off, i.e., ₹22.00 in the above example. The Issuer, in
consultation with the BRLM, may finalise the Issue Price at or below such Cut-Off Price, i.e., at or below ₹22.00. All
Bids at or above this Issue Price and cut-off

Bids are valid Bids and are considered for allocation in the respective categories.

Signing of Underwriting Agreement and Registering of Red Herring Prospectus / Prospectus with ROC

Our company has entered into an Underwriting Agreement dated July 18, 2023 and the addendum to Underwriting
Agreement dated October 30, 2023.

A copy of Red Herring Prospectus will be registered with the ROC and copy of Prospectus will be registered with ROC
in terms of Section 26 & 32 of Companies Act, 2013.

Pre-Issue Advertisement

Subject to Section 30 of the Companies Act 2013, our Company shall, after registering the Red Herring Prospectus with
the ROC, publish a pre-Issue advertisement, in the form prescribed by the SEBI Regulations, in (i) English National
Newspaper; (ii) Hindi National Newspaper and (iii) Regional Newspaper each with wide circulation. In the pre-Issue
advertisement, we shall state the Bid Opening Date and the Bid / Issue Closing Date and the floor price or price band
along with necessary details subject to regulation 250 of SEBI ICDR Regulations. This advertisement, subject to the
provisions of section 30 of the Companies Act, 2013, shall be in the format prescribed in Part A of Schedule X of the
SEBI Regulations.

ADVERTISEMENT REGARDING ISSUE PRICE AND PROSPECTUS:

Our Company will issue a statutory advertisement after the filing of the Prospectus with the RoC. This advertisement, in
addition to the information that has to be set out in the statutory advertisement, shall indicate the final derived Issue Price.
Any material updates between the date of the Red Herring Prospectus and the date of Prospectus will be included in such
statutory advertisement.

GENERAL INSTRUCTIONS:

Please note that the NIIs are not permitted to withdraw their bids or lower the size of Bids in terms of quantity of Equity
Shares or Bid Amount) at any stage. Retail Individual Investor can revise their Bids during the Bid / Issue period and
withdraw their Bids until Bid / Issue Closing date.

Anchor investors are not allowed to withdraw their Bids after Anchor Investors bidding date.

Do‘s:

1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals;

2. Ensure that you have Bid within the Price Band;

3. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;

4. Ensure that the details about the PAN, DP ID, Client ID, UPI ID are correct and the Bidders depository account is
active, as Allotment of the Equity Shares will be in the dematerialized form only;

5. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Centre;

6. If the first applicant is not the account holder, ensure that the Bid cum Application Form is signed by the account
holder. Ensure that you have mentioned the correct bank account number in the Bid cum Application Form;

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7. In case of Joint bids, ensure the first bidder is the ASBA Account holder (or the UPI linked bank account holder,
as the case may be) and the signature of the first bidder is included in the Bid cum Application Form;

8. QIBs, Non-Institutional Bidders and the Retail Bidders should submit their Bids through the ASBA process only.
However, pursuant to SEBI circular dated November 01, 2018, RII may submit their bid by using UPI mechanism
for payment.

9. Ensure that the name(s) given in the Bid cum Application Form is / are exactly the same as the name(s) in which
the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application
Form should contain only the name of the First Bidder whose name should also appear as the first holder of the
beneficiary account held in joint names;

10. Ensure that you request for and receive a stamped acknowledgement of the Bid cum Application Form for all your
Bid options;

11. Ensure that you have funds equal to the Bid Amount in the Bank Account maintained with the SCSB before
submitting the Bid cum 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
Designated CDP Locations);

12. Submit revised Bids to the same Designated Intermediary, through whom the original Bid was placed and obtain
a revised acknowledgment;

13. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who,
in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the
securities 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 IT Act. The exemption for the Central or the State Government and
officials appointed by the courts and for investors residing in the State of Sikkim is subject to (a) the Demographic
Details received from the respective depositories confirming the exemption granted to the beneficiary owner by a
suitable description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case
of residents of Sikkim, the address as per the Demographic Details evidencing the same. All other applications in
which PAN is not mentioned will be rejected;

14. Ensure that the Demographic Details are updated, true and correct in all respects;

15. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application Forms;

16. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under
official seal;

17. Ensure that the category and the investor status is indicated;

18. Ensure that in case of Bids under power of attorney or by limited companies, corporate, trust etc., relevant
documents are submitted;

19. Ensure that Bids submitted by any person outside India should be in compliance with applicable foreign and Indian
laws;

20. Bidders should note that in case the DP ID, Client ID and the PAN mentioned in their Bid cum Application Form
and entered into the online IPO system of the Stock Exchange by the relevant Designated Intermediary, as the 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 Bid cum Application Form is submitted in joint names, ensure that the beneficiary
account is also held in the same joint names and such names are in the same sequence in which they appear in the
Bid cum Application Form;

21. Ensure that the Bid cum Application Forms are delivered by the Bidders within the time prescribed as per the Bid
cum Application Form and the Red Herring Prospectus;

22. Ensure that you have mentioned the correct ASBA Account number or UPI ID in the Bid cum Application Form;

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23. Ensure that you have mentioned the details of your own bank account for blocking of fund or your own bank
account linked UPI ID to make application in the Public Issue;

24. Ensure that on receipt of the mandate request from sponsor bank, you have taken necessary step in timely manner
for blocking of fund on your account through UPI ID using UPI application;

25. Ensure that you have correctly signed the authorization / undertaking box in the Bid cum Application Form, or
have otherwise provided an authorization to the SCSB via the electronic mode, for blocking funds in the ASBA
Account equivalent to the Bid Amount mentioned in the Bid cum Application Form at the time of submission of
the Bid;

26. Ensure that you receive an acknowledgement from the concerned Designated Intermediary, for the submission of
your Bid cum Application Form; and

27. The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.

Don’ts:

1. Do not Bid for lower than the minimum Bid size;

2. Do not Bid / revise Bid Amount to less than the Floor Price or higher than the Cap Price;

3. Do not pay the Bid Amount in cash, by money order, cheques or demand drafts or by postal order or by stock
invest;

4. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only.

5. Do not submit the Bid cum Application Forms to any non-SCSB bank or our Company;

6. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary;

7. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);

8. Do not instruct your respective Banks to release the funds blocked in the ASBA Account under the ASBA process;

9. Do not Bid for a Bid Amount exceed ₹ 2,00,000/- (for Applications by Retail Individual Bidders);

10. Do not fill up the Bid cum Application Form such that the Equity Shares Application exceeds the Issue size and /
or investment limit or maximum number of the Equity Shares that can be held under the applicable laws or
regulations or maximum amount permissible under the applicable regulations or under the terms of the Red Herring
Prospectus;

11. Do not submit the General Index Register number instead of the PAN;

12. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are blocked in the relevant
ASBA Account;

13. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a colour prescribed for another category of Applicant;

14. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;

15. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having
valid depository accounts as per Demographic Details provided by the depository);

16. Do not submit a Bid by using details of the third party’s bank account or UPI ID which is linked with bank account
of the third party. Kindly note that Bids made using third party bank account or using third party linked bank
account UPI ID are liable for rejection.

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The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.

Other instructions for the Bidders Joint Bids

Joint Bids

In the case of Joint Bids, the Bids should be made in the name of the Bidders 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
Bidders would be required in the Bid cum Application Form / Application Form and such first Bidder would be deemed
to have signed on behalf of the joint holders. All payments may be made out in favour of the Bidder whose name appears
in the Bid cum Application Form or the Revision Form and all communications may be addressed to such Bidder and
may be dispatched to his or her address as per the Demographic Details received from the Depositories.

Multiple Bids

Bidder should submit only one Bid cum Application Form. Bidder shall have the option to make a maximum of Bids at
three different price levels in the Bid cum Application Form and such options are not considered as multiple Bids.
Submission of a second Bid cum Application Form to either the same or to another member of the Syndicate, SCSB or
Registered Broker and duplicate copies of Bid\ cum 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-issue or post issue 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

a) During the Bid / Issue Period, Bidders may approach any of the Designated Intermediaries to register their Bids.

b) In case of Bidders (excluding NIIs and QIBs) Bidding at cut-off price, the Bidders may instruct the SCSBs to block
Bid Amount based on the Cap Price less Discount (if applicable).

c) For details of the timing on acceptance and upload of Bids in the Stock Exchange platform Bidders are requested
to refer to the DRHP.

GROUNDS OF TECHNICAL REJECTIONS

Bidders are advised to note that Bids are liable to be rejected inter alia on the following technical grounds:

• Amount blocked does not tally with the amount payable for the 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;

• Bid by persons not competent to contract under the Indian Contract Act, 1872 including minors, insane persons;

• PAN not mentioned in the Bid cum Application Form;

• Bids at a price less than the Floor Price and Bids at a price more than the Cap Price;

• GIR number furnished instead of PAN;

• Bid for lower number of Equity Shares than specified for that category of investors;

• Bids at Cut-off Price by NIIs and QIBs;

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• Bids for number of Equity Shares which are not in multiples Equity Shares which are not in multiples as specified
in the DRHP;

• The amounts mentioned in the Bid cum 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 Bids as defined in the DRHP;

• In case of Bids under power of attorney or by limited companies, corporate, trust etc., where relevant documents
are not submitted;

• Bid accompanied by Stock invest / money order / postal order / cash / cheque / demand draft / pay order;

• Signature of sole Bidder is missing;

• Bid cum Application Forms not delivered by the Bidder within the time prescribed as per the Bid cum Application
Forms, Bid / Issue Opening Date advertisement and the DRHP and as per the instructions in the DRHP and the
Bid cum Application Forms;

• In case no corresponding record is available with the Depositories that matches three parameters namely, names
of the Bidders (including the order of names of joint holders), the Depository Participant ‘s identity (DP ID) and
the beneficiary ‘s account numbers.

• Bids for amounts greater than the maximum permissible amounts prescribed by the regulations;

• Bid by OCBs;

• Bids by US persons other than in reliance on Regulation S or “qualified institutional buyers” as defined in Rule
144A under the Securities Act.

• Inadequate funds in the bank account to block the Bid Amount specified in the Bid cum Application Form /
Application Form at the time of blocking such Bid Amount in the bank account;

• Bids not uploaded on the terminals of the Stock Exchanges

• Where no confirmation is received from SCSB for blocking of funds;

• Bids by SCSBs wherein a separate account in its own name held with any other SCSB is not mentioned as the
ASBA Account in the Bid cum Application Form / Application Form. Bids not duly signed by the sole / First
Bidder;

• Bids by any persons outside India if not in compliance with applicable foreign and Indian laws;

• Bids that do not comply with the securities laws of their respective jurisdictions are liable to be rejected;

• Bids by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or any other
regulatory authority;

• Bids by persons who are not eligible to acquire Equity Shares of the Company in terms of all applicable laws,
rules, regulations, guidelines, and approvals; and

• Details of ASBA Account not provided in the Bid cum Application form.

For details of instructions in relation to the Bid cum Application Form, Bidders may refer to the relevant section the GID.

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BIDDERS SHOULD NOTE THAT IN CASE THE PAN, THE DP ID AND CLIENT ID MENTIONED IN THE
BID CUM APPLICATION FORM AND ENTERED INTO THE ELECTRONIC APPLICATION SYSTEM OF
THE STOCK EXCHANGES BY THE BIDS COLLECTING INTERMEDIARIES DO NOT MATCH WITH
PAN, THE DP ID AND CLIENT ID AVAILABLE IN THE DEPOSITORY DATABASE, THE BID CUM
APPLICATION FORM IS LIABLE TO BE REJECTED.

BASIS OF ALLOCATION

• The SEBI (ICDR) Regulations specify the allocation or Allotment that may be made to various categories of
Bidders in an Issue depending on compliance with the eligibility conditions. Certain details pertaining to the
percentage of Issue size available for allocation to each category is disclosed overleaf of the Bid cum Application
Form and in the DRHP. For details in relation to allocation, the Bidder may refer to the RHP.

• Under-subscription in any category (except QIB Category) is allowed to be met with spill over from any other
category or combination of categories at the discretion of the Issuer and in consultation with the BRLM and the
Designated Stock Exchange and in accordance with the SEBI (ICDR) Regulations, Unsubscribed portion in QIB
Category is not available for subscription to other categories.

• In case of under subscription in the issue, spill-over to the extent of such under- subscription may be permitted
from the Reserved Portion to the Issue. For allocation in the event of an under-subscription applicable to the Issuer,
Bidders may refer to the RHP.

ALLOTMENT PROCEDURE AND BASIS OF ALLOTMENT

The Allotment of Equity Shares to Bidders other than Retail Individual Investors and Anchor Investors may be on
proportionate basis. For Basis of Allotment to Anchor Investors, Bidders may refer to DRHP. No Retail Individual
Investor will be Allotted less than the minimum Bid Lot subject to availability of shares in Retail Individual Investor
Category and the remaining available shares, if any will be Allotted on a proportionate basis. The Issuer is required to
receive a minimum subscription of 90% of the Issue. However, in case the Issue is in the nature of Offer for Sale only,
then minimum subscription may not be applicable.

BASIS OF ALLOTMENT

a) For Retail Individual Bidders

Bids received from the Retail Individual Bidders at or above the Issue Price shall be grouped together to determine the
total demand under this category. The Allotment to all the successful Retail Individual Bidders will be made at the Issue
Price.

The Issue size less Allotment to Non-Institutional and QIB Bidders shall be available for Allotment to Retail Individual
Bidders who have Bid in the Issue at a price that is equal to or greater than the Issue Price. If the aggregate demand in
this category is less than or equal to 1,000 Equity Shares at or above the Issue Price, full Allotment shall be made to the
Retail Individual Bidders to the extent of their valid Bids.

If the aggregate demand in this category is greater than 1,000 Equity Shares at or above the Issue Price, the Allotment
shall be made on a proportionate basis up to a minimum of 1,000 Equity Shares and in multiples of 1,000 Equity Shares
thereafter. For the method of proportionate Basis of Allotment, refer below.

b) For Non-Institutional Bidders

Bids received from Non-Institutional Bidders at or above the Issue Price shall be grouped together to determine the total
demand under this category. The Allotment to all successful Non- Institutional Bidders will be made at the Issue Price.

The Issue size less Allotment to QIBs and Retail shall be available for Allotment to Non- Institutional Bidders who have
Bid in the Issue at a price that is equal to or greater than the Issue Price. If the aggregate demand in this category is less
than or equal to 1,000 Equity Shares at or above the Issue Price, full Allotment shall be made to Non-Institutional Bidders
to the extent of their demand.

In case the aggregate demand in this category is greater than 1,000 Equity Shares at or above the Issue Price, Allotment
shall be made on a proportionate basis up to a minimum of 1,000 Equity Shares and in multiples of 1,000 Equity Shares
thereafter. For the method of proportionate Basis of Allotment refer below.

c) For QIBs

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For the Basis of Allotment to Anchor Investors, Bidders / Applicants may refer to the SEBI ICDR Regulations or RHP /
Prospectus. Bids received from QIBs Bidding in the QIB Category (net of Anchor Portion) at or above the Issue Price
may be grouped together to determine the total demand under this category. The QIB Category may be available for
Allotment to QIBs who have Bid at a price that is equal to or greater than the Issue Price. Allotment may be undertaken
in the following manner: Allotment shall be undertaken in the following manner:

a) In the first instance allocation to Mutual Funds for 5.00 % of the QIB Portion shall be determined as follows:

• In the event that Bids by Mutual Fund exceeds 5.00 % of the QIB Portion, allocation to Mutual Funds shall be
done on a proportionate basis for 5.00 % of the QIB Portion.

• In the event that the aggregate demand from Mutual Funds is less than 5.00 % of the QIB Portion then all Mutual
Funds shall get full Allotment to the extent of valid Bids received above the Issue Price.

• Equity Shares remaining unsubscribed, if any, not allocated to Mutual Funds shall be available for Allotment to
all QIB Bidders as set out in (b) below;

b) In the second instance Allotment to all QIBs shall be determined as follows:

• In the event that the oversubscription in the QIB Portion, all QIB Bidders who have submitted Bids above the
Issue Price shall be allotted Equity Shares on a proportionate basis, upto a minimum of 1,000 Equity Shares and
in multiples of 1,000 Equity Shares thereafter for 95.00 % of the QIB Portion.

• Mutual Funds, who have received allocation as per (a) above, for less than the number of Equity Shares Bid for
by them, are eligible to receive Equity Shares on a proportionate basis, upto a minimum of 1,000 Equity Shares
and in multiples of 1,000 Equity Shares thereafter, along with other QIB Bidders.

• Under-subscription below 5.00 % of the QIB Portion, if any, from Mutual Funds, would be included for allocation
to the remaining QIB Bidders on a proportionate basis. The aggregate Allotment to QIB Bidders shall not be more
than 9,01,000 Equity Shares.

d) ALLOTMENT TO ANCHOR INVESTOR (IF APPLICABLE)

a) Allocation of Equity Shares to Anchor Investors at the Anchor Investor Allocation Price was at the discretion of
the Issuer, in consultation with the BRLM, subject to compliance with the following requirements:

i) not more than 60% of the QIB Portion will be allocated to Anchor Investors;

ii) one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the price at which allocation is being done to other Anchor
Investors; and

iii) allocation to Anchor Investors shall be on a discretionary basis and subject to:

• a maximum number of two Anchor Investors for allocation up to ₹2 crores;

• a minimum number of two Anchor Investors and maximum number of 15 Anchor Investors for allocation of more
than ₹2 crores and up to ₹25 crores subject to minimum allotment of ₹1 crores per such Anchor Investor; and

• in case of allocation above twenty-five crore rupees; a minimum of 5 such investors and a maximum of 15 such
investors for allocation up to twenty-five crore rupees and an additional 10 such investors for every additional
twenty-five crore rupees or part thereof, shall be permitted, subject to a minimum allotment of one crore rupees
per such investor.

b) A physical book is prepared by the Registrar on the basis of the Anchor Investor Application Forms received from
Anchor Investors. Based on the physical book and at the discretion of the Issuer, in consultation with the BRLM,
selected Anchor Investors will be sent a CAN and if required, a revised CAN.

c) In the event that the Issue Price is higher than the Anchor Investor Allocation Price:

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Anchor Investors will be sent a revised CAN within one day of the Pricing Date indicating the number of Equity Shares
allocated to such Anchor Investor and the pay-in date for payment of the balance amount. Anchor Investors are then
required to pay any additional amounts, being the difference between the Issue Price and the Anchor Investor Allocation
Price, as indicated in the revised CAN within the pay-in date referred to in the revised CAN. Thereafter, the Allotment
Advice will be issued to such Anchor Investors

d) In the event the Issue Price is lower than the Anchor Investor Allocation Price:

Anchor Investors who have been Allotted Equity Shares will directly receive Allotment Advice.

e) Basis of Allotment for QIBs (other than Anchor Investors) and NIIs in case of Over Subscribed Issue:

In the event of the Issue Being Over-Subscribed, the Issuer may finalise the Basis of Allotment in consultation with the
BSE SME (The Designated Stock Exchange). The allocation may be made in marketable lots on proportionate basis as
set forth hereunder:

a) The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate basis
i.e., the total number of Shares applied for in that category multiplied by the inverse of the oversubscription ratio
(number of Bidders in the category multiplied by number of Shares applied for).

b) The number of Shares to be allocated to the successful Bidders 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 subscription ratio).

c) For Bids where the proportionate allotment works out to less than 1,000 equity shares the allotment will be made
as follows:

• Each successful Bidder shall be allotted 1,000 equity shares; and

• The successful Bidder out of the total bidders for that category shall be determined by 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 (b) above.

d) If the proportionate allotment to a Bidder works out to a number that is not a multiple of 1,000 equity shares, the
Bidder would be allotted Shares by rounding off to the nearest multiple of 1,000 equity shares subject to a minimum
allotment of 1,000 equity shares.

e) If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the Bidders in
that category, the balance available Shares or allocation shall be first adjusted against any category, where the
allotted Shares are not sufficient for proportionate allotment to the successful Bidder in that category, the balance
Shares, if any, remaining after such adjustment will be added to the category comprising Bidder applying for the
minimum number of Shares. If as a result of the process of rounding off to the nearest multiple of 1,000 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 Issue specified under the Capital Structure
mentioned in this Prospectus.

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
BSE.

The Executive Director / Managing Director of BSE - the Designated Stock Exchange in addition to Book Running Lead
Manager and Registrar to the Public Issue 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.

Issuance of Allotment Advice:

1. Upon approval of the Basis of Allotment by the Designated Stock Exchange.

2. On the basis of 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 Depository Participants to accept the
Equity Shares that may be allotted to them pursuant to the issue.

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 The Book Running Lead Manager or the Registrar to the Issue will dispatch an Allotment Advice to their Bidders
who have been allocated Equity Shares in the Issue. The dispatch of Allotment Advice shall be deemed a valid,
binding and irrevocable contract for the Allotment to such Bidder.

3. Issuer will make the allotment of the Equity Shares and initiate corporate action for credit of shares to the
successful Bidders Depository Account within 4 working days of the Issue Closing date. The Issuer also ensures
the credit of shares to the successful Bidders Depository Account is completed within one working Day from the
date of allotment, after the funds are transferred from ASBA Public Issue Account to Public Issue 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
Issue Account with the Bankers to the Issue.

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 Bid / Issue Closing Date.
The Company will intimate the details of allotment of securities to Depository immediately on allotment of securities
under relevant provisions of the Companies Act, 2013 or other applicable provisions, if any

Instructions for Completing the Bid Cum Application Form:

The Applications should be submitted on the prescribed Bid Cum Application Form and in BLOCK LETTERS in
ENGLISH only in accordance with the instructions contained herein and in the Bid Cum Application Form. Applications
not so made are liable to be rejected. Applications made using a third-party bank account or using third party UPI ID
linked bank account are liable to be rejected. Bid Cum Application Forms should bear the stamp of the Designated
Intermediaries. ASBA Bid Cum Application Forms, which do not bear the stamp of the Designated Intermediaries, will
be rejected.

SEBI, vide Circular No. CIR/CFD/14/2012 dated October 04, 2012 has introduced an additional mechanism for investors
to submit Bid Cum Application Forms in public issues using the stock broker (broker) network of Stock Exchanges, who
may not be syndicate members in an issue with effect from January 01, 2013. The list of Broker Centre is available on
the websites of BSE i.e., www.bseindia.com and NSE i.e., www.nseindia.com. 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 Issue and Share Transfer Agent and Depository
Participants registered with SEBI to accept the Bid Cum Application Forms in Public Issue with effect front January 01,
2016. The List of ETA and DPs centres for collecting the application shall be disclosed is available on the websites of
BSE i.e., www.bseindia.com and NSE i.e., www.nseindia.com

Bidder’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 Bid Cum
Application Form is mandatory and applications that do not contain such details are liable to be rejected.

Bidders should note that on the basis of name of the Bidders, Depository Participant's name, Depository Participant
Identification number and Beneficiary Account Number provided by them in the Bid Cum Application Form as entered
into the Stock Exchange online system, the Registrar to the Issue will obtain front the Depository the demographic details
including address, Bidders bank account details, MICR code and occupation (hereinafter referred to as 'Demographic
Details'). These Demographic Details would be used for all correspondence with the Bidders including mailing of the
Allotment Advice. The Demographic Details given by Bidders in the Bid Cum Application Form would not be used for
any other purpose by the Registrar to the Issue.

By signing the Bid Cum Application Form, the Bidder would be deemed to have authorized the depositories to provide,
upon request, to the Registrar to the Issue, the required Demographic Details as available on its records.

Submission of Bid Cum Application Form:

All Bid Cum 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 Bid Cum Application Form, in
physical or electronic mode, respectively.

Communications:

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All future communications in connection with Applications made in this Issue should be addressed to the Registrar to the
Issue quoting the full name of the sole or First Bidder, Bid Cum Application Form number, Bidders Depository Account
Details, number of Equity Shares applied for, date of Bid Cum Application Form, name and address of the Designated
Intermediary where the Application was submitted thereof and a copy of the acknowledgement slip.

Investors can contact the Compliance Officer or the Registrar to the Issue in case of any pre-Issue or post Issue related
problems such as non-receipt of letters of allotment, credit of allotted shares in the respective beneficiary accounts, etc.

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 BSE SME where the Equity Shares are proposed to be listed are taken within 6 (Six) working
days from Issue Closing Date.

In accordance with the Companies Act, the requirements of the Stock Exchange and the SEBI Regulations, the Company
further undertakes that:

1. Allotment and Listing of Equity Shares shall be made within 6 (Six) days of the Issue Closing Date;

2. Giving of Instructions for refund by unblocking of amount via ASBA not later than 4(four) working days of the
Issue Closing Date, would be ensured; and

3. If such money is not repaid within prescribed time from the date our Company becomes liable to repay it, then our
Company 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 officer
in default may be punishable with fine and / or imprisonment in such a case.

Right to Reject Applications:

In case of QIB Bidders, the Company in consultation with the BRLM may reject Applications provided that the reasons
for rejecting the same shall be provided to such Bidder in writing. In case of Non-Institutional Bidders, Retail Individual
Bidders who applied, the Company has a right to reject Applications based on technical grounds.

Impersonation:

Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act,
2013 which is reproduced below:

“Any person who—

(a) Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or

(b) Makes or abets making of multiple applications to a company in different names or in different combinations of
his name or surname for acquiring or subscribing for its securities; or

(c) Otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name, shall be liable for action under Section 447.”

Undertakings by Our Company:

We undertake as follows:

1. That the complaints received in respect of the Issue shall be attended expeditiously and satisfactorily;

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2. That all steps will be taken for the completion of the necessary formalities for listing and commencement of trading
on Stock Exchange where the Equity Shares are proposed to be listed within six working days from Issue Closure
date.

3. That the funds required for making refunds as per the modes disclosed or dispatch of allotment advice by registered
post or speed post shall be made available to the Registrar and Share Transfer Agent to the Issue by our Company;

4. Where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication
shall be sent to the applicant within six Working Days from the Issue Closing Date, giving details of the bank
where refunds shall be credited along with amount and expected date of electronic credit of refund;

5. That our Promoters’ contribution in full has already been brought in;

6. That no further Issue of Equity Shares shall be made till the Equity Shares Issued through the Prospectus are listed
or until the Application monies are refunded on account of non-listing, undersubscription etc.;

7. That adequate arrangement shall be made to collect all Applications Supported by Blocked Amount while
finalizing the Basis of Allotment;

8. If our Company does not proceed with the Issue after the Bid / Issue Opening Date but before allotment, then the
reason thereof shall be given as a public notice to be issued by our Company within two days of the Bid / Issue
Closing Date. The public notice shall be issued in the same newspapers where the Pre-Issue advertisements were
published. The stock exchange on which the Equity Shares are proposed to be listed shall also be informed
promptly;

9. If our Company withdraws the Issue after the Bid / Issue Closing Date, our Company shall be required to file a
fresh Red Herring Prospectus with the Stock exchange / RoC / SEBI, in the event our Company subsequently
decides to proceed with the Issue;

10. If allotment is not made within the prescribed time period under applicable law, the entire subscription amount
received will be refunded / unblocked within the time prescribed under applicable law. If there is delay beyond the
prescribed time, our Company shall pay interest prescribed under the Companies Act, 2013, the SEBI Regulations
and applicable law for the delayed period.

Utilization of Issue Proceeds:

The Board of Directors of our Company certifies that:

1. All monies received out of the Issue shall be credited / transferred to a separate bank account other than the bank
account referred to in sub section (3) of Section 40 of the Companies Act 2013;

2. Details of all monies utilized out of the Issue referred above shall be disclosed and continue to be disclosed till the
time any part of the issue proceeds remains unutilized, under an appropriate head in our balance sheet of our
company indicating the purpose for which such monies have been utilized

3. Details of all unutilized monies out of the Issue, if any shall be disclosed under the appropriate separate head in
the balance sheet of our company indicating the form in which such unutilized monies have been invested and

4. Our Company shall comply with the requirements of SEBI Listing Regulations, 2015 in relation to the disclosure
and monitoring of the utilization of the proceeds of the Issue.

5. Our Company shall not have recourse to the Issue Proceeds until the approval for listing and trading of the Equity
Shares from the Stock Exchange where listing is sought has been received.

6. The Book Running Lead Manager undertakes that the complaints or comments received in respect of the Issue
shall be attended by our Company expeditiously and satisfactorily.

Equity Shares in Dematerialized Form with NSDL or CDSL:

To enable all shareholders of our 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) Tripartite Agreement dated September 08, 2022 between NSDL, our Company and Registrar to the Issue; and

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b) Tripartite Agreement dated September 12, 2022 between CDSL, our Company and Registrar to the Issue.

c) The Company's equity shares bear an International Securities Identification Number INE0N6U01018.

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 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and
Foreign Exchange Management Act, 1999 (“FEMA”). While the Industrial Policy, 1991 prescribes the limits and the
conditions subject to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates
the precise manner in which such investment may be made. Under the Industrial Policy, unless specifically restricted,
foreign investment is freely permitted in all sectors of Indian economy up to any extent and without any prior approvals,
but the foreign investor is required to follow certain prescribed procedures for making such investment. The government
bodies responsible for granting foreign investment approvals are the Reserve Bank of India (“RBI”) and Department of
Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of India (“DIPP”).

The Government of India has from time to time made policy pronouncements on FDI through press notes and press
releases. The DPIIT issued the Consolidated Foreign Direct Investment Policy notified by the DPIIT File No. 5(2) / 2020-
FDI Policy dated October 15, 2020, with effect from October 15, 2020 (the “FDI Policy”), which consolidates and
supersedes all previous press notes, press releases and clarifications on FDI issued by the DPIIT or the DPIIT that were
in force and effect prior to October 15, 2020. The Government of India proposes to update the consolidated circular on
FDI Policy once every year and therefore, the FDI Policy will be valid until the DPIIT issues an updated circular.

The RBI also issues Master Circular on Foreign Investment in India every year. Presently, FDI in India is being governed
by Master Circular on Foreign Investment dated July 01, 2015, as updated from time to time by RBI and Master Direction
– Foreign Investment in India (updated up to March 08, 2019). In terms of the Master Circular, an Indian company may
issue fresh shares to people resident outside India (who is eligible to make investments in India, for which eligibility
criteria are as prescribed). Such fresh issue of shares shall be subject to inter-alia, the pricing guidelines prescribed under
the Master Circular and Master Direction. The Indian company making such fresh issue of shares would be subject to the
reporting requirements, inter-alia with respect to consideration for issue of shares and also subject to making certain
filings including filing of Form FC-GPR.

In case of investment in sectors through Government Route, approval from competent authority as mentioned in Section
4 of the FDI Policy 2020 has to be obtained. The transfer of shares between an Indian resident to a non-resident does not
require the prior approval of the RBI, subject to fulfilment of certain conditions as specified by DIPP / RBI, from time to
time.

As per the existing policy of the Government of India, OCBs cannot participate in this Issue and in accordance with the
extant FDI guidelines on sectoral caps, pricing guidelines etc. as amended by Reserve bank of India, from time to time.
Investors are advised to confirm their eligibility under the relevant laws before investing and / or subsequent purchase or
sale transaction in the Equity Shares of our Company. Investors will not offer, sell, pledge, or transfer the Equity Shares
of our Company to any person who is not eligible under applicable laws, rules, regulations, guidelines. Our Company,
the Underwriters and their respective directors, officers, agents, affiliates, and representatives, as applicable, accept no
responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares of our
Company.

In terms of the FEMA NDI Rules, a person resident outside India may make investments into India, subject to certain
terms and conditions, and provided that an entity of a country, which shares land border with India or the beneficial owner
of an investment into India who is situated in or is a citizen of any such country, shall invest only with government
approval.

The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI,
provided that

(i) the activities of the investee company are under the automatic route under the foreign direct investment policy and
transfer does not attract the provisions of the 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
Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020,
any investment, subscription, purchase or sale of equity instruments by entities of a country which shares land border
with India or where the beneficial owner of an investment into India is situated in or is a citizen of any such country
(“Restricted Investors”), will require prior approval of the Government, as prescribed in the Consolidated FDI Policy and
the FEMA Rules. Further, in the event of transfer of ownership of any existing or future foreign direct investment in an

235
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. Pursuant
to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020, a multilateral bank or
fund, of which India is a member, shall not be treated as an entity of a particular country nor shall any country be treated
as the beneficial owner of the investments of such bank of fund in India. Each Bidder should seek independent legal
advice about its ability to participate in the Issue. In the event such prior approval of the Government of India is required,
and such approval has been obtained, the Bidder shall intimate our Company and the Registrar to the Issue in writing
about such approval along with a copy thereof within the Issue Period.

As per the existing policy of the Government of India, OCBs cannot participate in this Issue and in accordance with the
extant FDI guidelines on sectoral caps, pricing guidelines etc. as amended by Reserve bank of India, from time to time.
Investors are advised to confirm their eligibility under the relevant laws before investing and / or subsequent purchase or
sale transaction in the Equity Shares of our Company. Investors will not offer, sell, pledge or transfer the Equity Shares
of our Company to any person who is not eligible under applicable laws, rules, regulations, guidelines. Our Company,
the Underwriters and their respective directors, officers, agents, affiliates and representatives, as applicable, accept no
responsibility or liability for advising any investor on whether such investor is eligible to acquire Equity Shares of our
Company.

INVESTMENT CONDITIONS / RESTRICTIONS FOR OVERSEAS ENTITIES:

Under the current FDI Policy 2020, the maximum amount of Investment (sectoral cap) by foreign investor in an issuing
entity is composite unless it is explicitly provided otherwise including all types of foreign investments, direct and indirect,
regardless of whether it has been made for FDI, FPI, NRI / OCI, LLPs, FVCI, Investment Vehicles and DRs under Foreign
Exchange Management. (Non-debt Instruments) Rules, 2019. Any equity holding by a person resident outside India
resulting from conversion of any debt instrument under any arrangement shall be reckoned as foreign investment under
the composite cap.

Portfolio Investment upto aggregate foreign investment level of 49% or sectoral / statutory cap, whichever is lower, will
not be subject to either Government approval or compliance of sectoral conditions, if such investment does not result in
transfer of ownership and / or control of Indian entities from resident Indian citizens to non-resident entities. Other foreign
investments will be subject to conditions of Government approval and compliance of sectoral conditions as per FDI
Policy. The total foreign investment, direct and indirect, in the issuing entity will not exceed the sectoral / statutory cap.

INVESTMENT BY FPIS UNDER PORTFOLIO INVESTMENT SCHEME (PIS):

With regards to purchase / sale of capital instruments of an Indian company by an FPI under PIS the total holding by each
FPI or an investor group as referred in SEBI (FPI) Regulations, 2014 shall not exceed 10% of the total paid-up equity
capital on a fully diluted basis or less than 10% of the paid-up value of each series of debentures or preference shares or
share warrants issued by an Indian company and the total holdings of all FPIs put together shall not exceed 24% of paid-
up equity capital on fully diluted basis or paid-up value of each series of debentures or preference shares or share warrants.
The said limit of 10% and 24% will be called the individual and aggregate limit, respectively. However, this limit of 24%
may be increased up to sectoral cap / statutory ceiling, as applicable, by the Indian company concerned by passing a
resolution by its Board of Directors followed by passing of a special resolution to that effect by its general body.

INVESTMENT BY NRI OR OCI ON REPATRIATION BASIS:

The purchase / sale of equity shares, debentures, preference shares and share warrants issued by an Indian company
(hereinafter referred to as “Capital Instruments”) of a listed Indian company on a recognised stock exchange in India by
Non-Resident Indian (NRI) or Overseas Citizen of India (OCI) on repatriation basis is allowed subject to certain
conditions under Foreign Exchange Management (Non-debt Instruments) Rules, 2019.

The total holding by any individual NRI or OCI shall not exceed 5% of the total paid-up equity capital on a fully diluted
basis or should not exceed 5% of the paid-up value of each series of debentures or preference shares or share warrants
issued by an Indian company and the total holdings of all NRIs and OCIs put together shall not exceed 10% of the total
paid-up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of each series of debentures
or preference shares or share warrants; provided that the aggregate ceiling of 10% may be raised to 24% if a special
resolution to that effect is passed by the general body of the Indian company.

INVESTMENT BY NRI OR OCI ON NON-REPATRIATION BASIS:

As per current FDI Policy 2020, Foreign Exchange Management (Non-debt Instruments) Rules, 2019, Purchase / sale of
Capital Instruments or convertible notes or units or contribution to the capital of an LLP by a NRI or OCI on non-

236
repatriation basis – will be deemed to be domestic investment at par with the investment made by residents. This is further
subject to remittance channel restrictions.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“US
Securities Act”) or any other state securities laws in the United States of America and may not be sold or offered
within the United States of America, or to, or for the account or benefit of “US Persons” as defined in Regulation
S of the U.S. Securities Act, except pursuant to exemption from, or in a transaction not subject to, the registration
requirements of US Securities Act and applicable state securities laws.

Accordingly, the equity shares are being offered and sold only outside the United States of America in an offshore
transaction in reliance upon Regulation S under the US Securities Act and the applicable laws of the jurisdiction
where those offers and sale occur.

Further, no offer to the public (as defined under Directive 20003/71/EC, together with any amendments) and
implementing measures thereto, (the “Prospectus Directive”) has been or will be made in respect of the Issue in
any member State of the European Economic Area which has implemented the Prospectus Directive except for
any such offer made under exemptions available under the Prospectus Directive, provided that no such offer shall
result in a requirement to publish or supplement a prospectus pursuant to the Prospectus Directive, in respect of
the Issue.

Any forwarding, distribution or reproduction of this document in whole or in part may be unauthorised. Failure
to comply with this directive may result in a violation of the Securities Act or the applicable laws of other
jurisdictions. Any investment decision should be made on the basis of the final terms and conditions and the
information contained in this Prospectus.

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 Application 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. 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 Prospectus. Applicants are advised to make their independent investigations and
ensure that the Applications are not in violation of laws or regulations applicable to them and do not exceed the
applicable limits under the laws and regulations.

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 SECTION XII: MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

THE COMPANIES ACT, 2013

(COMPANY LIMITED BY SHARES)
*ARTICLES OF ASSOCIATION

OF

KALYANI CAST-TECH LIMITED

(Company Incorporated under Companies Act, 1956)

INTERPRETATION
1. In the Regulations unless the context otherwise require:-
(a) “the Company” or “this Company” means KALYANI CAST-TECH LIMITED
(b) “the Act” means the “Companies Act, 2013 and every statutory modification
or re-enactment thereof and references to Sections of the Act shall be deemed
to mean and include references to sections enacted in modification or
replacement thereof.
(c) “these Regulations” means these Articles of Associations as originally framed
or as altered, from time to time.
(d) “the office” means the Registered Office for the time being of the Company.
(e) “the Seal” means the common seal of the Company.
(f) Words imparting the singular shall include the plural and vice versa, words
imparting the masculine gender shall include the feminine gender and words
imparting persons shall includes bodies corporate and all other persons
recognized by law as such.
(g) “month” means a calendar month and “year” means financial year respectively.
(h) Expressions referring to writing shall be construed as including references to
printing, lithography, photography, and other modes of representing or
reproducing words in a visible form.
(i) Unless the context otherwise requires, the words or expressions contained in
these regulations shall bear the same meaning as in the Act or any statutory
modifications thereof, in force at the date at which these regulations become
binding on the Company.
(j) The Company is a “Public Company” within the meaning of Section 2(71) of
the Companies Act, 2013 and accordingly means a company which-
a) is not a private company;
b) has minimum paid up share capital as may be prescribed.
2. The Regulations contained in Table F in Schedule I to the Companies Act, 2013 shall
apply to the Company and the Regulations herein contained shall be the regulations
for the management of the Company and for the observance of its members and their
representatives. They shall be binding on the Company and its members as if they
are the terms of an agreement between them.
CAPITAL AND INCREASE AND REDUCTION OF CAPITAL
3. The Authorised Share Capital of the Company shall be such amount; divided into Share Capital
such class(es) denomination(s) and number of shares in the Company as stated in
Clause V of the Memorandum of Association of the Company; with power to
increase or reduce such Capital from time to time and power to divide the shares in
the Capital for the time being into other classes and to attach thereto respectively
such preferential , convertible, deferred, qualified or other special rights, privileges,
conditions or restrictions and to vary, modify or abrogate the same in such manner
as may be determined by or in accordance with the regulations of the Company or
the provisions of the Company or the provisions of the law for the time being in
force.

*Adopted vide Special Resolution passed in Extra-ordinary General Meeting held on April 29, 2022 subject to
approval by the Regulatory Authorities.

4. The Company may in General Meeting from time to time by Ordinary Resolution Increase of Capital
increase its capital by creation of new shares which may be unclassified and may be by the Company
classified at the time of issue in one or more classes and such amount or amounts as how carried into
may be deemed expedient. The new shares shall be issued upon such terms and effect

238
 conditions and with such rights and privileges annexed thereto as the resolution shall
prescribe and in particular, such shares may be issued with a preferential or qualified
right to dividends and in the distribution of assets of the Company and with a right
of voting at General Meeting of the Company in conformity with Section 47 of the
Companies Act, 2013. Whenever the capital of the Company has been increased
under the provisions of this Article the Directors shall comply with the provisions of
Section 64 of the Companies Act, 2013.
5. Except so far as otherwise provided by the conditions of issue or by these presents, New Capital same as
any capital raised by the creation of new shares shall be considered as part of the existing capital
existing capital, and shall be subject to the provisions herein contained, with
reference to the payment of calls and installments, forfeiture, lien, surrender, transfer
and transmission, voting and otherwise.
6. The Board shall have the power to issue a part of authorised capital by way of non- voting Non-Voting Shares
Shares at price(s) premium, dividends, eligibility, volume, quantum, proportion and
other terms and conditions as they deem fit, in the event it is permitted by law to issue
shares without voting rights attached to the subject however to provisions of law, rules,
regulations, notifications and enforceable guidelines for the time being in force.
7. The rights conferred upon the holders of the shares of any class issued with preferred Redeemable
or other rights shall not, unless otherwise expressly provided by the terms of issue of Preference Shares
the shares of that class, be deemed to be varied by the creation or issue of further
shares ranking pari passu therewith.
8. The holder of Preference Shares shall have a right to vote only on Resolutions, which Voting rights of
directly affect the rights attached to his Preference Shares and in circumstances preference shares
provided under Section 47(2).
9. On the issue of redeemable preference shares under the provisions of Article 7 Provisions to apply
hereof, the following provisions-shall take effect: on issue of
(a) No such Shares shall be redeemed except out of profits of which would Redeemable
otherwise be available for dividend or out of proceeds of a fresh issue of shares Preference Shares
made for the purpose of the redemption.
(b) No such Shares shall be redeemed unless they are fully paid.
(c) The premium, if any payable on redemption shall have been provided for out
of the profits of the Company or out of the Company's security premium
account, before the Shares are redeemed.
(d) Where any such Shares are redeemed otherwise then out of the proceeds of a
fresh issue, there shall out of profits which would otherwise have been
available for dividend, be transferred to a reserve fund, to be called "the
Capital Redemption Reserve Account", a sum equal to the nominal amount of
the Shares redeemed, and the provisions of the Act relating to the reduction
of the share capital of the Company shall, except as provided in Section 55 of
the Companies Act, 2013 apply as if the Capital Redemption Reserve
Account were paid-up share capital of the Company.
(e) Subject to the provisions of Section 55 of the Companies Act, 2013, the
redemption of preference shares hereunder may be affected in accordance
with the terms and conditions of their issue and in the absence of any specific
terms and conditions in that behalf, in such manner as the Directors may think
fit.
10. The Company may (subject to the provisions of section 52, 55(1) & (2) of the Reduction of capital
Companies Act, 2013 and other applicable provisions, if any, of the Act) from time
to time by Special Resolution reduce
(a) the share capital;
(b) any capital redemption reserve account; or
(c) any security premium account.
In any manner for the time being, authorized by law and in particular capital may be
paid off on the footing that it may be called up again or otherwise. This Article is not
to derogate from any power the Company would have, if it were omitted.
11. The Company shall have power, subject to and in accordance with all applicable Purchase of own
provisions of the Act, to purchase any of its own fully paid Shares whether or not Shares
they are redeemable and may make a payment out of capital in respect of such
purchase.
12. Subject to the provisions of Section 61 of the Companies Act, 2013 and other Sub-division
applicable provisions of the Act, the Company in General Meeting may, from time consolidation and
to time, sub-divide or consolidate its Shares, or any of them and the resolution cancellation of

239
 whereby any Share is sub-divided may determine that, as between the holders of the Shares
Shares resulting from such sub-divisions, one or more of such Shares shall have some
preference or special advantage as regards dividend, capital or otherwise over or as
compared with the other(s). Subject as aforesaid, the Company in General Meeting
may also cancel shares which have not been taken or agreed to be taken by any person
and diminish the amount of its share capital by the amount of the Shares so cancelled.
MODIFICATION OF RIGHTS
13. Whenever the capital, by reason of the issue of preference shares or otherwise, is Modification of
divided into different classes of Shares, all or any of the rights and privileges attached rights
to each class may, subject to the provisions of Sections 48 of the Companies Act,
2013 be modified, commuted, affected, abrogated, dealt with or varied with the
consent in writing of the holders of not less than three-fourth of the issued capital of
that class or with the sanction of a Special Resolution passed at a separate General
Meeting of the holders of Shares of that class, and all the provisions hereafter
contained as to General Meeting shall mutatis mutandis apply to every such Meeting.
This Article is not to derogate from any power the Company would have if this
Article was omitted.

The rights conferred upon the holders of the Shares (including preference shares, if
any) of any class issued with preferred or other rights or privileges shall, unless
otherwise expressly provided by the terms of the issue of Shares of that class, be
deemed not to be modified, commuted, affected, dealt with or varied by the creation
or issue of further Shares ranking pari passu therewith.
SHARES, CERTIFICATES AND DEMATERIALISATION
14. The Board of Directors shall observe the restrictions on allotment of Shares to the Restriction on
public contained in Section 39 of the Companies Act, 2013, and shall cause to be allotment and return
made the returns as to allotment provided for in Section 39 of the Companies Act, of allotment
2013.
15. (1) Where at any time, a company having a share capital proposes to increase its Further issue of
subscribed capital by the issue of further shares, such shares shall be offered- shares
(a) to persons who, at the date of the offer, are holders of equity shares of
the company in proportion, as nearly as circumstances admit, to the
paid-up share capital on those shares by sending a letter of offer subject
to the following conditions, namely:—
(i) the offer shall be made by notice specifying the number of shares
offered and limiting a time not being less than fifteen days and not
exceeding thirty days from the date of the offer within which the
offer, if not accepted, shall be deemed to have been declined;
(ii) the offer aforesaid shall be deemed to include a right exercisable
by the person concerned to renounce the shares offered to him or
any of them in favour of any other person; and the notice referred
to in clause (i) shall contain a statement of this right;
(iii) after the expiry of the time specified in the notice aforesaid, or on
receipt of earlier intimation from the person to whom such notice
is given that he declines to accept the shares offered, the Board of
Directors may dispose of them in such manner which is not dis-
advantageous to the shareholders and the company;
(b) to employees under a scheme of employees’ stock option, subject to
special resolution passed by company and subject to such conditions as
may be prescribed; or
(c) to any persons, if it is authorized by a special resolution, whether or not
those persons include the persons referred to in clause (a) or clause (b),
either for cash or for a consideration other than cash, if the price of such
shares is determined by the valuation report of a registered valuer subject
to such conditions as may be prescribed.
(2) The notice referred to in sub-clause (a)(i) of Clause (1) shall be dispatched
through registered post or speed post or through electronic mode to all the
existing shareholders at least three days before the opening of the issue.
(3) Nothing aforesaid shall apply to the increase of the subscribed capital of a
company caused by the exercise of an option as a term attached to the
debentures issued or loan raised by the company to convert such debentures
or loans into shares in the company:

240
 Provided that the terms of issue of such debentures or loan containing such an option
have been approved before the issue of such debentures or the raising of loan by a
special resolution passed by the company in general meeting.
16. Subject to the provisions of Section 62 of the Companies Act, 2013 and these Shares at the
Articles, the Shares in the capital of the Company for the time being shall be under disposal of the
the control of the Directors who may issue, allot or otherwise dispose of the same or Directors
any of them to such person, in such proportion and on such terms and conditions and
either at a premium or at par or (subject to the compliance with the provision of
Section 53 of the Companies Act, 2013) at a discount and at such time as they may
from time to time think fit and with sanction of the Company in the General Meeting
to give to any person or persons the option or right to call for any Shares either at par
or premium during such time and for such consideration as the Directors think fit,
and may issue and allot Shares in the capital of the Company on payment in full or
part of any property sold and transferred or for any services rendered to the Company
in the conduct of its business and any Shares which may so be allotted may be issued
as fully paid up Shares and if so issued, shall be deemed to be fully paid Shares.
Provided that option or right to call for Shares shall not be given to any person or
persons without the sanction of the Company in the General Meeting.
16A (1) Without prejudice to the generality of the powers of the Board under Article 16 Power to offer
or in any other Article of these Articles of Association, the Board or any Shares/options to
Committee thereof duly constituted may, subject to the applicable provisions of acquire Shares
the Act, rules notified thereunder and any other applicable laws, rules and
regulations, at any point of time, offer existing or further Shares (consequent to
increase of share capital) of the Company, or options to acquire such Shares at
any point of time, whether such options are granted by way of warrants or in any
other manner (subject to such consents and permissions as may be required) to
its employees, including Directors (whether whole-time or not), whether at par
or at a premium, for cash or for consideration other than cash, or any
combination thereof as may be permitted by law for the time being in force.-
sweat equity shares
(2) In addition to the powers of the Board under Article 16A (1), the Board may also
allot the Shares referred to in Article 16A (1) to any trust, whose principal objects
would inter alia include further transferring such Shares to the Company’s
employees [including by way of options, as referred to in Article 16A (1)] in
accordance with the directions of the Board or any Committee thereof duly
constituted for this purpose. The Board may make such provision of moneys for
the purposes of such trust, as it deems fit.
(3) The Board, or any Committee thereof duly authorized for this purpose, may do
all such acts, deeds, things, etc. as may be necessary or expedient for the
purposes of achieving the objectives set out in Articles 16A (1) and (2) above.
17. (1) Where the Company issues Shares at a premium whether for cash or otherwise, Application of
a sum equal to the aggregate amount or value of the premium on these Shares premium received
shall be transferred to an account, to be called "the securities premium account" on Shares
and the provisions of the Act relating to the reduction of the share capital of the
Company shall except as provided in this Article, apply as if the securities
premium account were paid up share capital of the Company.
(2) The securities premium account may, notwithstanding anything in clause (1)
thereof be applied by the Company:
(a) In paying up unissued Shares of the Company, to be issued to the
Members of the Company as fully paid bonus shares;
(b) In writing off the preliminary expenses of the Company;
(c) In writing off the expenses of or the commission paid or discount allowed
or any issue of Shares or debentures of the Company; or
(d) In providing for the premium payable on the redemption of any
redeemable preference shares or of any debentures of the Company.
(e) For the purchase of its own shares or other securities under Section 68
of the Companies Act, 2013.
18. In addition to and without derogating from the powers for that purpose conferred on Power also to
the Board under these Articles, the Company in General Meeting may, subject to the Company in General
provisions of Section 62 of the Companies Act, 2013, determine that any Shares Meeting to issue
(whether forming part of the original capital or of any increased capital of the Shares
Company) shall be offered to such persons (whether Members or not) in such

241
 proportion and on such terms and conditions and either (subject to compliance with
the provisions of Sections 52 and 53 of the Companies Act, 2013) at a premium or at
par or at a discount as such General Meeting shall determine and with full power to
give any person (whether a Member or not) the option or right to call for or buy
allotted Shares of any class of the Company either (subject to compliance with the
provisions of Sections 52 and 53 of the Companies Act, 2013) at a premium or at par
or at a discount, such option being exercisable at such times and for such
consideration as may be directed by such General Meeting or the Company in
General Meeting may make any other provision whatsoever for the issue, allotment,
or disposal of any Shares.
18A (1) Without prejudice to the generality of the powers of the General Meeting under Power of General
Article 18 or in any other Article of these Articles of Association, the General Meeting to authorize
Meeting may, subject to the applicable provisions of the Act, rules notified Board to offer
thereunder and any other applicable laws, rules and regulations, determine, or Shares/Options to
give the right to the Board or any Committee thereof to determine, that any employees
existing or further Shares (consequent to increase of share capital) of the
Company, or options to acquire such Shares at any point of time, whether such
options are granted by way of warrants or in any other manner (subject to such
consents and permissions as may be required) be allotted/granted to its
employees, including Directors (whether whole-time or not), whether at par,
at discount or a premium, for cash or for consideration other than cash, or any
combination thereof as may be permitted by law for the time being in force.
The General Meeting may also approve any Scheme/Plan/ other writing, as
may be set out before it, for the aforesaid purpose.
(2) In addition to the powers contained in Article 18A (1), the General Meeting
may authorize the Board or any Committee thereof to exercise all such powers
and do all such things as may be necessary or expedient to achieve the
objectives of any Scheme/Plan/other writing approved under the aforesaid
Article.
19. The Company shall not issue Shares at a discount except the issue of Sweat Equity Shares at a
Shares of a class already issued, if the following conditions are fulfilled, namely: discount
(a) the issue is authorized by a special resolution passed by the company;
(b) the resolution specifies the number of shares, the current market price,
consideration, if any, and the class or classes of directors or employees to
whom such equity shares are to be issued;
(c) not less than one year has, at the date of such issue, elapsed since the date on
which the company had commenced business; and
(d) where the equity shares of the company are listed on a recognized stock
exchange, the sweat equity shares are issued in accordance with the
regulations made by the Securities and Exchange Board in this behalf and if
they are not so listed, the sweat equity shares are issued in accordance with the
prescribed rules.
20. If by the conditions of any allotment of any Shares the whole or any part of the Installments of
amount or issued price thereof shall, be payable by installments, every such Shares to be duly
installment shall when due, be paid to the Company by the person who for the time paid
being and from time to time shall be the registered holder of the Shares or his legal
representatives, and shall for the purposes of these Articles be deemed to be payable
on the date fixed for payment and in case of non-payment the provisions of these
Articles as to payment of interest and expenses forfeiture and like and all the other
relevant provisions of the Articles shall apply as if such installments were a call duly
made notified as hereby provided.
21. Subject to the provisions of the Act and these Articles, the Board may allot and issue The Board may issue
Shares in the Capital of the Company as payment for any property purchased or Shares as fully paid-
acquired or for services rendered to the Company in the conduct of its business or in up
satisfaction of any other lawful consideration. Shares which may be so issued may
be issued as fully paid-up or partly paid up Shares.
22. Any application signed by or on behalf of an applicant for Share(s) in the Company, Acceptance of
followed by an allotment of any Share therein, shall be an acceptance of Share(s) Shares
within the meaning of these Articles, and every person who thus or otherwise accepts
any Shares and whose name is therefore placed on the Register of Members shall for
the purpose of this Article, be a Member.
23. The money, if any which the Board of Directors shall on the allotment of any Shares Deposit and call etc,

242
 being made by them, require or direct to be paid by way of deposit, call or otherwise, to be debt payable
in respect of any Shares allotted by them shall immediately on the inscription of the
name of the allottee in the Register of Members as the holder of such Shares, become
a debt due to and recoverable by the Company from the allottee thereof, and shall be
paid by him accordingly.
24. Every Member, or his heirs, executors or administrators to the extent of his assets Liability of
which come to their hands, shall be liable to pay to the Company the portion of the Members
capital represented by his Share which may, for the time being, remain unpaid
thereon in such amounts at such time or times and in such manner as the Board of
Directors shall, from time to time, in accordance with the Company's requirements
require or fix for the payment thereof.
25. Definitions:
25(A) Beneficial Owner “Beneficial Owner” means a person whose name is recorded as Dematerialization of
such with a Depository. securities
SEBI “SEBI” means the Securities and Exchange Board of India.
Bye-Laws “Bye-Laws” mean bye-laws made by a depository under Section 26 of
the Depositories Act, 1996;
Depositories Act “Depositories Act” means the Depositories Act, 1996 including
any statutory modifications or re-enactment thereof for the time being in force;
Depository “Depository” means a company formed and registered under the
Companies Act, 1956 or other in enactment and which has been granted a certificate
of registration under sub-section (1A) of Section 12 of the Securities and Exchange
Board of India Act, 1992;
Record “Record” includes the records maintained in the form of books or stored in
a computer or in such other form as may be determined by the regulations made by
SEBI;
Regulations “Regulations” mean the regulations made by SEBI;
Security “Security” means such security as may be specified by SEBI.
25(B) Either on the Company or on the investor exercising an option to hold his securities Dematerialization of
with a depository in a dematerialized form, the Company shall enter into an securities
agreement with the depository to enable the investor to dematerialize the Securities,
in which event the rights and obligations of the parties concerned shall be governed
by the Depositories Act.
25(C) Every person subscribing to securities offered by the Company shall have the option Options to receive
to receive the Security certificates or hold securities with a depository. security certificates
Where a person opts to hold a Security with a depository, the Company shall intimate or hold securities
such depository the details of allotment of the Security, and on receipt of such with depository
information the depository shall enter in its record the name of the allotted as the
Beneficial Owner of that Security.
25(D) All Securities held by a Depository shall be dematerialized and shall be in a fungible Securities in
form; depositories to be in
fungible form
25(E) (1) Notwithstanding anything to the contrary contained in the Articles, a Depository Rights of
shall be deemed to be a registered owner for the purposes of effecting transfer depositories and
of ownership of Security on behalf of the Beneficial Owner; beneficial owners
(2) Save as otherwise provided in (1) above, the Depository as a registered owner
shall not have any voting rights or any other rights in respect of Securities held
by it;
(3) Every person holding equity share capital of the Company and whose name is
entered as Beneficial Owner in the Records of the Depository shall be deemed
to be a Member of the Company. The Beneficial Owner shall be entitled to all
the rights and benefits and be subjected to all the liabilities in respect of the
Securities held by a Depository.
25(F) Every Depository shall furnish to the Company information about the transfer of Depository To
Securities in the name of the Beneficial Owner at such intervals and in such manner Furnish
as may be specified by the bye-laws and the Company in that behalf. Information
25(G) Notwithstanding anything in the Act or these Articles to the contrary, where securities Service of
are held in a depository, the records of the beneficial ownership may be served by documents
such depository on the Company by means of electronic mode or by delivery of
floppies or discs.
25(H) If a Beneficial Owner seeks to opt out of a Depository in respect of any Security, the Option to opt out in
Beneficial Owner shall inform the Depository accordingly. The Depository shall on respect of any

243
 receipt of information as above make appropriate entries in its Records and shall security
inform the Company. The Company shall, within thirty (30) days of the receipt of
intimation from the depository and on fulfillment of such conditions and on payment
of such fees as may be specified by the regulations, issue the certificate of securities
to the Beneficial Owner or the transferee as the case may be.
25(I) Notwithstanding anything to the contrary contained in the Articles: Sections 45 and 56
(1) Section 45 of the Companies Act, 2013 shall not apply to the Shares held with of the Companies
a Depository; Act, 2013 not to
(2) Section 56 of the Companies Act, 2013 shall not apply to transfer of Security apply
affected by the transferor and the transferee both of whom are entered as
Beneficial Owners in the Records of a Depository.
26. (a) Every Member or allottee of Shares is entitled, without payment, to receive Share certificate
one certificate for all the Shares of the same class registered in his name.
(b) Any two or more joint allottees or holders of Shares shall, for the purpose of
this Article, be treated as a single Member and the certificate of any Share
which may be the subject of joint ownership may be delivered to any one of
such joint owners, on behalf of all of them.
26A Every Member shall be entitled, without payment to one or more certificates in Limitation of time
marketable lots, for all the shares of each class or denomination registered in his for issue of
name, or if the directors so approve (upon paying such fee as the Directors so time certificates
determine) to several certificates, each for one or more of such shares and the
Company shall complete and have ready for delivery such certificates within 60 days
from the date of allotment, unless the conditions of issue thereof otherwise provide,
or within 30 days of the receipt of application of registration of transfer, transmission,
sub-division, consolidation or renewal of any of its Shares as the case may be. Every
certificate of Shares shall be under the seal of the company and shall specify the
number and distinctive numbers of Shares in respect of which it is issued and amount
paid-up thereon and shall be in such form as the directors may prescribe and approve,
provided that in respect of a Share or Shares held jointly by several persons, the
Company shall not be bound to issue more than one certificate and delivery of a
certificate of Shares to one or several joint holders shall be a sufficient delivery to all
such holder.
27. No certificate of any Share or Shares shall be issued either in exchange for those, Renewal of share
which are sub-divided or consolidated or in replacement of those which are defaced, certificates
torn or old, decrepit, worn out, or where the pages on the reverse for recording
transfer have been duly utilised unless the certificate in lieu of which it is issued is
surrendered to the Company.
PROVIDED THAT no fee shall be charged for issue of new certificate in replacement
of those which are old, decrepit or worn out or where the pages on the reverse for
recording transfer have been fully utilized.
28. If any certificate be worn out, defaced, mutilated or torn or if there be no further Issue of new
space on the back thereof for endorsement of transfer, then upon production and certificate in place of
surrender thereof to the Company, a new Certificate may be issued in lieu thereof, one defaced, lost or
and if any certificate lost or destroyed then upon proof thereof to the satisfaction of destroyed
the Company and on execution of such indemnity as the company deem adequate,
being given, a new certificate in lieu thereof shall be given to the party entitled to
such lost or destroyed Certificate. Every certificate under the article shall be issued
without payment of fees if the Directors so decide, or on payment of such fees (not
exceeding Rs.50/- for each certificate) as the Directors shall prescribe. Provided that
no fee shall be charged for issue of new Certificates in replacement of those which
are old, defaced or worn out or where there is no further space on the back thereof
for endorsement of transfer.
Provided that notwithstanding what is stated above the Directors shall comply with
such rules or regulations or requirements of any Stock Exchange or the rules made
under the Act or rules made under Securities Contracts (Regulation) Act, 1956 or any
other Act, or rules applicable thereof in this behalf.
The provision of this Article shall mutatis mutandis apply to Debentures of the
Company.
29. If any Share(s) stands in the name of two or more persons, the person first named in The first name joint
the Register of Members shall, as regards receipt of dividends or bonus or service of holder deemed sole
notice and all or any other matters connected with Company except voting at holder
Meetings and the transfer of the Shares be deemed the sole holder thereof but the

244
 joint holders of a Share shall severally as well as jointly be liable for the payment of
all incidents thereof according to the Company's Articles.
30. In the event it is permitted by law to issue shares without voting rights attached to Issue of Shares
them, the Directors may issue such share upon such terms and conditions and with without Voting
such rights and privileges annexed thereto as thought fit and as may be permitted by Rights
law.
31. Notwithstanding anything contained in these articles, in the event it is permitted by Buy-Back of Shares
law for a company to purchase its own shares or securities, the Board of Directors and Securities
may, when and if thought fit, buy back, such of the Company’s own shares or
securities as it may think necessary, subject to such limits, upon such terms and
conditions, and subject to such approvals, provision of section 67 and SEBI (Buy
Back of Shares) Regulations as may be permitted by law.
32. The Directors shall have the power to offer , issue and allot Equity Shares in or Employees Stock
Debentures (Whether fully/ partly convertible or not into Equity Shares) of the Options
Company with or without Equity Warrants to such of the Officers, Employees, Scheme/Plan
Workers of the Company or of its Subsidiary and / or Associate Companies or
Managing and Whole Time Directors of the Company (hereinafter in this Article
collectively referred to as “the Employees”) as may be selected by them or by the
trustees of such trust as may be set up for the benefit of the Employees in accordance
with the terms and conditions of the Scheme, trust, plan or proposal that may be
formulated , created, instituted or set up by the Board of Directors or the Committee
thereof in that behalf on such terms and conditions as the Board may in its discretion
deem fit.
33. Subject to the provisions of the Act (including any statutory modification or re- Sweat Equity
enactment thereof, for the time being in force), shares of the Company may be issued
at a discount or for consideration other than cash to Directors or employees who
provide know-how to the Company or create an intellectual property right or other
value addition.
34. The Company may pass such resolution by postal ballot in the manner prescribed by Postal Ballot
Section 110 of the Companies Act, 2013 and such other applicable provisions of the
Act and any future amendments or re-enactment thereof and as may be required by
any other law including Listing Regulations as amended from time to time.
Notwithstanding anything contained in the provisions of the Act, the Company shall
in the case of a resolution relating to such business, as the Central Government may,
by notification, declare to be conducted only by postal ballot, get such resolution
passed by means of postal ballot instead of transacting such business in a general
meeting of the Company.
35. Except as ordered by a Court of competent jurisdiction or as by law required, the Company not
Company shall not be bound to recognize, even when having notice thereof any Bound to
equitable, contingent, future or partial interest in any Share, or (except only as is by recognize any
these Articles otherwise expressly provided) any right in respect of a Share other than interest in Shares
an absolute right thereto, in accordance with these Articles, in the person from time other than of
to time registered as holder thereof but the Board shall be at liberty at their sole registered holder
discretion to register any Share in the joint names of any two or more persons (but
not exceeding 4 persons) or the survivor or survivors of them.
36. (a) Except as ordered, by a Court of competent jurisdiction or as by law required, Trust recognized
the Company shall not be bound to recognize, even when having notice thereof,
any equitable, contingent, future or partial interest in any Share, or (except only
as is by these Articles otherwise expressly provided) any right in respect of a
Share other than an absolute right thereto, in accordance with these Articles, in
the person from time to time registered as holder thereof but the Board shall be
at liberty at their sole discretion to register any Share in the joint names of any
two or more persons (but not exceeding 4 persons) or the survivor or survivors
of them.
(b) Shares may be registered in the name of an incorporated Company or other
body corporate but not in the name of a minor or of a person of unsound mind
(except in case where they are fully paid) or in the name of any firm or
partnership.
37. (1) Notwithstanding anything herein contained a person whose name is at any time Declaration by
entered in Register of Member of the Company as the holder of a Share in the person not holding
Company, but who does not hold the beneficial interest in such Shares, shall, if beneficial interest in
so required by the Act within such time and in such forms as may be prescribed, any Shares

245
 make declaration to the Company specifying the name and other particulars of
the person or persons who hold the beneficial interest in such Share in the manner
provided in the Act.
(2) A person who holds a beneficial interest in a Share or a class of Shares of the
Company, shall if so required by the Act, within the time prescribed, after his
becoming such beneficial owner, make a declaration to the Company specifying
the nature of his interest, particulars of the person in whose name the Shares
stand in the Register of Members of the Company and such other particulars
as may be prescribed as provided in the Act.
(3) Whenever there is a change in the beneficial interest in a Share referred to above,
the beneficial owner shall, of so required by the Act, within the time prescribed,
from the date of such change, make a declaration to the Company in such form
and containing such particulars as may be prescribed in the Act
(4) Notwithstanding anything contained in the Act and Articles 35 and 36 hereof,
where any declaration referred to above is made to the Company, the Company
shall, if so required by the Act, make a note of such declaration in the Register
of Members and file within the time prescribed from the date of receipt of the
declaration a return in the prescribed form with the Registrar with regard to such
declaration.
38. No funds of the Company shall except as provided by Section 67 of the Companies Funds of Company
Act, 2013 be employed in the purchase of its own Shares, unless the consequent not to be applied in
reduction of capital is effected and sanction in pursuance of Sections 52, 55 (to the purchase of Shares
extent applicable) of Companies Act, 2013 and these Articles or in giving either of the Company
directly or indirectly and whether by means of a loan, guarantee, the provision of
security or otherwise, any financial assistance for the purpose of or in connection
with a purchase or subscription made or to be made by any person of or for any Share
in the Company in its holding Company.
UNDERWRITING AND BROKERAGE
39. Subject to the provisions of Section 40 of the Companies Act, 2013, the Company Commission may be
may at any time pay commission to any person in consideration of his subscribing or paid
agreeing to subscribe (whether absolutely or conditionally) for any Shares in or
debentures of the Company.
40. The Company may on any issue of Shares or Debentures or on deposits pay such Brokerage
brokerage as may be reasonable and lawful.
41. Where the Company has paid any sum by way of commission in respect of any Commission to be
Shares or Debentures or allowed any sums by way of discount in respect to any included in the
Shares or Debentures, such statement thereof shall be made in the annual return as annual return
required by Section 92 to the Companies Act, 2013.
DEBENTURES
42. (a) The Company shall not issue any debentures carrying voting rights at any Debentures with
Meeting of the Company whether generally or in respect of particular classes voting rights not to
of business. be issued
(b) Payments of certain debts out of assets subject to floating charge in priority
to claims under the charge may be made in accordance with the provisions of
Section 327 of the Companies Act, 2013.
(c) Certain charges (which expression includes mortgage) mentioned in Section
77 of the Companies Act, 2013 shall be void against the Liquidator or creditor
unless registered as provided in Section 77 of the Companies Act, 2013.
(d) A contract with the Company to take up and pay debentures of the Company
may be enforced by a decree for specific performance.
(e) Unless the conditions of issue thereof otherwise provide, the Company shall
(subject to the provisions of Section 56 of the Companies Act, 2013) within
six months after the allotment of its debentures or debenture-stock and within
one month after the application for the registration of the transfer of any such
debentures or debentures-stock have completed and ready for delivery the
certificate of all debenture- stock allotted or transferred.
(f) The Company shall comply with the provisions of Section 71 of the
Companies Act, 2013 as regards supply of copies of Debenture Trust Deed
and inspection thereof.
(g) The Company shall comply with the provisions of Section 2(16), 77 to 87
(inclusive) of the Companies Act, 2013 as regards registration of charges.
CALLS

246
43. (a) Subject to the provisions of Section 49 of the Companies Act, 2013 the Board Directors may make
of Directors may from time to time by a resolution passed at a meeting of a calls
Board (and not by a circular resolution) make such calls as it thinks fit upon
the Members in respect of all moneys unpaid on the Shares or by way of
premium, held by them respectively and not by conditions of allotment
thereof made payable at fixed time and each Member shall pay the amount of
every call so made on him to person or persons and at the times and places
appointed by the Board of Directors. A call may be made payable by
installments. A call may be postponed or revoked as the Board may
determine. No call shall be made payable within less than one month from
the date fixed for the payment of the last preceding call.
(b) The joint holders of a Share shall be jointly and severally liable to pay all
calls in respect thereof.
44. Not less than fourteen days’ notice in writing of any call shall be given by the Notice of call when
Company specifying the time and place of payment and the person or persons to to be given
whom such call amount shall be paid.
45. A call shall be deemed to have been made at the time when the resolution authorizing Call deemed to have
such call was passed at a meeting of the Board of Directors and may be made payable been made
by the Members of such date or at the discretion of the Directors on such subsequent
date as shall be fixed by the Board of Directors.
46. The Directors may, from time to time, at their discretion, extend the time fixed for Director may extend
the payment of any call, and may extend such time as to all or any of the members time
who from residence at a distance or other cause, the Directors may deem fairly
entitled to such extension, but no member shall be entitled to such extension, save as
a matter of grace and favour.
47. If by the terms of issue of any Share or otherwise any amount is made payable at any Amount payable at
fixed time or by installments at fixed time (whether on account of the amount of the fixed time or by
Share or by way of premium) every such amount or installment shall be payable as installments to be
if it were a call duly made by the Directors and of which due notice has been given treated as calls
and all the provisions herein contained in respect of calls shall apply to such amount
or installment accordingly.
48. If the sum payable in respect of any call or installment is not paid on or before the When interest on call
day appointed for the payment thereof, the holder for the time being or allottee of the or installment
Share in respect of which the call shall have been made or the installment shall be payable
due, shall pay interest on the same at such rate not exceeding ten percent per annum
as Directors shall fix from the day appointed for the payment thereof up to the time
of actual payment but the Directors may waive payment of such interest wholly or in
part.
49. On the trial of hearing of any action or suit brought by the Company against any Evidence in action
Member or his Legal Representatives for the recovery of any money claimed to be by Company against
due to the Company in respect of his Shares, it shall be sufficient to prove that the share holder
name of the Member in respect of whose Shares the money is sought to be recovered
is entered on the Register of Members as the holder or as one of the holders at or
subsequent to the date at which the money sought to be recovered is alleged to have
become due on the Shares in respect of which the money is sought to be recovered,
that the resolution making the call is duly recorded in the minute book and the notice
of such call was duly given to the Member or his legal representatives sued in
pursuance of these Articles and it shall not be necessary to prove the appointment of
Directors who made such call, nor that a quorum of Directors was present at the
Board meeting at which any call was made nor that the meeting at which any call
was made was duly convened or constituted nor any other matter whatsoever but the
proof of the matters aforesaid shall be conclusive evidence of the debt.
50. The Directors may, if they think fit, subject to the provisions of Section 50 of the Payment in
Companies Act, 2013, agree to and receive from any Member willing to advance the Anticipation of
same whole or any part of the moneys due upon the shares held by him beyond the calls may carry
sums actually called for, and upon the amount so paid or satisfied in advance, or so interest
much thereof as from time to time exceeds the amount of the calls then made upon
the shares in respect of which such advance has been made, the Company may pay
interest at such rate, as the member paying such sum in advance and the Directors
agree upon provided that money paid in advance of calls shall not confer a right to
participate in profits or dividend. The Directors may at any time repay the amount so
advanced.

247
 The Members shall not be entitled to any voting rights in respect of the moneys so
paid by him until the same would but for such payment, become presently payable.
The provisions of these Articles shall mutatis mutandis apply to the calls on
Debentures of the Company.
LIEN
51. Neither the receipt by the Company of a portion of any money which shall, from time Partial payment not
to time be due from any Member to the Company in respect of his Shares, either by to preclude forfeiture
way of principal or interest, or any indulgence granted by the Company in respect of
the payment of such money, shall preclude the Company from thereafter proceeding
to enforce a forfeiture of such Shares as hereinafter provided.
52. The Company shall have first and paramount lien upon all Shares/Debentures (other Company’s lien on
than fully paid up Shares/ Debentures) registered in the name of each Member Shares/ Debentures
(whether solely or jointly with others) and upon the proceeds of sale thereof, for all
moneys (whether presently payable or not) called or payable at a fixed time in respect
of such Shares/ Debentures and no equitable interest in any Share shall be created
except upon the footing and condition that this Article will have full effect and such
lien shall extend to all dividends and bonuses from time to time declared in respect
of such Shares/Debentures; Unless otherwise agreed the registration of a transfer of
Shares/ Debentures shall operate as a waiver of the Company’s lien if any, on such
Shares/Debentures. The Directors may at any time declare any Shares/ Debentures
wholly or in part exempt from the provisions of this Article.
53. The Company may sell, in such manner as the Board thinks fit, any Shares on which As to enforcing lien
the Company has lien for the purpose of enforcing the same. by sale
PROVIDED THAT no sale shall be made:-
(a) Unless a sum in respect of which the lien exists is presently payable; or
(b) Until the expiration of fourteen days after a notice in writing stating and
demanding payment of such part of the amount in respect of which the lien
exists as is /presently payable has been given to the registered holder for the
time being of the Share or the person entitled thereto by reason of his death
or insolvency.
For the purpose of such sale the Board may cause to be issued a duplicate certificate
in respect of such Shares and may authorize one of their members to execute a
transfer there from on behalf of and in the name of such Members
The purchaser shall not be bound to see the application of the purchase money, nor
shall his title to the Shares be affected by any irregularity, or invalidity in the
proceedings in reference to the sale.
54. (a) The net proceeds of any such sale shall be received by the Company and Application of
applied in or towards satisfaction of such part of the amount in respect of which proceeds of sale
the lien exists as is presently payable, and
(b) The residue if any, after adjusting costs and expenses if any incurred shall be
paid to the person entitled to the Shares at the date of the sale (subject to a like
lien for sums not presently payable as existed on the Shares before the sale).
55. If any Member fails to pay the whole or any part of any call or any installments of a If money payable on
call on or before the day appointed for the payment of the same or any such extension Shares not paid
thereof, the Board of Directors may, at any time thereafter, during such time as the notice to be given
call for installment remains unpaid, give notice to him requiring him to pay the same
together with any interest that may have accrued and all expenses that may have been
incurred by the Company by reason of such non-payment.
56. For the purposes of the provisions of these Articles relating to forfeiture of Shares, Sum payable on
the sum payable upon allotment in respect of a share shall be deemed to be a call allotment to be
payable upon such Share on the day of allotment. deemed a call
57. The notice shall name a day, (not being less than fourteen days form the day of the Form of notice
notice) and a place or places on and at which such call in installment and such interest
thereon at such rate not exceeding eighteen percent per annum as the Directors may
determine and expenses as aforesaid are to be paid. The notice shall also state that in
the event of the non-payment at or before the time and at the place appointed, Shares
in respect of which the call was made or installment is payable will be liable to be
forfeited.
58. If the requirements of any such notice as aforesaid are not complied with, any Share In default of
or Shares in respect of which such notice has been given may at any time thereafter payment Shares to
before payment of all calls or installments, interests and expenses due in respect be forfeited
thereof, be forfeited by a resolution of the Board of Directors to that effect. Such

248
 forfeiture shall include all dividends declared or any other moneys payable in respect
of the forfeited Shares and not actually paid before the forfeiture.
59. When any Share shall have been so forfeited, notice of the forfeiture shall be given Notice of
to the Member in whose name it stood immediately prior to the forfeiture, and an Forfeiture to a
entry of the forfeiture, with the date thereof, shall forthwith be made in the Register Member
of Members, but no forfeiture shall be in any manner invalidated by any omission or
neglect to give such notice or to make any such entry as aforesaid.
60. Any Share so forfeited, shall be deemed to be the property of the Company and may Forfeited Shares to
be sold, re-allotted or otherwise disposed of, either to the original holder or to any be the property of the
other person, upon such terms and in such manner as the Board of Directors shall Company and may
think fit. be sold etc.
61. Any Member whose Shares have been forfeited shall notwithstanding the forfeiture, Member still liable
be liable to pay and shall forthwith pay to the Company on demand all calls, for money owning at
installments, interest and expenses owing upon or in respect of such Shares at the the time of forfeiture
time of the forfeiture together with interest thereon from the time of the forfeiture and interest
until payment, at such rate not exceeding eighteen percent per annum as the Board
of Directors may determine and the Board of Directors may enforce the payment of
such moneys or any part thereof, if it thinks fit, but shall not be under any obligation
to do so.
62. The forfeiture of a Share shall involve the extinction at the time of the forfeiture, of Effects of forfeiture
all interest in and all claims and demand against the Company in respect of the Share
and all other rights incidental to the Share, except only such of those rights as by
these Articles are expressly saved.
63. The Board of Directors may at any time before any Share so forfeited shall have been Power to annul
sold, re-allotted or otherwise disposed of, annul the forfeiture thereof upon such forfeiture
conditions as it thinks fit.
64. (a) A duly verified declaration in writing that the declarant is a Director, the Declaration of
Managing Director or the Manager or the Secretary of the Company, and that forfeiture
Share in the Company has been duly forfeited in accordance with these
Articles, on a date stated in the declaration, shall be conclusive evidence of the
facts therein stated as against all persons claiming to be entitled to the Share.
(b) The Company may receive the consideration, if any, given for the Share on
any sale, re-allotment or other disposal thereof and may execute a transfer of
the Share in favour of the person to whom the Share is sold or disposed off.
(c) The person to whom such Share is sold, re-allotted or disposed of shall
thereupon be registered as the holder of the Share.
(d) Any such purchaser or allotee shall not (unless by express agreement) be liable
to pay calls, amounts, installments, interests and expenses owing to the
Company prior to such purchase or allotment nor shall be entitled (unless by
express agreement) to any of the dividends, interests or bonuses accrued or
which might have accrued upon the Share before the time of completing such
purchase or before such allotment.
(e) Such purchaser or allottee shall not be bound to see to the application of the
purchase money, if any, nor shall his title to the Share be effected by the
irregularity or invalidity in the proceedings in reference to the forfeiture, sale,
re-allotment or other disposal of the Shares.
65. The provisions of these Articles as to forfeiture shall apply in the case of non- Provisions of these
payment of any sum which by the terms of issue of a Share becomes payable at a articles as to
fixed time, whether on account of the nominal value of Share or by way of premium, forfeiture to apply in
as if the same had been payable by virtue of a call duly made and notified. case of Nonpayment
of any sum
66. Upon sale, re-allotment or other disposal under the provisions of these Articles, the Cancellation of
certificate or certificates originally issued in respect of the said Shares shall (unless shares certificates in
the same shall on demand by the Company have been previously surrendered to it by respect of forfeited
the defaulting Member) stand cancelled and become null and void and of no effect Shares
and the Directors shall be entitled to issue a new certificate or certificates in respect
of the said Shares to the person or persons entitled thereto.
67. The declaration as mentioned in Article 64(a) of these Articles shall be conclusive Evidence of
evidence of the facts therein stated as against all persons claiming to be entitled to forfeiture
the Share.
68. Upon any sale after forfeiture or for enforcing a lien in purported exercise of the Validity of sale
powers hereinbefore given, the Board may appoint some person to execute an

249
 instrument of 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 the purchasers shall not
be bound to see to the regularity of the proceedings or to the application of the
purchase money, and after his name has been entered in the Register of Members in
respect of such Shares, the validity of the sale shall not be impeached by any person
and the remedy of any person aggrieved by the sale shall be in damages only and
against the Company exclusively.
69. The Directors may subject to the provisions of the Act, accept surrender of any share Surrender of Shares
from any Member desirous of surrendering on such terms and conditions as they
think fit.
70. No Share which is partly paid-up or on which any sum of money is due shall in any No transfers to
circumstances be transferred to any minor, insolvent or person of unsound mind. minors etc.
71. The instrument of transfer shall be in writing and all provisions of Section 56 of the Instrument of
Companies Act, 2013 and statutory modification thereof for the time being shall be transfer
duly complied with in respect of all transfer of shares and registration thereof.
72. (a) An application for registration of a transfer of the Shares in the Company may Application for
be made either by the transferor or the transferee. transfer
(b) Where the application is made by the transferor and relates to partly paid Shares,
the transfer shall not be registered unless the Company gives notice of the
application to the transferee and the transferee makes no objection to the transfer
within two weeks from the receipt of the notice.
(c) For the purposes of clause (b) above notice to the transferee shall be deemed to
have been duly given if it is dispatched by prepaid registered post to the
transferee at the address, given in the instrument of transfer and shall be deemed
to have been duly delivered at the time at which it would have been delivered in
the ordinary course of post.
73. The instrument of transfer of any Share shall be duly stamped and executed by or on Execution of transfer
behalf of both the transferor and the transferee and shall be witnessed. The transferor
shall be deemed to remain the holder of such Share until the name of the transferee
shall have been entered in the Register of Members in respect thereof. The
requirements of provisions of Section 56 of the Companies Act, 2013 and any
statutory modification thereof for the time being shall be duly complied with.
74. A transfer of Share in the Company of a deceased Member thereof made by his legal Transfer by legal
representative shall, although the legal representative is not himself a Member be as representatives
valid as if he had been a Member at the time of the execution of the instrument of
transfer.
75. The Board of Directors shall have power on giving not less than seven days pervious Register of Members
notice by advertisement in some newspaper circulating in the district in which the etc when closed
registered office of the Company is situated to close the Register of Members and/or
the Register of debentures holders , in accordance with Section 91 of the Companies
Act, 2013 and rules made thereunder, at such time or times and for such period or
periods, not exceeding thirty days at a time and not exceeding in the aggregate forty
five days in each year as it may seem expedient to the Board.
76. Subject to the provisions of Section 58 & 59 of the Companies Act, 2013, these Directors may refuse
Articles and other applicable provisions of the Act or any other law for the time being to register transfer
in force, the Board may refuse whether in pursuance of any power of the company
under these Articles or otherwise to register the transfer of, or the transmission by
operation of law of the right to, any Shares or interest of a Member in or Debentures
of the Company. The Company shall within one month from the date on which the
instrument of transfer, or the intimation of such transmission, as the case may be,
was delivered to Company, send notice of the refusal to the transferee and the
transferor or to the person giving intimation of such transmission, as the case may
be, giving reasons for such refusal. Provided that the registration of a transfer shall
not be refused on the ground of the transferor being either alone or jointly with any
other person or persons indebted to the Company on any account whatsoever except
where the Company has a lien on Shares.
77. In case of the death of any one or more of the persons named in the Register of Death of one or more
Members as the joint holders of any Share, the survivor or survivors shall be the only joint holders of
persons recognized by the Company as having any title or interest in such Share, but Shares
nothing herein contained shall be taken to release the estate of a deceased joint holder
from any liability on Shares held by him with any other person.
78. The Executors or Administrators of a deceased Member or holders of a Succession Titles of Shares of

250
 Certificate or the Legal Representatives in respect of the Shares of a deceased deceased Member
Member (not being one of two or more joint holders) shall be the only persons
recognized by the Company as having any title to the Shares registered in the name
of such Members, and the Company shall not be bound to recognize such Executors
or Administrators or holders of Succession Certificate or the Legal Representative
unless such Executors or Administrators or Legal Representative shall have first
obtained Probate or Letters of Administration or Succession Certificate as the case
may be from a duly constituted Court in the Union of India provided that in any case
where the Board of Directors in its absolute discretion thinks it, the Board upon such
terms as to indemnity or otherwise as the Directors may deem proper dispense with
production of Probate or Letters of Administration or Succession Certificate and
register Shares standing in the name of a deceased Member, as a Member. However,
provisions of this Article are subject to Sections 72 and 56 of the Companies Act,
2013.
79. Where, in case of partly paid Shares, an application for registration is made by the Notice of
transferor, the Company shall give notice of the application to the transferee in Application when to
accordance with the provisions of Section 56 of the Companies Act, 2013. be given
80. Subject to the provisions of the Act and Article 77 hereto, any person becoming Registration of
entitled to Share in consequence of the death, lunacy, bankruptcy or insolvency of persons entitled to
any Member or by any lawful means other than by a transfer in accordance with these Shares otherwise
Articles may, with the consent of the Board (which it shall not be under any than by transfer
obligation to give), upon producing such evidence that he sustains the character in (Transmission
respect of which he proposes to act under this Article or of such title as the Board Clause)
thinks sufficient, either be registered himself as the holder of the Share or elect to
have some person nominated by him and approved by the Board registered as such
holder; provided nevertheless, that if such person shall elect to have his nominee
registered as a holder, he shall execute an instrument of transfer in accordance with
the provisions herein contained, and until he does so, he shall not be freed from any
liability in respect of the Shares. This clause is hereinafter referred to as the
“Transmission Clause”.
81. Subject to the provisions of the Act and these Articles, the Directors shall have the Refusal to register
same right to refuse to register a person entitled by transmission to any Share of his nominee
nominee as if he were the transferee named in an ordinary transfer presented for
registration.
82. A person entitled to a Share by transmission shall subject to the right of the Directors Person entitled May
to retain dividends or money as is herein provided, be entitled to receive and may receive dividend
give a discharge for any dividends or other moneys payable in respect of the Share. without being
registered as a
Member
83. No fee shall be charged for registration of transfer, transmission, Probate, Succession No fee on transfer or
Certificate & Letters of Administration, Certificate of Death or Marriage, Power of transmissions
Attorney or other similar document.
84. Every instrument of transfer shall be presented to the Company duly stamped for Transfer to be
registration accompanied by such evidence as the Board may require to prove the presented with
title of the transferor, his right to transfer the Shares and generally under and subject evidence of title
to such conditions and regulations as the Board may, from time to time prescribe,
and every registered instrument of transfer shall remain in the custody of the
Company until destroyed by order of the Board.
85. The Company shall incur no liability or responsibility whatsoever in consequence of Company not liable
its registering or giving effect to any transfer of Shares made or purporting to be for disregard of a
made by any apparent legal owner thereof (as shown or appearing in the Register of notice prohibiting
Members) to the prejudice of persons having or claiming any equitable right, title or registration of
interest to or in the said Shares, notwithstanding that the Company may have had transfer
notice of such equitable right, title or interest or notice prohibiting registration of
such transfer, and may have entered such notice, or referred thereto, in any book of
the Company, and the Company shall not be bound to be required to regard or attend
to give effect to any notice which may be given to it of any equitable right, title or
interest or be under any liability whatsoever for refusing or neglecting to do so,
though it may have been entered or referred to in some book of the Company, but the
Company shall nevertheless be at liberty to regard and attend to any such notice and
give effect thereto if the Board shall so think fit.
CONVERSION OF SHARES INTO STOCK AND RECONVERSION

251
86. The Company may, by Ordinary Resolution convert any fully paid up Share into Share may be
stock, and reconvert any stock into fully paid-up Shares. converted into stock
87. The several holders of such stock may transfer their respective interest therein or any Transfer of stock
part thereof in the same manner and subject to the same regulations under 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 stock arose.
88. The holders of stock shall, according to the amount of stock held by them, have the Right of stock
same right, privileges and advantages as regards dividends, voting at meeting of the holders
Company, and other matters, as if they held them in 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 those
privileges or advantages.
89. Such of the regulations of the Company as are applicable to the paid up Shares shall Regulation
apply to stock and the words "Share" and "Shareholder" in these regulations shall applicable to stock
include "stock" and "stock holder" respectively. and share warrant
BORROWING POWERS
90. Subject to the provisions of Sections 73, 74 and 179 of the Companies Act, 2013 and Power to borrow
these Articles, the Board of Directors may, from time to time at its discretion by a
resolution passed at a meeting of the Board, borrow, accept deposits from Members
either in advance of calls or otherwise and generally raise or borrow or secure the
payment of any such sum or sums of money for the purposes of the Company from
any source.
PROVIDED THAT, where the moneys to be borrowed together with the moneys
already borrowed (apart from temporary loans obtained from the Company's bankers
in the ordinary course of business) exceed the aggregate of the paid up capital of the
Company and its free reserves (not being reserves set apart for any specific purpose)
the Board of Directors shall not borrow such money without the sanction of the
Company in General Meeting. No debts incurred by the Company in excess of the
limit imposed by this Article shall be valid or effectual unless the lender proves that
he advanced the loan in good faith and without knowledge that the limit imposed by
this Article had been exceeded.
91. The payment or repayment of moneys borrowed as aforesaid may be secured in such The payment or
manner and upon such terms and conditions in all respects as the Board of Directors repayment of
may think fit, and in particular in pursuance of a resolution passed at a meeting of moneys borrowed
the Board (and not by circular resolution) by the issue of bonds, debentures or
debentures stock of the Company, charged upon all or any part of the property of the
Company, (both present and future), including its un-called capital for the time being
and the debentures and the debenture stock and other securities may be made
assignable free from any equities between the Company and the person to whom the
same may be issued.
92. Any bonds, debentures, debenture-stock or other securities issued or to be issued by Bonds, Debentures,
the Company shall be under the control of the Directors who may issue them upon etc. to be subject to
such terms and conditions and in such manner and for such consideration as they control of Directors
shall consider being for the benefit of the Company.
93. Any Debentures, Debenture-stock or other securities may be issued at a premium or Terms of issue of
otherwise and may be issued on condition that they shall be convertible into Shares Debentures
of any denomination, and with any privileges and conditions as to redemption,
surrender, drawing, allotment of Shares, attending (but not voting) at the General
Meeting, appointment of Directors and otherwise. However, Debentures with the
right to conversion into or allotment of Shares shall be issued only with the consent
of the Company in the General Meeting by a Special Resolution.
94. If any uncalled capital of the Company is included in or charged by mortgage or other Mortgage of
security, the Directors may, subject to the provisions of the Act and these Articles, uncalled capital
make calls on the Members in respect of such uncalled capital in trust for the person
in whose favour such mortgage or security has been executed.
95. Subject to the provisions of the Act and these Articles, if the Directors or any of them Indemnity may be
or any other person shall incur or about to incur any liability as principal or surety given
for the payment of any sum primarily due from the Company, the Directors may

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 execute or cause to be executed any mortgage, charge or security over or affecting
the whole or any part of the assets of the Company by way of indemnity to secure
the Directors or person so becoming liable as aforesaid from any loss in respect of
such liability.
RELATED PARTY TRANSACTIONS
96. A. Subject to the provisions of the Act, the Company may enter into contracts with Related Party
the Related Party which are at arm’s length and are in ordinary course of business of Transactions
the company with approval of the Audit Committee.
B. Subject to the provisions of the Act, the Company may enter into contracts with
the related parties which are of such nature wherein it requires consent of
shareholders in terms of Act or Listing Regulations or any other law for the time
being in force, with approval of the shareholders in the general meeting.
MEETING OF MEMBERS
97. i. An Annual General Meeting of the Company shall be held within six months Annual General
after the expiry of each financial year, provided that not more than fifteen months Meeting
shall lapse between the date of one Annual General Meeting and that of next.
ii. Nothing contained in the foregoing provisions shall be taken as affecting the
right conferred upon the Registrar under the provisions of Section 96(1) of the
Act to extend the time with which any Annual General Meeting may be held.
iii. Every Annual General Meeting shall be called at a time during business hours
i.e. 9 a.m. to 6 p.m., on a day that is not a National holiday, and shall be held at
the office of the Company or at some other place within the city in which the
Registered Office of the Company is situated as the Board may determine and
the notices calling the Meeting shall specify it as the Annual General Meeting.
iv. The company may in any one Annual General Meeting fix the time for its
subsequent Annual General Meeting. Every Member of the Company shall be
entitled to attend, either in person or by proxy and the Auditors of the Company
shall have the right to attend and be heard at any General Meeting which he
attends on any part of the business which concerns him as an Auditor.
v. At every Annual General Meeting of the Company, there shall be laid on the
table the Director's Report and Audited statement of accounts, the Proxy Register
with proxies and the Register of Director's Shareholding, which Registers shall
remain open and accessible during the continuance of the Meeting.
vi. The Board shall cause to be prepared the annual list of Members, summary of
share capital, balance sheet and profit and loss account and forward the same to
the Registrar in accordance with Sections 92 and 137 of the Act.
98. The Company shall in every Annual General Meeting in addition to any other Report Report statement
or Statement lay on the table the Director's Report and audited statement of accounts, and registers to be
Auditor's Report (if not already incorporated in the audited statement of accounts), laid before the
the Proxy Register with proxies and the Register of Director’s Shareholdings, which Annual General
Registers shall remain open and accessible during the continuance of the Meeting. Meeting
99. All General Meeting other than Annual General Meeting shall be called Extra- Extra-Ordinary
Ordinary General Meeting. General Meeting
100. (1) Subject to the provisions of Section 111 of the Companies Act, 2013, the Requisitionists
Directors shall on the requisition in writing of such number of Members as is Meeting
hereinafter specified:-
(a) Give to the Members of the Company entitled to receive notice of the
next Annual General Meeting, notice of any resolution which may
properly be moved and is intended to be moved at that meeting.
(b) Circulate to the Members entitled to have notice of any General Meeting
sent to them, any statement with respect to the matter referred to in any
proposed resolution or any business to be dealt with at that Meeting.
(2) The number of Members necessary for a requisition under clause (1) hereof
shall be such number of Members as represent not less than one- tenth of the
total voting power of all the Members having at the date of the resolution a
right to vote on the resolution or business to which the requisition relates; or
(3) Notice of any such resolution shall be given and any such statement shall be
circulated, to Members of the Company entitled to have notice of the Meeting
sent to them by serving a copy of the resolution or statement to each Member
in any manner permitted by the Act for service of notice of the Meeting and
notice of any such resolution shall be given to any other Member of the
Company by giving notice of the general effect of the resolution in any manner

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 permitted by the Act for giving him notice of meeting of the Company. The
copy of the resolution shall be served, or notice of the effect of the resolution
shall be given, as the case may be in the same manner, and so far as practicable,
at the same time as notice of the Meeting and where it is not practicable for it
to be served or given at the time it shall be served or given as soon as
practicable thereafter.
(4) The Company shall not be bound under this Article to give notice of any
resolution or to circulate any statement unless:
(a) A copy of the requisition signed by the requisitionists (or two or more
copies which between them contain the signature of all the requisitionists)
is deposited at the Registered Office of the Company.
i. In the case of a requisition, requiring notice of resolution, not less
than six weeks before the Meeting;
ii. In the case of any other requisition, not less than two weeks before
the Meeting, and
(b) There is deposited or tendered with the requisition sum reasonably
sufficient to meet the Company’s expenses in giving effect thereto.
PROVIDED THAT if, after a copy of the requisition requiring notice of a resolution
has been deposited at the Registered Office of the Company, an Annual General
Meeting is called for a date six weeks or less after such copy has been deposited, the
copy although not deposited within the time required by this clause, shall be deemed
to have been properly deposited for the purposes thereof.
The Company shall also not be bound under this Article to circulate any statement,
if on the application either of the Company or of any other person who claims to be
aggrieved, the Company Law Board is satisfied that the rights conferred by this
Article are being abused to secure needless publicity for defamatory matter.
Notwithstanding anything in these Articles, the business which may be dealt with at
Annual General Meeting shall include any resolution for which notice is given in
accordance with this Article, and for the purposes of this clause, notice shall be
deemed to have been so given, notwithstanding the accidental omission in giving it
to one or more Members.
101. (a) The Directors may, whenever they think fit, convene an Extra-Ordinary General Extra-Ordinary
Meeting and they shall on requisition of the Members as herein provided, General Meeting by
forthwith proceed to convene Extra-Ordinary General Meeting of the Company. Board and by
requisition
(b) If at any time there are not within India sufficient Directors capable of acting to When a Director or
form a quorum, or if the number of Directors be reduced in number to less than any two Members
the minimum number of Directors prescribed by these Articles and the may call an Extra-
continuing Directors fail or neglect to increase the number of Directors to that Ordinary General
number or to convene a General Meeting, any Director or any two or more Meeting
Members of the Company holding not less than one-tenth of the total paid up
share capital of the Company may call for an Extra-Ordinary General Meeting
in the same manner as nearly as possible as that in which meeting may be called
by the Directors.
102. (1) In case of requisition the following provisions shall have effect: Contents of
(a) The requisition shall set out the matter for the purpose of which the requisition, and
Meeting is to be called and shall be signed by the requisitionists and Number of
shall be deposited at the Registered Office of the Company. requisitionists
(b) The requisition may consist of several documents in like form each required and the
signed by one or more requisitionists. conduct of Meeting
(c) The number of Members entitled to requisition a Meeting in regard to
any matter shall be such number as hold at the date of the deposit of the
requisition, not less than one-tenth of such of the paid-up share capital
of the Company as that date carried the right of voting in regard to
that matter.
(d) Where two or more distinct matters are specified in the requisition, the
provisions of sub-clause (c) shall apply separately in regard to each
such matter and the requisition shall accordingly be valid only in
respect of those matters in regard to which the conditions specified in
that clause are fulfilled.
(e) If the Board does not, within twenty-one days from the date of the
deposit of a valid requisition in regard to any matters, proceed duly to

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 call a Meeting for the consideration of those matters on a day not later
than forty-five days from the date of the deposit of the requisition, the
Meeting may be called:
i. by the requisitionists themselves; or
ii. by such of the requisitionists as represent either a majority in value
of the paid up share capital held by all of them or not less than one
tenth of the paid-up share capital of the Company as is referred to in
sub clauses (c) of clause (I) whichever is less.
PROVIDED THAT for the purpose of this sub-clause, the Board shall, in the case
of a Meeting at which a resolution is to be proposed as a Special Resolution, be
deemed not to have duly convened the Meeting if they do not give such notice
thereof as is required by sub-section (2) of Section 114 of the Companies Act,
2013.
(2) A meeting called under sub-clause (c) of clause(1) by requisitionists
or any of them:
(a) shall be called in the same manner as, nearly as possible, as that in
which meeting is to be called by the Board; but
(b) shall not be held after the expiration of three months from the date of
deposit of the requisition.
PROVIDED THAT nothing in sub-clause (b) shall be deemed to prevent a
Meeting duly commenced before the expiry of the period of three months
aforesaid, from adjourning to some days after the expiry of that period.
(3) Where two or more Persons hold any Shares in the Company jointly; a
requisition or a notice calling a Meeting signed by one or some only of them
shall, for the purpose of this Article, have the same force and effect as if it
has been signed by all of them.
(4) Any reasonable expenses incurred by the requisitionists by reason of the
failure of the Board to duly to call a Meeting shall be repaid to the
requisitionists by the Company; and any sum repaid shall be retained by the
Company out of any sums due or to become due from the Company by way
of fees or other remuneration for their services to such of the Directors as
were in default.
103. (1) A General Meeting of the Company may be called by giving not less than Length of notice of
twenty-one days’ notice in writing. Meeting
(2) A General Meeting may be called after giving shorter notice than that specified
in clause (1) hereof, if consent is accorded thereto:
i. In the case of Annual General Meeting by all the Members entitled to vote
thereat; and
ii. In the case of any other Meeting, by Members of the Company holding not
less than ninety-five percent of such part of the paid up share capital of the
Company as gives a right to vote at the Meeting.
PROVIDED THAT where any Members of the Company are entitled to vote only on
some resolution, or resolutions to be moved at a Meeting and not on the others, those
Members shall be taken into account for the purposes of this clause in respect of the
former resolutions and not in respect of the later.
104. (1) Every notice of a Meeting of the Company shall specify the place and the day Contents
and hour of the Meeting and shall contain a statement of the business to be
transacted thereat. and manner of
(2) Subject to the provisions of the Act notice of every General Meeting shall be service of notice and
given; persons on whom it
(a) to every Member of the Company, in any manner authorized by Section is to be served
20 of the Companies Act, 2013;
(b) to the persons entitled to a Share in consequence of the death or
insolvency of a Member, by sending it through post in a prepaid letter
addressed to them by name or by the title of representative of the
deceased, or assignees of the insolvent, or by like description, at the
address, if any in India supplied for the purpose by the persons claiming
to be so entitled or until such an address has been so supplied, by giving
the notice in any manner in which it might have been given if the death
or insolvency had not occurred; and
(c) to the Auditor or Auditors for the time being of the Company
(3) Every notice convening a Meeting of the Company shall state with reasonable

255
 prominence that a Member entitled to attend and vote at the Meeting is entitled
to appoint one or more proxies to attend and vote instead of himself and that a
proxy need not be a Member of the Company.
105. (1) (a) In the case of an Annual General Meeting all business to be transacted at the Special and ordinary
Meeting shall be deemed special, with the exception of business relating to business and
i. the consideration of the accounts, balance sheet, the reports of the Board of explanatory
Directors and Auditors; statement
ii. the declaration of dividend;
iii. the appointment of Directors in the place of those retiring; and
iv. the appointment of, and the fixing of the remuneration of the Auditors, and
(b) In the case of any other meeting, all business shall be deemed special
(2) Where any items of business to be transacted at the Meeting of the Company are
deemed to be special as aforesaid, there shall be annexed to the notice of the
Meeting a statement setting out all material facts concerning each such item of
business, including in particular the nature of the concern or interest, if any,
therein of every Director.
PROVIDED THAT where any such item of special business at the Meeting of the
Company relates to or affects, any other company, the extent of shareholding interest
in that other company of every Director of the Company shall also be set out in the
statement, if the extent of such shareholding interest is not less than twenty percent
of the paid up- share capital of the other company.
(3) Where any item of business consists of the according of approval to any
document by the Meeting, the time and place where the document can be
inspected shall be specified in the statement aforesaid.
106. The accidental omission to give such notice as aforesaid to or non-receipt thereof by Omission to give
any Member or other person to whom it should be given, shall not invalidate the notice not to
proceedings of any such Meeting. invalidate
Proceedings
107. No General Meeting, Annual or Extra-Ordinary shall be competent to enter upon, Notice of business to
discuss or transact any business which has not been mentioned in the notice or notices be given
convening the Meeting.
108. The quorum for General Meetings shall be as under:- Quorum
i. five members personally present if the number of members as on the date of
meeting is not more than one thousand;
ii. fifteen members personally present if the number of members as on the date
of meeting is more than one thousand but up to five thousand;
iii. thirty members personally present if the number of members as on the date of
the meeting exceeds five thousand;
No business shall be transacted at the General Meeting unless the quorum requisite
is present at the commencement of the Meeting. A body corporate being a Member
shall be deemed to be personally present if it is represented in accordance with
Section 113 of the Companies Act, 2013. The President of India or the Governor of
a State being a Member of the Company shall be deemed to be personally present if
it is presented in accordance with Section 113 of the Companies Act, 2013.
109. If within half an hour from the time appointed for holding a Meeting of the Company, If quorum not
a quorum is not present, the Meeting, if called by or upon the requisition of the present when
Members shall stand dissolved and in any other case the Meeting shall stand, Meeting to
adjourned to the same day in the next week or if that day is a public holiday until the be
next succeeding day which is not a public holiday, at the same time and place or to dissolved and
such other day and at such other time and place as the Board may determine. If at the When to be
adjourned meeting also, a quorum is not present within half an hour from the time adjourned
appointed for holding the Meeting, the Members present shall be a quorum and may
transact the business for which the Meeting was called.
110. Where a resolution is passed at an adjourned Meeting of the Company, the resolution Resolution passed at
for all purposes is treated as having been passed on the date on which it was in fact adjourned Meeting
passed and shall not be deemed to have been passed on any earlier date.
111. At every General Meeting the Chair shall be taken by the Chairman of the Board of Chairman of General
Directors. If at any Meeting, the Chairman of the Board of Directors is not present Meeting
within ten minutes after the time appointed for holding the Meeting or though
present, is unwilling to act as Chairman, the Vice Chairman of the Board of Directors
would act as Chairman of the Meeting and if Vice Chairman of the Board of Directors
is not present or, though present, is unwilling to act as Chairman, the Directors

256
 present may choose one of themselves to be a Chairman, and in default or their doing
so or if no Directors shall be present and willing to take the Chair, then the Members
present shall choose one of themselves, being a Member entitled to vote, to be
Chairman.
112. Any act or resolution which, under the provisions of these Articles or of the Act, is Act for resolution
permitted or required to be done or passed by the Company in General Meeting shall sufficiently done or
be sufficiently done so or passed if effected by an Ordinary Resolution unless either passed by Ordinary
the Act or the Articles specifically require such act to be done or resolution be passed Resolution unless
by a Special Resolution. otherwise required
113. No business shall be discussed at any General Meeting except the election of a Business confined to
Chairman whilst the Chair is vacant. election of Chairman
whilst the Chair is
vacant
114. (a) The Chairman may with the consent of Meeting at which a quorum is present Chairman may
and shall if so directed by the Meeting adjourn the Meeting from time to time adjourn Meeting
and from place to place.
(b) No business shall be transacted at any adjourned Meeting other than the business
left unfinished at the Meeting from which the adjournment took place
(c) 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.
(d) Save as aforesaid, it shall not be necessary to give any notice of an adjournment
of or of the business to be transacted at any adjourned Meeting.
115. Every question submitted to a General Meeting shall be decided in the first instance How questions are
by a show of hands unless the poll is demanded as provided in these Articles. decided at Meetings
116. A declaration by the Chairman of the Meeting that on a show of hands, a resolution Chairman's
has or has not been carried either unanimously or by a particular majority, and an declaration of result
entry to that effect in the book containing the minutes of the proceeding of the of voting on show of
Company’s General Meeting shall be conclusive evidence of the fact, without proof hands
of the number or proportion of votes cast in favour of or against such resolution.
117. Before or on the declaration of the result of the voting on any resolution on a show Demand of poll
of hands a poll may be ordered to be taken by the Chairman of the Meeting on his
own motion and shall be ordered to be taken by him on a demand made in that behalf
by any Member or Members present in person or by proxy and holding Shares in the
Company which confer a power to vote on the resolution not being less than one-
tenth of the total voting power in respect of the resolution, or on which an aggregate
sum of not less than fifty thousand rupees has been paid up. The demand for a poll
may be withdrawn at any time by the Person or Persons who made the demand.
118. A poll demanded on a question of adjournment or election of a Chairman shall be Time of taking poll
taken forthwith. A poll demanded on any other question shall be taken at such time
not being later than forty-eight hours from the time when the demand was made and
in such manner and place as the Chairman of the Meeting may direct and the result
of the poll shall be deemed to be the decision of the Meeting on the resolution on
which the poll was taken.
119. In the case of equality of votes, the Chairman shall both on a show of hands and on Chairman’s casting
a poll (if any) have a casting vote in addition to the vote or votes to which he may be vote
entitled as a Member.
120. Where a poll is to be taken, the Chairman of the Meeting shall appoint two scrutineers Appointment
to scrutinise the vote given on the poll and to report thereon to him. One of the
scrutineers so appointed shall always be a Member (not being an officer or employee of scrutineers
of the Company) present at the Meeting, provided such a Member is available and
willing to be appointed. The Chairman shall have power, at any time before the result
of the poll is declared, to remove a scrutineer from office and fill vacancies in the
office of the scrutineer arising from such removal or from any other cause.
121. The demand for a poll shall not prevent transaction of other business (except on the Demand for poll not
question of the election of the Chairman and of an adjournment) other than the to prevent
question on which the poll has been demanded. transaction of other
business
122. Where by any provision contained in the Act or in these Articles, special notice is Special Notice
required for any resolution, the notice of the intention to move the resolution shall be
given to the Company not less than fourteen days before the Meeting at which it is
to be moved, exclusive of the day which the notice is served or deemed to be served
on the day of the Meeting. The Company shall immediately after the notice of the

257
 intention to move any such resolution has been received by it, give its Members
notice of the resolution in the same manner as it gives notice of the Meeting, or if
that is not practicable shall give them notice thereof, either by advertisement in a
newspaper having an appropriate circulation or in any other mode allowed by these
presents not less than seven days before the Meeting.
VOTES OF MEMBERS
123. A Member paying the whole or a part of the amount remaining unpaid on any Share Member paying
held by him although no part of that amount has been called up, shall not be entitled money in advance
to any voting rights in respect of moneys so paid by him until the same would but for not to be entitled to
such payment become presently payable. vote in respect
thereof
124. No Member shall exercise any voting rights in respect of any Shares registered in his Restriction on
name on which any calls or other sums presently payable by him have not been paid exercise of voting
or in regard to which the Company has exercised any right of lien. rights of Members
who have not paid
calls
125. Subject to the provisions of Article 123, every Member of the Company holding any Number of votes to
equity share capital and otherwise entitled to vote shall, on a show of hands when which Member
present in person (or being a body corporate present by a representative duly entitled
authorized) have one vote and on a poll, when present in person (including a body
corporate by a duly authorized representative), or by an agent duly authorized under
a Power of Attorney or by proxy, his voting right shall be in proportion to his share
of the paid-up equity share capital of the Company.
Provided however, if any preference shareholder is present at any meeting of the
Company, (save as provided in sub-section (2) of Section 47 of Companies Act,
2013) he shall have a right to vote only on resolutions before the Meeting which
directly affect the rights attached to his preference shares.
A Member is not prohibited from exercising his voting rights on the ground that he
has not held his Shares or interest in the Company for any specified period preceding
the date on which the vote is taken.
126. A Member of unsound mind, or in respect of whom order has been made by any Votes of Members of
Court having jurisdiction in lunacy, may vote, whether on a show of hands or on a unsound mind
poll, by his committee or other legal guardian and any such committee or guardian
may, on a poll, vote by proxy.
127. If there be joint registered holders of any Shares, one of such persons may vote at Votes of joint
any Meeting personally or by an agent duly authorized under a Power of Attorney or Members
by proxy in respect of such Shares, as if he were solely entitled thereto but the proxy
so appointed shall not have any right to speak at the Meeting, and if more than one
of such joint holders be present at any Meeting either personally or by agent or by
proxy, that one of the said persons so present whose name appears higher on the
Register of Members shall alone be entitled to speak and to vote in respect of such
Shares, but the other holder(s) shall be entitled to vote in preference to a person
present by an agent duly authorized under a Power of Attorney or by proxy although
the name of such person present by agent or proxy stands first or higher in the
Register of Members in respect of such Shares. Several executors or administrators
of a deceased Member in whose name Shares stand shall for the purpose of these
Articles be deemed joint holders thereof.
128. (a) A body corporate (whether a company within the meaning of the Act or not) Representation
may, if it is a Member or creditor of the Company (including a holder of
Debentures) authorize such person as it thinks fit by a resolution of its Board of body corporate
of Directors or other governing body, to act as its representative at any Meeting
of the Company or any class of shareholders of the Company or at any meeting
of the creditors of the Company or Debenture-holders of the Company. A
person authorized by resolutions aforesaid shall be entitled to exercise the same
rights and powers (including the right to vote by proxy) on behalf of the body
corporate which he represents as that body could exercise if it were an
individual Member, shareholder, creditor or holder of Debentures of the
Company. The production of a copy of the resolution referred to above certified
by a Director or the Secretary of such body corporate before the
commencement of the Meeting shall be accepted by the Company as sufficient
evidence of the validity of the said representatives’ appointment and his right
to vote thereat.

258
 (b) Where the President of India or the Governor of a State is a Member of the
Company, the President or as the case may be the Governor may appoint such
person as he thinks fit to act as his representative at any Meeting of the
Company or at any meeting of any class of shareholders of the Company and
such a person shall be entitled to exercise the same rights and powers,
including the right to vote by proxy, as the President, or as the case may be, the
Governor could exercise as a Member of the Company.
129. Any person entitled under the Transmission Article to transfer any Shares may vote Votes in respects of
at any General Meeting in respect thereof in the same manner as if he was the deceased
registered holder of such Shares; provided that at least forty-eight hours before the
time of holding the Meeting or adjourned Meeting, as the case may be, at which he or insolvent
proposes to vote, he shall satisfy the Directors of the right to transfer such Shares and Members
give such indemnity (if any) as the Directors may require unless the Directors shall
have previously admitted his right to vote at such Meeting in respect thereof.
130. Subject to the provisions of these Articles, votes may be given either personally or Voting in person or
by proxy. A body corporate being a Member may vote either by a proxy or by a by proxy
representative duly authorized in accordance with Section 105 of the Companies Act,
2013.
131. On a poll taken at a Meeting of the Company a Member entitled to more than one Rights of Members
vote or his proxy, or other persons entitled to vote for him, as the case may be, need to use votes
not, if he votes, use all his votes or cast in the same way all the votes he uses differently
132. Any Member of the Company entitled to attend and vote at a Meeting of the Proxies
Company, shall be entitled to appoint another person (whether a Member or not) as
his proxy to attend and vote instead of himself. PROVIDED that a proxy so appointed
shall not have any right whatsoever to speak at the Meeting. Every notice convening
a Meeting of the Company shall state that a Member entitled to attend and vote is
entitled to appoint one or more proxies to attend and vote instead of himself, and that
a proxy need not be a Member of the Company.
133. An instrument of proxy may appoint a proxy either for the purposes of a particular Proxy either for
Meeting specified in the instrument and any adjournment thereof or it may appoint a specified meeting or
proxy for the purpose of every Meeting to be held before a date specified in the for a period
instrument and every adjournment of any such Meeting.
134. No proxy shall be entitled to vote by a show of hands. No proxy to vote on
a show of hands
135. The instrument appointing a proxy and the Power of Attorney or authority (if any) Instrument of proxy
under which it is signed or a notarial certified copy of that Power of Attorney or when to be deposited
authority, shall be deposited at the Registered Office of the Company at least forty-
eight hours before the time for holding the Meeting
at which the person named in the instrument purposes to vote and in default the
instrument of proxy shall not be treated as valid.
136. Every instrument of proxy whether for a specified Meeting or otherwise shall, as Form of Proxy
nearly as circumstances will admit, be in any of the forms as prescribed in the
Companies Act, 2013, and signed by the appointer or his attorney duly authorized in
writing or if the appointer is a body corporate, be under its seal or be signed by any
officer or attorney duly authorized by it.
137. A vote given in accordance with the terms of an instrument of proxy shall be valid Validity of votes
notwithstanding the previous death or insanity of the principal, or revocation of the given by proxy
proxy or of any Power of Attorney under which such proxy was signed, or the transfer notwithstanding
of the Share in respect of which the vote is given, provided that no intimation in revocation of
writing of the death, insanity, revocation or transfer shall have been received by the authority
Company at the Registered Office before the commencement of the Meeting or
adjourned Meeting at which the proxy is used provided nevertheless that the
Chairman of any Meeting shall be entitled to require such evidence as he may in his
discretion think fit of the due execution of an instrument of proxy and of the same
not having been revoked.
138. No objection shall be made to the qualification of any voter or to the validity of a Time for objection to
vote except at the Meeting or adjourned Meeting at which the vote objected to is vote
given or tendered, and every vote, whether given personally or by proxy, not
disallowed at such Meeting, shall be valid for all proposes and such objection made
in due time shall be referred to the Chairman of the Meeting.
139. The Chairman of any Meeting shall be the sole judge of the validity of every vote Chairman of any
tendered at such Meeting. The Chairman present at the taking of a poll shall be the Meeting to be the

259
 sole judge of the validity of every vote tendered at such poll. The decision of the judge of Validity of
Chairman shall be final and conclusive. any value
140. If any such instrument of appointment is confined to the object of appointing at Custody of
attorney or proxy for voting at Meetings of the Company, it shall remain permanently Instrument
or for such time as the Directors may determine, in the custody of the Company. If
such instrument embraces other objects, a copy thereof
examined with the original shall be delivered to the Company to remain in the
custody of the Company.
DIRECTORS
141. Until otherwise determined by a General Meeting of the Company and subject to the Number of Directors
provisions of Section 149 of the Companies Act, 2013, the number of Directors shall
not be less than three and not more than fifteen.
141A First Directors of the Company were:
i. NARESH KUMAR
ii. VINOD KUMAR MAKHARIA
iii. SATYA PRAKASH DUBEY
142. The appointment of Directors of the Company shall be in accordance with the Appointment of
provisions of the Act and these Articles, to the extent applicable. Directors
143. Any Trust Deed for securing Debentures may if so arranged, provide for the Debenture Directors
appointment, from time to time by the Trustees thereof or by the holders of
Debentures, of some person to be a Director of the Company and may empower such
Trustees or holder of Debentures, from time to time, to remove and re-appoint any
Director so appointed. The Director appointed under this Article is herein referred to
as "Debenture Director" and the term “Debenture Director” means the Director for
the time being in office under this Article. The Debenture Director shall not be liable
to retire by rotation or be removed by the Company. The Trust Deed may contain
such ancillary provisions as may be agreed between the Company and the Trustees
and all such provisions shall have effect notwithstanding any of the other provisions
contained herein.
144. (a) Notwithstanding anything to the contrary contained in these Articles, so long as Nominee Director or
any moneys remain owing by the Company to any Finance Corporation or Credit Corporation Director
Corporation or to any Financing company or body, (which corporation or body
is hereinafter in this Article referred to as “the corporation”) out of any loans
granted or to be granted by them to the Company or so long as the corporation
continue to hold Debentures in the Company by direct subscription or private
placement, or so long as the Corporation holds Shares in the Company as a result
of underwriting or direct subscription or so long as any liability of the Company
arising out of any guarantee furnished by the Corporation on behalf of the
Company remains outstanding, the Corporation shall have a right to appoint
from time to time any person or persons as a Director, whole time or non-whole
time (which Director or Directors is/are hereinafter referred to as "Nominee
Director(s)") on the Board of the Company and to remove from such office any
persons so appointed and to appoint any person or persons in his/their places.
(b) The Board of Directors of the Company shall have no power to remove from
office the Nominee Director(s). Such Nominee Director(s) shall not be required
to hold any Share qualification in the Company. Further Nominee Director shall
not be liable to retirement by rotation of Directors. Subject as aforesaid, the
Nominee Directors(s) shall be entitled to the same rights and privileges and be
subject to the obligations as any other Director of the Company.
(c) The Nominee Director(s) so appointed shall hold the said office only so long as
any moneys remain owing by the Company to the Corporation and the Nominee
Director/s so appointed in exercise of the said power, shall ipso facto vacate such
office immediately on the moneys owing by the Company to the Corporation
being paid off.
(d) The Nominee Director(s) appointed under this Article shall be entitled to receive
all notices of and attend all General Meetings, Board Meetings and all the
Meetings of the Committee of which the Nominee Director(s) is/are Member(s)
as also the minutes of such Meetings. The Corporation shall also be entitled to
receive all such notices and minutes.
(e) The sitting fees in relation to such Nominee Director(s) shall also accrue to the
Corporation and the same shall accordingly be paid by the Company directly to
the Corporation. Any other fees, commission, moneys or remuneration in any

260
 form is payable to the Nominee Director of the Company, such fees, commission,
moneys and remuneration in relation to such Nominee Director(s) shall accrue
to the Corporation and the same shall accordingly be paid by the Company
directly to the Corporation. Any expenses that may be incurred by the
Corporation or such Nominee Director(s), in connection with their appointment
or Directorship, shall also be paid or reimbursed by the Company to the
Corporation or as the case may be to such Nominee Director/s provided
that if any such Nominee Director/s is/are an officer(s) of the Corporation.
Provided also that in the event of the Nominee Director(s) being appointed as Whole-
time Director(s); such Nominee Director/s shall exercise such power and duties as
may be approved by the lenders and have such rights as are usually exercised or
available to a whole-time Director in the management of the affairs of Company.
Such Nominee Director shall be entitled to receive such remuneration, fees,
commission and moneys as may be approved by the Corporation(s) nominated by
him.
145. (a) In connection with any collaboration arrangement with any company or
corporation or any firm or person for supply of technical know-how and/or
machinery or technical advice the directors may authorize such company,
corporation, firm or person herein-after in this clause referred to as
“collaboration” to appoint from time to time any person as director of the
company (hereinafter referred to as “special director”) and may agree that such
special director shall not be liable to retire by rotation and need not possess any
qualification shares to qualify him for office of such director, so however that
such special director shall hold office so long as such collaboration arrangement
remains in force unless otherwise agreed upon between the Company and such
collaborator under the collaboration arrangements or at any time thereafter.
(b) The collaborators may at any time and from time to time remove any such special
director appointed by it and may at the time of such removal and also in the case
of death or resignation of the person so appointed, at any time appoint any other
person as special director in his place and such appointment or removal shall be
made in writing signed by such company or corporation or any partner or such
person and shall be delivered to the Company at its registered office.
(c) It is clarified that every collaborator entitled to appoint a director under this
article may appoint one such person as a director and so that if more than one
collaborator is so entitled there may be at any time as may special directors as
the collaborators eligible to make the appointment.
146. The provisions of Articles 143, 144 and 145 are subject to the provisions of Section Limit on number of
152 of the Companies Act, 2013 and number of such Directors appointed shall not non-retiring
exceed in the aggregate one third of the total number of Directors for the time being Directors
in office.
147. The Board may appoint, an Alternate Director recommended for such appointment Alternate Director
by the Director (hereinafter in this Article called "the Original Director") to act for
him during his absence for a period of not less than three months from the State in
which the meetings of the Board are ordinarily held. Every such Alternate Director
shall, subject to his giving to the Company an address in India at which notice may
be served on him, be entitled to notice of meetings of Directors and to attend and
vote as a Director and be counted for the purposes of a quorum and generally at such
Meetings to have and exercise all the powers and duties and authorities of the
Original Director. The Alternate Director appointed under this Article shall vacate
office as and when the Original Director returns to the State in which the meetings
of the Board are ordinarily held and if the term of office of the Original Director is
determined before he returns to as aforesaid, any provisions in the Act or in these
Articles for automatic reappointment of retiring Director in default of another
appointment shall apply to the Original Director and not the Alternate Director.
148. The Directors shall have power at any time and from time to time to appoint any Directors may fill in
person to be a Director to fill a casual vacancy. Such casual vacancy shall be filled vacancies
by the Board of Directors at a meeting of the Board. Any person so appointed shall
hold office only up to the date to which the Director in whose place he is appointed
would have held office, if it had not been vacated as aforesaid. However, he shall
then be eligible for re-election.
149. Subject to the provisions of Section 161 of the Companies Act, 2013 the Directors Additional Directors
shall have the power at any time and from time to time to appoint any other person

261
 to be a Director as an addition to the Board (“Additional Director”) so that the total
number of Directors shall not at any time exceed the maximum fixed by these
Articles. Any person so appointed as an Additional Director to the Board shall hold
his office only up to the date of the next Annual General Meeting and shall be eligible
for election at such Meeting.
150. A Director need not hold any qualification shares. Qualification shares
151. The fees payable to a Director for attending each Board meeting shall be such sum Director’s sitting
as may be fixed by the Board of Directors not exceeding such sum as may be fees
prescribed by the Central Government for each of the meetings of the Board or a
Committee thereof and adjournments thereto attended by him. The Directors, subject
to the sanction of the Central Government (if any required) may be paid such higher
fees as the Company in General Meeting shall from time to time determine.
152. Subject to the provisions of Sections 188 and 197 of the Companies Act, 2013, if any Extra remuneration
Director, being willing, shall be called upon to perform extra services (which to Directors for
expression shall include work done by a Director as a Member of any Committee special work
formed by the Directors or in relation to signing share certificate) or to make special
exertions in going or residing or residing out of his usual place of residence or
otherwise for any of the purposes of the Company, the Company may remunerate the
Director so doing either by a fixed sum or otherwise as may be determined by the
Director, and such remuneration may be either in addition to or in substitution for his
share in the remuneration herein provided.
Subject to the provisions of the Act, a Director who is neither in the whole time
employment nor a Managing Director may be paid remuneration either:
i. by way of monthly, quarterly or annual payment with the approval of the
Central Government; or
ii. by way of commission if the Company by a Special Resolution authorized
such payment.
153. The Board of Directors may subject to the limitations provided by the Act allow and Traveling expenses
pay to any Director who attends a meeting of the Board of Directors or any incurred by Directors
Committee thereof or General Meeting of the Company or in connection with the on Company’s
business of the Company at a place other than his usual place of residence, for the business
purpose of attending a Meeting such sum as the Board may consider fair
compensation for traveling, hotel, and other incidental expenses properly incurred by
him in addition to his fees for attending such Meeting as above specified.
154. The continuing Director or Directors may act notwithstanding any vacancy in their Director may act
body, but if and so long as their number is reduced below the quorum fixed by these notwithstanding
Articles for a meeting of the Board, the Director or Directors may act for the purpose vacancy
of increasing the number of Directors or that fixed for the quorum or for summoning
a General Meeting of the Company but for no other purposes.
155. (1) Subject to the provisions of Section 188 of the Companies Act, 2013, except with Board resolution
the consent of the Board of Directors of the Company, a Director of the Company necessary for certain
or his relative, a firm in which such a Director or relative is partner, any other contracts
partner in such a firm or a private company of which the Director is a member
or director, shall not enter into any contract with the Company:
(a) For the sale, purchase or supply of goods, materials or services; or
(b) for underwriting the subscription of any Share in or debentures of the
Company;
(c) nothing contained in clause (a) of sub-clause (1) shall affect:-
(i) the purchase of goods and materials from the Company, or the sale of
goods and materials to the Company by any Director, relative, firm,
partner or private company as aforesaid for cash at prevailing market
prices; or
(ii)any contract or contracts between the Company on one side and any
such Director, relative, firm, partner or private company on the other
for sale, purchase or supply of any goods, materials and services in
which either the Company, or the Director, relative, firm, partner or
private company, as the case may be regularly trades or does business.
PROVIDED THAT such contract or contracts do not relate to goods and materials
the value of which, or services the cost of which, exceeds five thousand rupees in the
aggregate in any year comprised in the period of the contract or contracts.
(2) Notwithstanding any contained in sub-clause (1) hereof, a Director, relative, firm
partner or private company as aforesaid may, in circumstances of urgent

262
 necessity, enter without obtaining the consent of the Board, into any contract
with the Company for the sale, purchase or supply of any goods, materials or
services even if the value of such goods or cost of such services exceeds rupees
five thousand in the aggregate in any year comprised in the period of the
contract; but in such a case the consent of the Board shall be obtained at a
Meeting within three months of the date on which the contract was entered into.
(3) Every consent of the Board required under this Article shall be accorded by a
resolution passed at a meeting of the Board required under clause (1) and the
same shall not be deemed to have been given within the meaning of that clause
unless the consent is accorded before the contract is entered into or within three
months of the data on which was entered into.
(4) If consent is not accorded to any contract under this Article, anything done in
pursuance of the contract will be voidable at the option of the Board.
(5) The Directors, so contracting or being so interested shall not be liable to the
Company for any profit realized by any such contract or the fiduciary relation
thereby established.
156. When the Company:- Disclosure to the
(a) enters into a contract for the appointment of a Managing Director or Whole- Members of
time Director in which contract any Director of the Company is whether Directors’ interest in
directly or indirectly, concerned or interested; or contract appointing
(b) varies any such contract already in existence and in which a Director is Managers,
concerned or interested as aforesaid, the provisions of Section 190 of the Managing Director
Companies Act, 2013 shall be complied with. or Whole-time
Director
157. (a) A Director of the Company who is in any way, whether directly or indirectly Directors
concerned or interested in a contract entered into or to be entered into by or on of interest
behalf of the Company shall disclose the nature of his concern or interest at a
meeting of the Board in the manner provided in Section 184 of the Companies
Act, 2013.
(b) A general notice, given to the Board by the Director to the effect that he is a General notice of
director or is a member of a specified body corporate or is a member of a disclosure
specified firm under Sections 184 of the Companies Act, 2013 shall expire at the
end of the financial year in which it shall be given but may be renewed for a
further period of one financial year at a time by fresh notice given in the last
month of the financial year in which it would have otherwise expired. No such
general notice and no renewal thereof shall be of effect unless, either it is given
at a meeting of the Board or the Director concerned takes reasonable steps to
secure that is brought up and read at the first meeting of the Board after it is
given.
158. Subject to the provisions of the Act the Directors (including a Managing Director and Directors and
Whole time Director) shall not be disqualified by reason of his or their office as such Managing Director
from holding office under the Company or from contracting with the Company either may contract with
as vendor, purchaser, lender, agent, broker, lessor or lessee or otherwise, nor shall Company
any such contract or any contracts or arrangement entered into by or on behalf of the
Company with any Director or with any company or partnership of or in which any
Director shall be a member or otherwise interested be avoided nor shall any Director
so contracting be liable to account to the Company for any profit realized by such
contract or arrangement by reason only of such Director holding that office or of the
fiduciary relation thereby established, but it is declared that the nature of his interest
shall be disclosed as provided by Section 184 of the Companies Act, 2013 and in this
respect all the provisions of Section 184 and 189 of the Companies Act, 2013 shall
be duly observed and complied with.
159. A person shall not be capable of being appointed as a Director of the Company if:- Disqualification of
(a) he has been found to be of unsound mind by a Court of competent jurisdiction the Director
and the finding is in force;
(b) he is an un-discharged insolvent;
(c) he has applied to be adjudged an insolvent and his application is pending;
(d) he has been convicted by a Court of any offence involving moral turpitude
sentenced in respect thereof to imprisonment for not less than six months and a
period of five years has not elapsed form the date of expiry of the sentence;
(e) he has not paid any call in respect of Shares of the Company held by him
whether alone or jointly with others and six months have lapsed from the last

263
 day fixed for the payment of the call; or
(f) an order disqualifying him for appointment as Director has been passed by a
Court, unless the leave of the Court has been obtained for his appointment.
160. The office of Director shall become vacant if:- Vacation of office
(a) he is found to be of unsound mind by a Court of competent jurisdiction; or by Directors
(b) he applies to be adjudged an insolvent; or
(c) he is adjudged an insolvent; or
(d) he is convicted by a Court of any offence involving moral turpitude and
sentenced in respect thereof to imprisonment for less than six months; or
(e) he fails to pay any call in respect of Shares of the Company held by him,
whether alone or jointly with others within six months from the last date fixed
for the payment of the call unless the Central Government, by a notification in
the Official Gazette removes the disqualification incurred by such failure; or
(f) he (whether by himself or by any person for his benefit or on his account or
any firm in which he is a partner or any private company of which he is a
director), accepts a loan, or any guarantee or security for a loan, from the
Company in contravention of Section 185 of the Companies Act, 2013; or
(g) he being in any way whether directly or indirectly concerned or interested in
a contract or arrangement or proposed contract or arrangement, entered into or
to be entered into by or on behalf of the Company fails to disclose the nature
of his concern or interest at a meeting of the Board of Directors as required by
Section 184 of the Companies Act, 2013; or
(h) he is removed by an Ordinary Resolution of the Company before the expiry of
his period of notice; or
(i) if by notice in writing to the Company, he resigns his office, or
(j) having been appointed as a Director by virtue of his holding any office or other
employment in the Company, he ceases to hold such office or other
employment in the Company.
161. Notwithstanding anything contained in sub-clauses (c), (d) and (i) of Article 160 Vacation of office by
hereof, the disqualification referred to in these clauses shall not take effect: Directors (contd.)
(a) for thirty days from the date of the adjudication, sentence or order;
(b) where any appeal or petition is preferred within thirty days aforesaid against
the adjudication, sentence or conviction resulting in the sentence or order until
the expiry of seven days from the date on which such appeal or petition is
disposed of; or
(c) where within the seven days aforesaid, any further appeal or petition is
preferred in respect of the adjudication, sentence, conviction or order, and the
appeal or petition, if allowed, would result in the removal of the
disqualification, until such further appeal or petition is disposed of.
162. (a) The Company may subject to the provisions of Section 169 and other applicable Removal
provisions of the Companies Act, 2013 and these Articles by Ordinary
Resolution remove any Director not being a Director appointed by the Central of Directors
Government in pursuance of Section 242 of the Companies Act, 2013 before the
expiry of his period of office.
(b) Special Notice as provided by these Articles or Section 115 of the Companies
Act, 2013 shall be required of any resolution to remove a Director under this
Article or to appoint some other person in place of a Director so removed at the
Meeting at which he is removed.
(c) On receipt of notice of a resolution to remove a Director under this Article; the
Company shall forthwith send a copy thereof to the Director concerned and the
Director (whether or not he is a Member of a Company) shall be entitled to be
heard on the resolution at the Meeting.
(d) where notice is given of a resolution to remove a Director under this Article and
the Director concerned makes with respect thereto representations in writing to
the Company (not exceeding reasonable length) and requests their notification
to Members of the Company, the Company shall, unless the representations are,
received by it too late for it to do so:
i. in the notice of the resolution given to the Members of the Company state
the fact of the representations having been made, and
ii. send a copy of the representations to every Member of the Company to
whom notice of the Meeting is sent (before or after the representations by
the Company) and if a copy of the representations is not sent as aforesaid
because they were received too late\or because of the Company's default,

264
 the Director may (without prejudice to his right to be heard orally) require
that the representation shall be read out at the Meeting:
Provided that copies of the representation need not be sent or read out at the Meeting
if, on the application either of the Company or of any other person who claims to
be aggrieved, the Court is satisfied that the rights concerned by this sub-clause are
being abused to secure needless publicity for defamatory matter.
(e) A vacancy created by the removal of the Director under this Article may, if he
had been appointed by the Company in General Meeting or by the Board, in
pursuance of Article 153 or Section 161 of the Companies Act, 2013 be filled by
the appointment of another Director in his place by the Meeting at which he is
removed, provided special notice of the intended appointment has been given
under clause (b) hereof. A Director so appointed shall hold office until the date
upto which his predecessor would have held office if he had not been removed
as aforesaid.
(f) If the vacancy is not filled under sub-clause (e) hereof, it may be filled as a casual
vacancy in accordance with the provisions, in so far as they are applicable of
Article 148 or Section 161 of the Companies Act, 2013 and all the provisions of
that Article and Section shall apply accordingly
Provided that the Director who was removed from office under this Article shall not
be re-appointed as a Director by the Board of Directors.
(g) Nothing contained in this Article shall be taken:-
i. as depriving a person removed hereunder of any compensation of damages
payable to him in respect of the termination of his appointment as Director,
or
ii. as derogating from any power to remove a Director which may exist apart
from this Article.
163. No Director shall as a Director take part in the discussion of or vote on any contract Interested Directors
arrangement or proceedings entered into or to be entered into by or on behalf of the not to participate or
Company, if he is in any way, whether directly or indirectly, concerned or interested vote in Board’s
in such contract or arrangement, not shall his presence count for the purpose of proceedings
forming a quorum at the time of any such discussion or voting, and if he does vote,
his vote shall be void.
Provided however, that nothing herein contained shall apply to:-
(a) any contract of indemnity against any loss which the Directors, or any one or
more of them, may suffer by reason of becoming or being sureties or a surety
for the Company;
(b) any contract or arrangement entered into or to be entered into with a public
company or a private company which is a subsidiary of a public company in
which the interest of the Director consists solely;
(i) in his being:
(a) a director of such company; and
(b) the holder of not more than shares of such number of value
therein as is requisite to qualify him for appointment as a director,
thereof, he having been nominated as director by the company, or
(ii) in his being a member holding not more than two percent of its paid-up
share capital.
164. A Director may be or become a director of any company promoted by the Company, Director may be
or in which it may be interested as a vendor, shareholder, or otherwise and no such director of
Director shall be accountable for any benefit received as director or shareholder of companies promoted
such company except in so far Section 197 or Section 188 of the Companies Act, by the
2013 may be applicable. Company
ROTATION AND APPOINTMENT OF DIRECTORS
165. Not less than two third of the total number of Directors shall: Rotation of Directors
(a) Be persons whose period of the office is liable to termination by retirement by
rotation and
(b) Save as otherwise expressly provided in the Articles be appointed by the
Company in General Meeting.
166. Subject to the provisions of Articles 145 and 147, the non-retiring Directors should Retirement of
be appointed by the Board for such period or periods as it may in its discretion deem Directors
appropriate.
167. Subject to the provisions of Section 152 of the Companies Act, 2013 and Articles Retiring Directors
143 to 154, at every Annual General Meeting of the Company, one- third or such of

265
 the Directors for the time being as are liable to retire by rotation. The Debenture
Directors, Nominee Directors, Corporation Directors, Managing Directors if any,
subject to Article 180, shall not be taken into account in determining the number of
Directors to retire by rotation. In these Articles a "Retiring Director" means a
Director retiring by rotation.
168. (a) The Board of Directors shall have the right from time to time to appoint any Appointment of
person or persons as Technical Director or Executive Director/s and remove any Technical or
such persons from time to time without assigning any reason whatsoever. A Executive Directors
Technical Director or Executive Director shall not be required to hold any
qualification shares and shall not be entitled to vote at any meeting of the Board
of Directors.
(b) Subject to the provisions of Section 161 of the Companies Act, 2013 if the office
of any Director appointed by the Company in General Meeting vacated before
his term of office will expire in the normal course, the resulting casual vacancy
may in default of and subject to any regulation in the Articles of the Company
be filled by the Board of Directors at the meeting of the Board and the Director
so appointed shall hold office only up to the date up to which the Director in
whose place he is appointed would have held office if had not been vacated as
aforesaid.
169. Subject to Section 152 of the Companies Act, 2013 the Directors retiring by rotation Ascertainment of
under Article 167 at every Annual General Meeting shall be those, who have been Directors retiring by
longest in office since their last appointment, but as between those who became Rotation and
Directors on the same day, those who are to retire shall in default of and subject to Filling of vacancies
any agreement amongst themselves be determined by the lot.
170. A retiring Director shall be eligible for re-election and shall act as a Director Eligibility for re-
throughout and till the conclusion of the Meeting at which he retires. election
171. At the General Meeting, at which a Director retires as aforesaid, the Company may Company to fill
fill up the vacancy by appointing the retiring Director or some other person thereto. vacancies
172. (a) If the place of retiring Director is not so filled up and the Meeting has not Provision in Default
expressly resolved not to fill the vacancy, the Meeting shall stand adjourned till of appointment
the same day in the next week, at the same time and place, or if that day is a
public holiday, till the next succeeding day which is not a public holiday, at the
same time and place.
(b) If at the adjourned Meeting also, the place of the retiring Director is not filled up
and the Meeting also has not expressly resolved not to fill the vacancy, the
retiring Director shall be deemed to have been re-appointed at the adjourned
Meeting, unless:
(i) at that Meeting or the previous Meeting a resolution for the re- appointment
of such Director has been put to the Meeting and lost.
(ii) the retiring Director has by a notice in writing addressed to the Company or
its Board of Directors expressed his unwillingness to be so re-appointed.
(iii) he is not qualified or is disqualified for appointment.
(iv) a resolution, whether Special or Ordinary is required for his appointment or
re-appointment by virtue of any provisions of the Act, or
(v) section 162 of the Companies Act, 2013 is applicable to the case
173. Subject to the provisions of Section 149 and 152 of the Companies Act, 2013 the Company may
Company may by Ordinary Resolution from time to time, increase or reduce the increase or reduce
number of Directors and may alter qualifications. the number of
Directors or remove
any Director
174. (a) No motion, at any General Meeting of the Company shall be made for the Appointment of
appointment of two or more persons as Directors of the Company by a single Directors to be voted
resolution unless a resolution that it shall be so made has been first agreed to by individually
the Meeting without any vote being given against it.
(b) A resolution moved in contravention of clause (a) hereof shall be void, whether
or not objection was taken at the time of its being so moved, provided where a
resolution so moved has passed no provisions or the automatic re-appointment
of retiring Directors in default of another appointment as therein before provided
shall apply.
(c) For the purposes of this Article, a motion for approving a person's appointment,
or for nominating a person for appointment, shall be treated as a motion for his
appointment.

266
175. (1) No person not being a retiring Director shall be eligible for election to the office Notice of
of Director at any General Meeting unless he or some other Member intending candidature for
to propose him has given at least fourteen days’ notice in writing under his hand office of Directors
signifying his candidature for the office of a Director or the intention of such except in certain
person to propose him as Director for that office as the case may be, along with cases
a deposit of one lakh rupees or such higher amount as may be prescribed which
shall be refunded to such person or, as the case may be, to such Member, if the
person succeeds in getting elected as a Director or gets more than twenty-five
per cent. of total valid votes cast either on show of hands or on poll on such
resolution.
(2) The Company shall inform its Members of the candidature of the person for the
office of Director or the intention, of a Member to propose such person as
candidate for that office in such manner as may be prescribed.
(3) Every person (other than Director retiring by rotation or otherwise or a person
who has left at the office of the Company a notice under Section 160 of the
Companies Act, 2013 signifying his candidature for the office of a Director)
proposed as a candidate for the office a Director shall sign and file with the
Company his consent in writing to act as a Director, if appointed.
(4) A person other than:
(a) a Director appointed after retirement by rotation or immediately on the
expiry of his term of office, or
(b) an Additional or Alternate Director or a person filling a casual vacancy in
the office of a Director under Section 161 of the Companies Act, 2013
appointed as a Director or re-appointed as an additional or alternate
Director, immediately on the expiry of his term of office shall not act as
a Director of the Company unless he has within thirty days of his
appointment signed and filled with the Registrar his consent in writing to
act as such Director.
176. Every Director and every person deemed to be Director of the Company by virtue of Disclosure by
Section 170 of the Companies Act, 2013 shall give notice to the Company of such Directors of their
matters relating to himself as may be necessary for the purpose of enabling the holdings of their
Company to comply with the provisions of that Section. Any such notice shall be Shares and
given in writing and if it is not given at a meeting of the Board the person giving the debentures of the
notice shall take all reasonable steps to secure that it is brought up and read at the Company
next meeting of the Board after it is given.
177. A body corporate, whether a company within the meaning of the Act or not, which is Votes of Body
a member of the Company, may by resolution of its Board of Directors or other Corporate
governing body, authorize such person as it thinks fit to act as its representative at
any meeting of the company or at any meeting of any class of members of the
company and the persons so authorized shall be entitled to exercise the same rights
and power (including the right to vote by proxy) on behalf of the body corporate
which he represents as that body could exercise as if it were an individual member
of the company and the production of a copy of the Minutes of such resolution
certified by a director or the copy of the Minutes of such resolution certified by a
Director or the Secretary of such body corporate as being a true copy of the Minutes
of such resolution shall be accepted as sufficient evidence of the validity of the said
representative’s appointment and of his right to vote.
MANAGING DIRECTOR
178. Subject to the provisions of Section 196 and 203 of the Companies Act, 2013 the Powers to
Board may, from time to time, appoint one or more Directors to be Managing appoint Managing
Director or Managing Directors or Whole-time Directors of the Company, for a fixed Director
term not exceeding five years as to the period for which he is or they are to hold such
office, and may, from time to time (subject to the provisions of any contract between
him or them and the Company) remove or dismiss him or them from office and
appoint another or others in his or their place or places.
(a) The Managing Director shall perform such functions and exercise such
powers as are delegated to him by the Board of Directors of the Company in
accordance with the provisions of the Companies Act, 2013 and Companies
Act, 1956, to the extent applicable.
(b) Subject to the provisions of Section 152 of the Companies Act, 2013 the
Managing Director shall not be, while he continues to hold that office, subject
to retirement by rotation.

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179. Subject to the provisions of Sections 196 and 197 of the Companies Act, 2013 a Remuneration of
Managing Director shall, in addition to any remuneration that might be payable to Managing Director
him as a Director of the Company under these Articles, receive such remuneration as
may from time to time be approved by the Company.
180. Subject to any contract between him and the Company, a Managing or Whole- time Special position of
Director shall not, while he continues to hold that office, be subject to retirement by Managing Director
rotation and he shall not be reckoned as a Director for the purpose of determining the
rotation of retirement of Directors or in fixing the number of Directors to retire but
(subject to the provision of any contract between him and the Company), he shall be
subject to the same provisions as to resignation and removal as the Directors of the
Company and shall, ipso facto and immediately, cease to be a Managing Director if
he ceases to hold the office of Director from any cause.
181. The Director may from time to time entrust to and confer upon a Managing Director Powers of
or Whole-time Director for the time being such of the powers exercisable under these Managing Director
provisions by the Directors, as they may think fit, and may confer such powers for
such time and to be exercised for such objects and purposes and upon such terms and
conditions and with such restrictions, as they think expedient and they may confer
such powers either collaterally with or to the exclusion of and in substitution for all
or any of the powers of the Directors in that behalf and from time to time, revoke,
withdraw, alter, or vary all or any of such powers.
182. The Company’s General Meeting may also from time to time appoint any Managing
Director or Managing Directors or Whole-time Director or Whole- time Directors of
the Company and may exercise all the powers referred to in these Articles.
183. Receipts signed by the Managing Director for any moneys, goods or property
received in the usual course of business of the Company or for any money, goods, or
property lent to or belonging to the Company shall be an official discharge on behalf
of and against the Company for the money, funds or property which in such receipts
shall be acknowledged to be received and the persons paying such moneys shall not
be bound to see to the application or be answerable for any misapplication thereof.
The Managing Director shall also have the power to sign, accept and endorse cheques
on behalf of the Company.
184. The Managing Director shall be entitled to sub-delegate (with the sanction of the
Directors where necessary) all or any of the powers, authorities and discretions for
the time being vested in him in particular from time to time by the appointment of
any attorney or attorneys for the management and transaction of the affairs of the
Company in any specified locality in such manner as they may think fit.
185. Notwithstanding anything contained in these Articles, the Managing Director is
expressly allowed generally to work for and contract with the Company and
especially to do the work of Managing Director and also to do any work for the
Company upon such terms and conditions and for such remuneration (subject to the
provisions of the Act) as may from time to time be agreed between him and the
Directors of the Company.
186. The Board may, from time to time, appoint any person as Manager (under Section Appointment and
2(53) of the Companies Act, 2013) to manage the affairs of the Company. The Board powers of Manager
may from time to time entrust to and confer upon a Manager such of the powers
exercisable under these Articles by the Directors, as they may think fit, and may
confer such powers for such time and to be exercised for such objects and purposes
and upon such terms and conditions and with such restrictions as they think
expedient.
187. Subject to the provisions of the Act and of these Articles, the Board may from time Power to appoint
to time with such sanction of the Central Government as may be required by law Whole-Time
appoint one or more of its Director/s or other person/s as Whole-Time Director or Director and/or
Whole-Time Directors of the Company out of the Directors/persons nominated under Whole-time
Article only either for a fixed term that the Board may determine or permanently for Directors
life time upon such terms and conditions as the Board may determine and thinks fit.
The Board may by ordinary resolution and/or an agreement/s vest in such Whole-
Time Director or Whole Time Directors such of the powers, authorities and functions
hereby vested in the Board generally as it thinks fit and such powers may be made
exercisable and for such period or periods and upon such conditions and subject to
such restrictions as it may be determined or specified by the Board and the Board has
the powers to revoke, withdraw, alter or vary all or any of such powers and/or remove
or dismiss him or them and appoint another or others in his or their place or places

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 again out of the Directors/persons nominated under Article 188 only. The Whole
Time Director or Whole Time Directors will be entitled for remuneration as may be
fixed and determined by the Board from time to time either by way of ordinary
resolution or a Court act/s or an agreement/s under such terms not expressly
prohibited by the Act.
188. Subject to the provisions of Section 152 of the Companies Act, 2013 and these To what
Articles, a Whole Time Director or Whole Time Directors shall not, while he/they provisions Whole
continue to hold that office, be liable to retirement by rotation but (subject to the time Directors
provisions of any contract between him/they and the Company) he/they shall be sha
subject to the same provision as to resignation and removal as the other Directors ll subject
and he/they shall ipso facto and immediately ceases or otherwise cease to hold the
office of Director/s for any reason whatsoever save that if he/they shall vacate office
whether by retirement, by rotation or otherwise under the provisions of the Act in
any Annual General Meeting and shall be re-appointed as a Director or Directors at
the same meeting he/they shall not by reason only of such vacation, cease to be a
Whole Time Director or Whole Time Directors.
189. If at any time the total number of Managing Directors and Whole Time Directors is Seniority of Whole
more than one-third who shall retire shall be determined by and in accordance with Time Director and
their respective seniorities. For the purpose of this Article, the seniorities of the Managing Director
Whole Time Directors and Managing Directors shall be determined by the date of
their respective appointments as Whole Time Directors and Managing Directors of
the Company.
PROCEEDINGS OF THE BOARD OF DIRECTORS
190. The Directors may meet together as a Board for the dispatch of business from time Meeting of Directors
to time, and unless the Central Government by virtue of the provisions of Section
173 of the Companies Act, 2013 allow otherwise, Directors shall so meet at least
once in every three months and at least four such Meetings shall be held in every
year. The Directors may adjourn and otherwise regulate their Meetings as they think
fit. The provisions of this Article shall not be deemed to have been contravened
merely by reason of the fact that the meeting of the Board which had been called in
compliance with the terms of this Article could not be held for want of a quorum.
191. (a) Subject to Section 174 of the Companies Act, 2013 the quorum for a meeting of Quorum
the Board of Directors shall be one-third of its total strength (excluding
Directors, if any, whose place may be vacant at the time and any fraction
contained in that one third being rounded off as one) or two Directors whichever
is higher.
PROVIDED that where at any time the number of interested Directors at any meeting
exceeds or is equal to two-third of the Total Strength, the number of the remaining
Directors that is to say, the number of directors who are not interested present at the
Meeting being not less than two shall be, the quorum during such time.
(b) For the purpose of clause (a)
(i) "Total Strength" means total strength of the Board of Directors of the
Company determined in pursuance of the Act after deducting there from
number of the Directors if any, whose places may be vacant at the time, and
(ii) “Interested Directors” mean any Directors whose presence cannot by
reason of any provisions in the Act count for the purpose of forming a
quorum at a meeting of the Board at the time of the discussion or vote on
any matter.
192. If a meeting of the Board could not be held for want of quorum then, the Meeting Procedure when
shall automatically stand adjourned till the same day in the next week, at the same Meeting adjourned
time and place, or if that day is a public holiday, till the next succeeding day which for want of quorum
is not a public holiday at the same time and place, unless otherwise adjourned to a
specific date, time and place.
193. The Chairman of the Board of Directors shall be the Chairman of the meetings of Chairman of
Directors, provided that if the Chairman of the Board of Directors is not present Meeting
within five minutes after the appointed time for holding the same, meeting of the
Director shall choose one of their members to be Chairman of such Meeting.
194. Subject to the provisions of Section 203 of the Companies Act, 2013 questions Question at Board
arising at any meeting of the Board shall be decided by a majority of votes, and in meeting how
case of any equality of votes, the Chairman shall have a second or casting vote. decided
195. A meeting of the Board of Directors at which a quorum is present shall be competent Powers of Board
to exercise all or any of the authorities, powers and discretions which by or under the meeting

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 Act, or the Articles for the time being of the Company which are vested in or
exercisable by the Board of Directors generally.
196. The Board of Directors may subject to the provisions of Section 179 and other Directors may
relevant provisions of the Companies Act, 2013 and of these Articles delegate any of appoint Committee
the powers other than the powers to make calls and to issue debentures to such
Committee or Committees and may from time to time revoke and discharge any such
Committee of the Board, either wholly or in part and either as to the persons or
purposes, but every Committee of the Board so formed shall in exercise of the powers
so delegated conform to any regulation(s) that may from time to time be imposed on
it by the Board of Directors. All acts done by any such Committee of the Board in
conformity with such regulations and in fulfillment of the purpose of their
appointments, but not otherwise, shall have the like force and effect, as if done by
the Board.
197. The meetings and proceedings of any such Committee of the Board consisting of two Meeting of the
or more members shall be governed by the provisions herein contained for regulating Committee how to
the meetings and proceedings of the Directors, so far as the same are applicable be governed
thereto and are not superseded by any regulations made by the Directors under the
last preceding article. Quorum for the Committee meetings shall be two.
198. (a) A resolution passed by circulation without a meeting of the Board or a Circular resolution
Committee of the Board appointed under Article 197 shall subject to the
provisions of sub-clause (b) hereof and the Act, be as valid and effectual as the
resolution duly passed at a meeting of Directors or of a Committee duly called
and held.
(b) A resolution shall be deemed to have been duly passed by the Board or by a
Committee thereof by circulation if the resolution has been circulated in draft
together with necessary papers if any to all the Directors, or to all the members
of the Committee, then in India (not being less in number than the quorum fixed
for a meeting of the Board or Committee as the case may be) and to all other
Directors or members of the Committee at their usual addresses in India or to
such other addresses outside India specified by any such Directors or members
of the Committee and has been approved by such of the Directors or members
of the Committee, as are then in India, or by a majority of such of them as are
entitled to vote on the resolution.
199. All acts done by any meeting of the Board or by a Committee of the Board or by any Acts of Board or
person acting as a Director shall, notwithstanding that it shall afterwards be Committee valid
discovered; that there was some defect in the appointment of one or more of such notwithstanding
Directors or any person acting as aforesaid; or that they or any of them were defect in
disqualified or had vacated office or that the appointment of any of them is deemed appointment
to be terminated by virtue of any provision contained in the Act or in these Articles,
be as valid as if every such person had been duly appointed and was qualified to be
a Director; provided nothing in the Article shall be deemed to give validity to acts
done by a Director after his appointment has been shown to the Company to be
invalid or to have terminated.
200. The Board may exercise all such powers of the Company and do all such acts and General powers of
things as are not, by the Act, or any other Act or by the Memorandum or by the management vested
Articles of the Company required to be exercised by the Company in General in the Board of
Meeting, subject nevertheless to these Articles, to the provisions of the Act, or any Directors
other Act and to such regulations being not inconsistent with the aforesaid Articles,
as may be prescribed by the Company in General Meeting but no regulation made
by the Company in General Meeting shall invalidate any prior act of the Board
which would have been valid if that regulation had not been made.
Provided that the Board shall not, except with the consent of the Company in
General Meeting :-
(a) sell, lease or otherwise dispose of the whole, or substantially the whole, of
the undertaking of the Company, or where the Company owns more than one
undertaking of the whole, or substantially the whole, of any such
undertaking;
(b) remit, or give time for the repayment of, any debt due by a Director,
(c) invest otherwise than in trust securities the amount of compensation received
by the Company in respect of the compulsory acquisition or any such
undertaking as is referred to in clause (a) or of any premises or properties
used for any such undertaking and without which it cannot be carried on or
can be carried on only with difficulty or only after a considerable time;

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 (d) borrow moneys where the moneys to be borrowed together with the moneys
already borrowed by the Company (apart from temporary loans obtained
from the Company’s bankers in the ordinary course of business), will exceed
the aggregate of the paid-up capital of the Company and its free reserves that
is to say, reserves not set apart for any specific purpose;
(e) contribute to charitable and other funds not directly relating to the business
of the Company or the welfare of its employees, any amounts the aggregate
of which will, in any financial year, exceed fifty thousand rupees or five per
cent of its average net profits as determined in accordance with the provisions
of Section 349 and 350 of the Act during the three financial years
immediately preceding whichever is greater, provided that the Company in
the General Meeting or the Board of Directors shall not contribute any
amount to any political party or for any political purposes to any individual
or body;
(i) Provided that in respect of the matter referred to in clause (d) and clause
(e) such consent shall be obtained by a resolution of the Company which
shall specify the total amount upto which moneys may be borrowed by
the Board under clause (d) of as the case may be total amount which may
be contributed to charitable or other funds in a financial year under clause
(e)
(ii) Provided further that the expression “temporary loans” in clause (d)
above shall mean loans repayable on demand or within six months from
the date of the loan such as short term cash credit arrangements, the
discounting of bills and the issue of other short term loans of a seasonal
character, but does not include loans raised for the purpose of financing
expenditure of a capital nature.
201. (1) Without derogating from the powers vested in the Board of Directors under these Certain powers to be
Articles, the Board shall exercise the following powers on behalf of the exercised by the
Company and they shall do so only by means of resolutions passed at the meeting Board only at
of the Board; Meetings
(a) the power to make calls, on shareholders in respect of money unpaid on
their Shares,
(b) the power to issue Debentures,
(c) the power to borrow moneys otherwise than on Debentures,
(d) the power to invest the funds of the Company, and
(e) the power to make loans
Provided that the Board may, by resolution passed at a Meeting, delegate to any
Committee of Directors, the Managing Director, the Manager or any other principal
officer of the Company, the powers specified in sub- clause (c),(d) and (e) to the
extent specified below.
(2) Every resolution delegating the power referred to in sub-clause (1)(c) above shall
specify the total amount outstanding at any one time, upto which moneys may
be borrowed by the delegate.
(3) Every resolution delegating the power referred to in sub-clause (1)(d) above
shall specify the total amount upto which the funds of the Company may be
invested, and the nature of the investments which may be made by the delegate.
(4) Every resolution delegating the power referred to in sub-clause (1)(e) above shall
specify the total amount upto which loans may be made and the maximum
amount of loans which may be made for each such purpose in individual cases.
202. Without prejudice to the general powers conferred by the last preceding Article and Certain powers of
so as not in any way to limit or restrict those powers, and without prejudice to the the Board
other powers conferred by these Articles, but subject to the restrictions contained in
the last preceding Article, it is hereby declared that the Directors shall have the
following powers, that is to say, power:
(1) To pay the cost, charges and expenses preliminary and incidental to the
promotion, formation, establishment and registration of the Company.
(2) To pay and charge to the capital account of the Company any commission or
interest lawfully payable thereon under the provisions of Sections 76 and 208
of the Act.
(3) Subject to Section 292 and 297 and other provisions applicable of the Act to
purchase or otherwise acquire for the Company any property, right or
privileges which the Company is authorized to acquire, at or for such price

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 or consideration and generally on such terms and conditions as they may
think fit and in any such purchase or other acquisition to accept such title as
the Directors may believe or may be advised to be reasonably satisfactory.
(4) At their discretion and subject to the provisions of the Act to pay for any
property, rights or privileges acquired by or services rendered to the
Company, either wholly or partially in cash or in share, bonds, debentures,
mortgages, or other securities of the Company, and any such Shares may be
issued either as fully paid-up or with such amount credited as paid-up thereon
as may be agreed upon and any such bonds, debentures, mortgages or other
securities may be either specifically charged upon all or any part of the
property of the Company and its uncalled capital or not so charged.
(5) To secure the fulfillment of any contracts or engagement entered into by the
Company by mortgage or charge of all or any of the property of the Company
and its uncalled capital for the time being or in such manner as they may
think fit.
(6) To accept from any Member, as far as may be permissible by law to a
surrender of his Shares or any part thereof, on such terms and conditions as
shall be agreed.
(7) To appoint any person to accept and hold in trust for the Company any
property belonging to the Company, in which it is interested, or for any other
purpose and to execute and do all such deeds and things as may be required
in relation to any trust, and to provide for the remuneration of such trustee or
trustees.
(8) To institute, conduct, defend, compound or abandon any legal proceedings
by or against the Company or its officers or otherwise concerning the affairs
of the Company, and also to compound and allow time for payment or
satisfaction of any debts due and of any claim or demands by or against the
Company and to refer any differences to arbitration and observe and perform
any awards made thereon either according to Indian law or according to
foreign law and either in India or abroad and to observe and perform or
challenge any award made thereon.
(9) To act on behalf of the Company in all matters relating to bankruptcy and
insolvency, winding up and liquidation of companies.
(10) To make and give receipts, releases and other discharges for moneys payable
to the Company and for the claims and demands of the Company.
(11) Subject to the provisions of Sections 291, 292, 295, 370, 372 and all other
applicable provisions of the Act, to invest and deal with any moneys of the
Company not immediately required for the purpose thereof upon such
security (not being Shares of this Company), or without security and in such
manner as they may think fit and from time to time vary or realise such
investments. Save as provided in Section 49 of the Act, all investments shall
be made and held in the Company’s own name.
(12) To execute in the name and on behalf of the Company, in favour of any
Director or other person who may incur or be about to incur any personal
liability whether as principal or surety, for the benefit of the Company, such
mortgages of the Company’s property (present and future) as they think fit,
and any such mortgage may contain a power of sale and such other powers,
provisions, covenants and agreements as shall be agreed upon.
(13) To open bank account and to determine from time to time who shall be
entitled to sign, on the Company’s behalf, bills, notes, receipts, acceptances,
endorsements, cheques, dividend warrants, releases, contracts and
documents and to give the necessary authority for such purpose.
(14) To distribute by way of bonus amongst the staff of the Company a Share or
Shares in the profits of the Company and to give to any Director, officer or
other person employed by the Company a commission on the profits of any
particular business or transaction and to charge such bonus or commission as
a part of the working expenses of the Company.
(15) To provide for the welfare of Directors or ex-Directors or employees or ex-
employees of the Company and their wives, widows and families or the
dependents or connections of such persons, by building or contributing to the
building of houses, dwelling or chawls, or by grants of moneys, pension,
gratuities, allowances, bonus or other payments, or by creating and from time

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 to time subscribing or contributing, to provide other associations,
institutions, funds or trusts and by providing or subscribing or contributing
towards place of instruction and recreation, hospitals and dispensaries,
medical and other attendance and other assistance as the Board shall think fit
and subject to the provision of Section 293(1)(e) of the Act, to subscribe or
contribute or otherwise to assist or to guarantee money to charitable,
benevolent, religious, scientific, national or other institutions or object which
shall have any moral or other claim to support or aid by the Company, either
by reason of locality of operation, or of the public and general utility or
otherwise.
(16) Before recommending any dividend, to set aside out of the profits of the
Company such sums as they may think proper for depreciation or to
depreciation fund, or to an insurance fund, or as reserve fund or any special
fund to meet contingencies or to repay redeemable preference shares or
debentures or debenture stock, or for special dividends or for equalising
dividends or for repairing, improving, extending and maintaining any of the
property of the Company and for such other purposes (including the purpose
referred to in the preceding clause), as the Board may in their absolute
discretion, think conducive to the interest of the Company and subject to
Section 292 of the Act, to invest several sums so set aside or so much thereof
as required to be invested, upon such investments (other than Shares of the
Company) as they may think fit, and from time to time to deal with and vary
such investments and dispose of and apply and expend all or any such part
thereof for the benefit of the Company, in such a manner and for such
purposes as the Board in their absolute discretion, think conducive to the
interest of the Company notwithstanding that the matters to which the Board
apply or upon which they expend the same or any part thereof or upon which
the capital moneys of the Company might rightly be applied or expended;
and to divide the general reserve or reserve fund into such special funds as
the Board may think fit with full power to transfer the whole or any portion
of reserve fund or division of a reserve fund and with full power to employ
the assets constituting all or any of the above funds, including the
depreciation fund, in the business of the Company or in the purchase or
repayment of redeemable preference shares or debentures or debenture stock,
and without being bound to keep the same separate from the other assets and
without being bound to pay interest on the same with power however, to the
Board at their discretion to pay or allow to the credit of such funds interest at
such rate as the Board may think proper.
(17) To appoint, and at their discretion, remove or suspend, such general
managers, managers, secretaries, assistants, supervisors, scientists,
technicians, engineers, consultants, legal, medical or economic advisors,
research workers, laborers, clerks, agents and servants for permanent,
temporary or special services as they may from time to time think fit and to
determine their powers and duties, and fix their salaries or emoluments or
remuneration, and to require security in such instances and to such amount
as they may think fit. And also from time to time to provide for the
management and transaction of the affairs of the Company in any specified
locality in India or elsewhere in such manner as they think and the provisions
contained in the four next following sub-clauses shall be without prejudice
to the general powers conferred by this sub-clause.
(18) To appoint or authorize appointment of officers, clerks and servants for
permanent or temporary or special services as the Board may from time to
time think fit and to determine their powers and duties and to fix their salaries
and emoluments and to require securities in such instances and of such
amounts as the Board may think fit and to remove or suspend any such
officers, clerks and servants. Provided further that the Board may delegate
matters relating to allocation of duties, functions, reporting etc. of such
persons to the Managing Director or Manager.
(19) From time to time and at any time to establish any local Board for managing
any of the affairs of the Company in any specified locality in India or
elsewhere and to appoint any person to be members of such local Boards,
and to fix their remuneration or salaries or emoluments.

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(20) Subject to Section 292 of the Act, from time to time and at any time to
delegate to any person so appointed any of the powers, authorities and
discretions for the time being vested in the Board, other than their power to
make calls or to make loans or borrow money, and to authorize the members
for the time being of any such local Board, or any of them to fill up any
vacancies therein and to act notwithstanding vacancies, and any such
appointment or delegation may be made on such terms and subject to such
terms and subject to such conditions as the Board may think fit, and Board
may at any time remove any person so appointed, and may annul or vary any
such delegation.
(21) At any time and from time to time by Power of Attorney under the Seal of
the Company, to appoint any person or person to be the Attorney or Attorneys
of the Company, for such purposes and with such powers, authorities and
discretions (not exceeding those vested in or exercisable by the Board under
these presents and subject to the provisions of Section 292 of the Act) and
for such period and subject to such conditions as the Board may from time to
time think fit; and any such appointment may (if the Board thinks fit) be
made in favour of any company, or the shareholders, directors, nominees, or
managers of any company or firm or otherwise in favour of any fluctuating
body of persons whether nominated directly or indirectly by the Board and
such Power of Attorney may contain such powers for the protection or
convenience of persons dealing with such Attorneys as the Board may think
fit, and may contain powers enabling any such delegates or attorneys as
aforesaid to sub-delegate all or any of the powers authorities and discretions
for the time being vested in them.
(22) Subject to Sections 294 and 297 and other applicable provisions of the Act,
for or in relation to any of the matters aforesaid or, otherwise for the purposes
of the Company to enter into all such negotiations and contracts and rescind
and vary all such contracts, and execute and do all such acts, deeds and things
in the name and on behalf of the Company as they may consider expedient.
(23) From time to time to make, vary and repeal bye-laws for the regulations of
the business of the Company, its officers and servants.
(24) To purchase or otherwise acquire any land, buildings, machinery, premises,
hereditaments, property, effects, assets, rights, credits, royalties, business and
goodwill of any joint stock company carrying on the business which the
Company is authorized to carry on in any part of India.
(25) To purchase, take on lease, for any term or terms of years, or otherwise
acquire any factories or any land or lands, with or without buildings and out-
houses thereon, situated in any part of India, at such price or rent and under
and subject to such terms and conditions as the Directors may think fit. And
in any such purchase, lease or other acquisition to accept such title as the
Directors may believe or may be advised to be reasonably satisfactory.
(26) To insure and keep insured against loss or damage by fire or otherwise for
such period and to such extent as it may think proper all or any part of the
buildings, machinery, goods, stores, produce and other movable property of
the Company, either separately or co jointly, also to insure all or any portion
of the goods, produce, machinery and other articles imported or exported-by
the Company and to sell, assign, surrender or discontinue any policies of
assurance effected in pursuance of this power.
(27) To purchase or otherwise acquire or obtain license for the use of and to sell,
exchange or grant license for the use of any trade mark, patent, invention or
technical know-how.
(28) To sell from time to time any articles, materials, machinery, plants, stores and
other articles and thing belonging to the Company as the Board may think
proper and to manufacture, prepare and sell waste and by-products.
(29) From time to time to extend the business and undertaking of the Company
by adding, altering or enlarging all or any of the buildings, factories,
workshops, premises, plant and machinery, for the time being the property of
or in the possession of the Company, or by erecting new or additional
buildings, and to expend such sum of money for the purpose aforesaid or any
of them as they be thought necessary or expedient.
(30) To undertake on behalf of the Company any payment of rents and the

274
 performance of the covenants, conditions and agreements contained in or
reserved by any lease that may be granted or assigned to or otherwise
acquired by the Company and to purchase the reversion or reversions, and
otherwise to acquire on freehold sample of all or any of the lands of the
Company for the time being held under lease or for an estate less than
freehold estate.
(31) To improve, manage, develop, exchange, lease, sell, resell and re- purchase,
dispose off, deal or otherwise turn to account, any property (movable or
immovable) or any rights or privileges belonging to or at the disposal of the
Company or in which the Company is interested.
(32) To let, sell or otherwise dispose of subject to the provisions of Section 293
of the Act and of the other Articles any property of the Company, either
absolutely or conditionally and in such manner and upon such terms and
conditions in all respects as it thinks fit and to accept payment in satisfaction
for the same in cash or otherwise as it thinks fit.
(33) Generally subject to the provisions of the Act and these Articles, to delegate
the powers/authorities and discretions vested in the Directors to any
person(s), firm, company or fluctuating body of persons as aforesaid.
(34) To comply with the requirements of any local law which in their opinion it
shall in the interest of the Company be necessary or expedient to comply
with.
MANAGEMENT
203. The Company shall have the following whole-time key managerial personnel,— Appointment of
i. managing director, or Chief Executive Officer or manager and in their absence, different categories
a whole-time director; of Key managerial
ii. company secretary; and personnel
iii. Chief Financial Officer
203A The same individual may, at the same time, be appointed as the Chairperson of the Same person
Company as well as the Managing Director or Chief Executive Officer of the May be Chairperson
Company. of the Board and
MD/CEO
MINUTES
204. (1) The Company shall cause minutes of all proceedings of General Meeting and of Minutes to be made
all proceedings of every meeting of the Board of Directors or every Committee
thereof within thirty days of the conclusion of every such meeting concerned by
making entries thereof in books kept for that purpose with their pages
consecutively numbered.
(2) Each page of every such books shall be initialed or signed and the last page of
the record of proceedings of each Meeting in such books shall be dated and
signed:
(a) in the case of minutes of proceedings of a meeting of Board or of a
Committee thereof by the Chairman of the said meeting or the Chairman
of the next succeeding meeting.
(b) in the case of minutes of proceeding of the General Meeting, by the
Chairman of the said meeting within the aforesaid period of thirty days or
in the event of the death or inability of that Chairman within that period by
a Director duly authorized by the Board for the purpose.
205. (a) The minutes of proceedings of every General Meeting and of the proceedings of Minutes to be
every meeting of the Board or every Committee kept in accordance with the evidence of the
provisions of Section 118 of the Companies Act, 2013 shall be evidence of the proceeds
proceedings recorded therein.
(b) The books containing the aforesaid minutes shall be kept at the Registered Office Books of minutes of
of the Company and be open to the inspection of any Member without charge as General Meeting to
provided in Section 119 and Section 120 of the Companies Act, 2013 and any be kept
Member shall be furnished with a copy of any minutes in accordance with the
terms of that Section.
206. Where the minutes of the proceedings of any General Meeting of the Company or of Presumptions
any meeting of the Board or of a Committee of Directors have been kept in
accordance with the provisions of Section 118 of the Companies Act, 2013 until the
contrary is proved, the meeting shall be deemed to have been duly called and held,
all proceedings thereat to have been duly taken place and in particular all
appointments of Directors or Liquidators made at the meeting shall be deemed to be

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 valid.
THE SECRETARY
207. The Directors may from time to time appoint, and at their discretion, remove any Secretary
individual, (hereinafter called “the Secretary”) to perform any functions, which by
the Act are to be performed by the Secretary, and to execute any other ministerial or
administrative duties, which may from time to time be assigned to the Secretary by
the Directors. The Directors may also at any time appoint some person (who need
not be the Secretary) to keep the registers required to be kept by the Company. The
appointment of Secretary shall be made according to the provisions of the Companies
Act, read with rules made thereunder.
208. (a) The Board shall provide for the safe custody of the seal. The Seal, its custody
(b) The seal of the company shall not be affixed to any instrument except by the and use
authority of a resolution of the Board or of a committee of the Board authorized
by it in that behalf, and except in the presence of at least one director and of the
secretary or such other person as the Board may appoint for the purpose; and
those two directors and the secretary or other person aforesaid shall sign every
instrument to which the seal of the company is so affixed in their presence.
DIVIDENDS AND CAPITALISATION OF RESERVES
209. (a) Subject to the rights of persons, if any, entitled to Shares with special rights as Division of profits
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 Share in the Company, dividends
may be declared and paid according to the amounts of the Shares;
(b) No amount paid or credited as paid on a Share in advance of calls shall be treated
for the purpose of this Article as paid on the Shares.
210. The Company in General Meeting may declare dividends, to be paid to Members The Company at
according to their respective rights and interest in the profits and may fix the time for General Meeting
payment and the Company shall comply with the provisions of Section 127 of the may declare
Companies Act, 2013 but no dividends shall exceed the amount recommended by the dividend
Board of Directors. However, the Company may declare a smaller dividend than that
recommended by the Board in General Meeting.
211. No dividend shall be payable except out of profits of the Company arrived at the Dividends out of
manner provided for in Section 123 of the Companies Act, 2013. profits only
212. The Board of Directors may from time to time pay to the Members such interim Interim Dividend
dividends as in their judgment the position of the Company justifies.
213. (a) The Directors may retain any dividends on which the Company has a lien and Debts may be
may apply the same in or towards the satisfaction of the debts, liabilities or deducted
engagements in respect of which the lien exists.
(b) The Board of Directors may retain the dividend payable upon Shares in respect
of which any person is, under the Transmission Article, entitled to become a
Member or which any person under that Article is entitled to transfer until such
person shall become a Member or shall duly transfer the same.
214. Where the capital is paid in advance of the calls upon the footing that the same shall Capital paid-up in
carry interest, such capital shall not, whilst carrying interest, confer a right to advance to carry
dividend or to participate in profits. interest, not the right
to earn dividend
215. All dividends shall be apportioned and paid proportionately to the amounts paid or Dividends in
credited as paid on the Shares during any portion or portions of the period in respect Proportion to
of which the dividend is paid, but if any Share is issued on terms provided that it amounts paid-up
shall rank for dividends as from a particular date such Share shall rank for dividend
accordingly.
216. No Member shall be entitled to receive payment of any interest or dividend or bonus No Member to
in respect of his Share or Shares, whilst any money may be due or owing from him receive dividend
to the Company in respect of such Share or Shares (or otherwise however either alone while indebted to the
or jointly with any other person or persons) and the Board of Directors may deduct Company and the
from the interest or dividend to any Member all such sums of money so due from Company’s right in
him to the Company. respect thereof
217. A transfer of Shares shall not pass the right to any dividend declared therein before Effect of transfer of
the registration of the transfer. Shares
218. Any one of several persons who are registered as joint holders of any Shares may Dividend to joint
give effectual receipts for all dividends or bonus and payments on account of holders
dividends in respect of such Shares.

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219. The dividend payable in cash may be paid by cheque or warrant sent through post Dividend
directly to registered address of the shareholder entitled to the payment of the ho
dividend or in case of joint holders to the registered address of that one of the joint w remitted
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. The Company shall not
be liable or responsible for any cheque or warrant or pay slip or receipt lost in transit
or for any dividend lost, to the Member or person entitled thereto by forged
endorsement of any cheque or warrant or forged signature on any pay slip or receipt
or the fraudulent recovery of the dividend by any other means.
220. Notice of the declaration of any dividend whether interim or otherwise shall be given Notice of
to the registered holders of Share in the manner herein provided. dividend
221. The Directors may, before recommending or declaring any dividend set aside out of Reserves
the profits of the Company such sums as they think proper as reserve or reserves,
which shall, at the discretion of the Directors, be applicable for meeting
contingencies or for any other purposes to which the profits of the Company may be
properly applied 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 Directors may from time to time think fit.
222. The Company shall pay the dividend, or send the warrant in respect thereof to the Dividend to be paid
shareholders entitled to the payment of dividend, within such time as may be within time required
required by law from the date of the declaration unless:- by law
(a) where the dividend could not be paid by reason of the operation on any law; or
(b) where a shareholder has given directions regarding the payment of the dividend
and those directions cannot be complied with; or
(c) where there is dispute regarding the right to receive the dividend; or
(d) where the dividend has been lawfully adjusted by the Company against any
sum due to it from shareholder; or
(e) where for any other reason, the failure to pay the dividend or to post the
warrant within the period aforesaid was not due to any default on the part of
the Company.
223. (a) Where the Company has declared a dividend but which has not been paid or Unpaid or
claimed within 30 days from the date of declaration, to any shareholder entitled unclaimed dividend
to the payment of dividend, the Company shall within seven days from the date
of expiry of the said period of thirty days, transfer the total amount of dividend
which remains unpaid or unclaimed within the said period of thirty days, to a
special account to be opened by the Company in that behalf in any scheduled
bank, to be called “Kalyani Cast-Tech Limited (year)Unpaid Dividend
Account”.
(b) Any money transferred to the unpaid dividend account of a company which
remains unpaid or unclaimed for a period of seven years from the date of such
transfer, shall be transferred by the company to the Fund known as Investor
Education and Protection Fund established under section 125 of the Companies
Act, 2013.
(c) No unclaimed or unpaid divided shall be forfeited by the Board.
224. Any General Meeting declaring a dividend may on the recommendation of the Set-off of calls
Directors make a call on the Members of such amount as the Meeting fixes but so against dividends
that the call on each Member shall not exceed the dividend payable to him, and so
that the call be made payable at the same time as the dividend, and the dividend may,
if so arranged between the Company and the Members, be set off against the calls.
225. No dividends shall be payable except in cash, provided that nothing in this Article Dividends in
shall be deemed to prohibit the capitalisation of the profits or reserves of the cash
Company for the purpose of issuing fully paid up bonus Shares or paying up any
amount for the time being unpaid on any Shares held by Members of the Company.
226. (1) The Company in General Meeting may, upon the recommendation of the Board, Capitalisation
resolve:
(a) That is desirable to capitalise any part of the amount for the time being
standing to the credit 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) amongst the Members who would have been entitled
thereto, if distributed by way of dividend and in the same proportion.
(2) The sum aforesaid shall not be paid in cash but shall be applied, subject to the

277
 provisions contained in clause (3) either in or towards;
(a) paying up any amount for the time being unpaid on any Shares held by such
Members respectively, or
(b) paying up in full unissued Shares of the Company to be allocated and
distributed, credited as fully paid up, to and amongst Members in the
proportion aforesaid, or
(c) partly in the way specified in sub clause (a) and partly in that specified in
sub-clause(b)
(3) A security premium account and capital redemption reserve account may, for the
purpose of this Article, only be applied in the paying up of unissued Shares to
be issued to Members of the Company as fully paid bonus shares.
227. The Board shall give effect to the resolution passed by the Company in pursuance of Board to give effect
above Article.
228. (1) Whenever such a resolution as aforesaid shall have been passed, the Board shall; Fractional
(a) make all appropriations and applications of the undivided profits resolved certificates
to be capitalized thereby and all allotments and issues of fully paid Shares
and
(b) Generally do all acts and things required to give effect thereto.
(2) The Board shall have full power:
(a) to make such provision by the issue of fractional cash certificate or by
payment in cash or otherwise as it thinks fit, in the case of Shares becoming
distributable in fractions, also
(b) to authorize any person to enter, on behalf of all the Members entitled
thereto, into an agreement with the Company providing for the allotment
to them respectively, credited as fully paid up, of any further Shares to
which they may be entitled upon such capitalization or (as the case may
require) for the payment by the Company on their behalf by the application
thereof of the respective proportions of the profits resolved to be capitalized
of the amounts remaining unpaid on their existing Shares.
(3) Any agreement made under such authority shall be effective and binding on all
such Members.
(4) That for the purpose of giving effect to any resolution, under the preceding
paragraph of this Article, the Directors may give such directions as may be
necessary and settle any question or difficulties that may arise in regard to any
issue including distribution of new Shares and fractional certificates as they
think fit.
ACCOUNTS
229. (1) The Company shall keep at its Registered Office proper books of account as Books to be kept
would give a true and fair view of the state of affairs of the Company or its
transactions with respect to:
(a) all sums of money received and expended by the Company and the matters
in respect of which the receipt and expenditure takes place
(b) all sales and purchases of goods by the Company
(c) the assets and liabilities of the Company and
(d) if so required by the Central Government, such particulars relating to
utilisation of material or labour or to other items of cost as may be
prescribed by the Government
Provided that all or any of the books of account aforesaid may be kept at such other
place in India as the Board of Directors may decide and when the Board of Directors
so decides the Company shall within seven days of the decision file with the
Registrar a notice in writing giving the full address of that other place.
(2) Where the Company has a branch office, whether in or outside India, the
Company shall be deemed to have complied with the provisions of clause (1)
if proper books of account relating to the transaction effected at the branch are
kept at that office and proper summarised returns, made upto date at intervals
of not more than three months, are sent by the branch office to the Company at
its Registered Office or the other place referred to in sub-clause (1). The books
of accounts and other books and papers shall be open to inspection by any
Director during business hours.
230. No Members (not being a Director) shall have any right of inspecting any account Inspection by
books or documents of the Company except as allowed by law or authorized by the Members
Board.

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231. The Board of Directors shall from time to time in accordance with Sections 129, 133, Statements of
and 134 of the Companies Act, 2013, cause to be prepared and laid before each accounts to be
Annual General Meeting a profit and loss account for the financial year of the furnished to General
Company and a balance sheet made up as at the end of the financial year which shall Meeting
be a date which shall not precede the day of the Meeting by more than six months or
such extended period as shall have been granted by the Registrar under the provisions
of the Act.
232. (1) The Company shall comply with the requirements of Section 136 of the Right of Members or
Companies Act, 2013. others to copies of
(2) The copies of every balance sheet including the Profit & Loss Account, the balance sheet and
Auditors' Report and every other document required to be laid before the Auditors’ report and
Company in General Meeting shall be made available for inspection at the statement under
Registered Office of the Company during working hours for a period of 21 days Section 136
before the Annual General Meeting.
(3) A statement containing the salient features of such documents in the prescribed
form or copies of the documents aforesaid, as the Company may deem fit will
be sent to every Member of the Company and to every trustee of the holders of
any Debentures issued by the Company not less than 21 days before the date of
the Meeting.
233. Once at least in every year the accounts of the Company shall be examined, balanced Accounts to be
and audited and the correctness of the profit and loss Account and the balance sheet audited
ascertained by one or more Auditor or Auditors.
234. (1) Auditors shall be appointed and their qualifications, rights and duties regulated Appointment of
in accordance with Section 139 to 146 of the Companies Act, 2013. Auditors
(2) The Company shall at each Annual General Meeting appoint an individual or a
firm as an auditor who shall hold office from the conclusion of that meeting till
the conclusion of its sixth annual general meeting and thereafter till the
conclusion of every sixth meeting. The company shall place the matter relating
to such appointment for ratification by members at every annual general
meeting. The company shall also inform the auditor concerned of his or its
appointment, and also file a notice of such appointment with the Registrar within
fifteen days of the meeting in which the auditor is appointed.
(3) The company or shall not appoint or re-appoint—
(a) an individual as auditor for more than one term of five consecutive years;
and
(b) an audit firm as auditor for more than two terms of five consecutive years:
Provided that—
(i) an individual auditor who has completed his term under clause (a) shall
not be eligible for re-appointment as auditor in the same company for five
years from the completion of his term;
(ii) an audit firm which has completed its term under clause (b), shall not be
eligible for re-appointment as auditor in the same company for five years
from the completion of such term:
(4) Subject to the provisions of Clause (1) and the rules made thereunder, a retiring
auditor may be re-appointed at an annual general meeting, if—
(a) he is not disqualified for re-appointment;
(b) he has not given the company a notice in writing of his unwillingness to
be re-appointed; and
(c) a special resolution has not been passed at that meeting appointing some
other auditor or providing expressly that he shall not be re-appointed.
(5) Where at any annual general meeting, no auditor is appointed or re- appointed,
the existing auditor shall continue to be the auditor of the company.
(6) Any casual vacancy in the office of an auditor shall be filled by the Board of
Directors within thirty days, but if such casual vacancy is as a result of the
resignation of an auditor, such appointment shall also be approved by the
company at a general meeting convened within three months of the
recommendation of the Board and he shall hold the office till the conclusion of
the next annual general meeting.
(7) Special notice shall be required for a resolution at an annual general meeting
appointing as auditor a person other than a retiring auditor, or providing
expressly that a retiring auditor shall not be re-appointed, except where the
retiring auditor has completed a consecutive tenure of five years or, as the case

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 may be, ten years, as provided under Clause (3).
DOCUMENTS AND NOTICES
235. Document or notice of every Meeting shall be served or given on or to (a) every To whom documents
Member (b) every person entitled to a Share in consequence of the death or must be served or
insolvency of a Member and (c) the Auditor or Auditors for the time being of the given
Company
236. Every person, who by operation of law, transfer or other means whatsoever, shall Members bound by
become entitled to any Share, shall be bound by every document or notice in respect documents or
of such Share, which prior to his name and address being entered in the Register of notices served on or
Members shall have been duly served on or given to the person from whom he given to previous
derived, his title to such Share. holders
237. A document may be served on the Company or an officer thereof by sending it to the Service of
Company or officer at the Registered Office of the Company by post under a documents on the
certificate of posting or by registered post or by leaving it at its Registered Office. Company
238. Save as otherwise expressly provided in the Act, a document or proceedings Authentication of
requiring authentication by the Company may be signed by a Director, the Managing documents and
Director, or the Secretary or other authorized officer of the Company and need not proceedings
be under the Seal of the Company.
REGISTERS AND DOCUMENTS
239. The Company shall keep and maintain registers, books and documents required by Registers and
the Act or these Articles, including the following: documents to be
(a) Register of investments made by the Company but not held in its own name, maintained by the
as required by Section 187 of the Companies Act, 2013 Company
(b) Register of mortgages and charges as required by Section 85 of the Companies
Act, 2013 and copies of instruments creating any charge requiring registration
according to Section 85 of the Companies Act, 2013.
(c) Register and index of Members and debenture holders as required by Section
88 of the Companies Act, 2013.
(d) Foreign register, if so thought fit, as required by Section 88 of the Companies
Act, 2013.
(e) Register of contracts, with companies and firms in which Directors are
interested as required by Section 189 of the Companies Act, 2013.
(f) Register of Directors and Secretaries etc. as required by Section 170 of the
Companies Act, 2013.
(g) Register as to holdings by Directors of Shares and/or Debentures in the
Company as required by Section 170 of the Companies Act, 2013.
(h) Register of investments made by the Company in Shares and Debentures of
the bodies corporate in the same group as required by Section 186 of the
Companies Act, 2013.
(i) Copies of annual returns prepared under Section 92 of the Companies Act,
2013 together with the copies of certificates and documents required to be
annexed thereto under Section 92 of the Companies Act, 2013.
240. The registers mentioned in clauses (f) and (i) of the foregoing Article and the minutes Inspection of
of all proceedings of General Meetings shall be open to inspection and extracts may Registers
be taken there from and copies thereof may be required by any Member of the
Company in the same manner to the same extent and on payment of the same fees as
in the case of the Register of Members of the Company provided for in clause (c)
thereof. Copies of entries in the registers mentioned in the foregoing article shall be
furnished to the persons entitled to the same on such days and during such business
hours as may be consistent with the provisions of the Act in that behalf as determined
by the Company in General Meeting.
WINDING UP
241. If the Company shall be wound up, and the assets available for distribution among Distribution of
the Members as such shall be insufficient to repay the whole of the paid up capital, assets
such assets shall be distributed so that as nearly as may be the losses shall be borne
by the Members in the proportion to the capital paid up or which ought to have been
paid up at the commencement of the winding up, on the Shares held by them
respectively, and if in the winding up the assets available for distribution among the
Members shall be more than sufficient to repay the whole of the capital paid up at
the commencement of the winding up, the excess shall be distributed amongst the
Members in proportion to the capital at the commencement of the winding up, paid
up or which ought to have been paid up on the Shares held by them respectively. But

280
 this Article is to be without prejudice to the rights of the holders of Shares issued
upon special terms and conditions.
242. (a) If the Company shall be wound up, whether voluntarily or otherwise, the Distribution in
Liquidator may, with the sanction of a Special Resolution, divide amongst the specie or kind
contributories in specie or kind, any part of the assets of the Company and may,
with the like sanction, vest any part of the assets of the Company in trustees upon
such trusts for the benefit of the contributories or any of them, as the liquidator,
with the like sanction, shall think fit.
(b) If thought expedient any such division may subject to the provisions of the Act be
otherwise than in accordance with the legal rights of the contributions (except
where unalterably fixed by the Memorandum of Association and in particular any
class may be given preferential or special rights or may be excluded altogether or
in part but in case any division otherwise than in accordance with the legal rights
of the contributories, shall be determined on any contributory who would be
prejudicial thereby shall have a right to dissent and ancillary rights as if such
determination were a Special Resolution passed pursuant to Section 494 of the
Act.
(c) In case any Shares to be divided as aforesaid involve a liability to calls or
otherwise any person entitled under such division to any of the said Shares may
within ten days after the passing of the Special Resolution by notice in writing
direct the Liquidator to sell his proportion and pay him the net proceeds and the
Liquidator shall, if practicable act accordingly.
243. A Special Resolution sanctioning a sale to any other Company duly passed pursuant Right of
to Section 319 of the Companies Act, 2013 may subject to the provisions of the Act shareholders in case
in like manner as aforesaid determine that any Shares or other consideration of sale
receivable by the liquidator be distributed against the Members otherwise than in
accordance with their existing rights and any such determination shall be binding
upon all the Members subject to the rights of dissent and consequential rights
conferred by the said sanction.
244. Every Director or officer, or servant of the Company or any person (whether an Directors and others
officer of the Company or not) employed by the Company as Auditor, shall be right to indemnity
indemnified by the Company against and it shall be the duty of the Directors, out of
the funds of the Company to pay all costs, charges, losses and damages Which any
such person may incur or become liable to pay by reason of any contract entered into
or any act, deed, matter or thing done, concurred in or omitted to be done by him in
any way in or about the execution or discharge of his duties or supposed duties
(except such if any as he shall incur or sustain through or by his own wrongful act,
neglect or default) including expenses, and in particular and so as not to limit the
generality of the foregoing provisions against all liabilities incurred by him as such
Director, officer or Auditor or other office of the Company in defending any
proceedings whether civil or criminal in which judgment is given in his favour, or in
which he is acquitted or in connection with any application under Section 463 of the
Companies Act, 2013 in which relief is granted to him by the Court.
245. Subject to the provisions of Section 201 of the Act, no Director, Auditor or other Director, officer not
officer of the Company shall be liable for the acts, receipts, neglects, or defaults of responsible for acts
any other Director or officer or for joining in any receipt or other act for conformity of others
or for any loss or expenses happening to the Company through the insufficiency or
deficiency of the title to any property acquired by order of the Directors for and on
behalf of the Company or for the insufficiency or deficiency of any security in or
upon which any of the moneys of the Company shall be invested for any loss or
damages arising from the insolvency or tortuous act of any person, firm or Company
to or with whom any moneys, securities or effects shall be entrusted or deposited or
any loss occasioned by any error of judgment, omission, default or oversight on his
part of for any other loss, damage, or misfortune whatever shall happen in relation to
execution of the duties of his office or in relation thereto unless the same shall happen
through his own dishonesty.
SECRECY CLAUSE
246. Every Director/Manager, Auditor, treasurer, trustee, member of a committee, officer, Secrecy Clause
servant, agent, accountant or any other person-employed in the business of the
Company shall, if so required by the Director, before entering upon his duties, sign
a declaration pledging himself, to observe a strict secrecy respecting all transactions
and affairs of the Company with the Company customers and the state of the accounts
with individuals and in matter thereto and shall by such declaration pledge himself

281
 not to reveal any of the matters which may come to his knowledge in discharge of
his duties except when required to do so by the Directors or by law or by the person
to whom such matters relate and except so far as may be necessary in order to comply
with any of the provisions in these presents contained.
247. No Member or other person (not being a Director) shall be entitled to visit or inspect No Member to enter
any property or premises of the Company without the permission of the Board of the premises of the
Directors or Managing Director, or to inquire discovery of or any information Company without
respecting any details of the Company's trading or any matter which is or may be in permission
the nature of a trade secret, mystery of trade, secret process or any other matter which
relate to the conduct of the business of the Company and which in the opinion of the
Directors, it would be inexpedient in the interest of the Company to disclose.
GENERAL
248. Wherever in the Act, it has been provided that the Company shall have any right, General Power
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.

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 SECTION XIII: 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 Company
or contracts entered into more than two (2) years before the date of filing of the 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 Prospectus will be delivered to the Registrar of Companies for filing and also the
documents for inspection referred to hereunder, may be inspected at the Registered Office of our Company situated at B-
144 Second Floor DDA Shed Phase-1 Okhla Industrial Area Phase-i New Delhi, South Delhi 110020 India. from date of
this Prospectus until the date of closing of the subscription list on all Working Days (Monday to Friday) from 10.00 a.m.
to 5.00 p.m.

A. Material Contracts

1. Memorandum of Understanding dated July 18, 2023 between our Company and the Book Running Lead Manager
and the addendum to Memorandum of Understanding dated October 30, 2023.

2. Registrar to the Issue Agreement dated July 18, 2023 between our Company and the Registrar to the Issue and the
addendum to Registrar to the Issue Agreement dated October 30, 2023.

3. Underwriting Agreement dated July 18, 2023 between our Company, the Book Running Lead Manager and
Underwriters and the addendum to Underwriting Agreement dated October 30, 2023.

4. Market Making Agreement dated July 18, 2023 between our Company, Book Running Lead Manager and Market
Maker and the addendum to Market Maker Agreement dated October 30, 2023.

5. Banker to the Issue Agreement dated October 18, 2023 between our Company, the Book Running Lead Manager,
Banker to the Issue / Sponsor Bank and Registrar to the Issue.

6. Syndicate Agreement dated October 18, 2023 among our Company, the Book Running Lead Manager and Syndicate
Member.

7. Tripartite agreement between the National Securities Depository Limited, our Company and the Registrar dated
September 08, 2022.

8. Tripartite agreement between the Central Depository Services (India) Limited, our Company and the Registrar
September 12, 2022.

B. Material Documents

1. Certified true copies of the Memorandum and Articles of Association of our Company, as amended from time to
time.

2. Certificate of Incorporation dated September 26, 2012 issued by Registrar of Companies, National Capital Territory
of Delhi and Haryana.

3. Fresh Certificate of Incorporation dated June 03, 2022 issued by Registrar of Companies, Delhi consequent to
conversion to Public Limited Company.

4. Resolution of the Board of Directors of our Company, passed at the Meeting of the Board of Directors held on July
14, 2023 in relation to the Issue.

5. Resolution of the Shareholders of our Company, passed at the Extra Ordinary General Meeting held with a shorter
notice on July 17, 2023 relation to the Issue.

6. The Statement of Possible Tax Benefits dated October 25, 2023 issued by the Statutory Auditor included in this
Prospectus.

7. Statutory Auditor’s report for Restated Financials dated October 25, 2023 included in this Prospectus.

8. Certificate on Key Performance Indicators issued by our Statutory Auditor dated October 25, 2023.

283
9. Consents of the Directors, Promoters, Company Secretary and Compliance Officer, Chief Financial Officer,
Statutory Auditor, Book Running Lead Manager, Underwriter, Market Maker to the Issue, Legal Advisor to the
Issue, Banker to the Company, Registrar to the Issue, Banker to the Issue, and Syndicate Member to include their
names in the Prospectus to act in their respective capacities.

10. Due Diligence Certificate dated October 31, 2023 addressed to SEBI from Book Running Lead Manager.

11. Approval from BSE Limited vide letter dated October 18, 2023 to use the name of BSE in this Offer Document for
listing of Equity Shares on SME Platform of BSE Limited.

Any of the contracts or documents mentioned in this 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, with the consent of shareholders subject to compliance
of the provisions contained in the Companies Act and other relevant provisions.

284
 DECLARATION

We hereby certify and declare that all relevant provisions of the Companies Act, 2013 and the guidelines and regulations
issued by the Government of India, or the guidelines and regulations issued by the Securities and Exchange Board of
India, established under section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been
complied with and no statement made in this Prospectus is contrary to the provisions of the Companies Act, 2013, the
Securities Contracts (Regulation) Act, as amended, the Securities and Exchange Board of India Act, 1992, as amended or
the rules, regulations or guidelines issued thereunder, as the case may be. I further certify that all the statements in this
Prospectus are true and correct:

NAME AND DESIGNATION SIGNATURE

MR. NARESH KUMAR
Managing Director
Sd/-
DIN: 03302133

MS. JAYASHREE KUMAR

Whole-Time Director
Sd/-
DIN: 02933321

MR. DEVENDER KUMAR

Non- Executive Director
Sd/-
DIN: 08065475

MR. SANJEEV NEGI

Independent Director
Sd/-
DIN: 09713620

MR. KUMAR SHARAT CHANDRA

Independent Director
Sd/-
DIN: 09713628

SIGNED BY THE CHIEF FINANCIAL OFFICER AND COMPANY SECRETARY & COMPLIANCE
OFFICER OF OUR COMPANY

Sd/- Sd/-
MR. AMIT KUMAR MR. PANKAJ KUMAR
Chief Financial Officer Company Secretary & Compliance Officer
PAN: ECAPK2906M PAN: CYCPK9377E

Place: Delhi
Date: November 11, 2023

285
 ANNEXURE – A

DISCLOSURE OF PRICE INFORMATION OF PAST ISSUES HANDLED BY GRETEX CORPORATE

SERVICES LIMITED

Sr. Issuer Name Issue Issue Listing Openin + / -% + / -% + / -%

No. Size Price Date g Price change in change in change in
(Cr) (In ₹) on closing closing closing
Listing price, [+ / - price, [+ / - price, [+ / -
Date % change in % change in % change in
Closing Closing Closing
benchmark] benchmark] benchmark]
30th 90th 180th
calendar calendar calendar
days from days from days from
listing listing listing
1 Shantidoot Infra 4.02 81.00 September 105.00 -24.26, [- -28.26, -28.80, [-
Services Limited 19, 2022 0.31] [3.71] 1.95]
2 Steelman 26.02 96.00 October 10, 161.00 31.29, [5.25] 0.21, [3.29] -14.23,
Telecom Limited 2022 [3.18]
3 Reetech 11.71 105.00 October 10, 82.00 -0.78, [5.25] -7.89, [3.29] -14.23,
International 2022 [3.18]
Cargo and Courier
Limited
4 ResGen Limited 28.20 47.00 March 13, 49.00 18.10, [3.70] -2.75, [7.53] 67.49,
2023 [14.36]
5 Sudarshan 50.10 73.00 March 22, 73.00 6.50, [2.47] -1.23, [8.78] 13.21,
Pharma Industries 2023 [16.12]
Limited
6 Retina Paints 11.10 30.00 May 3, 29.05 32.82, [2.21] 55.54, [8.61] 96.72, [7.06]
Limited 2023
7 Innokaiz India 21.17 78.00 May 11, 148.20 -21.86, -7.08, [6.61] -22.88,
Limited 2023 [1.16] [4.91]
8 Comrade 12.30 54.00 June 13, 87.00 15.80, [3.83] 80.62, N.A.
Appliances 2023 [6.31]
Limited
9 Shelter Pharma 16.03 42.00 August 23, 39.97 4.62, [0.88] N.A. N.A.
Limited 2023
10 Transteel Seating 49.98 70.00 November 88.90 N.A. N.A. N.A.
Technologies 6, 2023
Limited
Sources: All share price data is from www.bseindia.com and www.nseindia.com.

Note:

a. The BSE SENSEX and NSE NIFTY are considered as the Benchmark Index.

b. Price on BSE & NSE are considered for all the above calculations.

c. In case 30th, 90th and 180th day is not a trading day, the price / index of the immediately preceding working day has
been considered.

d. In case 30th, 90th and 180th day, scripts are not traded then the share price is taken of the immediately preceding
trading day.

As per SEBI Circular No. CIR/CFD/DIL/7/2015 dated October 30, 2015, the above table should reflect maximum 10
issues (Initial Public Offers) managed by the Book Running Lead Manager. Hence, disclosure pertaining to recent 10
issues handled by the Book Running Lead Manager are provided.

286
 SUMMARY STATEMENT OF DISCLOSURE

Financial Tota Total No. of IPOs trading No. of IPOs trading No. of IPOs trading No. of IPOs trading
Year l no. Fund at Discount-30th at Premium-30th at Discount-180th at Premium-180th
of s calendar day from calendar day from calendar day from calendar day from
IPO Raise listing day listing day listing day listing day
s d (‘in
Cr.) Over Betw Less Over Betw Less Over Betw Less Over Betw Less
50% een than 50% een than 50% een than 50% een than
25- 25% 25- 25% 25- 25% 25- 25%
50% 50% 50% 50%
2021-22 *3 46.39 -- -- -- 2 -- 1 -- -- -- 2 -- 1
2022-23 **9 179.7 -- -- 3 2 1 3 -- 2 1 5 -- 1
0
2023-24 ***5 110.5 -- -- 1 -- 1 2 -- -- 1 1 -- --
^ 7
Upto November 11, 2023

*The script with Listing date PlatinumOne Business Services Limited (September 16, 2021), Markolines Traffic Controls
Limited (September 27, 2021) and Clara Industries Limited (December 29, 2021)

**The scrip with Listing date Goel Food Products Limited (June 28, 2022), Sailani Tours N Travels Limited (July 08,
2022), Jayant Infratech Limited (July 13, 2022), B-Right RealEstate Limited (July 13, 2022), Shantidoot Infra Services
Limited (September 19, 2022), Steelman Telecom Limited (October 10, 2022), Reetech International Cargo and Courier
Limited (October 10, 2022), ResGen Limited (March 13, 2023) and Sudarshan Pharma Industries Limited (March 22,
2023).

*** The scrip with Listing date Retina Paints Limited (May 03, 2023), Innokaiz India Limited (May 11, 2023) and
Comrade Appliances Limited (June 13, 2023) and Shelter Pharma Limited (August 23, 2023).

^ The scrip of Comrade Appliances Limited and Shelter Pharma Limited have not completed 180 Days from the date of
listing and scrip of Transteel Seating Technologies Limited have not completed 30 and 190 Days from the date of listing

287