Draft Prospectus

Dated: March 30, 2024

Please read section 26 & 32 of the
Companies Act, 2013
Please Scan this QR Code This Draft Prospectus will be
to view the Prospectus updated upon filing with RoC
100% Fixed Price Issue

SYLVAN PLYBOARD (INDIA) LIMITED

CIN: U51431WB2002PLC095027
Registered Office Corporate Office Contact Person Email and Telephone Website
NH-2, Delhi Road, Adventz Infinity@5,
Champsara, Chinnamore, Block-BN5, Office No. Mr. Rajneesh Mishra
E-mail: cs@sylvanply.com
Baidyabati, Hooghly – 802, Sector-V, Salt Lake, Company Secretary & www.sylvanply.com
Tel No: +91 33 4801 7916
712222, West Bengal, Kolkata – 700091, West Compliance Officer
India Bengal, India
NAMES OF PROMOTERS OF THE COMPANY
(i) Mr. Anand Kumar Singh and (ii) M/s. Singh Suppliers Private Limited
DETAILS OF OFFER TO PUBLIC, PROMOTERS/SELLING SHAREHOLDERS

Type Fresh Issue Size OFS Total Issue Size Eligibility – 229(1) / 229(2) &
Size Share Reservation amount QIB, NII & RII
The Issue is being made pursuant to Regulation 229(2) of SEBI
51,00,000 51,00,000 ICDR Regulations, as the Company's post issue Paid-up capital
Fresh Equity Shares Equity Shares would be more than ₹10.00 Crores (Rupees Ten Crores).
Nil
Issue aggregating to aggregating to Share Reservation:
₹ 2,805.00 Lakhs ₹ 2,805.00 Lakhs Minimum 50% to the Retail Individual Investors of “Net Issue”
Minimum 5% to the Market Maker of “Issue”
OFS: Offer for Sale
Details of OFS by Promoter(s)/Promoter Group/Other Selling Shareholders: - NIL -
RISKS IN RELATION TO THE FIRST ISSUE – The face value of the Equity Shares is ₹10/- each. The Issue Price of ₹55/- per equity
share (determined and justified by our Company in consultation with the Lead Manager as stated in “Basis for Issue Price” on page 88
of this draft prospectus) 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 or regarding the price at which the Equity
Shares will be traded after listing.
GENERAL RISK
Investments in Equity and Equity related securities involve a degree of risk and investors should not invest any funds in this 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 Draft Prospectus. Specific attention of
the investors is invited to the section “Risk Factors” beginning on page 21 of this Draft Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft 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
Draft Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions
expressed herein are honestly held and that there are no other facts, the omission of which makes this Draft 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 of our company issued through this Draft Prospectus are proposed to be listed on the SME EMERGE Platform of
National Stock Exchange of India Limited (“NSE EMERGE”). In terms of the Chapter IX of the SEBI ICDR Regulations, as amended
from time to time, our company has received “in-principal” approval letter dated [●] from NSE for using its name in this offer document
for listing of our shares on the NSE EMERGE. For the purposes of the issue, the Designated Stock Exchange will be National Stock
Exchange of India Limited (“NSE”).
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

FINSHORE MANAGEMENT SERVICES LIMITED BIGSHARE SERVICES PRIVATE LIMITED

Anandlok Building, Block-A, 2nd Floor, Room No. 207, Office No S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura
227 A.J.C Bose Road, Kolkata-700020, West Bengal, India Centre, Mahakali Caves Road, Andheri (East), Mumbai – 400093
Contact Person: Mr. S. Ramakrishna Iyengar Contact Person: Mr. Sagar Kathare
Telephone: 033 – 2289 5101 / 4603 2561 Telephone: 022 – 6263 8200
Email: info@finshoregroup.com Email: ipo@bigshareonline.com
ISSUE PROGRAMME
ISSUE OPENS ON: [●] ISSUE CLOSES ON: [●]
 Draft Prospectus
Dated: March 30, 2024
Please read section 26 & 32 of the
Companies Act, 2013
This Draft Prospectus will be
updated upon filing with RoC
100% Fixed Price Issue
SYLVAN PLYBOARD (INDIA) LIMITED
Our Company was originally incorporated as a Private Limited Company in the name of “Singh Brothers Exim Private Limited” on August 02, 2002 under the provisions
of Companies Act, 1956 bearing Corporate Identification Number U51431WB2002PTC095027 issued by Registrar of Companies - West Bengal. Subsequently the name
of our company was changed to “Sylvan Plyboard (India) Private Limited” vide a fresh Certificate of Incorporation consequent upon Change of Name dated March 05,
2013 bearing Corporate Identification Number U51431WB2002PTC095027 issued by Registrar of Companies - West Bengal. Subsequently, our company was converted
into Public Limited Company under the Companies Act, 2013 and the name of our Company was changed to “Sylvan Plyboard (India) Limited” vide a fresh Certificate
of Incorporation consequent upon conversion from Private Company to Public Company dated June 19, 2018 bearing Corporate Identification Number
U51431WB2002PLC095027 issued by Registrar of Companies – Kolkata. For further details of change in name and registered office of our company, please refer to
section titled “Our History and Certain Corporate Matters” beginning on page no 161 of the Draft Prospectus.
Registered Office: NH-2, Delhi Road, Champsara, Chinnamore, Baidyabati, Hooghly – 712222, West Bengal, India
Corporate Office: Adventz Infinity@5, Block-BN5, Office No. 802, Sector-V, Salt Lake, Kolkata – 700091, West Bengal, India
Contact Person: Mr. Rajneesh Mishra, Company Secretary & Compliance Officer; Tel No: +91 33 4801 7916,
E-Mail ID: cs@sylvanply.com; Website: www.sylvanply.com; CIN: U51431WB2002PLC095027
OUR PROMOTERS: (I) MR. ANAND KUMAR SINGH; AND (II) M/S. SINGH SUPPLIERS PRIVATE LIMITED
THE ISSUE
INITIAL PUBLIC OFFER OF 51,00,000 EQUITY SHARES OF FACE VALUE OF ₹10/- EACH (“EQUITY SHARES”) OF SYLVAN
PLYBOARD (INDIA) LIMITED (THE “COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF ₹55/- PER EQUITY SHARE,
INCLUDING A SHARE PREMIUM OF ₹45/- PER EQUITY SHARE (THE “ISSUE PRICE”), AGGREGATING TO ₹ 2,805.00 LAKHS (“THE
ISSUE”), OF WHICH 2,56,000 EQUITY SHARES OF FACE VALUE OF ₹10/- EACH FOR CASH AT A PRICE OF ₹55/- PER EQUITY SHARE,
AGGREGATING TO ₹ 140.80 LAKHS WILL BE RESERVED FOR SUBSCRIPTIONS BY THE MARKET MAKER TO THE ISSUE (THE
“MARKET MAKER RESERVATION PORTION”). THE ISSUE LESS MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 48,44,000
EQUITY SHARES OF FACE VALUE OF ₹10/- EACH FOR CASH AT A PRICE OF ₹55/- PER EQUITY SHARE, AGGREGATING TO ₹
2,664.20 LAKHS IS HERE IN AFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE
26.32% AND 25.00% RESPECTIVELY OF THE POST ISSUE PAIDUP EQUITY SHARE CAPITAL OF THE COMPANY.
THE FACE VALUE OF THE EQUITY SHARE IS ₹10/- EACH AND THE ISSUE PRICE IS ₹ 55/- EACH i.e.,
5.5 TIMES OF THE FACE VALUE OF THE EQUITY SHARES. THE MINIMUM LOT SIZE IS 2,000 EQUITY SHARES
THIS OFFER IS BEING MADE IN TERMS OF CHAPTER IX OF THE SEBI (ISSUE OF CAPITAL AND DISCLOSURE REQUIRMENT) REGULATIONS,
2018 (THE “SEBI ICDR REGULATIONS”) READ WITH RULE 19(2)(b)(i) OF SCRR AS AMENDED. THIS ISSUE IS A FIXED PRICE ISSUE AND
ALLOCATION IN THE NET OFFER TO THE PUBLIC WILL BE MADE IN TERMS OF REGULATION 253(2) OF THE SEBI (ICDR) REGULATIONS, 2018.
(For further details please see “The Issue” beginning on page no. 48 of this Draft Prospectus.) A copy will be delivered for filing to the Registrar of Companies as
required under sub-section 4 of Section 26 of the Companies Act, 2013.
In terms of Regulation 256 of SEBI ICDR Regulations read with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, and Unified
Payments Interface (UPI) introduced vide SEBI Circular Ref: SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 all the potential investors shall
participate in the issue only through an Application Supported by Blocked Amount (“ASBA”) process providing details about 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/DCR2/CIR/P/2019/133 dated November 08,
2019, Retail Individual Investors applying in public issue may use either Application Supported by Blocked Amount (ASBA) process or UPI payment mechanism by
providing UPI ID in the Application Form which is linked from Bank Account of the investor. (For details in this regard, specific attention is invited to "Issue
Procedure" beginning on page no. 274 of this Draft Prospectus.)
RISK IN RELATION TO THE FIRST ISSUE
This being the first issue of the issuer, there has been no formal market for the securities of the issuer. The face value of the equity shares is ₹10/- each and the issue
price is 5.5 times of face value of the equity share. The issue price should not be taken to be indicative of the market price of the equity shares after the equity shares
are listed. No assurance can be given regarding an active or sustained trading in the equity shares of our company or regarding the price at which the equity shares
will be traded after listing.
GENERAL RISKS
Investment in equity and equity related securities involve a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk
of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offering. For taking an investment
decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended or approved
by the Securities and Exchange Board of India (“SEBI”) nor does SEBI guarantee the accuracy or adequacy of this document. Specific attention of investors is invited
to the statement of “Risk factors” beginning on page no. 21 of this Draft Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this offer document contains all information with regard to the issuer and
the issue, which is material in the context of the issue, that the information contained in the offer document is true and correct in all material aspects and is not
misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make
this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares of our company issued through this Draft Prospectus are proposed to be listed on the SME EMERGE Platform of National Stock Exchange of
India Limited (“NSE EMERGE”). In terms of the Chapter IX of the SEBI ICDR Regulations, as amended from time to time, our company has received “in-
principal” approval letter dated [●] from NSE for using its name in this offer document for listing of our shares on the NSE EMERGE. For the purposes of the issue,
the Designated Stock Exchange will be National Stock Exchange of India Limited (“NSE”).
LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

FINSHORE MANAGEMENT SERVICES LIMITED BIGSHARE SERVICES PRIVATE LIMITED

Anandlok Building, Block-A, 2nd Floor, Room No. 207, Office No S6-2, 6th Floor, Pinnacle Business Park, Next to Ahura Centre,
227 A.J.C Bose Road, Kolkata-700020, West Bengal, India Mahakali Caves Road, Andheri (East), Mumbai – 400093
Telephone: 033 – 2289 5101 / 4603 2561 Telephone: 022-62638200
Email: info@finshoregroup.com E-mail: ipo@bigshareonline.com;
Contact Person: Mr. S. Ramakrishna Iyengar Contact Person: Mr. Sagar Pathare
Website: www.finshoregroup.com Website: www.bigshareonline.com;
Investor Grievance Email: investors@finshoregroup.com Investor Grievance Email: investor@bigshareonline.com;
SEBI Registration No: INM000012185 SEBI Registration No: INR000001385
CIN No: U74900WB2011PLC169377 CIN No: U99999MH1994PTC076534
ISSUE PROGRAMME
ISSUE OPENS ON: [●] ISSUE CLOSES ON: [●]
Draft Prospectus

SECTION I: DEFINITIONS AND ABBREVIATIONS ..................................................................................... 2

DEFINITIONS AND ABBREVIATIONS ........................................................................................................ 2
CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY & MARKET DATA, AND
CURRENCY PRESENTATION ..................................................................................................................... 13
FORWARD-LOOKING STATEMENTS ....................................................................................................... 15
SECTION II: SUMMARY OF DRAFT PROSPECTUS .................................................................................. 16
SUMMARY OF DRAFT PROSPECTUS ....................................................................................................... 16
SECTION III: RISK FACTORS ......................................................................................................................... 21
RISK FACTORS ............................................................................................................................................. 21
SECTION IV: INTRODUCTION ....................................................................................................................... 48
THE ISSUE...................................................................................................................................................... 48
SUMMARY OF FINANCIAL INFORMATION ........................................................................................... 49
SECTION V: GENERAL INFORMATION ...................................................................................................... 52
GENERAL INFORMATION .......................................................................................................................... 52
SECTION VI: CAPITAL STRUCTURE ........................................................................................................... 60
CAPITAL STRUCTURE ................................................................................................................................ 60
SECTION VII: PARTICULARS OF THE ISSUE ............................................................................................ 81
OBJECT OF THE ISSUE ................................................................................................................................ 81
BASIS FOR ISSUE PRICE ............................................................................................................................. 88
STATEMENT OF POSSIBLE TAX BENEFITS ........................................................................................... 94
SECTION VIII: ABOUT THE COMPANY AND THE INDUSTRY .............................................................. 97
INDUSTRY OVERVIEW ............................................................................................................................... 97
OUR BUSINESS ........................................................................................................................................... 126
KEY INDUSTRY REGULATIONS AND POLICIES ................................................................................. 149
OUR HISTORY AND CERTAIN CORPORATE MATTERS..................................................................... 161
OUR MANAGEMENT ................................................................................................................................. 166
OUR PROMOTERS AND PROMOTER GROUP ....................................................................................... 181
GROUP ENTITIES OF OUR COMPANY ................................................................................................... 187
RELATED PARTY TRANSACTIONS ........................................................................................................ 191
DIVIDEND POLICY..................................................................................................................................... 192
SECTION IX: FINANCIAL INFORMATION ................................................................................................ 193
FINANCIAL STATEMENTS AS RESTATED............................................................................................ 193
FINANCIAL INDEBTEDNESS ................................................................................................................... 226
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS
OF OPERATIONS ........................................................................................................................................ 231
SECTION X: LEGAL AND OTHER INFORMATION ................................................................................. 239
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ................................................... 239
GOVERNMENT AND OTHER APPROVALS ........................................................................................... 247
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................ 254
SECTION XI: ISSUE INFORMATION ........................................................................................................... 266
TERMS OF THE ISSUE ............................................................................................................................... 266
ISSUE STRUCTURE .................................................................................................................................... 272
ISSUE PROCEDURE .................................................................................................................................... 274
RESTRICTIONS OF FOREIGN OWNERSHIP OF INDIAN SECURITIES .............................................. 293
DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION ........... 294
SECTION XII: OTHER INFORMATION ...................................................................................................... 323
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ...................................................... 323
DECLARATION ........................................................................................................................................... 325

SYLVAN PLYBOARD (INDIA) LIMITED Page 1 of 331

Draft Prospectus

SECTION I: DEFINITIONS AND ABBREVIATIONS

DEFINITIONS AND ABBREVIATIONS

This draft prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies,
shall have the respective meanings given below. References to statutes, regulations, rules, guidelines and policies will be
deemed to include all amendments and modifications thereto as amended from time to time.

Unless the context otherwise indicates or implies, the following terms shall have the meanings provided below in this draft
prospectus, and references to any statute or regulations or policies will include any amendments or re-enactments thereto,
from time to time. In case of any inconsistency between the definitions given below and the definitions contained in the
General Information Document (as defined below), the definitions given below shall prevail.

General Terms
TERMS DESCRIPTIONS
“Sylvan Plyboard (India) Unless the context otherwise indicates or implies, Sylvan Plyboard (India) Limited a
Limited”, “Sylvan”, “SPIL” public limited company incorporated under the provision of Companies Act, 1956 and
“The Company”, “Our having its Registered Office at NH-2, Delhi Road, Champsara, Chinnamore, Baidyabati,
Company”, “Issuer Company” Hooghly- 712222, West Bengal, India.
or “Issuer”
Unless the context otherwise indicates or implies, refers to our Company together with
“we”, “our” or “us”
our Subsidiaries, Associates and Group Companies.
Our Promoters or Promoters The promoters of our company being M/s. Singh Suppliers Private Limited and Mr.
of the Company Anand Kumar Singh.
Includes such persons and entities constituting the promoter group of our Company in
Promoter Group terms of Regulation 2(1) (pp) of the SEBI (ICDR) Regulations, 2018 and as disclosed
under Section titled “Our Promoters and Promoter Group”

Company Related Terms

TERMS DESCRIPTIONS
“Articles” or “Articles of
The Articles of Association of our Company, as amended from time to time.
Association” or “AOA”
Audit Committee of our Company constituted in accordance with Companies Act, 2013
Audit Committee as disclosed in the Section titled “Our Management” on page no. 166 of this draft
prospectus.
“Board of Director(s)” or Unless otherwise specified, The Board of Directors of our Company, as duly constituted
“the/our Board” from time to time, including any committee(s) thereof.
Branch Office 5, Nimtalla Ghat Street, 2nd Floor, Kolkata - 700006, West Bengal, India
“CFO” or Chief Financial
The Chief Financial Officer of our company being “Mr. Shashi Kant Tiwari.”
Officer
CIN Corporate Identification Number
Companies Act The Companies Act, 1956 and / or the Companies Act, 2013 as applicable.
Company Secretary & The Company Secretary & Compliance Officer of our company being “Mr. Rajneesh
Compliance Officer Mishra.”
Adventz Infinity@5, Block-BN5, Office No. 802, Sector-V, Salt Lake, Kolkata –
Corporate Office
700091, West Bengal, India
Corporate Social Responsibility committee in accordance with the Companies Act,
Corporate Social
2013 as disclosed in the Section titled “Our Management” on page no. 166 of this draft
Responsibility committee
prospectus.
DIN Directors Identification Number.
Director/Director(s) The directors of our Company, unless otherwise specified
ED Executive Director
The Equity Shares of our Company of face value of ₹10/- each, fully paid-up, unless
Equity Shares
otherwise specified in the context thereof.
Equity Shareholders Persons/Entities holding Equity Shares of our Company.
Export Export means taking goods out of India to a place outside India
Such companies with which there were related party transactions, during the period for
Group Companies/Entities which financial information is disclosed in this draft prospectus, which are covered
under the applicable accounting standards and other companies as considered material
SYLVAN PLYBOARD (INDIA) LIMITED Page 2 of 331
Draft Prospectus

TERMS DESCRIPTIONS
by our Board, as identified in “Our Group Companies”
HUF Hindu Undivided Family.
IBC The Insolvency and Bankruptcy Code, 2016
IFRS International Financial Reporting Standards
Ind AS Indian Accounting Standard
Ind GAAP Generally Accepted Accounting Principles in India.
Import Import means bringing goods into India from a place outside India
Independent Director Non-executive & Independent Director as per the Companies Act, 2013
IT Act The Income Tax Act,1961 as amended till date
A commercial enterprise undertaken jointly by two or more parties which otherwise
JV / Joint Venture
retain their distinct identities.
ISIN International Securities Identification Number In this case being “INE01IH01015”
Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI
KMP / Key Managerial ICDR Regulations 2018, Section 2(51) of the Companies Act, 2013 and as disclosed in
Personnel the chapter titled “Our Management” beginning on page no. 166 of this draft
prospectus.
MD Managing Director
The policy on identification of group companies, material creditors and material
Materiality Policy litigation, adopted by our Board in accordance with the requirements of the SEBI
(ICDR) Regulations
Memorandum/Memorandum
The Memorandum of Association of our Company, as amended from time to time.
of Association/MoA
Nomination and Remuneration committee of our Company constituted in accordance
Nomination and Remuneration
with the Companies Act, 2013 as disclosed in the Section titled “Our Management” on
Committee
page no. 166 of this draft prospectus.
Non-Residents A person resident outside India, as defined under FEMA Regulations, 2000
The Statutory Auditors of our Company having a valid Peer Review certificate in our
Peer Review/Statutory Auditor case being “M/s. Dokania S. Kumar, Chartered Accountant”, 40, Strand Road, Model
House, 5th floor, Kolkata- 700001, India
Promoters Shall mean promoters of our Company as mentioned in this draft prospectus.
Includes such Persons and entities constituting our promoter group covered under
Regulation 2(1)(pp) of the SEBI (ICDR) Regulations as enlisted in the section titled
Promoter Group
“Our Promoter and Promoter Group” beginning on page no. 181 of this draft
prospectus.
NH-2, Delhi Road, Champsara, Chinnamore, Baidyabati, Hooghly- 712222, West
Registered Office
Bengal, India.
Audited Financial Statements for Nine months ended on December 31, 2023 and for the
financial years ended on 31st March 2023, 31st March 2022 and 31st March 2021, as
Restated Financial Statement restated in accordance with SEBI (ICDR) Regulations, comprises of (i) Financial
Information as per Restated Summary Financial Statements and (ii) Other Financial
Information.
RoC/Registrar of Companies The Registrar of Companies, Kolkata
SEBI Securities and Exchange Board of India constituted under the SEBI Act, 1992.
Senior Management means the officers and personnel of the issuer as defined in
Regulation 2(1)(bbbb) of SEBI (Issue of Capital and Disclosure Requirements)
Senior Management
Regulations, 2018. For details, please refer to section titled “Our Management” on
page no. 166 of this draft prospectus.
Shareholders Shareholders of our Company
Subscriber to MOA / Initial
Initial Subscriber to MOA
Promoters
WTD Whole Time Director
Stakeholder’s relationship committee of our Company constituted in accordance with
Stakeholders Relationship
the Companies Act, 2013 as disclosed in the Section titled “Our Management” on page
Committee
no. 166 of this draft prospectus.
A person or an issuer who or which is categorized as a wilful defaulter or fraudulent
borrower by any bank or financial institution (as defined under the Companies Act,
Wilful Defaulter(s) or
2013) or consortium thereof, in accordance with the guidelines on wilful defaulters or
Fraudulent Borrower(s)
fraudulent borrowers issued by the Reserve Bank of India, as defined under Regulation
2(1)(III) of SEBI ICDR Regulations 2018.

SYLVAN PLYBOARD (INDIA) LIMITED Page 3 of 331

Draft Prospectus

Issue Related Terms

TERMS DESCRIPTIONS
The slip or document issued by the Designated Intermediary to an Applicant as proof
Acknowledgement Slip
of having accepted the Application Form.
Allot/Allotment of/ Allotted Unless the context otherwise requires, allotment of the Equity Shares pursuant to the
Equity Shares Issue of Equity Shares to the successful Applicants.
Note or advice or intimation of Allotment sent to the Applicants who have been
Allotment Advice allotted Equity Shares after the Basis of Allotment has been approved by the
Designated Stock Exchange.
A successful Applicant (s) to whom the Equity Shares are being/have been
Allottee(s)
issued/allotted.
Any prospective investor who makes an application pursuant to the terms of the draft
Applicant/Investor
prospectus and the Application Form.
An indication to make an offer during the Issue Period by an Applicant, pursuant to
submission of Application Form, to subscribe for or purchase our Equity Shares at the
Application
Issue Price including all revisions and modifications thereto, to the extent permissible
under the SEBI (ICDR) Regulations.
The number of Equity Shares applied for and as indicated in the Application Form
Application Amount multiplied by the price per Equity Share payable by the Applicants on submission of
the Application Form.
The form in terms of which an Applicant shall make an Application and which shall be
Application Form considered as the application for the Allotment pursuant to the terms of this draft
prospectus.
An application, whether physical or electronic, used by ASBA Bidders, to make a Bid
authorizing a SCSB to block the Bid Amount in the ASBA Account including the bank
account linked with UPI ID.
Application Supported by
Pursuant to SEBI Circular No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November
Blocked Amount/ASBA or UPI
08, 2019, Retail Individual Investors applying in public issue may use either
Application Supported by Blocked Amount (ASBA) process or UPI payment
mechanism by providing UPI ID in the Application Form which is linked from Bank
Account of the investor.
A bank account linked with or without UPI ID, maintained with an SCSB and specified
ASBA Account in the ASBA Form submitted by Applicants for blocking the Bid Amount mentioned in
the ASBA Form
Any prospective investors in this Issue who apply for Equity Shares of our Company
ASBA Applicant(s)
through the ASBA process in terms of this draft prospectus.
An application form (with or without the use of UPI, as may be applicable), whether
ASBA Forms physical or electronic, used by ASBA Applicants, which will be considered as the
application for Allotment in terms of the draft prospectus.
Such Branches of the SCSBs which shall collect the Application Forms used by the
ASBA Application Applicants applying through the ASBA process and a list of which is available on
Location(s)/Specified Cities https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such
other website as may be prescribed by SEBI from time to time
Bank which are clearing members and registered with SEBI as banker to an issue and
Banker to the Issue
with whom the Public Issue Account will be opened, in this case being “[●]”
Agreement dated [●] entered into amongst the Company, Lead Manager, the Registrar
Banker to the Issue Agreement
and the Banker of the Issue.
The basis on which the Equity Shares will be Allotted to successful Applicants under
Basis of Allotment the Issue, as described in the Section titled, “Issue Procedure, - Basis of Allotment”
beginning on page no. 274 of this draft prospectus.
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
Broker Centers
with the names and contact details of the Registered Brokers, are available on the
website of the NSE i.e., www.nseindia.com.
All recognized members of the stock exchange of NSE would be eligible to act as the
Broker to the Issue
Broker to the Issue.
Business Day Monday to Saturday (except 2nd & 4th Saturday of a month and public holidays).
CAN or Confirmation of The note or advice or intimation sent to each successful Applicant indicating the Equity
Allocation Note Shares which will be Allotted, after approval of Basis of Allotment by the Designated

SYLVAN PLYBOARD (INDIA) LIMITED Page 4 of 331

Draft Prospectus

TERMS DESCRIPTIONS
Stock Exchange.
Client Identification Number maintained with one of the Depositories in relation to
Client ID
demat account.
Collection Centers Centers at which the Designated Intermediaries shall accept the ASBA Forms.
A depository participant as defined under the Depositories Act, 1996, registered with
Collecting Depository SEBI and who is eligible to procure Applications at the Designated CDP Locations in
Participant or CDP terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015,
issued by SEBI.
Such branches of the SCSBs which coordinate Applications under this Issue made by
the Applicants with the Lead Manager, the Registrar to the Issue and the Stock
Controlling Branches of SCSBs
Exchanges, a list of which is provided on http://www.sebi.gov.in or at such other
website as may be prescribed by SEBI from time to time.
The demographic details of the Applicants such as their Address, PAN, Occupation and
Demographic Details
Bank Account details.
A depository registered with SEBI under the SEBI (Depositories and Participant)
Depository/Depositories
Regulations, 1996, as amended from time to time, being NSDL and CDSL.
Depository Participant/DP A depository participant as defined under the Depositories Act, 1966.
Such locations of the CDPs where Applicant can submit the Application Forms to
Collecting Depository Participants.
Designated CDP Locations
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 websites of the Stock Exchange i.e., www.nseindia.com
The date on which the funds are transferred by the Escrow Collection Bank from the
Escrow Account(s) or the instructions are given to the SCSBs to unblock the ASBA
Accounts including the accounts linked with UPI ID and transfer the amounts blocked
Designated Date by SCSBs as the case may be, to the Public Issue Account, as appropriate in terms of
the draft prospectus and the aforesaid transfer and instructions shall be issued only after
finalisation of the Basis of Allotment in consultation with the Designated Stock
Exchange.
An SCSB with whom the bank account to be blocked, is maintained, a syndicate
Designated Intermediaries/ member (or sub-syndicate member), a Registered Broker, Designated CDP Locations
Collecting Agent for CDP, a registrar to an issue and share transfer agent (RTA) (whose names is
mentioned on website of the stock exchange as eligible for this activity).
Such locations of the RTAs where Applicant can submit the Application Forms to
RTAs.
Designated RTA Locations 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 websites of the Stock Exchange i.e. www.nseindia.com
Designated Stock Exchange National Stock Exchange of India Limited
The Draft prospectus dated March 30, 2024 issued in accordance with Section 26 & 32
Draft prospectus of the Companies Act, 2013 filed with National Stock Exchange of India Limited under
SEBI (ICDR) Regulations.
DP Depository Participant.
DP ID Depository Participant’s Identity number.
NRI(s) from such jurisdiction outside India where it is not unlawful to make an Issue or
invitation under the Issue and in relation to whom this draft prospectus constitutes an
Eligible NRI(s)
invitation to subscribe for the Equity Shares Issued herein on the basis of the terms
thereof.
Qualified Foreign Investors from such jurisdictions outside India where it is not
unlawful to make an offer or invitation under the Issue and in relation to whom the
Eligible QFIs draft prospectus constitutes an invitation to purchase the Equity Shares Issued thereby
and who have opened demat accounts with SEBI registered qualified depository
participants.
Electronic Transfer of Funds Refunds through ECS, NEFT, Direct Credit or RTGS as applicable.
Equity Shares Equity Shares of our Company of face value ₹10/- each.
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 The Applicant whose name appears first in the Application Form or Revision Form.

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TERMS DESCRIPTIONS
Foreign Venture Capital Foreign Venture Capital Investors registered with SEBI under the SEBI (Foreign
Investors Venture Capital Investor) Regulations, 2000.
A Foreign Portfolio Investor who has been registered pursuant to the Securities and
Exchange Board of India (Foreign Portfolio Investors) Regulations, 2014, provided that
FPI / Foreign Portfolio Investor any FII 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
The General Information Document for investing in public issues prepared and issued
General Information Document
in accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated
/ GID
March 17, 2020 and the UPI Circulars, as amended from time to time.
GIR Number General Index Registry Number.
IPO Initial Public Offering
Public issue of 51,00,000 Equity Shares of face value of ₹10/- each of our Company for
Issue/Public Issue/Issue Size
cash at a price of ₹55/- per Equity Share aggregating to ₹ 2,805.00 Lakhs by our
Initial Public Issue/IPO
Company, in terms of this draft prospectus.
Issue Agreement The Issue Agreement dated March 20, 2024 between our Company and Lead Manager.
Issue Closing Date The date on which Issue Closes for Subscription.
Issue Opening Date The date on which Issue Opens for Subscription.
The period between the Issue Opening Date and the Issue Closing Date, inclusive of
Issue Period
both days, during which prospective Investors may submit their application.
The price at which the Equity Shares are being issued by our Company being ₹55/- per
Issue Price
Equity Share.
The proceeds of the Issue as stipulated by the Company. For further information about
Issue Proceeds the use of the Issue Proceeds please refer to Section titled “Objects of the Issue”
beginning on page no. 81 of this draft prospectus.
means a merchant banker registered with the SEBI and appointed by the issuer to
manage the issue and in case of a book-built issue, the lead manager(s) appointed by
Lead Manager/LM the issuer shall act as the book running lead manager(s) for the purposes of book
building. Lead Manager to the Issue, in this case being “M/s. Finshore Management
Services Limited”.
Unless the context specifies otherwise, this means the Equity Listing Agreement to be
Listing Agreement
signed between our Company and the National Stock Exchange of India Limited.
Market Maker appointed by our Company from time to time, in this case being “[●]”
who has agreed to receive or deliver the specified securities in the market making
Market Maker
process for a period of three years from the date of listing of our Equity Shares or for
any other period as may be notified by SEBI from time to time.
The Market Making Agreement dated [●] between our Company, Lead Manager and
Market Making Agreement
Market Maker.
Market Maker Reservation Up to 2,56,000 Equity Shares of ₹10/- each fully paid-up of our Company for cash at a
Portion price of ₹55/- per Equity Share aggregating to ₹ 140.80 Lakhs only.
Mutual fund (s) registered with SEBI pursuant to the SEBI (Mutual Funds)
Mutual Fund(s)
Regulations, 1996, as amended from time to time.
The Issue (excluding the Market Maker Reservation Portion) of up to 48,44,000 Equity
Net Issue Shares of face value ₹10/- each for cash at an Issue price of ₹55/- per Equity Share (the
“Issue Price”), aggregating up to ₹ 2,664.20 Lakhs Only.
Net Proceeds The Issue Proceeds, less the Issue related expenses, received by the Company.
National Payments Corporation of India (NPCI), a Reserve Bank of India (RBI)
initiative, is an umbrella organization for all retail payments in India. It has been set up
NPCI
with the guidance and support of the Reserve Bank of India (RBI) and Indian Banks
Association (IBA)
All Applicants, including sub-accounts of FIIs registered with SEBI which are foreign
Non-Institutional Investors or corporate or foreign individuals, that are not QIBs or Retail Individual Investors and
NIIs who have applied for Equity Shares for an amount of more than ₹2 Lakh (but not
including NRIs other than Eligible NRIs).
NSE National Stock Exchange of India Limited
NSE EMERGE / EMERGE SME Platform of National Stock Exchange of India Limited as per the Rules and
Platform of NSE Regulations laid down by SEBI for listing of equity shares
Investors other than Retail Individual Investors. These include individual applicants
Other Investor
other than retail individual investors and other investors including corporate bodies or

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TERMS DESCRIPTIONS
institutions irrespective of the number of specified securities applied for.
Overseas Corporate Body means and includes an entity defined in clause (xi) of
Regulation 2 of the Foreign Exchange Management (Withdrawal of General
Permission to Overseas Corporate Bodies (OCB’s) Regulations 2003 and which was in
Overseas Corporate Body/OCB 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.
Investors other than Retail Individual Investors. These include individual Applicants
Other Investors other than retail individual investors and other investors including corporate bodies or
institutions irrespective of the number of specified securities applied for.
Any individual, sole proprietorship, unincorporated association, unincorporated
organization, body corporate, corporation, company, partnership, limited liability
Person/ Persons company, joint venture, or trust, or any other entity or organization validly constituted
and/or incorporated in the jurisdiction in which it exists and operates, as the context
requires.
The prospectus dated [●] registered with the RoC in accordance with the provisions of
Prospectus
Section 26 & 32 of the Companies Act, 2013 and SEBI ICDR Regulations.
The Bank Account opened with the Banker(s) to this Issue under Section 40 of the
Public Issue Account Companies Act, 2013 to receive monies from the SCSBs from the bank accounts of the
ASBA Accounts on the Designated Date.
Qualified Institutional Buyers A qualified institutional buyer as defined under Regulation 2(1)(ss) of the SEBI ICDR
or QIBs Regulations.
Stockbrokers registered with the stock exchanges having nationwide terminals, other
Registered Brokers
than the Members of the Syndicate.
Registrar and share transfer agents registered with SEBI and eligible to procure
Registrar and Share Transfer
Applications at the Designated RTA Locations in terms of circular no.
Agents or RTAs
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI.
Registrar/Registrar to this
Registrar to the Issue in our case being “M/s. Bigshare Services Private Limited.”
Issue/RTI
The agreement dated March 21, 2024 entered between our Company and the Registrar
Registrar Agreement to the Issue in relation to the responsibilities and obligations of the Registrar pertaining
to the Issue.
SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2018 as amended
Regulations
from time to time.
Reserved Category/ Categories Categories of persons eligible for making application under reservation portion.
Retail Individual Bidder(s) or Individual Bidders, who have Bid for the Equity Shares for an amount not more than
RIB(s)or Retail Individual ₹200,000 in any of the bidding options in the Offer (including HUFs applying through
Investor(s) or RII(s) their Karta and Eligible NRIs)
The form used by the Applicants to modify the quantity of Equity Shares or the
Revision Form Application Amount in any of their Application Forms or any previous Revision
Form(s), as applicable.
Banks registered with SEBI, Issuing Services in relation to ASBA, a list of which is
Self-Certified Syndicate
available on the website of SEBI at
Bank(s) or SCSB(s)
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes
“SME exchange” means a trading platform of a recognised stock exchange having
nationwide trading terminals permitted by the SEBI to list the specified securities
SME Exchange
issued in accordance with Chapter IX of SEBI ICDR and includes a stock exchange
granted recognition for this purpose but does not include the Main Board;
Collection Centres where the SCSBs shall accept application forms, a list of which is
Specified Locations
available on the website of the SEBI (www.sebi.gov.in) and updated from time to time.
Sponsor Bank means a Banker to the Issue registered with SEBI which is appointed by
the Issuer to act as a conduit between the Stock Exchanges and NPCI in order to push
Sponsor Bank
the mandate collect requests and / or payment instructions of the retail investors into
the UPI
SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 issued by
SEBI (ICDR) Regulations /
SEBI on September 11, 2018, as amended from time to time, including instructions and
ICDR Regulation / Regulation
clarifications issued by SEBI from time to time.
SEBI Insider Trading The Securities and Exchange Board of India (Prohibition of Insider Trading)

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TERMS DESCRIPTIONS
Regulations Regulations, 2015 as amended, including instructions and clarifications issued by SEBI
from time to time.
SEBI Takeover Regulations or Securities and Exchange Board of India (Substantial Acquisition of Shares and
SEBI (SAST)Regulations Takeover) Regulations, 2011, as amended from time to time.
Securities and Exchange Board of India (Listing Obligations and Disclosure
SEBI Listing Regulations,
Requirements) Regulations, 2015 / Securities and Exchange Board of India (Listing
2015/ SEBI Listing
Obligations and Disclosure Requirements) (Amendment) Regulations, 2020 and as
Regulations/ Listing
amended thereto, including instructions and clarifications issued by SEBI from time to
Regulations/ SEBI (LODR)
time.
The slip or document issued by a member of the Syndicate or an SCSB (only on
Transaction Registration Slip
demand), as the case may be, to the applicants, as proof of registration of the
/TRS
Application
Unified Payments Interface (UPI) is an instant payment system developed by the NPCI.
It enables merging several banking features, seamless fund routing & merchant
UPI 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.
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018,
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI
circular number SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019,
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2020 dated March 30, 2020, SEBI
UPI Circulars circular number SEBI/HO/CFD/DIL2/OW/P/2021/2481/1/M dated March 16, 2021,
SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021,
SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021,
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 05, 2022,
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022,
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and any subsequent
circulars or notifications issued by SEBI in this regard.
ID created on Unified Payment Interface (UPI) for single window mobile payment
UPI ID
system developed by the National Payment Corporation of India (NPCI).
A request (intimating the RIB by way of a notification on the UPI linked mobile
application and by way of an SMS on directing the RIB to such UPI linked mobile
application) to the RIB initiated by the Sponsor Bank to authorise blocking of funds on
the UPI application equivalent to Bid Amount and subsequent debit of funds in case of
Allotment. In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76
dated June 28, 2019 and SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 da
UPI Mandate Request
ted July 26, 2019, Retail Individual Investors Bidding using the UPI Mechanism may
apply through the SCSBs and mobile applications whose names appears on the website
of the SEBI(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes
&int mId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId
=43) respectively, as updated from time to time
The mechanism that was used by an RIB to make a Bid in the Offer in accordance with
UPI Mechanism
the UPI Circulars on Streamlining of Public Issues
UPI PIN Password to authenticate UPI transaction
Underwriters M/s. Finshore Management Services Limited
The Underwriting Agreement dated [●] entered into between our Company and the
Underwriting Agreement
Underwriters.
U.S. Securities Act U.S. Securities Act of 1933, as amended
“Working day” means all days on which commercial banks in Mumbai are open for
business. However, till issue period, working day shall mean all days, excluding
Saturdays, Sundays and public holidays, on which commercial banks in Mumbai are
open for business.
Working Days The time period between the bid/issue closing date and the listing of the specified
securities on the stock exchanges, working day shall mean all trading days of the stock
exchanges, excluding Sundays and bank holidays, as per circulars issued by the SEBI,
as per the SEBI Circular SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016
and in terms of regulation 2(1)(mmm) of SEBI ICDR Regulations 2018.

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Conventional and General Terms

TERMS DESCRIPTIONS
ACIT Assistant Commissioner of Income Tax.
The alternative investment funds, as defined in, and registered with SEBI under the
AIF(s) Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012.
Air Act, 1981 Air (Prevention and Control of Pollution) Act, 1981.
Category I Foreign Portfolio FPIs who are registered as “Category I foreign portfolio investor” under the SEBI FPI
Investor(s) Regulations.
Category II Foreign Portfolio FPIs who are registered as “Category II foreign portfolio investor” under the SEBI FPI
Investor(s) Regulations.
Category III Foreign Portfolio FPIs who are registered as “Category III foreign portfolio investor” under the SEBI
Investor(s) FPI Regulations.
Companies Act, 1956 (without reference to the provisions thereof that have ceased to
Companies Act, 1956 have effect upon notification of the sections of the Companies Act, 2013) along with
the relevant rules made there under.
Companies Act/Companies Companies Act, 2013, to the extent in force pursuant to the notification of sections of
Act, 2013 the Companies Act, 2013, along with the relevant rules made there under.
Competition Act The Competition Act, 2002.
Consolidated FDI Policy dated October 15, 2020, issued by the Department of
Consolidated FDI Policy Industrial Policy and Promotion, Ministry of Commerce and Industry, Government of
India, and any modifications thereto or substitutions thereof, issued from time to time.
CST Act Central Sales Tax Act, 1956.
FCNR Account Foreign currency non-resident account.
FEMA Foreign Exchange Management Act, 1999, read with rules and regulations there under.
Foreign Exchange Management (Transfer or Issue of Security by a Person Resident
FEMA Regulations
Outside India) Regulations 2000.
FII(s) Foreign Institutional Investors as defined under the SEBI FPI Regulations.
Financial Year/ Fiscal/ Fiscal Period of twelve (12) months ended March 31 of that particular year, unless otherwise
Year/F.Y. stated.
Foreign Portfolio Investor or Foreign Portfolio Investors, as defined under the SEBI FPI Regulations and registered
FPI with SEBI under applicable laws in India.
“Fugitive economic offender” shall mean an individual who is declared a fugitive
Fugitive economic offender economic offender under section 12 of the Fugitive Economic Offenders Act, 2018 (17
of 2018)
FVCI Foreign Venture Capital Investor, registered under the FVCI Regulations.
Securities and Exchange Board of India (Foreign Venture Capital Investors)
FVCI Regulations
Regulations, 2000.
Hazardous Wastes (Management, Handling and Trans boundary Movement) Rules,
Hazardous Waste Rules, 2008
2008.
Income Tax Act or the I.T. Act The Income Tax Act, 1961.
New Indian Accounting Standards notified by Ministry of Corporate Affairs on
Ind AS February 16, 2015, applicable from Financial Year commencing April 1, 2016, as
amended.
LLP Act The Limited Liability Partnership Act, 2008.
The sections of the Companies Act, 2013, that have been notified by the Government
Notified Sections
as having come into effect prior to the date of this draft prospectus.
NRE Account Non-resident external account.
NRO Account Non-resident ordinary account.
RBI Act Reserve Bank of India Act, 1934.
SCRA Securities Contracts (Regulation) Act, 1956.
SCRR Securities Contracts (Regulation) Rules, 1957.
SEBI The Securities and Exchange Board of India, constituted under the SEBI Act.
SEBI Act Securities and Exchange Board of India Act, 1992.
Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
SEBI AIF Regulations
2012.
Securities and Exchange Board of India (Foreign Institutional Investors) Regulations,
SEBI FII Regulations
1995.
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations,

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TERMS DESCRIPTIONS
2014.
Securities and Exchange Board of India (Foreign Venture Capital Investors)
SEBI FVCI Regulations
Regulations, 2000.
Securities and Exchange Board of India (Issue of Capital and Disclosure
SEBI (ICDR) Regulations
Requirements) Regulations, 2018, as amended from time to time.
SEBI (LODR) Regulations/ SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
SEBI Listing Regulations amended.
Securities and Exchange Board of India (Substantial Acquisition of Shares and
SEBI Takeover Regulations
Takeovers) Regulations, 2011.
The erstwhile Securities and Exchange Board of India (Venture Capital Funds)
SEBI VCF Regulations
Regulations, 1996.
Securities Act U.S. Securities Act of 1933, as amended.
State Government The government of a state of the Union of India.
STT Securities Transaction Tax.
Sub-accounts registered with SEBI under the SEBI FII Regulations other than sub-
Sub-account
accounts which are foreign corporate or foreign individuals.
Venture Capital Funds as defined and registered with SEBI under the SEBI VCF
VCFs
Regulations.
Water Act, 1974 Water (Prevention and Control of Pollution) Act, 1974.

Technical and Industry related terms

TERMS DESCRIPTIONS
BPM Business Process Management
BU Billion Units
CAGR Compounding Annual Growth Rate
CPI Consumer Price Index
CSO Central Statistics Office’s
DGGI Director General of Goods & Services Tax Intelligence
DIPP Department of Industrial Policy and Promotion
DPIIT Department for Promotion Industry and Internal Trade
DPR Detailed Project Report
EDP Electronic Data Processing
EPFO Employees’ Provident Fund Organisation
ESI Employee State Insurance
EU European Union
FCNR Foreign Currency Non-Resident
FDI Foreign Direct Investment
FY Financial Year
GDP Gross Domestic Product
GST Goods and Service Tax
GVA Gross Value Added
G-sec Government Securities
IBEF India Brand Equity Foundation
IMF International Monetary Fund
IMP/HRS Impression per Hour
INR Indian Rupee Rates
MNC Multinational Corporation
MOU Memorandum of Understanding
MSMEs Micro, Small and Medium Enterprises
MYEA Mid-Year Economic Analysis
NH National Highway
NITI Aayog National Institution for transforming India
NMP National Manufacturing Policy
OMR Optical Marking Recognition
OSA Out Sourcing Agent
PMA Preferential Market Access
PSUs Public Sector Undertaking
RIMS Records and Information Management Services

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TERMS DESCRIPTIONS
RBI Reserve Bank of India
R&D Research and Development
SED Strategic Engineering Division
SEZ Special Economic Zone
SMB Server Message Block
TFA Trade Facilitation Agreement
UPS Uninterrupted Power Supply
US United States
VDP Variable Data Printing
WPI Wholesale Price Index

Abbreviations
TERMS DESCRIPTIONS
₹ or ₹ or Rupees or INR Indian Rupees.
AGM Annual General Meeting.
AS/Accounting Standards Accounting Standards issued by the Institute of Chartered Accountants of India.
A.Y. Assessment year.
BC Before Christ.
BPLR Bank Prime Lending Rate.
BSE BSE Limited.
CARO Companies (Auditor’s Report) Order, 2016 & 2020, as amended
CDSL Central Depository Services (India) Limited.
CEO Chief Executive Officer.
CIN Corporate Identity Number.
CLB Company Law Board.
CrPC Criminal Procedure Code, 1973, as amended.
CSR Corporate Social Responsibility.
DIN Director Identification Number.
DP ID Depository participant’s identification.
ECS Electronic Clearing System.
EBITDA Earnings before Interest, Tax Depreciation and Amortisation.
EGM Extraordinary General Meeting of the Shareholders of the Company.
EPS Earnings Per Share.
ESOS Employee Stock Option Scheme.
FDI Foreign Direct Investment.
FIPB Foreign Investment Promotion Board.
GAAR General anti avoidance rules.
GBP Great Britain Pound.
GIR General index register.
GoI/Government Government of India.
GST Goods & Service Tax
HNI High Net Worth Individual.
HUF Hindu Undivided Family.
ICAI Institute of Chartered Accountants of India.
IFRS International Financial Reporting Standards.
Indian GAAP Generally Accepted Accounting Principles in India.
ISO International Organization for Standardization.
IT Act The Income Tax Act, 1961, as amended.
IT Rules The Income Tax Rules, 1962, as amended.
JV Joint Venture.
MCA Ministry of Corporate Affairs, Government of India.
MoU Memorandum of Understanding.
N.A. Not Applicable.
Net asset value being paid up equity share capital plus free reserves (excluding reserves
created out of revaluation) less deferred expenditure not written off (including
NAV/Net Asset Value
miscellaneous expenses not written off) and debit balance of profit and loss account,
divided by number of issued Equity Shares.
NECS National Electronic Clearing Services.

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TERMS DESCRIPTIONS
NEFT National Electronic Fund Transfer.
NoC No Objection Certificate.
No. Number.
NR Non-Resident.
NSDL National Securities Depository Limited.
NSE National Stock Exchange of India Limited
NTA Net Tangible Assets.
p.a. Per annum.
PAN Permanent Account Number.
PAT Profit After Tax.
PBT Profit Before Tax.
PCB Pollution Control Board.
P/E Ratio Price per Earnings Ratio.
Pvt. Private.
RBI Reserve Bank of India.
RoC Registrar of Companies.
RONW Return on Net Worth.
RTGS Real Time Gross Settlement.
SCN Show Cause Notice.
SCSB Self-Certified Syndicate Bank.
SME Small and Medium Enterprises
STT Securities Transaction Tax
TAN Tax Deduction Account Number
TIN Taxpayers Identification Number
UIN Unique Identification Number.
US United States.
VAT Value Added Tax.
w.e.f. With effect from
YoY Year on Year.
The words and expressions used but not defined in this draft prospectus will have the same meaning as assigned to such
terms under the Companies Act, the Securities and Exchange Board of India Act, 1992 (the “SEBI Act”), the SCRA, the
Depositories Act and the rules and regulations made thereunder.

Notwithstanding the foregoing, the terms defined -

a) In the section titled “Description of Equity Shares and Terms of the Articles of Association” beginning on page 294
of this draft prospectus, shall have the meaning given to such terms in that section;
b) In the chapter titled “Financial Statements as Restated” beginning on page 193 of this draft prospectus, shall have the
meaning given to such terms in that chapter;
c) In the section titled “Risk Factors” beginning on page 21 of this draft prospectus, shall have the meaning given to
such terms in that section;
d) In the chapter titled “Statement of Possible Tax Benefits” beginning on page 94 of this draft prospectus, shall have
the meaning given to such terms in that chapter; and
e) In the chapter titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on page 231 of this draft prospectus, shall have the meaning given to such terms in that chapter.

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CERTAIN CONVENTIONS, USE OF FINANCIAL, INDUSTRY & MARKET DATA, AND

CURRENCY PRESENTATION

CERTAIN CONVENTIONS

Unless otherwise specified or the context otherwise requires, all references to “India” in this draft prospectus are to the
Republic of India.

Unless stated otherwise, all references to page numbers in this draft prospectus are to the page numbers of this draft
prospectus.

In this draft prospectus, the terms “the Company”, “our Company”, “Issuer”, “Issuer Company”, “Sylvan”, “SPIL”, and
“Sylvan Plyboard (India) Limited” unless the context otherwise indicates or implies, refers to “Sylvan Plyboard (India)
Limited”.

In this draft prospectus, the terms “we”, “us”, “our”, unless the context otherwise indicates or implies, refers to our
Company together with our Subsidiaries, Associates and Group Companies, if any.

In this draft prospectus, unless the context otherwise requires, all references to one gender also refers to another gender and
the word “Lac / Lakh” means “one hundred thousand”, the word “million (mn)” means “Ten Lacs / Lakhs”, the word
“Crore” means “ten millions” and the word “billion (bn)” means “one hundred crores”. In this draft prospectus, any
discrepancies in any table between total and the sum of the amounts listed are due to rounding-off.

FINANCIAL DATA

Unless stated otherwise, the financial information in this draft prospectus are extracted from the restated Financial
Statements of our Company for the nine months period ended 31st December 2023 and for the financial Years ended on 31st
March 2023, 31st March 2022 and 31st March 2021, prepared in accordance with Indian GAAP and the Companies Act,
and restated in accordance with the SEBI (ICDR) Regulations, as stated in the report of our Peer Reviewed Auditor, set out
in the section titled “Financial Statements as Restated” beginning on page no 193 of this draft prospectus. Our restated
financial statements are derived from our audited financial statements prepared in accordance with Indian GAAP and the
Companies Act and have been restated in accordance with the SEBI (ICDR) Regulations.

Our fiscal year commences on 1st April of each year and ends on 31st March of the next year. All references to a particular
fiscal year are to the 12 months period ended 31st March of that year. In this draft prospectus, any discrepancies in any
table between the total and the sums of the amounts listed are due to rounding-off. All decimals have been rounded off to
two decimal points.

There are significant differences between Indian GAAP, Ind AS, IFRS and U.S. GAAP. Our Company has not attempted
to explain those differences or quantify their impact on the financial data included herein, and the investors should consult
their own advisors regarding such differences and their impact on the financial data. Accordingly, the degree to which the
restated financial statements included in the draft 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 on the financial disclosures presented in the draft prospectus should accordingly be limited.

Unless otherwise indicated, any percentage amounts, as set forth in this draft prospectus, including in the Sections titled
“Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on page no. 21, 126, and 231 respectively, have been calculated on the basis of the restated audited
financial statements of our Company included in this draft prospectus.

CURRENCY AND UNITS OF PRESENTATION

All references to “Rupees”, “Rs.”, “INR” or “₹” are to Indian Rupees, the official currency of the Republic of India. All
references to “£” or “GBP” are to Great Britain Pound, the official currency of the United Kingdom. All references to “$”,
“US$”, “USD”, “U.S. $” or “U.S. Dollars” are to United States Dollars, the official currency of the United States of
America

Our Company has presented certain numerical information in this draft prospectus in “Lakh” units. One lakh represents
1,00,000. In this draft prospectus, any discrepancies in any table between the total and the sums of the amounts listed
therein are due to rounding-off.

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Draft Prospectus

All references to ‘million’ / ‘Million’ / ‘Mn’ refer to one million, which is equivalent to ‘ten lacs’ or ‘ten lakhs’, the word
‘Lacs / Lakhs / Lac’ means ‘one hundred thousand’ and ‘Crore’ means ‘ten million and ‘billion / bn./ Billions’ means ‘one
hundred crores’

INDUSTRY AND MARKET DATA

Unless stated otherwise, industry and market data used throughout this draft prospectus has been derived from Ministry of
Statistics and Programme Implementation (MOSPI), RBI, Press Information Bureau, Department of Industrial Policy &
Promotion, Department for Promotion of Industry and Internal Trade, India Brand Equity Foundation (IBEF) and industry
publications etc. Industry 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, we believe that the industry and market data used in this draft prospectus is
reliable, neither we nor the Lead Manager nor any of their respective affiliates or advisors have prepared or verified it
independently. The extent to which the market and industry data used in this draft prospectus is meaningful depends on the
reader’s familiarity with and understanding of the methodologies used in compiling such data.

Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various factors,
including those discussed in the Section titled “Risk Factors” beginning on page no. 21 of this draft prospectus.
Accordingly, investment decisions should not be based on such information.

EXCHANGE RATES

This draft 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 December 31, As on March 31, As on March 31, As on March 31,

2023 2023 2022 2021
1 USD 83.12 82.22 75.81 73.50
Note: If the reference rate is not available on a particular date due to a public holiday, exchange rates of the previous
Working Day has been disclosed. The reference rates are rounded off to two decimal places.
# Source: www.fbil.org.in

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FORWARD-LOOKING STATEMENTS

The Company has included statements in this draft prospectus which contain words or phrases such as “may”, “will”,
“aim”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “seek to”, “future”, “objective”,
“goal”, “project”, “should”, “potential” and similar expressions or variations of such expressions, that are or may be
deemed to be forward looking statements.

All statements regarding the expected financial condition and results of operations, business, plans and prospects are
forward-looking statements. These forward-looking statements include statements as to the business strategy, the revenue,
profitability, planned initiatives. These forward-looking statements and any other projections contained in this draft
prospectus (whether made by us or any third party) are predictions and involve known and unknown risks, uncertainties
and other factors that may cause the actual results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such forward-looking statements or other projections.
Important factors that could cause actual results, performance or achievements to differ materially include, but are not
limited to, those discussed under the Section titled “Risk Factors”; “Industry Overview”; “Our Business”; and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”; beginning on page no. 21,
97, 126 and 231, respectively, of this draft prospectus.

The forward-looking statements contained in this draft prospectus are based on the beliefs of our management, as well as
the assumptions made by and information currently available to our management. Although we believe that the
expectations reflected in such forward-looking statements are reasonable at this time, we cannot assure investors that such
expectations will prove to be correct. Given these uncertainties, investors are cautioned not to place undue reliance on such
forward-looking statements. If any of these risks and uncertainties materializes, or if any of the underlying assumptions
prove to be incorrect, the actual results of operations or financial condition could differ materially from that described
herein as anticipated, believed, estimated or expected. All subsequent written and oral forward-looking statements
attributable to us are expressly qualified in their entirety by reference to these cautionary statements.

Certain important factors that could cause actual results to differ materially from our Company’s expectations include, but
are not limited to, the following:
• Changes in laws and regulations relating to the Sectors in which we operate;
• Emergence of alternate products which may be technologically advanced and our inability to keep pace with the
change
• Political instability or changes in the Government in India or in the government of the states where we operate
could cause us significant adverse effects;
• Our dependence on limited number of customers/suppliers/brands for a significant portion of our revenues;
• Any failure to comply with the financial and restrictive covenants under our financing arrangements;
• Our ability to retain and hire key employees or maintain good relations with our workforce;
• Impact of any reduction in sales of our products;
• Increased competition in industries/sector in which we operate;
• Our ability to expand our geographical area of operation;
• General economic and business conditions in India and in the markets in which we operate and in the local,
regional and national economies;
• Failure to obtain any applicable approvals, licenses, registrations and permits in a timely manner;
• Occurrence of natural or man-made disasters could adversely affect our results of operations and financial
condition;
• Our inability to successfully diversify our product offerings may adversely affect our growth and negatively
impact our profitability; and
• COVID-19 pandemic and similar circumstances

By their nature, certain market risk disclosures are only estimates and could be materially different from what actually
occurs in the future. As a result, actual future gains or losses could materially differ from those that have been estimated.
Our Company, the Lead Manager, or their respective affiliates do not have any obligation to, and do not intend 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 and the Lead Manager will ensure that investors are informed of material developments until the time of the
grant of final listing and trading permissions with respect to Equity Shares being issued in this Issue, by the Stock
Exchanges. Our Company will ensure that investors are informed of material developments in relation to statements about
our Company in this draft prospectus until the Equity Shares are allotted to the investors.

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Draft Prospectus

SECTION II: SUMMARY OF DRAFT PROSPECTUS

SUMMARY OF DRAFT PROSPECTUS

(A) PRIMARY BUSINESS OF OUR COMPANY AND THE INDUSTRY IN WHICH IT OPERATES:

❖ Primary Business of Our Company:

Incorporated in the year 2002, Sylvan Plyboard (India) Limited is engaged into manufacturing of various wood
products such as plywood, block board, flush door, veneer and sawn timber across various grades and thickness.
The company operates a manufacturing facility that is equipped with the latest machinery and technology situated
at NH-2, Delhi Road, Champsara, Chinnamore, Baidyabati, Hooghly- 712222, West Bengal, which is spread over
an area of approx. 11.61 acres (5,05,732 sq. ft.).

Our Company markets its products under the brand name of “Sylvan”, through its network of Authorized Dealers
and Authorized Sub Dealers. As on the date of this Draft Prospectus, our Company has 223 Authorized Dealers
present across 13 states.

(For Detailed information on our business, please refer to chapter titled “Our Business” beginning from page no.
126 of this draft prospectus.)

❖ Summary of the industry in which our Company operates:

India’s tropical plywood production is based largely on imported tropical logs and has also expanded significantly
over the last decade, growing year-on-year between 2016 and 2019 and amounting to 10 million m3 in 2019.
Production has moderated at 10.0 million m3 annually between 2019 and 2022. India’s tropical plywood
production typically uses species such as: keruing (gurjan) from Myanmar for face veneer; balau, merbau and
keruing from Malaysia; teak from Myanmar and other suppliers; and domestic plantation species for core veneer.
With log export restrictions implemented in most Southeast Asian supplying countries, Indian plywood
manufacturers continue to face difficulties in securing raw material along with reduced availability and rising
costs of log imports from other supplying countries, intensified by a weakening currency in 2022 and early 2023,
and rising costs of labour. In response to these issues, Indian manufacturers have increased log imports from other
suppliers (particularly PNG, the Solomon Islands and African suppliers) as well as importing gurjan veneer from
Lao PDR and okoumé veneer from Gabon, where a number of Indian companies have invested in veneer
production facilities. In 2023, plywood manufacturers have reported cuts in production in response to limited raw
material supplies and increased input prices, particularly resin, with plywood mills reporting competition for raw
materials with new MDF and particleboard plants.

India’s tropical plywood consumption has remained relatively stable over the last five years and totalled 10.0
million m3 in 2021 and 2022. As a proportion of India’s total panel consumption, plywood consumption is
relatively high (about 78 percent) although MDF and particleboard are reportedly increasing their market share.
The Indian plywood market is primarily driven by construction activity and the home furnishing sector. Growth in
consumer disposable income levels along with rising expenditure on home décor has supported demand for wood-
based panels, including plywood57, boosted by a government policy shift to demand-side stimulus and more
public investment. Although air pollution had slowed construction activity in late 2022, weakening the demand
for plywood, later improvements in air quality had allowed construction work to resume and had lifted demand
for plywood. In 2023, demand for plywood is expected to be boosted by the product’s acceptance for use in tier 3
and rural markets as a cost-effective alternative to traditional wood shuttering.

(For further detailed information, please refer to chapter titled “Industry Overview” beginning from page no. 97
of this draft prospectus.)

(B) NAME OF THE PROMOTERS OF OUR COMPANY:

(i) M/s. Singh Suppliers Private Limited and (ii) Mr. Anand Kumar Singh are the promoters of our company.

(For further details, please refer chapter “Our Promoters and Promoters Group” beginning from page no. 181
of this draft prospectus.)

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(C) SIZE OF THE ISSUE:

Initial Public issue of 51,00,000 equity shares of face value of ₹10/- each (“Equity Shares”) of Sylvan Plyboard
(India) Limited (“The Company” or “The Issuer”) for cash at a price of ₹55/- per equity share (“The Issue
Price”), aggregating to ₹ 2,805.00 Lakhs (“The Issue”), of which 2,56,000 equity shares of face value of ₹10/-
each for cash at a price of ₹55/- per equity share, aggregating to ₹ 140.80 lakhs will be reserved for subscriptions
by the Market Maker to the issue (The “Market Maker Reservation Portion”). The issue less market maker
reservation portion i.e., Issue of 48,44,000 equity shares of face value of ₹10/- each for cash at a price of ₹55/- per
equity share, aggregating to ₹2,664.20 lakhs is here-in after referred to as the “Net Issue”. The issue and the net
issue will constitute 26.32% and 25.00% respectively of the post issue paid up equity share capital of the
company.

(D) OBJECTS OF THE ISSUE:

Our Company proposes to utilize the funds which are being raised through this Issue towards the below
mentioned objects:
₹ in lakhs
Amount to be
Sr. Estimated % of total
Particulars financed from
No. Amount issue size
Issue Proceeds
Funding Capital Expenditure towards purchase
A 371.34 13.24% 371.34
of additional plant and machinery
B Working Capital Requirements 1,693.46 60.37% 1,693.46
C Issue Related Expenses 310.20 11.06% 310.20
D General Corporate Expenses 430.00 15.33% 430.00
Total IPO Proceeds 2,805.00 100.00% 2,805.00

For further details, please refer chapter “Objects of the Issue” beginning from page no. 81 of this draft
prospectus.

(E) PRE-ISSUE SHAREHOLDING OF OUR PROMOTERS AND PROMOTERS GROUP AS ON THE

DATE OF THIS DRAFT PROSPECTUS:

Pre-Issue Shareholding
Particulars
Number of Shares Percentage holding
Promoters
M/s Singh Suppliers Private Limited 1,03,75,715 72.69%
Anand Kumar Singh 1,24,515 0.87%
Total Promoters Shareholding (A) 1,05,00,230 73.56%
Promoter Group
Jai Prakash Singh 22,85,100 16.01%
Shakuntala Singh 8,19,600 5.74%
Anand Kumar Singh (HUF) 2,16,000 1.51%
Kalyani Singh 1,95,000 1.37%
Jai Prakash Singh (HUF) 1,56,900 1.10%
Prithvi Singh 73,500 0.51%
Total Promoters Group Shareholding (B) 37,46,100 26.24%
Total Promoters & Promoters Group (A+B) 1,42,46,330 99.80%

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(F) SUMMARY OF RESTATED FINANCIAL STATEMENTS:

(₹ in Lakhs)
Particulars 31-12-2023 31-03-2023 31-03-2022 31-03-2021
Total Share Capital 1,427.48 929.64 909.21 909.21
Total Net Worth 9,456.77 8,811.78 8,283.26 7,977.95
Total Revenue 16,193.24 19,915.32 17,292.63 11,028.91
Profit After Tax 447.98 352.85 305.31 37.09
Face Value per equity shares 10/- 10/- 10/- 10/-
Earnings Per Share (Basic & Diluted)
3.14 3.80 3.36 0.41
(As per Restated financials)
Earnings Per Share (Basic & Diluted)
(after giving retrospective effect of Bonus) 3.14 2.53 2.24 0.27
(As per Restated financials)
Net Asset Value per equity share
66.25 94.79 91.10 87.75
(As per Restated financials)
Net Asset Value per equity share
(after giving retrospective effect of Bonus) 66.25 63.19 60.74 58.50
(As per Restated financials)
Total Borrowings (Fund based) 6,454.53 5,500.55 4,579.24 4,701.16
(For further details, please refer chapter “Capital Structure” and “Financial Statements as Restated” beginning
from page no. 60 and 193 respectively of this draft prospectus.)

(G) AUDITOR QUALIFICATIONS WHICH HAVE NOT BEEN GIVEN EFFECT TO IN THE RESTATED
FINANCIAL STATEMENTS:

The auditor report of Restated Financial Information of Sylvan Plyboard (India) Limited, for the Nine months
ended December 31, 2023 and financial years ended March 31, 2023, March 31, 2022 and March 31, 2021 does
not contain any qualifications which have not been given effect in the restated financial statements. (For further
details, please refer chapter “Financial Statements as Restated” beginning from page no. 193 of this draft
prospectus.)

(H) SUMMARY OF OUTSTANDING LITIGATIONS:

A summary of legal and other proceedings is given below:

Name of Entity Criminal Tax Statutory Disciplinary Material Other Aggregate

Proceedings Proceedings or actions by Civil Pending amount
Regulatory the SEBI or Litigations Litigations/ involved
Proceedings Stock Actions (₹ in lakhs)
Exchanges
against our
Promoters
Company
By the Company 5 NIL NIL NIL NIL 2 133.62
Against the Company NIL 4 NIL NIL NIL NIL 1.70
Directors
By the Directors NIL NIL NIL NIL NIL NIL NIL
Against the Directors NIL NIL NIL NIL NIL NIL NIL
Promoters
By the Promoters NIL NIL NIL NIL NIL NIL NIL
Against the Promoters NIL NIL NIL NIL NIL NIL NIL
Group Companies
By the Group Companies 1 NIL NIL NIL NIL 1 1.57
Against Group Companies NIL NIL NIL NIL NIL NIL NIL

For further details, please refer chapter “Outstanding Litigation and Material Developments” beginning from
page no. 239 of this draft prospectus.

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(I) CROSS REFERENCE TO THE SECTION TITLED RISK FACTORS:

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 investment. Investors are advised to read
the risk factors carefully before taking an investment decision in this offering. For taking an investment decision,
investors must rely on their own examination of our Company and the Issue including the risks involved. The
Equity Shares offered in the Issue have neither been recommended nor approved by Securities and Exchange
Board of India nor does Securities and Exchange Board of India guarantee the accuracy or adequacy of this draft
prospectus.

(For the details pertaining to the internal and external risk factors relating to the Company, kindly refer to the
chapter titled “Risk Factors” beginning on page no. 21 of this draft prospectus.)

(J) SUMMARY OF CONTINGENT LIABILITIES:

As per restated financial statements, the company has contingent liabilities towards Counter Guarantee to Bank
and Custom Demand to the tune of ₹ 75.18 Lakhs as on December 31, 2023.

(For further details, please refer chapter “Financial Statements as Restated” beginning from page no. 193 of this
draft prospectus.)

(K) SUMMARY OF RELATED PARTY TRANSACTIONS FOR LAST 3 YEARS:

(₹ in Lakhs)
Particulars 31-12-2023 31-03-2023 31-03-2022 31-03-2021
Directors Remuneration 43.00 48.00 48.00 48.00
Commission on Sale - - - 3.32
Rent Paid 21.27 19.80 29.94 27.86
Rent Received - - 0.28 1.14
Salary - 6.00 6.00 1.50
Security Deposit - - - 10.00
Sales - - 2.78 0.04
Advance against Sales - 474.00 - -
Purchase of Machinery - 1.80 0.28 -
Sale of Machinery - 20.00 5.60 0.09

For details pertaining to Related Party Transactions, kindly refer to the chapter titled “Financial Statements as
Restated – Related Party Transactions” beginning on page no. 222 of this draft prospectus

(L) DETAILS OF FINANCING ARRANGEMENT:

There are no financing arrangements whereby the promoters, member of promoter group, the directors of the
company which is a promoter of the issuer, the directors of our company and their relatives have financed the
purchase by any other person of securities of our Company other than in the normal course of the Business of the
financing entity during the period of six months immediately preceding the date of filing of this draft prospectus.

(M) WEIGHTED AVERAGE PRICE AT WHICH EQUITY SHARES WAS ACQUIRED BY OUR
PROMOTERS IN THE LAST ONE YEAR FROM THE DATE OF THIS DRAFT PROSPECTUS:

No. of Shares
Sl. Acquired Weighted Average Price
Name of the Promoter Consideration
No. during last one (In ₹ per Equity Share)
Year
1 M/s Singh Suppliers Private Limited 36,35,754 1,57,01,016 4.32
2 Anand Kumar Singh 84,515 39,99,930 47.33
(The Equity Shares of the Company as mentioned above were acquired by way of rights issue and bonus issue)

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(N) AVERAGE COST OF ACQUISITION OF EQUITY SHARES FOR PROMOTERS:

Sl. No. of Equity Shares Avg. Cost of Acquisition

Name of the Promoter
No. Held (In ₹ per Equity Share)
1 M/s Singh Suppliers Private Limited 1,03,75,715 15.16
2 Anand Kumar Singh 1,24,515 46.58
The average cost of acquisition of Equity Shares by our Promoters has been calculated by taking into account the
amount paid by them to acquire, by way of fresh issuance or transfer or bonus issue and shares received as gift
etc. less amount received by them for the sale of Equity Shares through transfer, if any and the net cost of
acquisition has been divided by total number of shares held as on date of the draft prospectus.

(O) DETAILS OF PRE-IPO PLACEMENT:

Our Company has not proposed any Pre-IPO placement from the date of this draft prospectus till the listing of the
Equity Shares.

(P) DETAILS OF ISSUE OF EQUITY SHARES FOR CONSIDERATION OTHER THAN CASH IN THE
LAST ONE YEAR FROM THE DATE OF THIS DRAFT PROSPECTUS:

Number of Issue Benefit

Date of Reason for Name of
Equity Shares Price Consideration accruing to the
Allotment Allotment the Allottee
allotted (In ₹) company
Capitalization of
30-12-2023 47,58,277 N/A Nil Bonus Issue #
reserves
# For further details pertaining to Issue of Equity Shares for consideration other than cash, kindly refer to the
chapter titled “Capital Structure” beginning on page no. 60 of this draft prospectus.

(Q) DETAILS OF SPLIT/CONSOLIDATION OF OUR EQUITY SHARES IN THE LAST ONE YEAR
FROM THE DATE OF THIS DRAFT PROSPECTUS:

Our Company has not undertaken any split or consolidation of Equity Shares in the last one year till the date of
this draft prospectus.

(R) EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY,
GRANTED BY SEBI

The Company has not sought for any exemptions from complying with any provisions of securities laws.

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Draft Prospectus

SECTION III: RISK FACTORS

RISK FACTORS

Any investment in equity securities involves a high degree of risk. Investor should carefully consider all the information in
this Draft Prospectus, including the risks and uncertainties described below, before making an investment in our Equity
Shares. To obtain a more complete understanding, you should read this section together with Sections titled, Our
Business, and Management’s Discussion and Analysis of Financial Condition and Results of Operations beginning on
page no. 126 and 231 respectively, as well as the other financial and statistical information contained in this Draft
Prospectus.

Any of the following risks, as well as the other risks and uncertainties discussed in this Draft Prospectus, could have an
adverse effect on our business, financial condition, results of operations and prospects and could cause the trading price of
our Equity Shares to decline, which could result in the loss of all or a part of your investment. The risks and uncertainties
described in this section are not the only risks that we may face. Additional risks and uncertainties not known to us or that
we currently believe to be immaterial may also have an adverse effect on our business, results of operations, financial
condition and prospects.

This Draft Prospectus contains forward-looking statements that involve risks and uncertainties. Our actual results could
differ materially from those anticipated in these forward-looking statements because of certain factors, including the
considerations described below and elsewhere in this Draft Prospectus.

The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk
factors mentioned below. However, there are certain risk factors where the effect is not quantifiable and hence has not
been disclosed in such risk factors. You should not invest in this Issue unless you are prepared to accept the risk of losing
all or part of your investment, and you should consult your tax, financial and legal advisors about the consequences to you
of an investment in the Equity Shares.

The financial information in this section is, unless otherwise stated, derived from our Restated Financial Statements
prepared in accordance with Indian AS, as per the requirements of the Companies Act, 2013, and SEBI (ICDR)
Regulations.

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

1. Some risks may not be material individually but may be material when considered collectively.
2. Some risks may have material impact qualitatively instead of quantitatively.
3. Some risks may not be material at present but may have a material impact in the future.

Business Related
Internal Risk
Risk Factors

Issue Related

Industry Related
External Risk
Other Risk

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INTERNAL RISK FACTORS

A. Business Related Risks

1. Our Company, Directors, Promoters and Group Companies are parties to certain legal proceedings. Any adverse
decision in such proceedings may have a material adverse effect on our business, results of operations and
financial condition.

Our Company, Directors, Promoters and Group Companies are parties to certain legal proceedings. These legal
proceedings are pending at different levels of adjudication before various courts and forums. Mentioned below are the
details of the proceedings involving our Company, Directors, Promoters and Group Companies as on the date of this
Draft Prospectus along with the amount involved, to the extent quantifiable.

Name of Entity Criminal Tax Statutory Disciplinary Material Other Aggregate

Proceedings Proceedings or actions by Civil Pending amount
Regulatory the SEBI or Litigations Litigations/ involved
Proceedings Stock Actions (₹ in lakhs)
Exchanges
against our
Promoters
Company
By the Company 5 NIL NIL NIL NIL 2 133.62
Against the Company NIL 4 NIL NIL NIL NIL 1.70
Directors
By the Directors NIL NIL NIL NIL NIL NIL NIL
Against the Directors NIL NIL NIL NIL NIL NIL NIL
Promoters
By the Promoters NIL NIL NIL NIL NIL NIL NIL
Against the Promoters NIL NIL NIL NIL NIL NIL NIL
Group Companies
By the Group Companies 1 NIL NIL NIL NIL 1 1.57
Against the Group Companies NIL NIL NIL NIL NIL NIL NIL
Note: The amount mentioned above may be subject to additional interest, rates or Penalties being levied by the
concerned authorities for delay in making payment or otherwise.

For further details, please refer chapter “Outstanding Litigation and Material Development” beginning from page no.
239 of this Draft Prospectus. Further, in addition to that, there could be other litigations & claims filed against the
Company, Directors & Promoters which the Company may not be aware of as on the date of this Draft Prospectus.

There can be no assurance that these litigations will be decided in favour of our Company, Directors, Promoters and
Group Companies, respectively, and consequently it may divert the attention of our management and Promoter and
waste our corporate resources and we may incur significant expenses in such proceedings and may have to make
provisions in our financial statements, which could increase our expenses and liabilities. If such claims are determined
against us, there could be a material adverse effect on our reputation, business, financial condition and results of
operations. For the details of the cases please refer the chapter titled “Outstanding Litigations and Material
Developments” on page 239 of this Draft Prospectus.

2. If we are unable to successfully implement our proposed expansion plans; our results of operations and financial
condition could be adversely affected.

Our Company is planning to build scale and expand its production capacity. From the Net Proceeds of the Issue, we
will be deploying funds for purchase of additional plant and machinery. These expansion plans and business growth
could strain our managerial, operational and financial resources. Our ability to manage future growth will depend on
our ability to continue to implement and improve operational, financial and management information systems on a
timely basis and to attract, expand, train, motivate, retain and manage our workforce.

We cannot assure you that our personnel, systems, procedures and controls will be adequate to support our future
growth. Failure to effectively manage our expansion may lead to increased costs and reduced profitability and may
adversely affect our growth prospects. Any of these factors may cause us to delay, modify or forego some or all
aspects of our expansion plans. Further, there can be no assurance that we will be able to execute our strategies on

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time and within the budget estimated by the Company. In addition, our expansion plans have not been appraised by
any independent or third-party agency, and accordingly, in the absence of such independent appraisal, our expansion
plans may be subject to change based on various factors which are beyond our control.

3. Our Company is yet to place orders for the machinery for the expansion of the Manufacturing Facility. Any delay
in placing orders or procurement of such machinery may delay the schedule of implementation and possibly
increase the cost of commencing operations.

Our Company has received third party quotations for the machinery proposed to be installed at our Manufacturing
Facility situated at NH-2, Delhi Road, Champsara, Chinnamore, Baidyabati, Hooghly- 712222, West Bengal, India.
Although, we have identified the type of machinery proposed to be purchased from the Net Proceeds, we are yet to
place orders for the proposed machinery amounting to ₹ 371.34 lakhs. The cost of the proposed purchase of machinery
is based on the quotations received from third party vendors and contractors and such quotations are valid for a certain
period of time and may be subject to revisions, and other commercial and technical factors. For details, please refer to
the chapter titled “Objects of the Issue” beginning on page 81 of this Draft Prospectus.

We cannot assure that we will be able to procure the machinery in a timely manner and at the same price at which the
quotations have been received. In the event of any delay in placing the orders, or an escalation in the cost of
acquisition of the equipment or in the event the vendors are not able to provide the equipment in a timely manner, or at
all, we may encounter time and cost overruns in expanding the capacity of the Manufacturing Facility. Further, if we
are unable to procure machinery from the vendors from whom we have procured quotations, we cannot assure you that
we may be able to identify alternative vendors to provide us with the machinery which satisfy our requirements at
acceptable prices. Our inability to procure the machinery at acceptable prices or in a timely manner, may result in an
increase in capital expenditure, the proposed schedule implementation and deployment of the Net Proceeds may be
extended or may vary accordingly, thereby resulting in an adverse effect on our business, prospects and results of
operations.

4. The availability of look-alikes, counterfeit products, primarily in our domestic markets, manufactured by other
companies and passed off as our products, could adversely affect our goodwill and results of operations.

We are exposed to the risk that certain entities in India where our products are marketed, could pass off their products
as ours to create look alike and counterfeit products. For example, certain entities could create spurious and pirated
products. The measures we take to protect our brands and other intellectual property include relying on Indian laws
and initiating legal proceedings, may not be adequate to prevent unauthorised use of them by third parties.
Furthermore, the application of laws governing intellectual property rights in India is uncertain and evolving and could
involve substantial risks to us. Detecting and protecting against the unauthorised use of our products, technology and
proprietary rights is expensive, difficult and, in some cases, impossible. The proliferation of unauthorised copies of our
products, and the time lost in defending claims and complaints about spurious products could decrease the revenue we
receive from our products and have a material adverse effect on our reputation, business, financial condition and
results of operations.

5. Our Company maintains high level of inventory for uninterrupted production activities.

Our inventory for the nine months ended December 31, 2023 and for the financial year ended March 31, 2023, March
31, 2022 and March 31, 2021 were ₹ 13,208.33 lakhs, ₹ 13,161.76 lakhs, ₹ 10,656.54 lakhs and ₹ 10,516.10 lakhs
respectively. While our Revenue from Operations during the Fiscal 2022-23 was ₹ 19,807.26 Lakhs implying an
inventory turnover ratio of 1.66. Our requirement of maintaining inventory is high when compared to our peers in the
same industry. Maintaining such high level of inventory requires extensive investments in working capital and strains
our financial resources. Further, stocking high inventory may also lead to risks of scrapping of raw material, decay due
to time, wear and tear. While we believe, we do maintain optimum level of inventory in consideration to our
production level, our major portion of inventory is towards stocking of timber logs which are high value items. We
continue to assess and maintain inventory level strategically giving importance to both operational and financial
performance.

The results of operations of our business are also dependent on our ability to effectively manage our inventory and
stocks. To effectively manage our inventory, we must be able to accurately estimate customer demand and supply
requirements and manufacture new inventory accordingly. If our management has miscalculated expected customer
demand it could adversely impact the results by causing either a shortage of products or an accumulation of excess
inventory. Further, if we fail to sell the inventory we manufacture, we may be required to write-down our inventory or
pay our suppliers without new purchases or create additional vendor financing, which could have an adverse impact on
our income and cash flows.

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6. Our cost of production is exposed to fluctuations in the prices of raw material prices, particularly Timber.

The industry that we operate in is exposed to fluctuations in the prices of Timber and we may be unable to control
factors affecting the price directly or indirectly at which we procure our raw material, particularly as we typically do
not enter into any supply agreements with our suppliers and our major requirement is met in the spot market. We may
at times also face the risks associated with compensating for or passing on such increase in our cost of production on
account of such fluctuations in prices to our customers. Particularly, we face the risk of our products becoming
unaffordable for a particular segment of demography, if we pass on the increase in the cost of production to our
customers through a corresponding increase in the price of our products in order to maintain our historical margins.
Upward fluctuations in the prices of raw material may thereby affect our margins directly or indirectly and thereby
have a direct bearing on our profitability, resulting in a material adverse effect on our business, financial condition and
results of operations.

7. Our Company had negative cash flow in recent fiscals, details of which are given below. Sustained negative cash
flow could adversely impact our business, financial condition and results of operations.

The detailed break up of cash flows is summarized in below mentioned table and our Company has reported negative
cash flow in certain financial years:
₹ in lakhs
Particulars 31-12-2023 31-03-2023 31-03-2022 31-03-2021
Net cash generated/(used) from operating activities 884.11 (208.28) 1,102.35 498.98
Net Cash generated/(used) from investing activities (27.38) (411.37) (272.20) 530.14
Net Cash generated/(used) from financing activities (299.25) (781.87) (536.59) 308.42
Net increase/(decrease) in cash and cash
557.48 (1,401.53) 293.56 1,337.55
equivalents

There can be no assurance that our net cash flows shall be positive in the future. Any negative cash flows in the future
over extended periods, or significant negative cash flows in the short term, could materially impact our ability to
operate our business and implement our growth plans. As a result, our cash flows, business, future financial
performance and results of operations could be materially and adversely affected. For further details, see “Financial
Statements as Restated” beginning on page 193 of this Draft Prospectus.

8. The average cost of acquisition of Equity Shares by our Promoters is lower than the Issue Price.

Our Promoters average cost of acquisition of Equity Shares in our Company is lower than the Issue Price of the shares
proposed to be offered through this draft prospectus. For Details regarding average cost of acquisition of Equity
Shares by our Promoters in our Company, please refer the table below:

No. of Equity Shares Avg. Cost of Acquisition

Name of the Promoter
Held (In ₹ per Equity Share)
Singh Suppliers Private Limited 1,03,75,715 15.16
Anand Kumar Singh 1,24,515 46.58

9. We have issued Equity Shares in the last 12 (twelve) months at a price which is lower than the Issue Price.

During the last 12 (twelve) months, we have issued Equity Shares at a price that is lower than the Issue Price, as set
forth below.

Date of Issue No. of Equity Shares Face Value Issue Price Nature of Allotment
(₹) (₹)
30-12-2023 47,58,277 10.00 - Bonus Issue

The price at which Equity Shares have been issued by our Company in the immediately preceding one year is not
indicative of the Issue Price at which the Equity Shares shall be issued and traded (subsequent to listing). For further
details regarding such allotments, see “Capital Structure” on page 60 of this Draft Prospectus.

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10. Our Group Companies have incurred losses in the past and may incur losses in the future.

Our Group Companies have incurred losses in the preceding three fiscals. The details of profit/loss of such Group
entities for the preceding three fiscals are as follows:

M/s. Singh Suppliers Private Limited ₹ in lakhs

Particulars 31-03-2023 31-03-2022 31-03-2021
Total Turnover 84.11 10.06 19.36
Profit after Tax (0.04) (4.17) 10.02

M/s. Silvertoss Industries Private Limited ₹ in lakhs

Particulars 31-03-2023 31-03-2022 31-03-2021
Total Turnover 3,747.19 2,987.58 4,438.12
Profit after Tax (581.52) (498.09) (745.97)

M/s. Shree Krishna Timber Co Private Limited ₹ in lakhs

Particulars 31-03-2023 31-03-2022 31-03-2021
Total Turnover 104.20 1,005.01 895.45
Profit after Tax (135.30) (77.66) (154.91)

M/s. Sris Exim Private Limited ₹ in lakhs

Particulars 31-03-2023 31-03-2022 31-03-2021
Total Turnover 67.39 21.48 21.16
Profit after Tax 19.94 1.25 (5.73)

We cannot assure you that our Group Entity will not incur losses in the future. This may lead to reputational loss or
decline in our overall profitability. For further details on the financial information of our Group Entities, see “Group
Entities of our Company” on page 187 of this Draft Prospectus.

11. We have certain contingent liabilities, which, if materialized, may affect our financial condition and results of
operations.

Our contingent liabilities for the restated period were as follows:

₹ in lakhs
Particulars 31-12-2023 31-03-2023 31-03-2022 31-03-2021
Counter Guarantee to Bank 65.00 65.00 65.00 63.00
Custom 10.18 10.18 10.18 10.18
VAT - 200.70 200.70 200.70
Entry Tax - - - 528.64
Total 75.18 275.88 275.88 802.52

For further details of the contingent liabilities and commitments of our Company as on December 31, 2023, see
“Restated Financial Information” on page 193 of this Draft Prospectus. If a significant portion of these liabilities
materialize, fully or partly, it could have an effect on our results of operations and financial condition. Further, there
can be no assurance that we will not incur similar or increased levels of contingent liabilities in the future.

12. We do not own the certain premises which we use for the purpose of our business operations.

Certain premises used by our Company have been obtained on a leave and license or rent basis, which includes our
Corporate Office situated at Adventz Infinity@5, Block-BN5, Office No. 802, Sector-V, Salt Lake, Kolkata – 700091,
West Bengal and Branch Office situated at 5, Nimtalla Ghat Street, 2nd Floor, Kolkata - 700006, West Bengal. We
cannot assure you that we will be able to renew our rent or leave and license agreements or enter into new agreements
in the future, on terms favourable to us, or at all. In the event that any rent or leave and license agreement is not
renewed, we will be required to expend time and financial resources to locate suitable land or building to set up our
operations. Also, we may be unable to relocate to an appropriate location in a timely manner, or at all, and we cannot
assure you that a relocated office will be as commercially viable. If a rent or the leave and license agreement are
terminated, prior to its tenure or if it is not renewed, or if we are required to cease business operations at a property, for
any reason whatsoever, our business, financial condition, and results of operations may be adversely affected. Further,
if the vacated property is leased or sold to a competitor, we may also face increased competition in that geographic

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area, which could adversely affect our market share. For further information on our properties, see “Our Business” on
page 126 of this Draft Prospectus.

13. We have not entered into any definitive agreements with our customers/dealers. If our dealers choose not to buy
their products from us, our business, financial condition and results of operations may be adversely affected and
our business are on purchase order basis with our customers.

We have not entered into any definitive agreements with our dealers, and instead we majorly rely on past sales trend to
govern the volume, pricing and other terms of sales of our products. However, such orders may be amended or
cancelled prior to finalisation, and should such an amendment or cancellation take place. Consequently, there is no
commitment on the part of the customer to continue to source their requirements from us, and as a result, our sales
from period to period may fluctuate significantly as a result of changes in our customers vendor preferences. There are
also a number of factors other than our performance that are beyond our control and that could cause the loss of a
customer. We do not have long-term contracts with our customers and there can be no assurance that we will continue
to receive repeat orders from any of them, including our long-standing customers. There can be no assurance that they
will be on the same terms, and the new terms may be less favourable to us than those under the present terms.

14. Orders placed by customers may be delayed, modified, cancelled or not fully paid for by our customers, 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, including delays or failure to obtain necessary permits, authorizations, permissions and other
types of difficulties or obstructions. Due to the possibility of cancellations or changes in scope and schedule of
delivery of such products, resulting from our customer’s 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 contracting parties may
default or otherwise fail to pay amounts owed. While we have not yet experienced any material delay, reduction in
scope, cancellation, execution difficulty, payment postponement or payment default with regard to the orders placed
with us, or disputes with customers in respect of any of the foregoing, any such adverse event in the future could
materially harm our cash flow position and income. Further, we operate in highly competitive markets in relation to
our products where it is difficult to predict whether and when we will receive such awards. As a result, our results of
operations can fluctuate from quarter to quarter and year to year depending on whether and when such orders are
awarded to us and the commencement and progress of work under the orders placed. For further details of our
business, please refer chapter titled “Our Business” beginning on Page 126 of this Draft Prospectus.

15. We majorly sell our products in West Bengal and any adverse developments affecting our operations in these
regions could have an adverse impact on our revenue and results of operations.

We majorly sell our products in the state of West Bengal. Our sales for the period ended on December 31, 2023 and
Fiscal 2023, 2022 and 2021 the revenue from major state i.e. West Bengal constitutes 45.06%, 45.03%, 50.18% and
50.73% respectively of our total revenue from operations. Such geographical concentration of our business in this
region heightens our exposure to adverse developments related to competition, as well as economic and demographic
changes in these regions which may adversely affect our business prospects, financial conditions and results of
operations. Factors such as competition, culture, regulatory regimes, business practices and customs, industry needs,
transportation, in other markets where we may expand our operations may differ from those in which we are currently
offering. In addition, as we enter new markets and geographical areas, we are likely to compete not only with national
players, but also local players who might have an established local presence, are more familiar with local regulations,
business practices and industry needs, have stronger relationships with local distributors, dealers, relevant government
authorities, and are in a stronger financial position than us, all of which may give them a competitive advantage over
us. Our inability to expand into areas outside West Bengal market may adversely affect our business prospects,
financial conditions and results of operations.

16. Expansion into new geographic regions and markets may subject us to various challenges.

We intend to increase the sales and distribution of our products across India. At present, our maximum revenue is
generated from top 5 states i.e. West Bengal, Odisha, Uttar Pradesh, Maharashtra and Andhra Pradesh. For the period
ended on December 31, 2023 and Fiscal 2023, 2022 and 2021 the revenue from top 5 states i.e. West Bengal, Odisha,
Uttar Pradesh, Maharashtra and Andhra Pradesh constitutes 86.06%, 87.24%, 85.71% and 81.38% respectively of our

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total revenue from operations. We have limited experience and knowledge of operating in other states outside of top 5
states, and our foray into new geographies or into new products in the existing geographies may be subject to high
barriers to entry including existing competition, local laws and market dynamics. Further, we may not be able to
effectively assess the level of promotional marketing required in a particular state, and the recognition of our brands
and products in such states may not be in the manner or to the extent anticipated by us. Our expansion into new
geographies may also be challenging on account of our lack of familiarity with the social, political, economic and
cultural conditions of these new regions, language barriers, difficulties in staffing and managing such operations and
the lack of brand recognition and reputation in such regions. We may also encounter other additional anticipated risks
and significant competition in such markets.

17. We have not entered into any long-term contracts with any of our clients.

We do not have any long-term contracts with our clients and any change in the business pattern of our existing clients
could adversely affect the business of our Company. As a result, our customers can terminate their relationships with
us due to a change in preference or any other reason on immediate basis, which could materially and adversely impact
our business. Consequently, our revenue may be subject to variability because of fluctuations in demand for our
products and services. Our Company's customers have no obligation to work with us and may either cancel, reduce, or
delay the business. The business by our Company's customers is dependent on factors such as the customer
satisfaction with the level of service that our Company provides, fluctuation in demand for our Company's products,
customer’s inventory management, amongst others. Although we have satisfactory business relations with our clients
and have received continued business from them in the past, there is no certainty that the same will continue in the
years to come and may affect our profitability. Although, we have a strong emphasis on quality, timely delivery of our
products and raw materials and personal interaction by the senior management with the customers and suppliers, any
change in the buying pattern of buyers and preferences of suppliers can adversely affect the business and the
profitability of our Company.

18. Our Company is dependent on its Authorized Dealers. The loss of any one or more of our major dealers would have
a material effect on our business operations and profitability.

As on the date of this Draft Prospectus, our Company has 223 Authorized Dealers present across 13 states and is
completely dependent on the dealers. For the period ended December 31, 2023 and for the financial year ended March
31, 2023, March 31, 2022 and March 31, 2021, our top ten customers accounted for approximately 19.63%, 21.36%,
19.18% and 23.53% of our revenue from operations. However, the loss of any significant customer would have a
material effect on our financial results.

Our business from customers is dependent on our continuing relationship with such customers, the quality of our
products and our ability to deliver on their orders, and there can be no assurance that such customers will continue to
do business with us in the future on commercially acceptable terms or at all. However, in case of any change in the
buying pattern of our end users or disassociation of major customers can adversely affect our business or if our
customers do not continue to purchase products from us, or reduce the volume of products purchased from us, our
business prospects, results of operations and financial condition may be adversely affected. Further, loss of or
interruption of work by, a significant customer or a number of significant customers or the inability to procure new
orders on a regular basis or at all may have an adverse effect on our revenues, cash flows and operations.

While we are constantly striving to increase our customer base and reduce dependence on any particular customer,
there is no assurance that we will be able to broaden our customer base in any future periods or that our business or
results of operations will not be adversely affected by a reduction in demand or cessation of our relationship with any
of our major customers.

19. Our Company is dependent on the continuing operation of our manufacturing facilities.

Our Company has only one unit where the manufacturing of all our products takes place which is located at NH-2,
Delhi Road, Champsara, Chinnamore, Baidyabati, Hooghly- 712222, West Bengal, which is subject to damage or
interruption or operating risks, such as human error, power loss, breakdown or failure of equipment, power supply or
processes, performance below the expected levels of output or efficiency, obsolescence, loss of services of our
external contractors, terrorist attacks, acts of war, break-ins, earthquakes, other natural disasters and industrial
accidents and similar events. Further, our manufacturing facility is also subject to operating risk arising from
compliance with the directives of relevant government authorities. Operating risks may result in personal injury and
property damage and in the imposition of civil and criminal penalties. If our Company experiences delays in
production or shutdowns due to any reason, including disruptions caused by disputes with its workforce or any

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external factors, our Company’s operations will be significantly affected, which in turn would have a material adverse
effect on our business, financial condition and results of operations.

20. The Company previously had filed a Draft Prospectus dated September 18, 2018 for initial public issue and the
same stood withdrawn.

In pursuance of Board Resolution dated June 20, 2018, and the shareholders resolution dated June 25, 2018, in relation
to an initial public issue, in pursuance of which a draft prospectus dated September 18, 2018, had been filed with SME
Emerge Platform of National Stock Exchange of India Limited, however, the same had been withdrawn vide Board
Resolution dated February 12, 2020.

21. The company’s business is dependent on certain suppliers and the loss of one or more of them would have a
material adverse effect on the business.

A substantial portion of the company’s purchases has been dependent upon a few suppliers. Our inability to obtain raw
material in a timely manner, in sufficient quantities could adversely affect our operations, financial condition and/or
profitability. We depend on a number of suppliers, for procurement of raw materials required for manufacturing our
products. For the period ended December 31, 2023, and for financial year ended March 31, 2023, March 31, 2022 and
March 31, 2021, top ten suppliers accounted for 66.52%, 50.99%, 55.32% and 64.78% of our total purchases
respectively. We have not entered into long term contracts with our suppliers and prices for raw materials are normally
based on the quotes we receive from various suppliers. Inadequate and timely unavailability substandard quality of the
raw materials used in the manufacture of our products, could have a material adverse effect on our business. Further,
any discontinuation of production by these suppliers or a failure of these suppliers to adhere to the delivery schedule or
the required quality and quantity could hamper our manufacturing schedule. There can be no assurance that strong
demand, capacity limitations or other problems experienced by our suppliers will not result in occasional shortages or
delays in their supply of raw materials to us. Further, we cannot assure you that our suppliers will continue to be
associated with us on reasonable terms, or at all. Since our suppliers are not contractually bound to deal with us
exclusively, we may face the risk of our competitors offering better terms to such suppliers, which may cause them to
cater to our competitors alongside. In the event that we fail to secure sufficient quantities of such raw materials from
our suppliers at acceptable quality and prices in a timely manner, our business, financial performance and cash flows
may be adversely affected.

22. Our Company focusses on manufacturing of plywood (including block board and flush door), veneer and sawn
timber segment with no presence in Medium Density Fibre (MDF) products.

We are engaged in the business of manufacturing, marketing and selling of plywood (including flush door and block
board), veneer, timber logs and sawn timber, in domestic market, majorly in West Bengal. We have also expanded our
operations to states like Odisha, Uttar Pradesh, Maharashtra, Andhra Pradesh, Telangana, Bihar, Jharkhand,
Uttarakhand, Karnataka, Kerala, Haryana, Rajasthan, Tamil Nadu, Delhi, Assam etc. We have built strong brand
building of “Sylvan” brand amongst the mind of our end customers and dealers. However, there has been increased
focus and activity in MDF segment, considered as cheapest alternative to plywood. Certain of our competitors have
set-up / in process of setting up manufacturing facility dedicated for manufacturing of MDF products. Target market
for MDF products are customers who use low priced plywood mostly from unorganised players or lower segment
products from established organised players. Our Company has no MDF facility currently and accordingly we
continue to focus on plywood segment. In case if there is a paradigm shift of customers from plywood to MDF
products, our Company stands at a risk of losing market share in MDF segment and thereby leading to consequent loss
of revenue. Further, setting up a MDF product facility is capital extensive and requires substantial amount of funding,
we may not be in a position to set up such facility due to fund constraints.

23. Our Company does not manufacture Particle board, Laminates and allied products.

We generate our revenue from selling of plywood (including flush door and block board), veneer and sawn timber.
Many of our direct competitors are also engaged in the business of manufacturing and selling other products like
Particle board, Laminates and other allied products. Such wider product offerings under one roof envisages greater
brand recall and higher market share leading to higher revenue. We have been focussing on plywood segment owing
to our expertise in the domain and accordingly we make our strategic business decisions. Owing to our focus and
limited fund availability, we have not ventured into other products which may affect our business operations
adversely.

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24. There are certain discrepancies/errors/non-compliance noticed in some of our corporate records in the past and
certain instances of non-filing/ delays /incorrect filings in the past with certain statutory authorities. Any penalty or
action taken by any regulatory authorizes in future for non-compliance with provisions of corporate and other law
could impact the financial position of the Company.

There are certain discrepancies/errors noticed in some of our corporate records in the past and certain instances of non-
filing/delays/incorrect filings in the past with certain statutory authorities. The details are as follows:

• Name of Niraj Fiscal Services Private Limited was inadvertently missed out in the list of Allottees for the
further allotment of shares made on August 20, 2009 in the form of allotment filed with RoC;
• Copy of the Special Resolution passed in the EGM of the Company held on February 26, 2016, authorizing
preferential issue of shares was not attached in the Form MGT-14 filed with Registrar of Companies.
• Change in ancillary object clause has not been mentioned specifically in Form MGT-14 filed for amendment
in MoA date May 05, 2018. Further, no effect has been given in resolution for the same. However, due effect
to the amendment has been given in the updated MoA approved by RoC.
• Due to typographical error, Authorized Share Capital has been wrongly mentioned as ₹ 2,50,00,000 instead
of ₹ 3,00,00,000 in the MoA attached with Form 5 filed for Increase in Share Capital of the Company.
However, the authorized share capital has been correctly mentioned in the Resolution. The date of passing
said resolution in the EGM has also been wrongly mentioned as January 12, 2007 instead of January 12, 2008
in the attachment of said Form 5. However, date of passing the said resolution has been correctly mentioned
in Form 5.

Further, in the past, there have been some instances of non-filings or incorrect filings or delays in filing statutory
forms with the ROC and there have been some instances of non-recording of certain transactions in the Minutes of
Meetings, or have recorded the same incorrectly. Any penalty or action taken by any regulatory authority in future for
non-compliance with provisions of corporate and other law could impact financial position of the company.

25. As we import majority of raw material requirement, we face the risk of losses of raw material in transit. In past two
times our raw material was lost in transit.

Our Company majorly imports raw material particularly timber logs owing to better availability compared to domestic
market. We import our raw materials from various countries and the raw materials are shipped to our manufacturing
facility after our inspection at their site. As the raw materials are shipped via sea route, we have experienced the loss of
raw materials in transit in past. Further, shipment via sea route also exposes us to risks like illegal selling, theft causing
financial loss to us. However, all our shipments are insured and we continue to receive insurance claims for our losses
in transit. For FY 2017- 18, we have received ₹ 100.53 Lakhs as insurance claim for loss in transit and For FY 2015-
16, we have received ₹ 95.95 Lakhs as insurance claim for loss in transit. But we may not be able to assure that such
insurance claim may be adequate and cover entirety of our financial risks. Further, insurance claim may be rejected
and are subject to various checks and discretion by the insurance company.

26. Threats of ban and restrictions on wood cutting activities by various government and other environmental
authorities.

For manufacturing of plywood, one of the most important raw materials are timber logs. Our Company procures these
timber logs from Domestic and Non-domestic markets. Due to the requirement of cutting of trees for this purpose,
there has been lot of environmental concerns in regards to cutting of trees and trading in timber logs. With increased
focus on sustainable environment, various countries across the globe are taking steps towards restrictions and bans on
deforestation activities. Recently, few countries have banned logging activities in their country. Domestically, various
‘not for profit organisation’ and government taking this as a serious issue, plywood industry across the globe faces
threats of availability of timber logs. Such issues may adversely impact the manufacturing operation of plywood which
relies heavily on logs.

Our company majorly procures Eucalyptus and Akashmoni Trees for manufacturing operation of plywoods.
Department of Forests, Government of West Bengal vide its notification dated November 24, 2020 has exempted some
species of trees including Eucalyptus & Akashmoni from requirement of transit pass for West Bengal State.

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27. We are subject to risks resulting from foreign exchange rate fluctuations, which could adversely affect our results
of operations.

Substantial portion of our purchases has been dependent from import of raw materials i.e timber logs. Our import of
raw material for the period ended December 31, 2023, Fiscal 2023, Fiscal 2022 and Fiscal 2021 as a percentage of
total purchases was 50.90%, 33.92%, 39.56% and 45.97%, respectively. Changes in currency exchange rates influence
our results of operations. Over dependence on imports may adversely affect our profitability in case the trade relations
of India with any of these countries get strained in the future or these countries face any sort of problems due to
internal issues of their countries. Also, the exchange rate between the Indian Rupee and currencies of the import
countries may fluctuate and adversely affect our results of operations. The exchange rate between the Indian Rupee
and foreign currencies has fluctuated significantly in recent years and may continue to fluctuate in the future. Any
significant appreciation of the Indian Rupee against foreign currencies in which we do business can fundamentally
affect our competitiveness in the long term.

Our business with such countries is largely dependent on the business relationships between governments of countries.
Signed treaties and agreements controls the rules, regulations, prohibitions among other important factors which
decides the trade relations between the countries which have entered into treaties and agreements. We have been able
to trade with these countries owing to liberal and favourable treaties and business relations among the nations.
However, with increasing competition and escalating trade wars situations, countries may impose certain restrictions
and embargo, prohibitions or imposition of unfavourable terms, which may lead to difficulties in our operational and
financial performance.

28. In past we had experienced fire mishap in our manufacturing facility.

Our Company stocks timber logs at our manufacturing facility which is highly flammable item. In Fiscal 2016-17 and
Fiscal 2020-21, we have witnessed fire mishap twice at our manufacturing facility. Although, the fire has not led to
any losses of life, our Company had witnessed losses of raw materials and finished goods stocks at our facility. We
have received insurance claim for such losses in Fiscal 2016-17 to the extent of ₹ 72.33 Lakhs. we have made
insurance claims for losses in Fiscal 2020-21 of ₹ 105.11 lakhs which is yet to receive and under litigation with
Insurance Company. Due to flammable nature of our raw material and finished goods, our Company continues to
foresee such risks in future which may lead to substantial operational, financial and business losses. However, our
manufacturing facility has sufficient number of ponds and is now well equipped with required equipment i.e. Smoke
Alarms, Fire Sprinklers etc. but we may not be able to assure you that such equipment will allow us to avoid or
completely curtail the happening of such accidents in future.

29. Our Company has significant portion of Property Plant and Equipment. Any destruction, breakdown, theft of our
major plants or equipment or failures to repair or maintain the same may adversely affect our business, cash flows,
financial condition and results of operations.

One of the objects of Issue is to fund the purchase of capital equipment. We are planning to invest significantly on
plant and machinery of latest technology and higher capacity and efficiency for our manufacturing facility. We own a
large number of equipment and machinery used in our operations. To maintain our capability to undertake projects, we
may have to purchase machines and equipment built with the latest technologies and knowhow. We cannot assure you
that we will be immune from the associated operational risks such as the obsolescence of our plants or equipment,
destruction, theft or major equipment breakdowns or failures to repair our major plants or equipment, which may
result in their unavailability, project delays, cost overruns and even defaults in our order book.

The latest technologies used in newer models of equipment may improve productivity significantly and render our
older equipment obsolete. Obsolescence, destruction, theft or breakdowns of our major plants or equipment may
significantly increase our equipment purchase cost and the depreciation of our plants and equipment, as well as change
the way our management estimates the useful life of our plants and equipment. We may have to incur high cost when
our plants or equipment are not readily available from the market or requires services from original equipment
manufacturers. We may experience significant price increases due to supply shortages, inflation, transportation
difficulties or unavailability of bulk discounts. Such replacement, repair or maintenance failures or price increases may
not be adequately covered by the insurance policies availed by our Company and may have an adverse effect on our
business, cash flows, financial condition and results of operations.

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30. Our business growth is partially dependent on the growth and development of construction real estate industry.

Our products are majorly sold to retail household customers apart from other customers. Requirement of our products
arises mostly owing to set-up of new apartments, offices, buildings or renovation of them. Such activities are mostly
correlated with growth and development of real estate and construction industry. Any adverse developments,
government policies in relation to these industries which affect their growth will impact our business operations along
with our financial performance.

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

Our manufacturing processes requires substantial amount of power facilities. The quantum and nature of power
requirements of our industry and Company is such that it cannot be supplemented/ augmented by alternative/
independent sources of power supply since it involves significant capital expenditure and per unit cost of electricity
produced is very high in view of increasing oil prices and other constraints. We are mainly dependent on State
Government for meeting our electricity requirements. Any defaults or non- compliance of the conditions may render
us liable for termination of the agreement or any future changes in the terms of the agreement may lead to increased
costs, thereby affecting the profitability. Further, since we are majorly dependent on third party power supply; there
may be factors beyond our control affecting the supply of power.

Any disruption / non-availability of power shall directly affect our production which in turn shall have an impact on
profitability and turnover of our Company.

32. 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 advertising and marketing strategies
must also appeal to a broad range of customers whose preferences may vary. We cannot assure you that the demand
for our services with end-consumers will continue to grow or that we will be able to continue to develop appealing
styles or 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.

33. 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.

34. We do not have any offshore office or business place to look after our foreign operations.

We purchase our products from both domestic as well as international markets. A major portion of our purchases are
conducted from international markets. However, we do not have any offshore office or branch as a result of which we
may not be able to capitalize on opportunities offered by the evolving international market on timely manner. The
business operations of our Company are entirely handled from our registered and corporate offices located at Kolkata.
Apart from this, our Company does not have any place of business overseas either in the nature of liaison office or
corporate office.

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35. We could become liable to customers, suffer adverse publicity and incur substantial costs as a result of defects in
our products/services, 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
services or any other unforeseen events could affect our reputation and our results from operations.

36. Our Company has entered into certain related party transactions and may continue to do so in the future.

We have entered into and may in the ordinary course of our business continue to enter into transactions with related
parties that include certain of our Promoter, Promoter Group, Directors and Group Companies. For further details in
relation to our related party transactions, see “Financial Statements as Restated - Related Party Transaction”
beginning on page 222 of the Draft Prospectus. While we have entered into such transactions on an arm’s length basis
and are in compliance with the applicable provisions of Companies Act, 2013 and other applicable law, there is no
assurance that we could not have achieved more favorable terms had such transactions not been entered into with
related parties. There can be no assurance that such transactions, will not have an adverse effect on our business,
prospects, results of operations and financial condition. In addition, our business and growth prospects may decline if
we cannot benefit from our relationships with them in the future.

37. Our lenders have charge over our movable properties, book debts, stocks in respect of finance availed by us.

We have secured our lenders by creating a charge over our movable properties, book debts, stocks in respect of loans /
facilities availed by us from banks. The total amounts outstanding and payable by us as secured loans were ₹ 6,454.53
Lakhs as on December 31, 2023. In the event we default in repayment of the loans / facilities availed by us and any
interest thereof, our assets may be forfeited by lenders, which in turn could have significant adverse effect on
business, financial condition or results of operations. For further information on the “Financial Indebtedness” please
refer to page 226 of this Draft Prospectus.

38. Our insurance coverage may not be adequate to protect us against certain operating hazards and this may have a
material adverse effect on our business.

We maintain several insurance policies, including Standard Fire & Special Perils Policy, Sookshma Udyam Suraksha
Policy, Marine Export Import Insurance Open Policy and Car Policy. While it is believed that the insurance coverage
maintained by the company would reasonably be adequate to cover all normal risks associated with the operation of
our business, there can be no assurance that any claim under the insurance policies maintained by the company will be
honoured fully, in part or on time, nor that we have taken out sufficient insurance to cover all material losses. If we
were to suffer loss or damage resulting from not obtaining or maintaining insurance or exceeding our insurance
coverage, the loss would have to be borne by us and it could have a material adverse effect on our results of operations
and financial condition.

39. Our Promoters have provided personal guarantees for loans availed by our Company. Our business, financial
condition, results of operations, cash flows and prospects may be adversely affected by the invocation of all or any
personal guarantees provided by our Promoter.

Our Promoters and Directors have provided personal guarantees to secure a significant portion of our existing
borrowings, and may post listing continue to provide such guarantees and other security. In case of a default under our
loan agreements, any of the personal guarantees provided by our Promoter and Directors may be invoked, which could
negatively impact the reputation of our Company. Also, we may face certain impediments in taking decisions in
relation to our Company, which in turn would result in a material adverse effect on our financial condition, business,
results of operations and prospects and would negatively impact our reputation. In addition, our Promoters and
Directors may be required to liquidate their shareholding in our Company to settle the claims of the lenders, thereby
diluting their shareholding in our Company. Also, if our Promoters and Directors revoke their personal guarantees and
we may not be successful in procuring alternate guarantees and property satisfactory to the lenders, as a result we may
need to repay outstanding amounts under such facilities or seek additional sources of capital, which could affect our
financial condition and cash flows. For further details regarding loans availed by our Company, please refer
“Financial Indebtedness” on page no. 226 of this Draft Prospectus.

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40. Our directors and certain Key Management Personnel hold Equity Shares in our Company and are therefore
interested in the Company's performance in addition to their remuneration and reimbursement of expenses.

Certain of our Directors and Key Management Personnel are interested in our Company, in addition to regular
remuneration or benefits and reimbursement of expenses, to the extent of their shareholding in our Company. There
can be no assurance that our Key Management Personnel will exercise their rights as shareholders to the benefit and
best interest of our Company. Our Promoters will continue to exercise significant control over us, including being able
to control the composition of our Board of Directors and determine decisions requiring simple or special majority
voting of shareholders, and our other shareholders may be unable to affect the outcome of such voting. Our Directors
and our Key Management Personnel may take or block actions with respect to our business which may conflict with
the best interests of the Company or that of minority shareholders. For details, see the section titled “Capital
Structure” on Page 60 of this Draft Prospectus. There is no assurance that our Directors and/or our key management
personnel will not provide competitive services or otherwise compete in business lines in which we are already present
or will enter into in the future.

41. Information in relation to our installed capacity and capacity utilization of our manufacturing facility included in
this Draft Prospectus is based on various assumptions and estimates, and future production and capacity utilization
may vary.

Information relating to our installed capacities and the capacity utilization of our manufacturing facility included in
this Draft Prospectus is based on various assumptions and estimates of our management, including proposed
operations, assumptions relating to availability and quality of raw materials, actual product mix vis-à-vis the products
mix envisaged for computation of our installed capacity and assumptions relating to potential utilization levels and
operational efficiencies. While we have obtained a certificate dated March 22, 2024, from Shyama Pada Nandi,
Chartered Engineer actual capacities and utilization rates may differ significantly from the estimated installed
capacities or estimated capacity utilization information of our facilities. Undue reliance should therefore not be placed
on our installed capacity or estimated capacity utilization information for our existing facility included in this Draft
Prospectus.

42. We appoint contract labour for carrying out certain of our operations and we may be held responsible for paying
the wages of such workers, if the independent contractors through whom such workers are hired default on their
obligations, and such obligations could have an adverse effect on our results of operations, cash flows and
financial condition.

We engage independent contractors through whom we engage contract labourers for performance of certain functions
at our manufacturing facilities. Although we do not engage these labourers directly, we are responsible for any wage
and statutory payments to be made to such labourers in the event of default by such independent contractors. Any
requirement to fund their wage requirements may have an adverse impact on our results of operations and our financial
conditions. In addition, we may be liable for or exposed to litigations, sanctions, penalties or losses arising from
accidents or damages caused by our workers or contractors.

43. An inability to renew quality accreditations in a timely manner or at all, or any deficiencies in the quality of our
products may adversely affect our business prospects and financial performance.

We obtain and maintain quality certifications and accreditations from independent certification entities and also
comply with prescribed specifications and standards of quality approved by the Government in connection with the
products we manufacture. Such specifications and standards of quality is an important factor in the success and wide
acceptability of our products. If we fail to comply with applicable quality standards or if the relevant accreditation
institute or agency declines to certify our products, or if we are otherwise unable to obtain such quality accreditations
in the future, in a timely manner or at all, our business prospects and financial performance will be materially and
adversely affected.

44. Our operations are subject to high working capital requirements. If we are unable to generate sufficient cash flows
to allow us to make required payments, there may be an adverse effect on our results of operations.

Our business requires significant amount of working capital and major portion of our working capital is utilized
towards debtors and inventories. Our Trade Receivables for the period ended December 31, 2023, March 31, 2023,
March 31, 2022, March 31, 2021 were ₹ 3,960.24 lakhs, ₹ 3,852.61 lakhs, ₹ 4,050.57 lakhs and ₹ 2,919.13 lakhs
respectively and our inventories for the period ended December 31, 2023, March 31, 2023, March 31, 2022, March 31,
2021 were ₹ 13,208.33 lakhs, ₹ 13,161.76 lakhs, ₹ 10,656.54 lakhs and ₹ 10,516.10 lakhs respectively.

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The results of operations of our business are dependent on our ability to effectively manage our inventory and trade
receivables. To effectively manage our trade receivables, we must be able to accurately evaluate the credit worthiness
of our customers and ensure that suitable terms and conditions are given to them in order to ensure our continued
relationship with them. However, if our management fails to accurately evaluate the terms and conditions with our
customers, it may lead to write-offs bad debts and/ or delay in recoveries which could lead to a liquidity crunch,
thereby adversely affecting our business and results of operations. A liquidity crunch may also result in increased
working capital borrowings and, consequently, higher finance cost which will adversely impact our profitability.

Our inability to maintain sufficient cash flow, credit facility and other sourcing of funding, in a timely manner, or at
all, to meet the requirement of working capital or pay out debts, could adversely affect our financial condition and
result of our operations. In the event we are not able to recover our dues from our trade receivables or sell our
inventory, we may not be able to maintain our Sales level and thus adversely affecting our financial health.

For further details of working capital requirements, please refer to the chapter titled “Objects of the Issue” on page 81
of the Draft Prospectus.

45. Our ability to protect or use intellectual property right may adversely affect our business.

As on the date of this Draft Prospectus, our Company has several registered trademarks in India. For details of
approvals intellectual properties, see “Government and Other Approvals” on page 247 of this Draft Prospectus. If we
are unable to renew or register our trademark for various reasons or if any of our unregistered trademark are registered
in favour of or used by a third party in India or abroad, we may not be able to claim registered ownership of such
trademark and consequently, we may not be able to seek remedies for infringement of those trademarks by third
parties other than relief against passing off by other entities, causing damage to our business prospects, reputation and
goodwill in India and abroad. Apart from this, any failure to register or renew registration of our registered trademark
may affect our right to use such trademark in future. Further, our efforts to protect our intellectual property in India
and abroad may not be adequate and any third-party claim on any of our unprotected intellectual property may lead to
erosion of our business value and our reputation, which could adversely affect our operations. Third parties may also
infringe or copy our registered brand name in India and abroad which has been registered by us in India. We may not
be able to detect any unauthorized use or take appropriate and timely steps to enforce or protect our trademarks in
India and abroad.

46. The future operating results are difficult to predict and may fluctuate or adversely vary from the past performance.

The company’s operating results may fluctuate or adversely vary from past performances in the future due to a number
of factors, many of which are beyond the company’s control. The results of operations during any financial year or
from period to period may differ from one another or from the expected results operation. Its business, results of
operations and financial conditions may be adversely affected by, inter alia, a decrease in the growth and demand for
the products and services offered by us or any strategic alliances which may subsequently become a liability or non-
profitable. Due to various reasons including the above, the future performance may fluctuate or adversely vary from
our past performances and may not be predictable. For further details of our operating results, section titled
“Financial Statements as Restated” beginning on Page 193 of this Draft Prospectus.

47. Portion of our Issue Proceeds are proposed to be utilized for general corporate purposes which constitute 15.33%
of the Issue Proceed.

As on date we have not identified the use of such funds. Portion of our Issue Proceeds are proposed to be utilized for
general corporate purposes which constitute 15.33% of the Issue Proceed. We have not identified the general corporate
purposes for which these funds may be utilized. The deployment of such funds is entirely at the discretion of our
management in accordance with policies established by our Board of Directors from time to time and subject to
compliance with the necessary provisions of the Companies Act. For details, please refer the chapter titled “Objects of
the Issue” beginning on Page No. 81 of this Draft Prospectus.

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48. We have not made any alternate arrangements for meeting our regular working capital requirements. If our
operations do not generate the necessary cash flow, our working capital requirements may negatively affect our
operations and financial performance.

As on date, we have not made any alternate arrangements for meeting our working capital requirements, other than the
existing sanctioned limits. We meet our additional working capital requirements through internal accruals. Any
shortfall in internal accruals and our inability to raise debt 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.

49. Delays or defaults in payment by our clients could affect our cash flows and may adversely affect our financial
condition and operations.

As of December 31, 2023, we had trade receivables of ₹ 3,960.24 lakhs, which represented 18.23% of our total assets
as of such date. We extend credit to our clients for a certain tenure and at times for a long period of time and for
reason concerning the financial health of our customer we may not be able to realize or recover outstanding amounts
in part or in, full within a pre-determined timeframe. We have and may continue to have high levels of outstanding
receivables. Our average outstanding receivable tenure is in the range of 2 to 3 months in the past three financial
years. Hence, if delays or defaults in client payments continue or increase in proportion to our total revenues, it could
negatively affect our cash flows and consequently affect our financial condition and operations. Further, while we
may take appropriate action in the event of a non-payment of receivables, there can be no assurance that we will be
able to successfully recover outstanding amounts owed to us in part or in full, which in turn could affect our cash
flows and may adversely affect our financial condition and operations.

50. In addition to our existing indebtedness for our operations, we may be required to obtain further loan during the
course of business. There can be no assurance that we would be able to service our existing and/or additional
indebtedness.

In addition to our existing indebtedness for our existing operations we may be required to raise further debt in the
form of term loans and working capital loans in the course of business. Increased borrowings, if any, would adversely
affect our debt-equity ratio and our ability to further borrow at competitive rates. Any failure to service our
indebtedness or otherwise perform our obligations under our financing agreements could lead to a termination of one
or more of our credit facilities, trigger cross default provisions, penalties and acceleration of amounts due under such
facilities which may adversely affect our business, financial condition and results of operations. For further details of
our indebtedness, please refer to the chapter titled “Financial Indebtedness” on page 226 of this Draft Prospectus.

51. Our debt financing agreements contain certain restrictive covenants that may adversely affect our Company’s
business, credit ratings, prospects, results of operations and financial condition.

Certain debt financing agreements that our Company has entered into contain restrictive covenants that limit our
ability to undertake certain types of transactions. Under our debt financing agreements our Company is required to
maintain certain financial covenants.

There can be no assurance that our Company has complied with all such restrictive covenants in a timely manner or at
all or that we will be able to observe compliance with all such restrictive covenants in the future. A failure to observe
the restrictive covenants under our debt financing agreements may result in termination of our financing agreements,
levy of default interest, acceleration of all amounts due under such facilities and the enforcement of any security
provided in relation thereto. Any acceleration of amounts due under such debt financing agreements may trigger
cross-default or cross-acceleration provisions under other debt financing agreements, which may compel us to
dedicate a substantial portion of our cash flow from operations or sell certain assets to make such payments thereby
reducing the availability of cash for our working capital requirements and other general corporate purposes. Further,
in the event of any of the circumstances coming into effect our business, prospects, results of operations and financial
condition may be adversely affected.

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52. Underutilization of capacity of our facility may adversely affect our business, results of operations and financial
conditions.

We cannot assure that we shall be able to utilize our facility to their full capacity or up to an optimum capacity, and
non-utilization of the same may lead to loss of profits or can result in losses, and may adversely affect our business,
results of operations and financial condition. Even use of the proposed production capacity is subject to several
variables like availability of raw material, power, water, proper working of machinery, orders on hand,
supply/demand, manpower, etc.

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

Our operations are subject to certain government regulation and we are required to obtain and maintain a number of
statutory and regulatory permits and approvals under central, state and local government rules in India such as Factory
License, Fire license, Forest License, license under Consent to operate from pollution control board etc., generally for
carrying out our business. For details of approvals relating to our business and operations, see “Government and
Other Approvals” on page 247 of this Draft Prospectus. Some of these approvals are granted for a limited duration and
require renewal. Further, while we have applied for amendment in some of these approvals, we cannot assure you that
such approvals will be issued or granted to us in a timely manner, or at all. We cannot assure you that we will be able
to obtain such consent in a timely manner. If we do not receive such approvals or are not able to renew the approvals
in a timely manner, our business and operations may be adversely affected. The approvals required by our Company
are subject to numerous conditions and we cannot assure you that these would not be suspended or revoked in the
event of non-compliance or alleged non-compliance with any terms or conditions thereof, or pursuant to any
regulatory action. If there is any failure by us to comply with the applicable regulations or if the regulations governing
our business are amended, we may incur increased costs, be subject to penalties, have our approvals and permits
revoked or suffer a disruption in our operations, any of which could adversely affect our business.

54. We may be subjected to risks associated with product warranty.

We provide warranties of 7 years to Life Time Warranty on our products (varies from product to product) from the
date of sale of the products against our manufacturing defects. In the event of claimed defects or non-performance of
our products, our practice is to accept such genuine claims and to replace such products. In the future, we may face
material number of warranties claims due to defects in our products. Defects, if any, in our products could adversely
affect our reputation and demand for our products. In the event that defects, or warranty claims become more frequent,
there may be an adverse effect on our operating results and financial condition.

55. We are subject to risks arising from interest rate fluctuations, which could adversely affect our business, financial
condition and results of operations.

Interest rates for borrowings have been volatile in India in recent periods. Our operations are funded to a significant
extent by working capital debt facilities and increases in interest rate (and consequent increase in the cost of servicing
such debt) may have an adverse effect on our results of operations and financial condition. Our current debt facilities
carry interest at variable rates as well as fixed rates. Although we may in the future engage in interest rate hedging
transactions from time to time, there can be no assurance that these agreements will protect us adequately against
interest rate risks.

56. Our success depends largely on our Directors, Promoters and other key managerial personnel and the loss of or
our inability to attract or retain such persons with specialized technical know-how could adversely affect our
business, results of operations, cash flows and financial condition.

Our performance depends largely on the efforts and abilities of our Directors, Promoters and other key personnel. We
believe that the inputs and experience of our Directors, Promoters and key managerial personnel are valuable for the
development of business and operations and the strategic directions taken by our Company. We cannot assure you that
we will be able to retain these employees 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. We may also be required to increase our levels of employee compensation more rapidly than in the
past to remain competitive in attracting employees that our business requires. The loss of the services of such persons
may have an adverse effect on our business and our results of operations. The continued operations and growth of our
business is dependent upon our ability to attract and retain personnel who have the necessary and required experience

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and expertise. Competition for qualified personnel with relevant industry expertise in India is intense. A loss of the
services of our key personnel may adversely affect our business, results of operations and financial condition.

57. 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 also is 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.

58. We could be harmed by employee misconduct or errors that are difficult to detect and any such incidences could
adversely affect our financial condition, results of operations and reputation.

Employee misconduct or errors could expose us to business risks or losses, including regulatory sanctions and cause
serious harm to our reputation and goodwill of our Company. There can be no assurance that we will be able to detect
or deter such misconduct. Moreover, the precautions we take to prevent and detect such activity may not be effective
in all cases. Our employees and agents may also commit errors that could subject us to claims and proceedings for
alleged negligence, as well as regulatory actions on account of which our business, financial condition, results of
operations and goodwill could be adversely affected.

59. 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.

60. We may not be successful in implementing our business strategies.

The success of our business depends substantially on our ability to implement our business strategies effectively. Even
though we have successfully executed our business strategies in the past, there is no guarantee that we can implement
the same on time and within the estimated budget going forward, or that we will be able to meet the expectations of
our targeted clients. Changes in regulations applicable to us may also make it difficult to implement our business
strategies. Failure to implement our business strategies would have a material adverse effect on our business and
results of operations.

61. An inability to renew quality accreditations in a timely manner or at all, or any deficiencies in the quality of our
products may adversely affect our business prospects and financial performance.

We obtain and maintain quality certifications and accreditations from independent certification entities and also
comply with prescribed specifications and standards of quality approved by the Government in connection with the
services we offer. Such specifications and standards of quality is an important factor in the success and wide
acceptability of our services. If we fail to comply with applicable quality standards or if the relevant accreditation
institute or agency declines to certify our products, or if we are otherwise unable to obtain such quality accreditations
in the future, in a timely manner or at all, our business prospects and financial performance will be materially and
adversely affected.

62. 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 services is critical to the success of the customer acquisition process of our business.
Although, we expect to allocate significant number 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.

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63. Our success depends heavily upon our Promoters and Directors for their continuing services, strategic guidance
and financial support.

Our success depends heavily upon the continuing services of Promoters & Directors who are the natural person in
control of our Company. Our Promoters have a vast experience in the field of Timber Industry. They have established
cordial relations with various customers over the past several years, which have immensely benefitted our Company’s
current customer relations. We believe that our relation with our Promoters, who have rich experience the industry,
managing customers and handling overall businesses, has enabled us to experience growth and profitability. We
benefit from our relationship with our Promoters and our success depends upon the continuing services of our
Promoters who have been responsible for the growth of our business and are closely involved in the overall strategy,
direction and management of our business. Further, our Promoters are also part of certain other ventures and may
continue to do so. If they divert their attention to such other concerns, we may not be able to function as efficiently
and profitably as before. We may have to incur additional costs to replace the services of our Promoters or we may not
be able to do so at all, which could adversely affect our business operations and affect our ability to continue to
manage and expand our business.

64. There may be potential conflict of interests between Our Company, Promoter Group Entities, Group Companies
and other venture or enterprises promoted by our promoter or directors

Our Group Companies i.e. M/s. Singh Suppliers Private Limited, M/s. Shree Krishna Timber Co Private Limited, M/s.
Silvertoss Industries Private Limited and M/s. Sris Exim Private Limited are authorised to carry on similar activities as
those conducted by our Company. As a result, conflicts of interests may arise in allocating business opportunities
amongst our Company, and our Group Companies in circumstances where our respective interests diverge. In cases of
conflict, our Promoter may favour other company in which our Promoter has interests. There can be no assurance that
our Promoter or members of the Promoter Group will not compete with our existing business or any future business
that we may undertake or that their interests will not conflict with ours. Any such present and future conflicts could
have a material adverse effect on our reputation, business, results of operations and financial condition.

For further details, kindly refer chapter titled “Group Entities of our Company” beginning on page no. 187 of this
Draft Prospectus.

65. Upon completion of the Issue, our Promoters / Promoter Group may continue to retain significant control, which
will allow them to influence the outcome of matters submitted to the shareholders for approval.

After completion of the Issue, our Promoters and Promoter Group will collectively own 73.53% of the total post issue
Equity Shares. As a result, our Promoter together with the members of the Promoter Group will be able to exercise a
significant degree of influence over us and will be able to control the outcome of any proposal that can be approved by
a majority shareholder vote, including, the election of members to our Board, in accordance with the Companies Act
and our Articles of Association. Such a concentration of ownership may also have the effect of delaying, preventing or
deterring any strategic decision favourable to the Company or effecting a change in control of our Company for the
betterment of the stakeholders.

In addition, our Promoter will continue to have the ability to cause us to take actions that are not in, or may conflict
with, our interests or the interests of some or all of our creditors or minority shareholders, and we cannot assure you
that such actions will not have an adverse effect on our future financial performance or the price of our Equity Shares.

66. Within the parameters as mentioned in the chapter titled “Objects of this Issue” beginning on page 81 of this Draft
Prospectus, our Company’s management will have flexibility in applying the proceeds of this Issue. The fund
requirement and deployment mentioned in the Objects of this Issue have not been appraised by any bank or
financial institution.

We intend to use entire Issue Proceeds towards meeting the working capital requirement and general corporate
purpose. We intend to deploy the Net Issue Proceeds in financial year 2024-25 and such deployment is based on
certain assumptions and strategy which our Company believes to implement in future. The funds raised from the
Issue may remain idle on account of change in assumptions, market conditions, strategy of our Company, etc., For
further details on the use of the Issue Proceeds, please refer chapter titled “Objects of the Issue” beginning on page
81 of this Draft Prospectus.

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The deployment of funds for the purposes described above is at the discretion of our Company’s Board of Directors.
The fund requirement and deployment are based on internal management estimates and has not been appraised by any
bank or financial institution. Accordingly, within the parameters as mentioned in the chapter titled “Objects of the
Issue” beginning on page 81 of this Draft Prospectus, the Management will have significant flexibility in applying
the proceeds received by our Company from the Issue. Our Board of Directors will monitor the proceeds of this Issue.

67. Delays or defaults in client payments could affect our operations.

We may be subject to working capital risks due to delays or defaults in payment by clients, which may restrict our
ability to procure raw materials and make payments when due. In addition, any delay or failure on our part to supply
the required quantity or quality of products, within the time, to our customers may in turn cause delay in payment or
refusal of payment by the customer. Such defaults/delays by our customers in meeting their payment obligations to us
may have a material effect on our business, financial condition and results of operations.

68. Our revenues are highly dependent on clients located in India. Any decline in the economic health of India could
adversely affect our business, financial condition and results of operations.

We majorly sell our products and services to clients located in India. If the economic conditions of India become
volatile or uncertain or the conditions in the financial market were to deteriorate, especially in recent times due to the
COVID-19 pandemic, or if there are any changes in laws applicable to our services and operations or if any restrictive
conditions are imposed on us or our business, the pricing of our services may become less favourable for us. Further,
our clients located in these geographies may reduce or postpone their spending significantly which would adversely
affect our operations and financial conditions. Any reduction in spending on third party logistic services may lower
the demand for our services and negatively affect our revenues and profitability.

69. Certain relevant copies of educational qualification and experience certificates of our promoters/Directors are not
traceable.

Relevant copies of education qualification and experience certificates of some of our promoters/Directors i.e. Mr.
Anand Kumar Singh, Mr. Jai Prakash Singh and Mrs. Shakuntala Singh are not traceable. We can’t assure you that
back-ups for the relevant copies of educational qualifications and experience certificates will be available in a timely
manner or at all. We have relied on personal undertakings obtained from them.

70. Non-availability of initial period secretarial/statutory records of the company filed with ROC since incorporation.

Since the company was incorporated on August 20, 2002, it is not possible to trace all secretarial records since
incorporation. We are unable to trace copies of certain records. However, we have taken the data from registers &
minutes maintained by the Company. We cannot assure you that the filings were made in a timely manner and that we
shall not be subject to any penalty imposed by the regulatory authorities in this respect.

71. We face competition in our business from organized and unorganized players, which may adversely affect our
business operation and financial condition.

The market in which our company is doing business is highly competitive on account of both the organized and
unorganized players. Players in this industry generally compete with each other on key attributes. Some of our
competitors may have longer industry experience and greater financial, technical and other resources, which may
enable them to react faster in changing market scenario and remain competitive. Moreover, the unorganized sector
offers their products at highly competitive prices which may not be matched by us and consequently affect our volume
of sales and growth prospects. Growing competition may result in a decline in our market share and may affect our
margins which may adversely affect our business operations and our financial condition.

72. 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.

Since the Issue size is less than Rs. 10,000.00 Lakh 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 through this Issue, is hence, at the discretion of the management and the Board of Directors of our
Company and will not be subject to monitoring by any independent agency. Any inability on our part to effectively
utilize the Issue proceeds could adversely affect our financials.

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73. Certain key performance indicators for certain listed industry peers included in this Draft Prospectus have been
sourced from public sources and there is no assurance that such financial and other industry information is
complete.

Pursuant to the requirements of the SEBI ICDR Regulations dated November 21, 2022, we have included certain key
performance indicators, comprising financial and operational information, for certain listed industry peers, in the
“Basis for Issue Price” beginning on page 88 of the Draft Prospectus. While our business comprises of the Plywood
industry, these listed industry peers are related to associate industry. Although this information is sourced from and
relied upon on the standalone/consolidated audited financial statements of the relevant listed industry peers for Fiscals
2023 as available on the websites of the Stock Exchanges, including the annual reports of the respective companies for
the years ended March 31, 2023 submitted to Stock Exchanges, there is no assurance that this information with respect
to industry peers is either complete or adequate. There are different methodologies and formulas used to compute the
various ratios.

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

B. Issue Related Risks

75. In the event there is any delay in the completion of the Issue, there would be a corresponding delay in the
completion of the objects of this Issue which would in turn affect our revenues and results of operations.

The funds that we receive would be utilized for the Objects of the Issue as has been stated in the Chapter “Objects of
the Issue” on page 81 of this Draft Prospectus. The proposed schedule of implementation of the objects of the Issue is
based on our management’s estimates. If the schedule of implementation is delayed for any other reason whatsoever,
including any delay in the completion of the Issue, we may have to revise our business, development and working
capital plans resulting in unprecedented financial mismatch and this may adversely affect our revenues and results of
operations.

76. There is no guarantee that our Equity Shares will be listed on the Emerge Platform of National Stock Exchange of
India Limited in a timely manner or at all.

In accordance with Indian law and practice, permission for listing and trading of our Equity Shares will not be granted
until after certain actions have been completed in relation to this Issue and until Allotment of Equity Shares pursuant
to this Issue. In accordance with current regulations and circulars issued of SEBI, our Equity Shares are required to be
listed on the Emerge Platform of National Stock Exchange of India Limited within such time as mandated under UPI
Circulars, subject to any change in the prescribed timeline in this regard. However, we cannot assure you that the
trading in our Equity Shares will commence in a timely manner or at all. Any failure or delay in obtaining final listing
and trading approvals may restrict your ability to dispose of your Equity Shares.

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

We have no experience as a public listed company or with the increased scrutiny of its affairs by shareholders,
regulators and the public at large that is associated with being a public listed company. As a public listed company, we
will incur significant legal, accounting, corporate governance, and other expenses that we did not incur as an unlisted

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company. We will also be subject to the provisions of the listing agreements signed with the Stock Exchange 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 and management supervision will be required. As a result, our 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.

78. 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 is based on numerous factors and may not be indicative of the market price for our Equity Shares after
the Issue. The market price of our Equity Shares could be subject to significant fluctuations after the Issue, and may
decline below the Issue Price. There can be no assurance that you will be able to resell your Shares at or above the
Issue Price. Among the factors that could affect our Share price are: variations in the rate of growth of our financial
indicators, such as earnings per share, net profit and income; changes in income or earnings estimates or publication of
research reports by analysts; speculation in the press or investment community; general market conditions; and
domestic and international economic, legal and regulatory factors unrelated to our performance.

79. After this Issue, the price of our Equity Shares may be volatile, or an active trading market for our Equity Shares
may not be sustained.

Prior to this Issue, there has been no public market for our Equity Shares, and an active trading market may not
develop or be sustained upon the completion of this Issue. The initial public offering price of the Equity Shares offered
hereby was determined through our negotiations with the LM and may not be indicative of the market price of the
Equity Shares after this Issue. The market price of our Equity Shares after this Issue will be subject to significant
fluctuations in response to, among other factors:

• variations in our operating results and the performance of our business;

• regulatory developments in our target markets affecting us, our customers, or our competitors;
• changes in financial estimates by securities research analysts;
• addition or loss of executive officers or key employees;
• loss of one or more significant customers;
• the performance of the Indian and global economy;
• significant developments in India’s economic liberalization and deregulation policies, and the fiscal
regime;
• volatility in the Indian and global securities markets;
• performance of our competitors and perception in the Indian market about investment in our
industry; and
• adverse media reports, if any, on our Company, or the industry.

Many of these factors are beyond our control. There has been recent volatility in the Indian stock markets and our
share price could fluctuate significantly as a result of such volatility in the future. There can be no assurance that an
active trading market for our Equity Shares will develop or be sustained after this Issue, or that the price at which our
Equity Shares are initially offered will correspond to the prices at which they will trade in the market subsequent to
this Issue.

80. The investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they
purchase in the Issue.

We have applied to National Stock Exchange of India Limited to use its name as the Stock Exchange in this offer
document for listing our shares on the Emerge Platform of National Stock Exchange of India Limited. In accordance
with Indian law and practice, permission for listing and trading of the Equity Shares issued pursuant to the Offer will
not be granted until after the Equity Shares have been issued and allotted. Approval for listing and trading will require
all relevant documents authorizing the issuing of Equity Shares to be submitted. There could be a delay in listing the
Equity Shares on the Emerge Platform of National Stock Exchange of India Limited. Any delay in obtaining the
approval would restrict your ability to dispose of your Equity Shares.

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81. There are restrictions on daily movements in the price of the Equity Shares, which may adversely affect a
shareholder’s 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 stock exchange, which does not allow transactions
beyond specified increases or decreases in the price of the Equity Shares. This circuit breaker operates independently
of the index-based market-wide circuit breakers generally imposed by SEBI 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. 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.

82. Any future issuance of Equity Shares may dilute the investors’ shareholdings or sales of our Equity Shares by our
Promoters or Promoter Group may adversely affect the trading price of our Equity Shares.

Any future equity issuances by us or sales of our Equity Shares by our Promoters or Promoter Group may adversely
affect the trading price of our Equity Shares and our Company’s ability to raise capital through an issue of
securities. In addition, any perception by potential investors that such issuances or sales might occur could also affect
the trading price of our Equity Shares. Additionally, the disposal, pledge or encumbrance of our Equity Shares by any
of our Company’s major shareholders, or the perception that such transactions may occur may affect the trading price
of our Equity Shares. No assurance may be given that our Company will not issue Equity Shares or that such
shareholders will not dispose of, pledge or encumber their Equity Shares in the future.

83. Our Company has not paid any dividends till now and there can be no assurance that we will pay dividends in
future.

Our ability to pay dividends in the future will depend upon a variety of factors such as future earnings, financial
condition, cash flows, working capital requirements, and restrictive covenants in our financing arrangements. Our
Company has not paid any dividends till now and there can be no assurance that we will pay dividends in future. Our
ability to pay dividends in the future will depend on our earnings, financial condition and capital requirements.
Dividends distributed by us will attract dividend distribution tax at rates applicable from time to time. There can be no
assurance that we will generate sufficient income to cover our operating expenses and pay dividends to our
shareholders, or at all. Our ability to pay dividends could also be restricted under the existing or certain financing
arrangements that we may enter into.

84. 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. Accordingly, realization of a gain on shareholders 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 192 of this draft
prospectus.

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

Under the current Indian Income Tax provisions, all transactions of purchase and sales of securities on Indian stock
exchanges are subject to levy of securities transaction tax (STT) which will be collected by respective stock exchange
on which the securities are transacted. Accordingly, the Indian Income Tax Act has special capital gains tax provisions
for all transactions of purchase and sale of equity shares carried out on the Indian Stock Exchanges. Under the current
Indian Income Tax provisions, unless specifically exempted, capital gains arising from the sale of equity shares in an
Indian company are generally taxable in India.

86. Applicants to this Issue are not allowed to withdraw their Applications after the Issue Closing Date.

In terms of the SEBI (ICDR) Regulations, Applicants in this Issue are not allowed to withdraw their Applications after
the Issue Closing Date. The Allotment in this Issue and the credit of such Equity Shares to the Applicant’s demat
account with its depository participant shall be completed within such period as prescribed under the applicable laws.

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There is no assurance, however, that material adverse changes in the international or national monetary, financial,
political or economic conditions or other events in the nature of force majeure, material adverse changes in our
business, results of operation or financial condition, or other events affecting the Applicant’s decision to invest in the
Equity Shares, would not arise between the Issue Closing Date and the date of Allotment in this Issue. Occurrence of
any such events after the Issue Closing Date could also impact the market price of our Equity Shares. The Applicants
shall not have the right to withdraw their applications in the event of any such occurrence. We cannot assure you that
the market price of the Equity Shares will not decline below the Issue Price. To the extent the market price for the
Equity Shares declines below the Issue Price after the Issue Closing Date, the shareholder will be required to purchase
Equity Shares at a price that will be higher than the actual market price of the Equity Shares at that time. Should that
occur, the shareholder will suffer an immediate unrealized loss as a result. We may complete the Allotment even if
such events may limit the Applicants’ ability to sell our Equity Shares after this Issue or cause the trading price of our
Equity Shares to decline.

87. Foreign investors may be restricted in their ability to purchase or sell Equity Shares.

Under 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 and reporting requirements
specified by the RBI or in the alternate, the pricing is in compliance with the extant provisions of SEBI ICDR
Regulations. If the transfer of shares is not in compliance with such pricing or reporting requirements and does not
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 Rupee proceeds from a sale of shares in India into foreign currency and repatriate
that foreign currency from India will require a no objection or a tax clearance certificate from the income tax
authority. We cannot assure that any required approval from the RBI or any other government agency can be obtained
on any particular terms or at all.

88. The investors may be restricted in their ability to exercise pre-emptive rights under Indian law and may be adversely
affected by future dilution of their ownership position.

Under the Companies Act, 2013, a Company incorporated in India must offer its holders of shares pre-emptive rights
to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages before the
issuance of any new shares, unless the pre-emptive rights have been waived by the adoption of a special resolution by
holders of three-fourths of the shares which are voted on the resolution. However, if the law of the jurisdiction the
investors are in does not permit them to exercise their pre-emptive rights without us filing an offering document or
registration statement with the applicable authority in the jurisdiction they are in, they will not be able to exercise their
pre-emptive rights unless we make such a filing. If we elect not to make such a filing, the new securities may be issued
to a custodian, who may sell the securities for the investors’ benefit. The value such custodian would receive upon the
sale of such securities if any, and the related transaction costs cannot be predicted. To the extent that the investors’ are
unable to exercise pre-emptive rights granted in respect of the Equity Shares, their proportional interest in us would be
reduced.

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

The Companies Act and related regulations, the Articles of Association, and the Listing Agreements to be entered into
with the Stock Exchange govern the corporate affairs of the Company. The Legal principles relating to these matters
and the validity of corporate procedures, directors’ fiduciary duties and liabilities, and shareholders’ rights may differ
from those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law may not be as
extensive as shareholders’ rights under the laws of other countries or jurisdictions. Investors may have more difficulty
in asserting their rights as a shareholder than as a shareholder of a corporation in another jurisdiction.

90. Our Equity Shares are quoted in Indian Rupees in India, and therefore investors may be subject to potential losses
arising out of exchange rate risk on the Indian Rupee and risks associated with the conversion of Indian Rupee
proceeds into foreign currency.

Investors are subject to currency fluctuation risk and convertibility risk since the Equity Shares are quoted in Indian
Rupees on the Indian stock exchanges on which they are listed. Dividends on the Equity Shares will also be paid in
Indian Rupees. The volatility of the Indian Rupee against the U.S. dollar and other currencies subjects investors who
convert funds into Indian Rupees to purchase our Equity Shares to currency fluctuation risks.

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EXTERNAL RISK FACTORS

91. The COVID-19 pandemic, or any future pandemic or widespread public health emergency, could materially and
adversely impact our business, financial condition, cash flows and results of operations.

In late 2019, COVID-19 emerged and by March 11, 2020 was declared a global pandemic by The World Health
Organization. Governments and municipalities around the world instituted measures in an effort to control the spread
of COVID-19, including quarantines, shelter-in-place orders, school closings, travel restrictions, lock down of cities
and closure of non-essential businesses. By the end of March, the macroeconomic impacts became significant,
exhibited by, among other things, a rise in unemployment and market volatility. The outbreak of COVID-19 in many
countries, including India, the United Kingdom and the United States, has significantly and adversely impacted
economic activity and has contributed to significant volatility and negative pressure in financial markets, and it is
possible that the outbreak of COVID-19 will cause a prolonged global economic crisis, recession or depression,
despite monetary and fiscal interventions by governments and central banks globally. On March 24, 2020, the
Government of India ordered a national lockdown in response to the spread of COVID-19. Although some
governments are beginning to ease or lift these restrictions, the impacts from the severe disruptions caused by the
effective shutdown of large segments of the global economy remain unknown and no prediction can be made of when
any of the restrictions currently in place will be relaxed or expire, or whether or when further restrictions will be
announced.

The outbreak, or threatened outbreak, of any severe communicable disease (particularly COVID-19) could materially
adversely affect overall business sentiment and environment, particularly if such outbreak is inadequately controlled.
The spread of any severe communicable disease may also adversely affect the operations of our clients and service
providers, which could adversely affect our business, financial condition and results of operations. The outbreak of
COVID-19 has resulted in authorities implementing several measures such as travel bans and restrictions, quarantines,
shelter in place orders, and shutdowns. These measures have impacted and may further impact our workforce and
operations, the operations of our clients, and those of our respective service providers. There is currently substantial
medical uncertainty regarding COVID-19. A rapid increase in severe cases and deaths where measures taken by
governments fail or are lifted prematurely, may cause significant economic disruption in India and in the rest of the
world. The scope, duration and frequency of such measures and the adverse effects of COVID-19 remain uncertain
and could be severe. If any of our employees were suspected of contracting COVID-19 or any other epidemic disease,
this could require us to quarantine some or all of these employees or disinfect the facilities used for our operations. In
addition, our revenue and profitability could be impacted to the extent that a natural disaster, health epidemic or other
outbreak harms the Indian and global economy in general.

The outbreak has significantly increased economic uncertainty. It is likely that the current outbreak or continued
spread of COVID-19 will cause an economic slowdown and it is possible that it could cause a global recession. The
spread of COVID-19 has caused us to modify our business practices (including employee travel, employee work
locations, and cancellation of physical participation in meetings, events and conferences), and we may take further
actions as may be required by government authorities or that we determine are in the best interests of our employees,
customers, partners, and suppliers. There is no certainty that such measures will be sufficient to mitigate the risks
posed by the outbreak, and our ability to perform critical functions could be harmed. The extent to which the COVID-
19 further impacts our results will depend on future developments, which are highly uncertain and cannot be predicted,
including new information which may emerge concerning the severity of the coronavirus and the actions taken
globally to contain the coronavirus or treat its impact, among others. Existing insurance coverage may not provide
protection for all costs that may arise from all such possible events. The degree to which COVID-19 impacts our
results will depend on future developments, which are highly uncertain and cannot be predicted, including, but not
limited to, the duration and spread of the outbreak, its severity, the actions taken to contain the outbreak or treat its
impact, and how quickly and to what extent normal economic and operating conditions can resume. The above risks
can threaten the safe operation of our facilities and cause disruption of operational activities, environmental harm, loss
of life, injuries and impact the wellbeing of our people.

Further in case the lockdown is extended, it could result in muted economic growth or give rise to a recessionary
economic scenario, in India and globally, which could adversely affect the business, prospects, results of operations
and financial condition of our Company. The full extent to which the COVID-19 pandemic, or any future pandemic or
widespread public health emergency impacts our business, operations and financial results will depend on numerous
evolving factors that we may not be able to accurately predict, including: the scope, severity, and duration of the
pandemic; actions taken by governments, business and individuals in response to the pandemic; the effect on customer
demand for and ability to pay for our products; the impact on our capital expenditure; disruptions or restrictions on our
employees’ and suppliers’ ability to work and travel; any extended period of remote work arrangements; and strain on
our or our customers’ business continuity plans, and resultant operational risk.

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92. A slowdown in economic growth in India could adversely affect our business, results of operations, financial
condition and cash flows.

We are dependent on domestic, regional and global economic and market conditions. Our performance, growth and
market price of our Equity Shares are and will be dependent to a large extent on the health of the economy in which
we operate. There have been periods of slowdown in the economic growth of India. Demand for our products may be
adversely affected by an economic downturn in domestic, regional and global economies. Economic growth in the
country in which we operate is affected by various factors including domestic consumption and savings, balance of
trade movements, namely export demand and movements in key imports of materials, global economic uncertainty
and liquidity crisis, volatility in exchange currency rates, and annual rainfall which affects agricultural production.
Consequently, any future slowdown in the Indian economy could harm our business, results of operations, financial
condition and cash flows. Also, a change in the government or a change in the economic and deregulation policies
could adversely affect economic conditions prevalent in the areas in which we operate in general and our business in
particular and high rates of inflation in India could increase our costs without proportionately increasing our revenues,
and as such decrease our operating margin.

93. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws, may
adversely affect our business and financial performance.

Our business and financial performance could be adversely affected by unfavourable changes in or interpretations of
existing, or the promulgation of new laws, rules and regulations applicable to us and our business. Please refer to “Key
Industry Regulations and Policies” on page 149 of this Draft Prospectus for details of the laws currently applicable to
us.

There can be no assurance that the Government of India may not implement new regulations and policies which will
require us to obtain approvals and licenses from the Government of India and other regulatory bodies or impose
onerous requirements and conditions on our operations. Our Company will comply with relevant regulations as and
when applicable. However, any such changes and the related uncertainties with respect to the applicability,
interpretation and implementation of any amendment to, or change to governing laws, regulation or policy in the
jurisdictions in which we operate may have a material adverse effect on our business, financial condition and results of
operations. In addition, we may have to incur expenditures to comply with the requirements of any new regulations,
which may also materially harm our results of operations. Any unfavourable changes to the laws and regulations
applicable to us could also subject us to additional liabilities.

GST has been implemented with effect from July 1, 2017 and has replaced the indirect taxes on goods and services
such as central excise duty, service tax, central sales tax, state VAT and surcharge being collected by the central and
state governments. The GST has led to increase tax incidence and administrative compliance. Any future amendments
may affect our overall tax efficiency, and may result in significant additional taxes becoming payable.

Further, the general anti avoidance rules (“GAAR”) provisions have been made effective from assessment year 2018-
19 onwards, i.e.; financial Year 2017-18 onwards and the same may get triggered once transactions are undertaken to
avoid tax. The consequences of the GAAR provisions being applied to an arrangement could result in denial of tax
benefit amongst other consequences. In the absence of any precedents on the subject, the application of these
provisions is uncertain.

The application of various Indian tax laws, rules and regulations to our business, currently or in the future, is subject to
interpretation by the applicable taxation authorities. If such tax laws, rules and regulations are amended, new adverse
laws, rules or regulations are adopted or current laws are interpreted adversely to our interests, the results could
increase our tax payments (prospectively or retrospectively) and/or subject us to penalties. Further, changes in capital
gains tax or tax on capital market transactions or sale of shares could affect investor returns. As a result, any such
changes or interpretations could have an adverse effect on our business and financial performance.

94. Inflation in India could have an adverse effect on our profitability and if significant, on our financial condition.

Inflation is typically impacted by factors such as governmental policies, regulations, commodity prices, liquidity and
global economic environment. Any change in the government or a change in the economic and deregulation policies
could adversely affect the inflation rates. Continued high rates of inflation may increase our costs such as salaries,
travel costs and related allowances, which are typically linked to general price levels. There can be no assurance that
we will be able to pass on any additional costs to our clients or that our revenue will increase proportionately
corresponding to such inflation. Accordingly, high rates of inflation in India could have an adverse effect on our
profitability and, if significant, on our financial condition.

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95. 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 Mumbai
terrorist attacks 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.

96. Any downgrading of India's debt 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 domestic or international rating
agencies may adversely affect our ability to raise additional financing and the interest rates and other commercial
terms at which such additional financing is available. This could have an adverse effect on our capital expenditure
plans, business and financial performance and the price of our Equity Shares.

97. We have not prepared, and currently do not intend to prepare, our financial statements in accordance with the
International Financial Reporting Standards (“IFRS”). Our transition to IFRS reporting could have a material
adverse effect on our reported results of operations or financial condition.

Public companies in India, including us, may be required to prepare annual and interim financial statements under
IFRS in accordance with the roadmap for convergence with IFRS announced by the Ministry of Corporate Affairs,
Government of India through a press note dated January 22, 2010 (the “IFRS Convergence Note”). The Ministry of
Corporate Affairs by a press release dated February 25, 2011 has notified that 35 Indian Accounting Standards are to
be converged with IFRS. The date of implementation of such converged Indian accounting standards has not yet been
determined. Our financial condition, results of operations, cash flows or changes in shareholders’ equity may appear
materially different under IFRS than under Indian GAAP or our adoption of converged Indian Accounting Standards
may adversely affect our reported results of operations or financial condition. This may have a material adverse effect
on the amount of income recognized during that period and in the corresponding (restated) period in the comparative
Fiscal/period.

98. Financial difficulty and other problems in certain long-term lending institutions and investment institutions in
India could have a negative impact on our business.

We are exposed to the risks of the Indian financial system which may be affected by the financial difficulties faced by
certain Indian financial institutions because the commercial soundness of many financial institutions may be closely
related as a result of credit, trading, clearing or other relationships. This risk, which is referred to as “systemic risk,”
may adversely affect financial intermediaries, such as clearing agencies, banks, securities firms and exchanges with
whom we interact on a daily basis. Our transactions with these financial institutions expose us to credit risk in the
event of default by the counter party, which can be exacerbated during periods of market illiquidity. As the Indian
financial system operates within an emerging market, we face risks of a nature and extent not typically faced in more
developed economies, including the risk of deposit runs notwithstanding the existence of a national deposit insurance
scheme. The problems faced by individual Indian financial institutions and any instability in or difficulties faced by
the Indian financial system generally could create adverse market perception about Indian financial institutions and
banks. This in turn could adversely affect our business, financial condition, results of operations and cash flows.

99. 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.

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.

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100. Political instability or changes in the Government could adversely affect economic conditions in India generally
and our business in particular.

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. Elimination or substantial change of policies or the introduction of policies that negatively affect the
Company’s business could cause its results of operations to suffer. Any significant change in India’s economic
policies could disrupt business and economic conditions in India generally and the Company’s business in particular.

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SECTION IV: INTRODUCTION

THE ISSUE

The present Issue of 51,00,000 Equity Shares in terms of draft prospectus has been authorized pursuant to a resolution of
our Board of Directors held on February 24, 2024 and by special resolution passed under Section 62(1)(c) of the
Companies Act, 2013, at the Extra Ordinary General Meeting of the members held on March 20, 2024.

The following is the summary of the Issue:

PARTICULARS DETAILS
Up to 51,00,000 Equity Shares of ₹10/- each fully paid-up of our
Present Issue (1) Company for cash at a price of ₹55/- per Equity Share
aggregating to ₹ 2,805.00 Lakhs.
Out of which:
Up to 2,56,000 Equity Shares of ₹10/- each fully paid-up of our
Market Maker Reservation Portion Company for cash at a price of ₹55/- per Equity Share
aggregating to ₹ 140.80 Lakhs.
Up to 48,44,000 Equity Shares of ₹10/- each fully paid-up of our
Net Issue to the Public (2) Company for cash at a price of ₹55/- per Equity Share
aggregating to ₹ 2,664.20 Lakhs.
Out of which:
24,22,000 Equity Shares of ₹10/- each fully paid-up of our
Allocation to Retail Individual Investors for up to
Company for cash at a price of ₹55/- per Equity Share
Rs. 2.00 lakh
aggregating to ₹ 1,332.10 Lakhs.
24,22,000 Equity Shares of ₹10/- each fully paid-up of our
Allocation to other investors for above Rs. 2.00 lakh Company for cash at a price of ₹55/- per Equity Share
aggregating to ₹ 1,332.10 Lakhs.
Pre- and Post-Issue Equity Shares
Equity Shares outstanding prior to the Issue 1,42,74,830 Equity Shares having face value of ₹10/- each
Equity Shares outstanding after the Issue* 1,93,74,830 Equity Shares having face value of ₹10/- each
Please refer to the section titled “Objects of the issue” beginning
Objects of the Issue
on page no. 81 of this draft prospectus.
Issue Opens on [●]
Issue Closes on [●]
*Assuming Full Allotment
(1)
The present Issue is being made by our Company in terms of Regulation 229(2) of the 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)
This Issue is being made in terms of Section IX of the SEBI (ICDR) Regulations 2018, as amended from time to time.
The Issue is being made through the Fixed Price method and hence, as per Regulation 253, sub regulation (2) of SEBI
(ICDR) Regulations 2018, the allocation in the net issue to public category shall be made as follow:
(a) Minimum 50% to the Retail individual investors; and
(b) remaining to:
i. individual applicants other than retail individual investors; and
ii. other investors including corporate bodies or institutions; irrespective of the number of specified securities
applied for;
Provided that the unsubscribed portion in either of the categories specified in clauses (a) or (b) may be allocated to
applicants in the other category.
Explanation: For the purpose of Regulation 253, sub-Regulation (2), if the retail individual investor category is entitled to
more than fifty percent of the issue size on proportionate basis, the retail individual investors shall be allocated that higher
percentage.
For further details, kindly refer the chapter titled “Terms of the Issue” beginning on page 266 of this draft prospectus.

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SUMMARY OF FINANCIAL INFORMATION

SUMMARY STATEMENT OF ASSETS & LIABILITIES, AS RESTATED

(INR in Lacs)
Note As at As at As at As at
Particulars
No 31.12.2023 31.03.2023 31.03.2022 31.03.2021
I. EQUITY AND LIABILITIES
(1) Shareholder’s Funds

(a) Share Capital 1 1,427.48 929.64 909.21 909.21

(b) Reserves and Surplus 2 8,029.28 7,882.14 7,374.05 7,068.74

9,456.77 8,811.78 8,283.26 7,977.95

(2) Non-Current Liabilities

(a) Long Term Borrowings 3 526.65 577.94 796.05 773.79

(3) Current Liabilities

(a) Short Term Borrowings 4 5,927.88 4,922.61 3,783.19 3,927.37

(b) Trade Payables

(i) total outstanding dues of micro and small enterprises 5 26.66 43.41 23.73 26.53

(ii) total outstanding dues other than micro and small enterprises 5,211.63 5,622.81 4,550.21 3,398.49

(c) Other Current Liabilities 6 493.05 391.07 696.67 427.59

(d) Short-Term Provisions 7 84.11 28.85 9.21 19.10

Total 21,726.74 20,398.47 18,142.32 16,550.83

II.ASSETS
(1) Non-Current Assets
(a) Property, Plant and Equipment & Intangible Assets

(i) Property, Plant and Equipment 8 2,249.16 1,991.58 2,041.84 1,876.23

(ii) Capital Work-in-Progress 81.41 84.01 - -

(b) Deferred Tax Asset (Net) 9 (12.84) 23.93 10.31 3.46

(c) Other Non Current Assets 10 391.56 706.94 537.17 444.78

(2) Current Assets

(a) Inventories 11 13,208.33 13,161.76 10,656.54 10,516.10

(b) Trade Receivables 12 3,960.24 3,852.61 4,050.57 2,919.13

(c) Cash and Cash Equivalents 13 1,653.58 310.26 558.15 410.31

(d) Short-Term Loans and Advances 14 170.91 240.75 247.87 208.09

(e) Other Current Assets 15 24.40 26.62 39.87 172.73

Total 21,726.74 20,398.47 18,142.32 16,550.83

For further details, kindly refer the chapter titled “Financial Statements as Restated” beginning on page 193 of this Draft
prospectus.

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SUMMARY STATEMENT OF PROFIT & LOSS, AS RESTATED

(INR in Lacs)
Period Year Ended Year Ended Year Ended
Particulars Note Ended Dec March 31, March 31, March 31,
31, 2023 2023 2022 2021
I. Income

Revenue from Operations 16 16,079.18 19,807.26 17,182.35 10,889.27

Other Income 17 114.06 108.06 110.28 139.64

II. Total Income 16,193.24 19,915.32 17,292.63 11,028.91

III. Expenses:

Cost of Materials Consumed 18 9,927.40 12,659.06 11,578.43 7,371.48

Purchase of Stock-in-trade 19 634.45 1,528.57 1,738.26 464.26

Changes in Inventories of Finished Goods, Work-in-
progress and Stock-in-trade 20 630.47 (1,330.11) (1,369.76) (738.92)

Employee Benefit Expenses 21 778.79 855.99 686.27 550.76

Finance Costs 22 664.39 725.18 560.39 699.42

Depreciation and Amortization Expenses 23 165.39 233.79 210.16 195.18

Other Expenses 24 2,740.26 4,781.93 3,495.75 2,435.83

IV. Total Expenses 15,541.15 19,454.41 16,899.50 10,978.01

V. Profit Before Exceptional Items and Tax

652.09 460.91 393.13 50.90
VI. Exceptional Items - - - -

VII. Profit Before Tax (VII - VIII) 652.09 460.91 393.13 50.90
VIII. Tax Expenses:

(1) Current Tax 167.34 121.68 94.66 20.68

(2) Earlier Years Taxes - - - -

(3) Deffered Tax 36.77 (13.62) (6.84) (6.88)

IX. Profit for the Period After Tax 447.98 352.85 305.31 37.09
X. Earning Per Equity Share

Basic/ Diluted Earnings Per Share of Rs.10/- Each 25 3.14 3.80 3.36 0.41

Basic/ Diluted Earnings Per Share of Rs.10/- Each 25 3.14 2.53 2.24 0.27
~(Post Bonus with retrospective effect )

For further details, kindly refer the chapter titled “Financial Statements as Restated” beginning on page 193 of this Draft
prospectus.

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SUMMARY STATEMENT OF CASH FLOW, AS RESTATED

(INR in Lacs)
For the Period
For the Year ended on
PARTICULARS ended
on 31/12/2023 31-03-2023 31-03-2022 31-03-2021
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit Before Tax as per Profit & Loss A/c 652.09 460.91 393.13 50.90
Add: Adjusted for Non Operating Expenses/Items
Depreciation & Amortisation 165.39 233.79 210.16 195.18
Interest Expenses & Finance Cost 664.39 725.18 560.39 699.42
Loss on Sale of Machinery - - - 3.97
Less: Adjusted for Non operating Income/Items
Interest Received 35.24 45.02 42.47 44.73
Adjustment for Gratuity 0.00 4.56 1.00 8.59
Insurance Claim 28.69 - - 4.61
Profit on Sale of Assets 7.61 13.44 45.44 -
Rent Received 7.07 0.92 0.24 0.97
Operating profit before charging working capital 1,403.26 1,355.94 1,074.53 890.57
Adjusted for :
Decrease/(Increase) in Receivables (34.31) 248.98 (1,226.06) 918.64
Decrease/(Increase) in Inventories (46.57) (2,505.22) (140.44) 508.31
Increase/(Decrease) in Trade Payables (427.93) 1,092.28 1,148.92 (1,585.03)
Increase/(Decrease) in Other Current Liabilities 101.98 (305.60) 269.08 (129.92)
Income Tax Paid During the Year 112.33 94.66 23.68 103.59
Net Cash Flow From Operating Activities (A) 884.11 (208.28) 1,102.35 498.98

B. CASH FLOW FROM INVESTING ACTIVITES

Interest Received 35.24 45.02 42.47 36.41
Rent Received 7.07 0.92 0.24 0.97
Sale Proceeds of Fixed Assets 16.61 36.41 91.00 69.99
Insurance Claim Received 28.69 - - 4.61
Purchase of Fixed Assets 429.37 290.51 421.32 211.18
Investment in FD (314.38) 203.21 (15.41) (629.35)
Net Cash Generated/(Used) From Investing Activities (B) (27.38) (411.37) (272.20) 530.14

C. CASH FLOW FROM FINANCING ACTIVITES

Increase in Share Capital 22.01 20.42 - -
Security Premium Received 174.99 155.22 - -
Interest & Finance Cost 664.39 725.18 560.39 699.42
Increase in Long Term Borrowings 168.14 (232.33) 23.80 1,007.84
Net Cash Generated/(Used) From Financing Activities (C) (299.25) (781.87) (536.59) 308.42

Net Increase / ( Decrease ) in Cash and Cash Equivalents 557.48 (1,401.53) 293.56 1,337.55
Cash and Cash equivalents at the beginning of the Year (4,260.52) (2,858.99) (3,152.55) (4,490.09)
Cash and Cash equivalents at the end of the Year (3,703.04) (4,260.52) (2,858.99) (3,152.55)

For further details, kindly refer the chapter titled “Financial Statements as Restated” beginning on page 193 of this Draft
prospectus.

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SECTION V: GENERAL INFORMATION

GENERAL INFORMATION

Our Company was originally incorporated as a Private Limited Company in the name of “Singh Brothers Exim Private
Limited” on August 02, 2002 under the provisions of Companies Act, 1956 bearing Corporate Identification Number
U51431WB2002PTC095027 issued by Registrar of Companies - West Bengal. Subsequently the name of our company
was changed to “Sylvan Plyboard (India) Private Limited” vide a fresh Certificate of Incorporation consequent upon
Change of Name dated March 05, 2013 bearing Corporate Identification Number U51431WB2002PTC095027 issued by
Registrar of Companies - West Bengal. Subsequently, our company was converted into Public Limited Company under the
Companies Act, 2013 and the name of our Company was changed to “Sylvan Plyboard (India) Limited” vide a fresh
Certificate of Incorporation consequent upon conversion from Private Company to Public Company dated June 19, 2018
bearing Corporate Identification Number U51431WB2002PLC095027 issued by Registrar of Companies – Kolkata. For
further details of change in name and registered office of our company, please refer to section titled “Our History and
Certain Corporate Matters” beginning on page no 161 of the Draft Prospectus.

Brief Company and Issue Information

Sylvan Plyboard (India) Limited

NH-2, Delhi Road, Champsara, Chinnamore,
Baidyabati, Hooghly- 712222, West Bengal, India.
Registered Office and Factory Address Contact Person: Mr. Rajneesh Mishra
Contact No: +91 33 4801 7916
Email ID: cs@sylvanply.com
Website: www.sylvanply.com
Sylvan Plyboard (India) Limited
Adventz Infinity@5, Block-BN5, Office No. 802,
Sector-V, Salt Lake, Kolkata – 700091, West Bengal, India
Corporate Office Contact Person: Mr. Rajneesh Mishra
Contact No: +91 33 4801 7916
Email ID: cs@sylvanply.com
Website: www.sylvanply.com
Date of Incorporation August 02, 2002
Corporate Identification Number U51431WB2002PLC095027
Company Category Company Limited by Shares
Company Subcategory Indian Non-Government Company
Registrar of Companies - Kolkata
Address of Registrar of Companies Nizam Palace, 2nd MSO Building,
2nd Floor, 234/4, A.J.C.B. Road, Kolkata - 700020
National Stock Exchange of India Limited,
SME EMERGE Platform of NSE (“NSE EMERGE”)
Designated Stock Exchange^
Exchange Plaza, Plot no. C/1, G Block,
Bandra - Kurla Complex, Bandra (E), Mumbai – 400051
Mr. Rajneesh Mishra
Sylvan Plyboard (India) Limited
Adventz Infinity@5, Block-BN5, Office No. 802,
Company Secretary and
Sector-V, Salt Lake, Kolkata – 700091, West Bengal, India
Compliance Officer
Contact No: +91 33 4801 7916
Email ID: cs@sylvanply.com
Website: www.sylvanply.com
Mr. Shashi Kant Tiwari
Sylvan Plyboard (India) Limited
Adventz Infinity@5, Block-BN5, Office No. 802,
Chief Financial Officer Sector-V, Salt Lake, Kolkata – 700091, West Bengal, India
Contact No: +91 33 4801 7916
Email ID: cfo@sylvanply.com
Website: www.sylvanply.com

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M/s. Dokania S. Kumar & Co, Chartered Accountants

40, Strand Road, Model House, 5th floor,
Kolkata- 700001, India
Contact Person: CA Sourav Dokania
Peer Review / Statutory Auditor of the Email ID: dokaniasourav@gmail.com
company Contact No.: +91-93338 77820
Designation: Partner
Membership No.: 304128
Firm Registration No: 322919E
Peer Review Certificate No: 013305, Valid up to 31.07.2025
^ In compliance with Regulation 230(1)(a) of SEBI (ICDR) Regulation, 2018, we have made an application to NSE on the
EMERGE Platform only for listing of our equity shares.

Board of Directors of Our Company

Sl. Name of the Current

DIN Age Address
No. Director Designation
Flat 3B, Classica Apartment, 2/8B Sarat
1 Anand Kumar Singh 00651384 Managing Director 53 Bose Road, L.R. Sarani, Kolkata-700020,
West Bengal, India

Whole Time 2/8B, Sarat Bose Road, L.R. Sarani,

2 Jai Prakash Singh 00655886 75
Director & Chairman Kolkata-700020, West Bengal, India.

Non-Executive 2/8B, Sarat Bose Road, L.R. Sarani,

3 Shakuntala Singh 00656073 69
Director Kolkata-700020, West Bengal, India.

54/C, Hem Chandra Lane, Uttarpara

4 Pallab Samajdar 08157892 Independent Director 62 Kotrung, Bhadrakali, Hooghly- 712232,
West Bengal, India

16 No Ramkamal Street, Khiddirpore,

5 Rathin Kumar Ray 08139761 Independent Director 77
Kolkata- 700023, West Bengal, India

For further details of the Board of Directors, please refer to the Section titled “Our Management” beginning on page no
166 of this draft prospectus.

Details of Key Intermediaries pertaining to this Issue and our Company:

LEAD MANAGER REGISTRAR TO THE ISSUE

FINSHORE MANAGEMENT SERVICES LIMITED BIGSHARE SERVICES PRIVATE LIMITED
‘Anandlok’, Block-A, 2nd Floor, Room No. 207, Office No S6-2, 6th Floor, Pinnacle Business Park,
227 A.J.C Bose Road, Kolkata-700020, Next to Ahura Centre, Mahakali Caves Road,
West Bengal, India Andheri (East), Mumbai – 400093
Telephone: 033 – 2289 5101 / 4603 2561 Telephone: 022 62638200
Email: info@finshoregroup.com Email: ipo@bigshareonline.com
Website: www.finshoregroup.com Website: www.bigshareonline.com
Investor Grievance Email: investors@finshoregroup.com Investor Grievance Email: investors@bigshareonline.com
Contact Person: Mr. S. Ramakrishna Iyengar Contact Person: Mr. Sagar Pathare
SEBI Registration No: INM000012185 SEBI Registration Number: INR000001385
CIN: U74900WB2011PLC169377 CIN: U99999MH1994PTC076534
BANKER TO THE ISSUE AND SPONSOR BANK LEGAL ADVISOR TO THE ISSUE

J. MUKHERJEE & ASSOCIATES

D-1, MMS Chambers, 1st Floor,
4A Council House Street, Kolkata-700001,
[●] West Bengal, India
Telephone: +91 9830640366
Email ID: jmukherjeeandassociates@gmail.com
Contact Person: Mr. Jayabrata Mukherjee

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Note: Investors may contact our Company Secretary and Compliance Officer and/or the Registrar to the Issue and/or the
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. For all Issue related queries and for
redressal of complaints, Applicants may also write to the Lead Manager. All complaints, queries or comments received by
Stock Exchange/SEBI shall be forwarded to the Lead Manager, who shall respond to the same.

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.

Statement of Inter Se Allocation of Responsibilities

Finshore Management Services Limited is the sole Lead Manager to this Issue and all the responsibilities relating to co-
ordination and other activities in relation to the Issue shall be performed by them and hence a statement of inter-se
allocation of responsibilities is not required.

Self-Certified Syndicate Banks (“SCSBs”)

The lists of banks that have been notified by SEBI to act as SCSB for the ASBA process are provided on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34. For details of the Designated
Branches which shall collect Application Forms, please refer to the above-mentioned SEBI link.

Issuer Banks for UPI

The list of Self Certified Syndicate Banks that have been notified by SEBI to act as Issuer Bank for UPI mechanism are
provided on the website of SEBI on
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yesandintmId=40. For details on Designated
Branches of SCSBs collecting the Bid Cum Application Forms, please refer to the above-mentioned SEBI link.

Registered Brokers

The list of the Registered Brokers, including details such as postal address, telephone number and e-mail address, is
provided on the website of the Stock Exchange, at National Stock Exchange of India Limited at www.nseindia.com as
updated from time to time.

Brokers to This Issue

All brokers registered with SEBI and members of the Recognised Stock Exchange can act as brokers to the Offer.

Registrar to Issue 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 Stock Exchange at National Stock Exchange
of India Limited, as updated from time to time.

Collecting Depository Participants

The list of the CDPs eligible to accept Application Forms at the Designated CDP Locations, including details such as name
and contact details, are provided on the website of Stock Exchange at National Stock Exchange of India Limited, as
updated from time to time. The list of branches of the SCSBs named by the respective SCSBs to receive deposits of the
Application Forms from the Designated Intermediaries will be available on the website of the SEBI (www.sebi.gov.in) and
updated from time to time.

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Credit Rating

This being an Issue of Equity Shares, credit rating is not required. However, Acuite Ratings & Research Limited has
assigned ‘ACUITE BBB- for Long Term (Stable) and ‘ACUITE A3’ for Short Term vide their report dated February 14,
2023.

Trustees

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

Debenture Trustees

As the Issue is of Equity Shares, the appointment of Debenture trustees is not required.

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.

Monitoring Agency

As per regulation 262(1) of the SEBI ICDR Regulations 2018, the requirement of Monitoring Agency is not mandatory if
the Issue size is below Rs.10,000 Lakhs. Since the Issue size is only of ₹ 2,805.00 Lakhs, our Company has not appointed
any monitoring agency for 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.

Appraising Entity

No appraising entity has been appointed in respect of any objects of this Issue.

Filing of Draft Prospectus/Prospectus with the SEBI/ROC

In terms of Regulation 246(1) of the SEBI (ICDR) Regulations, 2018, a copy of the Prospectus shall be filed with the
Board (SEBI) through the Lead Manager, immediately upon filing of the offer document with the Registrar of Companies.
However, as per Regulation 246(2) of the SEBI (ICDR) Regulations, 2018, the Board (SEBI) shall not issue any
observation on the offer document.

In terms of Regulation 246(5) of the SEBI (ICDR) Regulations, 2018, a copy of the Prospectus shall also be furnished to
the Board in a soft copy.

A copy of the Prospectus shall be filed electronically with the SEBI through the SEBI intermediary portal at
https://siportal.sebi.gov.in in terms of the circular (No. SEBI/HO/CFD/DIL1/CIR/P/2018/011) dated January 19, 2018
issued by the SEBI and with the Designated Stock Exchanges. Further, in light of the SEBI notification dated March 27,
2020, a copy of the Prospectus will be mailed at the e-mail address: cfddil@sebi.gov.in

A copy of the Prospectus, along with the documents required to be filed under Section 26 & 32 of the Companies Act,
2013 would be delivered for filing to the Registrar of Companies – Kolkata.

Issue Programme

Issue Opening Date [●]

Issue Closing Date [●]
Finalisation of Basis of Allotment with NSE EMERGE [●]
Initiation of Allotment / Refunds/ unblocking of ASBA Accounts [●]
Credit of Equity Shares to demat accounts of the Allottees [●]
Commencement of trading of the Equity Shares on NSE EMERGE [●]

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Draft Prospectus

Expert Opinion

Our Company has not obtained any expert opinions except we have received consent from the Peer Review Auditors of the
Company to include their name as an expert in this draft prospectus in relation to the (a) Peer Review Auditors' reports on
the restated Audited financial statements; and (b) Statement of Tax Benefits by the Peer review Auditors and such consent
has not been withdrawn as on the date of this draft prospectus.

Change in Auditors during the last three (3) years

Name of the Auditor R.T Yadava & Co, M/s. Dokania S. Kumar & Co,
Chartered Accountants Chartered Accountants
FRN/Mem. No 312162E 322919E
Peer Review No. - 013305
Date of Appointment 21-12-2020 12-12-2023
Date of Resignation 10-11-2023 -
Period From 01-04-2020 01-04-2023
Period To 31-03-2025 31-03-2024
Email ID pysh266@yahoo.co.in dokaniasourav@gmail.com
Address 22, canning street, 4th Floor, Room No- 35A, 40, Strand Road, Model House, 5th floor,
Kolkata- 700001 Kolkata- 700001, India
Reason for Change Does not hold a valid Peer Review Certificate Auditor appointed in case Casual Vacancy
and holds a valid Peer Review Certificate

Underwriter

In terms of Regulation 260 (1) of the SEBI (ICDR) Regulations, 2018, the initial public offer shall be underwritten for
hundred per cent (100%) of the offer and shall not be restricted up to the minimum subscription level and as per sub
regulation (2) The lead manager(s) shall underwrite at least fifteen per cent of the issue size on their own account(s).

Our Company and Lead Manager to the Issue hereby confirm that the Issue is 100% Underwritten. The underwriting
agreement is dated [●] and pursuant to the terms of the underwriting agreement, obligations of the underwriter are subject
to certain conditions specified therein. The underwriter has indicated their intention to underwrite following number of
specified securities being offered through this Issue.

Indicated number % of the total

Name, Address, Telephone, and Email of the Amount
of Equity Shares to Issue Size
Underwriter Underwritten
be Underwritten Underwritten
Finshore Management Services Limited
Anandlok, Block-A, 2nd Floor, Room No. 207,
227 A.J.C. Bose Road, Kolkata-700020,
West Bengal, India
Tel No: 033 – 2289 5101 / 4603 2561
Website: www.finshoregroup.com 51,00,000 ₹ 2,805.00
100.00%
Email: info@finshoregroup.com Equity Shares* Lakhs
Investor Grievance Email: investors@finshoregroup.com
Contact Person: Mr. S. Ramakrishna Iyengar
SEBI Registration No: INM000012185

*Includes 2,56,000 Equity shares of the Market Maker Reservation Portion which are to be subscribed by the Market
Maker vide their agreement dated [●] in order to comply with the requirements of Regulation 261 of the SEBI (ICDR)
Regulations, as amended.

In the opinion of the Board of Directors of our Company, the resources of the above-mentioned Underwriter and Market
Maker are sufficient to enable them to discharge their respective underwriting obligations in full.

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Draft Prospectus

Details of Market Making Arrangement for This Issue

Our Company and the Lead Manager has entered into Market Making Agreement dated [●] with the following Market
Maker to fulfil the obligations of Market Making for this Issue:

Name [●]
Address [●]
Contact Person [●]
Telephone [●]
E-mail [●]
Website [●]
SEBI Registration No [●]
CIN [●]

M/s. [●], registered with National Stock Exchange of India 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 in SEBI (ICDR) Regulations as amended from time to time.

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

➢ In terms of regulation 261(1) of SEBI ICDR Regulations 2018, the Market Making arrangement through the Market
Maker will be in place for a period of three years from the date of listing of our Equity Shares and shall be carried out
in accordance with SEBI ICDR Regulations and the circulars issued by the NSE and SEBI regarding this matter from
time to time.

➢ In terms of regulation 261(2) of SEBI ICDR Regulations 2018, The market maker or issuer, in consultation with the
lead manager(s) may enter into agreements with the nominated investors for receiving or delivering the specified
securities in market making, subject to the prior approval of the NSE EMERGE.

➢ In terms of regulation 261(3) of SEBI ICDR Regulations 2018, Following is a summary of the key details pertaining to
the Market Making arrangement

1. The Market Maker “[●]” shall be required to provide a two-way quote for 75% of the time in a day. The same
shall be monitored by the stock exchange. Further, the Market Maker(s) shall inform the exchange in advance for
each and every black out period when the quotes are not being offered by the Market Maker(s).

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

3. The Market Maker is required to comply with SEBI Circular No. CIR/MRD/DSA/31/2012 dated November 27,
2012 and SEBI ICDR Regulations and relevant Exchange Circulars requirement for Market Makers on SME
platform.

4. The minimum depth of the quote shall be Rs.1.00 Lakh. However, the investors with holdings of value less than
Rs. 1.00 Lakh shall be allowed to offer their holding to the Market Maker in that scrip provided that he sells his
entire holding in that scrip in one lot along with a declaration to the effect to the selling broker.

5. There shall be no exemption/threshold on downside. However, in the event the Market Maker exhausts his
inventory through market making process, NSE may intimate the same to SEBI after due verification.

6. The Market Maker shall not sell in lots less than the minimum contract size allowed for trading on NSE EMERGE
(in this case currently the minimum trading lot size is 2,000 equity shares; however, the same may be changed by
the NSE EMERGE from time to time).

7. The shares of the Company will be traded in Trade for Trade Segment for the first 10 days from commencement
of trading (as per SEBI Circular no: CIR/MRD/DP/ 02/2012 dated January 20, 2012) on EMERGE Platform of
NSE and market maker will remain present as per the guidelines mentioned under NSE and SEBI circulars.

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Draft Prospectus

8. The Market Maker shall start providing quotes from the day of the listing / the day when designated as the Market
Maker for the respective scrip and shall be subject to the guidelines laid down for market making by the National
Stock Exchange of India Limited.

9. 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.

10. In terms of regulation 261(6) of SEBI ICDR Regulations 2018, Market Maker shall not buy the Equity Shares
from the Promoters or Persons belonging to promoter group of Sylvan Plyboard (India) Limited or any person
who has acquired shares from such promoter or person belonging to promoter group, during the compulsory
market making period.

11. In terms of regulation 261(7) of SEBI ICDR Regulations 2018, The Promoters’ holding of Sylvan Plyboard
(India) Limited shall not be eligible for offering to the Market Maker during the Compulsory Market Making
Period. However, the promoters’ holding of Sylvan Plyboard (India) Limited which is not locked-in as per the
SEBI (ICDR) Regulations, 2018 as amended, can be traded with prior permission of the EMERGE Platform of
NSE, in the manner specified by SEBI from time to time.

12. The Lead Manager may be represented on the Board of the Issuer Company in compliance with Regulation 261
(8) of SEBI (ICDR) Regulations, 2018.

13. The Market Maker shall not be responsible to maintain the price of the Equity Shares of the Issuer Company at
any particular level and is purely supposed to facilitate liquidity on the counter of Sylvan Plyboard (India)
Limited via its 2-way quotes. The price of the Equity Shares shall be determined and be subject to market forces.

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

15. Punitive Action in case of default by Market Maker(s): NSE EMERGE Exchange 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 they are not present in the market
(offering two-way quotes) for at least 75% of the time. The nature of the penalty will be monetary as well as
suspension in market making activities / trading membership.

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

The Market Maker(s) shall have the right to terminate said arrangement by giving 3 (three) months’ notice or on
mutually acceptable terms to the Lead Manager, who shall then be responsible to appoint a replacement Market
Maker(s).

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 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 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 relevant laws and regulations applicable at that particular point of time.

16. On the first day of the listing, there will be pre-opening session (call auction) and there after the 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

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Draft Prospectus

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

18. 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.

19. 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:

i. 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.

ii. 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 price band shall be 20% and the market maker spread (difference between
the sell and the buy quote) shall be within 10% or as intimated by Exchange from time to time.

➢ In terms of regulation 261(4) of SEBI ICDR Regulations 2018, The specified securities being bought or sold in the
process of market making may be transferred to or from the nominated investors with whom the lead manager(s) and
the issuer have entered into an agreement for market making: Provided that the inventory of the market maker, as on
the date of allotment of the specified securities, shall be at least five per cent. of the specified securities proposed to be
listed on NSE EMERGE.

➢ In terms of regulation 261(5) of SEBI ICDR Regulations 2018, The market maker shall buy the entire shareholding of
a shareholder of the issuer in one lot, where the value of such shareholding is less than the minimum contract size
allowed for trading on the NSE EMERGE: Provided that market maker shall not sell in lots less than the minimum
contract size allowed for trading on the NSE EMERGE.

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Draft Prospectus

SECTION VI: CAPITAL STRUCTURE

CAPITAL STRUCTURE

Our Equity Share capital before the Issue and after giving effect to the Issue, as at the date of this draft prospectus, is set
forth below:
(Rs. in Lakhs except share data)
Aggregate Nominal Aggregate Value
No. Particulars
Value at Issue Price
A. Authorized Share Capital
2,00,00,000 Equity Shares of ₹10/- each 2,000.00 --
B. Issued, Subscribed & Paid-up Share Capital prior to the Offer (1)
1,42,74,830 Equity Shares of ₹10/- each 1,427.48 --
C. Present issue in terms of the draft prospectus (2)
51,00,000 Equity Shares of ₹10/- each for cash at a price of ₹55/-
510.00 2,805.00
per share
Which Comprises of
D. Reservation for Market Maker portion
2,56,000 Shares of ₹10/- each for cash at a price a ₹55/- per Equity 25.60 140.80
Share
E. Net Issue to the Public
48,44,000 Equity Shares of ₹10/- each for cash at a price a ₹55/- 484.40 2,664.20
per Equity Share, out of which:
24,22,000 Equity Shares of ₹10/- each for cash at a price a ₹55/- 242.20 1,332.10
per Equity Share will be available for allocation for allotment to
Retail Individual Investors of up to ₹2.00 lakhs
24,22,000 Equity Shares of ₹10/- each for cash at a price a ₹55/- 242.20 1,332.10
per Equity Share will be available for allocation for allotment to
Other Investors of above ₹2.00 lakhs
F. Paid up Equity capital after the Issue
1,93,74,830 Equity Shares of ₹10/- each 1,937.48
Securities Premium Account
G. Before the Issue 4,284.20
After the Issue 6,579.20
(1)
Our Company has only one class of share, i.e., Equity Shares having face value of ₹10/- each and there are no partly
paid-up Equity Shares or preference shares or convertible securities outstanding for conversion as on the date of this
draft prospectus.
(2)
The present Issue of 51,00,000 Equity Shares in terms of draft prospectus has been authorized pursuant to a resolution
of our Board of Directors dated February 24, 2024, and by special resolution passed under Section 62(1)(c) of the
Companies Act, 2013 at the Extra Ordinary General meeting of the members held on March 20, 2024.

Details of changes in Authorized Share Capital of our Company since incorporation:

Date of Authorized
EGM/AGM/
Shareholders Share Capital Details of change
Postal Ballot
approval (Rs.)
On Incorporated with an Authorized Share Capital of ₹25,00,000
20-08-2002 25,00,000
Incorporation comprising of 2,50,000 Equity Shares of ₹10/- each.
Increase in Authorized Share Capital from ₹25,00,000 comprising
10-01-2004 EGM 1,00,00,000 of 2,50,000 Equity Shares of ₹10/- each to ₹ 1,00,00,000
comprising of 10,00,000 Equity Shares of ₹10/- each.
Increase in Authorised Share Capital from ₹1,00,00,000
16-09-2004 EGM 1,70,00,000 comprising of 10,00,000 Equity Shares of ₹10/- each to ₹
1,70,00,000 comprising of 17,00,000 Equity Shares of ₹ 10/- each.
Increase in Authorised Share Capital from ₹1,70,00,000
30-03-2006 EGM 1,80,00,000 comprising of 17,00,000 Equity Shares of ₹10/- each to ₹
1,80,00,000 comprising of 18,00,000 Equity Shares of ₹ 10/- each.

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Draft Prospectus

Date of Authorized
EGM/AGM/
Shareholders Share Capital Details of change
Postal Ballot
approval (Rs.)
Increase in Authorised Share Capital from ₹1,80,00,000
19-03-2007 EGM 2,00,00,000 comprising of 18,00,000 Equity Shares of ₹10/- each to ₹
2,00,00,000 comprising of 20,00,000 Equity Shares of ₹ 10/- each.
Increase in Authorised Share Capital from ₹2,00,00,000
12-01-2008 EGM 3,00,00,000 comprising of 20,00,000 Equity Shares of ₹10/- each to ₹
3,00,00,000 comprising of 30,00,000 Equity Shares of ₹ 10/- each.
Increase in Authorised Share Capital from ₹3,00,00,000
16-02-2009 EGM 4,00,00,000 comprising of 30,00,000 Equity Shares of ₹10/- each to ₹
4,00,00,000 comprising of 40,00,000 Equity Shares of ₹ 10/- each.
Increase in Authorised Share Capital from ₹4,00,00,000
24-03-2014 EGM 4,10,00,000 comprising of 40,00,000 Equity Shares of ₹10/- each to ₹
4,10,00,000 comprising of 41,00,000 Equity Shares of ₹ 10/- each.
Increase in Authorised Share Capital from ₹4,10,00,000
28-03-2014 EGM 4,30,00,000 comprising of 41,00,000 Equity Shares of ₹10/- each to ₹
4,30,00,000 comprising of 43,00,000 Equity Shares of ₹ 10/- each.
Increase in Authorised Share Capital from ₹4,30,00,000
15-09-2014 EGM 4,50,00,000 comprising of 43,00,000 Equity Shares of ₹10/- each to ₹
4,50,00,000 comprising of 45,00,000 Equity Shares of ₹ 10/- each.
Increase in Authorised Share Capital from ₹4,50,00,000
26-02-2016 EGM 4,70,00,000 comprising of 45,00,000 Equity Shares of ₹10/- each to ₹
4,70,00,000 comprising of 47,00,000 Equity Shares of ₹ 10/- each.
Increase in Authorised Share Capital from ₹4,70,00,000
comprising of 47,00,000 Equity Shares of ₹10/- each to ₹
05-05-2018 EGM 13,50,00,000
13,50,00,000 comprising of 1,35,00,000 Equity Shares of ₹ 10/-
each.
Increase in Authorised Share Capital from ₹13,50,00,000
comprising of 1,35,00,000 Equity Shares of ₹10/- each to ₹
12-12-2023 EGM 20,00,00,000
20,00,00,000 comprising of 2,00,00,000 Equity Shares of ₹ 10/-
each.

Notes to Capital Structure

Share capital history of our Company

(a) Equity shares capital history of our Company:

The following is the history of the equity share capital of our Company:

Cumulative
No. of Face Issue Cumulative
Date of Nature of Paid-up
Equity Value Price Nature of Allotment No. of Equity
Allotment Consideration Capital
Shares (In ₹) (In ₹) Shares
(in ₹)
20-08-2002(1) 10,000 10.00 10.00 Cash Subscription to MOA 10,000 1,00,000

29-03-2003(2) 1,00,000 10.00 20.00 Cash Further Allotment 1,10,000 11,00,000

Allotment pursuant to
01-01-2004(3) 5,95,000 10.00 20.00 Cash Acquisition of Business of 7,05,000 70,50,000
M/s Singh Brothers & Co
01-03-2004(4) 1,98,900 10.00 20.00 Cash Further Allotment 9,03,900 90,39,000

16-09-2004(5) 6,90,000 10.00 20.00 Cash Further Allotment 15,93,900 1,59,39,000

31-03-2006(6) 1,90,000 10.00 20.00 Cash Further Allotment 17,83,900 1,78,39,000

31-03-2007(7) 2,15,000 10.00 50.00 Cash Further Allotment 19,98,900 1,99,89,000

30-03-2008(8) 4,21,000 10.00 50.00 Cash Further Allotment 24,19,900 2,41,99,000

09-02-2009(9) 5,50,000 10.00 100.00 Cash Further Allotment 29,69,900 2,96,99,000

20-08-2009(10) 4,80,000 10.00 150.00 Cash Further Allotment 34,49,900 3,44,99,000

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Draft Prospectus

Cumulative
No. of Face Issue Cumulative
Date of Nature of Paid-up
Equity Value Price Nature of Allotment No. of Equity
Allotment Consideration Capital
Shares (In ₹) (In ₹) Shares
(in ₹)
11-03-2010(11) 1,36,300 10.00 500.00 Cash Further Allotment 35,86,200 3,58,62,000

31-03-2010(12) 72,000 10.00 500.00 Cash Further Allotment 36,58,200 3,65,82,000

05-01-2011(13) 1,61,200 10.00 500.00 Cash Further Allotment 38,19,400 3,81,94,000

15-12-2011(14) 1,60,100 10.00 500.00 Cash Further Allotment 39,79,500 3,97,95,000

27-03-2014(15) 70,000 10.00 100.00 Cash Further Allotment 40,49,500 4,04,95,000

31-03-2014(16) 61,600 10.00 125.00 Cash Further Allotment 41,11,100 4,11,11,000

30-09-2014(17) 3,62,500 10.00 138.00 Cash Right Issue 44,73,600 4,47,36,000

29-03-2016(18) 72,460 10.00 138.00 Cash Private Placement 45,46,060 4,54,60,600

10-05-2018(19) 45,46,060 10.00 - Nil Bonus Issue (1:1) 90,92,120 9,09,21,200

12-05-2022(20) 2,04,241 10.00 86.00 Cash Right Issue 92,96,361 9,29,63,610

17-04-2023(21) 68,182 10.00 88.00 Cash Right Issue 93,64,543 9,36,45,430

18-08-2023(22) 1,09,000 10.00 89.00 Cash Right Issue 94,73,543 9,47,35,430

26-09-2023(23) 43,010 10.00 93.00 Cash Right Issue 95,16,553 9,51,65,530

30-12-2023(24) 47,58,277 10.00 - Nil Bonus Issue 1,42,74,830 14,27,48,300

(1) Allotment on Initial subscription to the Memorandum of Association dated 20-08-2002:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 Jai Prakash Singh 10.00 10.00 Subscription to MOA 5,000

2 Shakuntala Singh 10.00 10.00 Subscription to MOA 5,000

Total 10,000

(2) Further on 29-03-2003, Company has allotted 1,00,000 Equity Shares of Face Value Rs. 10/- each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 South Central Financial Services Pvt Ltd 10.00 20.00 Further Allotment 50,000

2 Pigeon Syntex Pvt Ltd 10.00 20.00 Further Allotment 50,000

Total 1,00,000

(3) Further on 01-01-2004, Company has allotted 5,95,000 Equity Shares of Face Value Rs. 10/- each pursuant to acquisition of
Business of M/s Singh Brothers & Co. as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
Jai Prakash 10.00 20.00 Allotment pursuant 5,95,000
1
(Proprietor of M/s Singh Brothers & Co) to Acquisition
Total 5,95,000

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(4) Further on 01-03-2004, Company has allotted 1,98,900 Equity Shares of Face Value Rs. 10/- each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 Archana Singh 10.00 20.00 Further Allotment 10,000

2 Gayatri Singh 10.00 20.00 Further Allotment 8,000

3 Priti Singh 10.00 20.00 Further Allotment 11,000

4 Sidharta Sheet 10.00 20.00 Further Allotment 2,900

5 Dadima Finance Pvt Ltd 10.00 20.00 Further Allotment 50,000

6 Concord Aquatic Pvt Ltd 10.00 20.00 Further Allotment 1,00,000

7 Bhadhohi Carpet Pvt Ltd 10.00 20.00 Further Allotment 17,000

Total 1,98,900

(5) Further on 16-09-2004, Company has allotted 6,90,000 Equity Shares of Face Value Rs. 10/- each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 Pigeon Syntex Private Limited 10.00 20.00 Further Allotment 1,60,000

2 Wigwam Finance & Investment Pvt Ltd 10.00 20.00 Further Allotment 1,65,000

3 Dadima Finance Pvt Ltd 10.00 20.00 Further Allotment 75,000

4 Roseweood Dealers Pvt Ltd 10.00 20.00 Further Allotment 90,000

5 Chirag Dealcomm Pvt Ltd 10.00 20.00 Further Allotment 1,00,000

6 Delux Vyapar Pvt Ltd 10.00 20.00 Further Allotment 1,00,000

Total 6,90,000

(6) Further on 31-03-2006, Company has allotted 1,90,000 Equity Shares of Face Value Rs. 10/- each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 Jai Prakash Singh 10.00 20.00 Further Allotment 70,000

2 Kalyani Singh 10.00 20.00 Further Allotment 5,000

3 Rosewood Dealers Pvt Ltd 10.00 20.00 Further Allotment 1,05,000

4 Shakuntala Singh 10.00 20.00 Further Allotment 10,000

Total 1,90,000

(7) Further on 31-03-2007, Company has allotted 2,15,000 Equity Shares of Face Value Rs. 10/- each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 Bhaneswari Dealcom Pvt Ltd 10.00 50.00 Further Allotment 20,000

2 Mateshwari Vanijya Pvt Ltd 10.00 50.00 Further Allotment 20,000

3 Remahay Store Pvt Ltd 10.00 50.00 Further Allotment 15,000

4 Shingar Vanijya Pvt Ltd 10.00 50.00 Further Allotment 40,000

5 Surlok Commodities Pvt Ltd 10.00 50.00 Further Allotment 1,20,000

Total 2,15,000

SYLVAN PLYBOARD (INDIA) LIMITED Page 63 of 331

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(8) Further on 30-03-2008, Company has allotted 4,21,000 Equity Shares of Face Value Rs. 10/- each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 Cubitex Marketting Pvt Ltd 10.00 50.00 Further Allotment 40,000

2 Ganapati Dealcom Pvt Ltd 10.00 50.00 Further Allotment 20,000

3 Hole Finance & Leasing Pvt Ltd 10.00 50.00 Further Allotment 30,000

4 Jaymin Investment Pvt Ltd 10.00 50.00 Further Allotment 16,000

5 Poddar Agro Co. Pvt Ltd 10.00 50.00 Further Allotment 60,000

6 Proedge Fitness Pvt Ltd 10.00 50.00 Further Allotment 80,000

7 Rameshwar Finvest Pvt Ltd 10.00 50.00 Further Allotment 50,000

8 Remahay Stores Pvt Ltd 10.00 50.00 Further Allotment 25,000

9 Remedy Tracom Pvt Ltd 10.00 50.00 Further Allotment 20,000

10 Sahashi Jyoti Textiles Pvt Ltd 10.00 50.00 Further Allotment 40,000

11 Sairam Dealcomm Pvt Ltd 10.00 50.00 Further Allotment 20,000

12 Swagatam Financial Consultants Pvt Ltd 10.00 50.00 Further Allotment 20,000

Total 4,21,000

(9) Further on 09-02-2009, Company has allotted 5,50,000 Equity Shares of Face Value Rs. 10/- each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 Aditya Financial Consultants Pvt Ltd 10.00 100.00 Further Allotment 10,000

2 Ajnabi Vanijya Pvt Ltd 10.00 100.00 Further Allotment 25,000

3 Angoora Tradefin Pvt Ltd 10.00 100.00 Further Allotment 30,000

4 Anupam Advisory Pvt Ltd 10.00 100.00 Further Allotment 35,000

5 Bikysales & Services Pvt Ltd 10.00 100.00 Further Allotment 35,000

6 Calypso Tie up & Finco Pvt Ltd 10.00 100.00 Further Allotment 10,000

7 Evernew Suppliers Pvt Ltd 10.00 100.00 Further Allotment 10,000

8 Poddar Agro Pvt Ltd 10.00 100.00 Further Allotment 20,000

9 Godhuli Sales Pvt Ltd 10.00 100.00 Further Allotment 10,000

10 Grihalakshmi Vanijya Pvt Ltd 10.00 100.00 Further Allotment 10,000

11 Hole Finance & Leasing Pvt Ltd 10.00 100.00 Further Allotment 10,000

12 Laptop Vyapaar Pvt Ltd 10.00 100.00 Further Allotment 75,000

13 Mentor Dealcom Pvt Ltd 10.00 100.00 Further Allotment 27,000

14 Naman Impax Pvt Ltd 10.00 100.00 Further Allotment 25,000

15 Pushpanjali Project Pvt Ltd 10.00 100.00 Further Allotment 10,000

16 Rameshwar Finvest Pvt Ltd 10.00 100.00 Further Allotment 25,000

17 Remahay Stores Pvt Ltd 10.00 100.00 Further Allotment 20,000

18 Wigwam Fin & Inv Pvt Ltd 10.00 100.00 Further Allotment 13,000

19 Anand Kumar Singh 10.00 100.00 Further Allotment 45,000

SYLVAN PLYBOARD (INDIA) LIMITED Page 64 of 331

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Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
20 Sakuntala Singh 10.00 100.00 Further Allotment 45,000

21 Kalyani Singh 10.00 100.00 Further Allotment 50,000

22 Shreyas Holding Pvt Ltd 10.00 100.00 Further Allotment 10,000

Total 5,50,000

(10) Further on 20-08-2009, Company has allotted 4,80,000 Equity Shares of Face Value Rs. 10/- each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 Advance Suppliers Pvt Ltd 10.00 150.00 Further Allotment 45,000

2 Alliance Tradecom Pvt Ltd 10.00 150.00 Further Allotment 10,000

3 Anupam Advisory Pvt Ltd 10.00 150.00 Further Allotment 10,000

4 Dadima Finance Pvt Ltd 10.00 150.00 Further Allotment 12,000

5 Emerald Tradecom Pvt Ltd 10.00 150.00 Further Allotment 10,000

6 Ganapati Tradewings Pvt Ltd 10.00 150.00 Further Allotment 20,000

7 Haldaur Leasing & Finance Co Pvt Ltd 10.00 150.00 Further Allotment 27,000

8 Mayukh Vinimay Pvt Ltd 10.00 150.00 Further Allotment 10,000

9 Micro Commotrade Pvt Ltd 10.00 150.00 Further Allotment 10,000

10 Netra Agency Pvt Ltd 10.00 150.00 Further Allotment 41,000

11 Pacific Commotrade Pvt Ltd 10.00 150.00 Further Allotment 6,000

12 Prism Tradecom Pvt Ltd 10.00 150.00 Further Allotment 10,000

13 Radix Mercantile Pvt Ltd 10.00 150.00 Further Allotment 10,000

14 Scroll Vinimay Pvt Ltd 10.00 150.00 Further Allotment 78,000

15 Shakambari Suppliers Pvt Ltd 10.00 150.00 Further Allotment 10,000

16 Vrindavan Tie Up Pvt Ltd 10.00 150.00 Further Allotment 40,000

17 Plano Vinimay Pvt Ltd 10.00 150.00 Further Allotment 13,000

18 Swarnim Tie Up Pvt Ltd 10.00 150.00 Further Allotment 46,000

19 Gangabase Barter Pvt Ltd 10.00 150.00 Further Allotment 12,000

20 Jaymin Investment Pvt Ltd 10.00 150.00 Further Allotment 14,000

21 Ratanmani Consultants Pvt Ltd 10.00 150.00 Further Allotment 9,000

22 Himgiri Suppliers Pvt Ltd 10.00 150.00 Further Allotment 4,000

23 Wagwam Finance & Investment Pvt Ltd 10.00 150.00 Further Allotment 19,000

24 Marina Vanijya Pvt Ltd 10.00 150.00 Further Allotment 4,000

25 Niraj Fiscal Services Pvt Ltd 10.00 150.00 Further Allotment 10,000

Total 4,80,000

SYLVAN PLYBOARD (INDIA) LIMITED Page 65 of 331

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(11) Further on 11-03-2010, Company has allotted 1,36,300 Equity Shares of Face Value Rs. 10/- each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 Angoora Tradefin Pvt Ltd 10.00 500.00 Further Allotment 2,100

2 Albatross Consultants Pvt Ltd 10.00 500.00 Further Allotment 8,100

3 Anurodh Commercial Pvt Ltd 10.00 500.00 Further Allotment 4,000

4 Century Devcons Pvt Ltd 10.00 500.00 Further Allotment 2,100

5 Chariot Agency Pvt Ltd 10.00 500.00 Further Allotment 6,000

6 Dipnarayan Vyapaar Pvt Ltd 10.00 500.00 Further Allotment 6,000

7 Fly King Suppliers Pvt Ltd 10.00 500.00 Further Allotment 900

8 Jindal Tradecom Pvt Ltd 10.00 500.00 Further Allotment 2,100

9 Jindal Mercantile Pvt Ltd 10.00 500.00 Further Allotment 2,100

10 Jaymala Agency Pvt Ltd 10.00 500.00 Further Allotment 4,200

11 Mahesh Media Services Pvt Ltd 10.00 500.00 Further Allotment 4,800

12 Niraj Fiscal Services Pvt Ltd 10.00 500.00 Further Allotment 7,200

13 Naman Impex Pvt Ltd 10.00 500.00 Further Allotment 7,000

14 Orchid Merchants Pvt Ltd 10.00 500.00 Further Allotment 2,100

15 Prism Commercial Pvt Ltd 10.00 500.00 Further Allotment 7,200

16 Parmatma Developers Pvt Ltd 10.00 500.00 Further Allotment 2,000

17 Primary Commercial Pvt Ltd 10.00 500.00 Further Allotment 21,000

18 Purple Commercial Pvt Ltd 10.00 500.00 Further Allotment 13,800

19 Rajshree Devcons Pvt Ltd 10.00 500.00 Further Allotment 2,100

20 Rajshree Vinimay Pvt Ltd 10.00 500.00 Further Allotment 3,000

21 Rameshwar Finvest Pvt Ltd 10.00 500.00 Further Allotment 4,000

22 Sidlaw Commercial Pvt Ltd 10.00 500.00 Further Allotment 7,500

23 Sri Ram Dealcom Pvt Ltd 10.00 500.00 Further Allotment 2,100

24 Sakshi Commercial Pvt Ltd 10.00 500.00 Further Allotment 900

25 Silversons Sales Pvt Ltd 10.00 500.00 Further Allotment 6,000

26 Tirupati Mansion Pvt Ltd 10.00 500.00 Further Allotment 4,000

27 Victor Projects Pvt Ltd 10.00 500.00 Further Allotment 4,000

Total 1,36,300

(12) Further on 31-03-2010, Company has allotted 72,000 Equity Shares of Face Value Rs. 10/- each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 Cosmat Commotrade Pvt Ltd 10.00 500.00 Further Allotment 5,010

2 Dipnarayan Vyapaar Pvt Ltd 10.00 500.00 Further Allotment 6,000

3 Dreamland Vintrade Pvt Ltd 10.00 500.00 Further Allotment 4,990

4 Express Dealers Pvt Ltd 10.00 500.00 Further Allotment 12,000

SYLVAN PLYBOARD (INDIA) LIMITED Page 66 of 331

Draft Prospectus

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
5 Himgiri Suppliers Pvt Ltd 10.00 500.00 Further Allotment 4,000

6 Primary Commercial Pvt Ltd 10.00 500.00 Further Allotment 5,000

7 Purple Commercial Pvt Ltd 10.00 500.00 Further Allotment 10,000

8 Reward Dealcom Pvt Ltd 10.00 500.00 Further Allotment 11,000

9 Silversons Sales Pvt Ltd 10.00 500.00 Further Allotment 10,000

10 Yatan Traders Pvt Ltd 10.00 500.00 Further Allotment 4,000

Total 72,000

(13) Further on 05-01-2011, Company has allotted 1,61,200 Equity Shares of Face Value Rs. 10/- each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 Alankar Dreamtrade Pvt Ltd 10.00 500.00 Further Allotment 32,400

2 Cosmat Commotrade Pvt Ltd 10.00 500.00 Further Allotment 11,200

3 Dreamland Vintrade Pvt Ltd 10.00 500.00 Further Allotment 3,550

4 Express Dealers Pvt Ltd 10.00 500.00 Further Allotment 34,200

5 Flora Tie Up Pvt Ltd 10.00 500.00 Further Allotment 4,950

6 Fort Vinimay Pvt Ltd 10.00 500.00 Further Allotment 64,900

7 Jainex Securities Pvt Ltd 10.00 500.00 Further Allotment 5,000

8 Reward Dealcom Pvt Ltd 10.00 500.00 Further Allotment 5,000

Total 1,61,200

(14) Further on 15-12-2011, Company has allotted 1,60,100 Equity Shares of Face Value Rs. 10/- each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 Bhumi Distrubutors Pvt Ltd 10.00 500.00 Further Allotment 4,000

2 Comfort Dealmark Pvt Ltd 10.00 500.00 Further Allotment 52,300

3 Coral Suppliers Pvt Ltd 10.00 500.00 Further Allotment 3,400

4 Cosmat Commotrade Pvt Ltd 10.00 500.00 Further Allotment 2,000

5 Express Dealers Pvt Ltd 10.00 500.00 Further Allotment 13,000

6 Kotriwal Commercial Pvt Ltd 10.00 500.00 Further Allotment 8,000

7 Manohar Tie Up Pvt Ltd 10.00 500.00 Further Allotment 11,600

8 Radiant Equity Management Pvt Ltd 10.00 500.00 Further Allotment 7,000

9 Roshni Dealmark Pvt Ltd 10.00 500.00 Further Allotment 25,800

10 Truthful Dealmark Pvt Ltd 10.00 500.00 Further Allotment 28,400

11 Vipasa Agency Pvt Ltd 10.00 500.00 Further Allotment 2,000

12 Wonderland Barter Pvt Ltd 10.00 500.00 Further Allotment 2,600

Total 1,60,100

SYLVAN PLYBOARD (INDIA) LIMITED Page 67 of 331

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(15) Further on 27-03-2014, Company has allotted 70,000 Equity Shares of Face Value Rs. 10/- each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 Laptop Vyapaar Pvt Ltd 10.00 100.00 Further Allotment 70,000

Total 70,000

(16) Further on 31-03-2014, Company has allotted 61,600 Equity Shares of Face Value Rs. 10/- each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 Laptop Vyapaar Pvt Ltd 10.00 125.00 Further Allotment 25,600

2 Sylvan Vincom pvt Ltd 10.00 125.00 Further Allotment 36,000

Total 61,600

(17) Further on 30-09-2014, Company has allotted 3,62,500 Equity Shares of Face Value Rs. 10/- each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 M/s. Singh Suppliers Pvt Ltd 10.00 138.00 Right Issue 3,62,500

Total 3,62,500

(18) Further on 29-03-2016, Company has allotted 72,460 Equity Shares of Face Value Rs. 10/- each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 M/s. Singh Suppliers Pvt Ltd 10.00 138.00 Private Placement 72,460

Total 72,460

(19) Further on 10-05-2018, Company has allotted 45,46,060 Equity Shares as a Bonus Issue in the ratio of (1:1) i.e., One Equity
Share for every One fully paid-up equity share held by existing shareholders of Face Value Rs. 10/- each as per details given
below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 Jaiprakash Singh 10.00 - Bonus Issue 7,61,700

2 Shakuntala Singh 10.00 - Bonus Issue 2,73,200

3 Anand Kumar Singh 10.00 - Bonus Issue 20,000

4 Kalyani Singh 10.00 - Bonus Issue 65,000

5 Archana Singh 10.00 - Bonus Issue 9,500

6 Prithvi Singh 10.00 - Bonus Issue 24,500

7 Jaiprakash Singh (HUF) 10.00 - Bonus Issue 52,300

8 Anand Kumar Singh (HUF) 10.00 - Bonus Issue 72,000

9 M/s. Singh Suppliers Pvt Ltd 10.00 - Bonus Issue 19,13,460

10 Sylvan Vincom Pvt Ltd 10.00 - Bonus Issue 1,60,500

11 Laptop Vyapaar Pvt Ltd 10.00 - Bonus Issue 11,93,900

Total 45,46,060

SYLVAN PLYBOARD (INDIA) LIMITED Page 68 of 331

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(20) Further on 12-05-2022, Company has allotted 2,04,241 Equity Shares of Face Value Rs. 10/- each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 M/s. Singh Suppliers Pvt Ltd 10.00 86.00 Right Issue 2,04,241

Total 2,04,241

(21) Further on 17-04-2023, Company has allotted 68,182 Equity Shares of Face Value Rs. 10/- each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 M/s. Singh Suppliers Pvt Ltd 10.00 88.00 Right Issue 68,182

Total 66,182

(22) Further on 18-08-2023, Company has allotted 1,09,000 Equity Shares of Face Value Rs. 10/- each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 M/s. Singh Suppliers Pvt Ltd 10.00 89.00 Right Issue 1,09,000

Total 1,09,000

(23) Further on 26-09-2023, Company has allotted 43,010 Equity Shares of Face Value Rs. 10/- each as per details given below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 Anand Kumar Singh 10.00 93.00 Right Issue 43,010

Total 43,010

(24) Further on 30-12-2023, Company has allotted 47,58,277 Equity Shares as a Bonus Issue in the ratio of (1:2) i.e., One Equity
Share for every Two fully paid-up equity share held by existing shareholders of Face Value Rs. 10/- each as per details given
below:

Sl. Face Issue Number of Equity

Name of the allottee Nature of Allotment
No. Value (₹) Price (₹) Shares allotted
1 M/s Singh Suppliers Private Limited 10.00 - Bonus Issue 34,58,572

2 Anand Kumar Singh 10.00 - Bonus Issue 41,505

3 Jai Prakash Singh 10.00 - Bonus Issue 7,61,700

4 Shakuntala Singh 10.00 - Bonus Issue 2,73,200

5 Anand Kumar Singh (HUF) 10.00 - Bonus Issue 72,000

6 Kalyani Singh 10.00 - Bonus Issue 65,000

7 Jai Prakash Singh (HUF) 10.00 - Bonus Issue 52,300

8 Prithvi Singh 10.00 - Bonus Issue 24,500

9 Archana Singh 10.00 - Bonus Issue 9,500

Total 47,58,277

As on the date of this draft prospectus, our Company does not have any preference share capital.

SYLVAN PLYBOARD (INDIA) LIMITED Page 69 of 331

Draft Prospectus

(b) Equity shares issued for consideration other than cash:

As on the date of this draft prospectus, Our Company has not issued Equity shares for consideration other than cash
except as mentioned below.

Number of Benefit
Date of Issue Price Name of
Equity Shares Consideration Reason for Allotment accruing to
Allotment (In ₹) the Allottee
allotted the company
Allotment pursuant to
Expansion of
01-01-2004 5,95,000 20.00 Nil acquisition of M/s. #
Business
Singh Brothers & Co.
Capitalization
10-05-2018 45,46,060 Nil Nil Bonus Issue #
of reserves
Capitalization
30-12-2023 47,58,277 Nil Nil Bonus Issue #
of reserves

#For list of allottees, see note 3, 19 & 24 of paragraph titled “Equity Share Capital History of our Company” mentioned above.

(c) Revaluation of our assets:

We have not revalued our assets since inception and have not issued any Equity Shares (including bonus shares) by
capitalizing any revaluation reserves.

(d) If shares have been issued in terms of any scheme approved under section 230-234 of the Companies Act, 2013:

Our Company has not issued any Equity Shares in terms of any scheme approved under section 230-234 of the
Companies Act, 2013.

(e) If shares have been issued under one or more employee stock option schemes:

Our Company has not granted any options or allotted any Equity Shares under the ESOP Scheme as on the date of this
draft prospectus.

(f) Issue of Equity Shares in the last one year below the Issue Price:

Issue Benefit
Date of Number of Equity Reason for Name of
Price Consideration accruing to the
Allotment Shares allotted Allotment the Allottee
(In ₹) company
Capitalization of
30-12-2023 47,58,277 Nil Nil Bonus Issue #
reserves

#For list of allottees, see note 24 of paragraph titled “Equity Share Capital History of our Company” mentioned above.

SYLVAN PLYBOARD (INDIA) LIMITED Page 70 of 331

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(g) Shareholding Pattern of our Company:

The table below presents the current shareholding pattern of our Company as on the date of this draft prospectus.

Number of Locked
Shareholding, as a % assuming full
conversion of convertible securities
No. of Partly paid-up equity shares

Number of Shares
Shareholding as a % of total no. of

Outstanding convertible securities

1957) (VIII) As a % of (A+B+C2)
No. of fully paid-up equity shares

(as a percentage of diluted share

Number of equity shares held in

shares (calculated as per SCRR,

encumbered
pledged or
otherwise
Nos. Of shareholders (III)

in shares
No. of Shares Underlying

(including Warrants) (X)

Depository Receipts (VI)
No. of shares underlying
Category of shareholder

Number of Voting Rights held in each class of

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

(XIII)
Total nos. shares held

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

dematerialized form
securities

(XI)= (VII)+(X)
(IX)
Category (I)

held (IV)

held (V)

capital)

(XIV)#
(II)

No of Voting Rights No. As a No. As a

(a) % of (a) % of
Total as a
total total
% of
Shares Shares
Class: X Class: Y Total (A+B+C)
held held
(b) (Sb)
A1 Promoter 2 1,05,00,230 - - 1,05,00,230 73.56% 1,05,00,230 - 1,05,00,230 73.56% - 73.56% - - - - 1,05,00,230

Promoter
A2 6 37,46,100 - - 37,46,100 26.24% 37,46,100 - 37,46,100 26.24% - 26.24% - - - - 37,46,100
Group

B Public 1 28,500 - - 28,500 0.20% 28,500 - 28,500 0.20% - 0.20% - - - - 28,500

Non-
C Promoter- - - - - - - - - - - - - - - - - -
Non-Public
Shares
C1 underlying - - - - - - - - - - - - - - - - -
DRs
Shares held
C2 by Employee - - - - - - - - - - - - - - - - -
Trusts
9 1,42,74,830 - - 1,42,74,830 100.00% 1,42,74,830 - 1,42,74,830 100.00% - 100.00% - - - - 1,42,74,830

As on date of this draft prospectus, 1 Equity share holds 1 vote.

As on date, we have only one class of Equity Shares of face value of Rs. 10/- each.
All Pre-IPO equity shares of our company will be locked-in as per regulations of SEBI ICDR prior to listing of shares on EMERGE Platform of NSE.
In terms of regulation 230(1)(d) of SEBI ICDR Regulation 2018, all specified securities held by promoters are dematerialized.
Our Company will file the shareholding pattern of our Company, in the form prescribed under Regulation 31 of the Listing Regulation, one day prior to the listing of the Equity shares.
The Shareholding pattern will be uploaded on the website of National Stock Exchange of India Limited before commencement of trading of such Equity Share.

SYLVAN PLYBOARD (INDIA) LIMITED Page 71 of 331

Draft Prospectus

(i) List of Major Shareholders holding 1% or more of the paid-up equity share capital aggregating to atleast 80%
of capital of our Company as on the date of the draft prospectus:

Number of % of the Pre-Issue

Sl. No. Name of Shareholders
Equity Shares paid-up capital
1 M/s Singh Suppliers Private Limited 1,03,75,715 72.69%
2 Jai Prakash Singh 22,85,100 16.01%
3 Shakuntala Singh 8,19,600 5.74%
4 Anand Kumar Singh (HUF) 2,16,000 1.51%
5 Kalyani Singh 1,95,000 1.37%
6 Jai Prakash Singh (HUF) 1,56,900 1.10%
Total 1,40,48,315 98.41%

(ii) List of Major Shareholders holding 1% or more of the paid-up equity share capital aggregating to atleast 80%
of capital of our Company as on a date 10 days before the date of the draft prospectus:

Number of % of the Pre-Issue

Sl. No. Name of Shareholders
Equity Shares paid-up capital
1 M/s Singh Suppliers Private Limited 1,03,75,715 72.69%
2 Jai Prakash Singh 22,85,100 16.01%
3 Shakuntala Singh 8,19,600 5.74%
4 Anand Kumar Singh (HUF) 2,16,000 1.51%
5 Kalyani Singh 1,95,000 1.37%
6 Jai Prakash Singh (HUF) 1,56,900 1.10%
Total 1,40,48,315 98.41%

(iii) List of Major Shareholders holding 1% or more of the paid-up equity share capital aggregating to atleast 80%
of capital of our Company as on a date 1 (one) year before the date of the draft prospectus:

Number of % of the Pre-Issue

Sl. No. Name of Shareholders
Equity Shares paid-up capital
1 M/s Singh Suppliers Private Limited 67,39,961 72.50%
2 Jai Prakash Singh 15,23,400 16.39%
3 Shakuntala Singh 5,46,400 5.88%
4 Anand Kumar Singh (HUF) 1,44,000 1.55%
5 Kalyani Singh 1,30,000 1.40%
6 Jai Prakash Singh (HUF) 1,04,600 1.13%
Total 91,88,361 98.84%

(iv) List of Major Shareholders holding 1% or more of the paid-up equity share capital aggregating to atleast 80%
of capital of our Company as on a date 2 (two) year before the date of the draft prospectus:

Number of % of the Pre-Issue

Sl. No. Name of Shareholders
Equity Shares paid-up capital
1 M/s Singh Suppliers Private Limited 65,35,720 71.88%
2 Jai Prakash Singh 15,23,400 16.76%
3 Shakuntala Singh 5,46,400 6.01%
4 Anand Kumar Singh (HUF) 1,44,000 1.58%
5 Kalyani Singh 1,30,000 1.43%
6 Jai Prakash Singh (HUF) 1,04,600 1.15%
Total 89,84,120 98.81%

SYLVAN PLYBOARD (INDIA) LIMITED Page 72 of 331

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(h) Proposal or intention to alter our capital structure within a period of 6 months from the date of opening of the
Issue:

Our Company does not have any intention or proposal to alter our capital structure within a period of 6 months from
the date of opening of the Issue by way of split or consolidation of the denomination of Equity Shares or further issue
of Equity Shares (including issue of securities convertible into exchangeable, directly or indirectly, for our Equity
Shares) whether preferential or bonus, rights, further public issue or qualified institutions placement or otherwise.
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 opening of the Issue to finance an acquisition, merger or joint
venture or for regulatory compliance or such other scheme of arrangement or any other purpose as the Board may
deem fit, if an opportunity of such nature is determined by its Board of Directors to be in the interest of our Company
after obtaining relevant approvals.

(i) The Details of Shareholding of Promoters of Our Company;

Capital Build-up of our Promoters in our Company: The current promoters of our Company are M/s. Singh
Suppliers Private Limited and Mr. Anand Kumar Singh.

Pursuant to Regulation 236 of SEBI (ICDR) Regulations 2018, minimum promoters’ contribution should be not less
than 20% of the post Issue equity share capital of our Company. As on the date of this draft prospectus, our Promoters
collectively hold 1,05,00,230 Equity Shares, which constitutes approximately 73.56% of the pre-IPO issued,
subscribed and paid-up Equity Share capital of our Company and approximately 54.20% of the post-IPO issued,
subscribed and paid-up Equity Share capital assuming full allotment of the shares offered in IPO. The Details are as
under:

Pre-Issue Shareholding Post-Issue Shareholding

Particulars Number of Percentage Number of Percentage
Shares holding Shares holding
Promoters
M/s. Singh Suppliers Private Limited 1,03,75,715 72.69% 1,03,75,715 53.55%
Anand Kumar Singh 1,24,515 0.87% 1,24,515 0.64%
Total Promoters Shareholding 1,05,00,230 73.56% 1,05,00,230 54.20%
All the Equity Shares allotted and held by our Promoters were fully paid at the time of allotment itself. Further, none
of the Equity Shares held by our Promoters are subject to any pledge.

Set forth below is the build-up of the equity shareholding of our Promoters since the incorporation of our Company.

i) M/s. Singh Suppliers Private Limited

Issue/
Date of Transfer
Number of Pre-issue Post-issue
Allotment/ Face Price Nature of
Equity Nature of transaction Share Share Pledge
Acquisition/ Value per Consideration
Shares Holding% Holding%
Sale Equity
Share
30-09-2014 3,62,500 10.00 138.00 Cash Right Issue 2.54% 1.87% No
29-03-2016 72,460 10.00 138.00 Cash Private Placement 0.51% 0.37% No
Transfer from Jai
27-10-2005 1,05,000 10.00 6.15 Cash 0.74% 0.54% No
Prakash Singh
Transfer from Jai
27-10-2005 2,87,500 10.00 2.00 Cash 2.01% 1.48% No
Prakash Singh
Transfer from Jai
05-11-2005 50,000 10.00 6.15 Cash 0.35% 0.26% No
Prakash Singh
Transfer from Jai
17-12-2005 37,500 10.00 20.00 Cash 0.26% 0.19% No
Prakash Singh (HUF)
Transfer from Priti
21-12-2005 11,000 10.00 20.00 Cash 0.08% 0.06% No
Singh
Transfer from Shringar
23-07-2007 40,000 10.00 10.00 Cash Vanijya private 0.28% 0.21% No
Limited

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Issue/
Date of Transfer
Number of Pre-issue Post-issue
Allotment/ Face Price Nature of
Equity Nature of transaction Share Share Pledge
Acquisition/ Value per Consideration
Shares Holding% Holding%
Sale Equity
Share
Transfer from Surlok
23-07-2007 1,20,000 10.00 10.00 Cash 0.84% 0.62% No
Commodities Pvt Ltd
Transfer from Pigeon
17-03-2008 50,000 10.00 4.00 Cash 0.35% 0.26% No
Syntex Pvt Ltd
Transfer from Dadima
17-03-2008 75,000 10.00 4.00 Cash 0.53% 0.39% No
Finance Pvt Ltd
Transfer from
17-03-2008 1,45,000 10.00 4.00 Cash Wigwam Finance & 1.02% 0.75% No
Investment Pvt Ltd
Transfer from Deluxe
17-03-2008 80,000 10.00 4.00 Cash 0.56% 0.41% No
Vyapaar Pvt Ltd
Transfer pursuant to
amalgamation of
30-11-2008 4,32,500 10.00 13.18 Nil Rosewood Dealers Pvt 3.03% 2.23% No
Ltd with Singh
Suppliers Pvt Ltd
Transfer from Shree
17-07-2015 45,000 10.00 127.00 Cash Shivam Niriyaat & 0.32% 0.23% No
Ayaat Pvt Ltd
10-05-2018 19,13,460 10.00 - Nil Bonus Issue 13.40% 9.88% No
Transfer pursuant to
amalgamation of
12-03-2021 23,87,800 10.00 8.87 Nil Laptop Vyapaar Pvt 16.73% 12.32% No
Ltd with Singh
Suppliers Pvt Ltd
Transfer pursuant to
amalgamation of
12-03-2021 3,21,000 10.00 64.51 Nil Sylvan Vincom Pvt 2.25% 1.66% No
Ltd with Singh
Suppliers Pvt Ltd
12-05-2022 2,04,241 10.00 86.00 Cash Right Issue 1.43% 1.05% No
17-04-2023 68,182 10.00 88.00 Cash Right Issue 0.48% 0.35% No
18-08-2023 1,09,000 10.00 89.00 Cash Right Issue 0.76% 0.56% No
30-12-2023 34,58,572 10.00 - Nil Bonus Issue (1:2) 24.23% 17.85% No
Total 1,03,75,715 72.69% 53.55%

ii) Anand Kumar Singh

Issue/
Date of
Number Transfer Nature of Pre-issue Post-issue
Allotment/ Face
of Equity Price per Consideratio Nature of transaction Share Share Pledge
Acquisition/ Value
Shares Equity n Holding% Holding%
Sale
Share
09-02-2009 45,000 10.00 100.00 Cash Further Allotment 0.32% 0.23% No
Transfer to Srishti
30-10-2014 -45,000 10.00 100.00 Cash -0.32% -0.23% No
Singh
Gift from Gayatri
10-10-2017 8,000 10.00 - Nil 0.06% 0.04% No
Singh
Transfer from Dipak
28-03-2018 3,000 10.00 150.00 Cash 0.02% 0.02% No
Kumar Singh
Transfer from Indrajit
28-03-2018 3,000 10.00 150.00 Cash 0.02% 0.02% No
Chakraborty
Transfer from
28-03-2018 3,000 10.00 150.00 Cash 0.02% 0.02% No
Virendra Kumar Gaur
Transfer from Ajay
28-03-2018 3,000 10.00 150.00 Cash 0.02% 0.02% No
Mishra
10-05-2018 20,000 10.00 - Nil Bonus Issue (1:1) 0.14% 0.10% No

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Issue/
Date of
Number Transfer Nature of Pre-issue Post-issue
Allotment/ Face
of Equity Price per Consideratio Nature of transaction Share Share Pledge
Acquisition/ Value
Shares Equity n Holding% Holding%
Sale
Share
26-09-2023 43,010 10.00 93.00 Cash Right Issue 0.30% 0.22% No
30-12-2023 41,505 10.00 - Nil Bonus Issue (1:2) 0.29% 0.21% No
Total 1,24,515 0.87% 0.64%

Note: All the Equity Shares held by our Promoters were fully paid up as on the respective dates of acquisition of such
Equity Shares and there are no partly paid-up Equity Shares as on the date of filing of this draft prospectus.

(j) As on date of this draft prospectus, our Company has 9 (Nine) shareholders only.

(k) The aggregate shareholding of the Promoters and Promoter Group and of the directors of the promoters, where the
promoter is a body corporate:

The Aggregate shareholding of the Promoters & Promoter Group is as under:

Pre-Issue Shareholding Post-Issue Shareholding

Particulars Number of Percentage Number of Percentage
Shares holding Shares holding
Promoters
M/s Singh Suppliers Private Limited 1,03,75,715 72.69% 1,03,75,715 53.55%
Anand Kumar Singh 1,24,515 0.87% 1,24,515 0.64%
Total Promoters Shareholding (A) 1,05,00,230 73.56% 1,05,00,230 54.20%
Promoter Group
Jai Prakash Singh 22,85,100 16.01% 22,85,100 11.79%
Shakuntala Singh 8,19,600 5.74% 8,19,600 4.23%
Anand Kumar Singh (HUF) 2,16,000 1.51% 2,16,000 1.11%
Kalyani Singh 1,95,000 1.37% 1,95,000 1.01%
Jai Prakash Singh (HUF) 1,56,900 1.10% 1,56,900 0.81%
Prithvi Singh 73,500 0.51% 73,500 0.38%
Total Promoters Group Shareholding (B) 37,46,100 26.24% 37,46,100 19.33%
Total Promoters & Promoters Group (A+B) 1,42,46,330 99.80% 1,42,46,330 73.53%

(l) The aggregate number of specified securities purchased or sold by the promoter group and/or by the directors of
the company and their relatives in the preceding six months:

Number of
Number of
Equity
Promoter/ Promoter Date of Equity Nature of
Name of Shareholder Shares
Group/ Director Transaction Shares Sold/ Transaction
Subscribed
Transferred
to/ Acquired
Singh Suppliers Private Limited Promoter 30-12-2023 34,58,572 - Bonus Issue

Promoter & Managing 26-09-2023 43,010 - Right Issue

Anand Kumar Singh
Director 30-12-2023 41,505 - Bonus Issue
Promoter Group &
Jai Prakash Singh 30-12-2023 7,61,700 - Bonus Issue
Whole Time Director
Promoter Group & Non-
Shakuntala Singh 30-12-2023 2,73,200 - Bonus Issue
Executive Director
Anand Kumar Singh (HUF) Promoter Group 30-12-2023 72,000 - Bonus Issue

Kalyani Singh Promoter Group 30-12-2023 65,000 - Bonus Issue

Jai Prakash Singh (HUF) Promoter Group 30-12-2023 52,300 - Bonus Issue

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Number of
Number of
Equity
Promoter/ Promoter Date of Equity Nature of
Name of Shareholder Shares
Group/ Director Transaction Shares Sold/ Transaction
Subscribed
Transferred
to/ Acquired
Singh Suppliers Private Limited Promoter 30-12-2023 34,58,572 - Bonus Issue

Prithvi Singh Promoter Group 30-12-2023 24,500 - Bonus Issue

(m) There are no financing arrangements whereby the promoter group, the directors of the company which is a
promoter of the issuer, the directors of the issuer and their relatives have financed the purchase by any other
person of securities of the issuer other than in the normal course of the business of the financing entity in the six
months immediately preceding the date of filing of the offer document.

(n) Promoter’s Contribution:

(i) Details of Promoter’s Contribution Locked-in of Equity Shares for Three (3) Years
Pursuant to Regulation 236 of SEBI (ICDR) Regulations 2018, minimum promoters’ contribution should be not less
than 20% of the post Issue equity share capital of our Company.

Further, in terms of Regulation 238(a) of SEBI ICDR Regulations, minimum promoter’s contribution will be locked-in
for a period of three years from the date of Allotment or date of commencement of commercial production, whichever
is later and the Equity Shares held by Promoter of our Company in excess of minimum promoter’s contribution will be
locked-in for a period of one year from the date of Allotment.

As on the date of this draft prospectus, our Promoters collectively hold 1,05,00,230 Equity Shares constituting 54.20%
of the Post offer issued, subscribed and paid-up Equity Share capital of our Company, out of which 38,74,966 equity
shares being 20.00% of the post Issue equity share capital of our Company are eligible for the Promoter’s Contribution
margin.

An aggregate of minimum 20.00% of the post-issue capital, held by our Promoters shall be considered as Promoter’s
Contribution (“Minimum Promoter’s Contribution”) and locked-in for a period of three years from the date of
allotment. The lock-in of the 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.

Our Promoters have granted their consents to include such number of Equity Shares held by them as may constitute
minimum 20.00% of the post-issue Equity Share Capital of our Company as Promoter’s Contribution and have agreed
not to sell or transfer or pledge or otherwise dispose of in any manner, the Promoter’s Contribution from the date of
filing of this draft prospectus until the completion of the lock-in period specified above.

The details of lock-in of shares for 3 (three) years are as under:

% of % of
Date Issue Pre Post
Date of No. of Lock
When Nature of Allotment/ Face Price/ Issue Issue
Allotment/ Equity in
made fully Transfer Value Transfer Equity Equity
Acquisition Shares Period
paid up Price Share Share
Capital Capital
M/s. Singh Suppliers Private Limited
10-05-2018 10-05-2018 Bonus Issue 11,66,166 10.00 - 8.17% 6.02% 3 Years
Transfer pursuant to
12-03-2021 12-03-2021 amalgamation of Laptop 23,87,800 10.00 10.00 16.73% 12.32% 3 Years
Vyapaar Pvt. Ltd.
Transfer pursuant to
12-03-2021 12-03-2021 amalgamation of Sylvan 3,21,000 10.00 10.00 2.25% 1.66% 3 Years
Vincom Pvt. Ltd.
Total 38,74,966 27.15% 20.00%
38,74,966 Pre-IPO equity shares of our company held by Our Promoter will be locked-in for 3 (three) years as
mentioned above prior to listing of shares.

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In terms of Regulation 237 of SEBI ICDR Regulations, our Company confirms that none of the Equity Shares forming
part of minimum promoter’s contribution –

➢ Are acquired by our Promoter during preceding three financial years;

- For consideration other than cash and where revaluation of assets or capitalization of intangible assets was
involved; or

- Through bonus issue of Equity Shares made by utilizing the revaluation reserves or unrealized gain or
through bonus issue against equity shares which are ineligible for minimum promoter’s contribution;

➢ Are pledged by our Promoter with any creditor;

➢ Consist of Equity Shares acquired by our Promoter during preceding one year at a price lower than the Issue
Price.

Our Company was incorporated under the Companies Act, 1956 and was incorporated with the object to takeover
proprietorship firm.

The Promoters have severally confirmed that the Equity Shares are eligible in terms of Regulation 237 of SEBI
(ICDR) Regulations and that they have not been prohibited from dealings in securities market and the Equity Shares
are free from any lien, encumbrance or third-party rights. The Promoters have also severally confirmed that they are
the legal and beneficial owners of the Equity.

All the Equity Shares held by our Promoters were fully paid up as on the respective dates of acquisition of such Equity
Shares. Our Promoters have confirmed to our Company and the Lead Manager that the Equity Shares held by our
Promoters have been financed from their personal funds, as the case may be, and no loans or financial assistance from
any bank or financial institution has been availed of by them for such purpose.

(ii) Details of Equity Shares Locked-in for one (1) year

In excess of minimum 20% of the post-Issue shareholding of our Company held by the Promoter (locked in for three
years as specified above), the balance pre-issue share capital of our Company held by promoters shall be locked in for
a period of one year from the date of Allotment in this Issue as provided in clause 238(b) of SEBI (ICDR) Regulations
2018.

Further, in terms of Regulation 239 of SEBI ICDR Regulations, entire pre-Issue equity shares capital of our Company
held by persons other than our Promoter will be locked-in for a period of one year from the date of Allotment in the
Issue.

The details of lock-in of shares for 1 (one) year are as under:

Lock-in for Lock-in for

Name of Shareholders Category No of Shares Held
3 Years 1 Year
M/s Singh Suppliers Private Limited Promoter 1,03,75,715 38,74,966 65,00,749
Anand Kumar Singh Promoter 1,24,515 - 1,24,515
Jai Prakash Singh Promoter Group 22,85,100 - 22,85,100
Shakuntala Singh Promoter Group 8,19,600 - 8,19,600
Anand Kumar Singh (HUF) Promoter Group 2,16,000 - 2,16,000
Kalyani Singh Promoter Group 1,95,000 - 1,95,000
Jai Prakash Singh (HUF) Promoter Group 1,56,900 - 1,56,900
Prithvi Singh Promoter Group 73,500 - 73,500
Archana Singh Public 28,500 - 28,500
Total 1,42,74,830 38,74,966 1,03,99,864

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(iii) Other requirements in respect of lock-in

➢ 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.

➢ Pledge of Locked-in Equity Shares

Pursuant to Regulation 242 of the SEBI ICDR Regulations, the locked-in Equity Shares held by the Promoter, as
specified above, can be pledged with any scheduled commercial banks or public financial institutions or
systemically important non-banking finance company or housing finance company as collateral security for loans
granted by such scheduled commercial banks or public financial institutions or systemically important non-
banking finance company or housing finance company, subject to fulfilment of following conditions:

i. In respect of Equity Shares which are locked in for a period of one year, the pledge of the Equity Shares is
one of the terms of the sanction of the loan;

ii. In respect of Equity Shares which are locked in for a period of three years, the loan has been granted by such
scheduled commercial bank or public financial institution or systemically important non-banking finance
company or housing finance company to our Company or our Subsidiary (ies) for the purpose of financing
one or more of the objects of the Issue and the pledge of the Equity Shares is one of the terms of the sanction
of the loan.

➢ Transfer of Locked-in Equity Shares

In terms of Regulation 243 of the SEBI (ICDR) Regulations, 2018 and subject to provisions of Securities and
Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as applicable;

a) 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 Promoters’ 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.

b) 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 Promoter and Promoters’
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.

(iv) Sale/Purchase by Promoter Group and/or by directors of Company which is promoter of our company
and/or by the director of our company and their immediate relatives during six months preceding the
date of this draft prospectus:
There is no other Sale/Purchase by Promoter Group and/or by directors of Company which is promoter of our
company and/or by the director of our company and their immediate relatives during six months preceding
the date of this draft prospectus except as mentioned in this chapter and draft prospectus.

(o) Our Company, its Directors, Promoters or the Lead Manager have not entered into any buy-back or standby
arrangements for the purchase of the Equity Shares of our Company.

(p) The Equity Shares issued pursuant to this Issue shall be fully paid-up.

(q) The Lead Manager and its associates do not hold any Equity Shares in our Company as on the date of filing this draft
prospectus.

(r) There are no options granted or equity shares issued under any scheme of employee stock option or employee stock
purchase of issuer, in the preceding three years (separately for each year) and on a cumulative basis for all options or
equity shares issued prior to the date of the draft prospectus.

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(s) There are no outstanding warrants, options or rights to convert debentures, loans or other instruments into Equity
Shares as on the date of this draft prospectus.

Other miscellaneous disclosures:

1. None of the Equity Shares of our Company are subject to any pledge as on the date of this draft prospectus.

2. None of the shareholding of the Promoters & Promoter Group is subject to lock-in as on date of this draft prospectus.

3. Except as disclosed in the chapter titled “Our Management” beginning on page 166 of this draft prospectus, none of
our directors or Key Managerial Personnel or Senior Management holds any Equity Shares in our Company.

4. None of our Promoters, Promoter Group, our directors and their relatives has entered into any financing arrangements
or financed the purchase of the Equity shares of our Company by any other person during the period of six (6) months
immediately preceding the date of filing of the draft prospectus.

5. We hereby confirm that there will be no further issue of capital whether by the way of issue of bonus shares,
preferential allotment, right issue or in any other manner during the period commencing from the date of the draft
prospectus until the Equity shares offered have been listed or application money unblocked on account of failure of
issue.

6. Our Company undertakes that there shall be only one (1) denomination for the Equity Shares of our Company, unless
otherwise permitted by law. Our Company shall comply with such disclosure and accounting norms as specified by
SEBI from time to time.

7. Our Company has not issued Equity Shares out of Revaluation Reserves.

8. Our Company shall comply with such disclosures and accounting norms as may be specified by NSE, SEBI and other
regulatory authorities from time to time.

9. Our Company has not made any public issue of any kind or class of securities of our Company within the immediately
preceding two (2) years prior to filing this draft prospectus.

10. Our Company has not raised any bridge loan against the proceeds of this issue.

11. Our Company, Directors, Promoters or members of our Promoter Group shall not make any payments, direct or
indirect, discounts, commissions, allowances or otherwise under this Issue except as disclosed in this draft prospectus.

12. Our Company has not revalued its assets since incorporation.

13. 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 Net 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 Promoter and subject to three (3) years lock- in shall be suitably
increased; so as to ensure that 20% of the post Issue paid-up capital is locked in.

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

15. In case of over-subscription in all categories the allocation in the issue shall be as per the requirements of SEBI
(ICDR) Regulations.

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

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

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

19. Other than the Equity Shares, there is no other class of securities issued by our Company.

20. This issue is being made through Fixed Price method.

21. This Issue is being made in terms of Section IX of the SEBI (ICDR) Regulations 2018, as amended from time to time.
The Issue is being made through the Fixed Price method and hence, as per Regulation 253, sub regulation (2) of SEBI
(ICDR) Regulations 2018, the allocation in the net issue to public category shall be made as follow:

(a) Minimum 50% to the Retail individual investors; and

(b) remaining to:

i. individual applicants other than retail individual investors; and

ii. other investors including corporate bodies or institutions; irrespective of the number of specified securities
applied for;

Provided that the unsubscribed portion is either of the categories specified in clauses (a) or (b) may be allocated to
applicants in the other category.

Explanation: For the purpose of Regulation 253, sub-Regulation (2), if the retail individual investor category is
entitled to more than fifty percent of the issue size on proportionate basis, the retail individual investors shall be
allocated that higher percentage.

22. Our Promoters and members of our Promoter Group will not participate in the Issue.

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SECTION VII: PARTICULARS OF THE ISSUE

OBJECT OF THE ISSUE

The Issue includes a fresh Issue of 51,00,000 Equity Shares of our Company having face value of Rs. 10/- each at an Issue
Price of ₹55/- per Equity Share aggregating to ₹ 2,805.00 Lakhs. Our Company proposes to utilize the funds which are
being raised through this Issue towards the below mentioned objects and gain benefits of listing on Stock Exchange.

The Objects of the Issue are:

A. Funding Capital Expenditure towards purchase of additional plant and machinery

B. To meet the Working Capital Requirements
C. To meet the Issue Expenses
D. General Corporate Purposes

Our Company believes that listing will enhance our Company’s corporate image, brand name and create a public market
for its Equity Shares in India. It will also make future financing easier and affordable in case of expansion or
diversification of the business. Further, listing attracts interest of institutional investors as well as foreign institutional
investors.

The main objects clause of our Memorandum enables our Company to undertake the activities for which funds are being
raised in the Issue. The existing activities of our Company are within the objects clause of our Memorandum. The fund
requirement and deployment are based on internal management estimates and has not been appraised by any bank or
financial institution.

Requirement of Funds

The following table summarizes the requirement of funds:

(₹ in Lakhs)
Sr. Estimated % of total Amount to be financed
Particulars
No. Amount issue size from Issue Proceeds
Funding Capital Expenditure towards
A purchase of additional plant and 371.34 13.24% 371.34
machinery
B Working Capital Requirements 1,693.46 60.37% 1,693.46
C Issue Related Expenses 310.20 11.06% 310.20
D General Corporate Expenses 430.00 15.33% 430.00
Total IPO Proceeds 2,805.00 100.00% 2,805.00
E Less: Issue Related Expenses 310.20 11.06% 310.20
Net Issue Proceeds 2,494.80 88.94% 2,494.80
The issue proceeds are estimated to be utilized in the FY 2024-25 itself.

Incorporated in the year 2002, Sylvan Plyboard (India) Limited is engaged into manufacturing of various wood products
such as plywood, block board, flush door, veneer and sawn timber across various grades and thickness. The company
operates a manufacturing facility that is equipped with the latest machinery and technology situated at NH-2, Delhi Road,
Champsara, Chinnamore, Baidyabati, Hooghly- 712222, West Bengal, which is spreading over an area of approx. 11.61
acres (5,05,732 sq. ft.). Our Company markets its products under the brand name of “Sylvan”, through its network of
Authorized Dealers and Authorized Sub Dealers. As on the date of this Draft Prospectus, our Company has 223 Authorized
Dealers present across 13 states.

Our range of products under our manufacturing capabilities is summarized as under:

• Plywood, Block Boards & Flush Doors

• Veneer
• Sawn Timber

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Draft Prospectus

Details breakup of the Use of the Proceeds

A. Funding Capital Expenditure towards Purchase of Additional Plant & Machinery

Our Company currently has one manufacturing facility located at NH-2, Delhi Road, Champsara, Chinnamore,
Baidyabati, Hooghly- 712222, West Bengal, India. We propose to augment our capacities & in-house capabilities by
installing additional plant and machinery. Our Company hence, intends to utilize ₹ 371.34 lakhs from the Net Proceeds
for the purchase of plant and machinery at this manufacturing facility. We believe, this will enable us to cater the
growing demand of our customers with enhanced quality and increased efficiency. We are yet to place orders for such
plant and machinery.

The details of such machinery and equipment are set forth below:

Sl. Name of Date of Expected

Date of Quotation Amount
No. Machinery/ Name of Supplier Placement Date of
Quotation Valid Upto (₹ in lakhs)*
Equipment of Order Supply
Hydraulic Hot Press
Srichakra Engineering Order not Order not
1. 640 Tons 30 Day 26-03-2024 23-06-2024 92.00
Equipments placed placed
Light
Auto Loader for 30 Hydro Mech Order not Order not
2. 23-03-2024 20-06-2024 47.25
DL Hot Press Engineers placed placed
Hydraulic Pre Press
Order not Order not
3. with Chain Impress Engineers 22-03-2024 19-06-2024 25.70
placed placed
Conveyor System
Pneumatic Glue
Order not Order not
4. Spreader & Core Swastik Enterprises 22-03-2024 30-06-2024 64.00
placed placed
Veneer Composer
Hydraulic Scissor Saraswati Engineering Order not Order not
5. 22-03-2024 19-06-2024 8.75
Lift Company placed placed
Vacuum Feeder Saraswati Engineering Order not Order not
6. 22-03-2024 19-06-2024 5.90
with Conveyor Company placed placed
Saraswati Engineering Order not Order not
7. Auto Stacker 22-03-2024 19-06-2024 3.60
Company placed placed
L-Shape DD Saw Order not Order not
8. Swastik Enterprises 22-03-2024 30-06-2024 19.25
Machine placed placed
L-Finger Panel Order not Order not
9. Swastik Enterprises 22-03-2024 30-06-2024 43.00
Jointer placed placed
TOTAL 309.45
Estimated Expenses towards Installation and Contingencies @ 20% (i.e. Foundation, Electrical Exp,
9. 61.89
Transportation and Installation Charges etc.)
GRAND TOTAL 371.34
# Exclusive of GST

 We have considered the above quotations for the budgetary estimate purposes and as on date of this Draft
Prospectus. Our company has not placed any orders or made any payment towards purchase of above plant and
machinery. The actual cost of procurement and actual supplier may vary.

 We have not entered into definitive agreements with any of these suppliers and there can be no assurance that the
same suppliers would be engaged to eventually supply the equipment or at the same costs.

 We do not intend to purchase any second-hand machinery or equipment. The quantity of plant and machinery to
be purchased is based on quotations received from suppliers and estimates of our management. The Management
shall have the flexibility to revise such quantities/ estimates (including but not limited to change of the supplier or
addition/deletion of any quantity of plant and machinery) at the time of actual placement of the order.
Furthermore, if any surplus from the proceeds remains after meeting the total cost of the plant and machinery for
the aforesaid purpose, the same will be used for our general corporate purposes, subject to limit of 25% of the
amount raised by our Company through this Issue.

SYLVAN PLYBOARD (INDIA) LIMITED Page 82 of 331

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 The quotations relied upon by us in arriving at the above cost are valid for a specific period of time and may lapse
after the expiry of the said period. Consequent upon which, there could be a possible escalation in the cost of the
plant and machinery proposed to be acquired by us at the actual time of purchase, resulting in increase in the cost.
Further, cost can be escalated on account of freight expenses and incidental charges. Such cost escalation would
be met out of either of surplus portion of net issue proceeds (if any) or our internal accruals.

 The purchase of equipment/machinery and the proposed deployment is subject to final terms and conditions
agreed with the supplier including the finalization of price, payment/credit terms, delivery schedule, technology
advancement and other market factors prevailing at that time.

 Any additional costs incurred towards applicable taxes, freight charges, installation charges, exchange rate
fluctuations, including any contingencies etc. in relation to above object, will be met from internal accruals of our
Company.

B. Working Capital Requirement and basis of estimation:

Our business is highly working capital intensive and Our company funds a majority of our working capital
requirement through internal accruals and short-term borrowings. As on December 31, 2023, the Company had total
sanctioned limit of fund based working capital facilities of ₹6,536.50 lakhs and has utilized ₹6,150.03 lakhs. The
company has also non fund based working limit of ₹4,600.00 Lakhs. The major working capital are required for
procuring the raw materials and products we deal in, Work in Progress for Finished Goods, and Sundry Debtors etc. as
the money gets blocked in them. Our revenue from operations has been increased from ₹10,889.27 Lakhs in FY 2020-
21 to ₹19,807.26 Lakhs in FY 2022-23. As on December 31, 2023, our working capital requirement on restated basis
was ₹13,202.01 Lakhs from the existing level of business operations.

As per our management estimation, the working capital requirement for FY 2024-25 and FY 2025-26 is expected to be
₹16,550.32 Lakhs and ₹17,539.27 Lakhs respectively, based on our current and future orders that may be received, for
funding future growth requirements of our Company and for other strategic, business and corporate purposes. The
major capital will be invested in the procuring of the raw materials for the products we deal in, maintaining stocks and
Sundry Debtors as the money gets blocked in them resulting in additional working capital requirements.

Basis of estimation of Working Capital Requirements

Details of Company’s working capital for the period ended December 31, 2023, March 31, 2023 and March 31, 2022
and the source of funding, on the basis of Restated Financial Information of our Company as set out in the table below:
₹ in lakhs
31-03-2022 31-03-2023 31-12-2023 31-03-2024 31-03-2025 31-03-2026
Particulars
Restated Estimated
Cash & Bank Balance 558.15 310.26 1,653.58 1,165.05 1,223.30 1,345.63
Sundry Debtors 4,050.57 3,852.61 3,960.24 4,125.00 4,916.25 5,407.88
Inventory 10,656.54 13,161.76 13,208.33 14,666.67 16,387.50 16,824.50
Short Term Loans and Advances 247.87 240.75 170.91 251.27 469.49 510.00
Other Current Assets 39.87 26.62 24.40 30.00 190.10 219.40
Total Current Assets 15,553.00 17,592.00 19,017.46 20,237.99 23,186.64 24,307.41
Sundry Creditors 4,573.94 5,666.22 5,238.29 5,800.00 6,000.00 6,100.00
Other Current Liabilities 705.88 419.92 577.16 606.02 636.32 668.13
Total Current Liabilities 5,279.82 6,086.14 5,815.45 6,406.02 6,636.32 6,768.13
Working Capital Gap 10,273.18 11,505.86 13,202.01 13,831.97 16,550.32 17,539.27
Source of Working Capital
Proceeds from IPO/FPO - - - - 1,693.46 -
Working Capital Loan 4,562.37 5,431.48 6,150.03 6,391.35 6,049.43 5,910.73
Internal Accrual 5,710.81 6,074.38 7,051.98 7,440.62 8,807.43 11,628.54
Total 10,273.18 11,505.86 13,202.01 13,831.97 16,550.32 17,539.27

SYLVAN PLYBOARD (INDIA) LIMITED Page 83 of 331

Draft Prospectus

Assumption on working capital requirement:

We have estimated our working capital requirement based on the following holding periods which are as per industry
standard:

31-03-2022 31-03-2023 31-12-2023 31-03-2024 31-03-2025 31-03-2026

Particulars
As per Restated Estimated
Sundry Debtors Holding
2.83 2.33 2.96 2.25 2.25 2.25
period (In Months)
Inventory Holding Period
7.44 7.97 9.86 8.00 7.50 7.00
(In Months)
Sundry Creditor Holding
4.12 4.79 5.95 4.83 4.19 3.87
Period (In Months)

Justification for Holding Period:

Particulars Details
As mentioned in Restated financials, our Revenue from operations has been
increased from ₹10,889.27 Lakhs in FY 2020-21 to ₹19,807.26 Lakhs in FY
2022-23 wherein sundry debtors has been increased from ₹2,919.13 Lakhs to
₹3,852.61 Lakhs for the same period. For the 9-month period ended December
31, 2023, we have already achieved the revenue from operations of ₹16,079.18
Lakhs and our debtor was ₹3,960.24 Lakhs. The sundry debtor holding periods
depends on lots of factor like prevailing market condition, customers demand,
Sundry Debtors new products launched etc. Sometimes, we have to also offer extra credit period
to boost the topline and retained the clients or to get new clients. Accordingly,
the sundry debtors holding period has been increased from 2.83 months in FY
2021-22 to 2.96 months in Dec-23, which also resulted in increase of revenue
from operations as mentioned above. Going forward, we are estimating to
maintain the Debtor holding period at levels of 2.25 months from Fiscal 2024
onwards which is as per our affordability to increase the top line as well to retain
present & future customers as per the demand and market practice.
Our inventory mainly consists of Raw Materials, Work in progress, Finished
goods and Stores & Spares. Being the nature of our business, we required raw
material in large quantity to stores. Inventory levels are maintained by our
Company depending upon the Season of Product and demand. In Fiscal 2022,
2023 and Dec-23 our average Inventory holding period was 7.44 months, 7.97
months and 9.86 months respectively.
Inventories
Going forward, we are estimating to maintain the Inventory holding period at
levels of 8.00 months from Fiscal 2024, 7.50 months from Fiscal 2025 and 7.00
months from Fiscal 2026 as per the prevailing market condition and estimated
topline growth in future. By carrying inventory of our components, we will be
able to acquire and service more customers which will have a positive impact on
our topline and bottom line.
Creditor holding periods depends upon the demand and prevailing market
condition. In Fiscal 2022, 2023 and Dec-23 our average Creditor holding period
was 4.12 month, 4.79 months and 5.95 month respectively. However, going
Sundry Creditors forward we are estimating to maintain the Creditor holding period at levels of
4.83 months from Fiscal 2024, 4.19 months from Fiscal 2025 and 3.87 months
from Fiscal 2026 due to better expected cash flow and more bargaining power
from our suppliers.
The Key items under this head are Fixed Deposit lying with bank, accrued
interest there on, Cash-in-hand and Bank Balance in current account. Our
Company is having non-fund-based limit of Rs. 4,600.00 Lakhs for which we
required to provide fixed deposit as margin money as per the sanctioned terms.
Cash and Cash Equivalents
The increase in amount of Cash and Cash Equivalent is considered on account of
increase in operations and turnover, and such amounts will be required to meet
the day-to-day expenses and to take advantage of situations of price fluctuations,
etc.

SYLVAN PLYBOARD (INDIA) LIMITED Page 84 of 331

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Particulars Details
The key items under this head are advance to suppliers/employees etc, balance
Short Term Loans and Advances with government authorities and prepaid expenses etc. However, going forward,
and Other Current Assets we do not foresee any major change and expected to get proportionally increased
due to increase in operations and turnover.
Other current liabilities include advance from customers, provisions, statutory
Other Current Liabilities and dues, expenses payable, etc. However, going forward, we do not foresee any
Short Term Provisions major change and expected to get proportionally increased due to increase in
operations and turnover.

C. General Corporate Purpose:

The Net Proceeds will be first utilized towards the Objects as mentioned above. The balance is proposed to be utilized
for general corporate purposes, subject to such utilization not exceeding 25% of the amount being raised by our
Company through this issue, in compliance with the Chapter IX, Regulation 230 (2) of SEBI ICDR Regulations, 2018.
Our Company intends to deploy the balance Net Proceeds i.e., ₹ 430.00 Lakhs, which is 15.33% of the amount being
raised by our company through this issue, towards general corporate purposes, subject to above mentioned limit, as
may be approved by our management, including but not restricted to, the following:

(i) Strategic initiatives, partnerships, joint ventures and acquisitions;

(ii) Brand building, promotional & marketing activities and advisory;
(iii) Meeting exigencies and contingencies which our company in the ordinary course of business may not foresee; and
(iv) Any other purposes as approved by the Board subject to compliance with the necessary regulatory provisions.

The quantum of utilization of funds towards each of the above purposes will be determined by our Board of Directors
based on the permissible amount actually available under the head “General Corporate Purposes” and the business
requirements of our Company, from time to time. We, in accordance with the policies of our Board, will have
flexibility in utilizing the balance Net Proceeds for general corporate purposes, as mentioned above.

D. Issue Related Expense:

The expenses for this Issue include issue management fees, underwriting fees, selling commission, registrar fees, legal
advisor fees, printing and distribution expenses, issue related advertisement expenses, depository charges and listing
fees, statutory expenses etc. 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:

Estimated Expenses % of Total % of the Total

Activity
(₹ In Lakhs) Issue Expenses Issue Size
Lead Manager Fees, Underwriting commission,
including other intermediaries Fees, Printing and 98.10 31.62% 3.50%
distribution of Issue Stationary
Regulators Including Stock Exchanges 15.75 5.08% 0.56%
Advertising and Marketing Expenses 196.35 63.30% 7.00%
Total 310.20 100.00% 11.06%

Note:

➢ ASBA Bankers: The SCSBs will be entitled to selling commission of 0.03% (plus GST) of the amount allotted
(product of the no. of equity shares allotted and the issue price) for the forms directly procured by them and
uploaded on the electronic system of the stock exchange by them on the portion of Retail Individual Bidders and
Non-Institutional Bidders. No other fees/commission shall be payable on the application forms directly procured
by them.

The SCSBs would be entitled to processing fees of 0.03% (plus GST) of the amount allotted (product of the no. of
equity shares allotted and the issue price), for processing the application forms procured by other intermediaries
and submitted to SCSBs for processing.

SYLVAN PLYBOARD (INDIA) LIMITED Page 85 of 331

Draft Prospectus

➢ SYNDICATE ASBA: Other intermediaries (syndicate/sub-syndicate/registered broker/CRTAs/CDPs or for using

3-in-1 type account i.e. linked online trading, demat and bank account provided by some of the registered
brokers) will be entitled to selling commission of ₹10/- (plus GST) per valid application wherein shares has been
allotted for the forms directly procured by them and submitted to SCSBs for processing by them on the portion of
Retail Individual Bidders and Non-Institutional Bidders.

➢ Issuer banks for UPI Mechanism as registered with SEBI would be entitled to a processing fee of ₹10/- (plus
GST) per valid application made by the Retail Individual Bidders using the UPI mechanism on wherein shares
are allotted. The Sponsor Bank shall be responsible for making payments to the third parties such as remitter
bank, NPCI and such other parties as required in connection with the performance of its duties under the SEBI
circulars and other applicable laws.

➢ The terminal from which the application has been uploaded will be taken into account in order to determine the
total processing fess payable to the relevant registered broker and other intermediaries.

➢ Any expenses incurred towards IPO related expenses will be reimbursed/recouped out of the gross proceeds of
the Issue.

➢ The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular
No: SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 02, 2021 read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and such payment of processing fees to the
SCSBs shall be made in compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20,
2022.

➢ Further, in terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, the payment of
processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the
BRLMs/LM, and such application shall be made only after (i) unblocking of application amounts for each
application received by the SCSB has been fully completed, and (ii) applicable compensation relating to investor
complaints has been paid by the SCSB.

Means of Finance:

We propose to meet the additional requirement of funds for the stated objects of the Issue from the IPO Proceeds and
internal accruals. Accordingly, we confirm that we are in compliance with the requirements under Regulation 230(1)(e) of
the SEBI ICDR Regulations and Clause 9(C) of Part A of Schedule VI of the SEBI (ICDR) Regulations (which requires
firm arrangements of finance through verifiable means for 75% of the stated means of finance, excluding the Issue
Proceeds and existing identifiable internal accruals).

The fund requirement and deployment are based on internal management estimates and have not been appraised by any
bank or financial institution. These are based on current conditions and are subject to change in light of changes in external
circumstances or costs, other financial conditions, business or strategy, as discussed further below. In case of variations in
the actual utilization of funds allocated for the purposes set forth above, increased fund requirements for a particular
purpose may be financed by surplus funds, if any, available in respect of the other purposes for which funds are being
raised in this Issue. If surplus funds are unavailable, the required financing will be through our internal accruals and/or
debt.

We may have to revise our fund requirements and deployment as a result of changes in commercial and other external
factors, which may not be within the control of our management. This may entail re-scheduling, revising or cancelling the
fund requirements and increasing or decreasing the fund requirements for a particular purpose from its fund requirements
mentioned below, at the discretion of our management. In case of any shortfall or cost overruns, we intend to meet our
estimated expenditure from internal accruals and/or debt. In case of any such re-scheduling, it shall be made by compliance
of the relevant provisions of the Companies Act, 2013 / Companies Act, 1956.

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

SYLVAN PLYBOARD (INDIA) LIMITED Page 86 of 331

Draft Prospectus

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 draft 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.

Interim Use of Proceeds

Pending utilization for the purposes described above, our Company intends to invest the funds in with scheduled
commercial banks included in the second schedule of Reserve Bank of India Act, 1934. Our management, in accordance
with the policies established by our Board of Directors from time to time, will deploy the Net Proceeds. Further, our Board
of Directors hereby undertake that full recovery of the said interim investments shall be made without any sort of delay as
and when need arises for utilization of process for the objects of the issue.

Monitoring Utilization of Funds

As the Issue size is less than Rs. 10,000 Lakh, under the SEBI (ICDR) Regulations it is not mandatory for us to appoint a
monitoring agency.

Our Board and the management will monitor the utilization of the Net Proceeds through its audit committee. 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. On an annual basis, our Company shall prepare a statement of funds utilized for purposes other than
stated in this draft prospectus and place it before the Audit Committee. Such disclosures shall be made only until such time
that all the proceeds of the Issue have been utilized in full. The statement will be certified by the Statutory Auditors of our
Company.

No part of the Issue Proceeds will be paid by our Company as consideration to our Promoters, our Directors, Key
Managerial Personnel or Senior Management or companies promoted by the Promoters, except as may be required in the
usual course of business and for working capital requirements.

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 Initial Public 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 our 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 or Senior Management, 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 or Senior Management,
except in the normal course of business and in compliance with the applicable laws.

SYLVAN PLYBOARD (INDIA) LIMITED Page 87 of 331

Draft Prospectus

BASIS FOR ISSUE PRICE

The Issue Price of ₹55/- per Equity Share has been determined by our Company, in consultation with the Lead Manager
and justified by our Company, on the basis of an assessment of market demand for the Equity Shares through the Fixed
Price Process and on the basis of the following qualitative and quantitative factors. The face value of the Equity Share of
our Company is ₹10/- and Issue Price is ₹55/- which is 5.5 times of the face value. Investors should also refer “Our
Business”, “Risk Factors” and “Financial Statements as Restated” beginning on page no. 126, 21 and 193 respectively,
of this draft prospectus, to have an informed view before making an investment decision.

QUALITATIVE FACTORS:

Some of the qualitative factors, which form the basis for computing the price, are –

• Established and proven track record;

• Leveraging the experience of our Promoters;
• Experienced management team and a motivated and efficient work force;
• Cordial relations with our customers
• Quality Assurance & Control

For a detailed discussion on the qualitative factors which form the basis for computing the price, please refer to Section
titled, “Our Business”, beginning on page no. 89 of this draft prospectus.

QUANTITATIVE FACTORS:

The information presented in this section is derived from our Company’s restated financial statements for the period ended
December 31, 2023 and for the financial year ended on 31 st March 2023, 31st March 2022 and 31st March 2021 prepared in
accordance with Indian GAAP, the Companies Act and Restated in accordance with SEBI (ICDR) Regulations. For details,
refer chapter titled “Financial Statements as Restated” beginning on page no 193 of this draft prospectus. Some of the
quantitative factors, which form the basis for computing the price, are as follows:

1. Basic & Diluted Earnings per share (EPS) as adjusted for changes in capital for last 3 years:

Earnings Per Share as per the Company’s Restated Financial Information

Basic & Diluted EPS (Rs.)
Particulars With Retrospective As per Weight
Effect of Bonus # Restated
Year ended March 31, 2021 0.27 0.41 1
Year ended March 31, 2022 2.24 3.36 2
Year ended March 31, 2023 2.53 3.80 3
Weighted Average* 2.06 3.09
For the period ended on December 31, 2023 (Not
3.14 3.14
annualized)

a. Basic & Diluted EPS: EPS has been calculated as PAT/Weighted average no. of shares outstanding for
particular period/year in accordance with Accounting Standard 20 (AS-20) 'Earnings per Share' issued by ICAI.

b. Weighted average: Aggregate of weights i.e. [(EPS x Weight) for each year] / [Total of weights]

# On December 30, 2023, Company has allotted 47,58,277 Equity Shares as Bonus Share in the ratio of 1:2 i.e. One
Equity Share for every Two fully paid-up equity shares. The EPS has been shown separately giving retrospective effect
of Bonus allotment. (For further details, please refer chapter “Capital Structure” and “Financial statement as
Restated” beginning from page no. 60 and 193 respectively of this draft prospectus.)

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2. Price to Earning (P/E) Ratio in relation to the Issue Price of ₹55/- per equity share of face value of Rs. 10/- each

P/E Ratio
Particulars With Retrospective As per
Effect of Bonus Restated
P/E ratio based on the Basic & Diluted EPS as on March 31, 2023 21.74 14.47
P/E ratio based on the Weighted Average EPS 26.70 17.80
P/E ratio based on the Basic & Diluted EPS for the period ended
17.52 17.52
December 31, 2023 (Not annualized)

Industry Price to Earning (P/E)

Particulars P/E Ratio

Highest 40.65
Lowest 13.46
Average 28.51

3. Average Return on Net Worth (RoNW) for last 3 years as per the Company’s Restated Financial Information

Particulars RONW in % Weight

Year ended March 31, 2021 0.46 1
Year ended March 31, 2022 3.69 2
Year ended March 31, 2023 4.00 3
Weighted Average 3.31
For the period ended on December 31, 2023 (Not annualized) 4.74
Weighted average: Aggregate of year-wise weighted Return on Net Worth divided by the aggregate of weights i.e.
[(Return on Net Worth x Weight) for each year] / [Total of weights]

Note: Net worth has been computed by aggregating share capital and reserves and surplus as per the audited restated
financial information. Revaluation reserve or miscellaneous expenditure (to the extent not written off) is not
considered for calculating Reserve & Surplus.

4. Net Assets Value:

With
As per
Particulars Retrospective
Restated
Effect of Bonus
Net Asset Value per Equity Share as of March 31, 2023 63.19 94.79
For the period ended on December 31, 2023 (Not annualized) 66.25 66.25
Net Asset Value per Equity Share after the Issue 61.69
Issue Price per equity share 55.00
Note: Net Asset Value per equity share represents “total assets less total liability (excluding deferred tax) as per the
restated financial information as divided by the number of equities shares outstanding as at the end of year/period.

5. Comparison with other listed companies/Industry peers:

Considering the nature and product manufactured by our company, turnover and size of business of our Company, the
peer companies mentioned below are not strictly comparable. However, the below mentioned listed company have
been taken into consideration as peer comparative listed companies and has been included for broad comparison only.
The below mentioned listed company are those who manufacture, market and sell Plywood as one of their products,
i.e. M/s. Archidply Industries Limited, M/s. Duroply Industries Limited and M/s. The Western India Plywoods
Limited.

SYLVAN PLYBOARD (INDIA) LIMITED Page 89 of 331

Draft Prospectus

Face NAV per Turnover

CMP EPS P/E RONW (₹ in
Name of Company Value Equity
(in ₹)** Basic Ratio (%) Lakhs)
(in ₹) Share
Peer Group#*
Archidply Industries Limited 82.85 10.00 6.15 52.25 13.46 11.78 41,450.18
Duroply Industries Limited 300.80 10.00 7.40 111.18 40.65 5.91 30,233.86
The Western India Plywoods Limited 153.00 10.00 4.87 57.23 31.41 8.51 10,667.45
Issuer Company
Sylvan Plyboard (India) Limited^ 55.00 10.00 2.53 63.19 21.74 4.00 19,807.26
#Considering the nature and size of business of the Company, the peers may not be exactly comparable. Hence a strict
comparison is not possible. However, the above companies have been included for broader comparison.
^ Based on full completed financial year ended on March 31, 2023 on Restated basis
*Source for Peer Companies: Annual Reports (figures as on March 31, 2023)
**CMP as on 28/03/2024 for Peer Group and IPO price for Sylvan

6. Key Operational and Financial Performance Indicators:

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

The KPIs disclosed below have been approved by a resolution of our Audit Committee dated March 22, 2024 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 Draft
Prospectus. Further, the KPIs herein have been certified by M/s. Dokania S. Kumar, Chartered Accountants, by their
certificate dated March 22, 2024.

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
Fresh Issue as per the disclosure made in the Objects of the Offer Section, whichever is later or for such other duration
as may be required under the SEBI ICDR Regulations. Further, the ongoing KPIs will continue to be certified by a
member of an expert body as required under the SEBI ICDR Regulations.

6.1 Financial KPIs of our Company:

₹ in lakhs except percentage and ratios
Particulars 31-12-2023# 31-03-2023 31-03-2022 31-03-2021
Revenue from Operations (1) 16,079.18 19,807.26 17,182.35 10,889.27
Revenue Growth (%) - 15.28 57.79 (38.73)
EBITDA (2) 1,367.81 1,311.82 1,053.40 805.86
EBITDA Margin (%) (3) 8.51 6.62 6.13 7.40
(4)
PAT 447.98 352.85 305.31 37.09
PAT Margin (%) (5) 2.77 1.77 1.77 0.34
EPS (Basic & Diluted) (6) 3.14 2.53 2.24 0.27
(7)
Total Borrowings 6,454.53 5,500.55 4,579.24 4,701.16
Net Worth (8) 9,456.77 8,811.78 8,283.26 7,977.95
RONW (%) (9) 4.74 4.00 3.69 0.46
(10)
ROCE (%) 7.56 7.53 6.56 4.82
Debt Equity Ratio (11) 0.68 0.62 0.55 0.59
# not annualized
As certified by M/s. Dokania S. Kumar, Chartered Accountants the statutory auditors of our Company pursuant to
their certificate dated March 22, 2024.

The above KPIs of our Company have also been disclosed, along with other key financial and operating metrics, in
“Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”

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beginning on page 126 and 231 respectively of Draft Prospectus. All such KPIs have been defined consistently and
precisely in “Definitions and Abbreviations” on page 2 of Draft Prospectus.

Subject to applicable laws, the Company confirms that it shall continue to disclose all the key performance indicators
included in this “Basis for Offer Price” section, on a periodic basis, at least once in a year (or for any lesser period as
determined by the Board of our Company), for a duration that is at least the later of (i) one year after the date of listing
of the Equity Shares on the Stock Exchange; or (ii) till the utilization of the Net Proceeds as disclosed under “Objects
of the Issue” on page 81 of Draft Prospectus.

6.2 Comparison of KPIs with listed Industry Peers:

Considering the nature and product manufactured by our company, turnover and size of business of our Company, the
peer companies mentioned below are not strictly comparable. However, the below mentioned listed company have
been taken into consideration as peer comparative listed companies and has been included for broad comparison only.
The below mentioned listed company are those who manufacture, market and sell Plywood as one of their products,
i.e. M/s. Archidply Industries Limited, M/s. Duroply Industries Limited and M/s. The Western India Plywoods
Limited.
₹ in lakhs except percentage and ratios
Sylvan Archidply Duroply The Western
Plyboard Industries Industries India Plywoods
Particulars (India) Limited Limited Limited Limited
31-03-2023 31-03-2023 31-03-2023 31-03-2023
Revenue from Operations (1) 19,807.26 41,450.18 30,233.86 10,667.45
EBITDA (2) 1,311.82 2,401.28 1,591.87 771.95
(3)
EBITDA Margin (%) 6.62 5.79 5.27 7.24
PAT (4) 352.85 1,222.59 522.57 413.35
PAT Margin (%) (5) 1.77 2.95 1.73 3.85
(6)
EPS (Basic & Diluted) 2.53 6.15 7.40 4.87
Total Borrowings (7) 5,500.55 6,342.64 4,145.61 1,724.57
Net Worth (8) 8,811.78 10,380.32 8,841.97 4,857.52
RONW (%) (9) 4.00 11.78 5.91 8.51
ROCE (%) (10) 7.53 13.32 12.00 10.65
Debt Equity Ratio (11) 0.62 0.61 0.47 0.36
Source: All the financial information for listed industry peer mentioned above is sourced from the regulatory filings
made by aforesaid companies to stock exchanges for the respective year/ period to compute the corresponding
financial ratios.

Explanation for the Key Performance Indicators

1. Revenue from operations means Revenue from Operations as appearing in the Restated Financial Statements;
2. EBITDA means Earnings before interest, taxes, depreciation and amortisation expense, which has been arrived at
by obtaining the profit before tax/ (loss) for the year / period and adding back finance costs, depreciation and
amortisation and impairment expense and reducing other income;
3. EBITDA Margin is calculated as EBITDA as a percentage of revenue from operations;
4. PAT represents total profit after tax for the year / period;
5. PAT Margin is calculated as PAT divided by total income;
6. Basic and Diluted EPS = PAT divided by weighted average no. of equity shares outstanding during the year /
period, as adjusted for changes in capital due to sub-division of equity shares; For Diluted EPS, the weighted no.
of shares shall include the impact of potential convertible securities;
7. Total Borrowings are calculated as total of current and non-current borrowings;
8. “Net worth” means the aggregate value of the paid-up share capital and all reserves created out of the profits
and securities premium account and debit or credit balance of profit and loss account, after deducting the
aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off,
but does not include reserves created out of revaluation of assets, capital reserve, write-back of depreciation and
amalgamation as per SEBI ICDR Regulations;
9. “RONW” is calculated Profit after Tax for the period / Net Worth
10. ROCE is calculated as EBIT divided by capital employed where (i) EBIT means EBITDA minus depreciation and
amortisation expense and (ii) Capital employed means Net worth as defined in (8) above + total current &
noncurrent borrowings;

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11. Debt Equity Ratio: This is defined as total debt divided by total equity. Total debt is the sum of total current &
noncurrent borrowings; total equity means sum of equity share capital and other equity;

Explanation for Key Performance Indicators metrics

Set out below are explanations for how the KPIs listed above have been used by the management historically to
analyse, track or monitor the operational and/or financial performance of our Company:

KPI Explanation
Revenue from Operations is used by our management to track the revenue profile of
Revenue from Operations the business and in turn helps assess the overall financial performance of our Company
and size of our business
EBITDA EBITDA provides information regarding the operational efficiency of the business
EBITDA Margin is an indicator of the operational profitability and financial
EBITDA Margin (%)
performance of our business
Profit After Tax (PAT) for the year / period provides information regarding the overall
PAT
profitability of the business
PAT Margin is an indicator of the overall profitability and financial performance of
PAT Margin (%)
our business
EPS provide information on per share profitability of our Company which helps us in
EPS (Basic & Diluted) (%)
taking key corporate finance decisions
Total Borrowings Total Borrowings is used by us to track our leverage position on time to time
Net Worth Net worth is used to track the book value and overall value of shareholders’ equity
RONW provides how efficiently our Company generates earnings for the equity
RONW
shareholders of the Company.
ROE ROE provides how efficiently our Company generates profits from shareholders’ funds
ROCE provides how efficiently our Company generates earnings from the capital
ROCE
employed in the business
Debt to Equity Ratio is used to measure the financial leverage of our Company and
Debt Equity Ratio
provides comparison benchmark against peers

7. 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 have been no issuance of Equity Shares or convertible securities, excluding shares issued under ESOP/ESOS
and issuance of bonus shares, during the 18 months preceding the date of this Draft 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)), 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 /
convertible securities)

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

Since there are no such transactions to report to under (a) and (b) therefore, information based on last 5 primary or
secondary transactions (secondary transactions where Promoters / Promoter Group members 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 irrespective of the size of transactions, is as below:

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Primary Transaction:

Date of No. of Face Value Issue Price Nature/Reason Nature of Total

Allotment Equity (in ₹) (in ₹) of Allotment Consideration Consideration
Shares (in ₹)
12-05-2022 2,04,241 10.00 86.00 Rights Issue Cash 1,75,64,726
17-04-2023 68,182 10.00 88.00 Rights Issue Cash 60,00,016
18-08-2023 1,09,000 10.00 89.00 Rights Issue Cash 97,01,000
26-09-2023 43,010 10.00 93.00 Rights Issue Cash 39,99,930
30-12-2023 2,12,217* 10.00 -- Bonus Issue Other than Cash -
Total 6,36,650 3,72,65,672
Weighted Average Cost of Acquisition (WACA) per Equity Share 58.53
* Company has issued Bonus Share in the ratio of (1:2) i.e., One Equity Share for every Two fully paid-up equity share held by
existing shareholders of Face Value Rs. 10/- each. We have considered impact of bonus allotment of 2,12,217 shares only on the
share allotment as mentioned in above table.

Secondary Transaction:

Date of No. of Face Value Issue Price Nature of Nature of Percentage of

Allotment/ Equity (in ₹) /Acquisition acquisition Consideration Pre-Issue
Transfer Shares Price / (Allotment/ Equity Share
Transfer Acquired/ Capital (%)
price per transfer)
Equity
Share (in ₹)
Nil

(d) Weighted Average Cost of Acquisition and Offer Price

Type of Transactions Weighted average cost of Offer Price

acquisition (i.e. ₹ 55/-)
(₹ per Equity Shares)
Weighted average cost of acquisition of primary / new N.A.^ N.A.^
issue as per paragraph 7(a) above.
Weighted average cost of acquisition for secondary sale N.A.^^ N.A.^^
/ acquisition as per paragraph 7(b) above.
Weighted average cost of acquisition of primary 58.53 0.94 times
issuances /secondary transactions as per paragraph 8(c)
above
^There were no primary/ new issue of shares (equity/ convertible securities) as mentioned in paragraph 8(a) above, in
last 18 months from the date of this Draft Prospectus.
^^There were no secondary sales / acquisition of shares of shares (equity/ convertible securities) as mentioned in
paragraph 8(b) above, in last 18 months from the date of this Draft Prospectus.

8. The face value of Equity Shares of our Company is ₹ 10/- per Equity Share and the Issue Price of ₹ 55/- per Equity
Share is 5.5 times the face value.

9. The Issue Price of ₹ 55/- is determined by our Company in consultation with the Lead Manager and is justified based
on the above accounting ratios. For further details, please refer to the section titled “Risk Factors”, and chapters titled
“Our Business” and “Financial Statements as Restated” beginning on page no. 21, 126 and 193, respectively of this
Draft Prospectus.

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STATEMENT OF POSSIBLE TAX BENEFITS

To
The Board of Directors,
Sylvan Plyboard (India) Limited
NH-2, Delhi Road, Champsara, Chinnamore,
Baidyabati, Hooghly-712222,
West Bengal, India

Dear Sirs,

Sub: Statement of possible Special tax benefit (‘the Statement’) available to Sylvan Plyboard (India) Limited and its
shareholders prepared in accordance with the requirements under Schedule VI-Clause 9L of the Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (the
‘Regulations’)

We hereby confirm that the enclosed annexure, prepared by Sylvan Plyboard (India) Limited states the possible special tax
benefits available to the Company and the shareholders of the Company under the Income – tax Act, 1961 (‘Act’) as
amended time to time, the Gift Tax Act, 1958, presently in force in India. Several of these benefits are dependent on the
Company or its shareholders fulfilling the conditions prescribed under the relevant provisions of the Act. Hence, the ability
of the Company or its shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on
the business imperatives, the company may or may not choose to fulfill.

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. Further, these benefits are neither exhaustive nor conclusive and
the preparation of the contents stated is the responsibility of the Company’s management. We are informed that this
statement is only intended to provide general information to the investors and hence is neither designed nor intended to be
a substitute for professional tax advice. In view of the individual nature of the tax consequences, the changing tax laws,
each investor is advised to consult his or her own tax consultant with respect to the specific tax implications arising out of
their participation in the issue. We are neither suggesting nor are we advising the investor to invest money or not to invest
money based on this statement.

Our views are based on the existing provisions of the Act and its interpretations, which are subject to change or
modification by subsequent legislative, regulatory, administrative or judicial decisions. Any such change, which could also
be retroactive, could have an effect on the validity of our views stated herein. We assume no obligation to update this
statement on any events subsequent to its issue, which may have a material effect on the discussions 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, where applicable 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.

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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.

The enclosed Annexure is intended solely for your information and for inclusion in the Draft Prospectus/Prospectus or any
other issue related material 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 prior written consent.

Signed in terms of our separate report of even date.

For Dokania S. Kumar & Co.
Chartered Accountants
Firm Registration No.: 322919E

Sd/-

(CA Sourav Dokania)

Partner
Membership No. 304128
UDIN: 24304128BKAPWE1767
Place: Kolkata
Date: 22.03.2024

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Annexure to the statement of possible Tax Benefits

Outlined below are the possible Special tax benefits available to the Company and its shareholders under the Income Tax
Act, 1961 presently forced in India. It is not exhaustive or comprehensive and is not intended to be a substitute for
professional advice. Investors are advised to consult their own tax consultant with respect to the tax implications of an
investment in the Equity Shares particularly in view of the fact that certain recently enacted legislation may not have a
direct legal precedent or may have different interpretation on the benefits, which an investor can avail.

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

1. Special Tax Benefits available to the Company under the Act:

The Company is not entitled to any Special tax benefits under the Act.

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

The Shareholders of the company are not entitled to any Special tax benefits under the Act.

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.

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.

Signed in terms of our separate report of even date.

For Dokania S. Kumar & Co.
Chartered Accountants
Firm Registration No.: 322919E

Sd/-

(CA Sourav Dokania)

Partner
Membership No. 304128
UDIN: 24304128BKAPWE1767
Place: Kolkata
Date: 22.03.2024

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SECTION VIII: ABOUT THE COMPANY AND THE INDUSTRY

INDUSTRY OVERVIEW

Unless noted otherwise, the information in this section is obtained or extracted from “www.ibef.org” and also extracted
from publicly available information, data and statistics and has been derived from various government publications and
industry sources. Neither we nor any other person connected with the Issue have independently verified this information.
The data may have been re-classified by us for the purposes of presentation. Industry sources and publications generally
state that the information contained therein has been obtained from sources generally believed to be reliable, but that their
accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot be assured and,
accordingly, investment decisions should not be based on such information. Industry sources and publications are also
prepared based on information as of specific dates and may no longer be current or reflect current trends. Industry sources
and publications may also base their information on estimates, projections, forecasts and assumptions that may prove to be
incorrect. Accordingly, investors must rely on their independent examination of, and should not place undue reliance on, or
base their investment decision solely on this information. The recipient should not construe any of the contents in this
report as advice relating to business, financial, legal, taxation or investment matters and are advised to consult their own
business, financial, legal, taxation, and other advisors concerning the transaction.

INDIAN ECONOMY

INTRODUCTION

Strong economic growth in the first quarter of FY23 helped India overcome the UK to become the fifth-largest economy
after it recovered from the COVID-19 pandemic shock. India's gross domestic product (GDP) at current prices in the
second quarter (Q2) of 2023-24 is estimated to be Rs. 71.66 trillion (US$ 861.2 billion), as against Rs. 65.67 trillion (US$
789.2 billion) in Q2 of 2022-23, showing a growth rate of 9.1%.

Strong domestic demand for consumption and investment, along with Government’s continued emphasis on capital
expenditure are seen as among the key driver of the GDP in the first half of FY24. In 2023-24 (April-December), India’s
service exports stood at US$ 247.92 billion. Furthermore, India’s overall exports (services and merchandise) in 2023-24
(April-December) were estimated at US$ 565.04 billion. 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. The contact-based services sector has largely demonstrated promise to boost growth by unleashing the
pent-up demand. 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.

India's appeal as a destination for investments has grown stronger and more sustainable as a result of the current period of
global unpredictability and volatility, and the record amounts of money raised by India-focused funds in 2022 are evidence
of investor faith in the "Invest in India" narrative.

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MARKET SIZE

India’s nominal gross domestic product (GDP) at current

prices is estimated to be at Rs. 296.58 trillion (US$ 3.56
trillion) in 2023-24. Additionally, the Nominal GDP at
current prices in Q2 of 2023-24 was Rs. 71.66 trillion
(US$ 861.2 billion), as against Rs. 65.67 trillion (US$
789.2 billion) in 2022-23, estimating a growth of 9.1%.
As of 03rd October 2023, India is home to 111 unicorns
with a total valuation of US$ 349.67 Billion. Out of the
total number of unicorns, 45 unicorns with a total
valuation of US$ 102.30 Billion were born in 2021 and
22 unicorns with a total valuation of $ 29.20 Billion were
born in 2022. India presently has the third-largest unicorn
base in the world. The government is also focusing on
renewable sources by achieving 40% of its energy from
non-fossil sources by 2030. India is committed to
achieving the country's ambition of Net Zero Emissions
by 2070 through a five-pronged strategy, ‘Panchamrit’.
Moreover, India ranked 3rd in the renewable energy
country attractive index.

According to the McKinsey Global Institute, India needs

to boost its rate of employment growth and create 90
million non-farm jobs between 2023 to 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 same time
period. The current account deficit stood at US$ 8.3 billion, or 1% of GDP, in the second quarter of fiscal 2023-24 as
compared to US$ 9.2 billion or 1.1% of GDP in the preceding quarter.

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 Minister of Commerce and Industry, Consumer
Affairs, Food and Public Distribution and Textiles Mr. Piyush Goyal, 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.

• As of January 19, 2024, India’s foreign exchange reserves stood at US$ 616.14 billion.
• In 2023, India saw a total of US$ 49.8 billion in PE-VC investments.
• Merchandise exports in December 2023 stood at US$ 38.45 billion, with total merchandise exports of US$ 505.15
billion during the period of April-December (2023-24).
• India was also named as the 48th most innovative country among the top 50 countries, securing 40th position out
of 132 economies in the Global Innovation Index 2023. India rose from 81st position in 2015 to 40th position in
2023. India ranks 3rd position in the global number of scientific publications.
• At the beginning of January 2024, the PMI Services comfortably remained in the expansionary zone, registering a
value of 61.2.
• In December 2023, the gross Goods and Services Tax (GST) revenue collection stood at Rs.1,64,882 crore (US$
19.80 billion), of which CGST is Rs. 30,443 crore (US$ 3.65 billion), SGST is Rs. 37,935 crore (US$ 4.55
billion).
• Between April 2000–September 2023, cumulative FDI equity inflows to India stood at US$ 953.14 billion.

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• In November 2023, the overall IIP (Index of Industrial Production) stood at 141. The Indices of Industrial
Production for the mining, manufacturing and electricity sectors stood at 131.1, 139.2 and 176.3, respectively, in
November 2023.
• According to data released by the Ministry of Statistics & Programme Implementation (MoSPI), India’s
Consumer Price Index (CPI) based retail inflation reached 5.55% in November 2023.
• Foreign Institutional Investors (FII) inflows between April-July (2023-24) were close to Rs. 80,500 crore (US$
9.67 billion), while Domestic Institutional Investors (DII) sold Rs. 4,500 crore (US$ 540.56 million) in the same
period. As per depository data, Foreign Portfolio Investors (FPIs) invested Rs. 261,856 crore (US$ 31.5 billion) in
India during Aril-December (2023-24).
• The wheat procurement during RMS 2023-24 (till May) was estimated to be 262 lakh metric tonnes (LMT) and
the rice procured in KMS 2023-24 was 385 LMT. The combined stock position of wheat and rice in the Central
Pool is over 579 LMT (Wheat 312 LMT and Rice 267 LMT).

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, is 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:

o On January 22, 2024, Prime Minister Mr. Narendra Modi announced the 'Pradhan Mantri Suryodaya Yojana'.
Under this scheme, 1 crore households will receive rooftop solar installations.
o On September 17th, 2023, Prime Minister Mr. Narendra Modi launched the Central Sector Scheme PM-
VISHWAKARMA in New Delhi. The new scheme aims to provide recognition and comprehensive support to
traditional artisans & craftsmen who work with their hands and basic tools. This initiative is designed to enhance
the quality, scale, and reach of their products, as well as to integrate them with MSME value chains.
o On August 6th, 2023, Amrit Bharat Station Scheme was launched to transform and revitalize 1309 railway
stations across the nation. This scheme envisages development of stations on a continuous basis with a long-term
vision.
o On June 28th, 2023, the Ministry of Environment, Forests, and Climate Change introduced the ‘Draft Carbon
Credit Trading Scheme, 2023’.
o From April 1st, 2023, Foreign Trade Policy 2023 was unveiled to create an enabling ecosystem to support the
philosophy of ‘AtmaNirbhar Bharat’ and ‘Local goes Global’.
o In order to enhance India’s manufacturing capabilities by increasing investment and production in the sector, the
government of India has introduced the Production Linked Incentive Scheme (PLI) for Pharmaceuticals.
o Prime Minister’s Development Initiative for North-East Region (PM-DevINE) was announced in the Union
Budget 2022-23 with a financial outlay of Rs. 1,500 crore (US$ 182.35 million).
o Prime Minister Mr Narendra Modi has inaugurated a new food security scheme for providing free food grains to
Antodaya Ann Yojna (AAY) & Primary Household (PHH) beneficiaries, called Pradhan Mantri Garib Kalyan
Ann Yojana (PMGKAY) from January 1st, 2023.
o The Amrit Bharat Station scheme for Indian Railways envisages the development of stations on a continuous
basis with a long-term vision, formulated on December 29th, 2022, by the Ministry of Railways.
o On October 7th, 2022, the Department for Promotion of Industry and Internal Trade (DPIIT) launched Credit
Guarantee Scheme for Start-ups (CGSS) aiming to provide credit guarantees up to a specified limit by start-ups,
facilitated by Scheduled Commercial Banks, Non-Banking Financial Companies and Securities and Exchange
Board of India (SEBI) registered Alternative Investment Funds (AIFs).
o Telecom Technology Development Fund (TTDF) Scheme was launched in October 2022 by the Universal Service
Obligation Fund (USOF), a body under the Department of Telecommunications. The objective is to fund R&D in
rural-specific communication technology applications and form synergies among academia, start-ups, research
institutes, and the industry to build and develop the telecom ecosystem.
o Home & Cooperation Minister Mr. Amit Shah laid the foundation stone and performed Bhoomi Pujan of Tanot
Mandir Complex Project under Border Tourism Development Programme in Jaisalmer in September 2022.
o 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).

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o 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.
o 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).
o In July 2022, the Union Cabinet chaired by 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 IT companies and
start-ups in both countries.
o India and Namibia entered a Memorandum of Understanding (MoU) on wildlife conservation and sustainable
biodiversity utilization on July 20th, 2022, for establishing the cheetah into the historical range in India.
o In July 2022, the Reserve Bank of India (RBI) approved international trade settlements in Indian rupees (Rs.) in
order to promote the growth of global trade with emphasis on exports from India and to support the increasing
interest of the global trading community.
o The Agnipath Scheme aims to develop a young and skilled armed force backed by an advanced warfare
technology scheme by providing youth with an opportunity to serve Indian Army for a 4-year period. It is
introduced by the Government of India on June 14th, 2022.
o In June 2022, Prime Minister Mr. Narendra Modi inaugurated and laid the foundation stone of development
projects worth Rs. 21,000 crore (US$ 2.63 billion) at Gujarat Gaurav Abhiyan at Vadodara.
o Mr. Rajnath Singh, Minister of Defence, launched 75 newly developed Artificial Intelligence (AI)
products/technologies during the first-ever ‘AI in Defence’ (AIDef) symposium and exhibition organized by the
Ministry of Defence in New Delhi on July 11th, 2022.
o In June 2022, Prime Minister Mr. Narendra Modi laid the foundation stone of 1,406 projects worth more than Rs.
80,000 crore (US$ 10.01 billion) at the ground-breaking ceremony of the UP Investors Summit in Lucknow. The
Projects encompass diverse sectors like Agriculture and Allied industries, IT and Electronics, MSME,
Manufacturing, Renewable Energy, Pharma, Tourism, Defence & Aerospace, and Handloom & Textiles.
o The Indian Institute of Spices Research (IISR) under the Indian Council for Agricultural Research (ICAR) inked a
Memorandum of Understanding (MoU) with Lysterra LLC, a Russia-based company for the commercialization of
bio capsule, an encapsulation technology for bio-fertilization on June 30th, 2022.
o As of April 2022, India signed 13 Free Trade Agreements (FTAs) with its trading partners including major trade
agreements like the India-UAE Comprehensive Partnership Agreement (CEPA) and the India-Australia Economic
Cooperation and Trade Agreement (IndAus ECTA).
o 'Mission Shakti' was applicable with effect from April 1st, 2022, aimed at strengthening interventions for
women’s safety, security, and empowerment.
o The Union Budget of 2022-23 was presented on February 1st, 2022, by the Minister for Finance & Corporate
Affairs, Ms. Nirmala Sitharaman. The budget had four priorities PM GatiShakti, Inclusive Development,
Productivity Enhancement and Investment, and Financing of Investments. In the Union Budget 2022-23, effective
capital expenditure is expected to increase by 27% at Rs. 10.68 trillion (US$ 142.93 billion) to boost the
economy. This will be 4.1% of the total Gross Domestic Production (GDP).
o Strengthening of Pharmaceutical Industry (SPI) was launched in March 2022 by the Ministry of Chemicals &
Fertilisers to provide credit linked capital and interest subsidy for Technology Upgradation of MSME units in
pharmaceutical sector, as well as support of up to Rs. 20 crore (US$ 2.4 million) each for common facilities
including Research centre, testing labs and ETPs (Effluent Treatment Plant) in Pharma Clusters, to enhance the
role of MSMEs.
o Under PM GatiShakti Master Plan, the National Highway Network will develop 25,000 km of new highways
network, which will be worth Rs. 20,000 crore (US$ 2.67 billion). In 2022-23. Increased government expenditure
is expected to attract private investments, with a production-linked incentive scheme providing excellent
opportunities. Consistently proactive, graded, and measured policy support is anticipated to boost the Indian
economy.
o In February 2022, The Ministry of Social Justice & Empowerment launched the Scheme for Economic
Empowerment of Denotified/Nomadic/SemiNomadic tribal communities (DNTs) (SEED) to provide basic
facilities like good quality coaching, and health insurance. livelihoods initiative at a community level and
financial assistance for the construction of houses.
o In February 2022, Minister for Finance and Corporate Affairs Ms. Nirmala Sitharaman said that productivity
linked incentive (PLI) schemes would be extended to 14 sectors to achieve the mission of AtmaNirbhar Bharat
and create 60 lakh jobs with an additional production capacity of Rs. 30 trillion (US$ 401.49 billion) in the next
five years.
o In the Union Budget of 2022-23, the government announced funding for the production-linked incentive (PLI)
scheme for domestic solar cells and module manufacturing of Rs. 24,000 crore (US$ 3.21 billion).

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o In the Union Budget of 2022-23, the government announced a production-linked incentive (PLI) scheme for Bulk
Drugs which was an investment of Rs. 2,500 crore (US$ 334.60 million).
o In the Union Budget of 2022, Minister for Finance & Corporate Affairs Ms. Nirmala Sitharaman announced that a
scheme for design-led manufacturing in 5G would be launched as part of the PLI scheme.
o In September 2021, Union Cabinet approved major reforms in the telecom sector, which are expected to boost
employment, growth, competition, and consumer interests. Key reforms include rationalization of adjusted gross
revenue, rationalization of bank guarantees (BGs), and encouragement of spectrum sharing.
o In the Union Budget of 2022-23, the government has allocated Rs. 44,720 crore (US$ 5.98 billion) to Bharat
Sanchar Nigam Limited (BSNL) for capital investments in the 4G spectrum.
o Minister for Finance & Corporate Affairs Ms. Nirmala Sitharaman allocated Rs. 650 crore (US$ 86.69 million)
for the Deep Ocean mission that seeks to explore vast marine living and non-living resources. Department of
Space (DoS) has got Rs. 13,700 crore (US$ 1.83 billion) in 2022-23 for several key space missions like
Gaganyaan, Chandrayaan-3, and Aditya L-1 (sun).
o In May 2021, the government approved the production-linked incentive (PLI) scheme for manufacturing
advanced chemistry cell (ACC) batteries at an estimated outlay of Rs. 18,100 crore (US$ 2.44 billion); this move
is expected to attract domestic and foreign investments worth Rs. 45,000 crore (US$ 6.07 billion).
o Minister for Finance & Corporate Affairs Ms. Nirmala Sitharaman announced in the Union Budget of 2022-23
that the Reserve Bank of India (RBI) would issue Digital Rupee using blockchain and other technologies.
o In the Union Budget of 2022-23, Railway got an investment of Rs. 2.38 trillion (US$ 31.88 billion) and over 400
new high-speed trains were announced. The concept of "One Station, One Product" was also introduced.
o To boost competitiveness, Budget 2022-23 has announced reforming the 16-year-old Special Economic Zone
(SEZ) act.
o In June 2021, the RBI (Reserve Bank of India) announced that the investment limit for FPI (foreign portfolio
investors) in the State Development Loans (SDLs) and government securities (G-secs) would persist unaffected at
2% and 6%, respectively, in FY22.
o In November 2020, the Government of India announced Rs. 2.65 trillion (US$ 36 billion) stimulus package to
generate job opportunities and provide liquidity support to various sectors such as tourism, aviation, construction,
and housing. Also, India's cabinet approved the production-linked incentives (PLI) scheme to provide ~Rs. 2
trillion (US$ 27 billion) over five years to create jobs and boost production in the country.
o Numerous foreign companies are setting up their facilities in India on account of various Government initiatives
like Make in India and Digital India. Prime Minister of India Mr. Narendra Modi launched the Make in India
initiative with an aim to boost the country's manufacturing sector and increase the purchasing power of the
average Indian consumer, which would further drive demand and spur development, thus benefiting investors.
The Government of India, under its Make in India initiative, is trying to boost the contribution made by the
manufacturing sector with an aim to take it to 25% of the GDP from the current 17%. Besides, the government
has also come up with the Digital India initiative, which focuses on three core components: the creation of digital
infrastructure, delivering services digitally, and increasing digital literacy.
o On January 29th, 2022, the National Asset Reconstruction Company Ltd (NARCL) will acquire bad loans worth
up to Rs. 50,000 crore (US$ 6.69 billion) about 15 accounts by March 31st, 2022. India Debt Resolution Co. Ltd
(IDRCL) will control the resolution process. This will clean up India's financial system and help fuel liquidity and
boost the Indian economy.
o National Bank for Financing Infrastructure and Development (NaBFID) is a bank that will provide non-recourse
infrastructure financing and is expected to support projects from the first quarter of FY23; it is expected to raise
Rs. 4 trillion (US$ 53.58 billion) in the next three years.
o By November 1st, 2021, India, and the United Kingdom hope to begin negotiations on a free trade agreement. The
proposed FTA between these two countries is likely to unlock business opportunities and generate jobs. Both
sides have renewed their commitment to boost trade in a manner that benefits all.
o In August 2021, Prime Minister Mr. Narendra Modi announced an initiative to start a national mission to reach
the US$ 400 billion merchandise export target by FY22.
o In August 2021, Prime Minister Mr. Narendra Modi launched a digital payment solution, e-RUPI, a contactless
and cashless instrument for digital payments.
o In April 2021, Dr. Ahmed Abdul Rahman AlBanna, Ambassador of the UAE to India and Founding Patron of
IFIICC, stated that trilateral trade between India, the UAE and Israel is expected to reach US$ 110 billion by
2030.
o India is expected to attract investment of around US$ 100 billion in developing the oil and gas infrastructure
during 2019-23.
o The Government of India is expected to increase public health spending to 2.5% of the GDP by 2025.

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ROAD AHEAD

In the second quarter of FY24, the growth momentum of the first quarter was sustained, and high-frequency indicators
(HFIs) performed well in July and August of 2023. 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 5th 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 2023-24, stood 37.4% higher than the same period last year. In the budget of
2023-24, capital expenditure took lead by steeply increasing the capital expenditure outlay by 37.4 % in BE 2023-24 to
Rs.10 lakh crore (US$ 120.12 billion) over Rs. 7.28 lakh crore (US$ 87.45 billion) in RE 2022-23. The ratio of revenue
expenditure to capital outlay increased by 1.2% in the current year, signalling a clear change in favour of higher-quality
spending. Stronger revenue generation because of improved tax compliance, increased profitability of the company, and
increasing economic activity also contributed to rising capital spending levels. Further, In the interim budget for FY24,
Government increased FY25 Capex outlay to record Rs.11.11 lakh crore (US$ 133.5 billion).

Since India’s resilient growth despite the global pandemic, India's exports climbed at the second-highest rate with a year-
over-year (YoY) growth of 8.39% in merchandise exports and a 29.82% growth in service exports till April 2023. With a
reduction in port congestion, supply networks are being restored. The CPI-C inflation reduction from June 2022 already
reflects the impact. In September 2023 (Provisional), CPI-C inflation was 5.02%, down from 7.01% in June 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.

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INTERIM BUDGET 2024-25

The Union Minister of Finance and Corporate Affairs Ms. Nirmala Sitharaman presented the Interim Budget 2023-24 in
Parliament on 1st February 2024. The full budget will be presented in July this year after the new government is formed
after the Lok Sabha Elections.

Key Highlights:

▪ Direct Benefit Transfer of US$ 409.8 Billion (Rs 34 lakh crore) has led to savings of US$ 32.5 Billion (Rs 2.7
lakh crore) for the government.
▪ Defence outlay is set to be increased by 11.1% to US$ 133.9 Billion (Rs 11 Lakh crore), which will be 3.4% of
GDP.
▪ The FY25 capex target has been set at US$ 133.8 (Rs 11.1 lakh crore), marking an 11.1% increase.
▪ The revised estimate of fiscal deficit for FY24 is 5.8% of GDP.
▪ Fiscal deficit for FY25 is expected at 5.1% of GDP.
▪ Minimum support prices for 'Annadata' (farmers) have been increased periodically.
▪ The PM Garib Kalyan Yojana, a welfare program for the economically disadvantaged, has assisted 25 crore
people in achieving freedom from multidimensional poverty over the last 10 years.
▪ PM Mudra Yojana has sanctioned 43 crore loans amounting to US$ 271.2 Billion (Rs. 22.5 lakh crore) to support
the entrepreneurial aspirations of the youth. Additionally, Fund of Funds, Startup India, and Startup Credit
Guarantee Schemes are also assisting the youth.
▪ No changes were announced in the tax slabs for individual taxpayers.
▪ The Skill India Mission has trained 1.4 crore youth, upskilled and reskilled 54 lakh youth, and established 3,000
new ITIs.
▪ A significant number of institutions of higher learning, including 7 IITs, 16 IIITs, 7 IIMs, 15 AIIMSs, and 390
universities, have been established.
▪ The 'Pradhanmantri Suryodaya Yojana' will empower one crore households with up to 300 units of free monthly
electricity through rooftop solarisation. Anticipated savings of US$ 180–217 (Rs. 15,000–18,000) result from free
solar power usage and surplus sales to distribution companies (discoms), fostering economic relief and sustainable
energy practices.
▪ The government plans to set up more medical colleges by utilizing the existing medical infrastructure under
various departments.
▪ 40,000 rail bogies will be converted to Vande Bharat standards.
▪ A corpus of US$ 12.1 Billion (Rs 1 lakh crore) will be established with a 50-year interest-free loan provided for
tech-savvy youth. It will be for long-term financing or re-financing with low or nil interest rates.
▪ Every year under PM Kisan Samman Yojana, direct financial assistance is provided to 11.8 crore farmers,
including marginal and small farmers. Additionally, crop insurance is given to 4 crore farmers under PM Fasal
Bima Yojana

INCLUSIVE DEVELOPMENT

Garib Kalyan, Desh ka Kalyan

o Direct Benefit Transfer through PM Jan Dhan Accounts: The direct benefit transfer of US$ 409.8 Billion (Rs. 34
lakh crore) using PM Jan Dhan accounts has resulted in substantial savings for the government. These savings
have been achieved through the prevention of leakages, enabling the allocation of more funds for the welfare of
the poor.
o 25 crore people moved out of multidimensional poverty.
o The PM SVANIDHI scheme has extended credit assistance to 78 lakh street vendors, with 2.3 lakh vendors
receiving credit for the third time.
o The PM JANMAN Yojana is reaching out to Particularly Vulnerable Tribal Groups.
o The PM Vishwakarma Yojana provides end-to-end support to artisans and craftspeople engaged in 18 trades.

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Empowering the Youth

o The National Education Policy 2020 is ushering transformational reforms.

o Skill India Mission has trained 1.4 crore youth, upskilled and reskilled 54 lakh youth, and established 3,000 new
ITIs.
o Many institutions of higher learning, namely 7 IITs, 16 IIITs, 7 IIMs, 15 AIIMSs, and 390 universities, have been
set up.
o PM Mudra Yojana has sanctioned 43 crore loans amounting to US$ 271.2 Billion (Rs. 22.5 lakh crore) for the
entrepreneurial aspirations of youth.
o Fund of Funds, Startup India, and Startup Credit Guarantee Schemes are assisting the youth.

Welfare of Farmers-Annadata

o Every year under PM Kisan Samman Yojana, direct financial assistance is provided to 11.8 crore farmers,
including marginal and small farmers.
o Crop insurance is given to 4 crore farmers under PM Fasal Bima Yojana.
o These initiatives are assisting farmers in producing food for the country and for the world.
o The Electronic National Agricultural Market has integrated 1,361 mandis and is providing services to 1.8 crore
farmers with a trading volume of US$ 36.2 Billion (Rs.3 Lakh Crore).

Nari Shakti

o 30 crore MUDRA Yojana loans have been given to woman entrepreneurs.

o Female enrolment in higher education has gone up by 28% in 10 years.
o In Science, Technology, Engineering and Mathematics (STEM) courses, girls and women constitute 43% of
enrolment, one of the highest in the world.
o 1 crore women assisted by 83 lakh Self Help Groups (SHGs) to become Lakhpati Didis.

Sectors Updates

Agriculture and food processing

o Pradhan Mantri Kisan Sampada Yojana has benefitted 38 lakh farmers and generated 10 lakh employment.
o Pradhan Mantri Formalisation of Micro Food Processing Enterprises Yojana has assisted 2.4 lakh SHGs and sixty
thousand individuals with credit linkages.
o For ensuring faster growth of the sector, the government will further promote private and public investment in
post-harvest activities including aggregation, modern storage, efficient supply chains, primary and secondary
processing, and marketing and branding.
o A strategy will be formulated to achieve ‘atmanirbharta’ for oil seeds such as mustard, groundnut, sesame,
soybean, and sunflower.
o Implementation of Pradhan Mantri Matsya Sampada Yojana (PMMSY) will be stepped up to:
 Enhance aquaculture productivity from existing 3 to 5 tons per hectare,
 Double exports to ` 1 lakh crore; and
 generate 55 lakh employment opportunities in near future.

Railways

o Implementation of three major economic railway corridor programs: Energy, mineral, and cement corridors; Port
connectivity corridors; and High traffic density corridors.
o Projects identified under PM Gati Shakti for multi-modal connectivity, aiming to enhance logistics efficiency and
reduce costs.
o Decongestion of high-traffic corridors to improve passenger train operations, ensuring safety and higher travel
speeds. Integration with dedicated freight corridors to accelerate GDP growth and cut down logistic costs.
o Conversion of 40,000 normal rail bogies to Vande Bharat standards for heightened safety, convenience, and
passenger comfort.

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Aviation Sector

o The number of airports has doubled, reaching a total of 149.

o 517 new routes catering to 1.3 crore passengers.
o Indian carriers placed orders for over 1000 new aircraft.

Green Energy

Measures proposed to achieve ‘net-zero’ by 2070:

o Provision of viability gap funding to harness offshore wind energy potential, initially targeting a capacity of one
gigawatt.
o Establishment of coal gasification and liquefaction capacity totalling 100 million tonnes by 2030.
o Implementation of a phased mandatory blending of compressed biogas (CBG) in compressed natural gas (CNG)
for transportation and piped natural gas (PNG) for domestic use.
o Offering financial assistance for the procurement of biomass aggregation machinery to facilitate collection,
supporting sustainable practices.

ESTIMATES

Revised Estimates 2023-24

o The Revised Estimate of the total receipts other than borrowings is US$ 332.2 billion (27.56 lakh crore), of which
the tax receipts are US$ 280.1 billion (23.24 lakh crore). The Revised Estimate of the total expenditure is US$
541.2 billion (44.90 lakh crore).
o The revenue receipts at US$ 361.9 billion (30.03 lakh crore) are expected to be higher than the Budget Estimate,
reflecting strong growth momentum and formalization in the economy.
o The Revised Estimate of the fiscal deficit is 5.8 % of GDP, improving on the Budget Estimate, notwithstanding
moderation in the nominal growth estimates.

Budget Estimates 2024-25

o In 2024-25, the total receipts other than borrowings and the total expenditure are estimated at US$ 371.2 billion
(Rs. 30.80 lakh crore) and US$ 574.4 billion (Rs. 47.66 lakh crore) respectively. The tax receipts are estimated at
US$ 313.6 billion (Rs. 26.02 lakh crore).
o The scheme of fifty-year interest free loan for capital expenditure to states will be continued this year with total
outlay of US$ 15.7 billion (Rs. 1.3 lakh crore).
o The projected fiscal deficit for the year 2024-25 is estimated to be 5.1 % of the GDP and below 4.5 % for fiscal
year 2025-26.
o The gross and net market borrowings through dated securities during 2024-25 are estimated at US$ 172.4 billion
(Rs. 14.13 lakh crore) and US$ 141.6 billion (Rs. 11.75 lakh crore) respectively.

TAXES

Tax Proposals

o No changes in tax rates for both direct and indirect taxes.

o Proposal to eliminate outstanding direct tax demands up to US$ 301.3 (Rs. 25,000) for the period up to the
financial year 2009-10 and up to US$ 120.5 (Rs. 10,000) for financial years 2010-11 to 2014-15.

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TIMBER INDUSTRY REPORT

Market Developments

Economic Trends

Global economic growth is a major indicator of demand for tropical wood products because of its impact on housing,
construction activity and consumer wealth and spending, all of which have flow-on effects on demand for wood-based
products. Gross domestic product (GDP) is an important measure of a country’s economic output.

In 2021, world production and trade in tropical wood products was more resilient than expected at the start of the COVID-
19 pandemic which had resulted in production stoppages and disruptions in global value chains in early 2020. Demand had
picked up in the second half of 2020 and in 2021, when China’s economy returned to growth and demand for tropical
secondary processed wood products picked up in the United States and other consumer markets. However, there were
notable differences between countries. After contracting by 3.5 percent in 2020, GDP growth in ITTO consumer countries
increased by 5.6 percent in 2021, while ITTO producers’ GDP growth averaged -5.6 percent in 2020 and 6.2 percent in
2021. The rebound in consumer countries was underpinned by government support measures and the release of pent-up
consumer demand. Along with growth in the world economy and sustained consumer spending, there was a recovery in
world merchandise trade – as measured by the average growth for imports and exports. In 2021, world merchandise trade,
which had slumped by 5.2 per cent in 2020, grew by 9.7 per cent – faster than before the pandemic1.

However, in 2022 the world economy, which had already been weakened by the pandemic, was impacted by several
shocks: higher-than-expected inflation worldwide – particularly in the United States and major European economies –
triggering tighter financial conditions and impacting consumption of woodbased products; a worse-than-anticipated
slowdown in China, the major tropical wood market, reflecting COVID-19 outbreaks and lockdowns, tightening of
regulatory controls to limit property speculation; and negative spillovers from the war in Ukraine2. Russia’s invasion of
Ukraine and the ongoing war caused severe commodity and energy price shocks and trade disruptions in 2022. GDP
growth dropped to 2.7 percent in ITTO consumer countries while ITTO producers totalled 5.2 percent.

IMF’s April 2023 global economic outlook3 forecasts global economic growth to slow to 2.8 percent in 2023, down 0.6
percent on the previous year with pronounced slowdowns in the advanced economies, from 2.7 percent in 2022 to 1.3
percent in 2023. Although there have been tentative signs of recovery in early 2023, IMF notes a high level of uncertainty
in the global economic short and medium-term outlook, and that risks to the global economy are to the downside. The
rapid rise in interest rates and anticipated slowing of economic activity to control inflation has contributed to increased
financial sector stability concerns. IMF’s pessimistic global outlook also reflects the risks of intensification of the war in
Ukraine which would lead to food and energy price spikes, pushing up inflation. Increasing geopolitical fragmentation also
risks lower crossborder flows of labour, goods and capital with impacts on foreign direct investment and increasing
barriers to trade. A weaker than expected recovery in China and ongoing weakness in the Chinese real estate market would
also dampen the outlook, particularly for commodity exporters. In the medium term, IMF does not expect the world
economy to return to pre-pandemic levels, reflecting the progress that several economies such as China and the Rep. of
Korea have made in increasing their living standards and the associated decline in the rate of change, slower global labour
force growth, and geoeconomic fragmentation, including developments stemming from Brexit, ongoing USChina trade
disputes, and Russia’s invasion of Ukraine.

Global headline inflation has been declining since mid-2022, in response to declining fuel and energy commodity prices,
particularly for the United States, EU and Latin America. IMF notes that the more restrictive monetary policies to dampen
demand and reduce inflation have started to show up in a slowdown in new home construction in many countries.
However, inflation rates remain relatively high at about double their pre-2021 levels.

IMF expects weaker trade growth overall than in the two prepandemic decades (2000-2019). Growth in the volume of
world trade is expected to decline from 5.1 percent in 2022 to 2.4 percent 2023, “echoing the slowdown in global demand
after two years of rapid catch-up growth from the pandemic recession and the shift in the composition of spending from
traded goods back towards domestic services. Rising trade barriers and the lagged effects of US dollar appreciation in
2022, which made traded products more costly for numerous economies given the dollar’s dominant role in invoicing, are
also expected to weigh on trade growth in 2023”.

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Oil and other energy prices have important impacts on the competitiveness of wood processing and products, determining
manufacturing costs, adhesives and gluing costs, and transport and logistical costs. High energy prices also place pressure
on conversion of natural forests to biofuels, including oil palm plantations, by improving the economic viability of biofuels
as a land use option.

Crude oil prices had plummeted in the second quarter of 2020 due to the sharp decline in economic activity causing an
oversupply in the market. Overall, oil prices had dropped by 32.7 percent year-on-year in 20202. Prices rose significantly
in early 2021 (by 65.9 percent) as economic activity picked up, and due to limitations on oil production in OPEC countries
in response to decreased demand during the pandemic. In 2022, prices continued to increase following Russia’s invasion of
Ukraine, reaching a peak in June 2022. Since mid-2022, rising interest rates and recession fears have weighed on prices
and demand growth has declined, and as European and US firms reduced Russian oil purchases, Russian oil was rerouted
to China and India at discounted prices.

Shipping and freight rates have been volatile over the last two years. At the beginning of 2020, global shipping capacity
had been reduced in response to pessimistic market forecasts. As economic activity and trade resumed in China, the freight
volume recovered rapidly, driving the main routes’ freight rates to continue to rise. In the follow-up, with the global
epidemic out of control and frequent problems such as port congestion, freight rates soared, and the trans-Pacific routes’
freight rates rose by more than 200 percent year-onyear4. The expanding export trade in China and escalating freight rates
resulted in a global container shortage causing delayed shipments of processed wood products in major import markets.
Container freight rates reached historic highs in 2021, the shortage of shipping capacity and continued disruptions caused
by COVID-19, combined with a rebound in trade volumes boosted container freight rates to record levels. By mid-2021,
rates had peaked at four times their pre-pandemic levels. In 2022, China’s zero-covid policy had triggered shutdowns and
disrupted manufacturing, logistics and supply-chains, with lockdowns in Shenzhen and Shanghai, two of its largest
manufacturing and commercial centres, requiring carriers to reroute to alternate ports. By early 2022, freight rates had
already started to decline on some routes, and from mid-year there was a significant downturn in freight rates, although still
high compared with pre-COVID levels. Global shipping has also faced unprecedented port congestion, with ports
struggling to cope with increased demand, often short of equipment, labour and storage facilities. A further challenge to
wood product exporters in 2021-2022 had been a decline in shipping connectivity, with the Africa and Latin
America/Caribbean regions losing more than 12 percent of shipping connections between 2020 Q3 and 2022 Q2.

Exchange rate movements have had significant effects on the relative competitiveness of tropical wood products exports
from ITTO supplying countries, depending on the currency in which the products are being traded. The US dollar is the
most widely used currency in global trade and its appreciation generally coincides with tighter global financial conditions
and weak commodity prices. Strengthening of the US dollar will impact the competitiveness of ITTO exporters whose
prices are denominated in US dollars, compared with exporters with Euro-denominated prices. In October 2022, the US
dollar was at its highest level since 2000, having appreciated 22 percent against the yen, 13 percent against the Euro and 6
percent against emerging market currencies since the start of the year. This reflects rapidly rising US interest rates and a
more favourable terms-of-trade for the US caused by the energy crisis. The exchange rate pressures were less severe in
most of the ITTO producer countries, with the commodity exporting producer countries experiencing a positive terms-of-
trade shock, and the major Latin America/Caribbean producers (Brazil, Peru and Mexico), had even appreciated during the
period. Since October 2022, the dollar has depreciated in real terms, by 6 percent on a trade-weighted basis, but remains
stronger than it has been since 2000. Most currencies in the ITTO African region depreciated against the US dollar in 2022,
increasing the value of dollar-denominated debt and interest payments, with the region highly dependent on imports
invoiced in dollars.

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In India, economic growth is expected to moderate in response to softening domestic demand which will offset strong
external services demand. GDP growth is expected to decline in the Association of Southeast Asian countries (ASEAN)
countries from 5.7 percent in 2022 to 4.6 percent in 2023, due to a slight moderation in domestic demand (Malaysia,
Thailand), monetary tightening (Philippines) commodity prices easing (Indonesia, Malaysia) and weaker external demand
from the United States and Europe. Viet Nam’s economy experienced a strong rebound in 2022 with GDP growth reaching
8.0 percent, driven by a rebound in domestic private consumption following COVID-19, and growth in export-oriented
manufacturing. However, the public sector’s contribution to growth was limited due to limited implementation of public
investment programmes. While employment recovered to pre-COVID-19 levels in 2022, weaker global demand led to
slowing orders and exports in the 4th quarter, and to renewed labour market pressures. Viet Nam’s GDP growth is
therefore expected to slow to 5.8 percent in 2023. The main driver of growth will be domestic demand, which may be
affected by higher estimated inflation (4.5 percent average) in 2023. Given an expected contraction in external demand, the
contribution of net exports will weaken the growth outlook.

Tropical Timber Market Overview

Tables 1.2 to 1.5 provide an overview of statistics comparing tropical to all timber production and trade for all ITTO
member countries and the world (ITTO and non-ITTO member countries) for 2021 and 2022.

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PRODUCTION, TRADE AND PRICES OF PRIMARY PRODUCTS

Industrial Roundwood

Production

Production of tropical industrial roundwood (“logs”) in ITTO member countries totalled 279.1 million m3 in 2021, slightly
less than the previous year, with Indonesia, India, Viet Nam, Brazil, and Thailand accounting for about 74 per cent of total
ITTO production (Figure 2.1). Although many producer member countries show consistent production during the period
2020 to 2022, this generally reflects the insufficiency of data provided by members20 and hence the estimates must be
considered tentative. Production in 2022 is estimated to moderate to 280.6 million m3.

India was ITTO’s second largest tropical log producer,

with production totalling 48.0 million m3 in 2021 and
2022. About 2 million m3 is produced from state-owned
forests where the harvesting is severely restricted, with
the remaining volume sourced from trees outside
forests21.

The regional breakdown of tropical log production

amongst ITTO producer members is given in Appendix 1
(Table 1-1-d). The Asia-Pacific producer region
produced about 76 percent of ITTO producer members’
tropical hardwood logs in 2021. Latin America’s share of
production was about 15 percent, with the African region
accounting for the remainder (about 9 percent). During
the period 2021 to 2022 production declined marginally
in the African region while Asia-Pacific and Latin
America/Caribbean production had increased. These
trends may, however, reflect the quality of information
provided, as only a few member countries provided
reliable estimates for this period.

Consumption

Figure 2.2 shows that tropical log consumption25 for 20202022 was closely linked to production trends in the top five
countries.

India’s consumption levels were up slightly in 2021 at

50.0 million m3 in 2021, declining in 2022 to 49.3
million m3. Most of the volume is consumed in the
domestic construction and plywood sectors.

The top five log consuming countries accounted for

over 75 percent of total ITTO consumption of tropical
logs in 2021. At a regional level, the Asia-Pacific
region (producers and consumers) consumed 79 per
cent of total ITTO tropical log production, followed by
Latin America/Caribbean (13 percent) and Africa (8
percent). Consumption in the Asia-Pacific region had
declined by 3 percent year-on-year in 2021, with
Malaysia and Indonesia accounting for most of the
decline. In the Latin America/Caribbean regions,
domestic consumption dropped by 2 percent
respectively over the same period, while Africa’s
consumption increased 5 percent. The proportion of log
production utilized domestically averaged about 98 percent in Asia-Pacific and 92 percent in Latin America/Caribbean in
2021, whilst African producers consumed an average of 88 percent of their total log production in 2021.

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Imports

Figure 2.3 shows the major trade flows for tropical logs in 2021. Tropical log imports by ITTO members have declined
year-on-year from a peak in 2014, when demand in China had accelerated, dropping to a low of 12.3 million m3 in 2020,
before moderating in 2021 at 12.2 million m3, and dropping to 10.6 million m3 in 2022, about 13 percent less than the
previous year and the lowest level in ITTO records.

The global tropical log trade continues to focus on the AsiaPacific region and three major markets – China, India, and Viet
Nam - together accounted for 89 per cent of tropical log imports in 2021. They have grown in importance and had only
accounted for 44 percent of ITTO tropical log imports in 2020. The major directions of the global tropical log trade in 2021
were from Papua New Guinea, the Solomon Islands (not an ITTO member) and Brazil to China, from Malaysia to India,
and from Brazil to Portugal. There was a significant trade from the African region to China and Viet Nam. Most of the
other significant Asian producers such as Indonesia, Thailand, the Philippines, Lao PDR, and Cambodia have some form of
log export ban in place.

Tropical log imports by all members in 2021 were 22 percent (or 2.659 million m3) greater than total tropical log exports
reported by all members. The differences between reported ITTO imports and exports in 2021 were made up by reported
log exports from non-ITTO countries, particularly the Solomon Islands (1.5 million m3), Equatorial Guinea (250 000 m3),
Sierra Leone (239 000 m3), Nigeria (134 000 m3), Lao PDR (71 000 m3) and Singapore (71 000 m3).

Figure 2.4 shows the top ITTO tropical log importers in 2020-2022 ranked by import volume in 2021. ITTO member
countries (producers and consumers) in the Asia-Pacific region accounted for the bulk (92 percent) of ITTO imports and 35
percent of ITTO exports of tropical hardwood logs in 2021.

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India’s tropical log imports have fluctuated over the last five years. Import volumes had plunged by 43 percent in 2020 in
response to a severe contraction in India’s economy which had impacted the construction sector, and significant shutdowns
in wood processing facilities in response to the pandemic. The decline in imports reflected demand levels and supply
restrictions to India’s plywood industry which is a significant end user of tropical logs. Imports rebounded in 2021 (by 40
percent) to 2.0 million m3 as the sector responded to pent-up demand and the lifting of business restrictions, and higher
spending on home improvement. However, demand had been dampened by the severe resurgence of the pandemic in mid-
2021 which had disrupted the construction and manufacturing sectors and significantly reduced consumer confidence. In
2022, the construction sector had been impacted by a significant rise in construction costs, property prices, and mortgage
rates, although residential housing demand had remained strong. The wood processing sector had also been impacted by
weak consumer sentiment in response to rising inflation, rising manufacturing costs and labour shortages28. The volatility
of the Indian currency, which reached historic lows against the US dollar, had also pushed up the cost of imports although
freight rates for shipping had declined in the second half of 2022. In 2022, tropical log imports dropped one-third by
volume to 1.4 million m3 compared with the previous year.

India’s imports from Malaysia, the major supplier, have

continued to trend downwards and they amounted to
533,802 m3 in 2021. Other important suppliers to India
in 2021 were Brazil, Ecuador, Ghana, Panama,
Suriname and the Solomon Islands (see Appendix 2
Table 2-1). India’s supply sources reflect a strong
preference for teak, although import demand for
durable hardwood substitutes such as merbau, balau,
kapur, kempas, meranti, and plantation teak, have
grown. Plantation teak is now available from several
tropical supplying countries in Africa and Latin
America/ Caribbean, including Brazil, Colombia, Costa
Rica, Ecuador, Ghana, Côte d’Ivoire, Nigeria, and
Tanzania. Imports of natural teak from Myanmar,
previously a major tropical log supplier, had plunged to
minimal levels following the imposition of a log export
ban in April 2014.

ITTO members (producers and consumers) accounted

for nearly all (98 percent) of global imports of tropical
logs in 2021.

Exports

Figure 2.5 shows the major ITTO tropical log exporters in 2020-2022, ranked by 2021 export volume.

Exports of tropical logs from ITTO producer countries

were 9.4 million m3 by volume in 2021 and accounted
for 79 percent of global exports.

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SAWN WOOD

Production

Production of tropical sawnwood in ITTO producer member countries accounted for 72 percent of world tropical
sawnwood production in 2021 and totalled about 51.2 million m3. Production remained at about the same level in 2022, at
51.5 million m3. Nearly 80 percent of production in 2021 in ITTO producer countries was in the Asia-Pacific region, while
Latin America/ Caribbean and Africa accounted for 11 percent and 10 percent respectively. There are several countries in
the Asia-Pacific region with relatively large production levels – notably India, Viet Nam, Thailand, Malaysia, Indonesia
and Myanmar (in descending order by volume), although the accuracy of data for the Asia-Pacific region continues to be
impaired by the lack of information provided by India which is the largest producer in the region. Tropical sawnwood
production in Latin America has fluctuated in recent years, with production totalling 5.5 million m3 in 2021, a marginal
increase on 2020. Brazil accounted for 54 percent of the region’s production in 2021, with Peru, Ecuador, and Costa Rica,
also being important producers.

Production in the African region had grown steadily year-onyear to 2019, reaching 5.6 million m3, before declining in
2020 and 2021, increasing in 2022 to 5.4 million m3. Cameroon, Gabon, Côte d’Ivoire, Mozambique, Ghana, and Rep. of
Congo (in descending order by volume) were the largest producers in the region. A continuing trend within the African
region has been the transfer of industry investment from predominantly European to Asian-owned firms, reflecting an
increase in China’s demand for hardwood sawnwood from non-traditional sources, Asia’s demand for a wider range of
species than demanded by European buyers, and the high costs associated with producing certified products required by
European markets.

Figure 2.6 shows the major ITTO producers of tropical

sawnwood in the 2020-2022 period, ranked by 2021
production.

The top four producers (India, China, Viet Nam, and

Thailand) are all located in the Asian region. Together
with Brazil, they produced nearly 78 percent of ITTO’s
tropical sawnwood production in 2021. Appendix 1
shows that five other ITTO producer and consumer
countries (Indonesia, Malaysia, Myanmar, Cameroon,
and Gabon) produced more than 1 million m3 of tropical
sawnwood in 2021. Côte d’Ivoire, Ghana, Mozambique,
Peru, and Ecuador produced more than 500 000 m3 over
the same period. In 2021, about 7 per cent of world
tropical sawnwood production was in non-ITTO
countries, of which Nigeria, Paraguay, Bolivia,
Bangladesh, Lao PDR and Uganda were the most significant.

China is the only significant tropical sawnwood producer among ITTO consumer countries, with production totalling 15.0
million m3 in 2021, with the sawmilling industry continuing to be dominated by small and medium-sized enterprises.
Production estimates from numerous, small-scale enterprises are therefore likely to be underestimated.

Consumption

Figure 2.7 shows the main ITTO consumers of tropical sawnwood in 2020-2022, ranked by 2021 consumption.

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Total ITTO tropical sawnwood consumption declined

yearon-year from 2019 to 2021, totalling 65.6 million
m3 in 2021, before increasing to 66.9 million m3 in
2022. Consumption in 2021 and 2022 had increased
slightly in India, the major consumer, with Viet Nam
following the same trend. China’s consumption had
dropped slightly in 2021, recovering in 2022. The five
countries in Figure 2.7 accounted for 84 percent of
ITTO members’ consumption of tropical sawnwood in
2021. India accounted for 37 percent of ITTO
consumption, followed by China (32 percent), Viet Nam
(9 percent), Indonesia (3 percent) and Brazil (3 percent).

Over half of China’s tropical sawnwood consumption is

of rubberwood imported from Thailand, with 45 percent
used in furniture manufacturing, 24 percent for wooden
doors and 26 percent for cabinets46. Other significant
tropical sawnwood consuming countries in 2021 were
Myanmar (1.4 million m3) and Malaysia (0.8 million
m3). Consumption in the EU-27 region declined between 2019 to 2021 before increasing to 0.886 million m3 in 2022. In
the African region, consumption totalled 2.1 million m3 in 2021, 27 percent less than 2020, and accounting for about 3
percent of ITTO total consumption. However, a large proportion of domestic consumption is provided by the informal
sector. Non-ITTO members, mostly in the African region, consumed 7 percent of the world total in 2021, with Nigeria
consuming 3 percent of the world total.

Imports

Figure 2.8 (page 17) shows the major trade flows for tropical sawnwood in 2021. The bulk of the global tropical sawnwood
trade (76 per cent of imports and 57 per cent of exports) lies within the Asia-Pacific region. China, India, and Viet Nam are
the major country importers, with EU-27 countries (particularly Belgium, Netherlands, France, Italy) and the United
Kingdom, the United States, Taiwan P.O.C., Thailand, and the Philippines also being important markets. Thailand is the
dominant exporter, followed by Cameroon, Malaysia, Gabon and Brazil. Total ITTO imports of tropical sawnwood have
remained at a similar level between 2020 and 2022, totalling 10.5 million m3 in 2022. Tropical sawnwood imports were
only a small proportion by volume (about 8 per cent) of total sawnwood imports (tropical and non-tropical) in 2021.

Figure 2.9 shows the major ITTO importers in 2020-2022, ranked by 2021 import volume.

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India’s imports of tropical sawnwood more than doubled between 2016 and 2019 as domestic demand for wooden
furniture, a significant end use of tropical sawnwood, had grown due to rising disposable incomes, an expanding middle
class and growth in the number of urban households. In 2020, imports were down 26 percent to 0.447 million m3 as
demand and manufacturing activity slowed in response to COVID-19 restrictions, although imports have climbed steadily
since, up 44 percent in 2021 and a further 31 percent in 2022, when imports reached 0.840 million m3. In 2022, India’s
main suppliers by volume were Indonesia (18 percent), Côte d’Ivoire (14 percent), Malaysia (10 percent), Togo (10
percent), Benin (8 percent), and Ecuador (8 percent).

Exports

Figure 2.10 shows the major ITTO tropical sawnwood exporters in 2020-2022, ranked by 2021 export volume.

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ITTO producers exported 10.2 million m3 of tropical

sawnwood in 2021, valued at USD4 086 million, up 1
percent by volume and 5 percent by value on the 2020
level. Exports are expected to decline 4 percent by
volume in 2022 to 9.8 million m3. ITTO members
accounted for most (93 percent) of the global exports of
tropical sawnwood in 2021.

VENEER

Production

Production of tropical veneer in ITTO producer countries increased year-on-year from 2017 to 2019, when production
amounted to 5.742 million m3. In 2020, production declined by 5 percent before surging in 2021 to 7.457 million m3 and
remaining at that level in 2022. Although production figures should not include veneer used in domestic plywood
production, this distinction is often ignored because most veneer production is destined for the plywood industry and the
volumes of decorative veneers produced and traded internationally are minimal. The Asia-Pacific producer region (not
including China) produced over 5.974 million m3 of tropical veneer in 2021, Africa produced 1.101 million m3 and Latin
America produced 0.382 million m3. Major ITTO veneer producers in 2020-2022 are shown in Figure 2.11.

The top five tropical veneer producing countries

comprised about 66 percent of ITTO veneer production
in 2021. ITTO consumer countries produced 679 000
m3 of tropical veneer in 2021, increasing marginally in
2022 to 684 000 m3 in 2022. The trend reflects
production levels in China, which accounted for the
bulk of ITTO consumer countries’ production (88
percent). Taiwan P.O.C. and Japan were the only other
ITTO consumer countries producing tropical veneer in
significant quantities. Veneer plants in the EU continue
to be impacted by a lack of availability of quality
veneer logs from tropical supplying countries, weak
construction growth and competition from artificial
veneers. Tropical wood veneers are now focused on
higher value niche markets such as marine and car
applications and high-end interior fittings, which
generate more value but absorb lower volumes.

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Consumption

Consumption of veneer in all ITTO member countries,

in furniture and other secondary processing industries
(but not destined for plywood), recovered strongly in
2021 from a low in 2020, increasing 35 percent year-on-
year to reach 8.363 million m3. Consumption is
expected to increase in 2022 to 8,671 million m3,
although consumption trends differ significantly
between countries. Figure 2.12 shows the major ITTO
consumers of tropical veneer from 2020-2022.

Imports

Many importing countries do not differentiate between the various types of veneer and plywood (e.g., softwood/ hardwood,
temperate/tropical) in trade statistics. For plywood, different species of veneers (softwoods and hardwoods) are
increasingly used in production. The lack of resolution in trade statistics is compounded by the fact that countries use a
wide variety of scales to measure trade in panel products. Some countries use volume (as is reported here), some use
surface area and still others use weight. These can be reported in metric or imperial units, depending on the country. Many
countries report only aggregate trade, combining tropical and non-tropical veneers and panels. Some also aggregate veneer
and plywood into a single category. The discrepancies in trade partner reports in Appendix 2 for veneer can also be
partially due to the use of different conversion factors in different countries. The adoption of a standard measurement
system for veneer and panel products is a priority if improvements in the accuracy of these statistics are to be achieved.

Figure 2.13 shows the major ITTO veneer importers for 2020-2022 ranked in order of 2021 import volume. Total ITTO
tropical veneer imports have increased year-on-year between 2017 and 2021, when imports reached 3.9 million m3, nearly
twice the volume traded in 2020.

India’s imports of tropical veneer totalled 395 000 m3 in

2021, up 63 percent on the previous year, but were
down by 10 percent in 2022 to 354 000 m3. With
restricted availability of high-quality teak veneer logs,
Indian veneer manufacturers have continued to invest in
veneer manufacturing facilities in Myanmar, Lao PDR,
Viet Nam, Indonesia, and Gabon. France was ITTO’s
third largest tropical veneer importer by volume, with
imports increasing modestly between 2018 and 2021,
reaching 84,670 m3. Nearly three-quarters of France’s
imports in 2021 were from Gabon. Italy and Taiwan
P.O.C. were the only other significant importers in
2021, absorbing 84,670 m3 and 63,347 m3 respectively,
although Taiwan P.O.C.’s supply sources were
predominantly in Asia-Pacific (Viet Nam and Malaysia)
and Brazil, while Italy’s suppliers were mostly from
Africa (Cameroon, Côte d’Ivoire, and Gabon).

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Exports

Figure 2.14 shows the top ITTO tropical veneer exporters in 2020-2022, ranked in order of 2021 export volume.

Total ITTO producer members’ exports have increased

yearon-year from a low in 2017 of 1.371 million m3,
reaching 3.635 million m3 in 2022, nearly twice the
level in 2020.

PLYWOOD

Production

The main ITTO plywood producers in 2020-2022 are shown in Figure 2.15. Production of tropical plywood in ITTO
member countries increased year-on-year between 2016 and 2021, and amounted to 49.2 million m3 in 2021, declining in
2022 to 48.4 million m3.

Tropical plywood production in ITTO producer countries

continues to be affected by substitution by softwood and
temperate hardwood plywood and other panel products,
rising production costs and a diminishing supply of
tropical peeler logs in many producer countries. Tropical
plywood is defined by the composition of the “face”
veneer only, with a growing trend towards tropical
plywood boards comprising only one tropical veneer face
rather than all-tropical veneers.

India’s tropical plywood production is based largely on

imported tropical logs and has also expanded
significantly over the last decade, growing year-on-year
between 2016 and 2019 and amounting to 10 million m3
in 2019. Production has moderated at 10.0 million m3
annually between 2019 and 2022. India’s tropical
plywood production typically uses species such as:
keruing (gurjan) from Myanmar for face veneer; balau,
merbau and keruing from Malaysia; teak from Myanmar
and other suppliers; and domestic plantation species for
core veneer. With log export restrictions implemented in most Southeast Asian supplying countries, Indian plywood
manufacturers continue to face difficulties in securing raw material along with reduced availability and rising costs of log
imports from other supplying countries, intensified by a weakening currency in 2022 and early 2023, and rising costs of
labour. In response to these issues, Indian manufacturers have increased log imports from other suppliers (particularly
PNG, the Solomon Islands and African suppliers) as well as importing gurjan veneer from Lao PDR and okoumé veneer
from Gabon, where a number of Indian companies have invested in veneer production facilities. In 2023, plywood
manufacturers have reported cuts in production in response to limited raw material supplies and increased input prices,
particularly resin, with plywood mills reporting competition for raw materials with new MDF and particleboard plants.

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Consumption

Figure 2.16 shows the top ITTO consumers of tropical plywood for 2020 to 2022.

Aggregate consumption of tropical plywood in ITTO

countries has remained relatively stable in recent years
although it continues to face intense competition from
other substitute products such as OSB and other
engineered wood products in structural applications, and
MDF, plastics and other composite materials in non-
structural applications. In 2021, world tropical plywood
consumption totalled 48.0 million m3 and is estimated
to remain at about the same level 2022. Aggregate
consumption of plywood in producing countries in 2021
was up 6 percent by volume from a low in 2020,
reaching 14.7 million m3, increasing in 2022 to 15.3
million m3.

India’s tropical plywood consumption has remained

relatively stable over the last five years and totalled 10.0
million m3 in 2021 and 2022. As a proportion of India’s
total panel consumption, plywood consumption is
relatively high (about 78 percent) although MDF and
particleboard are reportedly increasing their market share. The Indian plywood market is primarily driven by construction
activity and the home furnishing sector. Growth in consumer disposable income levels along with rising expenditure on
home décor has supported demand for wood-based panels, including plywood57, boosted by a government policy shift to
demand-side stimulus and more public investment. Although air pollution had slowed construction activity in late 2022,
weakening the demand for plywood, later improvements in air quality had allowed construction work to resume and had
lifted demand for plywood. In 2023, demand for plywood is expected to be boosted by the product’s acceptance for use in
tier 3 and rural markets as a cost-effective alternative to traditional wood shuttering.

The top five tropical plywood consuming countries accounted for 89 percent of total ITTO consumption in 2021.

Imports

Figure 2.17 shows the major trade flows for tropical plywood in 2021.

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Figure 2.18 shows the major ITTO plywood importers for 2020-2022, ranked by import volume in 2021.

Total ITTO imports of tropical plywood have fluctuated

in volume over the last five years, declining (by 6
percent) in 2020 to 6.5 million m3, rebounding (by 17
percent) in 2021 and declining in 2022 (by 12 percent) to
6.7 million m3.

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Exports

Figure 2.19 shows the major ITTO tropical plywood exporters in 2020-2022.

Tropical plywood exports from ITTO producer

countries increased year-on-year between 2019 and
2021, reaching 7.8 million m3 in 2021 but dropping by
17 percent in 2022 to 6.4 million m3.

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Source: The International Tropical Timber Organization

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OUR BUSINESS

The following information is qualified in its entirety by, and should be read together with, the more detailed financial and
other information included in this Draft Prospectus, including the information contained in the section titled “Risk
Factors”, beginning on page 21 of this Draft Prospectus.

This section should be read in conjunction with, and is qualified in its entirety by, the more detailed information about our
Company and its financial statements, including the notes thereto, in the section title “Risk Factors” and the chapters
titled “Restated Financial Statements” and “Management Discussion and Analysis of Financial Conditions and Results
of Operations” beginning on page 21, 193 and 88 respectively of this Draft Prospectus.

Unless the context otherwise requires, in relation to business operations, in this section of this Draft Prospectus, all
references to "we", "us", "our" and "our Company" are to “Sylvan Plyboard (India) Limited”. Unless stated otherwise, the
financial data in this section is as per our Restated Financial Statements prepared in accordance with Indian Accounting
Policies set forth in the Draft Prospectus.

OVERVIEW

Our Company was originally incorporated as “Singh Brothers Exim Private Limited” at Kolkata, West Bengal as a Private
Limited Company under the provisions of Companies Act, 1956 vide Certificate of Incorporation dated August 20, 2002
bearing Corporate Identification Number U51431WB2002PTC095027 issued by the Deputy Registrar of Companies, West
Bengal. On January 01, 2004, our Company acquired the business of M/s. Singh Brothers & Co. (Proprietorship Firm of
Jai Prakash Singh). Further, to reflect the brand name “SYLVAN” and business activity, the name of our Company was
changed to “Sylvan Plyboard (India) Private Limited”, pursuant to Special Resolution passed by the members in Extra-
Ordinary General Meeting held on January 18, 2013 and consequently Fresh Certificate of Incorporation dated March 05,
2013 was issued by Registrar of Companies, West Bengal. Subsequently, our Company was converted into Public Limited
Company pursuant to Special Resolution passed by the members in Extra-Ordinary General Meeting held on May 24, 2018
and the name of our Company was changed to “Sylvan Plyboard (India) Limited” vide a Fresh Certificate of Incorporation
dated June 19, 2018, issued by the Registrar of Companies, Kolkata. The Corporate Identification Number of our Company
is U51431WB2002PLC095027.

Incorporated in the year 2002, our Company is engaged into manufacturing of various wood products such as plywood,
block board, flush door, veneer and sawn timber across various grades and thickness. In the year 1951, Jai Prakash Singh
(Whole Time Director of our company and father of our promoter) through his proprietorship concern, M/s. Singh Brothers
& Co., started the business as a trading concern of indigenous timber logs and subsequent selling the same in Indian
market. Leveraging the knowledge of timber products and domestic market, in the year 2004, our Company acquired
ongoing business of M/s. Singh Brothers & Co. (Proprietorship Firm). Over the period, after establishing ourselves in
trading of timber products, we diversified our activities to manufacturing activities by setting up an integrated
manufacturing facility in Baidyabati, West Bengal located near Kolkata which is spreading over an area of approx. 11.61
acres (5,05,732 sq. ft.).

We are dedicated to constantly expanding and updating our product range in order to stay ahead in the market. Our range
of products under our manufacturing capabilities is summarized as under:

• Plywood, Block Boards & Flush Doors

• Veneer
• Sawn Timber

Our Company markets its products under the brand name of “Sylvan”, through its network of Authorized Dealers and
Authorized Sub Dealers. As on the date of this Draft Prospectus, our Company has 223 Authorized Dealers present across
13 states.

We have more than 12 numbers of plywood products in our basket, thickness ranging from 4 mm to 40 mm. Plywood
segment (including Block Board and Flush Door) contributes approx. 81.74% of our revenue from operations. Our
Company has large range of product offering to wide range of customers, “Sylvan Z+ Premium Plus” is the most premium
plywood product of our Company amongst other offerings in premium segment. We have “Robusta Premium” & “Primo
Plus” for middle segment and “Sylvan Blu” which is aimed at lower class segment with a view of addressing the growing
demand of cheaper plywood and their alternatives. We also offer Boiling Water Proof (BWP) and Boiling Water Resistant
(BWR) plywood. Our range of plywood products caters to various customers across various segments.

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Our manufacturing facility has been strategically located in proximity to Kolkata Port Trust leading to easier imports. The
facility has an integrated manufacturing process in which entire activity of the production process is carried out in-house
avoiding the dependency on third parties for the manufacturing activity. The manufacturing facility has sufficient number
of ponds for moisturising timber logs and to prevent from fire accidents, in-house resin/glue production unit, thermic fluid
heater unit, laboratory among other facilities which ensures cost minimization and in-house production of entire product
range.

Our strength has been the quality and the diverse range of products which we offer to our customers, since we procure
timber logs ourselves, we ensure that the quality of logs we procure which ultimately defines the quality of finished
products is maintained. Our Company has been upgrading the machineries in its facility on certain intervals with a view of
achieving better operational efficiency.

Our products comply with quality standards of Bureau of Indian Standards (BIS) i.e. IS 303:1989, IS 710:2010, IS
2202:1999, IS 1659:2004, IS 5509:2021 and IS 10701:2012. We have been awarded ISO 9001:2015 (Quality Management
System), ISO 14001:2015 (Environmental Management System) and ISO 45001:2018 (Occupational Health & Safety
Management System) for manufacture and supply of Venner, Plywood, Block Board and Flush Door. Our Company has
established independent Research & Development laboratories at our manufacturing facilities. The products manufactured
by Our Company are regularly tested batchwise for mechanical and chemical properties before the batch is approved.

We believe role of management is equally important as to that of our employees for growth of our business, and
accordingly we have placed an experienced management team to look after various facets of operations. Our Company is
promoted by Anand Kumar Singh who has an experience of more than 25 years in the timber and related industry. Further,
our management team comprises of individuals having adequate experience in their respective fields. The team has helped
us to professionally manage our business operations.

OUR OPERATIONAL PRESENCE

Registered Office: NH-2, Delhi Road, Champsara, Chinnamore, Baidyabati, Hooghly- 712222, West Bengal, India.

Corporate Office: Adventz Infinity@5, Block-BN5, Office No. 802, Sector-V, Salt Lake, Kolkata – 700091, West
Bengal, India

Manufacturing Facility: NH-2, Delhi Road, Champsara, Chinnamore, Baidyabati, Hooghly- 712222, West Bengal, India.

Branch/Sales/Marketing Offices: 5, Nimtalla Ghat Street, 2nd Floor, Kolkata - 700006, West Bengal, India

FINANCIAL HIGHLIGHTS
₹ in lakhs
Particulars December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Revenue from Operations(1) 16,079.18 19,807.26 17,182.35 10,889.27
(2)
Net Worth 9,456.77 8,811.78 8,283.26 7,977.95
EBITDA(3) 1,367.81 1,311.82 1,053.40 805.86
(4)
EBITDA Margin 8.51 6.62 6.13 7.40
Profit After Tax (PAT) 447.98 352.85 305.31 37.09
PAT Margin(5) 2.77 1.77 1.77 0.34
Total Borrowings (Fund based) 6,454.53 5,500.55 4,579.24 4,701.16
Note:
(1)
‘Revenue from Operations’ means the Revenue from Operations as appearing in the Restated Financial Statements.
(2)
‘Net Worth’ means the aggregate value of the paid-up share capital and reserves and surplus of the company.
(3)
‘EBITDA’ is calculated as Profit before tax + Depreciation + Interest Cost – Other income
(4)
‘EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations
(5)
‘PAT Margin’ is calculated as PAT for the period/year divided by revenue from operations.

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OUR PRODUCT PORTFOLIO

Plywood is a sheet made from thin layers of wood, which

are called the core. These thin layers of wood, typically
1.5mm to 2.5 mm thick, are glued and stacked in alternate
directions to form plywood. The front and back sides are
covered by a very thin layer (about 0.5mm) of wood veneer,
which is known as the face of the ply. The type of plywood
is determined by the wood core and the resin or chemical
used during manufacturing.

Plywood

Similar to normal plywood, Blockboard is a type of

plywood that is engineered in a special way. It is pressured
in such a way that the softwood strips are found between
two layers of the wood veneers in the core of the sheet.
This contributes to the dimensional stability of the board.
The presence of softwood strips ensures that the board is
able to hold nails and screws better than the other
engineered boards. Though it is lighter than plywood, it
does not split or splinter while cutting because of the
presence of softwood in its core.

Blockboard

The flush door is composed of wooden strips that are placed

edge-to-edge and sandwiched between veneers, then
bonded under high pressure and temperature using resin. So
in a simpler term, it is a door that is made of a timber frame
covered with ply from both sides and then the hollow part
inside is filled with rectangular blocks of softwood.

Flush Door

Veneers are thin sheets of wood peeled from blocks of

wood using a lathe or slicing machine. The wood veneer
sheets are manufactured from the inner layers of a block of
wood often exhibit interesting grains and can be used to
create beautiful wood veneer furniture or wall art. Multiple
layers of wood veneer sheets can also be glued together to
create plywood.

Veneer

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Sawn timber is timber that is cut from logs into different

shapes and sizes. Sawn timber is generally cut into varying
rectangular widths and lengths, but may also be wedge
shaped. Common sawn timber products include solid timber
beams and more rectangular timber sections.

Sawn Timber

Resin/Glue is an essential part of plywood manufacturing.

Together with the veneer material, glue determines the
strength, quality, and durability of the plywood panels. To
make plywood, manufacturers glue together thin layers of
wood and then cure the material under pressure and heat,
creating large, flexible panels. One of the most common
adhesives is a urea-formaldehyde resin because it’s
inexpensive and bonds strongly to wood.

Resin/Glue

Product-wise break up of our Revenues is as follows:

₹ in lakhs
Particulars December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Manufacturing
Plywood, Blockboard & Flush Door 13,142.89 16,746.23 13,514.99 8,470.94
Sawn Timber 1,574.25 1,262.12 1,090.99 362.26
Veneer 380.59 31.23 388.58 1,421.09
Resin 123.53 243.63 225.18 75.50
Others 171.79 83.15 148.64 60.28
Trading
Timber Logs 213.76 15.87 61.26 14.77
Sawn Timber 110.20 403.68 811.54 375.40
Veneer 354.95 891.81 843.78 98.61
Others 7.22 129.54 97.39 10.42
Total 16,079.18 19,807.06 17,182.35 10,889.27

Product-wise details of Revenue

400
300
200
100
0
December' 23 Fiscal 2022-23 Fiscal 2021-22 Fiscal 2020-21

Plywood/Blockboard/Flush Door Sawn Timber Veneer Resin Others

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Our Dealer Network

West Bengal
Bihar
Uttar Pradesh
Uttarakhand
Rajasthan
Haryana
Assam
Arunachal Pradesh
Jharkhand
Odisha
Karnataka
Telangana
Maharashtra
Andhra Pradesh
Tamil Nadu
Kerala
Andaman and Nicobar

MANUFACTURING FACILITY

Our Manufacturing Facility is situated at NH-2, Delhi Road, Champsara, Chinnamore, Baidyabati, Hooghly- 712222, West
Bengal, India.

Main Gate (Entrance from NH-2) Main Gate (Entrance to Factory)

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Plyboard Unit

Blockboard & Flush Door Unit

Veneer Unit

Sawn Timber Unit Resin Unit

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Thermic Fluid Heater Laboratory

MANUFACTURING PROCESS FLOW

Manufacturing Process of Plywood

Exquisite
Log Sorting Moisture
Log Storage Log Peeling Veneer
& Debarking Control
Selection

Trimming & Cold Crossband

Hot Pressing Gluing
Sizing Pressing Assembly

Dipping & Quality Packaging &

Calibration
Drying Check Distribution

 Log Storage

Timber Logs are stored in ponds/yards because only green logs yield better quality and quantity. Some species of
timber are gloating by nature, for which sprinkler are used to keep the submerged portion wet. Generally, logs are
stored in as much length as possible to avoid losses from splits etc. Before starting the manufacturing operation, each
log is inspected for texture and defects etc. to ensure best output.

 Log Sorting and Debarking

The logs are sorted based on size and quality. The logs are then debarked by our expert craftsmen, who meticulously
remove the outer layer of bark from the selected logs, preparing them for the subsequent stages of production.

 Peeling and Reeling

Our peeling machines delicately rotate the debarked logs against razor-sharp blades, unveiling continuous sheets of
exquisite veneers. This meticulous process guarantees consistency and precision in each sheet we produce.

 Optimal Moisture Control

The veneer sheets are subjected to a controlled drying process to achieve the ideal moisture content. Our advanced
techniques ensure uniform moisture reduction, guaranteeing superior quality and stability.

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 Exquisite Veneer Selection:

The dry veneer sheets are sorted and graded based on their quality, look and thickness. Knots, cracks, and other
imperfections are identified and marked. Each veneer is meticulously chosen for its exceptional quality and lends an
exquisite finish to our plywood.

 Crossband Assembly:

Utilizing the crossband method, we meticulously arrange the core veneer sheets perpendicular to the face veneers. This
technique achieves an optimal balance and strength, minimizing the risk of warping and enhancing the plywood's
overall stability.

 Gluing:

We apply our in-house Resin or glue to both sides of the core veneer sheets to ensure longevity and structural
integrity. This exceptional bonding agent, which is the phenol-formaldehyde resin, forms a resilient connection
between the face veneers and the core, creating a unified and robust plywood structure.

 Precision Cold Pressing:

Within our high-tech hydraulic press machine, the stacked layers of face veneer and core veneers are subjected to
carefully calibrated pressure that allows the glue to cure. Cold pressing under optimal pressure removes excess
adhesive and facilitates initial bonding.

 Impeccable Hot Pressing:

In our hydraulic hot press machines, the partially bonded plywood panels undergo a transformative process. Under
carefully controlled temperature and pressure conditions, the panels achieve remarkable structural integrity, forging an
unyielding bond that will withstand the test of time.

 Trimming & Sizing:

Once the hot pressing is complete, the plywood panels are trimmed to remove excess edges and achieve the desired
dimensions. The trimmed panels are then sanded to smooth the surface and remove any imperfections to achieve an
all-around flawless finish.

 Multi-step Calibration:

Our multi-step calibration technique ensures mirror-smooth surfaces and unparalleled precision. Our advanced
calibration machinery guarantees dimensional accuracy, uniform thickness, and structural integrity, offering a range of
premium plywoods from dual (2 times) calibrated plywood to hexadic (6 times) calibrated plywood resulting in
flawlessly tailored plywood, ready to bring your most ambitious projects to life.

 Dipping and Drying:

We prioritize durability through a series of specialized dipping and drying stages. Our plywood is immersed in
carefully formulated solutions, saturating them with preservatives, fire retardants, and water-resistant agents. This
meticulous treatment makes our ply resistant to decay, rot, pests, and fire, resulting in exceptional longevity standing
the test of time

 Uncompromising Quality Assurance:

Each plyboard undergoes rigorous 6-step quality control inspections. Our meticulous scrutiny guarantees that only
flawlessly crafted and defect-free plywood earns the Sylvan Ply stamp of approval.

 Elegant Packaging and Distribution:

The certified plyboards are meticulously packaged to safeguard them during transportation. Each plyboard undergoes
careful stamping and printing to display the necessary ISI markings, specifications, and warranty period. With utmost
care, we wrap them in protective materials, ensuring their exceptional quality remains intact upon arrival at their
destination.

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Manufacturing Process of Veneer

Soaking of Cutting the

Log Yard Debarking Peeling
Logs Logs

Quality
Packing Clipping Drying
Check

 Log Yard

As soon as the log arrives in the log yard, they are classified by species and kept under conditions of optimal humidity
by spraying water or by soaking in water ponds. This is done to prevent the tree log from degrading which usually
occurs as a result of drying.

 Debarking

The next step is debarking. Taking care not to damage the tree log the bark is peeled off with evenness.

 Soaking of Logs

The next step involves soaking the log to soften the fiber. It is necessary for uniform slicing.

 Cutting the logs

The key operation of how and where a tree log should be cut depends on the slicing method used to produce veneer.
For peeling, the tree log will be cut in half or quarters part. These logs are called peeler blocks or peeler billets.

 Peeling

In this step, the tree logs are sliced to veneer sheets. There are distinct methods to slice a veneer from hardwood logs.

 Drying

The veneer sheets remains in the natural order as they emerge such that all parts of the original log are kept together.
One by one the slices of veneer carefully enter the dryer, where they are dried evenly within a few minutes. Air
temperature of up to 320°F at high velocity is blasted on the surface. The veneer must be dried in such a way that it
has at least 6-8% of moisture content.

 Quality checks

As veneer slices leave the dryer, they are again reassembled to reconstruct the log which never separates. The
identification is subjected to several verifications. It involves examining and classifying the wood veneer. An expert
carefully inspects each log to make sure customers receive quality veneers having strict standards.

 Clipping

It is the initial step in the splicing process. They are cut with clipper to obtain sheets that are even in length. A similar
clipping or cutting process is performed to acquire sheets of a proper width. The quality of the veneer panel depends
on the precision and angle of the cut. Panels are then headed to the glue machine, which bonds the edges of the veneer
sheets.

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 Packing

The veneer sheets are finally measured, packed and labels are stuck with an indication of length, width, etc. Ready
flitches are put into pallets. Each pallet is packed into protective polyethylene and is tightened with a packing tape.
They are now ready to be transported.

Manufacturing Process of Sawn Timber

Seasoning, Kiln
Log Yard Grading of Logs Cutting of Logs
Dry and Storage

 Log Yard

Logs are unloaded at our log yard. Logs are physically segregated according to its species, status of certification and
sizes.

 Grading of Logs

Our Quality control team (QC) grades all logs, verify its species and check for defects on each log.

 Cutting of Logs

Selected log is debarked, and loaded into the head rig (Head Saw) to be split into workable sections. At each band saw,
defects on logs are carefully avoided to maximize recovery. Timber produced here is then delivered to our sorting
plant for grading, sorting and cross cutting.

 Seasoning, Kiln dry & Storage

Timber is then “stickered” to allow adequate air circulation within the bundle and placed under shelter for seasoning
before being loaded into kiln dry rooms. Seasoning and Kiln drying will take about 1-4 weeks depending on the size
and species of the timber to reach optimum working moisture content of 9-13%. Dried timber is then checked again by
our QC team to ensure its quality. Dried timber is then documented and labelled to ensure traceability of each bundle.
Labelled timber bundle is then moved to our sheltered storage area, awaiting further processing.

OUR COMPETITIVE STRENGTHS

• Brand Recognition

For success and growth in consumer facing industries, recognition of brand name in the mind of customers is vital.
Accordingly, we have continuously focussed on creating and improving on the brand image of “Sylvan”. Our products
are sold under the brand name of “Sylvan”. To capitalise on the established brand name, we continue to introduce
newer products under the same brand name. Our industry experience and strong presence in Eastern India have
positioned our brand with quality products. Our business operation in West Bengal have generated approx. 45.06%,
45.03%, 50.18% and 50.73% of our Revenue from Operations for the period ended December 31, 2023 and for the
financial year ended 2023, 2022 and 2021 respectively on marketing activity. Our Company follows various marketing
and branding activity such as hoarding, wall painting, banners, leaflets, shop display, newspaper, etc. We spend on
marketing activity on continuous basis, our Company have spent approx. 0.83%, 1.42%, 1.12% and 1.40% of our total
expenses for the period ended December 31, 2023 and for the financial year ended 2023, 2022 and 2021 respectively
on marketing activity.

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• Wide dealers’ network

For deeper market penetration, establishment of strong dealers’ network is an integral part of our business operations.
We have been working effortlessly on expanding our dealers’ network. At present, our Company has an extensive
network of 223 Authorised dealers present across 13 states across India with around 83 dealers in West Bengal, 45
dealers in Uttar Pradesh, 33 dealers in Odisha, 16 dealers in Andhra Pradesh and 12 dealers in Maharashtra. Our dealer
network is spread in other states like Bihar, Telangana, Jharkhand, Uttarakhand, Karnataka, Kerala, Rajasthan and
Tamil Nadu. Further, these dealers also have around 753 sub-dealers under them which look after the operation at
retail level. As we continue to introduce newer product in our product range, we need to maintain strong distribution
network enabling us to achieve market penetration of those products in shorter turnaround time.

• Large & Integrated manufacturing facility

Our Company has its manufacturing facility at Baidyabati, Kolkata which is spread over an area of approx. 11.61 acre
(5,05,732 sq. ft.) The entire land area is used for the facility which has vacant space for further expansion. Our
Company currently has 2,43,644 sq. ft. approx. under plywood manufacturing capacity which can be further expanded
within the same facility. Manufacturing unit is an integrated facility where each process in the manufacturing activity
is carried out by the Company in-house without any outsourcing. Our Company has in house resin plants and makes
the glue with its research formulations making the products superior at lower manufacturing cost. Our facility has
ample space for storage of timber log and machineries for sowing of logs which allows us to procure quality logs
without relying on third party timber log product suppliers. Further, the manufacturing unit has facilities such as pond,
timber unit, veneer unit, resin unit, boiler and all other machineries required for manufacturing of plywood. Further,
the scraps generated during the entire process of manufacturing are used in other processes, like boiler operations
which reduces our fuel cost.

• Locational Advantage

Our facility is strategically located at Baidyabati which is approx. 45 kms from Kolkata. As the Company imports
majority of its raw material, particularly timber logs from foreign nations, it is vital for us to keep a check on our
transportation and freight costs. Owing to our strategic location, Kolkata Port Trust is closest to our facility which aids
us to control the overall freight costs. Further, due to our presence in the eastern region, we have been able to build a
strong brand image within the region, particularly West Bengal. Our regional presence allows us to focus on our
established region while at the same time continue to expand geographically in different regions systematically. With
the presence of facility in outskirts of Kolkata and it being a labour-intensive industry, we are able to attract cheap
labourers from nearby villages ensuring us low attrition rate.

• Entry barrier

The Hon’ble Supreme Court had restricted the issue of new licenses for the manufacture of plywood & other wood-
based products. As per the Hon’ble Supreme Court’s order dated October 29, 2002, no State or Union Territory shall
permit any unlicensed saw-mills, veneer, plywood industry to operate and they are directed to close all such
unlicensed unit forthwith. No State Government or Union Territory will permit the opening of any saw-mills, veneer
or plywood industry without prior permission of the Central Empowered Committee. The Chief Secretary of each
State has to ensure strict compliance and shall be given no relaxation of rules with regard to the grant of license
without previous concurrence of or grant of licenses. Complexity in getting licence makes difficult the entry of new
players in the industry. Further, the industry is capital intensive with requirement of large land area and machineries
apart from employing large number of labourers in the facility which is both time consuming as well as expensive.

• Specialised product portfolio

With growing demography of population in different segments, demand for various types of plywood products is
increasing. Accordingly, our Company continue to introduce newer products in each segment to penetrate into each
segment. Our Company has large range of product offering to wide range of customers, “Sylvan Z+ Premium Plus” is
the most premium plywood product of our Company amongst other offerings in premium segment. We have “Robusta
Premium” & “Primo Plus” for middle segment and “Sylvan Blu” which is aimed at lower class segment with a view of
addressing the growing demand of cheaper plywood and their alternatives. Thickness of our products ranges from 4
mm to 40 mm with different grades with features like BWR and BWP. We continue to introduce varieties of products
in order to compete with bigger established players in terms of their product offerings. Further, most of our products
are fire redundant, borer and termite resistant. Given the range of product offerings, we strive to provide satisfactory
after-sales service and warranty for most of our products.

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• Experienced management team

Our directors i.e. Jai Prakash Singh and Anand Kumar Singh are experienced professionals in the timber and plywood
industry with prior experience of managing a timber trading proprietorship firm. Leveraging the experience, they
incorporated the Company for full-fledged manufacturing of plywood and timber products. Further, we have appointed
an experienced management team for each of its domain, where finance, secretarial, sales and marketing team is
headed by personnel with requisite technical knowledge and professional qualifications. Promoter demonstrates his
experience in timber trading by procuring quality timber logs himself along with his team which ultimately results in
good quality products meeting the BIS standards.

• Quality assurance and accreditations

Quality plays one of the most vital roles in the success of any organization. We are focused on providing high quality
products and services. We constantly strive to improve our industrial processes at every step in the production chain.
Our focus on quality is evidenced by the quality certifications and accreditations that our facility has obtained from
various local and international accreditation agencies. Our products undergo quality check at various levels of
production to ensure that any quality defects or product errors are rectified on real time basis. We also have an in-
house laboratory for conducting various tests for further improvements in our products. We aim to continue to supply
qualitative products at competitive prices.

Government of India vide notification dated March 15, 2024 has made compulsory use of Standard Mark under a
licence from the Bureau as per Scheme-1 of Schedule-II of the Bureau of Indian Standards (Conformity Assessment)
Regulations, 2018 under the provisions of Bureau of Indian Standards Act, 2016. We have quality assurance in charge
to keep tag on day-to-day testing carried out and ensure the standard parameters as prescribed by BIS. We have BIS
licence for our products i.e. IS 303:1989, IS 710:2010, IS 2202:1999, IS 1659:2004, IS 5509:2021 and IS 10701:2012.
We have been awarded ISO 9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management
System) and ISO 45001:2018 (Occupational Health & Safety Management System) for manufacture and supply of
Venner, Plywood, Block Board and Flush Door. Our Company has established independent Research & Development
laboratories at our manufacturing facilities. The products manufactured by Our Company are regularly tested
batchwise for mechanical and chemical properties before the batch is approved.

• Research and Development

Our Company has established independent Research & Development laboratories which is upgraded with all the latest
equipment and tools. All laboratory and R&D equipment are calibrated at regular intervals to maintain accuracy in the
test results obtained. All the products manufactured at our facilities are tested to ensure that they meet the required BIS
specifications. All the relevant tests such as Hammer test, Boiling Water Resistance test, Glue Shear Strength test,
Tensile Strength test, Fire Retardant test and Vacuum Impregnation test etc. are carried out strictly for each product as
per the relevant BIS.

OUR BUSINESS STRATEGY

• Increasing plywood production

We currently operate at around 84% of our overall plywood production capacity as on December 31, 2023. We have
manufactured 12.50 Lakhs sq. mtr. of plywood during the FY 2022-23. To increase sales in plywood segment, our
Company intends to increase installed capacity of plywood and focus more on plywood manufacturing activity. With
increased production, we will be able to reduce our overhead costs which will be spread over greater number of
products. With increased production activity, we will be in a position to meet the growing demand.

• Increasing focus on lower-middle class segment

With an established presence in premium segment with few quality products, we intend to increase our presence in
lower-middle class segment. Products in this segment are to be introduced acknowledging the fact of growing usage of
Medium Density Fibreboard (MDF) products and increasing penetration of bigger established players in the segment.
Low-cost plywood forms a good alternative to the MDF products with marginal price difference providing better
quality. Addressing this, our Company has “Sylvan Blu” in this segment and we continue to research and develop
more products in this segment strengthening our presence at the early stage of this shift.

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• Increasing dealership network

As we plan to increase our production and launch of newer products in various segments, we understand the need of
setting up a strong distribution network which will enable us to efficiently market the product to the right set of
customers at the right time. We believe to penetrate into newer market, establishment of strong network of dealers and
sub-dealers are vital in the industry. Such network will in turn help us to generate more sales with increased customer
base and market reach. We will continue our present focus of catering to Tier-1 cities while at the same time
increasing our presence in Tier-2 and Tier-3 cities from where demand for most of the lower-middle segment products
are received.

• Cost reduction initiative

We have always strived to reduce our cost of operations and accordingly we have set up an integrated manufacturing
facility without requirement of any outsourcing activity. Such in-house manufacturing activity aids to keep a check on
overall costs. Also, we have started self-inspection of timber logs at the supplier’s place by our team before those are
dispatched to us helping us to reduce poor quality timber logs consequently reducing wastage and scraps.

• Increasing marketing activity

Plywood industry in general has to regularly expend on advertisement and marketing related activity in order to have
brand building exercise. With plans of launching newer products, increasing production in a steady manner and
maintain the brand image we have created over the years, we need to aggressively put efforts on brand building
through media, events, seminars, wall painting, hoarding and direct marketing. Further, we have always believed
investing in our dealers are the most efficient way of brand building for our Company and as such we will continue to
introduce attractive offers, plans and incentives to our dealers which will help in building brand at ground level in the
mind of end customers.

• Automation of manufacturing facility

Our industry is largely labour intensive with lot of manual activity involved to smoothly operate the machineries.
However, as we scale up our business operations, we acknowledge the fact, relying on labour will limit the production.
Accordingly, we intend to automate our facility even more so as to minimise the labour involvement in the
manufacturing process. Although we plan to automate the facility, we plan to do it in a phase manner and go slow and
steady for the same, as has been our formula for growth. We plan to keep replacing older machineries with newer ones
having more capacity and advanced features in intervals leading to optimization in manufacturing process and
minimization of costs. This will avoid us to incur huge capital investment in any particular year which may lead to
financial crunch in future. Following the automation route in a phased manner will also avoid major issues w.r.t
retrenchment of employees in bulk numbers.

SWOT ANALYSIS

Strengths

o Experienced Management – Our Company has an experienced promoter in the timber and plywood industry
assisted by an experienced and professional management team which leads the operational decisions for the
Company.

o Product offering in multiple segment – Our Company manufactures products which caters to all the 3 segments,
premium, middle and lower. Such product offerings with range of thickness and grades enables us to cater to
wider market which not only adds value to us but to our dealers as well.

o Integrated manufacturing facility – With the ample land area, our Company has set up an integrated
manufacturing facility which has the capability of complete in-house manufacturing avoiding the reliance on any
third-party outsourcing. From timber logs procurement to packaging of the finished goods, all activities are
conducted in-house.

o Strong regional presence – Our Company is widely known in West Bengal and the Eastern India region. Our
presence for around a decade in plywood manufacturing has created an established brand image of “Sylvan” due
to quality of products we offer apart from satisfactory after sales services.

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Weaknesses

o Dependence on Suppliers – Our Company is reliant on suppliers to provide high quality timbers. Any disruptions
in the supply chain may negatively impact the production process and delay delivery times.

o High Operating Cost – Running plywood manufacturing business requires significant capital investment in
modern machineries and costs of raw materials and labour may be expensive. These high operating costs may
limit profit margins and make it difficult to remain competitive in the market.

o Market Saturation – The Plywood industry is highly competitive. This saturation may lead to increased price
pressure and limited growth opportunities. Our company is also competing with certain organised established
players in the industry which has better financial position, market share, product ranges, human and other
resources.

o Dependency on Dealers – Our Company relies upon its authorized dealers and our business is dependent on our
continuous relationship with them. We have not entered into any definitive agreements with our dealers, and
instead we majorly rely on past sales trend to govern the volume, pricing and other terms of sales of our products.

Opportunities

o Expansion of Product Lines – Our company has opportunities to introduce new products like MDF, Particle
Board, Laminates and allied products. Also, by investing in automation technologies, we can improve efficiency,
reduce labour costs and produce more high-quality products.

o Large untapped market – Our Company till date have focused its presence majorly in Eastern belt of India.
Recently, our Company has started expanding its operations in certain regions of Western, Northern and Southern
India. Accordingly, our Company is yet to tap many regions, area of India which will help us generate more sales
and market reach.

o Rising commercial and residential activity – With government focus on affordable housing and growth of
economy on an overall basis, we are witnessing increasing commercial and residential construction activity. Since
the demand of plywood is grossly related with construction activity in the country, such positive economic
scenario will lead to boost in overall plywood industry.

o Partnership with Construction Firms – Our company is planning to build partnerships with large construction
firms and can secure long term contracts and steady revenue streams.

Threats

o Competition from established players – There are few established players in the organised sector which are larger
in size and experience in plywood industry. Their market reach, dealers’ network and financial resources are
stronger than our Company which may pose as a potential threat to our business.

o Increasing focus on MDF products – Recently many large companies have forayed into manufacturing of MDF
given the fact of growing demand of low-cost product. MDF is considered to be the cheapest alternative to low-
cost plywood. Setting up MDF facility requires huge capital investment which larger competitors can afford
pushing us behind the competition if cannibalization of MDF with low-cost plywood happens.

o Rising Raw Material Costs – Our company heavily relies on steady supply of high-quality wood to produce our
products. Any fluctuation in the availability or cost of raw materials can significantly affect our profitability.
Plywood industry can be impacted by price volatility in the commodity market and changes in the prices of
energy, transportation and other commodities can impact the industry’s profitability.

o Fluctuate in Demand – Demand for Plywood products can be influenced by a variety of factors including
economic conditions, changes in building regulations and shifts in design trends. We must navigate these
fluctuations in demand to maintain a stable revenue stream.

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OUR CUSTOMERS

The company supply its products majorly to West Bengal, Odisha, Uttar Pradesh, Maharashtra and Andhra Pradesh. The
following is the breakup of the top five and top ten customers/suppliers of our Company for the period ended December
31, 2023 and for the financial year ended on March 31, 2023, March 31, 2022 and March 31, 2021:
₹ in lakhs
December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Particulars
Amount In % Amount In % Amount In % Amount In %
Top 5 Customers 1,898.48 11.81% 2,702.49 13.64% 1,931.95 11.24% 1,572.28 14.44%
Top 10 Customers 3,156.78 19.63% 4,230.65 21.36% 3,295.60 19.18% 2,562.36 23.53%

Top 5 Suppliers 5900.15 55.67% 5409.93 38.26% 4967.54 44.69% 3523.26 55.29%
Top 10 Suppliers 7050.67 66.52% 7210.78 50.99% 6149.37 55.32% 4127.60 64.78%

RAW MATERIAL AND SUPPLIERS

The principal raw material used in the manufacture of our products comprises mainly Timber Logs. Our company also
procures Sawn Timber, Core Veneer, Wooden Plate etc. which is used for manufacturing of our products. We import
majority of our raw material from foreign nations. The major raw material required for manufacturing our products are
stored within the factory premises itself.

We enjoy a very good relationship with many of our raw material suppliers, which enables a timely manufacturing and
delivery of components. We keep an array of suppliers with us, to ensure that there is no delay in manufacturing and
delivery of the component to the customer due to the delay or failure to supply a critical raw material by any supplier.
Presently, we have not entered into any long-term supply agreements for sourcing any of our raw materials, and we source
our raw materials by entering into short-term supply agreements / purchase orders with our suppliers.

QUALITY POLICY AND CONTROL MEASURES

Quality Policy: Our commitment to achieve and sustain reputation as one of the market leader for quality in domestic. We
believe in offering competitive prices for our entire product range by introducing latest technology, deploying trained
personnel along with adequate resources and striving towards continual improvement. We are also committed to fulfil the
needs and expectation of our customers. We achieve this through active participation of our employees at all levels, in
whom we kinder a spirit of pride and confidence.

Quality Control: We focus significantly on the quality of the raw materials and finished products at our manufacturing
facilities to ensure the desired quality is attained. We have quality assurance in charge to keep tag on day-to-day testing
carried out and ensure the standard parameters as prescribed by BIS. We have a BIS licence for our products i.e. IS
303:1989, IS 710:2010, IS 2202:1999, IS 1659:2004, IS 5509:2021 and IS 10701:2012. We have been awarded ISO
9001:2015 (Quality Management System), ISO 14001:2015 (Environmental Management System) and ISO 45001:2018
(Occupational Health & Safety Management System) for manufacture and supply of Venner, Plywood, Block Board and
Flush Door. Our Company has established independent Research & Development laboratories at our manufacturing
facilities. The products manufactured by Our Company are regularly tested batchwise for mechanical and chemical
properties before the batch is approved.

SALES & MARKETING

Our company is having an Experienced & Customer Centric Business Development Team right from the Top Management
till the on-field executive, whose main aim is to bring the business for the organisation in a right full way. The Company
markets its products to currently different location across different states of India. Our Company largely sells our products
through the 223 distributors to the end consumer located across 13 states.

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Details of state-wise sales are as follows:

₹ in lakhs
State December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
West Bengal 7,245.43 8,918.17 8,622.10 5,524.39
Odisha 2,333.17 3,109.68 2,963.42 1,519.78
Uttar Pradesh 2,025.77 1,858.22 1,159.30 776.58
Maharashtra 1,119.11 1,768.13 777.06 216.74
Andhra Pradesh 1,114.89 1,625.13 1,204.67 823.66
Telangana 674.57 837.18 681.06 536.31
Bihar 516.95 516.52 488.03 395.56
Jharkhand 377.55 430.31 499.12 364.57
Uttarakhand 273.95 104.19 - -
Karnataka 273.33 295.63 339.90 414.82
Kerala 61.80 84.93 69.15 50.79
Haryana 23.76 132.68 238.67 188.06
Rajasthan 18.58 48.21 17.11 -
Tamil Nadu 13.23 55.85 93.43 27.71
Delhi 4.03 - 4.57 -
Assam 3.07 21.97 - -
Andaman & Nicobar - 0.47 -
Madhya Pradesh - - 10.41 32.45
Goa - - 14.35 10.61
Punjab - - - 7.26
Total 16,079.18 19,807.06 17,182.35 10,889.27

The efficiency of the sales and marketing network is critical to success of our Company. Our success lies in the strength of
our relationship with the clients who have been associated with our Company. Our team through their experience and good
rapport with these clients owing to timely and quality delivery of products plays an instrumental role in creating and
expanding a work platform for our Company. To get repeat orders from our customers, our team having adequate
experience and competence, regularly interact with them and focus on gaining an insight into the additional needs of
customers.

COMPETITION:

Our Company is into plywood manufacturing business which is dominated by unorganised players in India. Further, we are
also competing with certain organised established players in the industry which has better financial position, market share,
product ranges, human and other resources. Branding and marketing is a key in the industry where larger players are in a
better position to market their products.

We have continued competing vigorously to capture more market share and manage our growth in an optimal way. In
effect to that, we have been launching newer products across different grades and quality in the market to cater and
penetrate into newer geographical region.

In the Industry, our competitors have certain products such as Laminates, MDF and certain other allied products in which
as on date we do not have presence.

HUMAN RESOURCES

Human resource is an asset to any industry. We believe that our employees are the key to the success of our business and
hence we have a structured organization plan to take care of the growth and motivation aspects of our team. Our manpower
is a prudent mix of experienced and young personnel which gives us the dual advantage of stability and growth. Our work
processes and skilled resources together with our strong management team have enabled us to successfully implement our
growth plans.

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The total strength of manpower as on date of this draft prospectus is 817 employees including our Directors. Category wise
details are as under:

Department No of Employees
Whole time/Executive Directors 02
Company Secretary 01
Accounts 14
Human Resource 05
Production 45
Procurement 03
Casual Labours 47
Daily Wages Labours 240
Contract Labour 460
Total 817
Casual Labourers, Daily Wages Labourers and Contract Labourers are engaged on a need basis.

INSURANCE POLICIES

Policy No Type of Policy Policy Nature of Coverage Policy Total

Period Issuing Sum
Office Assured
(₹ in
lakhs)
510100112301 Standard Fire 04-06-2023 Risk Location: NH-2, Delhi Road, Champsara, The New ₹ 5,100.00
00000001 & Special to Chinnamore, Baidyabati, Hooghly – 712222, India lakhs
Perils Policy 03-06-2024 West Bengal Assurance
Co Ltd
Stocks and Stock in Process: ₹ 5,100.00 lakhs

510100112301 Standard Fire 21-10-2023 Risk Location: NH-2, Delhi Road, Champsara, The New ₹ 9,910.00
00000002 & Special to Chinnamore, Baidyabati, Hooghly – 712222, India lakhs
Perils Policy 20-10-2024 West Bengal Assurance
Co Ltd
Building – Super Structure: ₹ 1,300 lakhs
Plant, Machinery & Accessories: ₹ 1,610.00 lakhs
Stocks and Stock in Process: ₹ 7,000 lakhs

51010011238 New India 15-02-2024 Risk Location: 4th Floor in ‘Central Plaza’, 41, The New ₹ 250.00
000000446 Bharat to Bipin Behari Ganguly Street, Kolkata – 700012, India lakhs
Sookshma 14-02-2025 West Bengal Assurance
Udyam Co Ltd
Suraksha Building incl. Plinth & Structures: ₹ 235.00 lakhs
Policy Furniture, Fixtures & Equipment: ₹ 15.00 lakhs

2002/304646284/ Marine Export 31-08-2023 Cover Group: Indigenous Sales, Indigenous ICICI ₹ 10,000
00/000 Import to SRCC, Interdepot Movements, Indigenous Lombard lakhs
Insurance Open 30-08-2024 Purchase General
Policy Transit Leg: Anywhere in India to Anywhere in Insurance
India Company
Description of Cargo: All Kinds of Plywood, Limited
Block Board, Flush Door, Wooden Wall Panel,
PVC Foam Board, Veneer, Timber and Other
Similar Products

6201479277 00 Standalone 19-05-2023 Hyundai Venue (Reg. No. WB-02AS-5613)) TATA AIG ₹ 6.76
00 Own Damage to Loss or Damage to the Insured Vehicle, Liability General lakhs
Private Car 18-05-2024 to Third Parties, Towing Disabled Vehicles and Insurance
Policy Personal Accident Cover (Owner-Driver) Company
Limited
OG-24-2495- Private Car 15-05-2023 Maruti Celerio Bajaj ₹ 1.82
1801-00001042 Package Policy to (Reg. No. WB-02AG-9323)) Allianz lakhs
14-05-2024 Loss or Damage to the Insured Vehicle, Liability General
to Third Parties, Towing Disabled Vehicles and Insurance

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Policy No Type of Policy Policy Nature of Coverage Policy Total

Period Issuing Sum
Office Assured
(₹ in
lakhs)
Personal Accident Cover (Owner-Driver) Company
Limited
12-1806- Liability Policy 04-06-2023 Bajaj Pulsar Bajaj Nil
0003202481-00 only for Two- to (Reg. No. WB-16AH-5257)) Allianz
Wheeler 03-06-2024 Loss or Damage to the Insured Vehicle, Liability General
to Third Parties and Personal Accident Cover Insurance
(Owner-Driver) Company
Limited

PLANT AND MACHINERY DETAILS

Owned Plant & Machinery:

Name of Plant & Machinery* Quantity

Calibrator 02
Chemical Dipping 02
Core Composer 04
Core Dryer 04
Core Hot Press 01
DD Saw 02
Steel Wool 02
WBS Sanding 04
Seasoning Chamber 06
Hot Press 06
Peeling Machine 04
Sawing Machine 02
Auto Loader & Unloader 05
De-barker Machine 02
Dust Collector 09
Glue Mixture 03
Glue Spreader 11
Ply Printing Machine 05
Pneumatic Roller Stamping Machine 02
Pre-Press 05
Resin Kettle 03
Thermic Fluid Heater 02
Thermic Fluid Heater Chimney 01
DG Set 02
* Certified by Shyama Pada Nadi, Chartered Engineer vide Certificate dated March 22, 2024

Leased/Rented Plant & Machinery: Nil

INFRASTRUCTURE FACILITIES AND UTILITIES

Power
Registered Office and Factory: Our Company’s manufacturing unit has been sanctioned the necessary power by West
Bengal State Electricity Distribution Company Limited (WBSEDCL). Our present power requirement is within 850 KVA
which is sourced from WBSEDCL. We also have standby generating sets of 820 KVA for use during the emergency or
shut down period.

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Corporate Office: Our Corporate Office have adequate power supply from CESC Limited for the purpose of lighting, air-
conditioning, system etc.

Water
Registered Office and Factory: At our plant, we have a dry process of manufacturing and the requirement of water is
substantially lesser. The manufacturing facility has sufficient number of ponds required for moisturising of timber logs and
to prevent from fire accidents. The water requirement for ponds is fulfilled by rain water. For human consumption, we
meet the requirement from our own Borewells.

Corporate Office: Our Corporate Office have adequate water supply arrangements for human consumption purpose. The
requirements are fully met at the existing premises.

PRODUCTION CAPACITY AND CAPACITY UTILIZATION

Plywood/Block Board/Flush Door:

Particulars December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Installed Capacity (SQMA) 11,67,500 16,00,000 13,00,000 11,50,000
Actual Production (SQMA) 9,82,489 12,50,032 10,22,961 7,66,915
Utilization (%) 84.15% 78.13% 78.69% 66.69%
SQMA: Square Meter per Annum

Plywood/Block Board/Flush Door (Refacing/Mat facing):

Particulars December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Installed Capacity (PCSA) 8,28,000 5,94,000 5,28,000 5,28,000
Actual Production (PCSA) 4,38,175 5,72,189 4,37,051 1,44,628
Utilization (%) 52.92% 96.33% 82.77% 27.39%
PCSA: Pieces per Annum

Veneer:

Particulars December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Installed Capacity (SQMA) 34,50,000 46,00,000 49,00,000 2,33,00,000
Actual Production (SQMA) 22,29,185 20,17,928 26,07,999 50,78,033
Utilization (%) 64.61% 43.87% 53.22% 21.79%
SQMA: Square Meter per Annum

Sawn Timber:

Particulars December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Installed Capacity (CFTA) 2,40,000 3,15,000 5,50,000 5,50,000
Actual Production (CFTA) 2,00,073 2,59,891 2,71,615 1,24,407
Utilization (%) 83.36% 82.51% 49.38% 22.62%
CFTA: Cubic Feet per Annum

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Resin/Glue:

Particulars December 31, 2023 March 31, 2023 March 31, 2022 March 31, 2021
Installed Capacity (KGA) 27,00,000 36,00,000 36,00,000 27,00,000
Actual Production (KGA) 20,17,331 27,65,457 21,42,886 13,62,814
Utilization (%) 74.72 76.82 59.52 50.47
KGA: Kilogram per Annum

PROPERTY DETAILS

Property Owned by our Company:

Details of the Deed/ Agreement Particulars of the property, description and area Area Usage

Deed of Conveyance/Sale executed NH-2, Delhi Road, Champsara, Chinnamore, 1,161 Satak Registered
with different Sellers/Venders vide Baidyabati, Hooghly – 712222, West Bengal (11.61 Acre = Office and
32 Deeds for the period from 2007 5,05,732 sq.ft.) Manufacturing
to 2018 Unit
Deed of Conveyance dated June Office Space No. D2, 4th Floor in ‘Central Plaza’ at 2,626 sq.ft. Rented out
05, 2009 41, Bipin Behari Ganguly Street, Kolkata – 700012,
West Bengal

Property taken on Rent/Lease by our Company

Details of the Deed/ Particulars of the property, description Area Tenure of Usage
Agreement and area Lease
Leave and License Office Premises at Adventz Infinity@5, 2,600 sq.ft. 11 months Corporate
Agreement dated March Block-BN5, Office No. 802, Sector-V, Salt commencing Office
01, 2024 executed with Lake, Kolkata – 700091, West Bengal from March 01,
M/s. Shree Krisha Timber 2024
Co. Private Limited
Leave and License Office Premises at 2nd Floor, 5, Nimtalla 700 sq.ft. 11 months Branch Office
Agreement dated January Ghat Street, Kolkata - 700006, West Bengal commencing
01, 2024 executed with from January 01,
Mr. Jai Prakash Singh 2024
Rent Agreement dated 179/E/D, N.T.Road, Dirghanga, Baidyabati, 7 Bigha 11 months Storage of
December 01, 2023 Serampore, Hooghly – 712222, West commencing Timber Logs
executed with M/s. Shree Bengal from December
Krisha Timber Co. Private 01, 2023
Limited

Property given on Rent/Lease by our Company:

Details of the Deed/ Particulars of the property, description Area Tenure of Usage
Agreement and area Lease
Leave and License Office Space No. D2, 4th Floor in ‘Central 1,740 sq.ft. 11 months Office
Agreement dated July 18, Plaza’ at 41, Bipin Behari Ganguly Street, commencing
2023 executed with Mr. Kolkata – 700012, West Bengal from July 18,
Maharshi Ghosh 2023 and will
get auto-
renewed for 2
consecutive
terms of 11
months

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Details of the Deed/ Particulars of the property, description Area Tenure of Usage
Agreement and area Lease
Leave and License Office Space No. D2, 4th Floor in ‘Central 870 sq.ft. 11 months Office
Agreement dated January Plaza’ at 41, Bipin Behari Ganguly Street, commencing
13, 2023 executed with Kolkata – 700012, West Bengal from January 13,
Mr. Saanvi Overseas 2023 and will
get auto-
renewed for 2
consecutive
terms of 11
months

INTELLECTUAL PROPERTIES

Registered Trademarks:

Registration No/ Class of Trademark Date of Issue/

Trademark Valid Upto
Application No Registration Type Application

February 24, February 24,

FORTIS 1789098 19 Word
2009 2029

February 24, February 24,

1789099 19 Device
2009 2029

March 19, March 19,

AEX 1797354 19 Word
2009 2029

February 15, February 15,

SALVYN 1921923* 19 Word
2010 2030

June 24, June 24,

1984330 42 Device
2010 2030

June 24, June 24,

SYLVAN 1984332 35 Word
2010 2030

June 24, June 24,

1984333 37 Device
2010 2030

December 10, December 10,

2066478 19 Device
2010 2030

December 10, December 10,

2066479 35 Device
2010 2030

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Registration No/ Class of Trademark Date of Issue/

Trademark Valid Upto
Application No Registration Type Application

December 21, December 21,

2071848 19 Device
2010 2030

July 03, July 03,

2357752 19 Device
2012 2032

July 03, July 03,

2357753 35 Device
2012 2032

July 23, July 23,

2568692 19 Device
2013 2033

July 23, July 23,

2568693 35 Device
2013 2033

December 18, December 18,

2645001 19 Device
2013 2033

December 18, December 18,

2645002 35 Device
2013 2033

2715949 19 Device April 10, 2014 April 10, 2024

2715950 35 Device April 10, 2014 April 10, 2014

SYLVAN 4912713 17 Word April 19, 2021 April 19, 2031

4912714 19 Device April 19, 2021 April 19, 2031

May 17, May 17,

PRIMOPLUS 5451487 19 Word
2022 2032

May 17, May 17,

5451493 19 Device
2022 2032

* Registered in the name of Singh Brothers Exim Private Limited

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COLLABORATION/TIE-UPS/JOINT VENTURE DETAILS

As on date of this Draft Prospectus, our Company has not entered into any technical or other Collaboration / Tie Ups / Joint
Ventures.

EXPORT AND EXPORT OBLIGATIONS:

As on date of this Draft Prospectus, our Company does not have any export obligations.

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KEY INDUSTRY REGULATIONS AND POLICIES

The following description is a summary of the relevant regulations and policies as prescribed by the Government of India
and other regulatory bodies that are applicable to our business. The information detailed in this chapter has been obtained
from various legislations, including rules and regulations promulgated by the regulatory bodies that are available in the
public domain. The regulations and policies set out below may not be exhaustive and are only intended to provide general
information to the investors and are neither designed nor intended to be a substitute for professional legal advice. The
Company may be required to obtain licenses and approvals depending upon the prevailing laws and regulations as
applicable.

The business of our Company requires, at various stages, the sanction of the concerned authorities under the relevant
Central, State legislation and local bye-laws. The following is an overview of the important laws, regulations and policies
which are relevant to our business in India. Certain information detailed in this chapter has been obtained from
publications available in the public domain. The description of law, regulations and policies set out below are not
exhaustive, and are only intended to provide general information to bidders and is neither designed nor intended to be a
substitute for professional legal advice.

In addition to what has been specified in this draft prospectus, taxation statutes such as the Income Tax Act, 1961 and
Central Goods and Services Tax Act, 2017, various labour laws and other miscellaneous laws 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. For details of government approvals obtained by us, see the chapter titled
“Government and Other Approvals” beginning on page no 247 of this draft prospectus.

Depending upon the nature of the activities undertaken by our Company the following are the various regulations
applicable to our company

APPROVALS

For the purpose of the business undertaken by our Company, our Company 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 Approvals”
beginning on page number 247 of this draft prospectus.

APPLICABLE LAWS AND REGULATIONS

BUSINESS/TRADE RELATED LAWS/REGULATIONS

The Micro, Small and Medium Enterprises Development Act, 2006

It consists of six chapters which are further divided into 32 sections. This Act also provides for the formation of the
National Board of Micro, Small and Medium Enterprises. The head office of the Board is in Delhi. Section 3 of the Act
defines the members of the board. The Central Government, by notification, can constitute an advisory committee.
Registration of micro, small and medium enterprises is replaced with the filling of the memorandum. To avail the benefit
of the Act, it is always recommended to register the enterprises as a micro, small or medium enterprise. The concept is
important for the promotion of industrial development in rural areas, use of traditional or inherited skills, use of local
resources and mobilization of resources and exportability of products. It provides maximum opportunities for employment
outside the agriculture sector as well.

Industries (Development and Regulation) Act, 1951, as amended (“IDR Act”)

The IDR Act has been liberalized under the New Industrial Policy dated July 24, 1991 and all industrial undertakings are
exempt from licensing except for certain industries, including, among others, all types of electronic aerospace, defence
equipment, ships and other vessels drawn by power. The IDR Act is administered by the Ministry of Commerce and
Industry, Government of India, through the Department for Promotion of Industry and Internal Trade (DPIIT). The main
objectives of the IDR Act are to empower the Government to take necessary steps for the development of industries, to
regulate the pattern and direction of industrial development, and to control the activities, performance and results of
industrial undertakings in the public interest. The DPITT is responsible for formulation and implementation of promotional
and developmental measures for growth of the industrial sector.

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The Bureau of Indian Standards Act, 2016

The Bureau of Indian Standards Act, 2016 (“BIS Act”) provides for the establishment of bureau for the standardization,
marking and quality certification of goods. Functions of the bureau include, inter-alia, (a) recognizing as an Indian
standard, any standard established for any article or process by any other institution in India or elsewhere; (b) specifying a
standard mark which shall be of such design and contain such particulars as may be prescribed to represent a particular
Indian standard; and (c) conducting such inspection and taking such samples of any material or substance as may be
necessary to see whether any article or process in relation to which the standard mark has been used conforms to the Indian
Standard or whether the standard mark has been improperly used in relation to any article or process with or without a
license.

Bureau of Indian Standards Rules, 2018 (the “Bureau of Indian Standards Rules”).

The Bureau of India Standards Rules, 2018, as amended, have been notified, in supersession of the Bureau of Indian
Standards Rules, 1987, in so far as they relate to Chapter IV A of the said rules relating to registration of the articles
notified by the Central Government, and in supersession of the Bureau of Indian Standards Rules, 2017 except in relation
to things done or omitted to be done before such supersession. Under the Bureau of Indian Standards Rules, the bureau is
required to establish Indian standards in relation to any goods, article, process, system or service and shall reaffirm, amend,
revise or withdraw Indian standards so established as may be necessary.

Consumer Protection Act, 2019 (“COPRA, 2019”)

The CPA came into effect on December 24, 1986. It aims to reinforce the interests and rights of consumers by laying down
a mechanism for speedy consumer grievance redressal. A consumer, his legal heir or representative, as defined under the
CPA including a person who avails of any services for a consideration which has been paid in full or part or promised to be
paid, any voluntary consumer association registered under any applicable law or numerous consumers having the same
interest, or the Central or State Government may lodge a complaint before the district forum or any other appropriate
forum under CPA, inter alia, for:
(i) Defective or spurious goods or services;
(ii) Unfair or restrictive trade practices;
(iii) Deficiency in services hired or availed;
(iv) Manufacture or provision of hazardous goods/services; and
(v) Misleading or false warranties or guarantee or representations by the manufacturer/service provider. In addition to
awarding compensations and/or corrective orders, the forums and commissions under CPA are empowered to impose
imprisonment of not less than a month, but not exceeding three years, or a fine of not less than two thousand rupees, but
not more than ten thousand rupees, or both.

The Factories Act, 1948 (“Factories Act”)

The Factories Act, a central legislation, extends to the whole of India. It is the principal legislation that governs the health,
safety and welfare of factory workers. Under the Factories Act each state is empowered to issue its own rules for licensing
and administrating factories situated in such states (“Factories Rules”). Under the Factories Rules, prior to commencing
any manufacturing process, a person needs to obtain a license to register such factory. Separate license needs to be
obtained in respect of each premise where a factory is set up or proposed to be set up. The Factories Act defines a factory
to cover any premises which employs 10 (ten) or more workers and in which manufacturing process is carried on with the
aid of power and any premises where there are at least 20 (twenty) workers without the aid of power. The Factories Act
provides that the person who has ultimate control over the affairs of the factory and in case of a company, any one of the
directors, must ensure the health, safety and welfare of all workers. There is prohibition on employing children below the
age of 14 (fourteen) years in a factory.

Legal Metrology Act, 2009 (the “Metrology Act”)

The "Legal Metrology Act, 2009" (referred to as the "Metrology Act"), as amended, was established to set and enforce
standards for weights and measures. It aims to regulate trade and commerce involving goods that are sold or distributed by
weight, measure, or number. The Metrology Act governs transactions and contracts related to goods or specific classes of
goods, ensuring that they adhere to the weight, measurement, or number standards prescribed by the Act. The exact details
regarding the denominations of weight for goods involved in transactions are determined by individual state rules and
regulations.

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West Bengal Legal Metrology (Enforcement) Rules, 2011

The West Bengal Legal Metrology (Enforcement) Rules, 2011, are a set of regulations governing the implementation of
legal metrology laws within West Bengal, India. These rules encompass various aspects related to weights, measures, and
devices utilized in commercial transactions to ensure accuracy and fairness. They establish standards for instruments like
weighing machines, outline procedures for verification and stamping to guarantee compliance with these standards, and
designate penalties for violations. Furthermore, these rules designate authorities responsible for enforcing and overseeing
adherence to these regulations. Their core objective is to safeguard consumer interests, prevent fraudulent practices, and
maintain uniformity in measurements across commercial transactions within the state.

Indian Forest Act, 1927

The Indian Forest Act, 1927 consolidates the regulations related to forests, the transit of forest produce, and the duty
leviable on timber and other forest produce in India. The act aims to regulate the movement of forest produce and the
conservation of natural heritage. The act provides for the protection of forests and the regulation of forest produce. The
state government has the power to constitute any forest-land or waste-land which is the property of the government as a
reserved forest. The Indian Forest Act of 1927 impacted the life of forest-dependent communities. The penalties and
procedures given in this Act aimed to extend the state’s control over forests as well as diminishing the status of people’s
rights to forest use. The village communities were alienated from their age-old symbiotic association with forests.

Forest (Conservation) Act, 1980

This act provides for the conservation of forests and the prevention of deforestation. The Forest (Conservation) Act, 1980
is a law enacted by the Parliament of India to provide for the conservation of forests and for matters connected therewith or
ancillary or incidental thereto. The act came into force on October 25, 1980, and extends to the whole of India except the
State of Jammu & Kashmir. The act aims to conserve forests and regulate the diversion of forest land for non-forestry
purposes. The act provides for the establishment of a Central Government authority to oversee the implementation of the
act and the conservation of forests. The act requires prior approval from the Central Government for the diversion of forest
land for non-forestry purposes. The act provides for the imposition of penalties for violations of the provisions of the act.
The act has been amended several times, including in 1988, to strengthen the provisions related to the conservation of
forests and the protection of wildlife.

The National Forest Policy, 1988:

The National Forest Policy, 1988 is an important policy framework enacted by the Parliament of India to guide the
conservation, protection, and sustainable management of forests in the country. The principal aim of the National Forest
Policy, 1988 is to ensure environmental stability and the maintenance of ecological balance, including atmospheric
equilibrium, which are vital for the sustenance of all life forms, human, animal, and plant. The policy marks a shift towards
a conservation-based approach to forestry, recognizing the severe depletion of forest resources due to increasing demands
for fuelwood, fodder, and timber, inadequate protection measures, diversion of forest lands to non-forest uses without
compensatory afforestation, and the need for essential environmental safeguards. The policy emphasizes the need to
increase forest cover and encourages social and farm forestry. It recognizes the importance of forests in providing
ecosystem services, such as water conservation, soil protection, and climate regulation. It recognizes the rights of forest
communities and their role in forest conservation. It emphasizes the need to involve local communities in the protection
and development of forests. The policy stresses the exploration of alternatives to wood for various industries to reduce
pressure on forests. It advocates for stringent measures to prevent forest exploitation and the conversion of forest lands by
industries.

The Forest (Rights) Act, 2006

This is an important law for the recognition and protection of the rights of forest-dwelling Scheduled Tribes and other
traditional forest dwellers in India. It aims to ensure that the forest resources are managed sustainably and that the rights of
forest communities are protected. The act has been instrumental in empowering forest communities and promoting their
participation in forest management and conservation.

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The West Bengal Forest (Establishment and Regulation of Saw-Mills and other Wood-Based Industries) Rules,
1982

The West Bengal Forest (Establishment and Regulation of Saw-Mills and other Wood-Based Industries) Rules, 1982 is a
set of regulations that govern the establishment and operation of sawmills and other wood-based industries in the state of
West Bengal, India. These rules are framed under the West Bengal Forest Act, 1982, and aim to regulate and control the
activities of sawmills and wood-based industries to ensure the sustainable and environmentally friendly management of
forests and forest resources. The rules cover various aspects of the operation of sawmills and wood-based industries,
including licensing and registration, quality control, forest produce transit rules, inspection and verification, and penalties
for contravening the provisions of these rules. The rules are applicable to all sawmills and wood-based industries operating
in West Bengal, ensuring the sustainable and responsible management of forest resources and the protection of the
environment. By regulating and controlling the activities of sawmills and wood-based industries, these rules help to ensure
that the forest resources of West Bengal are managed in a sustainable and environmentally friendly manner, while also
promoting the growth and development of the wood-based industry in the state.

The West Bengal Panchayat Act, 1973

The West Bengal Panchayat Act, 1973 is a legislative enactment aimed at reorganizing Panchayats in rural areas of West
Bengal and addressing matters related to their functioning. This Act, passed by the West Bengal Legislature, provides a
framework for the establishment, powers, and duties of Gram Panchayats, Panchayat Samitis, and other related bodies
involved in local governance. The West Bengal Panchayat Act, 1973 serves as a comprehensive legal framework for the
administration and functioning of Panchayats in rural areas of West Bengal, outlining their structure, powers, and
operational guidelines.

The West Bengal Municipal Act, 1993

The West Bengal Municipal Act, 1993 is a legislative enactment that consolidates and amends the law concerning urban
municipal affairs in West Bengal. This Act, passed by the West Bengal Legislature, provides a legal framework for the
governance, administration, and functioning of municipal bodies in urban areas of the state.
The West Bengal Municipal Act, 1993 plays a significant role in regulating urban municipal affairs in West Bengal,
ensuring effective governance and administration within municipal bodies in the state.

The West Bengal Fire Services Act, 1950

The West Bengal Fire Services Act, 1950 is a legislative enactment that focuses on fire prevention, safety measures, and
the maintenance of fire brigades in West Bengal. This Act, which extends to the entire state, plays a crucial role in ensuring
public safety and protecting property from fire-related risks. The West Bengal Fire Services Act, 1950 serves as a critical
legal framework for enhancing fire safety standards, ensuring the readiness of fire services, and mitigating fire-related risks
in West Bengal.

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.

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• 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

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.

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 lab or court, tribunal, or
arbitrator, to prevent the occurrence or continuance of the dispute, or a strike or lock-out while 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.

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• 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 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 redressed for workmen in different.

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.

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• 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 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 Contract Labour (Regulation and Abolition) Act, 1970

The Contract Labour (Regulation and Abolition) Act, 1970 is a significant piece of legislation that aims to regulate the
employment of contract labour in certain establishments and provide for its abolition in certain circumstances. This Act,
enacted in 1970, sets out provisions to ensure the welfare and rights of contract laborers, as well as to prevent exploitation
in the realm of contract labour. the Contract Labour (Regulation and Abolition) Act, 1970 plays a crucial role in
safeguarding the rights of contract laborers, regulating their employment, and ensuring fair practices in establishments
where contract labour is utilized.

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) 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, organizing 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.

Fire Prevention Laws and The National Building Code of India, 2016

State governments have enacted laws that provide for fire prevention and life safety. Such laws may be applicable to our
offices and Training Centres and include provisions in relation to providing fire safety and life saving measures by
occupiers of buildings, obtaining certification in relation to compliance with fire prevention and life safety measures and
impose penalties for non-compliance. the National Building Code (NBC) promulgates legal provisions governing the
safety of individuals within specific categories of structures, encompassing public, residential, industrial buildings and
others as stated within categories provided therein. These provisions encompass a wide array of critical aspects, including
but not limited to fire safety, disaster management and precautions, as well as accessibility.

The Private Warehouse Licensing Regulations, 2016 (the “Warehouse Licensing Regulations”)

Warehouse Licensing Regulations provides for the licensing of private warehouses by the principal commissioner of
customs or the commissioner of customs. The Warehouse Licensing Regulations lay down the conditions to be fulfilled for
an applicant to be granted a license and also provide for the term of the license, its non-transferable nature and the
procedure for its surrender.

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Certain other laws and regulations that may be applicable to our Company in India include the following:
• Public Liability Insurance Act, 1991 (“PLI Act”)
• Industrial (Development and Regulation) Act, 1951 (“IDRA”)
• Industrial Disputes Act, 1947 (“ID Act”)
• Payment of Bonus Act, 1965 (“POB Act”)
• Payment of Gratuity Act, 1972.
• Child Labour (Prohibition and Regulation) Act, 1986
• Inter-State Migrant Workers (Regulation of Employment and Conditions of Service) Act, 1979
• Equal Remuneration Act, 1976 (“ER Act”)
• Contract Labour (Regulation and Abolition) Act, 1970 (CLRA) and Contract Labour (Regulation and Abolition)
• Central Rules, 1971 (Contract Labour Rules)
• Workmen Compensation Act, 1923 (“WCA”)
• Maternity Benefit Act, 1961 (“Maternity Act”)
• Industrial Employment Standing Orders Act, 1946
• The Employees Compensation Act, 1923 (“EC Act”) and the rules framed thereunder
• Minimum Wages Act, 1948 (“MWA”) and the rules framed thereunder.

ENVIRONMENT RELATED LAWS

Environment Protection Act, 1986 and Environment (Protection) Rules, 1986

The Environmental Protection Act, 1986 is an “umbrella”; legislation designed to provide a framework for coordination 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 exist among water, air and land,
and human beings and other living creatures, plants, micro-organisms and property.

The Environmental Impact Assessment Notification, 2006 (the “Notification”)

As per the Notification, any construction of new projects or activities or the expansion or modernisation of existing
projects or activities as listed in the Schedule attached to the notification entailing capacity addition with change in process
and or technology can be undertaken only after the prior environmental clearance from the Central Government or as the
case may be, by the State Level Environment Impact Assessment Authority, duly constituted by the Central government
under the provisions of the Environment (Protection) Act, 1986, in accordance with the procedure specified in the
notification. The environmental clearance process for new projects comprises of four stages viz. screening, scoping, public
consultation and appraisal. However, in 2016, MoEF issued a notification for integrating standard and objectively
monitorable environmental conditions with building permissions for buildings of different sizes with rigorous monitoring
mechanism for implementation of environmental concerns and obligations in building projects. This is in line with the
objective of the Central Government to streamline the permissions for buildings and construction sector so that affordable
housing can be provided to weaker sections in urban area under the scheme ‘Housing for All by 2022’and is proposing to
remove the requirement of seeking a separate environment clearance from the MoEF for individual buildings having a total
build up area between 5,000 square metre and 150,000 square metre, apart from adhering to the relevant byelaws of the
concerned State authorities.

The Water (Prevention and Control of pollution) Act, 1974 (the “Water Act”)

The Water Act aims to prevent and control water pollution as well as restore water quality by establishing and empowering
the Central Pollution Control Board and the State Pollution Control Boards. Under the Water Act, any person establishing
any industry, operation or process, any treatment or disposal system, use of any new or altered outlet for the discharge of
sewage or new discharge of sewage, must obtain the consent of the relevant State Pollution Control Board, who is
empowered to establish standards and conditions that are required to be complied with.

The Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”)

The Air (Prevention and Control of Pollution) Act, 1981 has been enacted to provide for the prevention, control and
abatement of air pollution. Pursuant to the provisions of the Air Act, any person, establishing or operating any industrial
plant within an air pollution control area, must obtain the consent of the relevant State Pollution Control Board prior to
establishing or operating such industrial plant. No person operating any industrial plant in any air pollution control area is
permitted to discharge the emission of any air pollutant in excess of the standards laid down by the State Pollution Control
Board.

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The Noise Pollution (Regulation & Control) Rules 2000 (“Noise Regulation Rules”)

The Noise Regulation Rules regulate noise levels in industrial, commercial and residential zones. The Noise Regulation
Rules also establish zones of silence of not less than 100 meters near schools, courts, hospitals, etc. The rules also assign
regulatory authority for these standards to the local district courts. Penalty for non-compliance with the Noise Regulation
Rules shall be under the provisions of the Environment (Protection) Act, 1986.

The Municipal Solid Wastes (Management and Handling) Rules, 2000 (“Waste Management Rules, 2000”) as
superseded by Solid Waste Management Rules, 2016 (“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 Public Liability Insurance Act, 1991

The Public Liability Insurance Act places responsibility on those who own or control hazardous substances for any damage
resulting from accidents involving such substances. A roster of hazardous substances falling under the scope of this law is
outlined through government notifications. The owner or handler of these substances is additionally mandated to acquire an
insurance policy that covers liability in connection with the act. Rules established under the Public Liability Act dictate that
the employer is obligated to contribute to the environmental relief fund, an amount equivalent to the premium paid for
insurance policies. This contribution is payable to the insurer.

GENERAL CORPORATE COMPLIANCE

The 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.

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 Stamp Act, 1899

The Indian Stamp Act, 1899 prescribes the rates for the stamping of documents and instruments by which any right or
liability is, or purports to be, created, transferred, limited, extended, extinguished or recorded. Under the Indian Stamp Act,
1899, an instrument not ‘duly stamped’ cannot be accepted as evidence by civil court, an arbitrator or any other authority
authorized to receive evidence. However, the document can be accepted as evidence in criminal court.

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The West Bengal State Tax on Professions, Trades, Callings, and Employments Rules, 1979

The West Bengal State Tax on Professions, Trades, Callings, and Employments Rules, 1979, is a set of regulations that
govern the imposition and collection of professional tax in the state. These rules, established under the West Bengal State
Tax on Professions, Trades, Callings, and Employments Act, 1979, provide guidelines for the assessment, payment, and
administration of professional tax on individuals engaged in various professions, trades, callings, and employments. The
West Bengal State Tax on Professions, Trades, Callings, and Employments Rules, 1979, play a crucial role in regulating
the imposition and collection of professional tax in West Bengal, ensuring compliance with tax laws and facilitating the
administration of professional tax obligations for various individuals in the state.

Shops and commercial establishments legislations

Under the provisions of local shops and establishments legislations applicable in the states in which establishments are set
up, establishments are required to be registered. Such legislations regulate the working and employment conditions of the
workers employed in shops and establishments including commercial establishments and provide for fixation of working
hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of shops and establishments and other
rights and obligations of the employers and employees. All establishments must be registered under the shops and
establishments legislations of the state where they are located. There are penalties prescribed in the form of monetary fine
or imprisonment for violation of the legislations, as well as the procedures for appeal in relation to such contravention of
the provisions.

ANTI-TRUST LAWS

Competition Act, 2002 (the “Act”)

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.

TAX RELATED LEGISLATIONS

Customs Act, 1962 and the Private Warehouse Licensing Regulations, 2016

The provisions of the Customs Act, 1962, as amended (the “Customs Act”) apply at the time of import or export of goods.
Under the Customs Act, the Central Board of Excise and Customs (“CBEC”) is empowered to appoint, by notification,
inter alia, ports or airports as customs ports or customs airports and places as the Inland Container Depot (“ICD”). Section
45 of the Customs Act lays down that all imported goods unloaded in a customs area shall remain in the custody of the
person approved by the Commissioner of Customs until they are cleared for home consumption or warehouse or
transhipped. The said Act contains provision for levying the custom duty on imported goods, export goods, goods which
are not cleared, goods warehoused or transhipped within 30 days after unloading etc. It also provides for storage of
imported goods in warehouses pending clearance, for goods in transit etc., subject to prescribed conditions.

Central Goods and Services Tax Act, 2017 (the “GST Act”)

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.

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Income-tax Act, 1961 (“Income Tax Act”)

The Income Tax Act is applicable to every company, whether domestic or foreign whose income is taxable under the
provisions of this Act or Rules made there under depending upon its “Residential Status” and “Type of Income” involved.
The Income Tax Act provides for the taxation of persons resident in India on global income and persons not resident in
India on income received, accruing or arising in India or deemed to have been received, accrued or arising in India. Every
company assessable to income tax under the Income Tax Act is required to comply with the provisions thereof, including
those relating to tax deduction at source, advance tax, minimum alternative tax, etc.

INTELLECTUAL PROPERTY LEGISLATIONS

Trade Marks Act, 1999 (“Trade Marks Act”)

The Trade Marks Act provides for the application and registration of trademarks in India. The purpose of the Trade Marks
Act is to grant exclusive rights to marks such as a brand, label and heading, and to obtain relief in case of infringement of
such marks. An application for the registration of trademarks has to be made to Controller-General of Patents, Designs and
Trade Marks who is the Registrar of Trade Marks for the purposes of the Trade Marks Act. It also provides for penalties
for infringement, falsifying, and falsely applying trademarks and using them to cause confusion among the public.

Designs Act, 2000 (“Designs Act”)

Industrial designs have been accorded protection under the Designs Act. A ‘Design’ means only the features of shape,
configuration, pattern, ornament or composition of lines or color or combination thereof applied to any article whether two
dimensional or three dimensional or in both forms, by any industrial process or means, whether manual, mechanical or
chemical, separate or combined, which in the finished article appeal to and are judged solely by the eye, but does not
include any mode or principle or construction or anything which is in substance a mere mechanical device, and expressly
excludes works accorded other kinds of protection like property marks, Trademarks and Copyrights.

Any person claiming to be the proprietor of a new or original design may apply for registration of the same under the Act
before the Controller-General of Patents, Designs and Trade Marks. On registration, the proprietor of the design attains a
copyright over the same. The duration of the registration of a design in India is initially ten years from the date of
registration, but in cases where claim to priority has been allowed the duration is ten years from the priority date. No
person may sell, apply for the purpose of sale or import for the purpose of sale any registered design, or fraudulent or
obvious imitation thereof.

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, Indian Contract Act, 1872, Transfer of Property Act, 1882, Information Technology Act, 2000 etc.

OTHER LAWS

Foreign Direct Investment

Regarding "Foreign Direct Investment" (FDI), the Indian government has periodically communicated its policies through
press notes and releases. The Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,
Government of India (referred to as "DIPP"), issued the consolidated "FDI Policy Circular of 2020" ("FDI Policy 2020"),
which came into effect on October 15, 2020. This comprehensive policy consolidated and superseded all previous press
notes, press releases, and clarifications on FDI policy issued by the DIPP. The government intends to update this
consolidated circular on FDI policy annually, with FDI Policy 2020 remaining valid until the issuance of an updated
circular.

The "Reserve Bank of India" (RBI) also plays a crucial role in governing FDI in India through its "Master Directions on
Foreign Investment in India," which are periodically updated. These directions specify that an Indian company may issue
new shares to individuals residing outside India, subject to certain eligibility criteria and pricing guidelines outlined in the
Master Directions. Companies conducting such share issuances are obligated to meet reporting requirements, including
disclosing considerations for the issuance of shares, and filing relevant forms such as Form FC-GPR.

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Foreign Trade (Development and Regulation) Act, 1992 (the “Act”)

The "Foreign Trade (Development and Regulation) Act, 1992" (referred to as the "Act") governs and regulates India's
foreign trade policies concerning the exchange of goods and services. It was enacted in 1992 as a replacement for the
"Import and Exports (Control) Act, 1947." The primary objective of this Act is to facilitate imports into and increase
exports from India. It aims to achieve these goals by providing a legal framework for the development and regulation of
foreign trade. Notably, through the "Foreign Trade (Development and Regulation) Amendment Act of 2010," the Act
expanded its scope to include the import and export of "services" in its regulatory ambit.

Other regulations:

In addition to the above, the Company is required to comply with the provisions of the Companies Act, and other
applicable statutes imposed by the Centre or the State for its day-to-day operations.

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OUR HISTORY AND CERTAIN CORPORATE MATTERS

HISTORY AND BACKGROUND

Our Company was originally incorporated as a Private Limited Company in the name of “Singh Brothers Exim Private
Limited” on August 02, 2002 under the provisions of Companies Act, 1956 bearing Corporate Identification Number
U51431WB2002PTC095027 issued by Registrar of Companies - West Bengal. Subsequently the name of our company
was changed to “Sylvan Plyboard (India) Private Limited” vide a fresh Certificate of Incorporation consequent upon
Change of Name dated March 05, 2013 bearing Corporate Identification Number U51431WB2002PTC095027 issued by
Registrar of Companies - West Bengal. Subsequently, our company was converted into Public Limited Company under the
Companies Act, 2013 and the name of our Company was changed to “Sylvan Plyboard (India) Limited” vide a fresh
Certificate of Incorporation consequent upon conversion from Private Company to Public Company dated June 19, 2018
bearing Corporate Identification Number U51431WB2002PLC095027 issued by Registrar of Companies – Kolkata.

REGISTERED OFFICE

NH-2, Delhi Road Champsara, Chinnamore, Baidyabati, Hooghly- 712222, West Bengal, India.

CORPORATE OFFICE

Adventz Infinity@5, Block-BN5, Office No. 802, Sector-V, Salt Lake, Kolkata – 700091, West Bengal, India

CHANGES IN REGISTERED OFFICE OF THE COMPANY SINCE INCORPORATION

Except as stated below, there has not been any change in our Registered Office since inception of the Company till the date
of the Draft Prospectus.

Date Details of Registered Office Reason for Change

5, Nimtalla Ghat Street, Kolkata- 700006, West
At Incorporation ----
Bengal, India.
41, B.B. Ganguly Street, 4th Floor, Kolkata - For Administrative
December 14, 2009
700012, West Bengal, India. Convenience
NH-2, Delhi Road Champsara, Chinnamore, For Administrative
June 20, 2022
Baidyabati, Hooghly- 712222, West Bengal, India. Convenience

MAIN OBJECTS OF OUR COMPANY:

The Main objects of our Company as set forth in the Memorandum of Association of our Company are as follows:

1. To take over entire business of the Proprietorship Firm Under the name & style of “Singh Brothers & Co.” of 5,
Nimtalla Ghat Street, Kolkata- 700006 as a going concern with all its assets, goodwill & liabilities.

2. To carry on in India or elsewhere to produce, prepare, project, preserve, process, and turn to account, grow,
cultivate, commercialize, cut to size, season, press, manipulate, dry, disinfect, grade, handle, transport, import,
export, buy, sell, store, auction and to act as broker, agent, merchant, traders, stockiest, distributors, saw mill
owners, forest owner, farm owner or otherwise to deal in all types of commercial and non-commercial timbers,
wood, bamboos, logs, ply, plywood and similar material used for respect of all shapes, sizes and varieties of
timber and wood products, articles, monuments or things, in finish, semi-finished knock or semi knock down
conditions.

The main objects clause as contained in the Memorandum of Association enable our Company to carry on the business
presently being carried out and proposed to be carried out by it.

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AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND ARTICLE OF ASSOCIATION OF OUR

COMPANY

Since the incorporation of our Company, the following changes have been made to the Memorandum of Association and
Article of Association:

Date of Amendment /
Shareholders’ Nature of Amendment
resolution
January 10, 2004 • Alternation in the Clause 5 of MoA pursuant to increase in Authorised Share Capital
from ₹ 25,00,000/- divided into 2,50,000 Equity Shares of ₹ 10/- each to ₹ 1,00,00,000/-
divided into 10,00,000 Equity Shares of ₹ 10/- each
September 16, 2004 • Alternation in the Clause 5 of MoA pursuant to increase in Authorised Share Capital
from ₹ 1,00,00,000/- divided into 10,00,000 Equity Shares of ₹ 10/- each to ₹
1,70,00,000/- divided into 17,00,000 Equity Shares of ₹ 10/- each
March 30, 2006 • Alternation in the Clause 5 of MoA pursuant to increase in Authorised Share Capital
from ₹ 1,70,00,000/- divided into 17,00,000 Equity Shares of ₹ 10/- each to ₹
1,80,00,000/- divided into 18,00,000 Equity Shares of ₹ 10/- each
March 19, 2007 • Alternation in the Clause 5 of MoA pursuant to increase in Authorised Share Capital
from ₹ 1,80,00,000/- divided into 18,00,000 Equity Shares of ₹ 10/- each to ₹
2,00,00,000/- divided into 20,00,000 Equity Shares of ₹ 10/- each
January 12, 2008 • Alternation in the Clause 5 of MoA pursuant to increase in Authorised Share Capital
from ₹ 2,00,00,000/- divided into 20,00,000 Equity Shares of ₹ 10/- each to ₹
3,00,00,000/- divided into 30,00,000 Equity Shares of ₹ 10/- each
February 16, 2009 • Alternation in the Clause 5 of MoA pursuant to increase in Authorised Share Capital
from ₹ 3,00,00,000/- divided into 30,00,000 Equity Shares of ₹ 10/- each to ₹
4,00,00,000/- divided into 40,00,000 Equity Shares of ₹ 10/- each
March 23, 2011 • Clause I of Memorandum of Association and Articles of Association was amended to
reflect change in name from “Singh Brothers Exim Private Limited” to “Sylvan
Plyboard (India) Private Limited” pursuant to name change of our Company.
March 24, 2014 • Alternation in the Clause 5 of MoA pursuant to increase in Authorised Share Capital
from ₹ 4,00,00,000/- divided into 40,00,000 Equity Shares of ₹ 10/- each to ₹
4,10,00,000/- divided into 41,00,000 Equity Shares of ₹ 10/- each
March 28, 2014 • Alternation in the Clause 5 of MoA pursuant to increase in Authorised Share Capital
from ₹ 4,10,00,000/- divided into 41,00,000 Equity Shares of ₹ 10/- each to ₹
4,30,00,000/- divided into 43,00,000 Equity Shares of ₹ 10/- each
September 15, 2014 • Alternation in the Clause 5 of MoA pursuant to increase in Authorised Share Capital
from ₹ 4,30,00,000/- divided into 43,00,000 Equity Shares of ₹ 10/- each to ₹
4,50,00,000/- divided into 45,00,000 Equity Shares of ₹ 10/- each
February 26, 2016 • Alternation in the Clause 5 of MoA pursuant to increase in Authorised Share Capital
from ₹ 4,50,00,000/- divided into 45,00,000 Equity Shares of ₹ 10/- each to ₹
4,70,00,000/- divided into 47,00,000 Equity Shares of ₹ 10/- each
May 05, 2018 • Alternation in the Clause 5 of MoA pursuant to increase in Authorised Share Capital
from ₹ 4,70,00,000/- divided into 47,00,000 Equity Shares of ₹ 10/- each to ₹
13,50,00,000/- divided into 1,35,00,000 Equity Shares of ₹ 10/- each
• Alteration in the clause 3 of MoA pursuant to change in ancillary objects of the MoA*
• Adoption of new set of AoA of the company in conformity with the Companies Act, 2013.
May 24, 2018 • Clause I of Memorandum of Association and Articles of Association was amended to
reflect change in name from “Sylvan Plyboard (India) Private Limited” to “Sylvan
Plyboard (India) Limited” pursuant to conversion of our Company from Private Limited
to Public Limited Company.
December 12, 2023 • Alternation in the Clause 5 of MoA pursuant to increase in Authorised Share Capital
from ₹ 13,50,00,000/- divided into 1,35,00,000 Equity Shares of ₹ 10/- each to ₹
20,00,00,000/- divided into 2,00,00,000 Equity Shares of ₹ 10/- each
*Details w.r.t. change in object clause has not been mentioned specifically in Form MGT-14 filed for amendment in MoA date May 05,
2018. Further, no effect has been given in resolution and minutes for the same. However, due effect to the amendment has been given in
the updated MoA.

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CORPORATE PROFILE OF OUR COMPANY

Details regarding the description of our Company’s activities, services, products, market, growth, technology, managerial
competence, standing with reference to prominent competitors, major suppliers, distributors and customers, segment,
capacity/facility creation, launch of key products, entry in new geographies, capacity built-up, location of manufacturing
facilities, marketing and competition, please refer to the chapters titled “Our Business”, “Our Management” and
“Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages 126, 166 and 231
respectively, of this Draft Prospectus.

MAJOR EVENTS AND MILESTONES IN THE HISTORY OF OUR COMPANY

The table below sets forth some of the major events in the history of our Company:

Calendar Year Key Events & Milestones

2002 o Business started in the name “Singh Brothers Exim Private Limited”.

2004 o Acquisition of M/s Singh Brother & Co. (Proprietorship concern of Jai Prakash Singh)
o Change in name from “Singh Brothers Exim Private Limited” to “Sylvan Plyboard (India)
2013
Private Limited
o Certified as an ISO- 14001:2004 Company
2016 o Certified as an ISO- 9001:2008 Company
o Certified as an OHSAS 18001:2007 Company
o Company converted from Private Limited Company to Public Limited Company i.e. “Sylvan
2018
Plyboard (India) Limited

SIGNIFICANT FINANCIAL AND STRATEGIC PARTNERSHIPS

As on the date of this Draft Prospectus, our Company does not have any significant strategic or financial partners.

TIME/COST OVERRUN IN SETTING UP PROJECTS

As on the date of this Draft Prospectus, there has been no time and cost overruns in the Company.

LAUNCH OF KEY PRODUCTS OR SERVICES, ENTRY INTO NEW GEOGRAPHIES OR EXIT FROM
EXISTING MARKETS, CAPACITY/FACILITY CREATION OR LOCATION OF STORES

For details of key products or services launched by our Company, entry into new geographies or exit from existing
markets, capacity/ facility creation and location of stores, see “Our Business” and “History and Certain Corporate
Matters” on pages 126 and 161 of this draft prospectus.

DEFAULTS, RESCHEDULING OR RESTRUCTURING OF BORROWINGS WITH FINANCIAL

INSTITUTIONS/BANKS

As on the date of this Draft Prospectus, there has been no default, rescheduling or restructuring of borrowings with
financial institutions or banks.

DETAILS REGARDING MATERIAL ACQUISITIONS OR DIVESTMENTS OF BUSINESS/UNDERTAKINGS,

MERGERS, AMALGAMATION, REVALUATION OF ASSETS, ETC. IN THE LAST 10 YEARS

Except as mentioned in chapter “History and Certain Corporate Matters” beginning on page no. 161, our Company has
not made any material acquisitions or divestments of any business or undertakings, mergers, amalgamation or revaluation
of assets in the last 10 years preceding the date of this Draft Prospectus.

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HOLDING COMPANY

• Singh Suppliers Private Limited

Corporate Information : Singh Suppliers Private Limited was incorporated on December 19, 2001
bearing Corporate Identity No. U51909WB2001PTC094028 under the
Companies Act, 1956 issued by ROC-Kolkata.

Directors : Anand Kumar Singh

Kalyani Singh

Registered Office : Adventz Infinity@5, Block-BN5, Office No. 802, Sector-V, Salt Lake, Kolkata –
700091, West Bengal, India

Nature of Business : The company was engaged in the business of Trading of Logs and Sawn
Timber till March 31, 2018. However, as on the date of the Draft Prospectus,
SSPL is not engaged in any business activities except holding shares of our
Group Companies.

Capital Structure : Authorised Share Capital: ₹ 8,18,50,000/- comprising of 81,85,000 equity

shares of ₹ 10/- each.

Paid Up Capital: ₹ 3,06,12,330/- comprising of 30,61,233 equity shares of

₹ 10/- each

Shareholding : Singh Suppliers Private Limited holds 72.69% shareholding of our company

JOINT VENTURES OF OUR COMPANY

As on the date of this Draft Prospectus, our Company does not have any joint ventures.

SUBSIDIARIES OF OUR COMPANY

As on the date of this Draft Prospectus, our Company does not have any subsidiaries.

ASSOCIATES OF OUR COMPANY

As on the date of this Draft Prospectus, our Company does not have any associates.

DETAILS OF SHAREHOLDERS’ AGREEMENT

As on date of this Draft Prospectus, there are no subsisting shareholders’ agreements among our shareholders vis-à-vis our
Company.

AGREEMENTS WITH KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT, DIRECTORS,

PROMOTERS OR ANY OTHER EMPLOYEE

Neither our Promoters, nor any of the Key Managerial Personnel or Senior Management, Directors or employees of our
Company have entered into an agreement, 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 the dealings of the securities of our
Company.

MATERIAL AGREEMENTS

Our Company has not entered into any other subsisting material agreement, including with strategic partners, joint venture
partners or financial partners, other than in the ordinary course of business.

For details on business agreements of our Company, see “Our Business” beginning on page 126 of this Draft Prospectus.

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GUARANTEES GIVEN BY OUR PROMOTERS

Our Promoters have not given any guarantee to any third parties as on the date of this Draft Prospectus except in favour of
Lending Bank as collateral security for the Borrowings of the Company.

CAPITAL RAISING (DEBT / EQUITY)

Except as set out in the Sections titled “Capital Structure” and “Financial Indebtedness” beginning on page no 60 and
226 respectively of this Draft prospectus, our Company has not raised any capital in the form of Equity Shares or
debentures.

INJUNCTION OR RESTRAINING ORDER

Our company is not operating under any injunction or restraining order.

DETAILS REGARDING PAST PERFORMANCE OF THE COMPANY.

For details in relation to our past financial performance in the previous 3 (three) financial years, please refer to Section
titled “Financial Statements as restated” beginning on page no. 193 of this Draft prospectus.

CHANGES IN THE ACTIVITIES OF OUR COMPANY DURING THE LAST TEN (10) YEARS

Except as mentioned in chapter “Our History and Certain Corporate Matters” beginning on page no. 161 of Draft
Prospectus, there have been no changes in the activity of our Company during the last ten (10) years preceding as on the
date of this Draft prospectus, which may have had a material effect on the profits or loss, including discontinuance of the
lines of business, loss of agencies or markets and similar factors of our Company.

SHAREHOLDERS OF OUR COMPANY

As on the date of this Draft Prospectus, our Company has 9 (Nine) shareholders. For further details in relation to the
current shareholding pattern, please refer to Section titled “Capital Structure” beginning on page no. 60 of this Draft
Prospectus.

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OUR MANAGEMENT

BOARD OF DIRECTORS

As on the date of Draft Prospectus, our Company has 5 (Five) Directors on our Board consisting 1 (one) Managing
Director, 1 (one) Whole-time Director, 1 (One) Non-Executive Director, and 2 (Two) Independent Directors. There is 1
(One) Woman Director in our Board. The details of the Directors are as follows:

The details of the Directors are as follows:

Sl.
Name of the Director DIN Current Designation Date of Joining#
No.
1 Anand Kumar Singh 00651384 Managing Director 06-08-2008
2 Jai Prakash Singh 00655886 Whole Time Director & Chairman 20-08-2002
3 Shakuntala Singh 00656073 Non-Executive Director 20-08-2002
4 Rathin Kumar Ray 08139761 Independent Director 16-06-2018
5 Pallab Samajdar 08157892 Independent Director 16-06-2018
# Original date of appointment as per MCA database.

The following table sets forth details regarding the Board of Directors as on the date of this draft prospectus:

Sl. No. Particulars Details

Name of the Director Anand Kumar Singh
Father’s Name Jai Prakash Singh
Flat 3B, Classica Apartment, 2/8B Sarat Bose Road, L.R. Sarani,
Residential Address
Kolkata-700020, West Bengal, India
Date of Birth 29-12-1970
Age 53
Designation Managing Director
DIN 00651384
Occupation Business
Nationality Indian
1
Qualification Under Graduate
No. of Years of Experience More than 25 years
Originally appointed as Director on 06-08-2008, designation changed to
Date of Appointment Managing Director on 05-05-2018 and re-appointed as Managing
Director on 05-05-2023 for a term of 5 Years
Terms of Appointment Appointed for a period of 5 years; Not liable to retire by rotation
1. Shree Krishna Timber Co private Limited
2. Rosewood Dealers Private Limited (Amalgamated)
3. Silvertoss Industries Private Limited
Directorship in other companies
4. Sylvan Vincom Private Limited (Amalgamated)
5. Singh Suppliers Private Limited
6. Laptop Vyapaar Private Limited (Amalgamated)
Other Ventures Anand Kumar Singh (HUF)

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Sl. No. Particulars Details

Name of the Director Jai Prakash Singh
Father’s Name Sri Krishna Singh
2/8B, Sarat Bose Road, L.R. Sarani, Kolkata-700020, West Bengal,
Residential Address
India.
Date of Birth 06-01-1948
Age 75
Designation Whole Time Director & Chairman
DIN 00655886
Occupation Business
2
Nationality Indian
Qualification Under Graduate
No. of Years of Experience More than 50 years
Originally appointed as Director on 20-08-2002, designation changed to
Whole Time Director on 05-05-2018 for a period of 5 years and
Date of Appointment
reappointed as Whole Time Director and Chairman on 05-05-2023 for a
period of 5 years
Terms of Appointment Appointed for a period of 5 years.
Directorship in other companies Rosewood Dealers Private Limited (Amalgamated)
Other Ventures Jai Prakash Singh (HUF)

Sl. No. Particulars Details

Name of the Director Shakuntala Singh
Father’s Name Awadhesh Singh
2/8B, Sarat Bose Road, L.R. Sarani, Kolkata-700020, West Bengal,
Residential Address
India.
Date of Birth 26-01-1954
Age 69
Designation Non-Executive Director
DIN 00656073
Occupation Business
3
Nationality Indian
Qualification Under Graduate
No. of Years of Experience More than 20 years
Originally appointed as Director on 20-08-2002, designation changed to
Executive Director on 05-05-2018 for a period of 5 years, reappointed as
Date of Appointment
an Executive Director on 05-05-2023 for a period of 5 years, and
designation changed to Non-Executive Director on 13-12-2023.
Terms of Appointment Liable to retire by rotation.
Directorship in other companies Nil
Other Ventures Nil

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Sl. No. Particulars Details

Name of the Director Pallab Samajdar
Father’s Name Phani Bhusan Samajdar
54/C, Hem Chandra Lane, Uttarpara Kotrung, Bhadrakali, Hooghly-
Residential Address
712232, West Bengal, India
Date of Birth 03-08-1961
Age 62
Designation Independent Director
DIN 08157892

4 Occupation Professional
Nationality Indian
• Bachelor of Law from Ranchi University in the year 1997
Qualification
• Advocate under Bar Council of West Bengal in the year 1999
No. of Years of Experience More than 20 years
Originally Appointed as Independent Director on 16-06-2018 and
Date of Appointment
thereafter, reappointed as Independent Director on 16-06-2023
Terms of Appointment Appointed for a period of 5 years
Directorship in other companies Nil
Other Ventures Nil

Sl. No. Particulars Details

Name of the Director Rathin Kumar Ray
Father’s Name Rabindra Nath Ray
16 No Ramkamal Street, Khiddirpore, Kolkata- 700023, West Bengal,
Residential Address
India
Date of Birth 13-06-1946
Age 77
Designation Independent Director
DIN 08139761
5 Occupation Professional
Nationality Indian
Qualification Chartered Accountant
No. of Years of Experience More than 30 years
Originally Appointed as Independent Director on 16-06-2018 and
Date of Appointment
thereafter, reappointed as Independent Director on 16-06-2023
Terms of Appointment Appointed for a term of 5 years
Directorship in other companies Nil
Other Ventures Nil

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BRIEF BIOGRAPHIES OF THE DIRECTORS:

Anand Kumar Singh, aged 53 years, is the Promoter and Managing Director of our Company. He was originally
appointed as a Director on August 06, 2008 and has been appointed as Managing Director w.e.f. May 05, 2018 for Five (5)
years and has been re-appointed as the Managing Director w.e.f. May 05, 2023 for Five (5) Years. He has experience of
more than 25 years in Plywood & Timber Industry. Prior to incorporation of our company, he was associated with M/s.
Singh Brothers & Co. (Proprietorship Firm). He is responsible for day-to-day business operations and entrusted with the
responsibility of the looking after the overall management of the Company.

Jai Prakash Singh, aged 75 years, is the Chairman and Whole Time Director of our Company. He has been associated
with the Company since its inception. He was appointed as first director of our Company on August 20, 2002, has been re-
designated as Whole-Time Director w.e.f. May 05, 2018 for Five (5) years and again re-appointed as the Whole-Time
Director w.e.f. May 05, 2023 for Five (5) Years. Prior to incorporation of our company, he was associated with M/s. Singh
Brothers & Co. (Proprietorship Firm). He has experience of more than 45 years in the Timber Industry. He is guiding force
behind all strategic decisions.

Shakuntala Singh, aged 69 years, is the Non-Executive Director of our Company. She has been associated with the
Company since its inception. She was appointed as first director of our Company on August 20, 2002, re-appointed as
Executive Director w.e.f. May 05. 2018 for Five (5) years, re-appointed as an Executive Director w.e.f. May 05, 2023 for
Five (5) Years and finally re-designated as a Non-Executive Director w.e.f. December 13, 2023. She has an experience of
more than 20 years in the Timber Industry.

Pallab Samajdar, aged 62 years is an Independent Director of our Company. He was appointed as Additional Director
(Independent) on June 16, 2018, has been regularised as Independent Director w.e.f. June 25, 2018 for Five (5) years (from
the original appointment) and has been re-appointed for his second term of Five (5) Years w.e.f. June 06, 2023. He has
completed his Bachelors of Law from Ranchi University in the year 1997. He is enrolled as an advocate with Bar Council
of West Bengal since 1999. He has an experience of more than 20 years in Company matters, Amalgamation, Acquisition,
Takeover, all other ROC & NCLT matters.

Rathin Kumar Ray, aged 77 years, is an Independent Director of our Company. He was appointed as Additional Director
(Independent) on June 16, 2018, has been regularised as Independent Director w.e.f. June 25, 2018 for Five (5) years (from
the original appointment) and has been re-appointed for his second term of Five (5) Years w.e.f. June 06, 2023. He is a
Member of The Institute of Chartered Accountants of India since 1986 and is assisting various corporates in the
Government subsidy related matters. He has more than 30 years of experience in Project Finance, Auditing and Taxation.

FAMILY RELATIONSHIPS BETWEEN THE DIRECTORS

Director Other Director Relation

Jai Prakash Singh Son
Anand Kumar Singh
Shakuntala Singh Son
Anand Kumar Singh Father
Jai Prakash Singh
Shakuntala Singh Spouse
Jai Prakash Singh Spouse
Shakuntala Singh
Anand Kumar Singh Mother

ARRANGEMENTS WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS OR OTHERS

There are no arrangements or understanding between major shareholders, customers, suppliers or others pursuant to which
any of the Directors were selected as a director or member of a Senior Management as on the date of this draft prospectus.

SERVICE CONTRACTS

Our Company has not executed any service contracts with its directors providing for benefits upon termination of their
employment.

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COMMON DIRECTORSHIPS OF THE DIRECTORS IN LISTED COMPANIES WHOSE SHARES HAVE

BEEN/WERE SUSPENDED FROM BEING TRADED ON ANY OF THE STOCK EXCHANGE DURING
HIS/HER TENORS FOR A PERIOD BEGINNING FROM FIVE (5) YEARS PRIOR TO THE DATE OF THIS
DRAFT PROSPECTUS

None of the Directors are/were directors of any company whose shares were suspended from being trading by Stock
Exchange(s) or under any order or directions issued by the stock exchange(s)/ SEBI/ other regulatory authority in the last
five (5) years or to the extent applicable.

DIRECTOR’S ASSOCIATION WITH THE SECURITIES MARKET

None of the Directors of our Company are associated with securities market.

COMMON DIRECTORSHIPS OF THE DIRECTORS IN LISTED COMPANIES THAT HAVE BEEN/WERE

DELISTED FROM STOCK EXCHANGES IN INDIA DURING THEIR TENURE

None of the Directors are/were directors of any entity whose shares were delisted from any Stock Exchange(s). Further,
none of the directors are/ were directors of any entity which has been debarred from accessing the capital markets under
any order or directions issued by the Stock Exchange(s), SEBI or any other Regulatory Authority.

BORROWING POWERS OF THE BOARD

The Articles, subject to the provisions of Section 180(1)(c) of the Companies Act, 2013 authorize the Board to raise,
borrow or secure the payment of any sum or sums of money for the purposes of our Company. The Board of Director vide
the special resolution passed at their Annual General Meeting dated 2nd July, 2019, allowed to borrow and that the total
outstanding amount so borrowed shall not at any time exceed the limit of ₹ 200 Crores.

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 will be applicable to our
Company immediately upon the listing of its Equity Shares on the EMERGE Platform of National Stock Exchange of India
Limited. We shall comply with the requirements of the SEBI (Prohibition of Insider Trading) Regulations, 2015 on listing
of Equity Shares on stock exchanges. 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.

POLICY FOR DETERMINATION OF MATERIALITY & MATERIALITY OF RELATED PARTY

TRANSACTIONS AND ON DEALING WITH RELATED PARTY TRANSACTIONS:

The provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 will be applicable to our
Company immediately upon the listing of Equity Shares of our Company on EMERGE Platform of National Stock
Exchange of India Limited. We shall comply with the requirements of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 on listing of Equity Shares on the EMERGE Platform of National Stock Exchange of
India Limited.

COMPENSATION OF OUR MANAGING DIRECTOR AND WHOLETIME DIRECTOR AND EXECUTIVE

DIRECTOR

The compensation payable to Managing Director, Wholetime Director and Executive Director will be governed as per the
terms of their appointment and shall be subject to the provisions of Sections 2 (54), 2(94), 188, 196, 197, 198 and 203 and
any other applicable provisions 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).

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The following compensation has been approved for Managing Director, Whole Time Directors and Executive
Director.

Particulars Anand Kumar Singh

Originally appointed as Director on 06-08-2008, designation changed to Managing Director on
Appointment/Change
05-05-2018 for a term of 5 years and re-appointed as Managing Director on 05-05-2023 for a
in Designation
term of 5 Years
Current Designation Managing Director
Terms of For a term of 5 Years; Not liable to retire by rotation
Appointment
Remuneration
Upto ₹ 2,00,000/- (Rupees Two Lakhs only) per month as may be decided by the Board of
Directors or with the recommendation of the Nomination & Remuneration Committee in this
Remuneration, behalf subject to the aggregate remuneration on account of salary shall not exceed Rs. 20,00,000/-
Perquisites and per month.
Benefits
Perquisites: Perquisites as as may be decided by the Board of Directors on recommendation of the
Nomination & Remuneration Committee in this behalf in future subject to the aggregate
remuneration on account of such perquisites shall not exceed Rs. 1,00,000/- per month.
Compensation paid ₹ 12.00 Lakhs
in the FY 2022-23

Particulars Jai Prakash Singh

Originally appointed as Director on 20-08-2002, designation changed to Whole Time Director on
Appointment/Change
05-05-2018 for a period of 5 years and reappointed as Whole Time Director and Chairman on 05-
in Designation
05-2023 for a period of 5 years
Current Designation Whole Time Director & Chairman
Terms of For a period of 5 years
Appointment
Remuneration
Upto ₹ 3,00,000/- (Rupees Three Lakhs only) per month as may be decided by the Board of
Directors or with the recommendation of the Nomination & Remuneration Committee in this
Remuneration, behalf subject to the aggregate remuneration on account of salary shall not exceed Rs. 20,00,000/-
Perquisites and per month.
Benefits
Perquisites: Perquisites as as may be decided by the Board of Directors on recommendation of the
Nomination & Remuneration Committee in this behalf in future subject to the aggregate
remuneration on account of such perquisites shall not exceed Rs. 1,00,000/- per month.
Compensation paid ₹ 24.00 Lakhs
in the FY 2022-23

BONUS OR PROFIT-SHARING PLAN FOR OUR DIRECTORS

We have no bonus or profit-sharing plan for our Directors.

PAYMENT OR BENEFIT TO NON-EXECUTIVE DIRECTORS OF OUR COMPANY

Apart from the remuneration to Executive Directors, if any as provided, our Non-Executive Directors are entitled to be
paid a sitting fee up to the limits prescribed by the Companies Act, 2013 and the Rules made there under and actual travel,
boarding and lodging expenses for attending the Board or committee meetings. They may also be paid commissions and
any other amounts as may be decided by the Board in accordance with the provisions of the Articles, the Companies Act
and any other applicable Indian laws and regulations.

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THE DETAILS OF THE SHAREHOLDING OF OUR DIRECTORS AS ON THE DATE OF THIS DRAFT
PROSPECTUS ARE AS FOLLOWS:

No. of Percentage of Percentage of

Sl. Name of the
Category/ Status Equity Pre-Issue Post-Issue
No. Director Shareholder
Shares Capital (%) Capital (%)
1 Anand Kumar Singh Managing Director 1,24,515 0.87% 0.64%
Whole Time Director &
2 Jai Prakash Singh 22,85,100 16.01% 11.79%
Chairman
3 Shakuntala Singh Non-Executive Director 8,19,600 5.74% 4.23%

INTEREST OF OUR DIRECTORS

Our Directors may be deemed to be interested to the extent of their remunerations paid to them for services rendered and
with the reimbursement of expenses payable to them as mentioned above. For further details, please refer to section titled
“Our Promoters and Promoter Group” beginning on page no. 181 of this draft prospectus.

Further, none of our Directors have any interest in any property acquired by our Company within two (2) years of the date
of this draft prospectus or proposed to be acquired by it or in any transaction in acquisition of land or any construction of
building. Further, except as disclosed under sub-section “Shareholding of Directors in our Company” above, none of our
Directors hold any Equity Shares, Preference Shares or any other form of securities in our Company. Our directors may
also be interested to the extent of Equity Shares, if any, held by them or held by the entities in which they are associated as
promoters, directors, partners, proprietors or trustees or held by their relatives or that may be subscribed by or allotted to
the companies, firms, ventures, trusts in which they are interested as promoters, directors, partners, proprietors, members or
trustees, pursuant to the Issue.

Other than as stated above and except as stated in the sections titled “Financial Information as Restated” and “Our
Promoters and Promoter Group” beginning on pages 193 and 181 respectively of this draft prospectus, our Directors do
not have any other interest in the business of our Company.

None of the relatives of our directors have been appointed to a place or office of profit in our Company other than
mentioned elsewhere in the Draft prospectus. For further details, please refer to section titled “Our Management” on page
no. 166 of this draft prospectus.

Our directors may also be regarded as interested in the Equity Shares, if any, held by them or that may be subscribed by
and allotted to the companies, firms, and trusts, if any, in which they are interested as directors, members, promoters, and
/or trustees pursuant to this Issue. Some of the directors also hold directorships in Promoter Group and Group Entities of
our Company.

Our directors may also be deemed to be interested to the extent of any dividend payable to them and other distributions in
respect of the said Equity Shares. Except as stated in this section “Our Management” or the section titled “Financial
Information – Related Party Transactions” beginning on page no 166 and 222 respectively of this draft prospectus, and
except to the extent of shareholding in our Company, our Directors do not have any other interest in the business of our
Company.

CHANGES IN THE BOARD OF DIRECTORS OF OUR COMPANY IN THE LAST THREE (3) YEARS OR TO
THE EXTENT APPLICABLE ARE AS FOLLOWS:

Name Date Designation Reason

Anand Kumar Singh 05-05-2023 Managing Director Re-appointment
Jai Prakash Singh 05-05-2023 Whole Time Director & Chairman Re-appointment
05-05-2023 Executive Director Re-appointment
Shakuntala Singh
13-12-2023 Non-Executive Director Re-designation
Rathin Kumar Ray 16-06-2023 Independent Director Re-appointment
Pallab Samajdar 16-06-2023 Independent Director Re-appointment

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OTHER CONFIRMATIONS:

➢ None of our Directors are on the RBI List of wilful defaulters or fraudulent borrowers as on the date of this draft
prospectus.
➢ None of our Directors of our Company are a fugitive economic offender.
➢ Further, none of our directors are or were directors of any listed company whose shares.
(a) have been or were suspended from trading on any of the stock exchanges during the five years prior to the date of
filing this draft prospectus or.
(b) delisted from the stock exchanges.
➢ None of the directors of our Company are debarred from accessing the capital market by SEBI.
➢ None of the Directors 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.
➢ In respect of the track record of the directors, there have been no criminal cases filed or investigations being
undertaken with regard to alleged commission of any offence by any of our directors and none of our directors have
been charge-sheeted with serious crimes like murder, rape, forgery, economic offence etc.

CORPORATE GOVERNANCE

In terms of Regulation 15(2)(b) of the SEBI Listing Regulations, compliance with the corporate governance provisions
as specified in regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-
regulation (2) of regulation 46 and para C, D and E of Schedule V of the SEBI Listing Regulations shall not apply, in
respect of listed entity which has listed its specified securities on the SME Exchange.

Furthermore, in terms of Regulation 15(3) of the SEBI Listing Regulations, notwithstanding Regulation 15(2) of the
SEBI Listing Regulations, the provisions of the Companies Act, 2013 shall continue to apply, wherever applicable.

As per the abovementioned provisions of the Listing Regulations, we are not required to comply with the requirements
of corporate governance relating to the composition of its board of directors, constitution of committees such as audit
committee, nomination and remuneration committee, stakeholders’ relationship committee, etc., as provided under
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Our Board has been duly constituted in compliance with the Companies Act. Our Board functions either as a full board or
through various committees constituted to oversee specific functions. In compliance with the requirements of the
Companies Act, our Board of Directors consists of 5 (Five) Directors (including One Woman Director).

Sl. No. Name of the Director DIN Current Designation

1 Anand Kumar Singh 00651384 Managing Director
2 Jai Prakash Singh 00655886 Whole Time Director & Chairman
3 Shakuntala Singh 00656073 Non-Executive Director
4 Rathin Kumar Ray 08139761 Independent Director
5 Pallab Samajdar 08157892 Independent Director

COMMITTEES OF OUR BOARD

Our Board has constituted the following committees including those for compliance with corporate governance
requirements:

❖ Audit Committee

As per section 177 of the Companies Act, 2013, The Board of Directors of every listed company and such other class or
classes of companies, as may be prescribed, shall constitute an Audit Committee. The Audit Committee shall consist of a
minimum of three directors with independent directors forming a majority: Provided that majority of members of Audit
Committee including its Chairperson shall be persons with ability to read and understand, the financial statements.

Our Audit Committee was constituted pursuant to a resolution of our Board Meeting dated December 01, 2019. The Audit
Committee comprises of:

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Name of Director Status in Committee Nature of Directorship

Rathin Kumar Ray Chairman Independent Director
Pallab Samajdar Member Independent Director
Jai Prakash Singh Member Whole Time Director

Any member of this Committee ceasing to be a director shall also be ceased to be a member of this Committee. The
Company Secretary of the Company shall act as the Secretary of 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 the rules made thereunder.

Powers of Audit Committee: The Audit Committee shall have powers, including the following:

• the recommendation for appointment, remuneration and terms of appointment of auditors of the company;
• review and monitor the auditor’s independence and performance, and effectiveness of audit process;
• examination of the financial statement and the auditors’ report thereon;
• approval or any subsequent modification of transactions of the company with related parties;
• scrutiny of inter-corporate loans and investments;
• valuation of undertakings or assets of the company, wherever it is necessary;
• evaluation of internal financial controls and risk management systems;
• monitoring the end use of funds raised through public offers and related matters.
• To investigate any activity within its terms of reference;
• The audit committee shall have powers to investigate any activity within its terms of reference, seek information
from any employee, obtain outside legal or other professional advice and secure attendance of outsiders with
relevant expertise, if it considers necessary;
• To have full access to information contained in the records of the company;
• To invite the finance director or head of the finance function, head of internal audit and a representative of the
statutory auditor and any other such executives to be present at the meetings of the committee;
• To call for the comments of the auditors about internal control systems, the scope of audit, including the
observations of the auditors and review of financial statement before their submission to the Board of Directors and
discuss any related issues with the internal and statutory auditors and the management of the company;
• any other responsibility as may be assigned by the board from time to time;
• Such powers as the Board may deem fit in accordance with the Act, SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI LODR”) and any other rules and regulations to the extent applicable.

Role of Audit Committee: The role of the Audit Committee shall include the following:

• oversight of the company’s financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;
• approval of payment to statutory auditors for any other services rendered by the statutory auditors;
• reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the
board for approval, with particular reference to:
• 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 Act;
• changes, if any, in accounting policies and practices and reasons for the same;
• major accounting entries involving estimates based on the exercise of judgment by management;
• significant adjustments made in the financial statements arising out of audit findings;
• compliance with listing and other legal requirements relating to financial statements;
• disclosure of any related party transactions;
• modified opinion(s) in the draft audit report;
• reviewing, with the management, the quarterly financial statements before submission to the board for approval;
• reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this
matter;
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• reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
• 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;
• discussion with internal auditors of any significant findings and follow up there on;
• 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;
• discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-
audit discussion to ascertain any area of concern;
• to look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders
(in case of non-payment of declared dividends) and creditors;
• to review the functioning of the whistle blower mechanism;
• approval of appointment of chief financial officer after assessing the qualifications, experience and background,
etc. of the candidate;
• reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary
exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans
/ advances / investments existing as on the date of coming into force of this provision;
• consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the Company and its shareholders;
• Carrying out any other function as is mentioned in the terms of reference of the audit committee.

Further, the Audit Committee shall mandatorily review the following information:

▪ management discussion and analysis of financial condition and results of operations;

▪ statement of significant related party transactions (as defined by the audit committee), submitted by management;
▪ management letters / letters of internal control weaknesses issued by the statutory auditors;
▪ internal audit reports relating to internal control weaknesses;
▪ the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the
audit committee and
▪ statement of deviations:
(i) half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1) of SEBI (LODR) Regulations, 2015;
(ii) annual statement of funds utilized for purposes other than those stated in the draft prospectus/notice in terms of
Regulation 32(7) SEBI (LODR) Regulations, 2015.

The Audit Committee shall meet at least four times in a year, and not more than one hundred and twenty days shall elapse
between two meetings. The quorum of the meeting shall be either two members present, or one-third of the members,
whichever is greater, provided that there should be a minimum of two independent directors present.

❖ Stakeholders’ Relationship Committee

As per section 178 (5) of the Companies Act, 2013, The Board of Directors of a Company which consists of more than
one thousand shareholders, debenture-holders, deposit-holders and any other security holders at any time during a
financial year shall constitute a Stakeholders Relationship Committee consisting of a chairperson who shall be a non-
executive director and such other members as may be decided by the Board

Our Stakeholders’ Relationship Committee was constituted pursuant to a resolution of our Board Meeting dated November
20, 2023. The Stakeholders’ Relationship Committee comprises of:

Name of Director Status in Committee Nature of Directorship

Pallab Samajdar Chairman Independent Director
Rathin Kumar Ray Member Independent Director
Jai Prakash Singh Member Whole Time Director

Any member of this Committee ceasing to be a director shall also be ceased to be a member of this Committee. The
Company Secretary of the Company shall act as the Secretary of the Stakeholders’ Relationship Committee.

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Role of the Stakeholders Relationship Committee

• Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc;
• Review of measures taken for effective exercise of voting rights by shareholders;
• Review of adherence to the service standards adopted by the listed entity in respect of various services being
rendered by the Registrar & Share Transfer Agent;
• Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of
the company; and
• To carry out any other function as may be decided by the Board and as stated in the Companies Act, 2013 including
rules framed thereunder and Listing Regulations to the extent applicable.
The Stakeholders’ Relationship Committee shall meet at least once in a financial year.

❖ Nomination and Remuneration Committee

As per section 178 (1) of the Companies Act, 2013, The Board of Directors of every listed company and such other class
or classes of companies, as may be prescribed shall constitute the Nomination and Remuneration Committee consisting
of three or more non-executive directors out of which not less than one-half shall be independent directors: Provided
that the chairperson of the company (whether executive or non-executive) may be appointed as a member of the
Nomination and Remuneration Committee but shall not chair such Committee.

Our Nomination and Remuneration Committee was constituted pursuant to a resolution of our Board Meeting dated
December 30, 2023. The Nomination and Remuneration Committee comprises of:

Name of Director Status in Committee Nature of Directorship

Rathin Kumar Ray Chairman Independent Director
Pallab Samajdar Member Independent Director
Shakuntala Singh Member Non-Executive Director
Jai Prakash Singh Member Whole Time Director

Any member of this Committee ceasing to be a director shall also be ceased to be a member of this Committee. The
Company Secretary of the Company shall act as the Secretary of the Nomination and Remuneration Committee.

Role of the Nomination and Remuneration Committee

The scope, functions and the terms of reference of the Nomination and Remuneration Committee is in accordance with the
Section 178 of the Companies Act, 2013 read with rules framed thereunder.

Set forth below are the role of our Nomination and Remuneration Committee:
• Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial
personnel and other employees;
• For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the
balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description
of the role and capabilities required of an independent director. The person recommended to the Board for
appointment as an independent director shall have the capabilities identified in such description. For the purpose of
identifying suitable candidates, the Committee may:
o use the services of an external agencies, if required;
o consider candidates from a wide range of backgrounds, having due regard to diversity; and
o consider the time commitments of the candidates.
• Formulation of criteria for evaluation of performance of independent directors, the board of directors, committees of
the board and reviewing implementation and compliance;
• Devising a policy on diversity of board of directors;
• Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down and recommend to the board of directors their appointment and removal.
• To extend or continue the term of appointment of the independent director, on the basis of the report of performance
evaluation of independent directors.
• To recommend to the Board, all remuneration, in whatever form, payable to senior management.
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The Committee shall meet at least once in a financial year and 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 at
least one independent director in attendance.

❖ Corporate Social Responsibility Committee:

As per section 135 (1) of the Companies Act, 2013, Every company having net worth of rupees five hundred crore or
more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during any
financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more
directors, out of which at least one director shall be an independent director.

The Corporate Social Responsibility committee is not applicable to our company till the date of this draft prospectus. We
will comply with the requirement as and when the CSR is applicable to us.

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MANAGEMENT ORGANIZATIONAL STRUCTURE:

Chief Financial Officer

Managing Director
Company Secretary &
Compliance Officer
Board of Director

Wholetime Director

Non-Executive Director

Independent Directors

OUR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

The details of the Key Managerial Personnel and Senior Management as on the date of this draft prospectus are set out
below. All the Key Managerial Personnel and Senior Management are permanent employees of our Company. Except for
certain statutory benefits, there are no other benefits accruing to the Key Managerial Personnel and Senior Management.

1. Anand Kumar Singh, aged about 53 years, is the Promoter and Managing Director of our Company. For details,
please refer section titled “Our Management” beginning on page no. 166 of this Draft Prospectus.

2. Jai Prakash Singh, aged about 75 years, is the Promoter and Whole time Director & Chairman of our Company. For
details, please refer section titled “Our Management” beginning on page no. 166 of this Draft Prospectus.

3. Shashi Kant Tiwari, aged about 57 years, is the Chief Financial Officer of Our Company. He has been associated
with our Company since August 01, 2012 as Senior Manager – Accounts & Finance and thereafter he was appointed
as Chief Financial Officer since January 11, 2023. Prior to joining Sylvan, he was associated with our Group Company
M/s. Shree Krishna Timber Co. Private Limited since May 01, 2001 as Manager – Accounts & Finance. He has
completed his degree in Master of Arts from Kashi Vidyapeeth in the year 1995. He has also completed his degree in
Master of Commerce from Gorakhpur University in the year 1988. He has more than 20 years of experience in
financial operations and related matters of the Company including ensuring tax compliance in all the accounting
activities.

4. Rajneesh Mishra, aged 39 years, is the Company Secretary and Compliance Officer of our Company with effect from
June 01, 2018. He holds a Bachelors Degree in Commerce from University of Calcutta in the year 2007. He is a
qualified company secretary and Fellow member of the Institute of Company Secretaries of India and is responsible
for secretarial and compliance matters of the company. Prior to joining our Company, he has worked in the field of
Accounts in M/s. Riga Sugar Company Limited from July 20, 2007 to July 31, 2015 and has worked in the field of
corporate secretarial, legal and compliance in M/s. IKF Technologies Limited from August 01, 2015 to May 31, 2018.
He has over 15 years of experience in accounts, corporate secretarial, legal and compliance and other applicable laws
in India. He is responsible for handling secretarial and compliance matters of our Company.

STATUS OF KEY MANAGEMENT PERSONNEL OR SENIOR MANAGEMENT IN OUR COMPANY

All our key managerial personnel or Senior Management are permanent employees of our Company.

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SHAREHOLDING OF KEY MANAGEMENT PERSONNEL OR SENIOR MANAGEMENT IN OUR COMPANY

The details of the shareholding of our Key Management Personnel or Senior Management as on the date of this draft
prospectus are as follows: -

Percentage of Percentage of
Sl. Name of the Director No. of Equity
Category/ Status Pre-Issue Post-Issue
No. Shareholder Shares
Capital (%) Capital (%)
1 Anand Kumar Singh Managing Director 1,24,515 0.87% 0.64%
Whole Time Director &
2 Jai Prakash Singh 22,85,100 16.01% 11.79%
Chairman

BONUS OR PROFIT-SHARING PLAN OF THE KEY MANAGERIAL PERSONNEL OR SENIOR

MANAGEMENT

Our Company does not have a performance linked bonus or a profit-sharing plan for the Key Management Personnel or
Senior Management. However, our Company pays incentive to all its employees based on their performance including the
Key Managerial Personnel or Senior Management of our Company.

INTERESTS OF KEY MANAGEMENT PERSONNEL OR SENIOR MANAGEMENT

Except as mentioned above in this draft prospectus, the Key Management Personnel or Senior Management do not have
any interest in our Company, other than 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.

PAYMENT OF BENEFITS TO OFFICERS OF OUR COMPANY (NON-SALARY RELATED)

Except as disclosed in this draft prospectus and any statutory payments made by our Company to its officers, our Company
has not paid any sum, any non-salary related amount or benefit to any of its officers or to its employees including amounts
towards super-annuation, ex-gratia/rewards.

Except statutory benefits upon termination of employment in our Company or superannuation, no officer of our Company
is entitled to any benefit upon termination of such officer’s employment in our Company or superannuation. Contributions
are made by our Company towards provident fund, gratuity fund and employee state insurance.

Except as stated under section titled “Financial Information as Restated” beginning on page no 193 of this draft
prospectus, none of the beneficiaries of loans and advances or sundry debtors are related to our Company, our Directors or
our Promoter.

RELATIONSHIP AMONGST THE KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT OF OUR

COMPANY

Director Other Director Relation

Anand Kumar Singh Jai Prakash Singh Son of Jai Prakash Singh

RELATIONSHIP BETWEEN THE DIRECTORS AND KEY MANAGERIAL PERSONNEL OR SENIOR

MANAGEMENT

Director Other Director Relation

Jai Prakash Singh Son
Anand Kumar Singh
Shakuntala Singh Son
Anand Kumar Singh Father
Jai Prakash Singh
Shakuntala Singh Spouse
Jai Prakash Singh Spouse
Shakuntala Singh
Anand Kumar Singh Mother

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ARRANGEMENT AND UNDERSTANDING WITH MAJOR SHAREHOLDERS/CUSTOMERS/ SUPPLIERS

None of the above Key Managerial Personnel or Senior Management have been selected pursuant to any
arrangement/understanding with major shareholders/customers/suppliers.

DETAILS OF SERVICE CONTRACTS OF THE KEY MANAGERIAL PERSONNEL OR SENIOR

MANAGEMENT

Except for the terms set forth in the appointment letters, the Key Managerial Personnel or Senior Management have not
entered into any other contractual arrangements with our Company for provision of benefits or payments of any amount upon
termination of employment.

EMPLOYEE STOCK OPTION OR EMPLOYEE STOCK PURCHASE

Our Company has not granted any options or allotted any Equity Shares under the ESOP Scheme as on the date of this
draft prospectus.

LOANS AVAILED BY DIRECTORS / KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT OF

OUR COMPANY

None of the Directors or Key Managerial Personnels or Senior Management have availed loan from our Company which is
outstanding as on the date of this draft prospectus.

CHANGES IN OUR COMPANY’S KEY MANAGERIAL PERSONNEL OR SENIOR MANAGEMENT DURING

THE LAST THREE (3) YEARS

The changes in the Key Managerial Personnel or Senior Management of our Company in the last three (3) years are as
follows:

Name Date Designation Reason

Anand Kumar Singh 05-05-2023 Managing Director Re-appointment
Jai Prakash Singh 05-05-2023 Whole Time Director & Chairman Re-appointment
Shashi Kant Tiwari 11-01-2023 Chief Financial Officer Appointment

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OUR PROMOTERS AND PROMOTER GROUP

1. Our Promoters:

The Promoters of our Company are (i) Mr. Anand Kumar Singh and (ii) M/s. Singh Suppliers Private Limited.

As on the date of this draft prospectus, our Promoters jointly hold 1,05,00,230 Equity Shares which in aggregate,
almost constitutes 73.56% of the pre issued paid-up Equity Share capital of our Company. For details of the build-up
of the Promoters’ shareholding in our Company, see “Capital Structure”, on page 60 of this Draft Prospectus.

(i) Details of Individual Promoters of our Company

Anand Kumar Singh, aged 53 years, is the Promoter and Managing Director
of the company. For further personal details, please also refer to section titled
“Our Management” beginning on page 166 of this draft prospectus.

Name of Promoter Anand Kumar Singh

Father’s Name Jai Prakash Singh
Date of Birth 29-12-1970
Age 53 years
Qualification Under Graduate
Occupation Business
Nationality Indian
Flat 3B, Classica Apartment, 2/8B Sarat Bose Road, L.R. Sarani, Kolkata-
Address
700020, West Bengal, India
DIN 00651384
PAN AJQPS5322N
1. Shree Krishna Timber Co. Private Limited
2. Rosewood Dealers Private Limited (Amalgamated)
3. Silvertoss Industries Private Limited
Directorship in other companies
4. Sylvan Vincom Private Limited (Amalgamated)
5. Singh Suppliers Private Limited
6. Laptop Vyapaar Private Limited (Amalgamated)
Other Ventures Anand Kumar Singh (HUF)
Our Company confirms that it will submit the details of the PAN, Bank Account Number, Passport number, Aadhaar
card number and driving license number of our Promoters to NSE separately at the time of filing the draft prospectus.

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(ii) Details of Body Corporate Promoters of our Company:

Singh Suppliers Private Limited (SSPL)

Corporate Information:

Singh Suppliers Private Limited was incorporated as Private Limited Company under the provisions of
Companies Act, 1956 vide Certificate of Incorporation dated December 19, 2001 bearing Corporate Identification
Number U51909WB2001PTC094028. The Registered office of SSPL is situated at Adventz Infinity@5, Block-
BN5, Office No. 802, Sector-V, Salt Lake, Kolkata – 700091, West Bengal, India.

The SSPL was engaged in the business of Trading of Logs and Sawn Timber till March 31, 2018. However, as on
the date of the Draft prospectus, SSPL is not engaged in any business activities except holding shares of our
Group Companies.

As on date of filing of Draft Prospectus, our Corporate Promoter, Singh Suppliers Private Limited is not engaged
in business of competing with that of our Company.

Singh Suppliers Private Limited was not the original prompter of our Company, and initially acquired shares in
our company on October 27, 2005, it currently holds 1,03,75,715 Equity Shares of the Company, which
constitutes 72.69% of pre-issued paid-up share capital of our company.

Promoters of SSPL:

1. Anand Kumar Singh

2. Kalyani Singh

Board of Directors of SSPL:

1. Anand Kumar Singh

2. Kalyani Singh

Details of Change in Control:

There has been no change in the control of Singh Suppliers Private Limited in the three years immediately
preceding the filing of this Draft Prospectus.

Capital Structure of Singh Suppliers Private Limited:

Particulars Aggregate Nominal Value (in ₹)

Authorized Share Capital
81,85,000 Equity Shares of Rs. 10/- each 8,18,50,000
Issued, subscribed and paid-up Equity Share Capital
30,61,233 Equity Shares of Rs. 10/- each 3,06,12,330

Shareholding Pattern of Singh Suppliers Private Limited as on 31.03.2023:

Name of Shareholders No. of Shares % of Shareholding

Jai Prakash Singh 10,78,600 35.23%
Shakuntala Singh 4,03,260 13.17%
Anand Kumar Singh 3,89,000 12.71%
Anand Kumar Singh (HUF) 3,01,193 9.84%
Kalyani Singh 2,78,000 9.08%
Jai Prakash Singh (HUF) 1,89,000 6.17%
Amitabh Singh (HUF) 1,59,000 5.19%
Priti Singh 87,620 2.86%
Gayatri Singh 28,620 0.93%
Amitabh Singh 11,000 0.36%
Archana Singh 9,000 0.29%
Vijay Shankar Shukla 82,820 2.71%
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Name of Shareholders No. of Shares % of Shareholding

Piyush Mishra 26,620 0.87%
Bhadohi Carpets Private Limited 17,500 0.57%
Total 30,61,233 100.00%

Financial Information of SSPL (Standalone)

Particulars FY 2022-23 FY 2021-22 FY 2020-21

Share Capital 306.12 306.12 332.22
Reserves and Surplus 2,285.32 2,285.36 2,459.18
Net Worth 2,591.44 2,591.48 2,791.40
Total Income 84.11 10.06 19.36
Profit/(Loss) after Tax (0.04) (4.17) 10.02
Earnings Per Share (face value of ₹ 10/- each) (0.00) (0.14) 0.30
Net Asset Value Per Share (₹) 84.65 84.65 84.02

Declaration by our Corporate Promoter

Our Company confirms that it will submit the details of the PAN, Bank Account Number, Company Registration
Number and addresses of the Registrars of Companies of our Promoters to NSE separately at the time of filing the
draft prospectus.

CHANGE IN THE MANAGEMENT AND CONTROL OF OUR COMPANY

There has not been any change in the control of our Company in the five years immediately preceding the date of this Draft
Prospectus.

EXPERIENCE OF OUR PROMOTERS IN THE BUSINESS OF OUR COMPANY

For details in relation to experience of our Promoters in the business of our Company, please refer the chapter titled “Our
Management” beginning on page 166 of this Draft Prospectus.

INTERESTS OF OUR PROMOTERS

Interest in the Promotions of our Company:

Our Promoters are interested in our Company to the extent of the promotion of our Company and to the extent of their
respective equity shareholding in our Company and any dividend distribution that may be made by our Company with
respect to their equity shares in the future. For details pertaining to our Promoter’s shareholding, please refer to chapter
titled “Capital Structure” beginning on page 60 of this Draft Prospectus.

Interest in the property of our Company:

Except as given in the chapter titled “Our Business” beginning on page 126 of this Draft Prospectus, our Promoters or
Group Company do not have any interest in any property acquired by our Company in the preceding three (3) years of the
date of this Draft Prospectus or proposed to be acquired by it or in any transaction in acquisition of land or any
construction of building or supply of machinery.

Interest as Member of our Company:

As on the date of this Draft Prospectus, our Promoter and Promoter Group collectively hold 1,42,46,330 equity shares of
our Company and is therefore interested to the extent of their shareholding and the dividend declared, if any, by our
Company. Except to the extent of shareholding of the Promoter in our Company and benefits as provided in the section
titled “Our Management” in that Remuneration details of our Directors on page 166 of this Draft Prospectus, our
Promoter does not hold any other interest in our Company.

Interest in transactions for acquisition of land, construction of building and supply of machinery:
None of our Promoters or Directors is interested in any transaction for the acquisition of land, construction of building or
supply of machinery.

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Interest of Promoters in Sales and Purchases:

There are no sales/purchases between our Company and our Group Entity other than as stated in the section titled
“Financial Information - Related Party Transactions” beginning on page no. 222 of this draft prospectus.

Other Interests in our Company:

For transactions in respect of loans and other monetary transactions entered in past please refer “Financial Information -
Related Party Transactions” beginning on page no. 222 of this draft prospectus.

Further, our promoters may be interested to the extent of personal guarantees given by them in favour of the Company’s
Bankers. For the details of Personal Guarantee given by Promoters towards Financial facilities availed by our Company,
please refer to “Financial Indebtedness” and “Financial Statements as Restated” on page 226 and 193 respectively of
this Draft Prospectus.

Except as disclosed in this draft prospectus, our Promoters have not entered into any contract, agreements or arrangements
in which our Promoters are directly or indirectly interested, and no payments have been made to them in respect of the
contracts, agreements or arrangements which are proposed to be made with them including the properties purchased by our
Company other than in the normal course of business.

Confirmations:
Our Company hereby confirms that:
➢ None of our Promoters or Directors have been declared as a wilful defaulter or fraudulent borrower or is a fugitive
economic offender.

➢ Neither our Company nor our Promoters, Promoter Group and Directors our Company are debarred from accessing the
Capital Market by SEBI

➢ None of the promoters or directors of our Company is a promoter or director of any other company which is debarred
from accessing the capital market by SEBI.

PAYMENT OR BENEFITS TO THE PROMOTERS IN THE LAST TWO (2) YEARS

No payment or benefit has been made to the Promoters except as disclosed in the related party transaction. For further
details, please refer to section titled “Financial Information - Related Party Transactions” beginning on page no. 222 of
this draft prospectus.

LITIGATION DETAILS PERTAINING TO OUR PROMOTERS

For details on litigations and disputes pending against the Promoters and defaults made by our Promoters please refer to
section titled “Outstanding Litigations and Material Developments” beginning on page no. 239 of this draft prospectus.

DISASSOCIATION BY THE PROMOTERS IN THE LAST THREE YEARS

None of our Promoters have disassociated themselves from any of the entities in the last three years.

MATERIAL GUARANTEES PROVIDED BY OUR PROMOTERS

Except as stated in the chapter titled “Financial Indebtedness” beginning on page 226 of this Draft Prospectus, there are
no material guarantees given by our Promoters to third parties with respect to specified securities of the Company as on the
date of this Draft Prospectus.

EXPERIENCE OF OUR PROMOTERS IN THE BUSINESS OF OUR COMPANY

For details in relation to experience of our Promoters in the business of our Company, please refer the chapter titled “Our
Management” beginning on page 166 of this Draft Prospectus.

COMMON PURSUITS OF PROMOTERS AND PROMOTER GROUP ENTITIES

As on the date of this Draft Prospectus, none of our Promoters and Promoter Group Entities have any common pursuits.

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1. Our Promoter Groups:

In compliance with SEBI Guideline, “Promoter Group” pursuant to the regulation 2(1)(pp) of SEBI (Issue of Capital and
Disclosure Requirements) Regulations, 2018, we confirm that following persons are part of promoter group:

A) Promoter

As per Regulation 2(1)(pp)(i) of the SEBI ICDR Regulations, the following are the Promoters:

 M/s. Singh Suppliers Private Limited

 Anand Kumar Singh

B) Immediate Relatives of the Promoter

As per Regulation 2(1)(pp)(ii) of the SEBI ICDR Regulations, the following individuals form part of our Promoter
Group:

Name of the Promoters

Relationship
Anand Kumar Singh
Father Jai Prakash Singh
Mother Shakuntala Singh
Brother Amitabh Singh
Sister Anu Singh, Priti Singh
Spouse Kalyani Singh
Son Prithvi Singh
Daughter Srishti Singh
Spouse’s Father Vijendra Pratap Singh
Spouse’s Mother Nirmala Singh
Spouse’s Brother Sudhir Kumar Singh
Spouse’s Sister NA
*NA means Not Applicable

C) Entities forming part of Promoter Group

As per Regulation 2(1)(pp)(iii) of the SEBI ICDR Regulations, in case Promoter is a Body Corporate

Nature of Relationship Entity

Shree Krishna Timber Co Private Limited,
Subsidiary or holding company of Promoter Company. Silvertoss Industries Private Limited
Sris Exim Private Limited
Any Body corporate in which promoter (Body 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).

As per Regulation 2(1)(pp)(iv) of the SEBI ICDR Regulations, in case Promoter is an Individual

Nature of Relationship Entity

Any Body Corporate in which 20% or more of the equity Singh Suppliers Private Limited,
share capital is held by promoter or an immediate relative of Silvertoss Industries Private Limited,
the promoter or a firm or HUF in which promoter or any one Sris Exim Private Limited.
or more of his immediate relatives is a member.
Any Body corporate in which Body Corporate as provided Shree Krishna Timber Co Private Limited.
above holds 20% or more of the equity share capital.
Any Hindu Undivided Family or firm in which the aggregate Anand Kumar Singh (HUF),
share of the promoter and his immediate relatives is equal to Jai Prakash Singh (HUF),
or more than twenty percent of total capital. Priya Exports,
Shivam Plywood.

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D) As per Regulation 2(1)(pp)(v) of the SEBI ICDR Regulations, all persons whose shareholding under the heading
“shareholding of the promoter group”:

• Jai Prakash Singh

• Shakuntala Singh
• Kalyani Singh
• Prithvi Singh

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GROUP ENTITIES OF OUR COMPANY

In compliance with SEBI Guideline, “Group Companies/Entities” pursuant to the regulation 2(1)(t) of SEBI (ICDR)
Regulations, 2018, shall include companies (other than promoter(s) and subsidiary/subsidiaries) with which there were
related party transactions, during the period for which financial information is disclosed, as covered under the applicable
accounting standards and also other companies as are considered material by the Board.
Based on the above, the below mentioned are considered as Group Entities of our Company (Companies which are no
longer associated with our company have not been disclosed as Group Companies).

1. Singh Suppliers Private Limited

For further details, kindly refer the chapter titled “Our Promoters and Promoter Group” on page no. 181 of this Draft
Prospectus.

3. Silvertoss Industries Private Limited

Name of the Entity Silvertoss Industries Private Limited

Category Private Company
1. Anand Kumar Singh
Name of Directors
2. Kalyani Singh
Company is engaged in the business of manufacturing
Brief Description and nature of the activity or sawn timber and allied products at its factory. In addition,
Business it engages in import and trading of timber logs and sawn
timber
Date of Incorporation 20.09.2002
PAN AAHCS2622J
179/E/D, N.T. Road Dirghanga, Baidyabati, Hooghly,
Registered Office Address
Serampore, West Bengal, India, 712222.
Audited Financial Information (₹ in Lakhs)
Particulars FY 2022-23 FY 2021-22 FY 2020-21
Share Capital 462.34 462.34 462.34
Reserves and Surplus 1685.94 2267.46 2765.55
Net Worth 2148.28 2729.80 3227.89
Total Income 3747.19 2987.58 4438.12
Profit/(Loss) after Tax (581.52) (498.09) (745.97)
Earning Per Share (face value of ₹ 10/- each) (12.58) (10.77) (16.13)
Net Asset Value Per Share (₹) 46.47 59.05 69.82

Shareholding Pattern of Silvertoss Industries Private Limited as on 31.03.2023

Name of the Shareholders No. of Shares % of Shareholding

Anand Kumar Singh 5,21,050 11.27
Jai Prakash Singh 1,20,000 2.60
Shakuntala Singh 2,43,500 5.27
Kalyani Singh 46,000 0.99
Singh Suppliers Private Limited 36,72,850 79.44
Kunal Kariwal 20,000 0.43
Total 46,23,400 100.00

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4. Shree Krishna Timber Co Private Limited

Name of the Entity Shree Krishna Timber Co Private Limited

Category Private Company
1. Anand Kumar Singh
Name of Directors
2. Kalyani Singh
Company is engaged in the business of trading, dealing,
and manufacturing sawn timber and allied products at its
Brief Description and nature of the activity or
factory. In addition it engages in the business of leasing,
Business
renting and constructing of warehouses, godowns, and
other similar establishments
Date of Incorporation 21.01.1999
PAN AAFCS1123G
179/E/D, N.T. Road Dirghanga, Baidyabati, Hooghly,
Registered Office Address
Serampore, West Bengal, India, 712222.
Audited Financial Information (₹ in Lakhs)
Particulars FY 2022-23 FY 2021-22 FY 2020-21
Share Capital 196.01 216.52 216.52
Reserves and Surplus 2465.99 2857.67 2934.51
Net Worth 2662.00 3074.19 3151.03
Total Income 104.20 1005.01 895.45
Profit/(Loss) after Tax (135.30) (77.66) (154.91)
Earning Per Share (face value of ₹ 10/- each) (6.85) (3.59) (6.77)
Net Asset Value Per Share (₹) 135.82 141.99 145.54

Shareholding Pattern of Shree Krishna Timber Co Private Limited as on 31.03.2023

Name of the Shareholders No. of Shares % of Shareholding

Anand Kumar Singh 1,25,300 6.39
Amitabh Singh 1,500 0.08
Shakuntala Singh 4,900 0.25
Kalyani Singh 20,500 1.05
Archana Singh 70,000 3.57
Anand Kumar Singh (HUF) 90,000 4.59
Amitabh Singh (HUF) 50,000 2.55
Singh Suppliers Private Limited 15,34,500 78.29
Pratibha Yadav 3,000 0.15
Doodhnath Yadav 3,000 0.15
Vijay Shankar Shukla 400 0.02
Sanjeev Kumar Singh 57,000 2.91
Total 19,60,100 100.00

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5. Sris Exim Private Limited

Name of the Entity Sris Exim Private Limited

Category Private Company
1. Priti Singh
Name of Directors
2. Srishti Singh
Company is engaged in the business as traders, dealers,
wholesalers, retailers and manufacturers of Timber,
Brief Description and nature of the activity or
Wooden Products, Plywood, Laminates, Adhesives,
Business
Fabrics of Wood and other natural synthetics and to carry
on the pilling and resin making activities
Date of Incorporation 07.11.2013
PAN AATCS8793E
NH-2, Delhi Road, Champsara Dhirghanga, Baidyabati,
Registered Office Address
Hooghly, Serampore, West Bengal, India, 712222
Audited Financial Information (₹ in Lakhs)
Particulars FY 2022-23 FY 2021-22 FY 2020-21
Share Capital 342.83 342.83 342.83
Reserves and Surplus 116.41 96.47 95.21
Net Worth 459.24 439.30 438.04
Total Income 67.39 21.48 21.16
Profit/(Loss) after Tax 19.94 1.25 (5.73)
Earning Per Share (face value of ₹ 10/- each) 0.58 0.04 (0.17)
Net Asset Value Per Share (₹) 13.40 12.82 12.78

Shareholding Pattern of Sris Exim Private Limited as on 31.03.2023

Name of the Shareholders No. of Shares % of Shareholding

Prithvi Singh 6,35,000 18.52
Priti Singh 1,51,000 4.40
Sristhi Singh 23,03,331 67.19
Abhijit Das 8,333 0.24
Amarjeet Chouhan 8,333 0.24
Atanu Das Mahapatra 8,333 0.24
Atanu Modak 8,333 0.24
Atanu Sinha 8,333 0.24
Bijay Behera 3,334 0.10
Dinesh Kumar Singh 3,334 0.10
Gour Hari Tamli 8,333 0.24
Hemanta Pal 3,334 0.10
Himanshu Singh 3,334 0.10
Jahid Husain 8,333 0.24
Manas Das 8,333 0.24
Manoj Das 8,333 0.24
Pradip Bhakat 8,333 0.24
Praveen Kumar Rai 8,333 0.24
Ratan Srivastava 8,333 0.24
Sanjay Kalita 3,334 0.10

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Name of the Shareholders No. of Shares % of Shareholding

Santosh Dubey 8,333 0.24
Shiv Shankar Prasad 3,334 0.10
Shyam Narayan Singh 3,334 0.10
Sonu Singh 3,333 0.10
Sumanta Bhukta 8,333 0.24
Sunil Kumar Bothra 1,79,000 5.22
Surajit Goswami 8,333 0.24
Surajit Samanta 8,333 0.24
Total 34,28,330 100.00

LITIGATION

Our Group Company is not party to any pending litigation which may have a material impact on our Company. For details,
see “Outstanding Litigation and Material Developments – Litigations involving Group Companies” beginning on page
239 of this Draft Prospectus.

NATURE AND EXTENT OF INTEREST OF GROUP COMPANIES

• Our Group Companies do not have any interest in the promotion of our Company.
• Our Group Companies are not interested in the properties acquired by our company in the three (3) years preceding
the filing of this Draft Prospectus or proposed to be acquired by our Company.
• Our Group Companies are not interested in any transactions for acquisition of plant, construction of building or
supply of machinery.

RELATED BUSINESS TRANSACTIONS WITHIN THE GROUP AND SIGNIFICANCE ON THE FINANCIAL
PERFORMANCE OF OUR COMPANY

Other than the transactions disclosed in the chapter titled “Restated Financial Statements - Related Party Transactions”
beginning on page 222 of this Draft Prospectus, there are no other business transactions between our Company and Group
Companies.

BUSINESS INTERESTS OR OTHER INTERESTS

Except as disclosed in the chapter “Restated Financial Statements” beginning on page 193 of Draft Prospectus, our Group
Company do not have or propose to have any business interest in our Company.

OTHER CONFIRMATIONS

• No equity shares of our Group Company are listed on any stock exchange.
• Except as disclosed, our Group Company has not made any public or rights issue (as defined under the SEBI ICDR
Regulations) of securities in the three years preceding the date of this Draft Prospectus. For further details, please see
the chapter “Other Regulatory and Statutory Disclosures” beginning on page 254 of this Draft Prospectus.
• None of the securities of our Group Company has been refused listing by any stock exchange in India or abroad
during last ten years, nor has our Group Company failed to meet the listing requirements of any stock exchange in
India or abroad.

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RELATED PARTY TRANSACTIONS

For details on related party transactions (As per the requirement under Accounting Standard 18 “Related Party Disclosure”

issued by ICAI) of our Company during the restated audit period as mentioned in this draft prospectus i.e., for the Nine

months ended December 31, 2023 and the financial year ended on 31st March 2023, 31st March 2022 and 31st March 2021

please refer to Section titled, “Financial Information - Related Party Transactions”, beginning on page 222 of this draft

prospectus.

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DIVIDEND POLICY

Our Company does not have any formal dividend policy for the equity shares. Our Company can pay Final dividends upon
a recommendation by Board of Directors and approval by majority of the members at the Annual General Meeting subject
to the provisions of the Articles of Association and the Companies Act, 2013. The Members of our Company have the right
to decrease, not to increase the amount of dividend recommended by the Board of Directors. The Articles of Association of
our Company also gives the discretion to Board of Directors to declare and pay interim dividends.

The dividends may be paid out of profits of our Company in the year in which the dividend is declared or out of the
undistributed profits or reserves of previous fiscal years or out of both which shall be arrived at after providing for
depreciation in accordance with the provisions of Companies Act, 2013. The declaration and payment of dividend will
depend on a number of factors, including but not limited to the results of operations, earnings, capital requirements and
surplus, general financial conditions, applicable Indian legal restrictions, contractual obligations and restrictions, restrictive
covenants under the loan and other financing arrangements to finance the various projects of our Company and other
factors considered relevant by our Board of Directors.

Our Company has not paid / declared any dividend in last three years from date of this Draft Prospectus.

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SECTION IX: FINANCIAL INFORMATION

FINANCIAL STATEMENTS AS RESTATED

Independent Auditor’s Examination report on Restated Financial Information of

Sylvan Plyboard (India) Limited

To,
The Board of Directors,
M/s Sylvan Plyboard (India) Limited
NH-2, Delhi Road, Champsara,
Chinnamore, Baidyabati, Hooghly-712222

Dear Sirs,

1. We have examined the attached Restated Financial Information of “Sylvan Plyboard (India) Limited” (the
“Company” or the “Issuer”) comprising the Restated Statement of Assets and Liabilities as at December 31,2023,
March 31,2023, 2022 and 2021, the Restated Statements of Profit and Loss and the Restated Cash Flow Statement
for the nine month period ended December, 2023 and for the years ended March 31,2023, 2022 and 2021, the
Summary Statement of Significant Accounting Policies, and other explanatory information (collectively, the
“Restated Financial Information”), as approved by the Board of Directors of the Company at their meeting held on
22.03.2024 for the purpose of inclusion in the Draft Prospectus/ Prospectus prepared by the Company in connection
with its proposed Initial Public Offer of equity shares (“IPO”) in SME platform of National Stock Exchange of
India Limited (“NSE EMERGE”).

2. These restated Summary Statement have been prepared in terms of the requirements of:

a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act")

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended("ICDR Regulations");and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).

3. The Company’s Board of Directors is responsible for the preparation of the Restated Financial Information for the
purpose of inclusion in the Draft Prospectus/ Prospectus to be filed with Securities and Exchange Board of India,
Registrar of Companies, West Bengal and the National Stock Exchange of India Limited in connection with the
proposed SME IPO. The Restated Financial Information has been prepared by the management of the Company on
the basis of preparation stated in Annexure IV to the Restated Financial Information. The Board of Directors of the
company responsibilities includes designing, implementing and maintaining adequate internal control relevant to the
preparation and presentation of the Restated Financial Information. The respective Board of Directors are also
responsible for identifying and ensuring that the Company complies with the Act, ICDR Regulations and the Guidance
Note.

4. We have examined such Restated Financial Information taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our engagement
letter dated 01.02.2024 in connection with the proposed IPO of equity shares of Sylvan Plyboard (India)
Limited on SME platform of National Stock Exchange of India Limited (“NSE EMERGE”);

b) The Guidance Note. The Guidance Note also requires that we comply with the ethical requirements of the Code of
Ethics issued by the ICAI;

c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence
supporting the Restated Financial Information; and

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d) The requirements of Section 26 of the Act and the ICDR Regulations. Our work was performed solely to assist
you in meeting your responsibilities in relation to your compliance with the Act, the ICDR Regulations and the
Guidance Note in connection with the IPO.

5. This Restated Financial Information have been compiled by the management from the Audited Financial Statements of
the Company for the nine month period ended December 31,2023 and for the financial years ended on March 31,2023,
March 31,2022 and March 31,2021, which has been approved by the Board of Directors.

a) Audited financial statements of the Company for the nine month period ended December 31, 2023 and for the
financial years ended March 31, 2023, 2022 and 2021 prepared in accordance with the Indian Accounting
Standards (Indian GAAP) which have been approved by the Board of Directors at their meeting held on
22.03.2024, 30.08.2023, 25.07.2022 and 23.11.2021 respectively.

6. For the purpose of our examination, we have relied on:

a) Auditors’ reports issued by us dated 22.03.2024 for the nine month period ended December 31, 2023 as referred
in Paragraph 5(a) above.
b) Auditors’ Report issued by previous auditor dated 30.08.2023, 25.07.2022, and 23.11.2021 on the financial
statements of the company as at and for the years ended March 31, 2023, 2022 and 2021, as referred in Paragraph
5(a)above.

The audits for the financial years ended March 31, 2023, 2022 and 2021 were conducted by the Company’s
previous auditors, M/s R T Yadava & Co, (the “Previous Auditors”), and accordingly reliance has been placed on
the financial statements of the examined by them for the said years.

7. Based on our examination and according to the information and explanations given to us, we report that:
a) The “Restated Summary Statement of Assets and Liabilities” as set out in Annexure I to this report, of the
Company as at for the nine month period ended December 31, 2023 and for the years ended March 31, 2023,
March 31, 2022 and March 31,2021 are prepared by the Company and approved by the Board of Directors. These
Restated summary Statement of Assets and Liabilities, have been arrived at after making such adjustments and
regroupings to the individual financial statements of the Company, as in our opinion were appropriate and more
These fully described in Significant Accounting Policies and Notes to Accounts as set out in Annexure IV to this
Report.

b) The “Restated Summary Statement of Profit and Loss” as set out in Annexure II to this report, of the
Company as at for the nine month period ended December 31, 2023 and for the years ended March 31, 2023,
March 31, 2022 and March 31,2021 are 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 to the individual financial statements of the Company, 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 this
Report.

c) The “Restated Summary Statement of Cash Flow” as set out in Annexure III to this report, of the Company as
at for the nine month period ended December 31, 2023 and for the years ended March 31, 2023, March 31, 2022
and March 31,2021 are prepared by the Company and approved by the Board of Directors. These Restated
summary Statement of Cash Flow have been arrived at after making such adjustments and regroupings to the
individual financial statements of the Company, 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 this Report.

d) The Restated Summary Statement has been prepared in accordance with the Act, ICDR Regulations and the
Guidance Note.

e) The Restated Summary Statements have been made after incorporating adjustments for the changes in accounting
policies retrospectively in respective financial period/years to reflect the same accounting treatment as per the
changed accounting policy for all reporting periods, if any;
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f) The Restated Summary Statements have been made after incorporating adjustments for prior period and other
material amounts in the respective financial years/period to which they relate, if any and there are no
qualifications which require adjustments;

g) Extra-ordinary items that needs to be disclosed separately in the accounts has been disclosed wherever required;

h) There were no qualifications in the Audit Reports issued by the Statutory Auditors as at for the nine month period
ended December 31, 2023 and for the years ended March 31, 2023, March 31, 2022 and March 31,2021 which
would require adjustments in this Restated Financial Statements of the Company;

i) 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 this report;

j) Adjustments in Restated Summary Statements if any have been made in accordance with the correct accounting
policies in the Restated Summary Statements;

k) There was no change in accounting policies, which needs to be adjusted in the Restated Summary Statements

l) There are no revaluation reserves, which need to be disclosed separately in the Restated Financial Statements;

m) The company has not proposed any dividend in past effective for the said period.

8. We have also examined the following other financial information relating to the Company prepared by the
Management and as approved by the Board of Directors of the Company and annexed to this report relating to the
Company as at for the nine month period ended December 31, 2023 and for the years ended March 31, 2023, March
31, 2022 and March 31,2021 proposed to be included in the Draft Prospectus/ Prospectus
Annexure No. Particulars
I Restated Statement of Assets & Liabilities
1 Restated Statement of Share Capital
2 Restated Statement of Reserves & Surpluses
3 Restated Statement of Long-Term Borrowings
4 Restated Statement of Short-Term Borrowings
5 Restated Statement of Trade Payable
6 Restated Statement of Other Current Liabilities
7 Restated Statement of Short-Term Provisions
8 Restated Statement of Property, Plant & Equipments & Intangible Assets
9 Restated Statement of Deferred Tax Assets
10 Restated Statement of Other Non-Current Assets
11 Restated Statement of Inventories
12 Restated Statement of Trade Receivable
13 Restated Statement of Cash & Cash Equivalent
14 Restated Statement of Short-Term Loans and Advances
15 Restated Statement of Other Current Assets
II Restated Statement of Profit & Loss
16 Restated Statement of Revenue from operations
17 Restated Statement of Other Income
18 Restated Statement of Cost of Material Consumed
19 Restated Statement of Purchase of Stock In Trade
20 Restated Statement of Changes in Inventories of Finished Goods, Work-in-progress and
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Annexure No. Particulars

Stock-in-Trade
21 Restated Statement of Employees Benefit Expenses
22 Restated Statement of Finance Costs
23 Restated Statement of Depreciation & Amortization
24 Restated Statement of Other Expenses
25 Restated Statement of Basic and Diluted Earnings Per Share
Other Annexures:
III Cash Flow Statement
IV Statement of Significant Accounting Policies
V Notes to the Re-stated Financial Statements
VI Statement of Accounting & Other Ratios, As Restated
VII Statement of Capitalization, As Restated
VIII Statement of Tax Shelter, As Restated
IX Statement of Related Parties & Transactions, As Restated
X Statement of Dividends
XI Changes in the Significant Accounting Policies
XII Contingent Liabilities
9. We, M/s. Dokania S. Kumar Co. Chartered Accountants have been subjected to the peer review process of the Institute
of Chartered Accountants of India (“ICAI”) and hold a valid peer review certificate issued by the “Peer Review
Board” of the ICAI which is valid till 31.07.2025

10. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates
of the reports on the special purpose interim financial statements and audited financial statements mentioned in
paragraph 5 above.

11. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued
by us, nor should this report be construed as a new opinion on any of the financial statements referred to herein.

12. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

13. Our report is intended solely for use of the Board of Directors for inclusion in the Draft Prospectus/ Prospectus to be
filed with Securities and Exchange Board of India, the stock exchanges and Registrar of Companies, West Bengal in
connection with the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose
except with our prior consent in writing. Accordingly, we do not accept or assume any liability or any duty of care for
any other purpose or to any other person to whom this report is shown or into whose hands it may come without our
prior consent in writing.

For Dokania S. Kumar & Co.

Chartered Accountants
Firm Registration No.: 322919E

Sd/-

(CA Sourav Dokania)

Partner
Membership No. 304128
UDIN: 24304128BKAPWD6605
Place: Kolkata
Date: 22.03.2024

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ANNEXURE – I

SUMMARY STATEMENT OF ASSETS & LIABILITIES, AS RESTATED

(INR in Lacs)
Note As at As at As at As at
Particulars
No 31.12.2023 31.03.2023 31.03.2022 31.03.2021
I. EQUITY AND LIABILITIES
(1) Shareholder’s Funds

(a) Share Capital 1 1,427.48 929.64 909.21 909.21

(b) Reserves and Surplus 2 8,029.28 7,882.14 7,374.05 7,068.74

9,456.77 8,811.78 8,283.26 7,977.95

(2) Non-Current Liabilities

(a) Long Term Borrowings 3 526.65 577.94 796.05 773.79

(3) Current Liabilities

(a) Short Term Borrowings 4 5,927.88 4,922.61 3,783.19 3,927.37

(b) Trade Payables

(i) total outstanding dues of micro and small enterprises 5 26.66 43.41 23.73 26.53

(ii) total outstanding dues other than micro and small enterprises 5,211.63 5,622.81 4,550.21 3,398.49

(c) Other Current Liabilities 6 493.05 391.07 696.67 427.59

(d) Short-Term Provisions 7 84.11 28.85 9.21 19.10

Total 21,726.74 20,398.47 18,142.32 16,550.83

II.ASSETS
(1) Non-Current Assets
(a) Property, Plant and Equipment & Intangible Assets

(i) Property, Plant and Equipment 8 2,249.16 1,991.58 2,041.84 1,876.23

(ii) Capital Work-in-Progress 81.41 84.01 - -

(b) Deferred Tax Asset (Net) 9 (12.84) 23.93 10.31 3.46

€ Other Non Current Assets 10 391.56 706.94 537.17 444.78

(2) Current Assets

(a) Inventories 11 13,208.33 13,161.76 10,656.54 10,516.10

(b) Trade Receivables 12 3,960.24 3,852.61 4,050.57 2,919.13

€ Cash and Cash Equivalents 13 1,653.58 310.26 558.15 410.31

(d) Short-Term Loans and Advances 14 170.91 240.75 247.87 208.09

€ Other Current Assets 15 24.40 26.62 39.87 172.73

Total 21,726.74 20,398.47 18,142.32 16,550.83

Note: The above statement should be read with the notes to the Restated Summary Statements as appearing in Annexure- IV and
Statement of Restatement Adjustments to Audited Financial Statements appearing in Annexure V.

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ANNEXURE - II

SUMMARY STATEMENT OF PROFIT & LOSS, AS RESTATED

(INR in Lacs)
Period Year Ended Year Ended Year Ended
Particulars Note Ended Dec March 31, March 31, March 31,
31, 2023 2023 2022 2021
I. Income

Revenue from Operations 16 16,079.18 19,807.26 17,182.35 10,889.27

Other Income 17 114.06 108.06 110.28 139.64

II. Total Income 16,193.24 19,915.32 17,292.63 11,028.91

III. Expenses:

Cost of Materials Consumed 18 9,927.40 12,659.06 11,578.43 7,371.48

Purchase of Stock-in-trade 19 634.45 1,528.57 1,738.26 464.26

Changes in Inventories of Finished Goods, Work-in-
progress and Stock-in-trade 20 630.47 (1,330.11) (1,369.76) (738.92)

Employee Benefit Expenses 21 778.79 855.99 686.27 550.76

Finance Costs 22 664.39 725.18 560.39 699.42

Depreciation and Amortization Expenses 23 165.39 233.79 210.16 195.18

Other Expenses 24 2,740.26 4,781.93 3,495.75 2,435.83

IV. Total Expenses 15,541.15 19,454.41 16,899.50 10,978.01

V. Profit Before Exceptional Items and Tax

652.09 460.91 393.13 50.90
VI. Exceptional Items - - - -

VII. Profit Before Tax (VII - VIII) 652.09 460.91 393.13 50.90
VIII. Tax Expenses:

(1) Current Tax 167.34 121.68 94.66 20.68

(2) Earlier Years Taxes - - - -

(3) Deffered Tax 36.77 (13.62) (6.84) (6.88)

IX. Profit for the Period After Tax 447.98 352.85 305.31 37.09
X. Earning Per Equity Share

Basic/ Diluted Earnings Per Share of Rs.10/- Each 25 3.14 3.80 3.36 0.41

Basic/ Diluted Earnings Per Share of Rs.10/- Each 25 3.14 2.53 2.24 0.27
~(Post Bonus with retrospective effect )
Note: The above statement should be read with the notes to the Restated Summary Statements as appearing in Annexure- IV and
Statement of Restatement Adjustments to Audited Financial Statements appearing in Annexure V.

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ANNEXURE - III

SUMMARY STATEMENT OF CASH FLOW, AS RESTATED

(INR in Lacs)
For the Period
For the Year ended on
PARTICULARS ended
on 31/12/2023 31-03-2023 31-03-2022 31-03-2021
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit Before Tax as per Profit & Loss A/c 652.09 460.91 393.13 50.90
Add: Adjusted for Non Operating Expenses/Items
Depreciation & Amortisation 165.39 233.79 210.16 195.18
Interest Expenses & Finance Cost 664.39 725.18 560.39 699.42
Loss on Sale of Machinery - - - 3.97
Less: Adjusted for Non Operating Income/Items
Interest Received 35.24 45.02 42.47 44.73
Adjustment for Gratuity 0.00 4.56 1.00 8.59
Insurance Claim 28.69 - - 4.61
Profit on Sale of Assets 7.61 13.44 45.44 -
Rent Received 7.07 0.92 0.24 0.97
Operating profit before charging working capital 1,403.26 1,355.94 1,074.53 890.57
Adjusted for :
Decrease/(Increase) in Receivables (34.31) 248.98 (1,226.06) 918.64
Decrease/(Increase) in Inventories (46.57) (2,505.22) (140.44) 508.31
Increase/(Decrease) in Trade Payables (427.93) 1,092.28 1,148.92 (1,585.03)
Increase/(Decrease) in Other Current Liabilities 101.98 (305.60) 269.08 (129.92)
Income Tax Paid During the Year 112.33 94.66 23.68 103.59
Net Cash Flow From Operating Activities (A) 884.11 (208.28) 1,102.35 498.98

B. CASH FLOW FROM INVESTING ACTIVITES

Interest Received 35.24 45.02 42.47 36.41
Rent Received 7.07 0.92 0.24 0.97
Sale Proceeds of Fixed Assets 16.61 36.41 91.00 69.99
Insurance Claim Received 28.69 - - 4.61
Purchase of Fixed Assets 429.37 290.51 421.32 211.18
Investment in FD (314.38) 203.21 (15.41) (629.35)
Net Cash Generated/(Used) From Investing Activities (B) (27.38) (411.37) (272.20) 530.14

C. CASH FLOW FROM FINANCING ACTIVITES

Increase in Share Capital 22.01 20.42 - -
Security Premium Received 174.99 155.22 - -
Interest & Finance Cost 664.39 725.18 560.39 699.42
Increase in Long Term Borrowings 168.14 (232.33) 23.80 1,007.84
Net Cash Generated/(Used) From Financing Activities (C) (299.25) (781.87) (536.59) 308.42

Net Increase / ( Decrease ) in Cash and Cash Equivalents 557.48 (1,401.53) 293.56 1,337.55
Cash and Cash equivalents at the beginning of the Year (4,260.52) (2,858.99) (3,152.55) (4,490.09)
Cash and Cash equivalents at the end of the Year (3,703.04) (4,260.52) (2,858.99) (3,152.55)
Notes:
1. The above Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard -3 'Cash Flow
Statement'. Previous year's figures have been regrouped / rearranged / recasted wherever necessary to make them comparable with those
of current year.
2. The above statement should be read with the notes to the Restated Summary Statements as appearing in Annexure- IV and Statement
of Restatement Adjustments to Audited Financial Statements appearing in Annexure V.

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Annexure IV

1. Background of the company:

Sylvan Plyboard (India) Limited is a Public Unlisted Limited company domiciled in India and incorporated under the
provisions of the Companies Act, 1956. The Company incorporated in the year 2002 having its current registered office at
NH-2 Delhi Road, Champsara, Chinnamore, Baidyabati, Hooghly, West Bengal-712222.

2. Nature of Operation:
Company is engaged in the business of manufacturing plywood, block board, flush door, veneers and allied products at its
factory located at Baidyabati, West Bengal. In addition, it engages in import and trading of timber logs and sawn timber.

3. Statement of Significant Accounting Policies

The accounting policies set out below have been applied consistently to the period presented in these financial statements.

Basis of Preparation of Financial Statements:

The financial statements have been prepared to comply in all material aspects with the Generally Accepted Accounting
Principles in India (Indian GAAP), including the Accounting Standards prescribed under section 133 of the Companies
Act, 2013 (Act) read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions relating to the Act (to the extent
notified) and other accounting principles generally accepted in India, to the extent applicable. The financial statements are
prepared on accrual basis under the historical cost convention. The financial statements are presented in Indian rupees. The
financial statements are prepared under Division I of the Schedule III of the Companies Act, 2013.
The financial statements are presented in Indian rupees, which is the functional currency of the country and all values are
rounded off to Lacs except when otherwise indicated.

The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

Use of Estimates:
The preparation of the financial statements in conformity with GAAP requires management to make judgments, estimates
and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities as at the date
of the financial statements and the reported amount of revenues and expense during the reporting period. Accounting
estimates could change from one period to another. Actual results could differ from those estimates. Any revision to
accounting estimates is recognized prospectively in current and future periods as and when the Management becomes
aware of the changes in circumstances surrounding the estimates. Changes in estimates are reflected in the period in which
the changes are made and, if material, their effects are disclosed in the notes to the financial statements.

Operating Cycle
Based on the nature of products/activities of the company and the normal time between acquisition of assets and their
realization in cash or cash equivalents, the company has determined its operating cycle as 12 months for the purpose of
classification of its assets and liabilities as current and non current.

Current and Non-Current Assets:

All assets and liabilities are classified into current and non-current.

Assets:
An asset is classified as current when it satisfies any of the following criteria:
a) It is expected to be realized in, or is intended for sale or consumption in, the Company's normal operating cycle;
b) It is held primarily for the purpose of being traded;
c) It is expected to be realized within 12 months after the reporting date; or
d) It is cash or cash equivalent unless it is restricted from being exchanged or used to settle a liability for at-least 12 months
after the reporting date.
Current assets include the current portion of non-current financial assets. All other assets are classified as non-current.

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Liabilities:
A liability is classified as current when it satisfies any of the following criteria:
a) It is expected to be settled in the Company's normal operating cycle;
b) It is held primarily for the purpose of being traded;
c) It is due to be settled within 12 months after the reporting date; or
d) The Company does not have an unconditional right to defer settlement of the liability for atleast 12 months after the
reporting date.

Current liabilities include current portion of non-current financial liabilities. All other liabilities are classified as non-
current.
Deferred tax assets and liabilities are classified as non-current assets and liabilities.

Property, Plant and Equipment and Depreciation:

Property, plant and equipment are carried at cost of acquisition or construction net of recoverable taxes, trade discounts and
rebates less accumulated depreciation and/or accumulated impairment loss, if any. The cost of an item of property, plant
and equipment comprises its purchase price, including import duties and other non-refundable taxes or levies and any
directly attributable cost of bringing the asset to its working condition for its intended use; any trade discounts and rebates
are deducted in arriving at the purchase price. Subsequent expenditures related to an item of property, plant and equipment
(except land) are added to its book value only if they increase the future benefits from the existing asset beyond its
previously assessed standard of performance. The valuation and recognition is done by keeping in view the provisions of
the Accounting Standard 10 on “Accounting for Property, Plant and Equipment”. None of Fixed Assets have been revalued
during the Year.

Depreciation on Tangible Fixed Assets has been provided on Written down Value Method over the useful lives of Assets
as prescribed in Schedule II of the Companies Act, 2013. Depreciation for Assets purchased/sold during a period is
proportionately charged.

Property, plant and equipment is eliminated from the financial statements on disposal or when no further benefit is
expected from its use and disposal. Losses arising from retirement or gains or losses arising from disposal of property,
plant and equipment which are carried at cost are recognized in the Statement of Profit and Loss.
The Details of estimated life of each category of assets are as under-
Land- Nil, Factory Building- 30 Years, Office Building- 60 years, Plant & Machinery- 15 years, Furniture- 10 Years
Motor Vehicle- 8 Years, Computer & Printer- 3 Years

Impairment 0f Assets:
There is no indication of any impairment based on internal/external factors in relation to the assets of the Company and as
such, this Standard is not applicable in case of the Company.

Inventories:
Stock of Raw Materials, Stores and spare parts are valued at cost and Direct Expenses; and of those in transit, at port and at
Bonded Warehouse related to these items are valued at cost to date.
Goods-in-process is valued at cost of materials and direct expenses incurred for production of the goods till that stage.
Stock of Finished goods and semi-finished goods are valued at cost or net realizable value whichever is lower.
Waste and scraps are accounted at estimated realizable value.
Cost of inventories is generally ascertained on the ‘weighted average’ basis. Goods-in process, finished and semi-finished
goods are valued on absorption cost basis.

Employee Benefits:
Short-term employee benefits
Employee benefits payable wholly within twelve months of receiving employee services are classified as short-term
employee benefits. These benefits include salaries and wages, bonus and ex-gratia.

Employee benefits in the form of Provident Fund and ESI are considered as defined contribution plan and the contributions
to Employees’ Provident Fund Organization established under The Employees' Provident Fund and Miscellaneous
Provisions Act 1952 and Employees’ State Insurance Act, 1948, respectively, are charged to the Profit and Loss Account
of the year when the contributions to the respective funds are due.
For payment of Gratuity to employees under the Payment of Gratuity act 1972 the company has created a trust fund with
LIC, as a defined contribution plan.

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Construction Contracts:
This Standard is not applicable to our Company.

Investments:
Investments which are readily realizable and intended to be held for not more than one year from the date on which such
investments are made, are classified as current investments. All other investments are classified as long term investments.

On initial recognition, all investments are measured at cost. The cost comprises of purchase price and directly acquisition
charges such as brokerage, fees and duties.

Long –term investments are carried at cost. However, provision for diminution in value is made to recognize a decline
other than temporary in the value of the investments. On disposal of investments, the difference between its carrying
amount and net disposal proceeds is charged or credited to the statement of profit & loss.

Recognition of Revenue And Expenditure:

Revenue Recognition: Revenue is recognized as and when the economic benefits will flow to the company.

Sale of Goods:
Revenue from sale of goods is recognized when all the significant risks and rewards of ownership of the goods have been
passed to the buyer, usually on delivery of the goods, The Company collects GST on behalf of the government and,
therefore, these are not economic benefits flowing to the Company. Hence, they are excluded from Revenue.

Interest:
Interest benefits are recognized on a time proportion basis taking into account the amount outstanding and the applicable
interest rate. Interest income is included under the head “Other Income” in the statement of Profit and Loss.

All other Income and Expenditure to the extent considered receivable and payables unless specifically stated are accounted
for on accrual and prudent basis.

Foreign Currency Translation:

Initial recognition: Foreign currency transactions are recorded in the reporting currency, by applying to the foreign
currency amount the exchange rate between the reporting currency and the foreign currency at the date of the transaction.
The rate of conversion used is the rate prescribed by the CBEC.

Conversion: Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date.
Non-monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported using
the exchange rate at the date of the transaction. Non-monetary items, which are measured at fair value or other similar
valuation denominated in a foreign currency, are translated using the exchange rate at the date when such value was
determined.

Exchange differences: The transactions in foreign exchange are accounted at the exchange rate prevailing on the date of
the transaction. Assets & liabilities denominated in foreign currency are restated at the year end adopting the contracted/
year end rates as applicable. Any exchange gains or losses arising out of subsequent fluctuations are accounted in the Profit
& Loss Statement.

Translation of foreign exchange transaction: Company follows AS – 11 (Revised) in respect of Foreign Currency
Transaction applying the principle of most likely realizable/disbursable amount.

Forward Contracts: The Company enters into forward contracts in order to hedge its foreign currency exposures. As per
Para 36 of AS11, premium or discount arising at the inception of such a forward exchange contracts have been amortised
as expense or income over the life of the contract. Exchange differences on such contracts have been recognised in the
statement of profit and loss in the reporting period in which the exchange rates change. Any profit or loss arising on
cancellation or renewal of such forward exchange contracts have been recognised as income or as expense for the period.
The contracts are entered for a short term period of less than 12 months.

Earnings Per Share:

Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders
(after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period. The
weighted number of equity shares outstanding during the period is adjusted for events that have changed the number of
equity shares outstanding, without a corresponding change in resources.

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Accounting for Taxes on Income:

Tax expense comprises of Current Tax and Deferred Tax. Current Tax is measured as the higher of the amount expected to
be paid to the tax authorities, using the applicable tax rates and Minimum Alternate Tax Calculated on the Book Profits.
Deferred Income Tax reflect the current period timing differences between taxable income and accounting income for the
period and reversal of timing differences of earlier years/period. Deferred tax assets are recognized only to the extent that
there is a reasonable certainty that sufficient future income will be available except that deferred tax assets, in case there
are unabsorbed depreciation or losses, are recognized if there is virtual certainty that sufficient future taxable income will
be available to realize the same.

Provisions, Contingent Liabilities and Contingent Assets

A contingent liability exists when there is a possible but not probable obligation, or a present obligation that may, but
probably will not, require an outflow of resources, or a present obligation whose amount cannot be estimated reliably.
Contingent liabilities do not warrant provisions, but are disclosed unless the possibility of outflow of resources is remote.
Contingent assets are neither recognized nor disclosed in the financial statements. However, contingent assets are assessed
continually and if it is virtually certain that an inflow of economic benefits will arise, the asset and related income are
recognized in the period in which the change occurs.

Borrowing Costs:
Borrowing cost includes interest, and other ancillary costs incurred in connection with the arrangement of borrowings and
are charged to revenue. Borrowing costs that are attributable to the acquisition or construction of qualifying assets are
capitalized as part of the cost of such assets. A qualifying asset is one that necessarily takes a substantial period of
time to get ready for its intended use. All other borrowing costs are charged to the Statement of Profit and Loss in the
period in which they are incurred.

Impairment of Assets:
An asset is treated as impaired when the carrying cost of assets exceeds its recoverable value. An impairment loss is
charged to the Profit & Loss Account in the year in which as the asset is identified as impaired. The impairment loss
recognized in prior accounting period is reversed if there has been a change in the estimate of recoverable amount.

The company found no indication that any asset may be impaired. Therefore, there was no need to determine impairment
Loss. Other disclosure requirements as per mandatory Accounting Standard AS – 28 are not applicable in the case of the
company.

Prior Period Expenditure:

The change in estimate due to error or omission in earlier period is treated as prior period items. The items in respect of
which liability has arisen/crystallized in the current year, though pertaining to earlier year is not treated as prior period
expenditure.

Extra Ordinary Items:

The income or expenses that arise from event or transactions which are clearly distinct from the ordinary activities of the
Company and are not recurring in nature are treated as extra ordinary items. The extra ordinary items if any are disclosed
in the statement of profit and loss as a part of net profit or loss for the period in a manner so as the impact of the same on
current profit can be perceived.

Cash Flow Statement:

Cash flows are reported using indirect method, whereby profit before tax is adjusted for the effects transactions of a non-
cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flow from regular revenue
generating, financing and investing activities of the Company is segregated. Cash and cash equivalents in the balance sheet
comprise cash at bank term deposits maturing within 12 months, cash/cheques in hand and short term investments with an
original maturity of three months or less.

Accounting for Government Grants:

The Company has not received any subsidy during the year.

Accounting for Amalgamation:

The company has not entered into any amalgamation contract in the financial year.

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Leases:
There are no leases operating within the company.

Consolidated Financial Statements:

This Standard is not applicable to our Company.

Financial Reporting of Interests in Joint Ventures:

This Standard is not applicable in case of the Company as the Company has not entered into any Joint Venture.

Contingencies and Events Occurring after Balance Sheet Date:

Disclosure of contingencies as required by the accounting standard is furnished in the Notes on accounts.

Related Party Disclosures:

Details of related parties and transaction are disclosed in Annexure-IX of Financial Statements.

Discontinuing Operations:
This Standard is not applicable to our Company since the Company has not discontinued any operations during the year.

Interim Financial Reporting:

This Standard is not applicable to the Company as the Company is not listed in any stock exchange.

Director Personal Expenses

There are no direct personal expenses debited to the profit and loss account. However, personal expenditure if included in
expenses like telephone, vehicle expenses etc. are not identifiable or separable.

4. NOTES ON ACCOUNTS:

Quarterly returns or statements of current assets filed by the Company with banks are in agreement with the books of
accounts & borrowings from banks have been used for the specific purpose for which it was taken.

No charges or satisfaction of charges are yet to be registered with registrar of companies beyond the statutory period.

The title deeds of all the immovable properties (other than properties where the Company is the lessee and the lease
agreements are duly executed in favor of the lessee), are held in the name of the Company.

The company has not revalued its property or Plant and Equipment during the financial year and the company does not
have any intangible assets under development.

No proceedings have been initiated or pending against the company for holding any benami property under the Benami
Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made there under.

The Company has not surrendered or disclosed any amount as income during the year in the tax assessments under the
Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).

The company did not enter into any transactions with companies struck off under section 248 of the Companies Act, 2013
or section 560 of Companies Act, 1956.

The Company has not advanced or loaned or invested funds (either borrowed funds or share premium or any other sources
or kind of funds) to any other person or entity, including foreign entities (“Intermediaries”) with the understanding
(whether recorded in writing or otherwise) that the Intermediary shall, whether, directly or indirectly lend or invest in other
persons/entities identified in any manner whatsoever by or on behalf of the Company (‘ultimate beneficiaries’) or provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

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The Company has not received any funds from person(s) or entity (ies), including foreign entities (funding party) with the
understanding (whether recorded in writing or otherwise) that the company shall, whether, directly or indirectly lend or
invest in other persons/entities identified in any manner whatsoever by or on behalf of the funding party (‘ultimate
beneficiaries’) or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

The details of amount outstanding under the Micro, Small and Medium Enterprises Development Act, 2006 to the extent of
information available with the Company are as under:

(i) Principal & Interest amount due and remaining unpaid as at 31.12.2023: 26.66 Lacs (Previous Year 43.41
Lacs)
(ii) Payment made beyond the appointed day during the year: Nil (Previous Year Nil)
(iii) Interest Accrued and unpaid as at 31.12.2023: Nil (Previous Year Nil)

Previous Year Figures have been regrouped or rearranged wherever considered necessary.

Balances of Sundry Debtors, Loan & Advances and Sundry Creditors are subject to confirmation and reconciliation (if
any).

The Company has utilized the borrowings received from banks and financial instutions for the purpose for which it was
taken during the year.

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Annexure –V

Notes to the Re-stated Financial Statements:

I. Non-adjustment Items:
No Audit qualifications for the respective periods which require any corrective adjustment in these Restated
Financial Statements of the Company have been pointed out during the restated period.

II. Material Regroupings:

No adjustments were required to be made in the restated summary statements of Assets and Liabilities Profits and
Losses and Cash flows due to reclassification of the corresponding items of income expenses assets and liabilities
in order to bring them in line with the requirements of the SEBI Regulations.

Material Regrouping

Period Ended For the Financial Year ended

Particulars
31-12-2023 31-03-2023 31-03-2022 31-03-2021
Reserve & Surplus as per
9456.77 8811.78 8283.26 7977.95
Books of Accounts
Adjustment in Profit & Loss
Accounts
~For Gratuity - - - -
~For Income Tax - - - -
Adjustment in Opening Balance - - - -
Reserve & Surplus as per
9456.77 8811.78 8283.26 7977.95
Restated

Fixed Assets as per Books of

2249.16 1991.58 2041.84 1876.23
Accounts
Adjustment for provision of
- - - -
Depreciation
Adjustment for Regrouping
- - - -
with Non-Current Items
Fixed Assets as per Restated 2249.16 1991.58 2041.84 1876.23

Deferred Tax Assets as per

-12.84 23.93 10.31 3.46
Books of Accounts
Adjustment for provision of
- - - -
Deferred Tax
Adjustment in opening Balance - - - -
Deferred Tax Assets as per
-12.84 23.93 10.31 3.46
Restated

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III. Material Adjustments in Restated Profit & Loss Account:

There were no material adjustments in Restated Profit & Loss Account:

Material Adjustments
In Profit and Loss Account
Period
For the Financial Year ended
Particulars Ended
31/12/2023 31/03/2023 31/03/2022 31/03/2021
Profit After Tax as per Books of Accounts 447.98 352.85 305.31 37.09
Adjustment for provision of Gratuity - - -
-
Adjustment for provision of Depreciation - - -
-
Adjustment for provision of Income Tax - - -
-
Adjustment for provision of Deferred Tax - - -
-
Profit After Tax as per Restated 447.98 352.85 305.31 37.09
No impact was required to be incorporated in the restated balance sheet.

IV. Details of dues to Micro and Small Enterprises as defined under the MSMED Act, 2006
Under the Micro, Small and Medium Enterprises Development Act, 2006 which came into force from 2nd
October 2006, certain disclosures are required to be made relating to Micro and Small Enterprises.

The details of amount outstanding under the Micro, Small and Medium Enterprises Development Act, 2006 to the
extent of information available with the Company are as under:

1. Principal & Interest amount due and remaining unpaid as at 31.12.2023, 31.03.2023, 31.03.2022 and
31.03.2021: 26.66 Lacs, 43.41 Lacs, 23.73 Lacs and 26.53 Lacs respectively.
2. Payment made beyond the appointed day during the period and earlier years: Nil
3. Interest Accrued and unpaid as at 31.12.2023, 31.03.2023, 31.03.2022 and 31.03.2021: Nil

The above information regarding micro and small enterprises has been determined to the extent such parties have
been identified on the basis of information available with the company. This has been relied upon by the auditors.

V. Other figures of the previous years have been regrouped / reclassified and / or rearranged wherever necessary.

VI. The balance of Sundry Creditors, Sundry Debtors, Loans Advances, Unsecured Loans, and Current Liabilities are
subject to confirmation and reconciliation.

VII. Leave Encashment [AS-15]

Accounting Standard (AS) – 15 issued by ICAI is Mandatory. Employee benefits payable wholly within twelve
months of receiving employee services are classified as short-term employee benefits. These benefits include
salaries and wages, bonus and ex-gratia. Employee benefits in the form of Provident Fund and ESI are considered
as defined contribution plan and the contributions to Employees’ Provident Fund Organization established under
The Employees' Provident Fund and Miscellaneous Provisions Act 1952 and Employees’ State Insurance Act,
1948, respectively, are charged to the Profit and Loss Account of the year when the contributions to the respective
funds are due. For payment of Gratuity to employees under the Payment of Gratuity act 1972 the company has
created a trust fund with LIC, as a defined contribution plan.

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VIII. Trade Receivables, Trade Payables, Borrowings, Loans & Advances and Deposits
Balances of Trade Receivables, Trade Payables, Borrowings and Loans & Advances and Deposits are subject to
confirmation.

IX. Re-grouping/re-classification of amounts

The figures have been grouped and classified wherever they were necessary and have been rounded off to the
nearest rupee.

X. Examination of Books of Accounts & Contingent Liability

The list of books of accounts maintained is based on information provided by the assesse and is not exhaustive.
The information in audit report is based on our examination of books of accounts presented to us at the time of
audit and as per the information and explanation provided by the assessed at the time of audit.

XI. Director Personal Expenses

There are no direct personal expenses debited to the profit and loss account. However, personal expenditure if
included in expenses like telephone, vehicle expenses etc. are not identifiable or separable.

XII. Deferred Tax Asset / Liability: [AS-22]

The company has created Deferred Tax Asset / Liability as required by Accounting Standard (AS) - 22.

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NOTES FORMING A PART OF RESTATED FINANCIAL STATEMENTS

(INR In Lacs)
d. Details of Promoters & Promoter Group Holding Shares at the end of the Financial Year
As at 31.12.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
Equity shares of Rs.100/- each fully
No. of % of % No. of % of % No. of % of % No. of % of %
paid
Shares holding Changes Shares holding Changes Shares holding Changes Shares holding Changes
Sri Jai Prakash Singh (PG) 2285100 16.01 -0.38 1523400 16.39 1523400 16.76 - 1523400 16.76 -
(0.37)
546400 546400 546400
Smt. Shakuntala Singh (PG) 819600 5.74 -0.14 5.88 6.01 - 6.01 -
(0.13)
130000 130000 130000
Smt. Kalyani Singh (PG) 195000 1.37 -0.03 1.4 1.43 - 1.43 -
(0.03)
40000 40000 40000
Sri Anand Kumar Singh (P) 124515 0.87 0.44 0.43 0.44 - 0.44 -
(0.01)
Sri Prithvi Singh (PG) 73500 0.51 -0.02 49000 0.53 49000 0.54 - 49000 0.54 -
(0.01)
104600 104600 104600
M/s Jai Prakash Singh (HUF) (PG) 156900 1.10 -0.03 1.13 1.15 - 1.15 -
(0.02)
144000 144000 144000
M/s Anand Kumar Singh (HUF) (PG) 216000 1.51 -0.04 1.55 1.58 - 1.58 -
(0.03)
M/s Singh Supplier Pvt Ltd- Holding Co. 6739961 6535720 6535720
10375715 72.69 0.19 72.5 71.88 - 71.88 -
(P) 0.62
(P) Promoter, (PG) Promoter group

e. Aggregate No. of Shares issued for consideration other than cash during the period of 5 Years immediately preceding the reporting date:
Aggregate number of Equity Shares allotted as fully paid up pursuant to scheme of amalgamation without payment being made in cash Nil
Aggregate number of Equity Shares allotted as fully paid up by way of Bonus Shares 9304337
Aggregate number of Equity Shares bought back Nil

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Draft Prospectus

(INR in Lacs)
As at As at As at As at
2 Reserve & Surplus
31.12.2023 31.03.2023 31.03.2022 31.03.2021
a Securities Premium Account
Balance at the beginning of the year 4,585.03 4,429.81 4,429.81 4,429.81
Add: Addition during the year 174.99 155.22 - -
Less: Utilised for Issue of Bonus Shares 475.83 - - -
Balance at the end of the Year 4,284.20 4,585.03 4,429.81 4,429.81
b Surplus in the statement of Profit and Loss
Balance at the beginning of the year 3,297.11 2,944.24 2,638.93 2,601.84
Add: Profit for the Year 447.98 352.87 305.31 37.09
3,745.09 3,297.11 2,944.24 2,638.93
Closing Balance of Reserve & Surplus at the end of
8,029.28 7,882.14 7,374.05 7,068.74
the Year (a+b)
3 Long-Term Borrowings
Secured Loan
Term Loan From Banks (*) 526.65 573.88 788.04 756.92
Term Loan From Others - 4.06 8.01 16.87
526.65 577.94 796.05 773.79
(*) Amount repayable during next 12 months is included under the head "Short Term Borrowings" under Note No. 4

4 Short-Term Borrowings
Secured, Repayable on Demand
Cash Credit from Bank of India, LCB Kolkata
- - 2,019.49 1,894.58
Branch
Cash Credit from Bank of Baroda, IBB Kolkata
- - 721.85 453.33
Branch
Cash Credit from Punjab National Bank, BRBB
4,092.35 3,480.88 675.80 1,214.95
Kolkata Branch
Cash Credit from Indian Bank, RNM Kolkata
- 1,089.90 - -
Branch
Cash Credit from Union Bank of India, Kolkata
1,264.27 - - -
Overseas Branch
Current Maturities of Long Term Borrowings 571.26 351.83 366.05 364.51
5,927.88 4,922.61 3,783.19 3,927.37
A. Company has availed working Capital limits (FBWC and NFB) from Punjan National Bank under consortium
arrangement with Indian Bank to the tume of Rs. 74.44 Crores as Per Sanction Letter Dated 14.09.2023.
Cash Credit Limit is of Rs. 42.50 Crores, Interest Rate 9.85%, Primary Security- 1st Pari Passu Charge on entire
stocks of Raw Materials, Stock in Process, Spares, Finished Goods and Books Debts of the Company (Both Present &
Future) along with First Charge on entire Current Assets of the Company along with other lenders of the consortium.
ILC / FLC Limit is of Rs. 21.00 Crores, ILG Limit of Rs. 1.00 Crores, Existing TL of Rs. 2.00 Cores, Fresh TL of Rs.
2.00 Crores, Forward Contract Limit of Rs. 0.44 Crores, GECL Facility and GECL Extension Facility of Rs. 0.85
Crores and Rs. 1.02 Crores and GECL and GECL extension facility taken over from BOI of Rs. 1.87 Crores and Rs.
2.19 Crores.
Personal Guarantee of Mr. Anand Singh, Kalyani Singh, Singh Suppliers Pvt Ltd, Jai Prakash Singh and Shakuntala
Singh has been given.
Company has also availed under mentioned Credit Faciltiies vide Sanction Letter dated 03.11.2022 under IND SME Secure
B.
Scheme under PNB led consortium arrangement.
~OCC limit of Rs. 10.50 Crores within overall consurtium limit of Rs. 50.00 Crore. ROI 10.30% P.A. W.M.R
~LC/SBLC limit of Rs. 21.00 Crores within overall consortium limit of Rs. 42.00 Crores. ROI 65% of Card Rate.
~Forward Contract Limit of Rs. 21.00 Crores within overall LC limit. ROI 65% of Card Rate.
~WCTL of Rs. 1.27 Crores for taking over the existing GECLS 1.0 Facility of Bank of Baroda. ROI 9.25% P.A.W.M.R
~WCTL of Rs. 0.95 Crores for taking over the existing GECLS 1.0 Extension Facility of Bank of Baroda. ROI 9.25%
P.A.W.M.R
Primary Security:-
For OCC: Ist Pari Passu Charge with other consortium member banks by way of hypothecation of Stock, Book Debts and other
Current Assets of the Company both present and future (Other than underlying goods of LC)
For LC/ILC/FLC/SBLC:- Ist Pari Passu Charge with other consortium banks by way of hypothecation of Stocks procured under
LC/ILC/FLC/SBLC.
Collateral Security: As Per Sanction Letter Dated 03.11.2022
Personal Guarantee of Mr. Anand Singh, Kalyani Singh, Jai Prakash Singh and Shakuntala Singh and Corporate Guarantee of
M/s Singh Suppliers Pvt Ltd, has also been given.

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Company has availed under mentioned Credit Facilities vide Sanction Letter dated 29.12.2023 from Union Bank of India,
C.
Overseas Branch, Kolkata.
~Cash Credit Limit of Rs. 15.50 Crores, Rate of Interest: EBLR+1.35%Per Annum
~Term Loan -I (WCTL ECLGS 1.0) of Rs. 0.51 Crores, Rate of Interest: EBLR+1.35% Per Annum
~Term Loan -II (WCTL ECLGS 1.0 Ext) of Rs. 0.92 Crores, Rate of Interest: EBLR+1.35% Per Annum
~ILC/SBLC/Buyers Credit/FC/CEL of Rs. 24.00 Crores
Primary Security:-
For Cash Credit, TL-I & TL-II: Ist Pari Passu Charge with other consortium member banks by way of hypothecation of Stock,
Finished Goods, Raw Material, Stock In Process, Work In Progress, Spares, Book Debts, and other Current Assets of the
Company both present and future.
For LC/SBLC: 1st Pari-Passu first charge by way of hypothecation of Stock procured under LC and BD raised
out of sale of such goods.
10% Cash Margin, Documentation of title to goods in case of LC on DP basis. Hypothecation Charge over the goods in case of
LC on DA basis and the documents shall be delivered against trust receipt.
For Import LC/SBLC: Shipping Documents (DA/DP) including bills of lading/covered imported Raw Materials/ Stores/ Spares
along with insurance and other documents. For ILC: DP/DA bills accompanied by RR/MTR of transport companies covering
purchase of Raw Materials/ Stores/ Spares.
Collateral Security: As Per Sanction Letter Dated 29.12.2023
Personal Guarantee of Mr. Anand Singh, Kalyani Singh, Jai Prakash Singh and Shakuntala Singh and Corporate Guarantee of
M/s Singh Suppliers Pvt Ltd, has also been given.
(INR in Lacs)
As at As at As at As at
5 Trade Payables
31.12.2023 31.03.2023 31.03.2022 31.03.2021
Dues of Creditors other than Micro Enterprises & Small Enterprises
~Trade Payable for Goods & Services 5,238.29 5,666.22 4,573.94 3,425.03
(Ageing of Trade Payable As Per Annexure-B)
5,238.29 5,666.22 4,573.94 3,425.03
6 Other Current Liabilities
Interest Free Advances from Customers 296.58 172.12 187.81 161.22
Statutory Liabilities 85.90 40.16 228.18 95.60
Security Deposit 3.83 4.20 88.94 58.94
Other Payables 26.47 93.52 120.56 58.54
Salary, Bonus & Wages Payable 80.26 81.07 71.18 53.28
493.05 391.07 696.67 427.59
7 Short Term Provisions
Current Tax (After adjusting TDS and Advance Tax) 83.86 28.85 9.21 19.10
Audit Fees 0.25 - - -
84.11 28.85 9.21 19.10
9 Deferred Tax Asset (Net)
Opening Deferred Tax Asset 23.93 10.31 3.46 (3.41)
Deferred Tax Asset- On Account of Depreciation (36.77) 6.82 3.98 4.36
Deferred Tax Liability- On Deferred Revenue
- - 6.80 9.67
Expenditure
Reversal of Tax Impact on Deferred Revenue Expenditure - 6.80 9.67 12.18
Net Deferred Tax Asset / (Liability) (12.84) 23.93 10.31 3.46

10 Other Non-Current Assets

(Unsecured, Considered Good, unless otherwise stated)
Accrued Gratuity 10.75 10.75 6.19 5.19
Security Deposits 6.31 7.30 45.30 11.05
Insurance Claim Receivable 72.56 72.56 72.56 -
Bank Fixed Deposit including Interest (*) 301.95 616.33 413.12 428.53
(Due to mature after 12 months from the reporting date)
391.56 706.94 537.17 444.78
*Pledged against Facility Availed with Punjab National Bank and Indian
Bank

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(INR in Lacs)
11 Inventories
Raw Material (At Cost inclusive of Direct Expenses) 7,728.75 7,086.13 5,922.31 7,179.19
Work in Progress (At Cost inclusive of Direct Expenses) 1,955.99 2,470.37 1,951.79 1,039.61
Finished Goods (Lower of Cost ot Net Reliasable Value) 3,365.38 3,481.47 2,669.94 2,212.36
Stores & Spares (At Cost) 158.20 123.79 112.50 84.94
13,208.33 13,161.76 10,656.54 10,516.10

As at As at As at As at
12 Trade Receivables
31.12.2023 31.03.2023 31.03.2022 31.03.2021
Unsecured, Undisputed Trade Receivable,
Considered Good
Outstanding for the period less than six months 3,155.84 2,354.52 2,473.68 1,521.55
Outstanding Others 804.40 1,498.09 1,576.89 1,397.58
(Ageing of Trade Receivables as per Annexure "A")
3,960.24 3,852.61 4,050.57 2,919.13
13 Cash and Cash Equivalents
On Current Accounts with Commercial Banks 471.59 23.50 0.20 13.10
Cash in Hand (As Certified by Management) 7.73 10.43 7.51 4.30
Other Bank Balances
Fixed Deposit with Mty. More than 3 Mths but within
1,169.67 261.52 533.81 361.67
12 Mths*
Accrued Interest on above Fixed Deposit 4.60 14.81 16.63 31.24
FD with original maturity for more than 12 months* 301.95 184.68 - -
1,955.53 494.94 558.15 410.31
Less : Amount disclosed under Non-Current Assets
301.95 184.68 - -
(Note-"13")
1,653.58 310.26 558.15 410.31
*Pledged against Facility Availed with Punjab National Bank and Indian Bank

14 Short Term Loans and Advances

Unsecured Considered Good:
Advances to Suppliers 118.00 68.68 107.82 81.90
Advance to Employees 10.13 42.84 31.11 31.37
Other Loans & Advances 0.20 0.67 0.67 0.20
Balances with Statutory/Government Authorities
Accrued Service Tax Credit - 1.44 1.44 1.44
Advance Excise Duty Against Demand 0.87 0.87 0.87 0.87
Advance VAT Tax, Mumbai (Security Deposit) 0.25 0.25 0.25 0.25
Advance VAT Tax (Under Protest) - 42.00 42.00 42.00
Advance Entry Tax (Under Protest) 30.27 30.27 30.27 30.27
Advance GST (Under Protest) 6.00 6.00 - -
GST Input Receivable 5.20 41.03 33.44 19.80
GST Input Credit - 6.70 - -
170.91 240.75 247.87 208.09
15 Other Current Assets
Deferred Revenue Expenditure - - 27.04 38.40
Insurance Claim Receivable - - - 123.41
Import License - - 1.31 -
Prepaid Insurance Premium 24.40 26.62 11.52 10.91
24.40 26.62 39.87 172.73

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Draft Prospectus

(INR in Lacs)
As at
Revenue from Operation
16 31.12.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
Sale of Products
Sale of Manufactured Goods
~Domestic 15,393.05 18,366.36 15,368.38 10,390.07
Sale of Traded Goods
~Domestic 686.13 1,440.90 1,813.97 499.20
Net Revenue From Operations 16,079.18 19,807.26 17,182.35 10,889.27

Details of Manufactured Goods Sold

Plywood, Blockboard & Flush Door 13,142.89 16,746.23 13,514.99 8,470.94
Veneer 380.59 31.23 388.58 1,421.09
Sawn Timber 1,574.25 1,262.12 1,090.99 362.26
Resin 123.53 243.63 225.18 75.50
Other Goods 171.79 83.15 148.64 60.28

15,393.05 18,366.36 15,368.38 10,390.07

Details of Traded Goods Sold
Timber Logs 213.76 15.87 61.26 14.77
Sawn Timber 110.20 403.68 811.54 375.40
Venner 354.95 891.81 843.78 98.61
Other Goods 7.22 129.54 97.39 10.42
686.13 1,440.90 1,813.97 499.20

17 Other Income
Discount & Rebate 9.33 48.68 22.13 11.29
Insurance Claim 28.69 - - 4.61
Foregin Exchange Fluctuation 26.12 - - 75.29
Interest on Loan 1.34 - - 1.13
Interest on Fixed Deposit 33.90 45.02 42.47 43.60
Rent Received 7.07 0.92 0.24 0.97
Service Charges - - - 1.62
Gratuity - - - 1.14
Profit on Sale of Fixed Assets 7.61 13.44 45.44 -

114.06 108.06 110.28 139.64

18 Cost of Raw Material Consumed

Opening Stock 7,086.13 5,922.31 7,179.19 8,435.88
Add: Direct Expenses on Opening Stock 28.93 73.69 48.36 16.56
Add: Purchases 9,964.83 12,612.98 9,376.88 5,907.80
Add: Direct Expenses on Purchase 576.26 1,136.21 896.31 190.43
Less: Closing Stock 7,728.75 7,086.13 5,922.31 7,179.19

9,927.40 12,659.06 11,578.43 7,371.48

19 Purchase of Stock In Trade

Traded Goods 634.45 1,528.57 1,738.26 464.26

634.45 1,528.57 1,738.26 464.26

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(INR in Lacs)
20 Change in Inventories of Finished Goods, Work In Progress and Stock In Trade
As at As at As at As at
A.Opening Stock:
31.12.2023 31.03.2023 31.03.2022 31.03.2021
Work in Progress 2,470.37 1,951.79 1,039.61 601.56
Finished Goods 3,481.47 2,669.94 2,212.36 1,911.49
Traded Goods - - - -
5,951.84 4,621.73 3,251.97 2,513.05
B.Closing Stock:
Work in Progress 1,955.99 2,470.37 1,951.79 1,039.61
Finished Goods 3,365.38 3,481.47 2,669.94 2,212.36
Traded Goods - - - -
5,321.37 5,951.84 4,621.73 3,251.97
Net (Increase)/Decrease in Stocks (A-B) 630.47 (1,330.11) (1,369.76) (738.92)
21 Employees Benefit Expenses
Salaries & Bonus 678.04 750.98 587.99 468.65
PF & ESIC Contribution 36.29 44.74 37.53 30.75
EDLI & Admin Expenses 2.81 3.37 2.83 2.90
Directors Remuneration 43.00 48.00 48.00 48.00
Staff Welfare 18.65 3.10 4.97 0.46
Gratuity - 5.80 4.95 -
778.79 855.99 686.27 550.76
22 Finance Cost
Bank Processing Fees, Commission & Charges 226.77 136.90 89.21 117.73
Interest on Bank Finance 366.77 415.20 373.67 500.60
Interest on Term Loan 66.24 94.77 80.97 55.35
Interest on Government Dues 4.60 3.62 0.63 2.20
Interest on Buyers/Supplier's Credit - 74.69 15.91 23.54
664.39 725.18 560.39 699.42
23 Depreciation and Amortization Expenses
Depreciation on Property, Plant & Equipment
165.39 233.79 210.16 195.18
(Note 8)
165.39 233.79 210.16 195.18
24.1 Payment to Auditor
As Auditor:-
Statutory Audit Fees 0.25 0.50 0.50 0.50
GST Audit Fees - - - 0.70
0.25 0.50 0.50 1.20
25 Earnings per share
Profit for the year attributable to Equity
447.98 352.85 305.31 37.09
Shareholders
Weighted Average number of Equity Shares for
1,42,74,830 92,96,361 90,92,120 90,92,120
Basic/Diluted EPS
Basic/ Diluted Earnings Per Share of Rs.10/- Each 3.14 3.80 3.36 0.41
Weighted Average number of Equity Shares for
1,42,74,830 1,39,44,542 1,36,38,180 1,36,38,180
Basic/Diluted EPS
(Post Bonus with retrospective effect )
Basic/ Diluted Earnings Per Share of Rs.10/- Each 3.14 2.53 2.24 0.27
- (Post Bonus with retrospective effect )

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Draft Prospectus

(INR in Lacs)
26 Other Expenses As at 31.12.2023 As at 31.03.2023 As at 31.03.2022 As at 31.03.2021
Manufacturing Expenses:-
Consumption of Stores & Spares 230.51 303.97 176.62 131.15
Electricity Charges 176.03 266.35 234.23 194.40
Freight Charges 2.35 2.44 2.17 218.89
Power & Fuel 21.84 25.58 18.35 13.42
Transit Permit Fees 0.96 0.48 0.61 0.01
Salaries & Bonus 211.24 275.18 221.02 178.22
Factory Wages 578.66 714.66 483.98 366.01
Factory Overhead 4.02 5.86 4.58 7.08
Administrative & Other Expenses:-
Audit Fees (Refer 24.1) 0.25 0.50 0.50 1.20
Assessed VAT Tax 63.96 - - 20.30
Additional Statutory Taxes 5.00 5.97 15.25 0.48
Advertisement, Branding & Publicity 127.68 276.48 189.79 153.87
Bad Debt 13.67 6.27 20.38
Conveyance 59.47 73.79 52.03 32.68
Commission & Incentive 183.36 448.81 358.56 173.10
Discount Allowed 265.12 1,027.70 806.31 435.55
Electricity Charges 1.29 2.96 6.22 4.15
Forex Fluctuation Loss - 209.79 6.05 -
Freight Outwards 402.58 584.56 453.98 293.85
General Expenses 9.50 15.57 12.22 10.10
Insurance Expenses 50.66 32.66 29.27 23.20
Insurance Claim Written Off - - 34.22 -
Legal & Professional Charges 17.36 34.58 28.07 16.66
Loss on Sale of Fixed Assets - - - 3.97
Late Payment Charges 10.84 8.86 3.10 3.04
Miscellaneous Expenses 3.67 14.20 9.08 10.78
Membership & Subscription 6.03 11.87 1.89 2.36
Professional Tax 0.10 0.12 0.13 0.16
Printing & Stationery 1.83 2.15 1.80 2.36
Rates & Taxes 1.80 1.60 5.33 2.40
Rent 28.46 33.43 35.93 36.62
Sales Promotion 70.24 184.90 118.79 17.12
Sitting Fees of Independent Directors 1.02 1.00 0.58 0.77
Security Charges 4.11 5.40 4.58 0.99
Software Upgradation and Renewal 7.92 2.18 3.29 4.35
Travelling Expenses 126.05 121.77 98.01 28.35
Telephone Expenses 4.79 5.24 3.84 3.61
Repairs & Maintenance Expenses
Plant & Machineries 54.09 22.11 9.79 8.17
Others 7.47 45.54 59.31 16.09
2,740.26 4,781.93 3,495.75 2,435.83

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(INR in Lacs)
Ageing of Trade Receivables as on 31.12.2023, 31.03.2023, 31.03.2022 and 31.03.2021 ANNEXURE -A

Outstanding for the following periods from due date of payment

Unsecured, Considered
Less than 6 Mths 6 Months-1 Year 1-2 Years 2-3 Years More Than 3 Years
Good
As on 31.12.2023 3,155.84 139.26 306.08 88.59 270.46
As on 31.03.2023 2,354.51 305.34 522.25 111.35 559.16
As on 31.03.2022 2,473.68 407.86 335.90 494.10 339.03
As on 31.03.2021 1,521.55 46.33 889.45 394.83 66.97
Ageing of Trade Payables as on 31.12.2023, 31.03.2023, 31.03.2022 and 31.03.2021 ANNEXURE -B

Outstanding for following periods from due date of payment

payment
Disputed dues – Disputed dues –
As at 31st December 2023 MSME Others
MSME Others
Less Than
-
1 Year 26.66 5,192.25 -
1-2 Years - 14.63 - -
2-3 Years - 2.28 - -
More than 3 Years - 2.47 - -
Total 26.66 5,211.63 - -

Disputed dues – Disputed dues –

As at 31st March 2023 MSME Others
MSME Others
Less Than
-
1 Year 43.41 5,581.45 -
1-2 Years - 18.44 - -
2-3 Years - 0.22 - -
More than 3 Years - 22.69 - -
Total 43.41 5,622.81 - -

Disputed dues – Disputed dues –

As at 31st March 2022 MSME Others
MSME Others
Less Than
23.73 4,427.70 - -
1 Year
1-2 Years - 105.88 - -
2-3 Years - 12.09 - -
More than 3 Years - 4.54 - -
Total 23.73 4,550.21 - -
Disputed dues – Disputed dues –
As at 31st March 2021 MSME Others
MSME Others
Less Than
26.53 3,359.74 - -
1 Year
1-2 Years - 21.50 - -
2-3 Years - 4.53 - -
More than 3 Years - 12.72 - -
Total 26.53 3,398.49 - -

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ANNEXURE –VI
Statement of Accounting & Other Ratios, As Restated (INR in Lacs)
Particulars 31-12-2023 31-03-2023 31-03-2022 31-03-2021
Net Profit as Restated 447.98 352.85 305.31 37.09
Add: Depreciation 165.39 233.79 210.16 195.18
Add: Finance Cost 664.39 725.18 560.39 699.42
Add: Income Tax 204.11 108.06 87.82 13.81
Less: Other Income 114.06 108.06 110.28 139.64
EBITDA (Operating Profit) 1,367.81 1,311.82 1,053.40 805.86
EBITDA Margin (%) 8.51 6.62 6.13 7.40

Net Worth as Restated 9,456.77 8,811.78 8,283.26 7,977.95

Return on Net worth (%) as Restated 4.74 4.00 3.69 0.46

Equity Share at the end of Period/year (in Nos.) as resated 1,42,74,830 92,96,361 90,92,120 90,92,120
Weighted No. of Equity Shares 1,42,74,830 92,96,361 90,92,120 90,92,120

Equity Share at the end of Period/year (In Nos.) *

1,42,74,830 1,39,44,542 1,36,38,180 1,36,38,180
- (Post Bonus with retrospective effect )

Basic & Diluted Earnings per Equity Share as Restated 3.14 3.80 3.36 0.41

Basic & Diluted Earnings per Equity Share as Restated *

3.14 2.53 2.24 0.27
- (Post Bonus with retrospective effect )

Net Asset Value per Equity share as Restated 66.25 94.79 91.10 87.75

Net Asset Value per Equity share as Restated *

66.25 63.19 60.74 58.50
- (Post Bonus with retrospective effect )
Note:-
EBITDA Margin = EBITDA/Revenue from Operation
Earnings per share (₹) = Profit available to equity shareholders / Weighted No. of shares outstanding at the end of the year
Earnings Per Share calculation are in accordance with Accounting Standard 20- Earnings Per Share, notified under the Companies
(Accounting Standards) Rules 2006, as amended.
Return on Net worth (%) = Restated Profit after taxation / Net worth x 100
Net asset value/Book value per share (₹) = Net worth / No. of equity shares
The Company does not have any revaluation reserves or extra-ordinary items.
* The company has alloted Bonus shares in the Ratio of 1:2 as restated period

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ANNEXURE –VII
Statement of Capitalization, As Restated (INR in Lacs)
Pre-Issue
Particulars Post Issue*
31-12-2023
Debt :
Short Term Debt 5,927.88 5,927.88
Long Term Debt 526.65 526.65
Total Debt 6,454.53 6,454.53

Shareholders Funds
Equity Share Capital 1,427.48 1,937.48
Reserves and Surplus 8,029.28 10,324.28
Less: Misc. Expenditure (IPO Expenses) - 310.20
Total Shareholders’ Funds 9,456.77 11,951.57

Long Term Debt/ Shareholders’ Funds 0.06 0.04

Total Debt / Shareholders Fund 0.68 0.54
* Assuming Full Allotment of IPO shares

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ANNEXURE –VIII
Statement of Tax Shelter, As Restated (INR in Lacs)
As At
Particulars
31-12-2023 31-03-2023 31-03-2022 31-03-2021
Profit Before Tax as per books of accounts (A) 652.09 460.91 393.13 50.90
-- Normal Tax rate 22.00% 22.00% 22.00% 22.00%
-- Minimum Alternative Tax rate 18.50% 18.50% 18.50% 18.50%
-- Surcharge 10.00% 10.00% 10.00% 10.00%
-- Health & Education Cess 4.00% 4.00% 4.00% 4.00%

Permanent differences - - - -
Total (B) - - - -

Timing Differences
Depreciation as per Books of Accounts 165.39 233.79 210.16 195.18
Depreciation as per Income Tax 216.42 206.70 194.33 177.85
Difference between tax depreciation and book depreciation (51.03) 27.09 15.83 17.33
Add: Deferred Revenue Expenditure Claim - - 38.40 48.40
Less: Advertisement Expenses Deffered for Next Year - - 27.04 38.40
Add: Other adjustments 63.83 (4.53) (44.19) 3.96
Total (C) 12.80 22.56 (17.00) 31.29
Net Adjustments (D = B+C) 12.80 22.56 (17.00) 31.29
Total Income (E = A+D) 664.90 483.47 376.13 82.19
Brought forward losses - - - -
Tax effect on the above (F) - - - -
Taxable Income/ (Loss) for the year/period (E+F) 664.90 483.47 376.13 82.19
Tax Payable for the Year 167.34 121.68 94.66 20.68
Tax Payable as per MAT 120.64 85.27 72.73 9.42
Tax expense recognised 167.34 121.68 94.66 20.68
Tax payable as per normal rates or MAT (whichever is higher) Income Tax Income Tax Income Tax Income Tax

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ANNEXURE-IX
Related Party Disclosures:-
A Names of related parties and related party relationship Directors and Key Management Personnel
Mr. Anand Kumar Singh, Managing Director
Mr. Jai Prakash Singh, Whole Time Director
Mrs. Shakuntala Singh, Non Executive Director
Mr. Pallab Samajdar, Independent Director
Mr. Rathin Kumar Ray, Independent Director
Mr. Shashi Kant Tiwari, CFO
Mr. Rajneesh Mishra, Company Secretary
Relatives of Directors Key Management Personnel
Mrs. Kalyani Singh
Mr. Amitabh Singh
Miss Srishti Singh
Enterprises owned or significantly influenced by key management personnel or their relatives:-
M/s Shree Krishna Timber Co. Pvt Ltd.
M/s Silvertoss Industries Pvt Ltd.
M/s Singh Suppliers Pvt Ltd.

(B) Transaction with Related Parties

(INR in Lacs)
Name of Related Parties Nature of Transaction FY-2023-24 FY-2022-23 FY-2021-22 FY-2020-21
Dec'23
Mr. Jay Prakash Singh Directors Remuneration 18.00 24.00 24.00 24.00
Rent Paid 0.30 0.60 0.60 0.60
Amount Outstanding - -

Mrs. Shakuntala Singh Directors Remuneration 8.00 12.00 12.00 12.00

Amount Outstanding - - -

Mr. Anand Kumar Singh Directors Remuneration 17.00 12.00 12.00 12.00
Amount Outstanding - - -

Mr. Amitabh Singh Commission on Sale - - - 3.32

Amount Outstanding - - -

Miss Srishti Singh Rent Paid - - 9.00 9.00

Salary - 6.00 6.00 1.50
Security Deposit - - - 10.00
Sale - - 0.13 0.04
Amount Outstanding - - -

M/s Shree Krishna Timber Co. (P) Ltd. Rent Paid 20.97 17.95 3.45 0.71
Sale - - 2.65 -
Advance against Sale - 474.00 - -
Amount Outstanding 4.27 - - -

M/s Silvertoss Industries Pvt Ltd Purchase of Machinery - 1.80 0.28 -

Sale of Machinery - 20.00 5.60 0.09
Rent Paid - - 0.08 0.32
Rent Received - - 0.28 1.14
Amount Outstanding - - - -

M/s Sris Exim Pvt Ltd Rent Paid - 1.25 16.81 17.23
Amount Outstanding - - - -

M/s Singh Supplier Pvt Ltd Corporate Guarantee - - - -

Amount Outstanding - - - -

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ANNEXURE –X
Statement of Dividends:-
No Dividend was declared by the company during stub period and last three Financial Year.

ANNEXURE –XI
Changes in the Significant Accounting Policies:-
There have been no changes in the accounting policies of the company for the period covered under
audit.

ANNEXURE –XII
Contingent Liabilities
Claims against the Company not acknowledged as Debts:-

Counter Guarantee to Bank 65.00 65.00 65.00 63.00

Custom for FY 2004-05 10.18 10.18 10.18 10.18

VAT West Bengal for FY 2012-13 - 200.70 200.70 200.70

Entry Tax for FY 2013-14 - - - 140.79

Entry Tax for FY 2014-15 - - - 103.76

Entry Tax for FY 2015-16 - - - 152.20

Entry Tax for FY 2016-17 - - - 131.89

75.18 275.88 275.88 802.52

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Material Adjustments
In Profit and Loss Account (INR in Lacs)
For the Period
For the FY ended
Particulars Ended
31-12-2023 31-03-2023 31-03-2022 31-03-2021
Profit After Tax as per Books of Accounts 447.98 352.85 305.31 37.09
Adjustment for provision of Gratuity - - - -
Adjustment for provision of Depreciation - - - -
Adjustment for provision of Income Tax - - - -
Adjustment for provision of Deferred Tax - - - -
Profit After Tax as per Restated 447.98 352.85 305.31 37.09

Material Regrouping
For the Period
For the FY ended
Particulars Ended
31-12-2023 31-03-2023 31-03-2022 31-03-2021
Reserve & Surplus as per Books of Accounts 8,029.28 7,882.14 7,374.05 7,068.74
Adjustment in Profit & Loss Accounts
~For Gratuity - - - -
~For Income Tax - - - -
Adjustment in Opening Balance - - - -
Reserve & Surplus as per Restated 8,029.28 7,882.14 7,374.05 7,068.74

Fixed Assets as per Books of Accounts 2,249.16 1,991.58 2,041.84 1,876.23

Adjustment for provision of Depreciation - - - -
Adjustment for Regrouping with Non-Current Items - - - -
Fixed Assets as per Restated 2,249.16 1,991.58 2,041.84 1,876.23

Deferred Tax Asset (Liability) as per Books of Accounts (12.84) 23.93 10.31 3.46
Adjustment for provision of Deferred Tax - - - -
Adjustment in opening Balance - - - -
Deferred Tax Assets (Liability) as per Restated (12.84) 23.93 10.31 3.46

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Financial Ratios: -
Change in Change in
Sl. No. Particulars Units 31.12.23 2022-23 2021-22 2020-21 Ratios Ratios
2022-23 2021-22
a) Current Ratio Times 1.62 1.62 1.71 1.82 (6.06) (6.03)

b) Debt-Equity Ratio Times 0.68 0.62 0.56 0.59 11.06 (5.77)

c) Debt Service Coverage Ratio Times 2.89 2.36 2.22 1.44 5.93 53.98

d) Return on Equity Ratio % 4.90 1.90 3.76 0.47 (97.89) 700.00

e) Inventory turnover ratio Times 1.22 1.66 1.63 1.01 2.16 60.93

f) Trade Receivables turnover ratio Times 4.12 5.01 4.93 3.20 1.62 53.90

g) Trade payables turnover ratio Times 1.94 3.87 4.30 2.58 (11.04) 66.38

h) Net capital turnover ratio Times 1.77 2.97 2.67 1.83 10.16 46.22

i) Net Profit Ratio % 2.77 1.77 1.77 0.34 0.35 424.95

j) Return on Capital employed % 7.56 7.53 6.56 4.82 12.88 36.10

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FINANCIAL INDEBTEDNESS

STATEMENT OF FINANCIAL INDEBTEDNESS

Based on the independent examination of Books of Accounts, Audited Financial Statements and other documents of the
issuer Company, Sylvan Plyboard (India) Limited and further explanations and information provided by the management
of the Companies, which we believe to be true and correct to the best of our information and belief, the financial
indebtedness of the company as on 31.12.2023 are as mentioned below:
(INR in Lacs)
Nature of Borrowing Outstanding as on Outstanding as on
December 31, 2023 March 31, 2023
Secured Loan 6454.53 5500.55
Unsecured Loan - -
Total 6454.53 5500.55

A. Secured Loans (Fund Based)

Name of Lender Purpose Sanctioned Outstanding as on Outstanding as on
Amount (Rs.) December 31, 2023 March 31, 2023
Union Bank of India Term Loan 51.00 51.00 Nil
(WCTL ECLGS 1.0)
Union Bank of India Term Loan 92.00 92.00 Nil
(WCTL ECLGS 1.0 Ext.)
Union Bank of India CC (Hyp.) 1550.00 1264.27 Nil
ICICI Bank Term Loan (Car Loan) 6.00 4.34 5.14
Tata Capital Financial Equipment Finance 32.50 - 5.29
Services Limited
Punjab National Bank Term Loan 200.00 110.16 -
Punjab National Bank Term Loan 200.00 190.00 58.63
Punjab National Bank GECL 187.00 129.42 234.53
Punjab National Bank GECL Extension Facility 219.00 219.00 219.00
Punjab National Bank GECL 85.00 56.95 108.19
Punjab National Bank GECL Extension Facility 102.50 99.65 102.50
Punjab National Bank Cash Credit 4250.00 4092.35 3480.88
Indian Bank Term Loan - 93.41 95.75
(WCTL ECLGS 1.0 Ext.)
Indian Bank Term Loan - 51.98 100.74
(WCTL ECLGS 1.0)
Indian Bank Cash Credit - Nil 1089.90
Sub Total 6975.00 6454.53 5500.55
(*Note: Existing Loan Facilities with Indian Bank sanctioned vide sanction letter dated 03/11/2022 has been taken over by Union
Bank, Overseas Branch vide Sanction Letter Ref No. OSB/KOLMET/ADV/3008/2023-24 dated 29.12.2023.)

B. Secured Loans (Non Fund Based)

Name of Lender Purpose Sanctioned Outstanding as on Outstanding as on
Amount (Rs.) December 31, 2023 March 31, 2023

Union Bank of India Inland LC/Import 2400.00 Nil Nil

LC/SBLC/FC/CEL
Punjab National Bank Inland LC/FLC/SBLC/FLG/ 2100.00 2054.00 1576.42
Forward Contract
Punjab National Bank Letter of Guarantee 100.00 65.00 65.00
Indian Bank LC/SBLC (Inland & Foreign) - 1850.00 1632.00
Sub Total 4600.00 3969.00 3273.42
(*Note: Existing Loan Facilities with Indian Bank sanctioned vide sanction letter dated 03/11/2022 has been taken over by Union
Bank, Overseas Branch vide Sanction Letter Ref No. OSB/KOLMET/ADV/3008/2023-24 dated 29.12.2023.)

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Detailed Terms of Secured Loan:

1. Union Bank
I) Facility :Term Loan (WCTL ECLGS 1.0)
Loan Limit :Rs.51.00 Lacs
Date of Sanction :29.12.2023
Rate of Interest :EBLR+1.35% P.A.
Repayment Terms :Repayable in 10 monthly Installment starting December, 2023

II) Facility :Term Loan (WCTL ECLGS 1.0 Ext.)

Loan Limit :Rs. 92.00 Lacs
Date of Sanction :29.12.2023
Rate of Interest :EBLR+1.45% P.A
Repayment Terms :Repayable in 36 monthly Installment starting December, 2023

III) Facility :CC (Hyp.)

Loan Limit :Rs.1550 Lacs
Date of Sanction :29.12.2023
Rate of Interest :EBLR+1.35% P.A.
Repayment Terms :Repayable on demand.

IV) Facility :Inland LC/Import LC/SBLC/FC/CEL

Loan Limit :Rs.2400.00 Lacs
Date of Sanction :29.12.2023
Repayment Terms :Repayable on demand.

Primary Security:-
For CC (Hyp.)/TL-I and TL-II Facilities: Ist Pari Passu Charge with other consortium member banks by way of
hypothecation of Stock, Finished Goods, Raw Material, Stock in Process, Work In Progress, Spares, Book Debts, and
other Current Assets of the Company both present and future.

For LC/SBLC: 1st Pari-Passu first charge by way of hypothecation of Stock procured under LC and BD raised out of
sale of such goods. 10% Cash Margin, Documentation of title to goods in case of LC on DP basis. Hypothecation
Charge over the goods in case of LC on DA basis and the documents shall be delivered against trust receipt.

For Import LC/SBLC: Shipping Documents (DA/DP) including bills of lading/covered imported Raw Materials/
Stores/ Spares along with insurance and other documents.

For ILC: DP/DA bills accompanied by RR/MTR of transport companies covering purchase of Raw Materials/ Stores/
Spares along with insurance and other documents.

Collateral Security: For All credit facilities (CCH/LC/SBLC/TL-I/TL-II):

Property 1: 1st pari passu charge Flat No. 32, Block-B-4, Imlak/Ananta Colony, Sikraul, Varanasi with super built up
area 78.88 sq. mtr. With proportionate land 692 sq. mt. in the name of Shakuntala Singh

Property 2: 1st pari passu charge Immovable property situated at premises No. 17/1A, Nimtala Ghat Street, Bastu land
at Jorabagan, Kolkata-700006 of 2.19 cottah in the name of Smt. Kalyani Singh

Property 3: 1st pari passu charge Immovable property situated at premises No. 17/1B, Nimtala Ghat Street, Bastu land
at Jorabagan, Kolkata-700006 of 3.50 cottah in the name of Anand Kumar Singh

Property 4: 1st pari passu charge Factory Building and Plant & Machinery at NH 2, Singur, Hooghly.

Property 5: 1st pari passu charge Immovable property situated at Mouza Chhinamore, Hooghly measuring 1016.70
cottah in the name of Sylvan Plyboard (India) Ltd and Laptop Vyapaar Pvt Ltd

Property 6: 1st pari passu charge Immovable property situated at Premises No. 41, Bipin Behari Ganguly Street,
Kolkata-700012, measuring 2626 Sq. ft in the name of the Company.

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Assignment of LIC Policies valuing 0.25 Crores in the name of Guarantors, Pledge of FDR valuing 4.14 Crores in the
name of the Company, 1st charge on pari passu of hypothecation of plant and machinery and all other movable fixed
assets (both present and future) in the name of the company along with consortium lender-PNB. Pari Passu first charge
on FDR valued at Rs. 0.89 Crores along with other consortium lender-PNB.

Personal Guarantee of Anand Kumar Singh, Kalyani Singh, Jai Prakash Singh and Shakuntala Singh and Corporate
Guarantee of Singh Suppliers Pvt Ltd.

2. ICICI Bank
I) Facility :Term Loan (Car Loan)
Loan Limit :Rs.6.00 Lacs
Date of Sanction :18.05.2022
Rate of Interest :7.94%
Repayment Terms :Repayable in 60 Monthly Installment of Rs. 0.12 Lacs from June, 2022

3. TATA Capital Financial Services Ltd.

(I)Facility :Equipment Finance
Loan Limit :Rs.35.25 Lacs
Date of Sanction :06.12.2018
Rate of Interest :12.50% P.A.
Repayment Terms :Repayable in 60 Monthly Installment of Rs. 0.59 Lacs from January, 2019

4. Punjab National Bank

(I)Facility :Term Loan
Loan Limit :Rs. 200.00 Lacs
Date of Sanction :14.09.2023
Rate of Interest :RLLR (9.25) + 0.60% i.e. 9.85%
Repayment Terms :Repayable in 5 Years, Monthly Installment of Rs. 3.33 Lacs from October 2023

II) Facility :Term Loan

Loan Limit :Rs. 200.00 Lacs
Date of Sanction :14.09.2023
Rate of Interest : RLLR (9.25) + 0.60% i.e. 9.85%
Repayment Terms : Repayable in 4 Years, Monthly Installment of Rs. 4.17 Lacs from August 2024

III) Facility :Cash Credit

Loan Limit :Rs.4250.00 Lacs
Date of Sanction :14.09.2023
Rate of Interest :RLLR (9.25) + 0.60% i.e. 9.85%
Repayment Terms :Repayable on Demand.

IV) Facility :GECL

Loan Limit :Rs.187.00
Date of Sanction :14.09.2023
Rate of Interest :RLLR+BSP+0.85% i.e.9%
Repayment Terms :Repayable in 28 monthly Installment of Rs. 11.68 Lacs

V) Facility :GECL Extension Facility

Loan Limit :Rs.219.00
Date of Sanction :14.09.2023
Rate of Interest :RLLR+BSP+0.85% i.e.9%
Repayment Terms :Repayable in 36 monthly Installment of Rs. 6.08 Lacs post moratorium period of 24
months from the date of first disbursement.
VI) Facility :GECL
Loan Limit :Rs.85 Lacs
Date of Sanction :14.09.2023
Rate of Interest :RLLR+(4.00+2.80) +1.00% i.e. 7.80% p.a.
Repayment Terms :Repayable in 36 monthly Installment of Rs.5.69 Lacs after moratorium period of 12
months.

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VII) Facility :GECL Extension Facility

Loan Limit :Rs.102.50 Lacs
Date of Sanction :14.09.2023
Rate of Interest :RLLR+BSP+0.85% i.e.7.65%
Repayment Terms :Repayable in 36 monthly Installment of Rs. 2.85 Lacs post moratorium period of 24
Months.

VIII) Facility :Inland LC/FLC/SBLC/FLG/ Forward Contract

Loan Limit :Rs.2100 Lacs
Date of Sanction :14.09.2023
Repayment Terms :Repayable on demand.

IX) Facility :Letter of Guarantee (ILG)

Loan Limit :Rs.100 Lacs
Date of Sanction :14.09.2023
Repayment Terms :Repayable on demand.

Primary Security:-
Cash Credit: 1st Pari Passu Charge on entire stocks of Raw Materials, Stock in Process, Spares, Finished Goods and
Books Debts of the Company (Both Present & Future) along with First Charge on entire Current Assets of the
Company along with other lenders of the consortium.

Term Loan: Hypothecation of the machineries purchased out of Term Loan.

Term Loan: Hypothecation of the machineries purchased out of Term Loan.

GECL & GECL Extension: 2nd Pari-Passu charge on entire current assets and moveable fixed assets (other than
vehicles and those financed by other FIs) both present and future.

Inland LC/FLC/SBLC/FLG/ Forward Contract: Documents of title to goods in case of L/C on DP basis.
Hypothecation charge over goods in case of L/C on DA basis and the documents shall be delivered against Trust
Receipt. FLC/SBLC/FLG under trade credit-Shipping documents (DA/DP) including bills of lading/covering imported
raw materials/stores/spares along with insurance and other usual documents. ILC-DP/DA bills accompanied by
RRs/MTRs of approved transport companies covering purchase of raw materials/stores/spares.

Letter of Guarantee (ILG): Counter indemnity from the borrower. Security available in CC(H) facility shall also be
available as security for this facility as well along with other non fund based limits.

Collateral Security for all Facilities: (Hypothecation/Mortgage of Block Assets Immovable Properties:
Collateral Securities on First pari-passu basis:

Property 1: Flat No. 32, Block-B-4, Imlak/Ananta Colony, Sikraul, Varanasi with super built up area 78.88 sq. mtr.
With proportionate land 692 sq. mt. in the name of Shakuntala Singh

Property 2: Immovable property situated at premises No. 17/1A, Nimtala Ghat Street, Bastu land at Jorabagan,
Kolkata-700006 of 2.19 cottah in the name of Smt. Kalyani Singh

Property 3: Immovable property situated at premises No. 17/1B, Nimtala Ghat Street, Bastu land at Jorabagan,
Kolkata-700006 of 3.50 cottah in the name of Anand Kumar Singh

Property 4: Factory Building and Plant & Machinery at NH 2, Singur, Hooghly.

Property 5: Immovable property situated at Mouza Chhinamore, Hooghly measuring 1016.70 cottah in the name of
Sylvan Plyboard (India) Ltd and Laptop Vyapaar Pvt Ltd

Property 6: Immovable property situated at Premises No. 41, Bipin Behari Ganguly Street, Kolkata-700012, measuring
2626 Sq. ft in the name of the Company.

LIC Policies valuing 0.25 Crores in the name of Guarantors, FDR valuing 4.14 Crores in the name of the Company,
EQM of Passage right in the name of the Company with leasehold right, 1 st charge on pari passu basis on moveable
fixed assets of the company both present and future.

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Personal Guarantee of Anand Kumar Singh, Kalyani Singh, Singh Suppliers Pvt Ltd, Jai Prakash Singh and
Shakuntala Singh.

5. Indian Bank

(INR in Lacs)
Facilities Amount ROI Repayment Terms
Term Loan (WCTL ECLGS 1.0) 127.00 REPO + 3.35% i.e. 9.25% Repayable in 24 months
Term Loan (WCTL ECLGS 1.0 Ext.) 95.00 REPO + 3.35% i.e. 9.25% Repayable in 50 months
Cash Credit 1050.00 REPO + 4.40% i.e. 10.30% 12 months
LC/SBLC (Inland & Foreign) 2100.00 -- LC – 90 Days
FLC – 270 Days
Total Limit 3372.00
(*Note: Existing Loan Facilities with Indian Bank sanctioned vide sanction letter dated 03/11/2022 has been taken over
by Union Bank, Overseas Branch vide Sanction Letter Ref No. OSB/KOLMET/ADV/3008/2023-24 dated 29.12.2023.)

For Dokania S. Kumar & Co.

Chartered Accountant
Firm Registration No. 322919E

Sd/-

CA Sourav Dokania
Partner
Membership No. 304128
UDIN: 24304128BKAPWI8912
Place: Kolkata
Dated: 22.03.2024

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND

RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our restated
financial statements for the nine months period ended 31 st December 2023 and for the financial year ended on 31st March
2023, 31st March 2022 and 31st March 2021 including the notes and significant accounting policies thereto and the reports
thereon, which appear elsewhere in this Draft prospectus. You should also see the section titled “Risk Factors” beginning
on page 21 of this Draft prospectus, which discusses a number of factors and contingencies that could impact our financial
condition and results of operations. The following discussion relates to our Company, unless otherwise stated, is based on
restated audited financial statements.

These financial statements have been prepared in accordance with Ind GAAP, the Companies Act and the SEBI (ICDR)
Regulations and restated as described in the report of our auditors dated March 22, 2024 which is included in this Draft
prospectus under the section titled “Financial Information as Restated” beginning on page 193 of this Draft prospectus.
The restated financial statements have been prepared on a basis that differs in certain material respects from generally
accepted accounting principles in other jurisdictions, including US GAAP and IFRS. We do not provide a reconciliation of
our restated financial statements to US GAAP or IFRS and we have not otherwise quantified or identified the impact of the
differences between Indian GAAP and U.S. GAAP or IFRS as applied to our restated financial statements.

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 “Risk Factors” and “Forward Looking Statements” beginning on
pages 21 and 15 respectively, and elsewhere in this draft prospectus

Accordingly, the degree to which the financial statements in this draft prospectus will provide meaningful information
depends entirely on such potential investor's level of familiarity with Indian accounting practices. Our F.Y. ends on March
31 of each year; therefore, all references to a particular fiscal are to the twelve-month period ended March 31 of that year.
Please also refer to section titled “Certain Conventions, Use of Financial, Industry and Market Data and Currency
Presentation” beginning on page 13 of this draft prospectus.

BUSINESS OVERVIEW

Our Company was originally incorporated as “Singh Brothers Exim Private Limited” at Kolkata, West Bengal as a Private
Limited Company under the provisions of Companies Act, 1956 vide Certificate of Incorporation dated August 20, 2002
bearing Corporate Identification Number U51431WB2002PTC095027 issued by the Deputy Registrar of Companies, West
Bengal. On January 01, 2004, our Company has acquired the business of M/s. Singh Brothers & Co. (Proprietorship Firm
of Jai Prakash Singh). Further, to reflect the brand name “SYLVAN” and business activity, the name of our Company was
changed to “Sylvan Plyboard (India) Private Limited”, pursuant to Special Resolution passed by the members in Extra-
Ordinary General Meeting held on January 18, 2013 and consequently Fresh Certificate of Incorporation dated March 05,
2013 was issued by Registrar of Companies, West Bengal. Subsequently, our Company was converted into Public Limited
Company pursuant to Special Resolution passed by the members in Extra-Ordinary General Meeting held on May 24, 2018
and the name of our Company was changed to “Sylvan Plyboard (India) Limited” vide a Fresh Certificate of Incorporation
dated June 19, 2018, issued by the Registrar of Companies, Kolkata. The Corporate Identification Number of our Company
is U51431WB2002PLC095027.

Incorporated in the year 2002, our Company is engaged into manufacturing of various wood products such as plywood,
block board, flush door, veneer and sawn timber across various grades and thickness. In the year 1951, Jai Prakash Singh
(Whole Time Director of our company and father of our promoter) through his proprietorship concern, M/s. Singh Brothers
& Co., started the business as a trading concern of indigenous timber logs and subsequent selling the same in Indian
market. Leveraging the knowledge of timber products and domestic market, in the year 2004, our Company acquired
ongoing business of M/s. Singh Brothers & Co. (Proprietorship Firm). Over the period, after establishing ourselves in
trading of timber products, we lengthened our activities to manufacturing activities by setting up an integrated
manufacturing facility in Baidyabati, West Bengal located near Kolkata which is spreading over an area of approx. 11.61
acres (5,05,732 sq. ft.).

We are dedicated to constantly expanding and updating our product range in order to stay ahead in the market. Our range
of products under our manufacturing capabilities is summarized as under:
• Plywood, Block Boards & Flush Doors
• Veneer
• Sawn Timber

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Our Company markets its products under the brand name of “Sylvan”, through its network of Branch office, Authorized
Dealers and Authorized Sub Dealers. As on the date of this Draft Prospectus, our Company has 223 Authorized Dealers
present across 13 states.

We have more than 12 numbers of plywood products in our basket, thickness ranging from 4 mm to 40 mm. Plywood
segment (including Block Board and Flush Door) contributes approx. 81.74% of our revenue from operations. Our
Company has large range of product offering to wide range of customers, “Sylvan Z+” is the most premium plywood
product of our Company amongst other offerings in premium segment. We have “Robusta Premium” & “Prima Plus” for
middle segment and “Sylvan Blu” which is aimed at lower and lower class segment with a view of addressing the growing
demand of cheaper plywood and their alternatives. We also offer Boiling Water Proof (BWP) and Boiling Water Resistant
(BWR) plywood. Our range of plywood products caters to various customers across various segments.

Our manufacturing facility has been strategically located in proximity to Kolkata Port Trust leading to easier imports. The
facility has an integrated manufacturing process in which entire activity of the production process is carried out in-house
avoiding the dependency on third parties for the manufacturing activity. The manufacturing facility has sufficient number
of ponds for moisturising timber logs, in-house resin/glue production unit, thermic fluid heater unit, laboratory among
other facilities which ensures cost minimization and in-house production of entire product range.

Our strength has been the quality and the diverse range of products which we offer to our customers, since we procure
timber logs ourselves, we ensure that the quality of logs we procure which ultimately defines the quality of finished
products is maintained. Our Company has been upgrading the machineries in its facility on certain intervals with a view of
achieving better operational efficiency.

Our products comply with quality standards of Bureau of Indian Standards (BIS) i.e. IS 303:1989, IS 710:2010, IS
2202:1999, IS 1659:2004, IS 5509:2021 and IS 10701:2012. We have been awarded ISO 9001:2015 (Quality Management
System), ISO 14001:2015 (Environmental Management System) and ISO 45001:2018 (Occupational Health & Safety
Management System) for manufacture and supply of Venner, Plywood, Block Board and Flush Door. Our Company has
established independent Research & Development laboratories at our manufacturing facilities. The products manufactured
by Our Company are regularly tested batchwise for mechanical and chemical properties before the batch is approved.

We believe role of management is equally important as to that of our employees for growth of our business, and
accordingly we have placed an experienced management team to look after various facets of operations. Our Company is
promoted by Anand Kumar Singh who has an experience of more than 25 years in the timber and related industry. Further,
our management team comprises of individuals having adequate experience in their respective fields. The team has helped
us to professionally manage our business operations.

OUR OPERATIONAL PRESENCE

Registered Office: NH-2, Delhi Road, Champsara, Chinnamore, Baidyabati, Hooghly- 712222, West Bengal, India.
Corporate Office: Adventz Infinity@5, Block-BN5, Office No. 802, Sector-V, Salt Lake, Kolkata – 700091, West
Bengal, India
Manufacturing Facility: NH-2, Delhi Road, Champsara, Chinnamore, Baidyabati, Hooghly- 712222, West Bengal, India.
Branch/Sales/Marketing Offices: 5, Nimtalla Ghat Street, 2nd Floor, Kolkata - 700006, West Bengal, India

SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST AUDITED PERIOD

In the opinion of the Board of Directors of our Company, since the date of the last audited period i.e. December 31, 2023
as disclosed in this draft prospectus, there have not arisen any circumstance that materially or adversely affect or are likely
to affect the trading or profitability of our Company or the value of its assets or its ability to pay its material liabilities
within the next twelve months except as follows:

1. The Board of Directors have decided to get their equity shares listed on EMERGE Platform of National Stock
Exchange of India Limited and pursuant to Section 62(1)(c) of the Companies Act 2013, by a resolution passed at its
meeting held on February 24, 2024 proposed the Issue, subject to the approval of the shareholders and such other
authorities as may be necessary.

2. The shareholders of the Company have, pursuant to Section 62(1)(c) of the Companies Act 2013, by a special
resolution passed in the Extra Ordinary General Meeting held on March 20, 2024 authorized the Initial Public Offer.

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KEY FACTORS AFFECTING OUR RESULTS OF OPERATION

1. Covid-19 pandemic.
2. Our dependence on limited number of customers/suppliers/brands for a significant portion of our revenues;
3. Any failure to comply with the financial and restrictive covenants under our financing arrangements;
4. Our ability to retain and hire key employees or maintain good relations with our workforce;
5. Impact of any reduction in sales of our services/products;
6. Rapid Technological advancement and inability to keep pace with the change;
7. Increased competition in industries/sector in which we operate;
8. General economic and business conditions in India and in the markets in which we operate and in the local, regional
and national economies;
9. Changes in laws and regulations relating to the Sectors in which we operate;
10. Political instability or changes in the Government in India or in the government of the states where we operate could
cause us significant adverse effects;
11. Failure to obtain any applicable approvals, licenses, registrations and permits in a timely manner;
12. Occurrence of natural or man-made disasters could adversely affect our results of operations and financial condition
and
13. Our inability to successfully diversify our product offerings may adversely affect our growth and negatively impact our
profitability.

SIGNIFICANT ACCOUNTING POLICIES:

Our significant accounting policies are described in the section entitled “Financial Statements as Restated” beginning
from page no. 193 of the draft prospectus.

SUMMARY OF THE RESULTS OF OPERATION:

The following table sets forth select financial data from restated profit and loss accounts for the nine months period ended
on 31st December 2023 and for the financial years ended on 31st March 2023, 31st March 2022 and 31st March 2021 and the
components of which are also expressed as a percentage of total income for such periods.

Period Year Year Year

% of % of % of % of
Ended Ended Ended Ended
Particulars Total Total Total Total
Dec 31, March March March
Turnover Turnover Turnover Turnover
2023 31, 2023 31, 2022 31, 2021
I. Income
Revenue from Operations 16,079.18 99.30% 19,807.26 99.46% 17,182.35 99.36% 10,889.27 98.73%
Other Income 114.06 0.70% 108.06 0.54% 110.28 0.64% 139.64 1.27%
II. Total Income 16,193.24 100.00% 19,915.32 100.00% 17,292.63 100.00% 11,028.91 100.00%

III. Expenses:
Cost of Materials Consumed 9,927.40 61.31% 12,659.06 63.56% 11,578.43 66.96% 7,371.48 66.84%
Purchase of Stock-in-trade 634.45 3.92% 1,528.57 7.68% 1,738.26 10.05% 464.26 4.21%
Changes in Inventories of Finished Goods,
630.47 3.89% (1,330.11) -6.68% (1,369.76) -7.92% (738.92) -6.70%
Work-in-progress and Stock-in-trade
Employee Benefit Expenses 778.79 4.81% 855.99 4.30% 686.27 3.97% 550.76 4.99%
Finance Costs 664.39 4.10% 725.18 3.64% 560.39 3.24% 699.42 6.34%
Depreciation and Amortization Expenses 165.39 1.02% 233.79 1.17% 210.16 1.22% 195.18 1.77%
Other Expenses 2,740.26 16.92% 4,781.93 24.01% 3,495.75 20.22% 2,435.83 22.09%
IV. Total Expenses 15,541.15 95.97% 19,454.41 97.69% 16,899.50 97.73% 10,978.01 99.54%

V. Profit Before Exceptional Items and Tax 652.09 4.03% 460.91 2.31% 393.13 2.27% 50.90 0.46%
VI. Exceptional Items - - - -
VII. Profit Before Tax (VII - VIII) 652.09 4.03% 460.91 2.31% 393.13 2.27% 50.90 0.46%
VIII. Tax Expenses:
(1) Current Tax 167.34 1.03% 121.68 0.61% 94.66 0.55% 20.68 0.19%
(2) Earlier Years Taxes - - - -
(3) Deferred Tax 36.77 0.23% (13.62) -0.07% (6.84) -0.04% (6.88) -0.06%
IX. Profit for the Period After Tax 447.98 2.77% 352.85 1.77% 305.31 1.77% 37.09 0.34%

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MAIN COMPONENTS OF PROFIT AND LOSS ACCOUNT

Income

Our total income comprises of Revenue from Operations and Other Income

Revenue from Operations

Our revenue from operations comprises of Sale of Manufactured Goods and Sale of Traded Goods

Other Income

Our other income comprises of Discount & Rebate, Insurance Claim, Foreign Exchange Fluctuation, Interest on Loan,
Interest on Fixed Deposit, Rent Received, Service Charges, Gratuity, Profit on Sale of Fixed Assets etc.

Expenditure

Our total expenditure primarily consists of Cost of Materials Consumed, Purchase of Stock-in-trade, Changes in
Inventories of Finished Goods, Work-in-progress and Stock-in-trade, Employee Benefit Expenses, Finance Costs,
Depreciation and Amortization Expenses, Other Expenses

Cost of Material Consumed

Cost of materials consumed comprises of difference in opening and closing balance of stock, purchases.

Purchase of Stock-in-Trade

Purchase of Stock-in-Trade comprises of purchase of traded goods.

Changes in Inventories of Finished Goods, Work-in-progress and Stock-in-trade

Change in Inventories comprises of difference in opening and closing balance of work-in-progress, finished goods, traded
goods.

Employee Benefit Expenses

Employee benefit expenses comprises of Salaries & Bonus, PF & ESIC Contribution, EDLI & Admin Expenses, Directors
Remuneration, Staff Welfare, Gratuity

Finance Costs

Finance cost comprises of Bank Processing Fees, Commission & Charges, Interest on Bank Finance, Interest on Term
Loan, Interest on Government Dues, Interest on Buyers/Supplier's Credit

Depreciation and Amortization Cost

Depreciation and Amortization Expenses comprises of depreciation on the Tangible assets of our company i.e. Land &
Building, Factory Shed & Building, Plant & Machinery, Furniture & Fixtures, Vehicles, Computer & Software

Other Expenses

Other expenses comprise of Manufacturing Expenses i.e. Consumption of Stores & Spares, Electricity Charges, Freight
Charges, Power & Fuel, Transit Permit Fees, Salaries & Bonus, Factory Wages, Factory Overhead; Administrative &
Other Expenses i.e. Audit Fees, Assessed VAT Tax, Additional Statutory Taxes, Advertisement, Branding & Publicity,
Bad Debt, Conveyance, Commission & Incentive, Discount Allowed, Electricity Charges, Forex Fluctuation Loss, Freight
Outwards, General Expenses, Insurance Expenses, Insurance Claim Written Off, Legal & Professional Charges, Loss on
Sale of Fixed Assets, Late Payment Charges, Miscellaneous Expenses, Membership & Subscription, Professional Tax,
Printing & Stationery, Rates & Taxes, Rent, Sales Promotion, Sitting Fees of Independent Directors, Security Charges,
Software Upgradation and Renewal, Travelling Expenses, Telephone Expenses; and Repairs & Maintenance Expenses i.e.
Plant & Machineries, Others

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Provision for Taxation

The provision for current tax is computed in accordance with relevant tax regulation. Deferred tax is recognized on timing
differences between the accounting and the taxable income for the year and quantified using the tax rates and laws enacted
or subsequently enacted as on balance sheet date. Deferred tax assets are recognized and carried forward to the extent that
there is a virtual certainly that sufficient future taxable income will be available against which such deferred tax assets can
be realized in future.

FINANCIAL PERFORMANCE HIGHLIGHTS FOR THE PERIOD ENDED ON DECEMBER 31, 2023

Total Revenue

The total revenue during the period (April 01, 2023 to December 31, 2023) was ₹ 16,193.24 Lakhs and includes Revenue
from Operations and Other Incomes.

Revenue from Operations: The revenue from operation was ₹ 16,079.18 Lakhs which is almost 99.30% of total revenue
which consist Revenue from Sale of Manufactured Goods i.e. Plywood, Blockboard & Flush Door, Veneer, Sawn Timber,
Resin, Other Goods and Sale of Traded Goods i.e. Timber Logs, Sawn Timber, Venner, Other Goods

Other Income: The Other Income was ₹ 114.06 lakhs which is almost 0.70% of total revenue which consists of Discount
& Rebate, Insurance Claim, Foreign Exchange Fluctuation, Interest on Loan, Interest on Fixed Deposit, Rent Received,
Profit on Sale of Fixed Assets

Total Expenses:

The total expenses during the said period (April 01, 2023 to December 31, 2023) was ₹ 15,541.15 Lakhs which is almost
95.97% of total revenue includes Cost of Material Consumed, Purchase of Stock-in-trade, Changes in Inventories of
Finished Goods, Work-in-progress and Stock-in-trade, Employee Benefit Expenses, Finance Costs, Depreciation &
Amortization Expenses and Other Expenses.

Cost of Material Consumed: The total cost of material consumed was ₹ 9927.40 lakhs which is 61.31% of total revenue
and includes difference in opening and closing balance of stock, purchases.

Purchase of Stock-in-Trade: The Purchase of Stock-in-Trade was ₹ 634.45 lakhs which is 3.92% of total revenue and
includes purchases of traded goods.

Changes in Inventories of Finished Goods, Work-in-progress and Stock-in-trade: The Changes in Inventories of
Finished Goods, Work-in-progress and Stock-in-trade was ₹ 630.47 lakhs which is 3.89% of total revenue and includes
difference in opening and closing balance of work-in-progress, finished goods, traded goods.

Employee Benefit Expenses: The total employee benefit expenses was ₹ 778.79 lakhs which is 4.81% of total revenue
and includes Salaries & Bonus, PF & ESIC Contribution, EDLI & Admin Expenses, Directors Remuneration, Staff
Welfare

Finance Costs: The total finance costs was ₹ 664.39 lakhs which is 4.10% of total revenue and includes Bank Processing
Fees, Commission & Charges, Interest on Bank Finance, Interest on Term Loan, Interest on Government Dues

Depreciation and Amortization Expenses: The depreciation and amortization expenses was ₹ 165.39 lakhs which is
1.02% of total revenue.

Other Expenses: The total other expenses was ₹ 2740.26 lakhs which is 16.92% of total revenue and includes
Manufacturing Expenses i.e. Consumption of Stores & Spares, Electricity Charges, Freight Charges, Power & Fuel, Transit
Permit Fees, Salaries & Bonus, Factory Wages, Factory Overhead; Administrative & Other Expenses i.e. Audit Fees,
Assessed VAT Tax, Additional Statutory Taxes, Advertisement, Branding & Publicity, Conveyance, Commission &
Incentive, Discount Allowed, Electricity Charges, Freight Outwards, General Expenses, Insurance Expenses, Legal &
Professional Charges, Late Payment Charges, Miscellaneous Expenses, Membership & Subscription, Professional Tax,
Printing & Stationery, Rates & Taxes, Rent, Sales Promotion, Sitting Fees of Independent Directors, Security Charges,
Software Upgradation and Renewal, Travelling Expenses, Telephone Expenses; and Repairs & Maintenance Expenses i.e.
Plant & Machineries, Others

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Total Tax Expenses: The total tax expenses was ₹ 204.11 lakhs which is 1.26% of total revenue.

Profit before Tax: The Profit before Tax was ₹ 652.09 lakhs which is 4.03% of total revenue.

Profit after Tax: The Profit after Tax was ₹ 447.98 lakhs which is 2.77% of total revenue.

COMPARISON OF THE FINANCIAL PERFORMANCE OF FISCAL 2023 WITH FISCAL 2022

Total Revenue

The total revenue for FY 2022-23 was increased to ₹19915.32 Lakhs as against ₹17292.63 Lakhs in the FY 2021-22
primarily due to increase in revenue from operations of the Company.

Revenue from Operations: The revenue from operations of the company for FY 2022-23 was increased to ₹ 19807.26
Lakhs as against ₹ 17182.35 Lakhs in the FY 2021-22. This increase was mainly due to increase in sales of our products.

Other Income: The other income of the company for FY 2022-23 was decreased to ₹108.06 Lakhs as against ₹110.28
Lacs in the FY 2021-22. This decrease was mainly due to profit on sale of fixed asset.

Total Expenses

The total expenses for the FY 2022-23 was increased to ₹19454.41 Lacs as against ₹16899.50 Lacs in the FY 2021-22.
This increase was mainly due to increase in volume of operation during the FY as mentioned in revenue from operation
above.

Cost of Material Consumed: The total Cost of Material Consumed for the FY 2022-23 was increased to ₹12659.06 Lacs
as against ₹11578.43 in the FY 2021-22. This increase was mainly due to increase in volume of operation during the FY as
mentioned in revenue from operation above.

Purchase of Stock-in-Trade: The purchase of stock-in-trade for the FY 2022-23 was decreased to ₹1528.57 Lakhs as
against ₹1738.26 Lakhs in the FY 2021-22. This decrease was mainly due to decrease in purchase of traded goods.

Changes in Inventories of Finished Goods, Work-in-progress and Stock-in-trade: The Changes in Inventories of
Finished Goods, Work-in-progress and Stock-in-trade for the FY 2022-23 was ₹(1330.11) Lakhs as against ₹(1369.76)
Lakhs in the FY 2021-22. This was mainly due to increase in closing stock.

Employee Benefit Expenses: The Employee Benefit Expenses for the FY 2022-23 was increased to ₹855.99 Lakhs as
against ₹686.27 in the FY 2021-22. This increase was mainly due to increase in salaries and bonus.

Finance Cost: The Finance Cost for the FY 2022-23 was increased to ₹725.18 Lakhs as against ₹560.39 Lakhs in the FY
2021-22. This increase was mainly due to increase in Bank Processing Fees, Commission & Charges, Interest on Bank
Finance, Interest on Term Loan, Interest on Government Dues, Interest on Buyers/Supplier's Credit.

Other Expenses: The Other Expenses for the FY 2022-23 was increased to ₹4781.93 Lakhs as against ₹3495.75 Lakhs in
the FY 2021-22. This increase was mainly due to increase in volume of operation during the FY as mentioned in revenue
from operation above.

Depreciation and Amortisation Expenses: The Depreciation and Amortisation expenses for FY 2022-23 was increased
to ₹233.79 Lakhs as against ₹210.16 Lakhs in the FY 2021-22. This increase was mainly due to addition in tangible assets.

Total Tax Expenses: The total tax expenses for FY 2022-23 was increased to ₹108.06 Lakhs as against ₹87.82 Lakhs in
the FY 2021-22. This increase was mainly due to increase in Profit before Tax

Profit/ (Loss) Before Tax: The restated Profit before Tax for FY 2022-23 was increased to ₹460.91 Lakhs as against
₹393.13 Lakhs in the FY 2021-22. This increase was mainly due to increase in volume of operation.

Profit/ (Loss) After Tax: The restated Profit after Tax for FY 2022-23 has been increased to ₹352.85 Lakhs as against
₹305.31 Lakhs in the FY 2021-22. This increase was mainly due to increase in volume of operation.

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COMPARISON OF THE FINANCIAL PERFORMANCE OF FISCAL 2022 WITH FISCAL 2021

Total Revenue

The total revenue for FY 2021-22 was increased to ₹17292.63 Lakhs as against ₹11028.91 Lakhs in the FY 2020-21
primarily due to increase in revenue from operations of the Company.

Revenue from Operations: The revenue from operation of the company for FY 2021-22 was increased to ₹17182.35
Lakhs as against ₹10889.27 Lakhs in the FY 2020-21. This increase was mainly due to increase in sales of our products.

Other Income: The other income of the company for FY 2021-22 was decreased to ₹110.28 Lakhs as against ₹139.64
Lakhs in the FY 2020-21. This decrease was mainly due to decrease in foreign exchange fluctuation.

Total Expenses

The total expenses for the FY 2021-22 was increased to ₹16899.50 Lakhs as against ₹10978.01 Lakhs in the FY 2020-21.
This increase was mainly due to increase in volume of operation during the FY as mentioned in revenue from operation
above.

Cost of Material Consumed: The total Cost of Material Consumed for the FY 2021-22 was increased to ₹11578.43 Lakhs
as against ₹7371.48 in the FY 2020-21. This increase was mainly due to increase in volume of operation during the FY as
mentioned in revenue from operation above.

Purchase of Stock-in-Trade: The purchase of stock-in-trade for the FY 2021-22 was increased to ₹1738.26 Lakhs as
against ₹464.26 in the FY 2020-21. This increase was mainly due to increase in purchase of traded goods.

Changes in Inventories of Finished Goods, Work-in-progress and Stock-in-trade: The Changes in Inventories of
Finished Goods, Work-in-progress and Stock-in-trade for the FY 2021-22 was ₹(1369.76) Lakhs as against ₹(738.92)
Lakhs in the FY 2020-21. This was mainly due to increase in closing stock.

Employee Benefit Expenses: The Employee Benefit Expenses for the FY 2021-22 was increased to ₹686.27 Lakhs as
against ₹550.76 in the FY 2020-21. This increase was mainly due to increase in salaries and bonus.

Finance Cost: The Finance Cost for the FY 2021-22 was decreased to ₹560.39 Lakhs as against ₹699.42 Lakhs in the FY
2020-21. This decrease was mainly due to decrease in interest on bank finance.

Other Expenses: The Other Expenses for the FY 2021-22 was increased to ₹3495.75 Lakhs as against ₹2435.53 Lakhs in
the FY 2020-21. This increase was mainly due to increase in volume of operation during the FY as mentioned in revenue
from operation above.

Depreciation and Amortisation Expenses: The Depreciation and Amortisation expenses for FY 2021-22 was increased
to ₹210.16 Lakhs as against ₹195.18 Lakhs in the FY 2020-21. This increase was mainly due to addition in tangible assets.

Total Tax Expenses: The total tax expenses for FY 201-22 was increased to ₹87.82 Lakhs as against ₹13.81 Lakhs in the
FY 2020-21. This increase was mainly due to increase in Profit before Tax.

Profit/ (Loss) Before Tax: The restated Profit before Tax for FY 2021-22 was increased to ₹393.13 Lakhs as against
₹50.90 Lakhs in the FY 2020-21. This increase was mainly due to increase in volume of operation during the FY as
mentioned in revenue from operation above.

Profit/ (Loss) After Tax: The restated Profit after Tax for FY 2021-22 was increased to ₹305.31 Lakhs as against ₹37.09
Lakhs in the FY 2020-21. This increase was mainly due to increase in volume of operation during the FY as mentioned in
revenue from operation above.

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AN ANALYSIS OF REASONS FOR THE CHANGES IN SIGNIFICANT ITEMS OF INCOME AND

EXPENDITURE IS GIVEN HEREUNDER:

1. Unusual or infrequent events or transactions

Except as described in this Draft Prospectus, during the periods under review there have been no transactions or
events, which in our best judgment, would be considered unusual or infrequent.

2. Significant economic changes that materially affected or are likely to affect income from continuing operations.
There are no significant economic changes that may materially affect or likely to affect income from continuing
operations. However, Government policies governing the sector in which we operate as well as the overall growth of
the Indian economy has a significant bearing on our operations. Major changes in these factors can significantly
impact income from continuing operations.

3. Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or
income from continuing operations.
Apart from the risks as disclosed under Section “Risk Factors” beginning on page 21 in the draft prospectus, in our
opinion there are no other known trends or uncertainties that have had or are expected to have a material adverse
impact on revenue or income from continuing operations.

4. Expected Future changes in relationship between costs and revenues

Our Company’s future costs and revenues will be determined by demand/supply situation, Government Policies and
Taxation and Currency fluctuations.

5. Extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new
products or increased sales prices
Changes in revenue in the last financial years are as explained in the part “Comparison of the Financial Performance”
of above.

6. Total turnover of each major industry segment in which our Company operates
The Company is mainly engaged in manufacturing of various wood products such as plywood, block board, flush
door, veneer and sawn timber etc.

7. Status of any publicly announced New Products or Business Segment

Our Company has not announced any new product other than disclosed in this draft prospectus.

8. Seasonality of business
Our business is not seasonal in nature.

9. Competitive conditions
Competitive conditions are as described under the Chapters “Industry Overview” and “Our Business” beginning on
page 97 and 126 respectively of the draft prospectus.

10. Details of material developments after the date of last balance sheet i.e., December 31, 2023
Except as mentioned in this draft prospectus, no circumstances have arisen since the date of last financial statement
until the date of filing the draft prospectus, which materially and adversely affect or are likely to affect the operations
or profitability of our Company, or value of its assets, or its ability to pay its liability within next twelve months.

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SECTION X: LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no (i) outstanding criminal proceedings; (ii) actions taken by statutory and/or
regulatory authorities; (iii) disciplinary action including penalty imposed by SEBI or Stock Exchanges against the
Promoters in the last 5 (five) FYs including outstanding action; (iv) outstanding claims related to direct or indirect taxes;
(v) other pending litigation as determined to be material by our Board as per the materiality policy adopted by our Board
(“Materiality Policy”) in each case involving our Company, Promoters, Directors (“Relevant Parties”); or (vi) all
litigations involving our Group Companies which have a material impact on the business operations, prospects or
reputation of our Company.

For the nine months period ended December 31, 2023, our total income for the year as per the Restated Financial
Statements is ₹ 16,193.24 lakhs. Accordingly, the following types of litigation involving the Relevant Parties have been
considered material, and accordingly disclosed, as applicable:

a) pending civil cases involving the Relevant Parties where the claim/ dispute amount, to the extent quantifiable, exceeds
10% of turnover as per the Restated Financial Information for nine months period ended December 31, 2023 i.e.,
1,619.32 lakhs, or 5% of profit or loss after tax, as per the Restated Financial Statements of our Company for the
nine months period ended December 31, 2023 i.e., 22.40 lakhs, whichever is lower, or

b) where monetary liability is not quantifiable or does not exceed the threshold mentioned in point (i) above, the
outcome of any such pending proceedings may have a material bearing on the business, operations, or

c) where the monetary liability in the pending civil litigations is not quantifiable or doesn’t meet the monetary threshold
as provided in (i) above, but where an adverse outcome would materially and adversely affect the business,
operations or financial position or reputation of the Company,

It is clarified that pre-litigation notices received by the Relevant Parties (excluding those notices issued by
statutory/regulatory/tax authorities), unless otherwise decided by the Board, shall not be evaluated for materiality until
such time that the Relevant Parties are impleaded as defendants in the litigation proceedings before any judicial forum.

Except as stated in this section, there are no outstanding material dues to creditors of our Company. In accordance with
the Materiality Policy, outstanding dues to any creditor of our Company having monetary value exceeding ₹ 261.91 lakhs,
which is 5% of the total trade payables as on the date of the latest Restated Financial Statements included in this Draft
Prospectus, shall be considered as ‘material’. Accordingly, as on December 31, 2023, any outstanding dues exceeding ₹
261.91 lakhs have been considered as material outstanding dues for the purpose of disclosure in this section. Further, for
outstanding dues to any party which is a micro, small or medium enterprise (“MSME”), the disclosure will be based on
information available with the Company regarding status of the creditor as defined under Section 2 of the Micro, Small
and Medium Enterprises Development Act, 2006, as amended.

Our Company does not have any subsidiaries.

Unless stated to the contrary, the information provided below is as of the date of this Draft Prospectus.

I. LITIGATION INVOLVING OUR COMPANY

(a) Criminal proceedings against the Company

There are no outstanding criminal proceedings initiated against the Company.

(b) Criminal proceedings filed by the Company

Except as mentioned below there are no outstanding criminal proceedings initiated by the Company:

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1) Sylvan Plyboard India Limited …………… Complainant.

V/s
Sabita Agarwal …………. Accused.

Case No. CN/2605/2023

Court/ Authority Ld. Additional Chief Metropolitan Magistrate Court-I, Calcutta
Case Details The Complainant had made regular sales transactions of plywood and related
items to the accused person, who acknowledged receipt without objection and
committed to timely payments. However, the accounts of the Complainant
revealed an outstanding sum of Rs.1,24,313/- due from the accused person for
previous supplies, which, despite repeated demands, remained unpaid.
Subsequently, an account payee check issued by the accused person for the same
amount was dishonored by their bank due to insufficient funds. In response, the
complainant issued a demand notice dated July 04, 2023, seeking payment, but
the accused person failed and neglected pay the amount. The intentional issuance
of a check without adequate funds and failure to settle it within the stipulated
time invoked Section 138 of the Negotiable Instruments Act. Hence, the
complainant proceeded a trial process against the accused person under Section
138 of the Negotiable Instruments Act.
Case Status This case is pending.

2) Sylvan Plyboard India Limited …………… Complainant.

V/s
S. A. Traders ……………. Accused.

Case No. CS/147850/2023

Court/ Authority Ld. Chief Metropolitan Magistrate Court, Calcutta
Case Details The Complainant had made regular sales transactions of plywood and related
items to the accused person, who acknowledged receipt without objection and
committed to timely payments. However, the accounts of the Complainant
revealed an outstanding sum of Rs. 6,03,008/- due from the accused person for
previous supplies, which, despite repeated demands, remained unpaid.
Subsequently, an account payee check issued by the accused person for the same
amount was dishonoured by their bank due to insufficient funds. In response, the
complainant issued a demand notice dated November 09, 2023, seeking payment,
but the accused person failed and neglected pay the amount. The intentional
issuance of a check without adequate funds and failure to settle it within the
stipulated time invoked Section 138 and 141 of the Negotiable Instruments Act.
Hence, the complainant proceeded a trial process against the accused person
under Section 138 and 141 of the Negotiable Instruments Act.
Case Status This case is pending.

3) Sylvan Plyboard India Limited ……………….. Complainant.

V/s
Mr. Sandeep Tripathi ……………… Accused.

Case No. CN/685/2021

Court/ Authority Metropolitan Magistrate Court, Calcutta
Case Details The Petitioner, conducted a sales transaction with the accused person involving
the sale and delivery of plywood valued at Rs.10,43,887/- between November
27, 2020, and December 16, 2020. The accused person acknowledged receipt
without objection and agreed to make payments against specified invoices.
Subsequently, the accused person returned goods worth Rs.4,33,221/- as part
payment on February 6, 2021, leaving an outstanding balance of Rs. 6,10,666/-.
Furthermore, an account payee check for Rs. 5,66,819 was issued, but it was
dishonored due to insufficient funds. Legal proceedings were initiated by the
complainant through a notice dated April 5. The accused person is alleged to
have intentionally failed and neglected to pay the value of the dishonored check
within the stipulated time, thereby violating Section 138 of the Negotiable
Instruments Act.
Case Status This case is pending.

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4) Sylvan Plyboard India Limited …………… Complainant.

V/s
Ram Prasad Chowdhury Alapati ……………. Accused.

Case No CS /15524/2019
Court/ Authority Ld. Chief Metropolitan Magistrate Court, Calcutta
Case Details The Petitioner, made sales transactions involved the delivery of plywood of
various sizes and dimensions to the accused person on August 18, 2018, with a
commitment to pay the total value of Rs.8,48,448 within 30 days. The accused
person acknowledged the receipt without objection. After making a partial
payment of Rs. 2,50,000/-, the accused person issued an Account Payee Cheque
dated 03.01.2019 for the remaining amount of Rs. 5,98,448/-. However, this
check was dishonored by the accused person's bank due to “EXCEEDS
ARRANGEMENT” on January 3, 2019. Consequently, the complainant
demanded the value of the dishonored check through a notice dated January 29,
2019. In light of the deliberate failure to settle the dishonored check within the
prescribed period, the complainant sought legal recourse under Section 138 of
the Negotiable Instruments Act.
Case Status This case is pending

5) Sylvan Plyboard India Limited …………… Complainant.

V/s
Benudhar Das ……………. Accused.

Case No CS /15518/2019
Court/ Authority Ld. Chief Metropolitan Magistrate Court, Calcutta
Case Details The Petitioner, made sales transactions involved the delivery of plywood of
various sizes and dimensions to the accused person between April 25, 2017 to
October 26, 2017 with a commitment to pay the total value of Rs.15,42,208/-
within 30 days. The accused person acknowledged the receipt without objection.
After making a partial payment of Rs.9,14,857/-, the accused person issued an
Account Payee Cheque dated January 7, 2019 for an amount of Rs.3,00,000/-.
However, this check was dishonored by the accused person's bank due to
“EXCEEDS ARRANGEMENT” on January 28, 2019. Consequently, the
complainant demanded the value of the dishonored check through a notice dated
February 07, 2019. In light of the deliberate failure to settle the dishonored check
within the prescribed period, the complainant sought legal recourse under
Section 138 of the Negotiable Instruments Act.
Case Status This case is pending

(c) Actions by statutory and regulatory authorities against the Company

There are no outstanding actions by statutory or regulatory authorities initiated against the Company.

(d) Tax Proceedings:

(i) Direct Tax:

A.Y. Section Code Date of Amount Particular

Demand
2016-17 143(3) 27-12-2018 16,664 No Appeal has been preferred against the
Demand. The matter is Pending.
2018-19 143(1)a 16-10-2019 40,663 No Appeal has been preferred against the
Demand. The matter is Pending.
2019-20 143(1)a 30-4-2020 26,820 No Appeal has been preferred against the
Demand. The matter is Pending.
2022-23 143(1) 16-03-2023 85,496 The appellant in this case is challenging an
addition of Rs. 2,59,368 made to their returns
under section 143(1) of the Income Tax Act

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A.Y. Section Code Date of Amount Particular

Demand
1961 for an alleged delay in depositing the
Employees’ Contribution to Provident Fund
and Employees State Insurance. The appellant
stated that they had duly deposited the
contributions but faced technical issues with
the portal, leading to a delay of only 2 days,
which was communicated to the PF
Commissioner. Despite this, the addition was
made without giving the appellant an
opportunity to explain. Consequently, feeling
aggrieved by this decision, the appellant has
filed an appeal with the Commissioner of
Income Tax (Appeals) to contest the addition.
Matter is pending.

(ii) Indirect Tax:

There are no outstanding actions by Indirect Tax authorities initiated against the Company.

(e) Other pending material litigations against the Company

There are no other outstanding litigations initiated against the Company.

(f) Other pending material litigations filed by the Company

Except as mentioned below, there are no outstanding litigations initiated by the company:

1) Sylvan Plyboard India Limited …………… Plaintiff.

V/s
The United India Insurance Company Limited ……………. Defendant.

Case No. C.S. No. 234/2023

Court/ Authority Hon’ble High Court, Calcutta
Case Details The Plaintiff has insured its buildings, shades, plants, machinery and stocks under
Standard Fire and Special Perils policy with the Defended for a period on
13.10.2020 to 12.10.2021.

On November 15, 2020, a fire erupted in the factory, causing destruction and
damage to the insured property. The Plaintiff promptly notified the Defendant,
who sent a surveyor to assess the loss on November 16, 2020. Despite the
Plaintiff's full cooperation with the surveyor and submission of all required
documents, the Defendant engaged a private investigating agency to probe the fire
incident.

On August 2, 2021, the Defendant repudiated the insurance claim by invoking

General Condition No. 8 of the Insurance Policy. Following this decision, the
Plaintiff requested the Survey Report and purported Forensic Report from the
Defendant via email on August 10, 2021. However, the Defendant declined to
disclose these reports. Subsequently, the Defendant provided a copy of the Survey
Report dated June 30, 2021, and an Addendum dated July 19, 2021, in response to
a Right to Information (RTI) filed by the Plaintiff. However, the Private
Investigator’s purported report was not provided. The report alleged that the fire
was caused by a deliberate and willful act of the Plaintiff.

The Plaintiff claims that the Defendant is obligated to pay an amount of

Rs.1,05,11,481/-. Dissatisfied with the Defendant’s actions, the Plaintiff has filed
this suit before the Commercial Division of the Honorable High Court.
Case Status This case is pending

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2) Sylvan Plyboard (India) Limited &Anr. …………… Petitioner.

V/s
State of West Bengal & Ors. …………. Respondent.

Case No WPA/4560/2018
Court/ Authority High court, Calcutta
Case Details In an endeavor to levy market fees on Plywood and Veneer produced by the
petitioners, the respondents took action. The West Bengal Government, through
Notification No.169-M.W. & C/9M-49/2000 dated 20th January, 2005, and 391-
M.W. & C/9M-49/2000 dated 11th February, 2005, exempted market fees on
Plywood and Veneer under the authority of Sub-section 1(a) of Section 2 of the
West Bengal Agricultural Produce Marketing (Regulation) Act, 1972,
categorizing Plywood under category XII (Miscellaneous). Subsequently,
through another notification numbered 1375-MW&C/9M-49/2000, Plywood and
Veneer were included in the Schedule of the aforementioned Act of 1972. A writ
petition filed by Century Plyboards (India) Limited was adjudicated by this
Hon'ble Court on 17th February, 2017, wherein the Court invalidated the
notifications of 9th August, 2006, and 5th April, 2007, deeming them ultra vires.
The Court also directed the refund of payments made by Century Plyboards
(India) Limited. Following this, the respondents issued a subsequent Notification
on 24th July, 2017, listing veneer & plywood as scheduled items under the Act of
1972. In response, the petitioners, through their legal representative, submitted a
detailed representation to the respondents, leading to the initiation of this writ
petition.

The Hon’ble High Court vide its order dated 6 th June, 2018 has granted a stay on
demanding/collecting/assessing any levy of Plywood or Veneer till the disposal
of the case.
Amount Involved Not Ascertainable
Case Status This case is pending

II. LITIGATION INVOLVING OUR PROMOTERS AND DIRECTORS OF THE COMPANY

(a) Criminal proceedings against the Promoters and Directors

There are no outstanding criminal proceedings initiated against the Promoters and Directors.

(b) Criminal proceedings filed by the Promoters and Directors

There are no outstanding criminal proceedings initiated by the Promoters and Directors.

(c) Actions by statutory and regulatory authorities against the Promoters & Directors Of the company

There are no outstanding actions by statutory or regulatory authorities initiated against the Promoters & Directors.

(d) Tax Proceedings: Proceedings against the Promoters & Directors.

Direct Tax:

There are no outstanding actions by Direct Tax authorities initiated against the Promoters & Directors.

Indirect Tax:

There are no outstanding actions by Indirect Tax authorities initiated against the Promoters & Directors.

(e) Other pending material litigations against the Promoters & Directors of the company

There are no outstanding litigations initiated against the Promoters and Directors.

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(f) Other pending material litigations filed by the Promoters & Directors of the company

There are no outstanding litigations initiated by the Promoters and Directors.

III. LITIGATION INVOLVING OUR GROUP COMPANIES

(a) Criminal proceedings against the Group Companies

There are no outstanding criminal proceedings initiated against the Group Companies

(b) Criminal proceedings filed by the Group Companies

Except as mentioned below there are no outstanding criminal proceedings initiated by the group companies:

1) Shree Krishna Timber Co. Pvt. Ltd. …………… Complainant.

V/s
Bhanwar Lal Jain …………. Accused

Case No CS/42871/2018
Court/ Authority Ld. Chief Metropolitan Magistrate Court, Calcutta
Case Details The case pertains to a complaint lodged by Shree Krishna Timber Co. Pvt. Ltd.
against an individual who issued a cheque amounting to Rs.1,56,688/- to settle a
portion of the outstanding debts. However, the cheque was dishonored by the
drawee bank due to an "ACCOUNT BLOCKED" scenario when presented by
the complainant on March 12, 2018. Subsequently, a legal notice was dispatched
to the accused individual on March 16, 2018 adhering to the 15-day requirement
stipulated in Section 138 of the Negotiable Instrument Act, 1881. Despite
receiving the notice, the accused party failed to fulfill the payment obligation,
leading to the filing of a complaint under section 138 of the Act. The complaint
alleges that the accused deliberately misled the complainant by issuing a check
without sufficient funds and failing to settle the dues within the specified
timeframe, thereby triggering the application of Section 138 of the Negotiable
Instruments Act. Consequently, the complainant initiated legal proceedings
against the accused individual under Section 138 of the Negotiable Instruments
Act.
Amount Involved Rs.1,56,688/-
Case Status This case is pending

(c) Actions by statutory and regulatory authorities against the Group Companies

There are no outstanding actions by statutory or regulatory authorities initiated against the Group Companies

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(d) Tax Proceedings: Proceedings against the Group Companies.

Direct Tax: - Based on materiality policy, there are no outstanding Tax Proceedings against the Group
Companies which falls under the limit and have impact on issuer company

Indirect Tax: There are no outstanding actions by Indirect Tax authorities initiated against the Companies.

(e) Other pending material litigations against the Group Companies

There are no outstanding litigations initiated against the Group Companies

(f) Other pending material litigations filed by the Group Companies

Except as disclosed below, there are no outstanding litigations initiated by the Promoters and Directors.

1) Shree Krishna Timber Co. Pvt. Ltd. and Anr. …………… Complainant.
V/s
State of West Bengal & Ors. …………. Accused

Case No CS/27450/2012
Court/ Authority High Court, Calcutta
Case Details The case involves a legal dispute where Petitioner no. 1, Company and Petitioner
no. 2, a shareholder and director of Petitioner no. 1, allege that their constitutional
and legal rights have been infringed by the respondent authorities. Petitioner no. 2
acquired land in 1998, subsequently sold to Petitioner no. 1 Company, which
established a sawmill on the land, obtained licenses, and invested around Rs.2
Crores in the mill. The land was later reclassified as a factory site. In 2006, both
Petitioner no. 2 and another party received notices regarding the government’s
intention to acquire the land for a disposal site. Disputes arose concerning
compensation and land interests. A notice under section 4(1) of the Land
Acquisition Act, 1894 was issued on July 17, 1991. Petitioner No. 1 Company
objected to this notice. Despite their protest, the respondents proceeded with the
land acquisition, leading to a notice from Respondent No. 3 Authority instructing
the petitioners to vacate the land. The petitioners assert that the entire process is
unlawful and void. Subsequently, the petitioners received further notices to vacate
the land. Dissatisfied with these repeated notices, the petitioners approached the
Hon’ble court through a Writ Petition, citing the aforementioned grounds as
reasons for their grievance.

The Hon’ble High Court vide its order dated 22.02.2013 has granted a stay on the
proceedings initiated by the Respondents during the proceedings of this case.
Amount involved Not Ascertainable
Case Status The case is pending

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OUTSTANDING DUES TO SMALL SCALE UNDERTAKINGS OR ANY OTHER CREDITORS

There are no disputes with such entities in relation to payments to be made to our Creditors. The details pertaining to
amounts due towards such creditors are available on the website of our Company.

Below are the details of the Creditors outstanding amount as on December 31, 2023:

Name No. of Balance as on

Creditors December 31, 2023
(₹ in lakhs)
Total Outstanding dues to Micro and Small & Medium Enterprises (MSME)* 05 26.66
Total Outstanding dues to Creditors other than MSME# 1,255 5,211.63
* The above information has been provided as available with the company to the extent such parties could be identified on
the basis of the information available with the company regarding the status of supplier under the Micro, Small and
Medium Enterprises Development Act, 2006 and as per restated financial statements”

Outstanding Litigations involving the Company or involving any other person or company whose outcome may
have a material adverse effect on the Company’s results of operations or financial position.

Except as described above, as on date of this draft prospectus, there are no outstanding litigations involving the Company,
or involving any other person or company whose outcome may have a material adverse effect on the Company’s results of
operations or financial position.

There are no litigations or legal actions, pending or taken, by any Ministry or Department of the Government or a
statutory authority against our Promoters during the last 5 years.

Pending proceedings initiated against our Company for economic offences.

There are no pending proceedings initiated against our Company for economic offences.

Inquiries, investigations etc. instituted under the Companies Act, 2013 or any previous Companies enactment in the
last 5 years against our Company.

There are no inquiries, investigations etc. instituted under the Companies Act or any previous Companies enactment since
incorporation against our Company.

Material Fraud against our Company in the last five years

There has been no material fraud committed against our Company since incorporation.

Fines imposed or compounding of offences for default

There are no fines imposed or compounding of offences for default or outstanding defaults.

Non-Payment of Statutory Dues

Except as disclosed in the chapter titled “Financial Statements as Restated” beginning on pages 193 there are have been
no defaults or outstanding defaults in the payment of statutory dues payable under the Employees Provident Funds and
Miscellaneous Provisions Act, 1952 and the Employees State Insurance Act, 1948.

Material Developments occurring After Last Balance Sheet Date

Except as disclosed in Chapter titled “Management’s Discussion & Analysis of Financial Conditions & Results of
Operations” beginning on page 231 of this draft prospectus, there have been no material developments that have occurred
after the Last Balance Sheet Date.

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GOVERNMENT AND OTHER APPROVALS

Our Company has received the necessary licenses, permissions and approvals from the Central and State Governments and
other government agencies/regulatory authorities/certification bodies required to undertake the Issue or continue our
business activities. In view of the approvals listed below, we can undertake the Issue and our current business activities and
no further major approvals from any governmental/regulatory authority, or any other entity are required to be undertaken,
in respect of the Issue or to continue our business activities. It must, however, be distinctly understood that in granting the
above 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 in this
behalf.

The main objects clause of the Memorandum of Association of our Company and the objects incidental, enable our
Company to carry out its activities.

I. Approvals for the Issue

a) The Board of Directors have, pursuant to Section 62(1)(c) of the Companies Act, 2013, by a resolution
passed at its meeting held on February 24, 2024 authorized the Issue, subject to the approval of the
shareholders and such other authorities as may be necessary.

b) The shareholders of our Company have, pursuant to Section 62(1)(c) of the Companies Act, 2013, by a
special resolution passed in the Extra Ordinary General Meeting held on March 20, 2024 authorized the
Issue.

c) Our Company has received an in-principle approval from the National Stock Exchange of India Limited
dated [●] for listing of Equity Shares issued pursuant to the Issue.

d) Our Company’s ISIN is “INE01IH01015”.

II. Approvals pertaining to Incorporation of our Company

Name of Date of
Registration/License No Applicable Law Issuing Authority Validity
Registration Issue
Certificate of U51431WB2002PTC095027 Companies Act, Registrar of August 20, Till
Incorporation of 1956 Companies, West 2002 Cancelled
“Singh Brothers Bengal
Exim Private
Limited”
Certificate of U51431WB2002PTC095027 Companies Act, Registrar of March 05, Till
Incorporation 1956 Companies, West 2013 Cancelled
pursuant to change Bengal
of name from
“Singh Brothers
Exim Private
Limited” to “Sylvan
Plyboard (India)
Private Limited
Certificate of U51431WB2002PLC095027 Companies Act, Registrar of June 19, Till
Incorporation 2013 Companies, 2018 Cancelled
consequent upon Kolkata
conversion from
Private Limited to
Public Company
from “Sylvan
Plyboard (India)
Private Limited” to
“Sylvan Plyboard
(India) Limited”

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III. Business Related Approvals

Name of Registration/
Applicable Law Issuing Authority Date of Issue Validity
Registration License No
Udyam Registration UDYAM-WB-10- Micro, Small and Government of India August 03, Till
Certificate 0001035 Medium Enterprises Ministry of Micro, 2020 Cancelled
Development Act, Small and Medium
2006 Enterprises
Certificate of Foreign Trade Directorate General
March 19, Till
Importer-Exporter 0202021246 (Development and of Foreign Trade,
2003 Cancelled
Code Regulation) Act, 1992 Government of India
The Employees Employees Provident
Provident Fund Till
Registration
WBHLO0049400000 Provident Fund Act, Fund Organization -- Cancelled
1952 Government of India
Employees State
Employees State
The Employees State Insurance Till
Insurance 41000185210000901
Insurance Act, 1948 Corporation,
-- Cancelled
Registration
Government of India
Membership Indian Green Indian Green December
IGBCMP111323 --
Certificate Building Council Building Council 31, 2024

IV. Operation Related Approvals

Name of Registration/
Applicable Law Issuing Authority Date of Issue Validity
Registration License No
Bagdanga
Chinnamore Gram
Trade License - West Bengal February 09, March 31,
841 Panchayat,
Factory Panchayat Act, 1973 2022 2024
Government of West
Bengal
Payarapur Gram
Trade License – West Bengal Panchayat, September March 31,
961
Factory Panchayat Act, 1973 Government of West 17, 2022 2025
Bengal
Nabadiganta
Trade License – West Bengal March 31,
005831 Industrial Township July 17, 2023
Registered Office Municipal Act, 1993 2024
Authority
Factory License License No. 17164 The Factories Act, Directorate of December December
1948 Factories, 29, 2023 31, 2028
Reg. No. 9-HG/X/09 Government of West
Bengal
Consent to Operate CO134755 The Water West Bengal December November
(CTO – Air, Water) (Prevention & Pollution Control 15, 2023 30, 2028
Control of Pollution) Board
Act, 1974 and
Emission under Air
(Prevention &
Control of Pollution)
Act, 1981
Fire License IND/WB/FSL/ West Bengal Fire Fire License Section, January 27, February 04,
20182019/146136 Services Act, 1950 Government of West 2023 2024
Bengal
Forest License New/Howrah/B014 The Indian Forest Divisional Forest January 09, January 08,
(General) Act, 1927 Officer, Howrah 2024 2025
Division,
Government of West
Bengal

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V. Labour Related Approvals

Name of Registration/ Date of

Applicable Law Issuing Authority Validity
Registration License No Issue
Contract Labour Labour
The Contract Labour
License (Contractor: Commiserate, August 08, August 06,
CNR13/CLL/000124 (Regulation and
Jaylal Yadav – 30 Government of West 2023 2024
Abolition) Act, 1970
Workers) Bengal
Contract Labour Labour
The Contract Labour
License (Contractor: Commiserate, August 08, August 06,
CNR13/CLL/000125 (Regulation and
Bhagabata Jena – 20 Government of West 2023 2024
Abolition) Act, 1970
Workers) Bengal
Contract Labour Labour
The Contract Labour
License (Contractor: Commiserate, August 08, August 06,
CNR13/CLL/000126 (Regulation and
Dibyendu Pal – 30 Government of West 2023 2024
Abolition) Act, 1970
Workers) Bengal
Contract Labour Labour
The Contract Labour
License (Contractor: Commiserate, August 08, August 06,
CNR13/CLL/000127 (Regulation and
Subodh Pashawan – Government of West 2023 2024
Abolition) Act, 1970
30 Workers) Bengal
Contract Labour Labour
The Contract Labour
License (Contractor: Commiserate, August 08, August 06,
CNR13/CLL/000128 (Regulation and
Sourav Koley – 20 Government of West 2023 2024
Abolition) Act, 1970
Workers) Bengal
Contract Labour Labour
The Contract Labour
License (Contractor: Commiserate, August 08, August 06,
CNR13/CLL/000129 (Regulation and
Saranan Fulmali – 40 Government of West 2023 2024
Abolition) Act, 1970
Workers) Bengal
Contract Labour Labour
The Contract Labour
License (Contractor: Commiserate, August 08, August 06,
CNR13/CLL/000130 (Regulation and
Samir Baidya – 40 Government of West 2023 2024
Abolition) Act, 1970
Workers) Bengal
Contract Labour Labour
The Contract Labour
License (Contractor: Commiserate, August 08, August 06,
CNR13/CLL/000131 (Regulation and
Mantu Bauri – 30 Government of West 2023 2024
Abolition) Act, 1970
Workers) Bengal
Contract Labour Labour
The Contract Labour
License (Contractor: Commiserate, August 08, August 06,
CNR13/CLL/000132 (Regulation and
Manik Santra – 30 Government of West 2023 2024
Abolition) Act, 1970
Workers) Bengal
Contract Labour Labour
The Contract Labour
License (Contractor: Commiserate, August 08, August 06,
CNR13/CLL/000133 (Regulation and
Kamala Kanta Palai – Government of West 2023 2024
Abolition) Act, 1970
40 Workers) Bengal
Contract Labour Labour
The Contract Labour
License (Contractor: Commiserate, August 25, August 23,
CNR13/CLL/000134 (Regulation and
Bishnu Das – 30 Government of West 2023 2024
Abolition) Act, 1970
Workers) Bengal
Contract Labour Labour
The Contract Labour
License (Contractor: Commiserate, August 25, August 23,
CNR13/CLL/000135 (Regulation and
Abul Hossain Molla Government of West 2023 2024
Abolition) Act, 1970
– 40 Workers) Bengal
Contract Labour Labour
The Contract Labour
License (Contractor: Commiserate, August 25, August 23,
CNR13/CLL/000136 (Regulation and
Bhaskar Fusti – 20 Government of West 2023 2024
Abolition) Act, 1970
Workers) Bengal
Contract Labour Labour
The Contract Labour
License (Contractor: Commiserate, August 25, August 23,
CNR13/CLL/000137 (Regulation and
Sukumar Bhui – 30 Government of West 2023 2024
Abolition) Act, 1970
Workers) Bengal
Contract Labour Labour
The Contract Labour
License (Contractor: Commiserate, August 25, August 23,
CNR13/CLL/000138 (Regulation and
Shampa Mondal Das Government of West 2023 2024
Abolition) Act, 1970
– 250 Workers) Bengal

SYLVAN PLYBOARD (INDIA) LIMITED Page 249 of 331

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Name of Registration/ Date of

Applicable Law Issuing Authority Validity
Registration License No Issue
Contract Labour Labour
The Contract Labour
License (Contractor: Commiserate, August 31, August 29,
CNR13/CLL/000139 (Regulation and
Shibu Chakraborty – Government of West 2023 2024
Abolition) Act, 1970
40 Workers) Bengal

VI. Tax Related Approvals

Name of Registration/
Applicable Law Issuing Authority Date of Issue Validity
Registration License No
Permanent Account AAHCS0099R Income Tax Act, 1961 Income Tax July 07, Till
Number [PAN] Department 2018 cancelled
Tax Deduction CALS11785E Income Tax Act, 1961 Income Tax -- Till
Account Number Department Cancelled
[TAN]
Goods and Service 19AAHCS0099R1 Goods and Services Goods and Services July 06, Till
Tax ZG Act, 2017 Tax Department 2022 Cancelled
Professional Tax 192009861671 West Bengal State Tax Directorate of May 07, Till
Certificate of on Professions, Commercial Taxes, 2015 Cancelled
Registration (EC) - Trades, Callings and Government of West
Factory Employments Rules, Bengal
1979
Professional Tax 191001768316 West Bengal State Tax Directorate of May 07, Till
Certificate of on Professions, Commercial Taxes, 2015 Cancelled
Registration (RC) – Trades, Callings and Government of West
Factory Employments Rules, Bengal
1979
Professional Tax 192010006395 West Bengal State Tax Directorate of -- Till
Certificate of on Professions, Commercial Taxes, Cancelled
Registration (EC) – Trades, Callings and Government of West
Corporate Office Employments Rules, Bengal
1979
Professional Tax 192010252872 West Bengal State Tax Directorate of -- Till
Certificate of on Professions, Commercial Taxes, Cancelled
Registration (EC) Trades, Callings and Government of West
Employments Rules, Bengal
1979

VII. Quality Related Approvals

Name of Registration/
Applicable Law Issuing Authority Date of Issue Validity
Registration License No
Certificate of 211QHT86 Quality Management AQC Middle East October 01, September
Registration of ISO System LLC 2021 30, 2024
9001:2015 for
Manufacture and
Supply of Veneer,
Plywood, Block
Board and Flush Door
Certificate of 211EHA86 Environmental AQC Middle East October 01, September
Registration of ISO Management System LLC 2021 30, 2024
14001:2015 for
Manufacture and
Supply of Veneer,
Plywood, Block
Board and Flush Door
Certificate of 211OHA85 Occupational Health AQC Middle East October 01, September
Registration of ISO & Safety LLC 2021 30, 2024
45001:2018 for Management System
Manufacture and
Supply of Veneer,
Plywood, Block
Board and Flush Door
SYLVAN PLYBOARD (INDIA) LIMITED Page 250 of 331
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Name of Registration/
Applicable Law Issuing Authority Date of Issue Validity
Registration License No
Indian Standard No. CM/L – 5470971 The Bureau of Indian Bureau of Indian January 23, January 31,
(IS 303:1989) – Standards Act, 2016 Standards, 2024 2025
Plywood for General Government of
Purposes India
Indian Standard No. CM/L – 5490068 The Bureau of Indian Bureau of Indian June 13, June 30,
(IS 710:2010) – Standards Act, 2016 Standards, 2023 2024
Marine Plywood Government of
Specification India
Indian Standard No. CM/L – 5484881 The Bureau of Indian Bureau of Indian April 13, April 30,
(IS 1659:2004) – Standards Act, 2016 Standards, 2023 2024
Block Boards Government of
Specification India
Indian Standard No. CM/L – 5634066 The Bureau of Indian Bureau of Indian September 05, September
(IS 2202:Part 1:1999) Standards Act, 2016 Standards, 2023 16, 2024
Wooden Flush Door Government of
Shutters Solid Core India
Type Specification
Part 1 plywood Face
Panels
Indian Standard No. CM/L – The Bureau of Indian Bureau of Indian December 20, January 02,
(IS 5509:2021) 5500111892 Standards Act, 2016 Standards, 2023 2025
Fire Retardant Government of
Plywood - India
Specification
Indian Standard No. CM/L – The Bureau of Indian Bureau of Indian December 20, January 02,
(IS 10701:2012) 5500128105 Standards Act, 2016 Standards, 2023 2025
Structural Plywood - Government of
Specification India

VIII. Intellectual Property Related Approvals

Registered Trademarks:

Registration No/ Class of Trademark Date of Issue/

Trademark Valid Upto
Application No Registration Type Application

February 24, February 24,

FORTIS 1789098 19 Word
2009 2029

February 24, February 24,

1789099 19 Device
2009 2029

March 19, March 19,

AEX 1797354 19 Word
2009 2029

February 15, February 15,

SALVYN 1921923* 19 Word
2010 2030

June 24, June 24,

1984330 42 Device
2010 2030

SYLVAN PLYBOARD (INDIA) LIMITED Page 251 of 331

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Registration No/ Class of Trademark Date of Issue/

Trademark Valid Upto
Application No Registration Type Application

June 24, June 24,

SYLVAN 1984332 35 Word
2010 2030

June 24, June 24,

1984333 37 Device
2010 2030

December 10, December 10,

2066478 19 Device
2010 2030

December 10, December 10,

2066479 35 Device
2010 2030

December 21, December 21,

2071848 19 Device
2010 2030

July 03, July 03,

2357752 19 Device
2012 2032

July 03, July 03,

2357753 35 Device
2012 2032

July 23, July 23,

2568692 19 Device
2013 2033

July 23, July 23,

2568693 35 Device
2013 2033

December 18, December 18,

2645001 19 Device
2013 2033

December 18, December 18,

2645002 35 Device
2013 2033

2715949 19 Device April 10, 2014 April 10, 2024

SYLVAN PLYBOARD (INDIA) LIMITED Page 252 of 331

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Registration No/ Class of Trademark Date of Issue/

Trademark Valid Upto
Application No Registration Type Application

2715950 35 Device April 10, 2014 April 10, 2014

SYLVAN 4912713 17 Word April 19, 2021 April 19, 2031

4912714 19 Device April 19, 2021 April 19, 2031

May 17, May 17,

PRIMOPLUS 5451487 19 Word
2022 2032

May 17, May 17,

5451493 19 Device
2022 2032

* Registered in the name of Singh Brothers Exim Private Limited

IX. Material Licenses/ Approvals/Permission for which applications have been made by our Company but not
received and/or yet to be applied by our Company

• Our company has applied for renewal of Fire License vide AIN No. 211832406300000201 dated March 23,
2024.

X. Material Licenses/ Approvals/Permission which are required but not yet applied for by our Company

Nil

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OTHER REGULATORY AND STATUTORY DISCLOSURES

AUTHORITY FOR THE ISSUE

1. The Fresh Issue of Equity Shares in terms of this draft prospectus has been authorized by a resolution by the Board of
Directors passed at their meeting held February 24, 2024 on under Section 62(1)(c) of the Companies Act 2013 and
subject to the approval of the members and such other authorities as may be necessary.

2. The Fresh Issue of Equity Shares in terms of this draft prospectus has been authorized by the shareholders by special
resolution at the Extra Ordinary General Meeting held on March 20, 2024 under Section 62(1)(c) and other applicable
provisions of the Companies Act 2013.

3. Our Company has received In-principal approval from NSE vide their letter dated [●] to use the name of NSE in this
draft prospectus for listing of the Equity Shares on EMERGE Platform of NSE. National Stock Exchange of India
Limited is the Designated Stock Exchange.

4. Our Board has approved the draft Prospectus through its resolution dated March 30, 2024.

Confirmation:

➢ Our Company, our Promoters, Promoter Group, our directors, person(s) in control of the promoter or our Company
have not been prohibited from accessing the capital market or debarred from buying, selling or dealing in securities
under any order or direction passed by the SEBI or any securities market regulator in any other jurisdiction or any
other authority/court.

➢ Our Company, our Promoters, Promoters’ Group are in compliance with the Companies (Significant Beneficial
Ownership) Rules, 2018.

➢ None of our Directors are in any manner 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 promoters or directors.

➢ None of the Directors are associated with any entities, which are engaged in securities market related business and are
registered with SEBI for the same.

➢ There are no violations of securities laws committed by any of them in the past or pending against them, nor have any
companies with which any of our Company, our Promoter, Directors, persons in control of our Company or any
natural person behind the Promoter are or were associated as a promoter, director or person in control, been debarred
or prohibited from accessing the capital markets under any order or direction passed by the SEBI or any other
regulatory or government authority.

➢ Neither our Company, nor our Promoters, our Directors, relatives (as per the Companies Act, 2013) of Promoter or the
person(s) in control of our Company have been identified as a wilful defaulter or fraudulent borrower 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 Section titled,
“Outstanding Litigations and Material Developments” beginning on page no. 239 of this draft prospectus.

➢ Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations; and this Issue is an “Initial Public
Issue” in terms of the SEBI (ICDR) Regulations.

Eligibility for the Issue

• Our Company is not ineligible in terms of Regulations 228 of SEBI ICDR Regulations for this Issue as:
➢ Neither our company, nor any of its promoters, promoter group or directors are debarred from accessing the
capital market by the Board.
➢ Neither our promoters, nor any directors of our company is a promoter or director of any other company which is
debarred from accessing the capital market by the Board
➢ Neither our Promoter nor any of our directors is declared as Fugitive Economic Offender
➢ Neither our Company, nor our Promoter, relatives (as defined under the Companies Act, 2013) of our Promoter
nor our directors, are Wilful Defaulters or Fraudulent Borrowers.

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• Our Company is eligible for the Issue in accordance with Regulation 229(2) and other provisions of Chapter IX of the
SEBI (ICDR) Regulations 2018, as we are an Issuer whose post issue face value paid-up capital would be more than
10 crores, and can issue Equity Shares to the public and propose to list the same on the EMERGE Platform of
National Stock Exchange of India Limited.

We further confirm that:

i. In accordance with Regulation 260 of the SEBI (ICDR) Regulations, this issue is 100% underwritten and that the
Lead Manager to the Issue shall underwrite minimum 15% of the Total Issue Size.

ii. In accordance with Regulation 268 of the SEBI (ICDR) Regulations, 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 within 4 (Four) days of such intimation. If such money is not repaid within 4 (Four) days from
the date our Company becomes liable to repay it, then our Company and every officer in default shall, on and
from expiry of 4 (Four) days, be liable to repay such application money, with interest at the rate 15% per annum.
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.

iii. In terms of Regulation 246 (1) of the SEBI (ICDR) Regulations, 2018, a copy of the prospectus will be filed with
the SEBI through the Lead Manager immediately upon filing of the offer document with the Registrar of
Companies.

However, as per Regulation 246 (2) of the SEBI (ICDR) Regulations, 2018, The SEBI shall not issue any
observation on the offer document.

Further, in terms of Regulation 246 (3) of the SEBI (ICDR) Regulations, 2018 the lead manager will also submit a
due diligence certificate as per format prescribed by SEBI along with the prospectus to SEBI.

Further, in terms of Regulation 246 (4) of the SEBI (ICDR) Regulations, 2018 the prospectus will be displayed
from the date of filling in terms of sub-regulation (1) on the website of the SEBI, The Lead Manager and the
EMERGE Platform of NSE.

Moreover, in terms of Regulation 246 (5) of the SEBI (ICDR) Regulations, 2018, a copy of the prospectus shall
also be furnished to the SEBI in a soft copy.

iv. In accordance with Regulation 261 of the SEBI (ICDR) Regulations, we hereby confirm that we have entered into
an agreement dated [●] with the Lead Manager and a Market Maker to ensure compulsory Market Making for a
minimum period of three (3) years from the date of listing of Equity Shares on the EMERGE Platform of NSE.

In terms of Regulation 229(3) of the SEBI (ICDR) Regulations, 2018, We confirm that we have fulfilled eligibility
criteria for EMERGE Platform of NSE, which are as under:

❖ Incorporation: The Company shall be incorporated under the Companies Act, 1956/2013.

Our Company is incorporated under the Companies Act, 1956 in India.

❖ Post Issue Paid up Capital: The post issue paid up capital of the company (face value) shall not be more than Rs.
25 crores.

The post issue paid up capital (Face Value) of the company will be ₹ 19.37 crores. So, the company has fulfilled the
criteria of post issue paid up capital shall not be more than ₹25.00 crores.

❖ Net-worth: Positive Net-worth.

As per restated financial statements, the net-worth of the company is ₹ 94.57 crores as on December 31, 2023. Our
company has positive net-worth. So, the company has fulfilled the criteria of positive net-worth of the company.

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❖ Track Record: The company or the partnership/proprietorship/LLP Firm or the firm which have been converted
into the company should have combined track record of at least 3 years

Our company was incorporated on August 20, 2002 and having track record of more than 3 years.

❖ Operating Profit (earnings before interest, depreciation and tax) from operations for atleast 2 (two) out of 3 (three)
financial years:

Our company is having operating profit, details are mentioned as below

(₹ in Lakhs.)
Particulars 31-12-2023 31-03-2023 31-03-2022 31-03-2021
Profit Before Tax 652.09 460.91 393.13 50.90
Add: Depreciation 165.39 233.79 210.16 195.18
Add: Finance Cost 664.39 725.18 560.39 699.42
Less: Other Income 114.06 108.06 110.28 139.64
Operating Profit (earnings before
interest, depreciation, and tax) 1,367.81 1,311.82 1,053.40 805.86
from operations

❖ Our company has not been referred to erstwhile Board for Industrial and Financial Reconstruction (BIFR) or No
proceedings have been admitted under Insolvency and Bankruptcy Code against our Company and Promoting
companies

❖ Our Company has not received any winding up petition admitted by a NCLT/Court.

❖ No material regulatory or disciplinary action by a stock exchange or regulatory authority in the past three years against
our Company.

Disclosure:

We further confirm that:

❖ There is no material regulatory or disciplinary action taken by a stock exchange or regulatory authority in the past one
year in respect of promoters/promoting Company(ies), group companies, companies promoted by the
promoters/promoting companies of our Company.

❖ There is no default in payment of interest and/or principal to the debenture/bond/fixed deposit holders, banks, FIs by
our Company, promoters/promoting Company(ies), group companies, companies promoted by the
promoters/promoting Company(ies) during the past three years.

❖ There are no litigations record against our Company, promoters/promoting company(ies), group companies,
companies promoted by the promoters/promoting company(ies), except as disclosed in this draft Prospectus

❖ There are no criminal cases filed against the directors of our Company involving serious crimes like murder, rape,
forgery, economic offences.

We further confirm that we shall be complying with all the other requirements as laid down for such an issue under
Chapter IX of SEBI (ICDR) Regulations 2018, as amended from time to time and subsequent circulars and guidelines
issued by SEBI and the Stock Exchange.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF ISSUE 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 ISSUE DOCUMENT. THE LEAD MANAGER
HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE ISSUE DOCUMENT ARE GENERALLY
ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO

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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 ISSUE DOCUMENT, THE LEAD MANAGER IS EXPECTED TO EXERCISE DUE
DILIGENCE TO ENSURE THAT THE ISSUER DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN
THIS BEHALF AND TOWARDS THIS PURPOSE, THE LEAD MANAGER, FINSHORE MANAGEMENT
SERVICES LIMITED HAS FURNISHED TO STOCK EXCHANGE A DUE DILIGENCE CERTIFICATE
DATED [●] IN THE FORMAT PRESCRIBED UNDER SCHEDULE V(A) OF THE SEBI (ICDR) REGULATION
2018 WHICH SHALL ALSO BE SUBMITTED TO SEBI AFTER FILING THE PROSPECTUS WITH ROC AND
BEFORE OPENING OF THE ISSUE IN ACCORDANCE WITH THE SEBI ICDR REGULATION, 2018.

THE FILING OF THIS ISSUE DOCUMENT DOES NOT, HOWEVER, ABSOLVE OUR COMPANY FROM
ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING
SUCH STATUTORY 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,
WITH THE LEAD MANAGER ANY IRREGULARITIES OR LAPSES IN THE OFFER DOCUMENT.

THE DUE DILIGENCE CERTIFICATE TO BE SUBMITTED AS PER FORM A OF SCHEDULE V

INCLUDING ADDITIONAL CONFIRMATION AS PROVIDED IN FORM G OF SCHEDULE V IS PRODUCED
AS UNDER:

WE, THE LEAD MERCHANT BANKER TO THE ABOVE-MENTIONED FORTHCOMING ISSUE, STATE
AND CONFIRM AS FOLLOWS:

1. WE HAVE EXAMINED VARIOUS DOCUMENTS INCLUDING THOSE RELATING TO LITIGATION,

INCLUDING COMMERCIAL DISPUTES, PATENT DISPUTES, DISPUTES WITH COLLABORATORS, ETC.
AND OTHER MATERIAL WHILE FINALISATION OF THE DRAFT PROSPECTUS PERTAINING TO THE
SAID ISSUE;

2. ON THE BASIS OF SUCH EXAMINATION AND THE DISCUSSIONS WITH THE ISSUER, ITS DIRECTORS
AND OTHER OFFICERS, OTHER AGENCIES, AND INDEPENDENT VERIFICATION OF THE STATEMENTS
CONCERNING THE OBJECTS OF THE ISSUE, PRICE JUSTIFICATION AND THE CONTENTS OF THE
DOCUMENTS AND OTHER PAPERS FURNISHED BY THE ISSUER, WE CONFIRM THAT:

A. THE DRAFT PROSPECTUS FILED WITH THE EXCHANGE/BOARD IS IN CONFORMITY WITH THE
DOCUMENTS, MATERIALS AND PAPERS WHICH ARE MATERIAL TO THE ISSUE;

B. ALL MATERIAL LEGAL REQUIREMENTS RELATING TO THE ISSUE AS SPECIFIED BY THE BOARD,
THE CENTRAL GOVERNMENT AND ANY OTHER COMPETENT AUTHORITY IN THIS BEHALF HAVE
BEEN DULY COMPLIED WITH; AND

C. THE MATERIAL DISCLOSURES MADE IN THE DRAFT PROSPECTUS ARE TRUE, FAIR AND
ADEQUATE TO ENABLE THE INVESTORS TO MAKE A WELL-INFORMED DECISION AS TO THE
INVESTMENT IN THE PROPOSED ISSUE AND SUCH DISCLOSURES ARE IN ACCORDANCE WITH
THE REQUIREMENTS OF THE COMPANIES ACT, 2013, THE SECURITIES AND EXCHANGE BOARD
OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 AND
OTHER APPLICABLE LEGAL REQUIREMENTS.

3. WE CONFIRM THAT BESIDES OURSELVES, ALL THE INTERMEDIARIES NAMED IN THE DRAFT
PROSPECTUS ARE REGISTERED WITH THE BOARD AND THAT TILL DATE SUCH REGISTRATION IS
VALID.

4. WE HAVE SATISFIED OURSELVES ABOUT THE CAPABILITY OF THE UNDERWRITERS TO FULFILL

THEIR UNDERWRITING COMMITMENTS.

5. WE CERTIFY THAT WRITTEN CONSENT FROM PROMOTERS HAS BEEN OBTAINED FOR INCLUSION
OF THEIR SPECIFIED SECURITIES AS PART OF PROMOTERS’ CONTRIBUTION SUBJECT TO LOCK-IN
AND THE SPECIFIED SECURITIES PROPOSED TO FORM PART OF PROMOTERS’ CONTRIBUTION
SUBJECT TO LOCK-IN SHALL NOT BE DISPOSED / SOLD / TRANSFERRED BY THE PROMOTER DURING

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THE PERIOD STARTING FROM THE DATE OF FILING THE DRAFT PROSPECTUS WITH THE
BOARD/EXCHANGE TILL THE DATE OF COMMENCEMENT OF LOCK-IN PERIOD AS STATED IN THE
DRAFT PROSPECTUS.

6. WE CERTIFY THAT ALL APPLICABLE PROVISION OF THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, WHICH RELATES
TO SPECIFIED SECURITIES INELIGIBLE FOR COMPUTATION OF PROMOTERS CONTRIBUTION, HAS
BEEN AND SHALL BE DULY COMPLIED WITH AND APPROPRIATE DISCLOSURES AS TO COMPLIANCE
WITH THE SAID REGULATION HAVE BEEN MADE IN THE DRAFT PROSPECTUS.

7. WE UNDERTAKE THAT ALL APPLICABLE PROVISION OF THE SECURITIES AND EXCHANGE BOARD
OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 WHICH
RELATE TO RECEIPT OF PROMOTERS CONTRIBUTION PRIOR TO OPENING OF THE ISSUE SHALL BE
COMPLIED WITH. WE CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT
PROMOTERS’ CONTRIBUTION SHALL BE RECEIVED AT LEAST ONE DAY BEFORE THE OPENING OF
THE ISSUE AND THAT AUDITORS’ CERTIFICATE TO THIS EFFECT SHALL BE DULY SUBMITTED TO
THE BOARD/EXCHANGE. WE FURTHER CONFIRM THAT ARRANGEMENTS HAVE BEEN MADE TO
ENSURE THAT PROMOTERS’ CONTRIBUTION SHALL BE KEPT IN AN ESCROW ACCOUNT WITH A
SCHEDULED COMMERCIAL BANK AND SHALL BE RELEASED TO THE ISSUER ALONG WITH THE
PROCEEDS OF THE PUBLIC ISSUE. – NOT APPLICABLE

8. WE CONFIRM THAT NECESSARY ARRANGEMENTS HAVE BEEN MADE TO ENSURE THAT THE
MONEYS RECEIVED PURSUANT TO THE ISSUE ARE KEPT IN A SEPARATE BANK ACCOUNT AS PER
THE PROVISIONS OF SUB-SECTION (3) OF SECTION 40 OF THE COMPANIES ACT, 2013 AND THAT
SUCH MONEYS SHALL BE RELEASED BY THE SAID BANK ONLY AFTER PERMISSION IS OBTAINED
FROM ALL THE STOCK EXCHANGE MENTIONED IN THE DRAFT PROSPECTUS. WE FURTHER
CONFIRM THAT THE AGREEMENT ENTERED INTO BETWEEN THE BANKERS TO THE ISSUE AND THE
ISSUER SPECIFICALLY CONTAINS THIS CONDITION – NOTED FOR COMPLIANCE

9. WE CERTIFY THAT THE PROPOSED ACTIVITIES OF THE ISSUER FOR WHICH THE FUNDS ARE BEING
RAISED IN THE PRESENT ISSUE FALL WITHIN THE ‘MAIN OBJECTS’ LISTED IN THE OBJECT CLAUSE
OF THE MEMORANDUM OF ASSOCIATION OR OTHER CHARTER OF THE ISSUER AND THAT THE
ACTIVITIES WHICH HAVE BEEN CARRIED OUT UNTIL NOW ARE VALID IN TERMS OF THE OBJECT
CLAUSE OF ITS MEMORANDUM OF ASSOCIATION.

10. WE CERTIFY THAT ALL THE SHARES SHALL BE ISSUED IN DEMATERIALIZED FORM IN COMPLIANCE
WITH THE PROVISIONS OF SECTION 29 OF THE COMPANIES ACT, 2013 AND THE DEPOSITORIES ACT,
1996, AND THE REGULATIONS MADE THEREUNDER.

11. WE CERTIFY THAT ALL THE APPLICABLE DISCLOSURES MANDATED IN THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2018 HAVE BEEN MADE IN ADDITION TO DISCLOSURES WHICH, IN OUR VIEW, ARE
FAIR AND ADEQUATE TO ENABLE THE INVESTOR TO MAKE A WELL-INFORMED DECISION.

12. WE CERTIFY THAT THE FOLLOWING DISCLOSURES HAVE BEEN MADE IN THE DRAFT PROSPECTUS:

A. AN UNDERTAKING FROM THE ISSUER THAT AT ANY GIVEN TIME, THERE SHALL BE ONLY ONE
DENOMINATION FOR THE EQUITY SHARES OF THE ISSUER AND

B. AN UNDERTAKING FROM THE ISSUER THAT IT SHALL COMPLY WITH SUCH DISCLOSURE AND
ACCOUNTING NORMS SPECIFIED BY THE BOARD FROM TIME TO TIME.

13. WE UNDERTAKE TO COMPLY WITH THE REGULATIONS PERTAINING TO ADVERTISEMENT IN TERMS

OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018.

14. WE ENCLOSE A NOTE EXPLAINING THE PROCESS OF DUE DILIGENCE THAT HAS BEEN EXERCISED
BY US INCLUDING IN RELATION TO THE BUSINESS OF THE ISSUER, THE RISK IN RELATION TO THE
BUSINESS, EXPERIENCE OF THE PROMOTERS AND THAT THE RELATED PARTY TRANSACTION
ENTERED INTO FOR THE PERIOD DISCLOSED IN THE DRAFT PROSPECTUS HAVE BEEN ENTERED
INTO BY THE ISSUER IN ACCORDANCE WITH APPLICABLE LAWS.

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15. WE ENCLOSE A CHECKLIST CONFIRMING REGULATION-WISE COMPLIANCE WITH THE APPLICABLE

PROVISIONS OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, CONTAINING DETAILS SUCH AS THE
REGULATION NUMBER, ITS TEXT, THE STATUS OF COMPLIANCE, PAGE NUMBER OF THE DRAFT
PROSPECTUS WHERE THE REGULATION HAS BEEN COMPLIED WITH AND OUR COMMENTS, IF ANY.

16. WE ENCLOSE STATEMENT ON ‘PRICE INFORMATION OF PAST ISSUES HANDLED BY MERCHANT

BANKER BELOW (WHO ARE RESPONSIBLE FOR PRICING THIS ISSUE)’, AS PER FORMAT SPECIFIED
BY SEBI THROUGH CIRCULAR NO. CIR/CFD/DIL/7/2015 DATED OCTOBER 30, 2015.

ADDITIONAL CONFIRMATIONS/CERTIFICATION TO BE GIVEN BY MERCHANT BANKER IN DUE

DILIGENCE CERTIFICATE TO BE GIVEN ALONG WITH ISSUE DOCUMENT REGARDING EMERGE
PLATFORM OF NSE.

(1) WE CONFIRM THAT NONE OF THE INTERMEDIARIES NAMED IN THE DRAFT PROSPECTUS HAVE
BEEN DEBARRED FROM FUNCTIONING BY ANY REGULATORY AUTHORITY.

(2) WE CONFIRM THAT ALL THE MATERIAL DISCLOSURES IN RESPECT OF THE ISSUER HAVE BEEN
MADE IN DRAFT PROSPECTUS AND CERTIFY THAT ANY MATERIAL DEVELOPMENT IN THE ISSUER
OR RELATING TO THE ISSUE UP TO THE COMMENCEMENT OF LISTING AND TRADING OF THE
SPECIFIED SECURITIES ISSUED THROUGH THIS ISSUE SHALL BE INFORMED THROUGH PUBLIC
NOTICES/ADVERTISEMENTS IN ALL THOSE NEWSPAPERS IN WHICH PRE-ISSUE ADVERTISEMENT
AND ADVERTISEMENT FOR OPENING OR CLOSURE OF THE ISSUE HAVE BEEN GIVEN.

(3) WE CONFIRM THAT THE ABRIDGED DRAFT PROSPECTUS CONTAINS ALL THE DISCLOSURES AS
SPECIFIED IN THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 - NOTED FOR COMPLIANCE.

(4) WE CONFIRM THAT AGREEMENTS HAVE BEEN ENTERED INTO WITH THE DEPOSITORIES FOR
DEMATERIALISATION OF THE SPECIFIED SECURITIES OF THE ISSUER.

(5) THE ISSUER HAS REDRESSED AT LEAST NINETY-FIVE PER CENT OF THE COMPLAINTS RECEIVED
FROM THE INVESTORS TILL THE END OF THE QUARTER IMMEDIATELY PRECEDING THE MONTH OF
FILING OF THE OFFER DOCUMENT WITH THE REGISTRAR OF COMPANIES. - NOT APPLICABLE.

(6) WE CONFIRM THAT UNDERWRITING AND MARKET MAKING ARRANGEMENTS AS PER

REQUIREMENTS OF REGULATION 261 AND 262 OF THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018 HAVE BEEN
MADE- NOTED FOR COMPLIANCE.

DISCLAIMER FROM OUR COMPANY AND THE LEAD MANAGER

Our Company and the Lead Manager accept no responsibility for statements made otherwise than those contained in this
draft prospectus or in the advertisements or any other material issued by or at our Company’s instance and that anyone
placing reliance on any other source of information would be doing so at his or her own risk.

CAUTION

The LM accepts no responsibility, save to the limited extent as provided in the Issue Agreement entered between the LM
(Finshore Management Services Limited) and our Company on March 20, 2024 and the Underwriting Agreement dated [●]
entered into between the Underwriters and our Company and the Market Making Agreement dated [●] entered into among
the Market Maker, LM and our Company.

All information shall be made available by our Company and the LM 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.

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The LM 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,
Group Entities, 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 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 Issue, 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.

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,
cooperative banks (subject to RBI permission), or trusts under applicable trust law and who are authorized under their
constitution to hold and invest in shares, public financial institutions as specified in Section 2(72) of the Companies Act,
2013, VCFs, state industrial development corporations, insurance companies registered with the Insurance Regulatory and
Development Authority, provident funds (subject to applicable law) with a minimum corpus of ₹ 2,500.00 Lakh and
pension funds with a minimum corpus of ₹ 2,500.00 Lakh, 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. This draft prospectus does not, however, constitute an Issue to sell or an invitation to subscribe for Equity
Shares Issued hereby in any jurisdiction other than India to any person to whom it is unlawful to make an Issue or
invitation in such jurisdiction. Any person into whose possession this draft prospectus comes is required to inform himself
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 Kolkata, West Bengal 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. Accordingly, the Equity Shares represented hereby may not be Issued or sold, directly or indirectly, and this draft
prospectus may not be distributed in any jurisdiction, except in accordance with the legal requirements applicable in such
jurisdiction. Neither the delivery of this draft 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.

DISCLAIMER CLAUSE OF THE EMERGE PLATFORM OF NSE

“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited
(hereinafter referred to as NSE). NSE has given vide its letter Ref.: [●] dated [●] permission to the Issuer to use the
Exchange’s name in this Offer Document as one of the stock exchanges on which this Issuer’s securities are
proposed to be listed. The Exchange has scrutinized this draft offer document for its limited internal purpose of
deciding on the matter of granting the aforesaid permission to this Issuer. It is to be distinctly understood that the
aforesaid permission given by NSE should not in any way be deemed or construed that the offer document has been
cleared or approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness
of any of the contents of this offer document; nor does it warrant that this Issuer’s securities will be listed or will
continue to be listed on the Exchange; nor does it take any responsibility for the financial or other soundness of this
Issuer, its promoters, its management or any scheme or project of this Issuer.

Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to
independent inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by
reason of any loss which may be suffered by such person consequent to or in connection with such subscription
/acquisition whether by reason of anything stated or omitted to be stated herein or any other reason whatsoever.”

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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
Applicants 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.

LISTING

The Equity Shares of our Company are proposed to be listed on SME EMERGE Platform of NSE. Our Company has
obtained In-principle approval from NSE by way of its letter dated [●] for listing of equity shares on EMERGE Platform of
NSE.

NSE will be 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 is not granted by NSE, our
Company shall return through verifiable means the entire monies received within four (4) days of receipt of intimation
from stock exchange rejecting the application for listing or trading without any interest.

If such money is not repaid within four (4) days from the date our Company becomes liable to repay it, then our Company
and every Director of the Company who is officer in default shall, on and from expiry of four (4) days, be jointly and
severally liable to repay such application money, with interest at the rate of fifteen per cent per annum (15% p.a.).

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of
trading at the EMERGE Platform of NSE mentioned above are taken within Six (6) Working Days of the Issue Closing
Date.

FILING

The draft prospectus is being filed with National Stock Exchange of India Limited, at Exchange Plaza, Plot no. C/1, G
Block, Bandra - Kurla Complex, Bandra (E), Mumbai – 400051.

After getting in-principal approval from NSE, a copy of the prospectus, along with the documents required to be filed
under Section 32 of the Companies Act, 2013 would be delivered for filing to the Registrar of Companies, Kolkata.

A copy of the prospectus shall be filed with SEBI immediately upon filing of the Offer document with Registrar of
Companies in term of Regulation 246 of the SEBI (ICDR) Regulations, 2018. However, SEBI shall not issue any
observation on the prospectus.

IMPERSONATION

Attention of the Applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act,
2013 which is reproduced below:

Any person who-

a) Makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
b) Makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or

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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 to action under Section 447 of the Companies, Act 2013.

CONSENTS

Consents in writing of (a) Our Directors, Our Promoters, Our Company Secretary & Compliance Officer, Chief Financial
Officer, Our Statutory Auditor, Key Managerial Personnel, Our Peer Review Auditor, (b) Lead Manager, Registrar to the
Issue, Banker(s) to the Issue, Sponsor Bank, Legal Advisor to the Issue, Underwriter(s) to the Issue and Market Maker to
the Issue to act in their respective capacities shall be obtained as required under Section 26 of the Companies Act, 2013
and shall be filed along with a copy of the draft prospectus with the RoC, as required under Sections 32 of the Companies
Act, 2013 and such consents will not be withdrawn up to the time of delivery of the draft prospectus for filing with the
RoC.

In accordance with the Companies Act, 2013 and the SEBI (ICDR) Regulations 2018, M/s. Dokania S. Kumar & Co,
Chartered Accountants, Statutory Auditors of the Company have agreed to provide their written consent to the inclusion of
their respective reports on “Statement of Tax Benefits” relating to the possible tax benefits and restated financial
statements as included in this draft 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 draft prospectus for filling with Roc.

EXPERTS OPINION

Except for the reports in the Section, “Statement of Possible Tax Benefits” and “Financial Statements as Restated” on
page no. 94 and page no. 193 of this draft prospectus from the Peer Review Auditors and Statutory Auditor respectively;
our Company has not obtained any expert opinions. However, the term “expert” shall not be construed to mean an
“expert”" as defined under the U.S. Securities Act 1933.

PARTICULARS REGARDING PUBLIC OR RIGHTS ISSUES DURING THE LAST FIVE (5) YEARS

Except as stated under Section titled “Capital Structure” beginning on page no. 60 of this draft prospectus our Company
has not undertaken any previous public or rights issue. Further, we are an "Unlisted Issuer" in terms of the SEBI (ICDR)
Regulations, 2018, amended from time to time and the Issue is an "Initial Public Offering" in terms of the SEBI (ICDR)
Regulations, 2018, amended from time to time.

UNDERWRITING COMMISSION, BROKERAGE AND SELLING COMMISSION ON PREVIOUS ISSUES IN

LAST 5 YEARS

Since this is the initial public Issuing of our Company’s Equity Shares, no sum has been paid or has been payable as
commission or brokerage for subscribing for or procuring or agreeing to procure subscription for any of the Equity Shares
since our incorporation.

PARTICULARS IN REGARD TO OUR COMPANY AND OTHER LISTED GROUP-COMPANIES /

SUBSIDIARIES/ ASSOCIATES UNDER THE SAME MANAGEMENT WITHIN THE MEANING OF SECTION
186 OF THE COMPANIES ACT, 2013 WHICH MADE ANY CAPITAL ISSUE DURING THE LAST THREE
YEARS:

Neither our Company nor any other companies under the same management within the meaning of Section 186 of the
Companies Act, 2013, had made any public issue or rights issue during the last three year except as mentioned in this draft
prospectus. This is the initial public Issuing of our Company’s Equity Shares

PERFORMANCE VIS-A-VIS OBJECTS–PUBLIC/RIGHT ISSUE OF OUR COMPANY

Except as stated under Section titled “Capital Structure” beginning on page 60 of this draft prospectus our Company has
not undertaken any previous public or rights issue.

PERFORMANCE VIS-A-VIS OBJECTS - LAST ISSUE OF LISTED SUBSIDIARIES/LISTED PROMOTERS

We don’t have any listed company under the same management or any listed subsidiaries or any listed promoters as on
date of this draft prospectus.

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OUTSTANDING DEBENTURES OR BOND ISSUES OR REDEEMABLE PREFERENCE SHARES OR ANY

OTHER CONVERTIBLE INSTRUMENTS ISSUED BY OUR COMPANY

Our Company does not have any outstanding debentures or bonds or Preference Redeemable Shares as on the date of filing
this draft prospectus.

OPTION TO SUBSCRIBE

Equity Shares being issued through the draft prospectus can be applied for in dematerialized form only.

STOCK MARKET DATA OF THE EQUITY SHARES

This being an initial public Issue of the Equity Shares of our Company, the Equity Shares are not listed on any Stock
Exchanges.

MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES

The 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.

The Agreement dated March 21, 2024 amongst the Registrar to the Issue and our Company provides for retention of
records with the Registrar to the Issue for a period of at least three (3) year from the last date of dispatch of the letters of
allotment, or demat credit or where refunds are being made electronically, giving of unblocking instructions to the clearing
system, to enable the investors to approach the Registrar to the Issue for redressal of their grievances.

All grievances relating to the Issue may be addressed to the Registrar to the Issue, giving full details such as name, address
of the applicant, application number, number of Equity Shares applied for, amount paid on application, Depository
Participant, and the bank branch or collection center where the application was submitted.

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 relevant Designated Branch or the
collection center of the SCSBs where the Application Form was submitted by the ASBA Applicants in ASBA account or
UPI ID linked bank account number in which the amount equivalent to the Bid Amount was blocked. Further, the investor
shall also enclose the Acknowledgment Slip from the Designated Intermediaries in addition to the documents/information
mentioned hereinabove.

The Applicant should give full details such as name of the sole/first Applicant, Application Form number, Applicant DP
ID, Client ID, Bank Account No./UPI ID, PAN, date of the Application Form, address of the Applicant, number of the
Equity Shares applied for and the name and address of the Designated Intermediary where the Application Form was
submitted by the Applicant. Further, the investor shall also enclose the Acknowledgement Slip from the Designated
Intermediaries in addition to the documents or information mentioned hereinabove.

DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY

Our Company estimates that the average time required by our Company or the Registrar to the Issue for the redressal of
routine investor grievances shall be fifteen (15) Working Days from the date of receipt of the complaint. In case of
complaints that are not routine or where external agencies are involved, our Company will seek to redress these complaints
as expeditiously as possible.

Our Company has appointed Rajneesh Mishra, Company Secretary, as the Compliance Officer to redress complaints, if
any, of the investors participating in the Issue. Contact details for our Company Secretary and Compliance Officer are as
follows:

Mr. Rajneesh Mishra

Sylvan Plyboard (India) Limited
Adventz Infinity@5, Block-BN5, Office No. 802,
Sector-V, Salt Lake, Kolkata – 700091, West Bengal, India
Contact No: +91 33 4801 7916
Email ID: cs@sylvanply.com
Website: www.sylvanply.com

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Investors can contact the 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 etc.

Pursuant to the press release no. PR. No. 85/2011 dated June 8, 2011, SEBI has launched a centralized web-based
complaints redress system “SCORES”. This would enable investors to lodge and follow up their complaints and track the
status of redressal of such complaints from anywhere. For more details, investors are requested to visit the website
www.scores.gov.in.

STATUS OF INVESTOR COMPLAINTS

We confirm that we have not received any investor compliant during the three years preceding the date of this draft
prospectus and hence there are no pending investor complaints as on the date of this draft prospectus.

DISPOSAL OF INVESTOR GRIEVANCES BY LISTED COMPANIES UNDER THE SAME MANAGEMENT

AS OUR COMPANY

We don’t have any listed company under the same management or any listed subsidiaries or any listed promoters.

EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY, GRANTED
BY SEBI

The Company has not sought for any exemptions from complying with any provisions of securities laws.

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PRICE INFORMATION OF LAST 10 (TEN) ISSUED HANDLED BY THE LEAD MANAGER

Statement on Price Information of Last 10 (Ten) Issues handled by Finshore Management Services Limited:
Sr. Issuer Name Issue Issue Listing Opening +/- % change in +/- % change in +/- % change in
No. Size Price Date price on closing price, closing price, closing price,
(₹ in (In ₹) listing [+/- % change in [+/- % change in [+/- % change in
Cr.) date closing closing closing
(In ₹) benchmark] benchmark] – benchmark] –
30th calendar 90th calendar 180th calendar
days from listing days from listing days from listing
Containe Technologies Limited 186.67 510.00 332.80
1 2.62 15/- 30/09/2022 23.10
(BSE SME) [4.41] [6.07] [0.33]
Ambo Agritec Limited 19.83 3.70 -4.70
2 10.20 30/- 02/12/2022 40.10
(BSE SME) [-3.23] [-5.50] [0.16]
Arham Technologies Limited 63.10 20.83 92.62
3 9.58 42/- 15/12/2022 60.00
(NSE EMERGE) [-2.49] [-7.45] [1.01]
Indong Tea Company Limited -44.46 -11.58 -23.08
4 13.01 26/- 21/02/2023 20.80
(BSE SME) [-4.05] [1.74] [7.05]
ITCONS E-Solutions Limited -0.51 -21.57 3.04
5 8.67 51/- 13/03/2023 46.99
(BSE SME) [3.30] [7.53] [14.36]
Alphalogic Industries Limited 84.32 209.69 136.67
6 12.88 96/- 14/07/2023 96.00
(BSE SME) [-1.12] [0.62] [8.06]
Holmarc Opto-Mechatronics 181.63 166.38 125.38
7 11.40 40/- 25/09/2023 65.25
Limited (NSE EMERGE) [-2.00] [8.51] [12.31]
Presstonic Engineering Limited 146.11 69.51
8 23.31 72/- 18/12/2023 140.00 N. A.
(NSE EMERGE) [2.87] [2.82]
HRH Next Services Limited 18.47
9 9.57 36/- 03/01/2024 41.00 N. A. N. A.
(NSE EMERGE) [0.84]
Mayank Cattle Food Limited 4.68
10 19.44 108/- 05/02/2024 116.00 N. A. N. A.
(BSE SME) [2.71]
Status as on 29-03-2024
1. in case where the security is not being traded on 30th, 90th and 180th day, the previous working day has been considered.
2. in case where 30th, 90th and 180th day is holiday, the previous working day has been considered for benchmark and security purpose.
3. the benchmark index is SENSEX where the securities have been listed in BSE SME/Startups and Nifty where securities have been
listed in NSE Emerge.
4. N.A. – Period not completed

Summary statement of Disclosure:

Financial Total Total Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at Nos. of IPOs trading at
Year no. Funds discount – 30th calendar premium – 30th calendar discount -180th calendar premium – 180th calendar
of Raised day from listing day day from listing day day from listing day day from listing day
IPOs (₹ in Over Between Less Over Between Less Over Between Less Over Between Less
Cr.) 50% 25-50% than 50% 25-50% than 50% 25-50% than 50% 25-50% than
25% 25% 25% 25%
2020-21 1 2.40 N. A N. A N. A 1 N. A N. A N. A N. A N. A 1 N. A N. A
2021-22 7 73.34 N. A 1 1 3 1 1 1 1 1 2 1 1
2022-23 12 117.85 N. A 3 3 4 N. A 2 2 2 2 4 N. A 2
2023-24 5 76.59 N. A N. A N. A 3 N. A 2 N. A N. A N. A 2 N. A N. A
Status as on 29-03-2024

The Lead Manager associated with the Offer have handled 25 SME public issues and Nil Main Board public issue during
the current financial year and three financial years preceding the current Financial Year, out of which 7 SME public
issues closed below the issue price on the listing date.
Type FY 2023-24* FY 2022-23 FY 2021-22 FY 2020-21 Total
SME IPO 5 12 7 1 25
Main Board IPO - - - - -
Total 5 12 7 1 25
Issue closed Below Issue Price on Listing Day - 5 2 - 7
Issue closed above Issue Price on Listing Day 5 7 5 1 18
* Status as on 29/03/2024

TRACK RECORD OF PAST ISSUES HANDLED BY FINSHORE MANAGEMENT SERVICES LIMITED

For details regarding track record of LM to the Issue as specified in the Circular reference no. CIR/MIRSD/1/2012 dated
January 10, 2012 issued by the SEBI, please refer the website of the LM at: www.finshoregroup.com.

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SECTION XI: ISSUE 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 this draft
prospectus, the prospectus, the abridged draft prospectus, Application Form, CAN, the Revision Form, Allotment advices,
and other terms and conditions as may be incorporated in the 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 GoI, the Stock
Exchanges, the RoC, the RBI and/or other authorities, as in force on the date of the Issue and to the extent applicable.

Please note that in terms of regulation 256 of the SEBI (ICDR), 2018 read with SEBI Circular
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, all the investors applying in this issue shall use only
Application Supported by Blocked Amount (ASBA) facility for making payment i.e., just writing their bank account
numbers and authorising the banks to make payment in case of allotment by signing the application forms. Further,
pursuant to SEBI Circular No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019, Retail Individual
Investors applying in public issue may use either Application Supported by Blocked Amount (ASBA) process or UPI
payment mechanism by providing UPI ID in the Application Form which is linked from Bank Account of the investor.

AUTHORITY FOR THE PRESENT ISSUE

This Issue has been authorized by a resolution of the Board passed at their meeting held on February 24, 2024 subject to
the approval of shareholders through a special resolution to be passed pursuant to Section 62(1)(c) of the Companies Act,
2013. The shareholders have authorized the Issue by a special resolution in accordance with Section 62(1)(c) of the
Companies Act, 2013 passed at the Extra Ordinary General Meeting held on March 20, 2024.

RANKING OF EQUITY SHARES

The Equity Shares being Issued shall be subject to the provisions of the Companies Act, 2013 and our Memorandum and
Articles of Association and shall rank pari-passu in all respects with the existing Equity Shares of our Company including
rights in respect of dividend. 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, “Description of Equity Shares and Terms of the Articles of Association”, beginning on page
294 of this draft prospectus.

OFFER FOR SALE

In the case of offer for sale, the dividend for the entire year shall be payable to the transferees and the company has to
disclose the name of the entity bearing the cost of making offer for sale along with reasons. However, the present issue
does not include offer for sale and hence the said disclosure is not applicable to us.

MODE OF PAYMENT OF DIVIDEND

Our Company shall pay dividend to the shareholders of our Company in accordance with the provisions of the Companies
Act, 2013, as may be applicable, the Articles of Association of our Company, the provisions of the SEBI Listing
Regulations and any other rules, regulations or guidelines as may be issued by the Government of India in connection there
to and as per the recommendation by our Board of Directors and approved by our Shareholders at their discretion and will
depend on a number of factors, including but not limited to earnings, capital requirements and overall financial condition
of our Company. We shall pay dividends in cash and as per provisions of the Companies Act, for further details in relation
to dividends, please refer to Sections titled, “Dividend Policy” and “Description of Equity Shares and Terms of the
Articles of Association”, beginning on page 192 and 294 respectively, of this draft prospectus.

FACE VALUE AND ISSUE PRICE

The face value of the share of our company is ₹10/- per equity share and the issue price is ₹55/- per equity share. The Issue
Price is determined by our Company in consultation with the Lead Manager and is justified under the Section titled, “Basis
for Issue Price” beginning on page 88 of this draft prospectus. At any given point of time there shall be only one
denomination of the Equity Shares of our Company, subject to applicable laws.

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COMPLIANCE WITH SEBI (ICDR) REGULATIONS

Our Company shall comply with all requirements of the SEBI (ICDR) Regulations as amended time to time. 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 Articles of Association of our Company, the equity
shareholders shall have the following rights:
• Right to receive dividend, if declared;
• Right to receive Annual Reports & 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;
• Right to receive Issue for rights shares and be allotted bonus shares, if announced;
• Right to receive surplus on liquidation; subject to any statutory and other preferential claims being satisfied;
• Right of free transferability of the Equity Shares, subject to applicable law, including any RBI Rules and
Regulations; and
• Such other rights, as may be available to a shareholder of a listed public company under the previous Companies
Act, 1956 and Companies Act, 2013, as may be applicable, terms of the SEBI Listing Regulations and the
Memorandum and Articles of Association of our Company.

For further details on the main provision of our Company’s Articles of Association dealing with voting rights, dividend,
forfeiture and lien, transfer and transmission and/or consolidation/splitting, etc., please refer to Section titled, “Description
of Equity Shares and Terms of the Articles of Association”, beginning on page 294 of this draft prospectus.

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 SEBI (ICDR) Regulations, the trading of the Equity Shares shall only be in dematerialised form for all
investors. In this context, two agreements have been signed among our Company, the respective Depositories and the
Registrar to the Issuer:

1. Tripartite agreement dated September 12, 2018 between our Company, NSDL and the Registrar to the Issue.
2. Tripartite agreement dated August 17, 2018 between our Company, CDSL and the Registrar to the Issue

The trading of the Equity Shares will happen in the minimum contract size of 2,000 Equity Shares and the same may be
modified by the EMERGE Platform of NSE from time to time by giving prior notice to investors at large.

Allocation and allotment of Equity Shares through this draft prospectus will be done in multiples of 2,000 Equity Shares
subject to a minimum allotment of 2,000 Equity Shares to the successful Applicants in terms of the SEBI Circular No.
CIR/MRD/DSA/06/2012 dated February 21, 2012.

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 Rs.1,00,000 (Rupees One Lakh) per application.

MINIMUM NUMBER OF ALLOTTEES

In accordance with the Regulation 268 of SEBI 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 2 working days of closure of issue.

JOINT HOLDERS

Where two (2) 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.

SYLVAN PLYBOARD (INDIA) LIMITED Page 267 of 331

Draft Prospectus

NOMINATION FACILITY TO INVESTOR

In accordance with Section 72 of the Companies Act, 2013, the sole or first applicant, along with other joint applicant, may
nominate any one person in whom, in the event of the death of sole applicant or in case of joint applicant, death of all the
Applicants, as the case may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee, entitled to the
Equity Shares by reason of the death of the original holder(s), shall in accordance with Section 72 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, 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, the Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or
to transfer the Equity Shares, and if the notice is not complied with within a period of ninety (90) days, the Board 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 investors require changing the nomination, they are requested to inform their respective depository
participant.

PERIOD OF SUBSCRIPTION LIST OF PUBLIC ISSUE

ISSUE OPENS ON [●]

ISSUE CLOSES ON [●]

➢ In terms of regulation 265 of SEBI (ICDR) Regulation, 2018, the issue shall be open after at least three working days
from the date of filing the prospectus with the Registrar of Companies.
➢ In terms of regulation 266(1) of SEBI (ICDR) Regulation, 2018, Except as otherwise provided in these regulations, the
public issue shall be kept open for at least three working days and not more than ten working days.
➢ In terms of regulation 266(2) of SEBI (ICDR) Regulation, 2018, In case of a revision in the price band, the issuer shall
extend the bidding (issue) period disclosed in the red herring draft prospectus, for a minimum period of three working
days, subject to the provisions of sub-regulation (1) is not applicable to our company as this is fixed price issue.
➢ In terms of regulation 266(3) of SEBI (ICDR) Regulation, 2018, In case of force majeure, banking strike or similar
circumstances, our company may, for reasons to be recorded in writing, extend the issue period disclosed in the draft
prospectus, for a minimum period of three working days, subject to the provisions of sub-regulation 266(1).

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 Issue Closing Date). On the Issue Closing Date, the Application Forms will be accepted only
between 10.00 a.m. to 3.00 p.m. (IST) for retail and non-retail Applicants. The time for applying for Retail Individual
Applicants on Issue Closing Date maybe extended in consultation with the LM, RTA and EMERGE Platform of NSE
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 Application Forms on the Issue Closing Date, Applicants are
advised to submit their applications one (1) day prior to the Issue Closing Date and, in any case, not later than 3.00 p.m.
(IST) on the Issue Closing Date. Any time mentioned in this draft prospectus is IST. Applicants are cautioned that, in the
event a large number of Application Forms are received on the Issue Closing Date, as is typically experienced in public
issues, some Application Forms may not get uploaded due to the lack of sufficient time. Such 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 LM is liable for any failure in
uploading the Application Forms due to faults in any software/hardware system or otherwise.

SYLVAN PLYBOARD (INDIA) LIMITED Page 268 of 331

Draft Prospectus

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 Application Forms prior to the 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 Application
Form, for a particular Applicant, the details as per the file received from NSE EMERGE 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.

MINIMUM SUBSCRIPTION

In accordance with Regulation 260(1) of SEBI (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 thirty (30) days from the date of issue of draft prospectus, the
application money 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 Issue Document including
devolvement of Underwriters, our Company shall forthwith unblock the entire subscription amount received. If there is a
delay beyond eight (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.

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 2,000 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 SEBI
ICDR Regulations, the Market Maker shall buy the entire shareholding of a shareholder in one lot, where value of such
shareholding is less than the minimum contract size allowed for trading on the EMERGE Platform of NSE.

APPLICATION BY ELIGIBLE NRI’S, FPI’S/FII’S REGISTERED WITH SEBI, VCF’S REGISTERED WITH
SEBI AND QFIS

It is to be understood that there is no reservation for Eligible NRIs or FPIs/FIIs registered with SEBI or VCFs or QFIs.
Such Eligible NRIs, 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.

SYLVAN PLYBOARD (INDIA) LIMITED Page 269 of 331

Draft Prospectus

AS PER THE EXTANT POLICY OF THE GOVERNMENT OF INDIA, OCBS CANNOT PARTICIPATE IN
THIS ISSUE.

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 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 Application Form, the OCB shall be eligible to be considered for
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 Promoter minimum contribution in the Issue as detailed in the
Section titled “Capital Structure” beginning on page 60 of this draft prospectus, and except as provided in the Articles of
Association 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, “Description of Equity Shares and Terms of the
Articles of Association”, beginning on page 294 of this draft 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 LM do not accept any responsibility for the completeness and
accuracy of the information stated hereinabove. Our Company and the LM are not liable to inform the investors of any
amendments or modifications or changes in applicable laws or regulations, which may occur after the date of this draft
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.

ALLOTMENT OF EQUITY SHARES IN DEMATERIALIZED FORM

As per Section 29 of the Companies Act, 2013 and in accordance with SEBI (ICDR) Regulations, every company making
public Issue shall issue securities only in dematerialized form only. Hence, the Equity Shares being Issued can be applied
for in the dematerialized form only. Further, it has been decided by the SEBI that trading in securities of companies
making an initial public Issue shall be in dematerialized form only. The Equity Shares on Allotment will be traded only on
the dematerialized segment of the EMERGE Platform of NSE.

Furnishing the details of depository account is mandatory and applications without depository account shall be
treated as incomplete and rejected.

MIGRATION TO MAIN BOARD

As per the provisions of the Chapter IX of the SEBI ICDR Regulations, the migration to the Main board of NSE from the
EMERGE platform of NSE on a later date shall be subject to the following:

• If the Paid up Capital of our Company is likely to increase above ₹ 25 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 promoters 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 our Company has obtained in-principal approval from the main board), we shall have to apply to NSE for listing
our shares on its Main Board subject to the fulfilment of the eligibility criteria for listing of specified securities laid
down by the Main Board
OR
• If the Paid-up Capital of the company is more than ₹ 10 crore but below ₹25 crore, 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 promoters 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.

SYLVAN PLYBOARD (INDIA) LIMITED Page 270 of 331

Draft Prospectus

MARKET MAKING

The Equity Shares offered through this Issue are proposed to be listed on the EMERGE Platform of NSE, wherein M/s. [●]
is the Market Maker to this Issue shall ensure compulsory Market Making through the registered Market Makers of the
NSE SME for a minimum period of three (3) years from the date of listing on the EMERGE Platform of NSE. For further
details of the agreement entered into between our Company, the 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 draft prospectus.

NEW FINANCIAL INSTRUMENTS

There are no new financial instruments such as Deep discounted bonds, debenture, warrants, secured premium notes, etc.
issued by our Company through this issue.

JURISDICTION

Exclusive jurisdiction for the purpose of this Issue is with the competent courts/authorities in Kolkata, West Bengal.

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.

SYLVAN PLYBOARD (INDIA) LIMITED Page 271 of 331

Draft Prospectus

ISSUE STRUCTURE

This Issue is being made in terms of Regulation 229(2) of Chapter IX of the SEBI (ICDR) Regulations 2018, whereby, an
issuer whose post issue face value capital would be more than ten crore rupees, issue shares to the public and propose to
list the same on the EMERGE Platform of NSE. For further details regarding the salient features and terms of such this
Issue, please refer to Sections titled “Terms of the Issue” and “Issue Procedure” beginning on pages 266 and 274,
respectively, of this draft prospectus.

The present Issue of 51,00,000 Equity Shares at an issue price of ₹55/- each aggregating to ₹ 2,805.00 Lakhs by our
Company. The Issue and the Net Issue will constitute 26.32% and 25.00%, respectively of the post issue paid up equity
share capital of the Issuer Company.

Particulars of the Issue Net Issue to Public* Market Maker Reservation Portion
Number of Equity Shares 51,00,000 Equity Shares 2,56,000 Equity Shares
Percentage of Issue Size
94.98% of the Issue Size 5.02% of the Issue Size
available for allocation
Proportionate subject to minimum allotment
of Equity Shares and further allotment in
Basis of
multiples of 2,000 Equity Shares each.
Allotment/Allocation if
respective category is Firm Allotment
For further details please refer to “Basis of
oversubscribed
Allotment” under Section titled “Issue
Procedure” beginning on page 274 of this
draft prospectus.
Through ASBA Process or up to Rs. 5.00
Mode of Application Through ASBA Process Only
lakhs through UPI for Individual Investors
Mode of Allotment Compulsorily in dematerialised form. Compulsorily in dematerialised form.
For Other than Retail Individual Investors:
4,000 Equity Shares at Issue price of ₹55/-
each so that the Application Value exceeds
₹2,00,000. 2,56,000 Equity Shares
Minimum Application Size
@ ₹55/- each
For Retail Individuals:
2,000 Equity Shares at Issue price of ₹55/-
each.
For Other than Retail Individual Investors:
48,44,000 Equity Shares at Issue price of
₹55/- each. (The maximum application size is
the Net Issue to public subject to limits the
investor has to adhere under the relevant laws 2,56,000 Equity Shares
Maximum Application Size
and regulations applicable.) @ ₹55/- each

For Retail Individuals Investors:

2,000 Equity Shares at Issue price of ₹55/-
each.
2,000 Equity Shares. However, the
Market Makers may accept odd lots if
Trading Lot 2,000 Equity Shares
any in the market as required under the
SEBI (ICDR) Regulations, 2018.
Terms of Payment 100% at the time of application 100% at the time of application
This Issue is being made in terms of Chapter IX of the SEBI (ICDR) Regulations. For further details please refer to section
titled “Issue Structure” beginning on page 272 of this Draft Prospectus.

*Since present issue is a fixed price issue, the allocation in the net offer to the public category in terms of Regulation 253
(2) of the SEBI (ICDR) Regulations, 2018 shall be made as follows:
a) Minimum fifty per cent to retail individual investors; and
b) Remaining to: (i) individual applicants other than retail individual investors; and (ii) other investors including
corporate bodies or institutions, irrespective of the number of specified securities applied for; Provided that the
unsubscribed portion in either of the categories specified in (a) or (b) above may be allocated to the applicants in the
other category.

SYLVAN PLYBOARD (INDIA) LIMITED Page 272 of 331

Draft Prospectus

Explanation: If the retails individual investor category is entitled to more than fifty per cent of the issue size on a
proportionate basis, the retails individual investors shall be allocated that higher percentage. For further information on the
Allocation of Net Offer to Public, please refer to chapter titled “The Issue” on page no. 48 of this Draft Prospectus.

WITHDRAWAL OF THE ISSUE

Our Company, in consultation with the Lead Manager, reserves the right not to proceed with the Issue at any time before
the Issue Opening Date, without assigning any reason thereof.

In case, our Company wishes to withdraw the Issue after Issue Opening but before allotment, our Company will give
public notice giving reasons for withdrawal of Issue. The public notice will appear in two (2) widely circulated national
newspapers (one each in English and Hindi) and one (1) in regional newspaper where the registered office of the Company
is situated.

The Lead Manager, through the Registrar to the Issue, will instruct the SCSBs to unblock the ASBA Accounts within one
(1) Working Day from the day of receipt of such instruction. The notice of withdrawal will be issued in the same
newspapers where the pre-Issue advertisements have appeared, and the Stock Exchange will also be informed promptly. If
our Company withdraws the Issue after the Issue Closing Date and subsequently decides to undertake a public Issuing of
Equity Shares, our Company will file a fresh Issue document with the stock exchange where the Equity Shares may be
proposed to be listed.

Notwithstanding the foregoing, the Issue is subject to obtaining the final listing and trading approvals of the Stock
Exchange with respect to the Equity Shares Issued through this draft prospectus, which our Company will apply for only
after Allotment.

ISSUE PROGRAMME

Issue Opening Date [●]

Issue Closing Date [●]
Finalisation of Basis of Allotment with NSE EMERGE [●]
Initiation of Allotment / Refunds/ unblocking of ASBA Accounts [●]
Credit of Equity Shares to demat accounts of the Allottees [●]
Commencement of trading of the Equity Shares on NSE EMERGE [●]

Note: The above timetable is indicative in nature and does not constitute any obligation on the Company or the Lead
Manager. While our Company shall ensure that all the steps for completion of all the necessary formalities for the listing
and trading of our equity shares on the EMERGE Platform of NSE are taken within 3 working days of the issue closing
date, the time table may change due to various factors such as extension of the issue period by the Company or any delay
in receiving final listing and trading approval from the NSE. The Commencement of the trading of Equity shares will be
entirely at the discretion of the NSE EMERGE in accordance with the applicable laws.

Applications and any revisions to the same will be accepted only between 10:00 a.m. to 5:00 p.m. (Indian Standard Time)
during the Issue Period at the Application Centres mentioned in the Application Form. On the Issue Closing Date when
applications will be accepted only between 10:00 a.m. to 4:00 p.m. (Indian Standard Time).

Due to limitation of time available for uploading the application on the Issue Closing Date, Applicants are advised to
submit their applications one day prior to the Issue Closing Date and, in any case, not later than 1:00 p.m. IST on the Issue
Closing Date. Any time mentioned in this draft prospectus is IST. Applicants are cautioned that, in the event a large
number of applications are received on the Issue Closing Date, as is typically experienced in public Issues, some
applications may not get uploaded due to lack of sufficient time. Such applications that cannot be uploaded will not be
considered for allocation under this Issue.

Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holiday)

SYLVAN PLYBOARD (INDIA) LIMITED Page 273 of 331

Draft Prospectus

ISSUE PROCEDURE

All Bidders should read the General Information Document for Investing in Public Issues prepared and issued in
accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI Circulars (the
“General Information Document”), which highlights the key rules, processes and procedures applicable to public issues
in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR Regulations
which is part of the abridged prospectus accompanying the Application Form. The General Information Document is
available on the websites of the Stock Exchanges and the Lead Managers. Please refer to the relevant provisions of the
General Information Document which are applicable to the Issue especially in relation to the process for Bids by Retail
Individual Investors through the UPI Mechanism. The investors should note that the details and process provided in the
General Information Document should be read along with this section.

Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category of
investors eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv)
payment instructions for ASBA Bidders; (v) issuance of Confirmation of Allocation Note (“CAN”) and Allotment in the
Issue; (vi) general instructions (limited to instructions for completing the Application Form); (vii) designated date; (viii)
disposal of applications; (ix) submission of Application Form; (x) other instructions (limited to joint bids in cases of
individual, multiple bids and instances when an application would be rejected on technical grounds); (xi) applicable
provisions of Companies Act relating to punishment for fictitious applications; (xii) mode of making refunds; and (xiii)
interest in case of delay in Allotment or refund.

SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019,
the UPI Mechanism for Retail Individual Investors applying through Designated Intermediaries was made effective along
with the existing process and existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective till June 30,
2019.

With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read
with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by 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 Bids with existing timeline of T+6 days was mandated for a period of three months or launch of five
main board public issues, whichever is later (“UPI Phase II”). However, given the prevailing uncertainty due to the
COVID-19 pandemic, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, has decided
to continue with the UPI Phase II till further notice. Therefore, the final reduced timeline of T+3 days will be made
effective using the UPI Mechanism for applications by Retail Individual Investors (“UPI Phase III”), is prescribed by
SEBI vide circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 09, 2023 effective from issue opening on or
after September 01, 2023 on voluntary basis and on or after December 01, 2023 on mandatory basis. The Issue will be
undertaken pursuant to the processes and procedures under UPI Phase II, subject to any circulars, clarification or
notification issued by the SEBI from time to time.

SEBI vide Circular No. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, (“UPI Streamlining Circular”)
read with 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 and SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2022/51
dated April 20, 2022 has introduced certain additional measures for streamlining the process of initial public offers and
redressing investor grievances. This circular shall come into force for initial public offers opening on or after May 1, 2021,
except as amended pursuant to SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and the provisions
of this circular are deemed to form part of this Draft Prospectus.

Further, SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 09, 2023 has further reduced
the time period for refund of applications money from four days to two days from issue closing date viz. initiation not
later than 09.30 am on T+2 day (T is issue Closing Date) and completion before 2.00 pm on T+2 day for fund transfer
and completion before 4.00pm on T+2 day for unblocking.

SEBI vide Circular No. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 05, 2022, which came into force for public
issue opening on or after May 01, 2022 has decided that all Individual Investors applying in Public Issues where the
application amount is upto Rs. 5 Lakhs shall use UPI.

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Further, as per SEBI circular no SEBI/HO/CFD/DIL2/CIR/P/2022/75 dated May 30, 2022. All ASBA applications in
Public Issues shall be processed only after the application money is blocked in the investor’s bank accounts. The
provisions of the circular shall be for all issues opening from September 01, 2022 onwards.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Issue Closing Date, the Applicant shall be compensated at a uniform
rate of Rs.100 per day for the entire duration of delay exceeding two Working Days from the Issue Closing Date by the
intermediary responsible for causing such delay in unblocking. The LM shall, in their sole discretion, identify and fix the
liability on such intermediary or entity responsible for such delay in unblocking.

Our Company and the LM do not accept any responsibility for the completeness and accuracy of the information stated in
this section and the General Information Document and are not liable for any amendment, modification or change in the
applicable law which may occur after the date of this Draft Prospectus. Bidders are advised to make their independent
investigations and ensure that their Bids are submitted in accordance with applicable laws and do not exceed the
investment limits or maximum number of the Equity Shares that can be held by them under applicable law or as specified
in this Draft Prospectus. Further, our Company and the LM are not liable for any adverse occurrences consequent to the
implementation of the UPI Mechanism for application in this Issue.

Phased implementation of Unified Payments Interface (UPI)

SEBI has issued the various UPI Circulars in relation to streamlining the process of public issue of inter alia, equity shares.
Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism (in
addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for applications by Retail
Individual Investors through Designated Intermediaries with the objective to reduce the time duration from public issue
closure to listing from six Working Days to up to three Working Days. Considering the time required for making necessary
changes to the systems and to ensure complete and smooth transition to the UPI payment mechanism, the UPI Circulars
have introduced the UPI Mechanism in three phases in the following manner:

Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public issues,
whichever was later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019. Under this
phase, a Retail Individual Investor had the option to submit the ASBA Form with any of the Designated Intermediary and
use his/her UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing continued to
be six Working Days.

Phase II: This phase has become applicable from July 1, 2019. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 had extended the timeline for implementation of UPI
Phase II till March 31, 2020. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020 dated March 30, 2020
decided to continue Phase II of UPI with ASBA until further notice. Under this phase, submission of the ASBA Form by
Retail Individual Investors through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds will be
discontinued and will be replaced by the UPI Mechanism. However, the time duration from public issue closure to listing
would continue to be six Working Days during this phase.

Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1, 2023 and
on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing number
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 ("T+3 Notification”). In this phase, the time duration from
public issue closure to listing has been reduced to three Working Days. The Issue shall be undertaken pursuant to the
processes and procedures as notified in the T+3 Notification as applicable, subject to any circulars, clarification or
notification issued by SEBI from time to time, including any circular, clarification or notification which may be issued by
SEBI.

This Issue is mandatorily being made under Phase III of the UPI Mechanism.

The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the SCSBs only
after such banks provide a written confirmation, in compliance with the SEBI RTA Master Circular in a format as
prescribed by SEBI, from time to time, and such payment of processing fees to the SCSBs shall be made in compliance
with circulars prescribed by SEBI and applicable law.

All SCSBs offering facility of making application in public issues shall also provide facility to make application using UPI.
Our Company will be required to appoint one of the SCSBs as the Sponsor Bank(s) to act as a conduit between the Stock
Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions of the UPI Bidders.

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Individual investors bidding under the Non-Institutional Portion bidding for more than ₹ 200,000 and up to ₹ 500,000,
using the UPI Mechanism, shall provide their UPI ID in the Bid-cum-Application Form for Bidding through Syndicate,
sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat
and bank account (3 in 1 type accounts), provided by certain brokers.

Pursuant to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as amended pursuant
to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140
dated August 9, 2023(“UPI Streamlining Circular”), SEBI has set out specific requirements for redressal of investor
grievances for applications that have been made through the UPI Mechanism. The requirements of the UPI Streamlining
Circular include, appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for
SCSBs to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to submit
details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of unsuccessful Bidders
to be unblocked no later than one Working Day from the date on which the Basis of Allotment is finalised. Failure to
unblock the accounts within the timeline would result in the SCSBs being penalised under the relevant securities law.
Further, in terms of the UPI Circulars, the payment of processing fees to the SCSBs shall be undertaken pursuant to an
application made by the SCSBs to the Lead Manager, and such application shall be made only after (i) unblocking of
application amounts for each application received by the SCSB has been fully completed, and (ii) applicable compensation
relating to investor complaints has been paid by the SCSB.

For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the
Lead Manager. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB as well as the
Lead Manager will be required to compensate the concerned investor.

FIXED PRICE ISSUE PROCEDURE

The Issue is being made in compliance with the provisions of Chapter IX of the SEBI ICDR Regulations, and through the
Fixed Price Process wherein 50% of the Net Issue to Public is being offered to the Retail Individual Applicants and the
balance is being offered to Other Investors including QIBs and Non-Institutional Applicants. However, in case of under-
subscription in either category, unsubscribed portion shall be allocated to investors in other category subject to valid
Applications being received from them at the Issue Price.

Subject to the valid Applications being received at the Issue Price, allotment to all categories in the Net Issue, shall be
made on a proportionate basis, except for the Retail Individual Investors Category where Allotment to each Retail
Individual Applicants shall not be less than the minimum lot, subject to availability of Equity Shares in Retail Individual
Investors Category, 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 Lead Manager and the Stock Exchange.

The Equity Shares on Allotment shall be traded only in the dematerialised segment of the Stock Exchanges.
Investors should note that the Equity Shares will be Allotted to all successful Applicants only in dematerialised
form. It is mandatory to furnish the details of Applicant’s depository account along with Application Form. The
Application Forms which do not have the details of the Applicants’ depository account, including the DP ID
Numbers and the beneficiary account number shall be treated as incomplete and rejected. Application Forms which
do not have the details of the Applicants’ PAN, (other than Applications made on behalf of the Central and the
State Governments, residents of the state of Sikkim and official appointed by the courts) shall be treated as
incomplete and are liable to be rejected. Applicants will not have the option of being Allotted Equity Shares in
physical form.

APPLICATION FORM

Copies of Application Forms and Abridged Prospectus will be available with the Syndicate/sub-Syndicate members,
SCSBs and at our Registered Office. In addition, an electronic copy of the Application Forms and Abridged Prospectus
will also be available for download on the website of the Company, Lead Manager and Stock Exchange, NSE
(www.nseindia.com), at least one day prior to the Issue Opening Date.

All Bidders (other than Anchor Investors) shall mandatorily participate in the Issue only through the ASBA process. The
Retail Individual Investors can additionally Bid through the UPI Mechanism.

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All ASBA Bidders must provide either, (i) bank account details and authorizations to block funds in the ASBA Form; or
(ii) the UPI ID (in case of Retail Individual Investors), as applicable, in the relevant space provided in the ASBA Form and
the ASBA Forms that do not contain such details will be rejected. Applications made by the Retail Individual Investors
using third party bank account or using third party linked bank account UPI ID are liable for rejection. Retail Individual
Investors bidding using the UPI Mechanism must provide the valid UPI ID in the relevant space provided in the
Application Form and the Application Form that does not contain the UPI ID are liable to be rejected.

Applicants shall ensure that the Applications are made on Application Forms bearing the stamp of a member of the
Syndicate or the Registered Broker or the SCSBs or Registrars to an Issue and Share Transfer Agents or Depository
Participants, as the case may be, submitted at the Collection centres only (except in case of electronic Application Forms)
and the Application Forms not bearing such specified stamp are liable to be rejected.

The prescribed colour of the Application Form for various categories applying in this issue is as follows:
Category Colour
Resident Indians and Eligible NRIs applying on a non-repatriation basis (ASBA)** White*
Non-Residents and Eligible NRIs applying on a repatriation basis (ASBA)** Blue*
* Excluding electronic Application Form.
** Application forms will also be available on the website of the NSE (www.nseindia.com). Same Application Form applies
to all ASBA Applicants/ Retail Individual Applicants applying through UPI mechanism, irrespective of whether they are
submitted to the SCSBs, to the Registered Brokers, to Registrars to an Issue and Share Transfer Agents, Depository
Participants or to the Syndicate (in Specified Cities).

In case of ASBA Forms, Designated Intermediaries shall upload the relevant bid details in the electronic bidding system of
the Stock Exchanges.

Subsequently, for ASBA Forms (other than Retail Individual Investors using UPI Mechanism), Designated Intermediaries
(other than SCSBs) shall submit / deliver the ASBA Forms to the respective SCSB where the Bidder has an ASBA bank
account and shall not submit it to any non-SCSB bank or any Escrow Collection Bank. Stock Exchanges shall validate the
electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a real time basis and bring inconsistencies to
the notice of the relevant Designated Intermediaries, for rectification and re-submission within the time specified by Stock
Exchanges. Stock Exchanges shall allow modification of either DP ID/Client ID or PAN ID, bank code and location code
in the Bid details already uploaded.

For Retail Individual Investors using UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID)
with the Sponsor Bank on a continuous basis through API integration to enable the Sponsor Bank to initiate UPI Mandate
Request to Retail Individual Investors for blocking of funds. The Sponsor Bank shall initiate request for blocking of funds
through NPCI to Retail Individual Investors, who shall accept the UPI Mandate Request for blocking of funds on their
respective mobile applications associated with UPI ID linked bank account. The NPCI shall maintain an audit trail for
every Bid entered in the Stock Exchanges bidding platform, and the liability to compensate Retail Individual Investors
(Bidding through UPI Mechanism) in case of failed transactions shall be with the concerned entity (i.e. the Sponsor Bank,
NPCI or the issuer bank) at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit
trail of all disputed transactions/ investor complaints to the Sponsor Banks and the issuer bank. The Sponsor Banks and the
Bankers to the Issue shall provide the audit trail to the LM for analysing the same and fixing liability.

The Sponsor Bank will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to NPCI and
will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform with detailed error
code and description, if any. Further, the Sponsor Bank will undertake reconciliation of all Bid requests and responses
throughout their lifecycle on daily basis and share reports with the LM in the format and within the timelines as specified
under the UPI Circulars. Sponsor Bank and issuer banks shall download UPI settlement files and raw data files from the
NPCI portal after every settlement cycle and do a three-way reconciliation with UPI switch data, CBS data and UPI raw
data. NPCI is to coordinate with issuer banks and Sponsor Banks on a continuous basis.

WHO CAN APPLY?

Each Applicant should check whether it is eligible to apply under applicable law. Furthermore, certain categories of
Applicants, 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. Applicants are requested to refer to the Application Form and GID for more
details.

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Subject to the above, an illustrative list of Applicants is as follows:

i. Indian nationals resident in India who are competent to contract under the Indian Contract Act,1872, in single or joint
names (not more than three);
ii. Applications belonging to an account for the benefit of a minor (under guardianship);
iii. Hindu Undivided Families or HUFs, in the individual name of the Karta. The Applicant should specify that the
Application is being made in the name of the HUF in the Application Form as follows: “Name of sole or first
Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Application
by HUFs will be considered at par with Applications from individuals;
iv. Companies, corporate bodies and societies registered under applicable law in India and authorised to invest in equity
shares;
v. QIBs;
vi. NRIs on a repatriation basis or on a non-repatriation basis subject to applicable law;
vii. Qualified Foreign Investors subject to applicable law;
viii. Indian Financial Institutions, regional rural banks, co-operative banks (subject to RBI regulations and the SEBI ICDR
Regulations and other laws, as applicable);
ix. Trusts/ societies registered under the Societies Registration Act, 1860, or under any other law relating to trusts/
societies and who are authorised under the irrespective constitutions to hold and invest in equity shares;
x. Limited liability partnerships registered under the Limited Liability Partnership Act,2008;
xi. Insurance companies registered with IRDAI;
xii. Mutual Funds registered with SEBI;
xiii. FPIs other than Category III Foreign Portfolio Investor;
xiv. Category III Foreign Portfolio Investors, which are foreign corporates or foreign individuals only under the Other
Investors Category;
xv. Scientific and/ or industrial research organizations authorised in India to invest in the Equity Shares; and
xvi. Any other person eligible to Apply in this Issue, under the laws, rules, regulations, guidelines and polices applicable to
them.

Applications should not to be made by:

i. Minors (except through their Guardians)
ii. Partnership firms
iii. Foreign Nationals (except NRIs)
iv. 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 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 Application Form, the OCB shall be eligible to be considered for
share allocation.

The Equity Shares have not been and will not be registered under the U.S. Securities Act, 1933 (the “U.S. Securities Act”)
or the securities laws of any state of the United States and may not be offered or sold within the United States, except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act
and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold only outside the United
States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the
jurisdiction where those offers, and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and Applications may not be made by persons in any such jurisdiction, except in
compliance with the applicable laws of such jurisdiction.

The information below is given for the benefit of the applicants. Our Company, and the Lead Manager do not accept
responsibility for the completeness and accuracy of the information stated. Our Company, and the Lead Manager is not
liable for any amendments or modification or changes in applicable laws or regulations, which may occur after the date of
the draft prospectus. Applicants are advised to make their independent investigations and ensure that the number of Equity
Shares applied for does not exceed the limits prescribed under laws or regulations.

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MAXIMUM AND MINIMUM APPLICATION SIZE:

1. For Retail Individual Applicants:

The Application must be for a minimum of 2,000 Equity Shares and in multiples of 2,000 Equity Shares thereafter, so
as to ensure that the Application Price payable by the Applicant does not exceed Rs 2,00,000. In case of revision of
Applications, the Retail Individual Applicants have to ensure that the Application Price does not exceed Rs 2,00,000.
As the application price payable by the Retail Individual Applicants cannot exceed Rs. 2,00,000, they can make
Application only upto 2,000 Equity Shares.

2. For Other than Retail Individual Applicants (Non-Institutional Applicants and QIBs):
The Application must be for a minimum of such number of Equity Shares that the Application Amount exceeds Rs
2,00,000 and in multiples of 2,000 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 Applicant 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 Applicants, who are individuals, have to ensure that the
Application Amount is greater than Rs 2,00,000 for being considered for allocation in the Non-Institutional Portion.

3. Minimum Bid Lot: 2,000 Equity Shares

BASIS OF ALLOTMENT

Allotment will be made in consultation with the Designated Stock Exchange. In the event of oversubscription, the
allotment will be made on a proportionate basis in marketable lots as set forth here:

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 over subscription ratio (number
of applicants in the category X number of Shares applied for).

b) The number of Shares to be allocated to the successful applicants will be arrived at on a proportionate basis in
marketable lots (i.e., Total number of Shares applied for into the inverse of the over subscription ratio).

c) For applications where the proportionate allotment works out to less than 2,000 Equity Shares the allotment will be
made as follows:

i. Each successful applicant shall be allotted 2,000 Equity Shares;

ii. The successful applicants out of the total applicants for that category shall be determined by the drawl of lots in
such a manner that the total number of Shares allotted in that category is equal to the number of Shares worked
out as per (2) above.

d) If the proportionate allotment to an applicant works out to a number that is not a multiple of 2,000 Equity Shares, the
applicant would be allotted Shares by rounding off to the lower nearest multiple of 2,000 Equity Shares subject to a
minimum allotment of 2,000 Equity Shares.

e) If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the applicants in that
category, the balance available Shares for allocation shall be first adjusted against any category, where the allotted
Shares are not sufficient for proportionate allotment to the successful applicants in that category, the balance Shares, if
any, remaining after such adjustment will be added to the category comprising of applicants applying for the minimum
number of Shares. If as a result of the process of rounding off to the lower nearest multiple of 2,000 Equity Shares,
results in the actual allotment being higher than the shares offered, the final allotment may be higher at the sole
discretion of the Board of Directors, upto 110% of the size of the offer specified under the Capital Structure mentioned
in this Draft Prospectus.

f) The above proportionate allotment of shares in an Issue that is oversubscribed shall be subject to the reservation for
Retail Individual applicants as described below:

▪ As per Regulation 253(2) of the SEBI (ICDR) Regulations 2018, as the Retail Individual Investor category is
entitled to minimum fifty percent on proportionate basis, the retail individual investors shall be allocated that
higher percentage.

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▪ Remaining to Individual applicants other than retail individual investors and other investors including corporate
bodies or institutions, irrespective of the number of specified securities applied for;

▪ The unsubscribed portion in either of the categories specified in (i) or (ii) above may be available for allocation to
the applicants in the other category, if so required.

“Retail Individual Investor” means an investor who applies for shares of value of not more than ₹2,00,000/-. Investors may
note that in case of over subscription allotment shall be on proportionate basis and will be finalized in consultation with the
designated stock exchange.

The Executive Director/Managing Director of the Designated Stock Exchange in addition to 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, 2018.

PARTICIPATION BY ASSOCIATES /AFFILIATES OF LM AND THE SYNDICATE MEMBERS

The LM, Market Maker and the Underwriter, if any shall not be entitled to subscribe to this Issue in any manner except
towards fulfilling their underwriting and market making obligations. However, associates/affiliates of the LM and
Syndicate Members, if any may subscribe for Equity Shares in the Issue, either in the QIB Category or in the Non-
Institutional Category as may be applicable to the Applicants, where the allocation is on a proportionate basis and such
subscription may be on their own account or on behalf of their clients.

APPLICATION BY MUTUAL FUNDS

As per the current regulations, the following restrictions are applicable for investments by Mutual fund:

No mutual fund scheme shall invest more than 10% of its net asset value in the Equity Shares or equity related
instruments of any Company provided that the limit of 10% shall not be applicable for investments in index funds or
sector or industry specific funds. No mutual fund under all its schemes should own more than 10% of any Company’s
paid-up share capital carrying voting rights.

With respect to Applications by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged with
the Application Form. Failing this, our Company reserves the right to accept or reject any Application in whole or in part,
in either case, without assigning any reason thereof.

In case of a Mutual Fund, a separate Application can be made in respect of each scheme of the Mutual Fund registered
with SEBI and such Applications in respect of more than one scheme of the Mutual Fund will not be treated as multiple
Applications provided that the Applications clearly indicate the scheme concerned for which the Application has been
made.

The Application made by Asset Management Companies or custodians of Mutual Funds shall specifically state the names
of the concerned schemes for which the Applications are made.

APPLICATIONS BY ELIGIBLE NRI’S

Only Applications accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered
for Allotment. Eligible NRIs intending to make payment through freely convertible foreign exchange and Applying on a
repatriation basis could make payments through the ASBA process only by blocking the funds for the amount payable on
application in their NRE Account or FCNR Accounts, maintained with banks authorised by the RBI to deal in foreign
exchange.

Eligible NRIs applying on a repatriation basis are advised to use the Application Form meant for Non-Residents,
accompanied by a bank certificate confirming that the payment has been made by blocking the relevant funds in their
NRE or FCNR account, as the case may be. Payment for Application by non-resident Applicants applying on a
repatriation basis will not be accepted out of NRO accounts for the full Application amount, at the time of submission of
the Application Form.

Eligible NRIs applying on non-repatriation basis are advised to use the Application Form for residents (white in colour).
Eligible NRIs applying on a repatriation basis are advised to use the Application Form meant for Non-Residents (blue in
colour).

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APPLICATIONS BY HUF

Application by Hindu Undivided Families or HUFs should be in the individual name of the Karta. The Applicant should
specify that the Application is being made in the name of the HUF in the Application Form as follows: “Name of sole or
first Applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the Karta”. Application
by HUFs will be considered at par with Applications by individuals.

APPLICATIONS BY FPI’S

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) is not permitted to exceed 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 upto the sectoral
cap by way of a resolution passed by the Board of Directors followed by a special resolution passed by the Shareholders
of our Company and subject to prior intimation to the RBI.

In case the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital of our Company, on a
fully diluted basis or 10% or more of the paid-up value of any series of debentures or preference shares or share warrants
issued that may be issued by our Company, the total investment made by the FPI will be re-classified as FDI subject to
the conditions as specified by SEBI and the RBI in this regard and our Company and the investor will be required to
comply with applicable reporting requirements.

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 a FPI against securities held by it that are listed or
proposed to be listed on any recognized stock exchange in India, as its underlying) directly or indirectly, only in the event
(i) such offshore derivative instruments are issued only to persons who are regulated by an appropriate regulatory
authority; and (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. In case of Applications
made by FPIs, a verified true copy of the certificate of registration issued by the designated depository participant under
the FPI Regulations is required to be attached along with the Application form, failing which our Company reserves the
right to reject the Application without assigning any reasons thereof.

APPLICATIONS BY BANKING COMPANIES

In case of Applications made by banking companies registered with the RBI, certified copies of: (i) the certificate of
registration issued by the RBI, and (ii) the approval of such banking company’s investment committee are required to be
attached to the Application Form, failing which our Company reserves the right to reject any Application by a banking
company without assigning any reason therefor.

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 bank’s 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 bank’s interest on loans/investments made to a company.
The bank is required to submit a timebound action plan for disposal of such shares within a specified period to the RBI. A
banking company would require a prior approval of the RBI to make (i) investment in a subsidiary and a financial
services company that is not a subsidiary (with certain exceptions prescribed), and (ii) investment in a non-financial
services company in excess of 10% of such investee company’s paid-up share capital as stated in 5(a)(v)(c)(i) of the
Reserve Bank of India (Financial Services provided by Banks) Directions, 2016.

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APPLICATIONS 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 applications on their own account using ASBA, they
should have a separate account in their own name with any other SEBI registered SCSBs. Further, such account shall be
used solely for the purpose of making application in public issues and clear demarcated funds should be available in such
account for ASBA applications.

APPLICATIONS BY SEBI REGISTERED VENTURE CAPITAL FUNDS, ALTERNATIVE INVESTMENT

FUNDS AND FOREIGN VENTURE CAPITAL INVESTORS

The SEBI VCF Regulations and the SEBI FVCI Regulations, as amended, inter alia prescribe the investment restrictions
on VCFs and FVCIs, respectively, registered with SEBI. Further, the SEBI AIF Regulations prescribe, amongst others, the
investment restrictions on AIFs.

Accordingly, the holding in any company by any individual VCF or FVCI registered with SEBI should not exceed 25% of
the corpus of the VCF or FVCI. Further, VCFs and FVCIs can invest only upto 33.33% of the investible funds in various
prescribed instruments, including in public offerings.

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 Regulations.

All Non-Resident Applicants including Eligible NRIs, 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 / or commission. There is no
reservation for Eligible NRIs, FIIs and FVCIs and all Applicants will be treated on the same basis with other categories for
the purpose of allocation.

Further, according to the SEBI Regulations, the shareholding of VCFs, category I or II AIFs and FVCIs held in a company
prior to making an initial public offering would be exempt from lock-in requirements only if the shares have been held by
them for at least one year prior to the time of filing the draft prospectus with SEBI. However, such equity shares shall be
locked in for a period of at least one year from the date of purchase by the VCF, category I or II AIF or FVCI, as the case
may.

APPLICATIONS BY LIMITED LIABILITY PARTNERSHIPS

In case of Applications made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to
the Application Form. Failing this, our Company reserves the right to reject any Application without assigning any reason
thereof.

APPLICATIONS BY INSURANCE COMPANIES

In case of Applications made by Insurance Companies, a certified copy of certificate of registration issued by IRDA must
be attached to the Application Form. Failing this, our Company reserves the right to reject any Application without
assigning any reason thereof.

The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority (Investment)
Regulations, 2016 (the “IRDAI Investment Regulations”) are broadly set forth below:

a) Equity shares of a company: the lower of 10% of the outstanding Equity Shares (face value) or 10% of the respective
fund in case of life insurer or 10% of investment assets in case of general insurer or reinsurer;
b) The entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or 15% of
investment assets in case of a general insurer or reinsurer or 15% of the investment assets in all companies belonging
to the group, whichever is lower; and
c) The industry sector in which the investee company 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.

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The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of 10%
of the investment assets of a life insurer or general insurer and the amount calculated under points (i), (ii) and (iii) above,
as the case may be.

The above limit of 10.00% shall stand substituted as 15.00% of outstanding equity shares (face value) for insurance
companies with investment assets of ₹2,500,000 million or more and 12.00% of outstanding equity shares (face value) for
insurers with investment assets of ₹500,000.00 million or more but less than ₹2,500,000.00 million.

Insurance companies participating in this Issue, shall comply with all applicable regulations, guidelines and circulars issued
by IRDA from time to time.

APPLICATIONS BY PROVIDENT FUNDS/ PENSION FUNDS

In case of Applications made by provident funds/ pension funds, subject to applicable laws, with minimum corpus of ₹250
million, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/ pension fund
must be attached to the Application Form. Failing this, our Company reserves the right to reject any Application, without
assigning any reason thereof.

APPLICATIONS UNDER POWER OF ATTORNEY

In case of Applications made pursuant to a power of attorney or by limited companies, corporate bodies, registered
societies, Mutual Funds, Eligible FPIs, insurance companies Systemically Important Non-Banking Financial Companies,
insurance funds set up by the army, navy or air force of the India, insurance funds set up by the Department of Posts, India
or the National Investment Fund and provident funds with a minimum corpus of ₹250 million and pension funds with a
minimum corpus of ₹250 million (in each case, subject to applicable law and in accordance with their respective
constitutional documents), 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, as applicable
must be lodged along with the Application Form. Failing this, our Company reserves the right to accept or reject any such
Application without assigning any reasons therefor.

APPLICATIONS BY SYSTEMICALLY IMPORTANT NON-BANKING FINANCIAL COMPANIES

In case of Application by Systemically Important Non-Banking Financial Companies, certified copy of a) the certificate of
registration issued by RBI, b) certified copy of its latest audited financial statement on a standalone basis and a net worth
certificate from its statutory auditor and c) such other approval as may be required by Systemically Important Non-Banking
Financial Companies are required to be attached to the Application Form. Failing this, our Company reserves the right to
accept or reject any such Application without assigning any reasons therefor. Systemically Important Non-Banking
Financial Companies participating in this Issue shall comply with all applicable regulations, guidelines and circulars issued
by RBI from time to time.

The above information is given for the benefit of the Applicants. Our Company and the Lead Manager are not liable for
any amendments or modification or changes in applicable laws or regulations, which may occur after the date of this draft
prospectus. Applicants are advised to make their independent investigations and Applicants are advised to ensure that any
single Application 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 this draft prospectus.

ISSUE PROCEDURE FOR APPLICATION SUPPORTED BY BLOCKED ACCOUNT (ASBA)

Applicants In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the
Applicants have to compulsorily apply through the ASBA Process. Our Company and the Lead Manager are not liable for
any amendments, modifications, or changes in applicable laws or regulations, which may occur after the date of this Draft
Prospectus. ASBA Applicants are advised to make their independent investigations and to ensure that the ASBA
Application Form is correctly filled up, as described in this section.

The lists of banks that have been notified by SEBI to act as SCSB (Self Certified Syndicate Banks) for the ASBA Process
are provided on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes. For details on designated
branches of SCSB collecting the Application Form, please refer the above-mentioned SEBI link.

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METHOD AND PROCESS OF APPLICATIONS

1. The Designated Intermediaries shall accept applications from the Applicants during the Issue Period.
2. The Issue Period shall be for a minimum of three Working Days and shall not exceed 10 Working Days. The Issue
Period may be extended, if required, by an additional three Working Days, subject to the total Issue Period not
exceeding 10 Working Days.
3. During the Issue Period, Applicants who are interested in subscribing to the Equity Shares should approach the
Designated Intermediaries to register their applications.
4. The Applicant cannot apply on another Application Form after applications on one Application Form have been
submitted to the Designated Intermediaries. Submission of a second Application form to either the same or to another
Designated Intermediaries will be treated as multiple applications and is liable to rejected either before entering the
application into the electronic collecting system or at any point prior to the allocation or Allotment of Equity Shares in
this Issue.
5. Designated Intermediaries accepting the application forms shall be responsible for uploading the application along
with other relevant details in application forms on the electronic bidding system of stock exchange and submitting the
form to SCSBs for blocking of funds (except in case of SCSBs, where blocking of funds will be done by respective
SCSBs only). All applications shall be stamped and thereby acknowledged by the Designated Intermediaries at the time
of receipt.
6. The Designated Intermediaries will enter each application option into the electronic collecting system as a separate
application and generate a TRS and give the same to the applicant.
7. Upon receipt of the Application Form, submitted whether in physical or electronic mode, the Designated
Intermediaries shall verify if sufficient funds equal to the Application Amount are available in the ASBA Account, as
mentioned in the Application Form, prior to uploading such applications with the Stock Exchange.
8. If sufficient funds are not available in the ASBA Account, the Designated Intermediaries shall reject such applications
and shall not upload such applications with the Stock Exchange.
9. If sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the Application
Amount mentioned in the Application Form and will enter each application option into the electronic collecting system
as a separate application and generate a TRS for each price and demand option. The TRS shall be furnished to the
Applicant on request.
10. The Application Amount shall remain blocked in the aforesaid ASBA Account until finalization of the Basis of
Allotment and consequent transfer of the Application Amount against the Allotted Equity Shares to the Public Issue
Account, or until withdraw/ failure of the Issue or until withdrawal/ rejection of the Application Form, as the case may
be. Once the Basis of Allotment if finalized, the Registrar to the Issue shall send an appropriate request to the
Controlling Branch of the SCSB for unblocking the relevant ASBA Accounts and for transferring the amount allocable
to the successful Applicants 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.

TERMS OF PAYMENT

The entire Issue price of ₹55/- per share is payable on application. In case of allotment of lesser number of Equity Shares
than the number applied, the Registrar shall instruct the SCSBs to unblock the excess amount paid on Application to the
Applicants.

SCSBs will transfer the amount as per the instruction of the Registrar to the Public Issue Account, the balance amount
after transfer will be unblocked by the SCSBs.

The applicants 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 Applicants.

PAYMENT MECHANISM

The applicants shall specify the bank account number in their Application Form and the SCSBs shall block an amount
equivalent to the Application Amount in the bank account specified in the Application Form. The SCSB shall keep the
Application Amount in the relevant bank account blocked until withdrawal/rejection of the Application or receipt of
instructions from the Registrar to unblock the Application Amount.

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However, Non-Retail Applicants shall neither withdraw nor lower the size of their applications at any stage. In the event
of withdrawal or rejection of the Application Form or for unsuccessful Application Forms, the Registrar to the 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 Applicant, as the case may be.

Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI
(Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors applying in a public Offer shall use
only Application Supported by Blocked Amount (ASBA) process for application providing details of the bank account
which will be blocked by the Self-Certified Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Retail Individual Investors applying in public offer have
to use UPI as a payment mechanism with Application Supported by Blocked Amount for making application.

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, (i) the applications accepted by them, (ii) the applications uploaded by them (iii) the applications accepted
but not uploaded by them or (iv) with respect to applications by Applicants, applications accepted and uploaded by
any Designated Intermediary other than SCSBs, the Application form along with relevant schedules shall be sent to the
SCSBs or the Designated Branch of the relevant SCSBs for blocking 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 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
Lead Manager on a regular basis.
6. With respect to applications by Applicants, at the time of registering such applications, the Syndicate Bakers, DPs and
RTAs shall forward a Schedule as per format given below along with the Application Forms to Designated Branches
of the SCSBs for blocking of funds:
Sl. No. Details*
1 Symbol
2 Intermediary Code
3 Location Code
4 Application No.
5 Category
6 PAN
7 DP ID
8 Client ID
9 Quantity
10 Amount
*Stock Exchanges shall uniformly prescribe character length for each of the above-mentioned fields
7. With respect to applications by Applicants, at the time of registering such applications, the Designated Intermediaries
shall enter the following information pertaining to the Applicants into in the on-line system:
• Name of the Applicant;
• IPO Name;
• Application Form Number;
• Investor Category;
• PAN (of First Applicant, if more than one Applicant);
SYLVAN PLYBOARD (INDIA) LIMITED Page 285 of 331
Draft Prospectus

• DP ID of the demat account of the Applicant;

• Client Identification Number of the demat account of the Applicant;
• 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 an Applicant through the Electronic Mode, the Applicant shall complete
the above-mentioned details and mention the bank account number, except the Electronic ASBA 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 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 Applicants and Retail Individual Applicants, applications would not be rejected except on the
technical grounds as mentioned in the Draft 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 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 Promoter, our
management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the
correctness or completeness of any of the contents of this Draft 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 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 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 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.

ALLOCATION OF EQUITY SHARES

1) The Issue is being made through the Fixed Price Process wherein 2,56,000 Equity Shares shall be reserved for
Market Maker and 48,44,000 Equity shares (Net Issue) will be allocated on a proportionate basis to Retail
Individual Applicants, and Non-Retail Applicants.
2) Under- subscription if any, in any category, would be allowed to be met with spill-over from any other category or
combination of categories at the discretion of our Company in consultation with the Lead Managers and the Stock
Exchange.
3) Allocation to Non-Residents, including Eligible NRIs, Eligible QFIs, FIIs and FVCIs registered with SEBI,
applying on repatriation basis will be subject to applicable law, rules, regulations, guidelines and approvals.
4) In terms of SEBI Regulations, Non-Retail Applicants shall not be allowed to either withdraw or lower the size of
their applications at any stage and retail individual investors can withdraw or revise their bids till issue closure date.
5) Allotment status details shall be available on the website of the Registrar to the Issue.

PRE-ISSUE ADVERTISEMENT

Subject to Section 30 of the Companies Act 2013, our Company shall, after filing the 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 where the registered office of the Company
is situated.

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ISSUANCE OF ALLOTMENT ADVICE (CAN)

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. Applicants are advised to instruct their Depository Participants to accept the Equity Shares
that may be allotted to them pursuant to the issue. The Lead Manager or the Registrar to the Issue will dispatch an
Allotment Advice to their Applicants 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 Applicant.
3) Issuer will make the allotment of the Equity Shares and initiate corporate action for credit of shares to the successful
applicants Depository Account within 2 working days of the Issue Closing date. The Issuer also ensures the credit of
shares to the successful Applicants Depository Account is completed within one working Day from the date of
allotment, after the funds are transferred from ASBA Public Issue Account to Public Issue account of the issuer.

DESIGNATED DATES

Issue Opening Date [●]

Issue Closing Date [●]
Finalisation of Basis of Allotment with NSE EMERGE [●]
Initiation of Allotment / Refunds/ unblocking of ASBA Accounts [●]
Credit of Equity Shares to demat accounts of the Allottees [●]
Commencement of trading of the Equity Shares on NSE EMERGE [●]
Note: The above timetable is indicative in nature and does not constitute any obligation on the Company or the Lead
Manager. While our Company shall ensure that all the steps for completion of all the necessary formalities for the listing
and trading of our equity shares on the EMERGE Platform of NSE are taken within 3 working days of the issue closing
date, the time table may change due to various factors such as extension of the issue period by the Company or any delay
in receiving final listing and trading approval from the NSE. The Commencement of the trading of Equity shares will be
entirely at the discretion of the NSE EMERGE in accordance with the applicable laws

GENERAL INSTRUCTIONS

Do's:
• Check if you are eligible as per the terms of this Draft Prospectus and under applicable law, rules, regulations,
guidelines and approvals. All applicants (other than Anchor Investors) should submit their Bids through the ASBA
process only;
• Read all the instructions carefully and complete the applicable Application Form;
• Ensure that the details about the PAN, DP ID and Client ID are correct and the Applicants depository account is
active, as Allotment of Equity Shares will be in the dematerialized form only;
• Applicant shall use only his / her own bank account or only his / her own bank account linked UPI ID to make an
application
• Ensure that the Demographic Details are updated, true and correct in all respects;
• Ensure that the name(s) given in the Application Form is exactly the same as the name(s) in which the beneficiary
account is held with the Depository Participant.
• Ensure that you have funds equal to the Application Amount in the ASBA account or UPI ID linked Bank Account
maintained with the SCSB before submitting the Application Form under the ASBA process 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);
• Instruct your respective Banks to not release the funds blocked in the ASBA Account/UPI ID linked Bank Account
under the ASBA process;
• Ensure that the Applications are submitted at the Collection centres only on forms bearing the stamp of the
Syndicate or Registered Broker or RTAs or DPs or SCSB (except in case of electronic forms). Ensure that your
Application is submitted either to a member of the Syndicate (in the Specified Locations), a Designated Branch of
the SCSB where the Applicant has a bank account or a UPI ID linked Bank Account, or to a Registered Broker at the
Broker Centres or to RTAs or DPs at collection centres and not to our Company.
• Ensure that the Application Form is signed by the account holder in case the applicant is not the account holder.
• Ensure that you (other than the Anchor Investors) have mentioned the correct details of ASBA Account (i.e. bank
account or UPI ID, as applicable) in the Application Form if you are not a Retail Individual Investor bidding using
the UPI Mechanism in the Application Form and if you are a Retail Individual Investor using the UPI Mechanism
ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters including the handle), in
the Application Form.
• Submit revised Applications to the same member of the Syndicate, SCSB or Non-Syndicate Registered Broker, or
SYLVAN PLYBOARD (INDIA) LIMITED Page 287 of 331
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RTAs or DPs as applicable, through whom the original Application was placed and obtain a revised TRS;
• Ensure that the Application Forms are delivered by the applicants within the time prescribed as per the Application
Form and the draft prospectus;
• Ensure that you have requested for and receive a TRS;
• Ensure that you request for and receive a stamped acknowledgement of the Application Form for all your application
options;
• All Investors submit their applications through the ASBA process only except as mentioned in SEBI Circular No.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019 & SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M
dated March 16, 2021;
• Ensure that you receive an acknowledgement from the concerned Designated Intermediary, for the submission of
your Application Form; and
• The Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.

Don’ts:
• Do not apply for lower than the minimum Application size;
• Do not apply for a price different from the price mentioned herein or in the Application Form;
• Do not apply on another Application Form after you have submitted an application to the SCSBs, Registered
Brokers of Stock Exchange, RTA and DPs registered with SEBI;
• Do not pay the Application Price in cash, by money order or by postal order or by stock invest;
• Do not send Application Forms by post, instead submit the Designated Intermediary only;
• Do not submit the Application Forms to any non-SCSB bank or our Company;
• Do not apply on an Application Form that does not have the stamp of the relevant Designated Intermediary;
• Do not submit the application without ensuring that funds equivalent to the entire application Amount are blocked
in the relevant ASBA Account;
• Do not apply for an Application Amount exceeding Rs. 2,00,000 (for applications by Retail Individual Applicants);
• Do not fill up the Application Form such that the Equity Shares applied for exceeds the Issue Size and/or
investment limit or maximum number of Equity Shares that can be held under the applicable laws or regulations or
maximum amount permissible under the applicable regulations;
• Do not submit the GIR number instead of the PAN as the application is liable to be rejected on this ground;
• Do not submit incorrect details of the DP ID, beneficiary account number and PAN or provide details for a
beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Issue;
• Do not submit applications on plain paper or incomplete or illegible Application Forms in a color prescribed for
another category of Applicant; and
• Do not make Applications if you are not competent to contract under the Indian Contract Act, 1872, as amended.
• Do not make more than one application from one bank account.
• Do not use third party bank account or third-party UPI ID linked Bank Account for making the Application;

Instructions for Completing the Application Form

The Applications should be submitted on the prescribed Application Form and in BLOCK LETTERS in ENGLISH only
in accordance with the instructions contained herein and in the 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. Application Forms should bear the stamp of the Designated Intermediaries. ASBA 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 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 Application forms in Public Issue with effect front January 01, 2016. The
List of ETA and DPs centers 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.

Applicant’s Depository Account and Bank Details

Please note that, providing bank account details, PAN No’s, Client ID and DP ID in the space provided in the application
form is mandatory and applications that do not contain such details are liable to be rejected.

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Applicants should note that on the basis of name of the Applicants, Depository Participant's name, Depository Participant
Identification number and Beneficiary Account Number provided by them in the Application Form as entered into the
Stock Exchange online system, the Registrar to the Issue will obtain front the Depository the demographic details
including address, Applicants bank account details, MICR code and occupation (hereinafter referred to as 'Demographic
Details'). These Demographic Details would be used for all correspondence with the Applicants including mailing of the
Allotment Advice. The Demographic Details given by Applicants in the Application Form would not be used for any
other purpose by the Registrar to the Issue.

By signing the Application Form, the Applicant 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 Application Form

All Application Forms duly completed shall be submitted to the Designated Intermediaries. The aforesaid intermediaries
shall, at the time of receipt of application, give an acknowledgement to investor, by giving the counter foil or specifying
the application number to the investor, as a proof of having accepted the application form, in physical or electronic mode,
respectively.

Communications
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 Applicant, Application Form number, Applicants Depository Account
Details, number of Equity Shares applied for, date of 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 the EMERGE Platform of NSE where the Equity Shares are proposed to be listed are taken
within 3 (Three) 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:

➢ Allotment and Listing of Equity Shares shall be made within 3 (Three) days of the Issue Closing Date;
➢ Giving of Instructions for refund by unblocking of amount via ASBA not later than 2 (two) working days of the Issue
Closing Date, would be ensured; and
➢ If such money is not repaid within prescribed time from the date our Company becomes liable to repay it, then 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 Applicants, the Company in consultation with the LM may reject Applications provided that the reasons for
rejecting the same shall be provided to such Applicant in writing. In case of Non-Institutional Applicants, Retail
Individual Applicants who applied, the Company has a right to reject Applications based on technical grounds.

OTHER INSTRUCTIONS FOR THE APPLICANTS

Joint Applications
In the case of Joint Applications, the Applications should be made in the name of the Applicant 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 Applicant would be required in the Application Form and such First Applicant would be deemed to have
signed on behalf of the joint holders All communications may be addressed to such Applicant and may be dispatched to
his or her address as per the Demographic Details received from the Depositories.

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Multiple Applications
An Applicant should submit only one Application Form. Submission of a second Application Form to either the same or to
the Designated Intermediaries and duplicate copies of Application Forms bearing the same application number shall be
treated as multiple applications and are liable to be rejected.

IMPERSONATION:

Attention of the application is specifically drawn to the provisions of the 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.
d) The liability prescribed under Section 447 of the Companies Act, 2013 includes imprisonment for a term which shall
not be less than six months extending upto 10 years (provided that where the fraud involves public interest, such term
shall not be less than three years) and fine of an amount not less than the amount involved in the fraud, extending upto
three times of such amount.”

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 APPLICANT

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 Applicants should inform their respective DP.

GROUNDS FOR TECHNICAL REJECTIONS

Applicants are advised to note that the Applications are liable to be rejected, inter-alia, on the following technical grounds:
➢ Amount paid does not tally with the amount payable for the Equity shares applied for;
➢ In case of partnership firms, Application for Equity Shares made in the name of the firm. However, a Limited Liability
Partnership can apply in its own name.
➢ Application by persons not competent to contract under the Indian Contract Act, 1872, including minors, insane
person.
➢ PAN not mentioned in the Application Form.
➢ GIR number furnished instead of PAN.
➢ Applications for lower number of Equity Shares than the minimum specified for that category of investors;
➢ Applications made using a third-party bank account or using third party UPI ID linked bank account;
➢ Applications at a price other than the Fixed Price of the Issue;
➢ Applications for number of Equity Shares which are not in multiples of 2,000;
➢ Category not ticked;
➢ Multiple Applications as defined in this draft prospectus as such, based on common PAN;
➢ In case of Applications under power of attorney or by limited companies, corporate, trust etc., relevant documents are
not being submitted;
➢ Signature of sole Applicant is missing;
➢ Application Forms are not delivered by the Applicants within the time prescribed as per the Application Form, Issue
Opening Date advertisement and draft prospectus as per the instructions in this draft prospectus and Application
Forms;
➢ In case no corresponding record is available with the Depositories that matches the DP ID, the Client ID and the PAN;
➢ Applications for amounts greater than the maximum permissible amounts prescribed by the regulations;
➢ Applications by OCBs;
➢ Applications by US person other than in reliance on Regulation S or “qualified institutional buyers” as defined in Rule
144Aunder the Securities Act;

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➢ Application not duly signed by the sole applicant;

➢ Application by any person outside India if not in compliance with applicable foreign and Indian Laws;
➢ Application that do not comply with the securities laws of their respective jurisdictions are liable to be rejected.
➢ Applications by persons prohibited from buying, selling or dealing in the shares directly or indirectly by SEBI or any
other regulatory authority;
➢ Application by person not eligible to acquire equity shares of the company in terms of all applicable laws, rules,
regulations, guidelines, and approvals. Application or revision thereof by QIB Applicants, Non-Institutional
Applicants where the Application Amount is in excess of Rs. 2,00,000 received after 3.00 pm on the issue Closing
date unless the extended time is permitted by NSE.
➢ Inadequate funds in the bank account to block the Application Amount specified in the Application Form/Application
Form at the time of blocking such Application Amount in the bank account;
➢ Where no confirmation is received from SCSB for blocking of funds;
➢ Applications by Applicants, other Retail Individual Applicants, not submitted through ASBA process and Applications
by Retail Individual Applicants not submitted through ASBA process or the UPI process;
➢ Failure of Retail Individual Applicants to validate the request of blocking of Application amount sent by the Sponsor
Bank;
➢ Applications not uploaded on the terminals of the Stock Exchanges;
➢ Applications by SCSBs wherein a separate account in its own name held with any other SCSB is not mentioned as the
ASBA Account in the Application Form;
➢ Details of ASBA Account not provided in the Application form;
➢ In case of Retail Individual Applicants applying through the UPI mechanism, details of UPI ID, not provided in the
Application form; etc.

For details of instruction in relation to the Application Form, Applicants may refer to the relevant section of GID and UPI
Circular.

APPLICANT SHOULD NOTE THAT IN CASE THE PAN, THE DP ID AND CLIENT ID MENTIONED IN THE
APPLICATION FORM AND ENTERED INTO THE ELECTRONIC APPLICATION SYSTEM OF THE STOCK
EXCHANGE BY THE BROKERS DO NOT MATCH WITH PAN, THE DP ID AND CLIENT ID AVAILABLE IN THE
DEPOSITORY DATABASE, THE APPLICATION FORM IS LIABLE TO BE REJECTED.

NAMES OF ENTITIES RESPONSIBLE FOR FINALIZING THE BASIS OF ALLOTMENT IN A FAIR AND
PROPER MANNER

The authorised employees of the Stock Exchange, along with the LM and the Registrar, shall ensure that the Basis of
Allotment is finalized in a fair and proper manner in accordance with the procedure specified in SEBI ICDR Regulations.

COMPLETION OF FORMALITIES FOR LISTING & COMMENCEMENT OF TRADING

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of
trading at all the Stock Exchanges are taken within 3 (three) Working Days of the Issue Closing Date. The Registrar to the
Issue may dispatch the Allotment Advice within 3 (three) Working Days of the Issue Closing Date.

SIGNING OF UNDERWRITING AGREEMENT AND FILING OF PROSPECTUS WITH ROC

a) The issue is 100% underwritten. Our company has entered into an Underwriting Agreement dated [●] with Lead
Manager. For Further information, please refer section “General Information” beginning from page no 52 of this
draft prospectus.
b) A copy of prospectus will be filled with the RoC in terms of Section 26 & 32 of Companies Act, 2013.

UNDERTAKINGS BY OUR COMPANY

We undertake as follows:
1) That the complaints received in respect of the Issue shall be attended to by us expeditiously and satisfactorily;
2) That all steps will be taken for the completion of the necessary formalities for listing and commencement of trading
at the Stock Exchange where the Equity Shares are proposed to be listed within 3 (three) Working days of Issue
Closing Date.
3) That the funds required for making refunds/unblocking to unsuccessful applicants as per the mode(s) disclosed shall
be made available to the registrar to the issue by the issuer.
4) That where refunds are made through electronic transfer of funds, a suitable communication shall be sent to the
applicant within the specified period of closure of the issue giving details of the bank where refunds shall be credited

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along with amount and expected date of electronic credit of refund.

5) That the promoters’ contribution in full, wherever required, shall be brought in advance before the Issue opens for
public subscription and the balance, if any, shall be brought on a pro rata basis before the calls are made on public in
accordance with applicable provisions in these regulations.
6) That no further issue of securities shall be made till the securities offered through the draft prospectus are listed or till
the application monies are refunded on account of non-listing, under subscription, etc., other than as disclosed in
accordance with Regulation 19.
7) That adequate arrangements shall be made to collect all Applications Supported by Blocked Amount and to consider
them similar to non-ASBA applications while finalizing the basis of allotment.
8) That if the Company do not proceed with the Issue, the reason thereof shall be given as a public notice to be issued
by our Company within two days of the 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) That if the Company withdraws the Issue after the Issue Closing Date, our Company shall be required to file a fresh
offer document with the RoC/ SEBI, in the event our Company subsequently decides to proceed with the Issuer;

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.
4) The utilisation of monies received under the Promoters’ contribution shall be disclosed, and continue to be disclosed
till the time any part of the Issue Proceeds remains unutilised, under an appropriate head in the balance sheet of our
Company indicating the purpose for which such monies have been utilised;
5) The details of all unutilised monies out of the funds received under the Promoters’ contribution shall be disclosed
under a separate head in the balance sheet of our Company indicating the form in which such unutilised monies have
been invested.

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 had signed the
following tripartite agreements with the Depositories and the Registrar and Share Transfer Agent:

a) Agreement dated September 12, 2018 between NSDL, the Company and the Registrar to the Issue;
b) Agreement dated August 17, 2018 between CDSL, the Company and the Registrar to the Issue;

The Company's equity shares bear an ISIN No. “INE01IH01015”

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Draft Prospectus

RESTRICTIONS OF FOREIGN OWNERSHIP OF INDIAN SECURITIES

There are two routes through which foreign investors may invest in India. One is the “automatic route”, where no
government approval is required under Indian foreign exchange laws to make an investment as long as it is within
prescribed thresholds for the relevant sector. The other route is the “government route”, where an approval is required
under foreign exchange laws from the relevant industry regulator, prior to the investment.

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991, of the Government of India and
FEMA. While the Industrial Policy, 1991, of the Government of India, prescribes the limits and the conditions subject to
which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in
which such investment may be made. The Union Cabinet, as provided in the Cabinet Press Release dated May 24, 2017,
has given its approval for phasing out the FIPB. Under the Industrial Policy, 1991, unless specifically restricted, foreign
investment is freely permitted in all sectors of the Indian economy up to any extent and without any prior approvals, but
the foreign investor is required to follow certain prescribed procedures for making such investment. Accordingly, the
process for foreign direct investment (“FDI”) and approval from the Government of India will now be handled by the
concerned ministries or departments, in consultation with the Department for Promotion of Industry and Internal Trade,
Ministry of Commerce and Industry, Government of India (formerly known as the Department of Industrial Policy and
Promotion) (“DPIIT”), Ministry of Finance, Department of Economic Affairs, FIPB section, through a memorandum dated
June 5, 2017, has notified the specific ministries handling relevant sectors.

The Government has, from time to time, made policy pronouncements on FDI through press notes and press releases. The
DPIIT issued the Consolidated FDI Policy Circular of 2020 (“FDI Policy”) by way of circular bearing number DPIIT file
number 5(2)/2020-FDI Policy dated October 15, 2020, which with effect from October 15, 2020, consolidates and
supersedes all previous press notes, press releases and clarifications on FDI issued by the DPIIT that were in force and
effect as on October 15, 2020. The Government of India has from time to time made policy pronouncements on FDI
through press notes and press releases which are notified by RBI as amendments to FEMA. In case of any conflict between
FEMA and such policy pronouncements, FEMA prevails.

RBI has also issued Master Direction- Foreign Investment in India dated January 4, 2018. In terms of the Master Direction,
an Indian company may issue fresh shares to persons resident outside India (who are 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 Directions.

The RBI, in exercise of its power under the FEMA, has also notified the Foreign Exchange Management (Transfer or Issue
of Security by a Person Resident outside India) Regulations, 2017 to prohibit, restrict or regulate, transfer by or issue
security to a person resident outside India.

As per the existing policy of the Government of India, OCBs cannot participate in this Issue.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “U.S.
Securities Act”), or the securities laws of any state of the United States and may not be offered or sold within the United
States, except pursuant to exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable state securities laws. Accordingly, the Equity Shares are being offered and sold only outside
the United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws
of the jurisdiction where those offers, and sale occur. The Equity Shares have not been and will not be registered, listed or
otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Applications may not be
made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

The above information is given for the benefit of the Applicants. Our Company and the Lead Manager are not liable for
any amendments or modifications or changes in applicable laws or regulations, which may occur after the date of this Draft
Prospectus. Applicants are advised to consult their legal counsel, to make their independent investigations and ensure that
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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DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION

THE COMPANIES ACT, 2013

COMPANY LIMITED BY SHARES

ARTICLES OF ASSOCIATION
OF
SYLVAN PLYBOARD (INDIA) LIMITED

Pursuant to Schedule II to the Companies Act and the SEBI Regulations, the main provisions of our Articles relating, inter
alia, to voting rights, dividend, lien, forfeiture, restrictions on transfer and transmission of Equity Shares or debentures
and/or on their consolidation/splitting are detailed below. Please note that each provision herein below is numbered as per
the corresponding article number in our Articles and capitalized/defined terms herein have the same meaning given to them
in our Articles

Sr. No Particulars
1. No regulation contained in Table “F” in the First Schedule to Companies Act, Table F Applicable.
2013 shall apply to this Company but the regulations for the Management of the
Company and for the observance of the Members thereof and their representatives
shall be as set out in the relevant provisions of the Companies Act, 2013 and
subject to any exercise of the statutory powers of the Company with reference to
the repeal or alteration of or addition to its regulations by Special Resolution as
prescribed by the said Companies Act, 2013 be such as are contained in these
Articles unless the same are repugnant or contrary to the provisions of the
Companies Act, 2013 or any amendment thereto.
Interpretation Clause
2. In the interpretation of these Articles the following expressions shall have the
following meanings unless repugnant to the subject or context:
(a) "The Act" means the Companies Act, 2013 and includes any statutory Act
modification or re-enactment thereof for the time being in force.
(b) “These Articles" means Articles of Association for the time being in force Articles
or as may be altered from time to time vide Special Resolution.
(c) “Auditors" means and includes those persons appointed as such for the time Auditors
being of the Company.
(d) "Capital" means the share capital for the time being raised or authorized to Capital
be raised for the purpose of the Company.
(e) *“The Company” shall mean Sylvan Plyboard (India)Limited Company
(f) “Executor” or “Administrator” means a person who has obtained a probate Executor
or letter of administration, as the case may be from a Court of competent or Administrator
jurisdiction and shall include a holder of a Succession Certificate
authorizing the holder thereof to negotiate or transfer the Share or Shares of
the deceased Member and shall also include the holder of a Certificate
granted by the Administrator General under section 31 of the Administrator
General Act, 1963.
(g) "Legal Representative" means a person who in law represents the estate of a Legal Representative
deceased Member.
(h) Words importing the masculine gender also include the feminine gender. Gender
(i) "In Writing" and “Written" includes printing lithography and other modes In Writing and Written
of representing or reproducing words in a visible form.
(j) The marginal notes hereto shall not affect the construction thereof. Marginal notes
(k) “Meeting” or “General Meeting” means a meeting of members. Meeting or General
Meeting
(l) "Month" means a calendar month. Month
(m) "Annual General Meeting" means a General Meeting of the Members held Annual General
in accordance with the provision of section 96 of the Act. Meeting
(n) "Extra-Ordinary General Meeting" means an Extraordinary General Extra-Ordinary
Meeting of the Members duly called and constituted and any adjourned General Meeting
holding thereof.

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Sr. No Particulars
(o) “National Holiday” means and includes a day declared as National Holiday National Holiday
by the Central Government.
(p) “Non-retiring Directors” means a director not subject to retirement by Non-retiring Directors
rotation.
(q) "Office” means the registered Office for the time being of the Company. Office
(r) “Ordinary Resolution” and “Special Resolution” shall have the meanings Ordinary and Special
assigned thereto by Section 114 of the Act. Resolution
(s) “Person" shall be deemed to include corporations and firms as well as Person
individuals.
(t) “Proxy” means an instrument whereby any person is authorized to vote for Proxy
a member at General Meeting or Poll and includes attorney duly constituted
under the power of attorney.
(u) “The Register of Members” means the Register of Members to be kept Register of Members
pursuant to Section 88(1)(a)of the Act.
(v) "Seal" means the common seal for the time being of the Company. Seal
(w) "Special Resolution" shall have the meanings assigned to it by Section 114 Special Resolution
of the Act.
(x) Words importing the Singular number include where the context admits or Singular number
requires the plural number and vice versa.
(y) “The Statutes” means the Companies Act, 2013 and every other Act for the Statutes
time being in force affecting the Company.
(z) “These presents” means the Memorandum of Association and the Articles These presents
of Association as originally framed or as altered from time to time.
(aa) “Variation” shall include abrogation; and “vary” shall include abrogate. Variation
(bb) “Year” means the calendar year and “Financial Year” shall have the Year and Financial
meaning assigned thereto by Section 2(41) of the Act. Year
Save as aforesaid any words and expressions contained in these Articles shall bear Expressions in the Act
the same meanings as in the Act or any statutory modifications thereof for the to bear the same
time being in force. meaning in Articles

CAPITAL
3. a) The Authorized Share Capital of the Company shall be such amount as may Authorized Capital.
be mentioned in Clause V of Memorandum of Association of the Company
from time to time.
b) The minimum paid up Share capital of the Company shall be Rs.5,00,000/-
or such other higher sum as may be prescribed in the Act from time to time.
4. The Company may in General Meeting from time to time by Ordinary Resolution Increase of capital by
increase its capital by creation of new Shares which may be unclassified and may the Company how
be classified at the time of issue in one or more classes and of such amount or carried into effect
amounts as may be deemed expedient. The new Shares shall be issued upon such
terms and 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 Act. Whenever the capital of the Company has
been increased under the provisions of this Article the Directors shall comply
with the provisions of Section 64of the Act.
5. Except so far as otherwise provided by the conditions of issue or by these New Capital same as
Presents, any capital raised by the creation of new Shares shall be considered as existing capital
part of the 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 authorized capital by way of Non Voting Shares
non-voting Shares at price(s) premia, dividends, eligibility, volume, quantum,
proportion and other terms and conditions as they deem fit, subject however to
provisions of law, rules, regulations, notifications and enforceable guidelines for
the time being in force.
7. Subject to the provisions of the Act and these Articles, the Board of Directors Redeemable Preference
may issue redeemable preference shares to such persons, on such terms and Shares

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Sr. No Particulars
conditions and at such times as Directors think fit either at premium or at par, and
with full power to give any person the option to call for or be allotted shares of
the company either at premium or at par, such option being exercisable at such
times and for such consideration as the Board thinks fit.
8. The holder of Preference Shares shall have a right to vote only on Resolutions, Voting rights of
which directly affect the rights attached to his Preference Shares. preference shares
9. On the issue of redeemable preference shares under the provisions of Article 7 Provisions to apply on
hereof , the following provisions-shall take effect: issue of Redeemable
(a) No such Shares shall be redeemed except out of profits of which would Preference Shares
otherwise be available for dividend or out of proceeds of a fresh issue of
shares made for the purpose of the redemption;
(b) No such Shares shall be redeemed unless they are fully paid;
(c) Subject to section 55(2)(d)(i) 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 55of the Act apply as if the Capital Redemption Reserve Account
were paid-up share capital of the Company; and
(e) Subject to the provisions of Section 55 of the Act, the redemption of
preference shares hereunder may be effected 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. The
reduction of Preference Shares under the provisions by the Company shall
not be taken as reducing the amount of its Authorized Share Capital
10. The Company may (subject to the provisions of sections 52, 55, 56, both Reduction of capital
inclusive, 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. Any debentures, debenture-stock or other securities may be issued at a discount, Debentures
premium or otherwise and may be issued on condition that they shall be
convertible into shares of any denomination and with any privileges and
conditions as to redemption, surrender, drawing, allotment of shares, attending
(but not voting) at the General Meeting, appointment of Directors and otherwise.
Debentures with the right to conversion into or allotment of shares shall be issued
only with the consent of the Company in the General Meeting by a Special
Resolution.
12. The Company may exercise the powers of issuing sweat equity shares conferred Issue of Sweat Equity
by Section 54 of the Act of a class of shares already issued subject to such Shares
conditions as may be specified in that sections and rules framed thereunder.
13. The Company may issue shares to Employees including its Directors other than ESOP
independent directors and such other persons as the rules may allow, under
Employee Stock Option Scheme (ESOP) or any other scheme, if authorized by a
Special Resolution of the Company in general meeting subject to the provisions
of the Act, the Rules and applicable guidelines made there under, by whatever
name called.
14. Notwithstanding anything contained in these articles but subject to the provisions Buy Back of shares
of sections 68 to 70 and any other applicable provision of the Act or any other law
for the time being in force, the company may purchase its own shares or other
specified securities.
15. Subject to the provisions of Section 61 of the Act, the Company in general Consolidation, Sub-

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Sr. No Particulars
meeting may, from time to time, sub-divide or consolidate all or any of the share Division and
capital into shares of larger amount than its existing share or sub-divide its shares, Cancellation
or any of them into shares of smaller amount than is fixed by the Memorandum;
subject nevertheless, to the provisions of clause (d) of sub-section (1) of Section
61; 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.
16. Subject to compliance with applicable provision of the Act and rules framed Issue of Depository
thereunder the company shall have power to issue depository receipts in any Receipts
foreign country.
17. Subject to compliance with applicable provision of the Act and rules framed Issue of Securities
thereunder the company shall have power to issue any kind of securities as
permitted to be issued under the Act and rules framed thereunder.

MODIFICATION OF CLASS RIGHTS

18. (a) If at any time the share capital, by reason of the issue of Preference Shares or Modification of rights
otherwise is divided into different classes of shares, all or any of the rights
privileges attached to any class (unless otherwise provided by the terms of issue
of the shares of the class) may, subject to the provisions of Section 48 of the Act
and whether or not the Company is being wound-up, be varied, modified or dealt,
with the consent in writing of the holders of not less than three-fourths of the
issued shares of that class or with the sanction of a Special Resolution passed at a
separate general meeting of the holders of the shares of that class. The provisions
of these Articles relating to general meetings shall mutatis mutandis apply to
every such separate class of meeting.
Provided that if variation by one class of shareholders affects the rights of any
other class of shareholders, the consent of three-fourths of such other class of
shareholders shall also be obtained and the provisions of this section shall apply
to such variation.
19. The rights conferred upon the holders of the Shares including Preference Share, if New Issue of Shares
any) of any class issued with preferred or other rights or privileges shall, unless not to affect rights
otherwise expressly provided by the terms of the issue of shares of that class, be attached to existing
deemed not to be modified, commuted, affected, abrogated, dealt with or varied shares of that class.
by the creation or issue of further shares ranking pari passu therewith.
20. Subject to the provisions of Section 62 of the Act and these Articles, the shares in Shares at the disposal
the capital of the company for the time being shall be under the control of the of the Directors.
Directors who may issue, allot or otherwise dispose of the same or any of them to
such persons, in such proportion and on such terms and conditions and either at a
premium or at par and at such time as they may from time to time think fit and
with the 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.
21. The Company may issue shares or other securities in any manner whatsoever Power to issue shares
including by way of a preferential offer, to any persons including Non Resident on preferential basis.
whether or not those persons include the persons referred to in clause (a) or clause
(b) of sub-section (1) of section 62 subject to compliance with section 42 and 62
of the Act and rules framed there under and as per RBI & FDI regulations.
22. The shares in the capital shall be numbered progressively according to their Shares should be
several denominations, and except in the manner hereinbefore mentioned no share Numbered
shall be sub-divided. Every forfeited or surrendered share shall continue to bear progressively and no
the number by which the same was originally distinguished. share to be subdivided.
23. An application signed by or on behalf of an applicant for shares in the Company, Acceptance of Shares.
followed by an allotment of any shares therein, shall be an acceptance of shares
within the meaning of these Articles, and every person who thus or otherwise
accepts any shares and whose name is on the Register shall for the purposes of
these Articles, be a Member.

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24. Subject to the provisions of the Act and these Articles, the Directors may allot and Directors may allot
issue shares in the Capital of the Company as payment or part payment for any shares as full paid-up
property (including goodwill of any business) sold or transferred, goods or
machinery supplied or for services rendered to the Company either in or about the
formation or promotion of the Company or the conduct of its business and any
shares which may be so allotted may be issued as fully paid-up or partly paid-up
otherwise than in cash, and if so issued, shall be deemed to be fully paid-up or
partly paid-up shares as aforesaid.
25. The money (if any) which the Board shall on the allotment of any shares being Deposit and call etc.to
made by them, require or direct to be paid by way of deposit, call or otherwise, in be a debt payable
respect of any shares allotted by them shall become a debt due to and recoverable immediately.
by the Company from the allottee thereof, and shall be paid by him, accordingly.
26. Every Member, or his heirs, executors, administrators, or legal representatives, Liability of Members.
shall pay to the Company the portion of the Capital represented by his share or
shares which may, for the time being, remain unpaid thereon, in such amounts at
such time or times, and in such manner as the Board shall, from time to time in
accordance with the Company’s regulations, require on date fixed for the payment
thereof.
27. Shares may be registered in the name of any limited company or other corporate Registration of Shares.
body but not in the name of a firm, an insolvent person or a person of unsound
mind.

RETURN ON ALLOTMENTS TO BE MADE OR RESTRICTIONS ON

ALLOTMENT
28. The Board shall observe the restrictions as regards allotment of shares to the
public, and as regards return on allotments contained in Sections 39 of the Act

CERTIFICATES
29. (a) Every member shall be entitled, without payment, to one or more Share Certificates.
certificates in marketable lots, for all the shares of each class or
denomination registered in his name, or if the Directors so approve (upon
paying such fee as provided in the relevant laws) to several certificates,
each for one or more of such shares and the company shall complete and
have ready for delivery such certificates within two months from the date of
allotment, unless the conditions of issue thereof otherwise provide, or
within one month of the receipt of application for 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 or approve, provided that in
respect of a share or shares held jointly by several persons, the company
shall not be bound to issue more than one certificate and delivery of a
certificate of shares to one of several joint holders shall be sufficient
delivery to all such holder. Such certificate shall be issued only in
pursuance of a resolution passed by the Board and on surrender to the
Company of its letter of allotment or its fractional coupons of requisite
value, save in cases of issues against letter of acceptance or of renunciation
or in cases of issue of bonus shares. Every such certificate shall be issued
under the seal of the Company, which shall be affixed in the presence of
two Directors or persons acting on behalf of the Directors under a duly
registered power of attorney and the Secretary or some other person
appointed by the Board for the purpose and two Directors or their attorneys
and the Secretary or other person shall sign the share certificate, provided
that if the composition of the Board permits of it, at least one of the
aforesaid two Directors shall be a person other than a Managing or whole-
time Director. Particulars of every share certificate issued shall be entered in
the Register of Members against the name of the person, to whom it has
been issued, indicating the date of issue.

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(b) Any two or more joint allottees of shares shall, for the purpose of this
Article, be treated as a single member, and the certificate of any shares
which may be the subject of joint ownership, may be delivered to anyone of
such joint owners on behalf of all of them. For any further certificate the
Board shall be entitled, but shall not be bound, to prescribe a charge not
exceeding Rupees Fifty. The Company shall comply with the provisions of
Section 39 of the Act.
(c) A Director may sign a share certificate by affixing his signature thereon by
means of any machine, equipment or other mechanical means, such as
engraving in metal or lithography, but not by means of a rubber stamp
provided that the Director shall be responsible for the safe custody of such
machine, equipment or other material used for the purpose.
30. 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 certificates in place of
surrender thereof to the Company, a new Certificate may be issued in lieu thereof, those defaced, lost or
and if any certificate lost or destroyed then upon proof thereof to the satisfaction destroyed.
of the company and on execution of such indemnity as the company deem
adequate, being given, a new Certificate in lieu thereof shall be given to the party
entitled to such lost or destroyed Certificate. Every Certificate under 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 Regulation or requirements of any Stock Exchange or the
Rules made under the Act or the rules made under Securities Contracts
(Regulation) Act, 1956, or any other Act, or rules applicable in this behalf.
The provisions of this Article shall mutatis mutandis apply to debentures of the
Company.
31. (a) If any share stands in the names of two or more persons, the person first The first named joint
named in the Register shall as regard receipts of dividends or bonus or service of holder deemed Sole
notices and all or any other matter connected with the Company except voting at holder.
meetings, and the transfer of the shares, be deemed sole holder thereof but the
joint-holders of a share shall be severally as well as jointly liable for the payment
of all calls and other payments due in respect of such share and for all incidentals
thereof according to the Company’s regulations.
(b) The Company shall not be bound to register more than three persons as the Maximum number of
joint holders of any share. joint holders.
32. Except as ordered by a Court of competent jurisdiction or as by law required, the Company not bound to
Company shall not be bound to recognise any equitable, contingent, future or recognise any interest
partial interest in any share, or (except only as is by these Articles otherwise in share other than
expressly provided) any right in respect of a share other than an absolute right that of registered
thereto, in accordance with these Articles, in the person from time to time holders.
registered as the holder thereof but the Board shall be at liberty at its sole
discretion to register any share in the joint names of any two or more persons or
the survivor or survivors of them.
33. If by the conditions of allotment of any share the whole or part of the amount or Installment on shares
issue price thereof shall be payable by installment, every such installment shall to be duly paid.
when due be paid to the Company by the person who for the time being and from
time to time shall be the registered holder of the share or his legal representative.

UNDERWRITING AND BROKERAGE

34. Subject to the provisions of Section 40 (6) of the Act, the Company may at any Commission
time pay a commission to any person in consideration of his subscribing or
agreeing, to subscribe (whether absolutely or conditionally) for any shares or
debentures in the Company, or procuring, or agreeing to procure subscriptions
(whether absolutely or conditionally) for any shares or debentures in the
Company but so that the commission shall not exceed the maximum rates laid
down by the Act and the rules made in that regard. Such commission may be

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satisfied by payment of cash or by allotment of fully or partly paid shares or
partly in one way and partly in the other.
35. The Company may pay on any issue of shares and debentures such brokerage as Brokerage
may be reasonable and lawful.

CALLS
36. (1) The Board may, from time to time, subject to the terms on which any shares Directors may make
may have been issued and subject to the conditions of allotment, by a calls
resolution passed at a meeting of the Board and not by a circular resolution,
make such calls as it thinks fit, upon the Members in respect of all the
moneys unpaid on the shares held by them respectively and each Member
shall pay the amount of every call so made on him to the persons and at the
time and places appointed by the Board.
(2) A call may be revoked or postponed at the discretion of the Board.
(3) A call may be made payable by installments.
37. Fifteen days’ notice in writing of any call shall be given by the Company Notice of Calls
specifying the time and place of payment, and the person or persons to whom
such call shall be paid.
38. A call shall be deemed to have been made at the time when the resolution of the Calls to date from
Board of Directors authorising such call was passed and may be made payable by resolution.
the members whose names appear on the Register of Members on such date or at
the discretion of the Directors on such subsequent date as may be fixed by
Directors.
39. Whenever any calls for further share capital are made on shares, such calls shall Calls on uniform basis.
be made on uniform basis on all shares falling under the same class. For the
purposes of this Article shares of the same nominal value of which different
amounts have been paid up shall not be deemed to fall under the same class.
40. The Board may, from time to time, at its discretion, extend the time fixed for the Directors may extend
payment of any call and may extend such time as to all or any of the members time.
who on account of the residence at a distance or other cause, which the Board
may deem fairly entitled to such extension, but no member shall be entitled to
such extension save as a matter of grace and favour.
41. If any Member fails to pay any call due from him on the day appointed for Calls to carry interest.
payment thereof, or any such extension thereof as aforesaid, he shall be liable to
pay interest on the same from the day appointed for the payment thereof to the
time of actual payment at such rate as shall from time to time be fixed by the
Board not exceeding 21% per annum but nothing in this Article shall render it
obligatory for the Board to demand or recover any interest from any such
member.
42. If by the terms of issue of any share or otherwise any amount is made payable at Sums deemed to be
any fixed time or by installments at fixed time (whether on account of the amount calls.
of the share or by way of premium) every such amount or installment shall be
payable as if it were a call duly made by the Directors and of which due notice
has been given and all the provisions herein contained in respect of calls shall
apply to such amount or installment accordingly.
43. On the trial or hearing of any action or suit brought by the Company against any Proof on trial of suit
Member or his representatives for the recovery of any money claimed to be due to for money due on
the Company in respect of his shares, if shall be sufficient to prove that the name shares.
of the Member in respect of whose shares the money is sought to be recovered,
appears entered on the Register of Members as the holder, at or subsequent to the
date at which the money is sought to be recovered is alleged to have become due
on the share in respect of which such money is sought to be recovered in the
Minute Books: and that notice of such call was duly given to the Member or his
representatives used in pursuance of these Articles: and that it shall not be
necessary to prove the appointment of the Directors who made such call, nor that
a quorum of Directors was present at the Board at which any call was made was
duly convened or constituted nor any other matters whatsoever, but the proof of
the matters aforesaid shall be conclusive evidence of the debt.
44. Neither a judgment nor a decree in favour of the Company for calls or other Judgment, decree,
moneys due in respect of any shares nor any part payment or satisfaction partial payment motto

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thereunder nor the receipt by the Company of a portion of any money which shall proceed for forfeiture.
from time to time be due from any Member of the Company in respect of his
shares, either by way of principal or interest, nor any indulgence granted by the
Company in respect of the payment of any such money, shall preclude the
Company from thereafter proceeding to enforce forfeiture of such shares as
hereinafter provided.
45. (a) The Board may, if it thinks fit, receive from any Member willing to advance Payments in
the same, all or any part of the amounts of his respective shares beyond the Anticipation of calls
sums, actually called up and upon the moneys so paid in advance, or upon may carry interest
so much thereof, from time to time, and at any time thereafter as exceeds the
amount of the calls then made upon and due in respect of the shares on
account of which such advances are made the Board may pay or allow
interest, at such rate as the member paying the sum in advance and the
Board agree upon. The Board may agree to repay at any time any amount so
advanced or may at any time repay the same upon giving to the Member
three months’ notice in writing: provided that moneys paid in advance of
calls on shares may carry interest but shall not confer a right to dividend or
to participate in profits.
(b) No Member paying any such sum in advance shall be entitled to 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 this Article shall
mutatis mutandis apply to calls on debentures issued by the Company.

LIEN
46. The Company shall have a first and paramount lien upon all the shares/debentures Company to have Lien
(other than fully paid-up shares/debentures) registered in the name of each on shares.
member (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 to be exempt from the provisions
of this clause.
47. For the purpose of enforcing such lien the Directors may sell the shares subject As to enforcing lien by
thereto in such manner as they shall think fit, but no sale shall be made until such sale.
period as aforesaid shall have arrived and until notice in writing of the intention to
sell shall have been served on such member or the person (if any) entitled by
transmission to the shares and default shall have been made by him in payment,
fulfillment of discharge of such debts, liabilities or engagements for seven days
after such notice. To give effect to any such sale the Board may authorise some
person to transfer the shares sold to the purchaser thereof and purchaser shall be
registered as the holder of the shares comprised in any such transfer. Upon any
such sale as the Certificates in respect of the shares sold shall stand cancelled and
become null and void and of no effect, and the Directors shall be entitled to issue
a new Certificate or Certificates in lieu thereof to the purchaser or purchasers
concerned.
48. The net proceeds of any such sale shall be received by the Company and applied Application of
in or towards payment of such part of the amount in respect of which the lien proceeds of sale.
exists as is presently payable and the residue, if any, shall (subject to lien for sums
not presently payable as existed upon the shares before the sale) be paid to the
person entitled to the shares at the date of the sale.

FORFEITURE AND SURRENDER OF SHARES

49. If any Member fails to pay the whole or any part of any call or installment or any If call or installment
moneys due in respect of any shares either by way of principal or interest on or not paid, notice may be
before the day appointed for the payment of the same, the Directors may, at any given.
time thereafter, during such time as the call or installment or any part thereof or

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other moneys as aforesaid remains unpaid or a judgment or decree in respect
thereof remains unsatisfied in whole or in part, serve a notice on such Member or
on the person (if any) entitled to the shares by transmission, requiring him to pay
such call or installment of such part thereof or other moneys as remain unpaid
together with any interest that may have accrued and all reasonable expenses
(legal or otherwise) that may have been accrued by the Company by reason of
such non-payment. Provided that no such shares shall be forfeited if any moneys
shall remain unpaid in respect of any call or installment or any part thereof as
aforesaid by reason of the delay occasioned in payment due to the necessity of
complying with the provisions contained in the relevant exchange control laws or
other applicable laws of India, for the time being in force.
50. The notice shall name a day (not being less than fourteen days from the date of Terms of notice.
notice) and a place or places on and at which such call or installment and such
interest thereon as the Directors shall determine from the day on which such call
or installment ought to have been paid 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 or places appointed, the shares in respect of which the call
was made or installment is payable will be liable to be forfeited.
51. If the requirements of any such notice as aforesaid shall not be complied with, On default of payment,
every or any share in respect of which such notice has been given, may at any shares to be forfeited.
time thereafter but before payment of all calls or installments, interest and
expenses, due in respect thereof, be forfeited by resolution of the Board to that
effect. Such forfeiture shall include all dividends declared or any other moneys
payable in respect of the forfeited share and not actually paid before the forfeiture.
52. When any shares have been forfeited, notice of the forfeiture shall be given to the Notice of forfeiture to a
member in whose name it stood immediately prior to the forfeiture, and an entry Member
of the forfeiture, with the date thereof shall forthwith be made in the Register of
Members.
53. Any shares so forfeited, shall be deemed to be the property of the Company and Forfeited shares to be
may be sold, re-allotted, or otherwise disposed of, either to the original holder property of the
thereof or to any other person, upon such terms and in such manner as the Board Company and may be
in their absolute discretion shall think fit. sold etc.
54. Any Member whose shares have been forfeited shall notwithstanding the Members still liable to
forfeiture, be liable to pay and shall forthwith pay to the Company, on demand all pay money owing at
calls, installments, interest and expenses owing upon or in respect of such shares time of forfeiture and
at the time of the forfeiture, together with interest thereon from the time of the interest.
forfeiture until payment, at such rate as the Board may determine and the Board
may enforce the payment of the whole or a portion thereof as if it were a new call
made at the date of the forfeiture, but shall not be under any obligation to do so.
55. The forfeiture shares shall involve extinction at the time of the forfeiture, of all Effect of forfeiture.
interest in 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.
56. A declaration in writing that the declarant is a Director or Secretary of the Evidence of Forfeiture.
Company and that shares in the Company have 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
shares.
57. The Company may receive the consideration, if any, given for the share on any Title of purchaser and
sale, re-allotment or other disposition thereof and the person to whom such share allottee of Forfeited
is sold, re-allotted or disposed of may be registered as the holder of the share and shares.
he shall not be bound to see to the application of the consideration: if any, nor
shall his title to the share be affected by any irregularly or invalidity in the
proceedings in reference to the forfeiture, sale, re-allotment or other disposal of
the shares.
58. Upon any sale, re-allotment or other disposal under the provisions of the Cancellation of share
preceding Article, the certificate or certificates originally issued in respect of the certificate in respect of
relative shares shall (unless the same shall on demand by the Company have been forfeited shares.
previously surrendered to it by the defaulting member) stand cancelled and
become null and void and of no effect, and the Directors shall be entitled to issue

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a duplicate certificate or certificates in respect of the said shares to the person or
persons entitled thereto.
59. In the meantime and until any share so forfeited shall be sold, re-allotted, or Forfeiture may be
otherwise dealt with as aforesaid, the forfeiture thereof may, at the discretion and remitted.
by a resolution of the Directors, be remitted as a matter of grace and favour, and
not as was owing thereon to the Company at the time of forfeiture being declared
with interest for the same unto the time of the actual payment thereof if the
Directors shall think fit to receive the same, or on any other terms which the
Director may deem reasonable.
60. 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 someperson to execute an
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 andagainst the Company exclusively.
61. The Directors may, subject to the provisions of the Act, accept a surrender of any Surrender of shares.
share from or by any Member desirous of surrendering on such terms the
Directors may think fit.

TRANSFER AND TRANSMISSION OF SHARES

62. (a) The instrument of transfer of any share in or debenture of the Company Execution of the
shall be executed by or on behalf of both the transferor and transferee. instrument of shares.
(b) The transferor shall be deemed to remain a holder of the share or debenture
until the name of the transferee is entered in the Register of Members or
Register of Debenture holders in respect thereof.
63. The instrument of transfer of any share or debenture shall be in writing and all the Transfer Form.
provisions of Section 56 and statutory modification thereof including other
applicable provisions of the Act shall be duly complied with in respect of all
transfers of shares or debenture and registration thereof.
The instrument of transfer shall be in a common form approved by the Exchange;
64. The Company shall not register a transfer in the Company other than the transfer Transfer not to be
between persons both of whose names are entered as holders of beneficial interest registered except on
in the records of a depository, unless a proper instrument of transfer duly stamped production of
and executed by or on behalf of the transferor and by or on behalf of the instrument of transfer.
transferee and specifying the name, address and occupation if any, of the
transferee, has been delivered to the Company along with the certificate relating
to the shares or if no such share certificate is in existence along with the letter of
allotment of the shares: Provided that where, on an application in writing made to
the Company by the transferee and bearing the stamp, required for an instrument
of transfer, it is proved to the satisfaction of the Board of Directors that the
instrument of transfer signed by or on behalf of the transferor and by or on behalf
of the transferee has been lost, the Company may register the transfer on such
terms as to indemnity as the Board may think fit, provided further that nothing in
this Article shall prejudice any power of the Company to register as shareholder
any person to whom the right to any shares in the Company has been transmitted
by operation of law.
65. Subject to the provisions of Section 58 of the Act and Section 22A of the Directors may refuse to
Securities Contracts (Regulation) Act, 1956, the Directors may, decline to register transfer.
register—
(a) any transfer of shares on which the company has a lien.
That registration of transfer shall however 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;
66. If the Company refuses to register the transfer of any share or transmission of any Notice of refusal to be
right therein, the Company shall within one month from the date on which the given to transferor and
instrument of transfer or intimation of transmission was lodged with the transferee.
Company, send notice of refusal to the transferee and transferor or to the person

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giving intimation of the transmission, as the case may be, and there upon the
provisions of Section 56 of the Act or any statutory modification thereof for the
time being in force shall apply.
67. No fee shall be charged for registration of transfer, transmission, Probate, No fee on transfer.
Succession Certificate and letter of administration, Certificate of Death or
Marriage, Power of Attorney or similar other document with the Company.
68. The Board of Directors shall have power on giving not less than seven days Closure of Register of
pervious notice in accordance with section 91 and rules made thereunder close the Members or
Register of Members and/or the Register of debentures holders and/or other debentureholder or
security holders at such time or times and for such period or periods, not other security holders.
exceeding thirty days at a time, and not exceeding in the aggregate forty five days
at a time, and not exceeding in the aggregate forty five days in each year as it may
seem expedient to the Board.
69. The instrument of transfer shall after registration be retained by the Company and Custody of transfer
shall remain in its custody. All instruments of transfer which the Directors may Deeds.
decline to register shall on demand be returned to the persons depositing the
same. The Directors may cause to be destroyed all the transfer deeds with the
Company after such period as they may determine.
70. Where an application of transfer relates to partly paid shares, the transfer shall not Application for
be registered unless the Company gives notice of the application to the transferee transfer of partly paid
and the transferee makes no objection to the transfer within two weeks from the shares.
receipt of the notice.
71. For this purpose the notice to the transferee shall be deemed to have been duly Notice to transferee.
given if it is dispatched by prepaid registered post/speed post/ courier 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.
72. (a) On the death of a Member, the survivor or survivors, where the Member Recognition of legal
was a joint holder, and his nominee or nominees or legal representatives representative.
where he was a sole holder, shall be the only person recognized by the
Company as having any title to his interest in the shares.
(b) Before recognising any executor or administrator or legal representative, the
Board may require him to obtain a Grant of Probate or Letters
Administration or other legal representation as the case may be, from some
competent court in India.
Provided nevertheless that in any case where the Board in its absolute
discretion thinks fit, it shall be lawful for the Board to dispense with the
production of Probate or letter of Administration or such other legal
representation upon such terms as to indemnity or otherwise, as the Board in
its absolute discretion, may consider adequate
(c) Nothing in clause (a) above shall release the estate of the deceased joint
holder from any liability in respect of any share which had been jointly held
by him with other persons.
73. The Executors or Administrators of a deceased Member or holders of a Titles of Shares of
Succession Certificate or the Legal Representatives in respect of the Shares of a deceased Member
deceased 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 fit, 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 72of the Companies Act.
74. Where, in case of partly paid Shares, an application for registration is made by the Notice of application
transferor, the Company shall give notice of the application to the transferee in when to be given

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accordance with the provisions of Section 56 of the Act.
75. Subject to the provisions of the Act and these Articles, any person becoming Registration of persons
entitled to any share in consequence of the death, lunacy, bankruptcy, insolvency entitled to share
of any member or by any lawful means other than by a transfer in accordance otherwise than by
with these presents, may, with the consent of the Directors (which they shall not transfer. (Transmission
be under any obligation to give) upon producing such evidence that he sustains clause).
the character in respect of which he proposes to act under this Article or of this
title as the Director shall require either be registered as member in respect of such
shares or elect to have some person nominated by him and approved by the
Directors registered as Member in respect of such shares; provided nevertheless
that if such person shall elect to have his nominee registered he shall testify his
election by executing in favour of his nominee an instrument of transfer in
accordance so he shall not be freed from any liability in respect of such shares.
This clause is hereinafter referred to as the ‘Transmission Clause’.
76. Subject to the provisions of the Act and these Articles, the Directors shall have Refusal to register
the same right to refuse or suspend register a person entitled by the transmission nominee.
to any shares or his nominee as if he were the transferee named in an ordinary
transfer presented for registration.
77. Every transmission of a share shall be verified in such manner as the Directors Board may require
may require and the Company may refuse to register any such transmission until evidence of
the same be so verified or until or unless an indemnity be given to the Company transmission.
with regard to such registration which the Directors at their discretion shall
consider sufficient, provided nevertheless that there shall not be any obligation on
the Company or the Directors to accept any indemnity.
78. The Company shall incur no liability or responsibility whatsoever in consequence Company not liable for
of its registering or giving effect to any transfer of shares made, or purporting to disregard of a notice
be made by any apparent legal owner thereof (as shown or appearing in the prohibiting registration
Register or Members) to the prejudice of persons having or claiming any of transfer.
equitable right, title or interest to or in the same shares notwithstanding that the
Company may have had notice of such equitable right, title or interest or notice
prohibiting registration of such transfer, and may have entered such notice or
referred thereto in any book of the Company and the Company shall not be bound
or require to regard or attend or give effect to any notice which may be given to
them of any equitable right, title or interest, or be under any liability whatsoever
for refusing or neglecting so to do though it may have been entered or referred to
in some book of the Company but the Company shall nevertheless be at liberty to
regard and attend to any such notice and give effect thereto, if the Directors shall
so think fit.
79. In the case of any share registered in any register maintained outside India the Form of transfer
instrument of transfer shall be in a form recognized by the law of the place where Outside India.
the register is maintained but subject thereto shall be as near to the form
prescribed in Form no. SH-4 hereof as circumstances permit.
80. No transfer shall be made to any minor, insolvent or person of unsound mind. No transfer to insolvent
etc.

NOMINATION
81. i) Notwithstanding anything contained in the articles, every holder of Nomination
securities of the Company may, at any time, nominate a person in whom
his/her securities shall vest in the event of his/her death and the provisions
of Section 72 of the Companies Act, 2013shall apply in respect of such
nomination.
ii) No person shall be recognized by the Company as a nominee unless an
intimation of the appointment of the said person as nominee has been given
to the Company during the lifetime of the holder(s) of the securities of the
Company in the manner specified under Section 72of the Companies Act,
2013 read with Rule 19 of the Companies (Share Capital and Debentures)
Rules, 2014
iii) The Company shall not be in any way responsible for transferring the
securities consequent upon such nomination.
iv) lf the holder(s) of the securities survive(s) nominee, then the nomination

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made by the holder(s) shall be of no effect and shall automatically stand
revoked.
82. A nominee, upon production of such evidence as may be required by the Board Transmission of
and subject as hereinafter provided, elect, either- Securities by nominee
(i) to be registered himself as holder of the security, as the case may be; or
(ii) to make such transfer of the security, as the case may be, as the deceased
security holder, could have made;
(iii) if the nominee elects to be registered as holder of the security, himself, as
the case may be, he shall deliver or send to the Company, a notice in writing
signed by him stating that he so elects and such notice shall be accompanied
with the death certificate of the deceased security holder as the case may be;
(iv) a nominee shall be entitled to the same dividends and other advantages to
which he would be entitled to, if he were the registered holder of the
security except that he shall not, before being registered as a member in
respect of his security, be entitled in respect of it to exercise any right
conferred by membership in relation to meetings of the Company.

Provided further that the Board may, at any time, give notice requiring any such
person to elect either to be registered himself or to transfer the share or debenture,
and if the notice is not complied with within ninety days, the Board may
thereafter withhold payment of all dividends, bonuses or other moneys payable or
rights accruing in respect of the share or debenture, until the requirements of the
notice have been complied with.

DEMATERIALISATION OF SHARES
83. Subject to the provisions of the Act and Rules made thereunder the Company may Dematerialisation of
offer its members facility to hold securities issued by it in dematerialized form. Securities

JOINT HOLDER
84. Where two or more persons are registered as the holders of any share they shall be Joint Holders
deemed to hold the same as joint Shareholders with benefits of survivorship
subject to the following and other provisions contained in these Articles.
85. (a) The Joint holders of any share shall be liable severally as well as jointly for Joint and several
and in respect of all calls and other payments which ought to be made in liabilities for all
respect of such share. payments in respect of
shares.

(b) on the death of any such joint holders the survivor or survivors shall be the Title of survivors.
only person recognized by the Company as having any title to the share but
the Board may require such evidence of death as it may deem fit and
nothing herein contained shall be taken to release the estate of a deceased
joint holder from any liability of shares held by them jointly with any other
person;
(c) Any one of two or more joint holders of a share may give effectual receipts Receipts of one
of any dividends or other moneys payable in respect of share; and sufficient.

(d) only the person whose name stands first in the Register of Members as one Delivery of certificate
of the joint holders of any share shall be entitled to delivery of the certificate and giving of notices to
relating to such share or to receive documents from the Company and any first named holders.
such document served on or sent to such person shall deemed to be service
on all the holders.

SHARE WARRANTS
86. The Company may issue warrants subject to and in accordance with provisions of Power to issue share
the Act and accordingly the Board may in its discretion with respect to any Share warrants
which is fully paid upon application in writing signed by the persons registered as
holder of the Share, and authenticated by such evidence(if any) as the Board may,
from time to time, require as to the identity of the persons signing the application
and on receiving the certificate (if any) of the Share, and the amount of the stamp
duty on the warrant and such fee as the Board may, from time to time, require,

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issue a share warrant.
87. (a) The bearer of a share warrant may at any time deposit the warrant at the Deposit of share
Office of the Company, and so long as the warrant remains so deposited, warrants
the depositor shall have the same right of signing a requisition for call in a
meeting of the Company, and of attending and voting and exercising the
other privileges of a Member at any meeting held after the expiry of two
clear days from the time of deposit, as if his name were inserted in the
Register of Members as the holder of the Share included in the deposit
warrant.
(b) Not more than one person shall be recognized as depositor of the Share
warrant.
(c) The Company shall, on two day's written notice, return the deposited share
warrant to the depositor.
88. (a) Subject as herein otherwise expressly provided, no person, being a bearer of Privileges and
a share warrant, shall sign a requisition for calling a meeting of the disabilities of the
Company or attend or vote or exercise any other privileges of a Member at holders of share
a meeting of the Company, or be entitled to receive any notice from the warrant
Company.
(b) The bearer of a share warrant shall be entitled in all other respects to the
same privileges and advantages as if he were named in the Register of
Members as the holder of the Share included in the warrant, and he shall be
a Member of the Company.
89. The Board may, from time to time, make bye-laws as to terms on which (if it shall Issue of new share
think fit), a new share warrant or coupon may be issued by way of renewal in case warrant coupons
of defacement, loss or destruction.

CONVERSION OF SHARES INTO STOCK

90. The Company may, by ordinary resolution in General Meeting. Conversion of shares
a) convert any fully paid-up shares into stock; and into stock or
b) re-convert any stock into fully paid-up shares of any denomination. reconversion.

91. The holders of stock may transfer the same or any part thereof in the same manner Transfer of stock.
as and subject to the same regulation under which the shares from which the stock
arose might before the conversion have been transferred, or as near thereto as
circumstances admit, provided that, the Board may, from time to time, fix the
minimum amount of stock transferable so however that such minimum shall not
exceed the nominal amount of the shares from which the stock arose.
92. The holders of stock shall, according to the amount of stock held by them, have Rights of stock holders.
the same rights, privileges and advantages as regards dividends, participation in
profits, voting at meetings of the Company, and other matters, as if they hold the
shares for which the stock arose but no such privilege or advantage shall be
conferred by an amount of stock which would not, if existing in shares , have
conferred that privilege or advantage.
93. Such of the regulations of the Company (other than those relating to share Regulations.
warrants), as are applicable to paid up share shall apply to stock and the words
“share” and “shareholders” in those regulations shall include “stock” and
“stockholders” respectively.

BORROWING POWERS
94. Subject to the provisions of the Act and these Articles, the Board may, from time Power to borrow.
to time at its discretion, by a resolution passed at a meeting of the Board
generally raise or borrow money by way of deposits, loans, overdrafts, cash credit
or by issue of bonds, debentures or debenture-stock (perpetual or otherwise) or in
any other manner, or from any person, firm, company, co-operative society, any
body corporate, bank, institution, whether incorporated in India or abroad,
Government or any authority or any other body for the purpose of the Company
and may secure the payment of any sums of money so received, raised or
borrowed; provided that the total amount borrowed by the Company (apart from
temporary loans obtained from the Company’s Bankers in the ordinary course of
business) shall not without the consent of the Company in General Meeting

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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 specified purpose.
95. Subject to the provisions of the Act and these Articles, any bonds, debentures, Issue of discount etc. or
debenture-stock or any other securities may be issued at a discount, premium or with special privileges.
otherwise and with any special privileges and conditions as to redemption,
surrender, allotment of shares, appointment of Directors or otherwise; provided
that debentures with the right to allotment of or conversion into shares shall not
be issued except with the sanction of the Company in General Meeting.
96. The payment and/or repayment of moneys borrowed or raised as aforesaid or any Securing payment or
moneys owing otherwise or debts due from the Company may be secured in such repayment of Moneys
manner and upon such terms and conditions in all respects as the Board may think borrowed.
fit, and in particular by mortgage, charter, lien or any other security upon all or
any of the assets or property (both present and future) or the undertaking of the
Company including its uncalled capital for the time being, or by a guarantee by
any Director, Government or third party, and the bonds, debentures and debenture
stocks and other securities may be made assignable, free from equities between
the Company and the person to whom the same may be issued and also by a
similar mortgage, charge or lien to secure and guarantee, the performance by the
Company or any other person or company of any obligation undertaken by the
Company or any person or Company as the case may be.
97. Any bonds, debentures, debenture-stock or their securities issued or to be issued Bonds, Debentures etc.
by the Company shall be under the control of the Board who may issue them upon to be under the control
such terms and conditions, and in such manner and for such consideration as they of the Directors.
shall consider to be for the benefit of the Company.
98. If any uncalled capital of the Company is included in or charged by any mortgage Mortgage of uncalled
or other security the Directors shall subject to the provisions of the Act and these Capital.
Articles make calls on the members in respect of such uncalled capital in trust for
the person in whose favour such mortgage or security is executed.
99. Subject to the provisions of the Act and these Articles if the Directors or any of Indemnity may be
them or any other person shall incur or be about to incur any liability whether as given.
principal or surely for the payment of any sum primarily due from the Company,
the Directors may execute or cause to be executed any mortgage, charge or
security over or affecting the whole or any part of the assets of the Company by
way of indemnity to secure the Directors or person so becoming liable as
aforesaid from any loss in respect of such liability.

MEETINGS OF MEMBERS
100. All the General Meetings of the Company other than Annual General Meetings Distinction between
shall be called Extra-ordinary General Meetings. AGM & EGM.
101. (a) The Directors may, whenever they think fit, convene an Extra-Ordinary Extra-Ordinary
General Meeting and they shall on requisition of requisition of Members General Meeting by
made in compliance with Section 100 of the Act, forthwith proceed to Board and by
convene Extra-Ordinary General Meeting of the members requisition
(b) If at any time there are not within India sufficient Directors capable of When a Director or
acting to form a quorum, or if the number of Directors be reduced in number any two
to less than the minimum number of Directors prescribed by these Articles Members may call an
and the continuing Directors fail or neglect to increase the number of Extra Ordinary
Directors to that number or to convene a General Meeting, any Director or General Meeting
any two or more 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. No General Meeting, Annual or Extraordinary shall be competent to enter upon, Meeting not to transact
discuss or transfer any business which has not been mentioned in the notice or business not mentioned
notices upon which it was convened. in notice.
103. The Chairman (if any) of the Board of Directors shall be entitled to take the chair Chairman of General
at every General Meeting, whether Annual or Extraordinary. If there is no such Meeting
Chairman of the Board of Directors, or if at any meeting he is not present within
fifteen minutes of the time appointed for holding such meeting or if he is unable
or unwilling to take the chair, then the Members present shall elect another

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Director as Chairman, and if no Director be present or if all the Directors present
decline to take the chair then the Members present shall elect one of the members
to be the Chairman of the meeting.
104. No business, except the election of a Chairman, shall be discussed at any General Business confined to
Meeting whilst the Chair is vacant. election of Chairman
whilst chair is vacant.
105. a) The Chairperson may, with the consent of any meeting at which a quorum is Chairman with consent
present, and shall, if so directed by the meeting, adjourn the meeting from may adjourn meeting.
time to time 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, and as provided in section 103 of the Act, it shall not be
necessary to give any notice of an adjournment or of the business to be
transacted at an adjourned meeting.
106. In the case of an equality of votes the Chairman shall both on a show of hands, on Chairman’s casting
a poll (if any) and e-voting, have casting vote in addition to the vote or votes to vote.
which he may be entitled as a Member.
107. Any poll duly demanded on the election of Chairman of the meeting or any In what case poll taken
question of adjournment shall be taken at the meeting forthwith. without adjournment.

108. The demand for a poll except on the question of the election of the Chairman and Demand for poll not to
of an adjournment shall not prevent the continuance of a meeting for the prevent transaction of
transaction of any business other than the question on which the poll has been other business.
demanded.

VOTES OF MEMBERS
109. No Member shall be entitled to vote either personally or by proxy at any General Members in arrears
Meeting or Meeting of a class of shareholders either upon a show of hands,upon a not to vote.
poll or electronically, or be reckoned in a quorum in respect of any shares
registered in his name on which any calls or other sums presently payable by him
have not been paid or in regard to which the Company has exercised, any right or
lien.
110. Subject to the provision of these Articles and without prejudice to any special Number of votes each
privileges, or restrictions as to voting for the time being attached to any class of member entitled.
shares for the time being forming part of the capital of the company, every
Member, not disqualified by the last preceding Article shall be entitled to be
present, and to speak and to vote at such meeting, and on a show of hands every
member present in person shall have one vote and upon a poll the voting right of
every Member present in person or by proxy 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 the Act, he shall have a right to vote
only on resolution placed before the meeting which directly affect the rights
attached to his preference shares.
111. On a poll taken at a meeting of the Company a member entitled to more than one Casting of votes by a
vote or his proxy or other person entitled to vote for him, as the case may be, need member entitled to
not, if he votes, use all his votes or cast in the same way all the votes he uses. more than one vote.
112. A member of unsound mind, or in respect of whom an order has been made by Vote of member of
any court having jurisdiction in lunacy, or a minor may vote, whether on a show unsound mind and of
of hands or on a poll, by his committee or other legal guardian, and any such minor
committee or guardian may, on a poll, vote by proxy.
113. Notwithstanding anything contained in the provisions of the Companies Act, Postal Ballot
2013, and the Rules made there under, the Company may, and in the case of
resolutions relating to such business as may be prescribed by such authorities
from time to time, declare to be conducted only by postal ballot, shall, get any
such business/ resolutions passed by means of postal ballot, instead of transacting
the business in the General Meeting of the Company.

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114. A member may exercise his vote at a meeting by electronic means in accordance E-Voting
with section 108 and shall vote only once.
115. a) In the case of joint holders, the vote of the senior who tenders a vote, whether Votes of joint
in person or by proxy, shall be accepted to the exclusion of the votes of the members.
other joint holders. If more than one of the said persons remain present than
the senior shall alone be entitled to speak and to vote in respect of such
shares, but the other or others of the joint holders shall be entitled to be
present at the meeting. Several executors or administrators of a deceased
Member in whose name share stands shall for the purpose of these Articles
be deemed joints holders thereof.
b) For this purpose, seniority shall be determined by the order in which the
names stand in the register of members.
116. Votes may be given either personally or by attorney or by proxy or in case of a Votes may be given by
company, by a representative duly Authorised as mentioned in Articles proxy or by
representative
117. A body corporate (whether a company within the meaning of the Act or not) may, Representation of a
if it is member or creditor of the Company (including being a holder of body corporate.
debentures) authorise such person by resolution of its Board of Directors, as it
thinks fit, in accordance with the provisions of Section 113 of the Act to act as its
representative at any Meeting of the members or creditors of the Company or
debentures holders of the Company. A person authorised by resolution as
aforesaid shall be entitled to exercise the same rights and powers (including the
right to vote by proxy) on behalf of the body corporate as if it were an individual
member, creditor or holder of debentures of the Company.
118. (a) A member paying the whole or a part of the amount remaining unpaid on Members paying
any share held by him although no part of that amount has been called up, money in advance.
shall not be entitled to any voting rights in respect of the moneys paid until
the same would, but for this payment, become presently payable.
(b) A member is not prohibited from exercising his voting rights on the ground Members not
that he has not held his shares or interest in the Company for any specified prohibited if share not
period preceding the date on which the vote was taken. held for any specified
period.
119. Any person entitled under Article 73 (transmission clause) to transfer any share Votes in respect of
may vote at any General Meeting in respect thereof in the same manner as if he shares of deceased or
were the registered holder of such shares, provided that at least forty-eight hours insolvent members.
before the time of holding the meeting or adjourned meeting, as the case may be
at which he proposes to vote he shall satisfy the Directors of his right to transfer
such shares and give such indemnify (if any) as the Directors may require or the
directors shall have previously admitted his right to vote at such meeting in
respect thereof.
120. No Member shall be entitled to vote on a show of hands unless such member is No votes by proxy on
present personally or by attorney or is a body Corporate present by a show of hands.
representative duly Authorised under the provisions of the Act in which case such
members, attorney or representative may vote on a show of hands as if he were a
Member of the Company. In the case of a Body Corporate the production at the
meeting of a copy of such resolution duly signed by a Director or Secretary of
such Body Corporate and certified by him as being a true copy of the resolution
shall be accepted by the Company as sufficient evidence of the authority of the
appointment.
121. The instrument appointing a proxy and the power-of-attorney or other authority, if Appointment of a
any, under which it is signed or a notarised copy of that power or authority, shall Proxy.
be deposited at the registered office of the company not less than 48 hours before
the time for holding the meeting or adjourned meeting at which the person named
in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours
before the time appointed for the taking of the poll; and in default the instrument
of proxy shall not be treated as valid.
122. An instrument appointing a proxy shall be in the form as prescribed in the rules Form of proxy.
made under section 105.
123. A vote given in accordance with the terms of an instrument of proxy shall be valid Validity of votes given
notwithstanding the previous death or insanity of the Member, or revocation of by proxy

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the proxy or of any power of attorney which such proxy signed, or the transfer of notwithstanding death
the share in respect of which the vote is given, provided that no intimation in of a member.
writing of the death or insanity, revocation or transfer shall have been received at
the office before the meeting or adjourned meeting at which the proxy is used.
124. No objection shall be raised to the qualification of any voter except at the meeting Time for objections to
or adjourned meeting at which the vote objected to is given or tendered, and every votes.
vote not disallowed at such meeting shall be valid for all purposes.
125. Any such objection raised to the qualification of any voter in due time shall be Chairperson of the
referred to the Chairperson of the meeting, whose decision shall be final and Meeting to be the judge
conclusive. of validity of any vote.

DIRECTORS
126. Until otherwise determined by a General Meeting of the Company and subject to Number of Directors
the provisions of Section 149 of the Act, the number of Directors (including
Debenture and Alternate Directors) shall not be less than three and not more than
fifteen. Provided that a company may appoint more than fifteen directors after
passing a special resolution
127. A Director of the Company shall not be bound to hold any Qualification Shares in Qualification shares.
the Company.
128. (a) Subject to the provisions of the Companies Act, 2013 and notwithstanding Nominee Directors.
anything to the contrary contained in these Articles, the Board may appoint
any person as a director nominated by any institution in pursuance of the
provisions of any law for the time being in force or of any agreement
(b) The Nominee Director/s so appointed shall not be required to hold any
qualification shares in the Company nor shall be liable to retire by rotation.
The Board of Directors of the Company shall have no power to remove
from office the Nominee Director/s so appointed. The said Nominee
Director/s shall be entitled to the same rights and privileges including
receiving of notices, copies of the minutes, sitting fees, etc. as any other
Director of the Company is entitled.
(c) If the Nominee Director/s is an officer of any of the financial institution the
sitting fees in relation to such nominee Directors shall accrue to such
financial institution and the same accordingly be paid by the Company to
them. The Financial Institution shall be entitled to depute observer to attend
the meetings of the Board or any other Committee constituted by the Board.
(d) The Nominee Director/s shall, notwithstanding anything to the Contrary
contained in these Articles, be at liberty to disclose any information
obtained by him/them to the Financial Institution appointing him/them as
such Director/s.
129. The Board may appoint an Alternate Director to act for a Director (hereinafter Appointment of
called “The Original Director”) during his absence for a period of not less than alternate Director.
three months from India. An Alternate Director appointed under this Article shall
not hold office for period longer than that permissible to the Original Director in
whose place he has been appointed and shall vacate office if and when the
Original Director returns to India. If the term of Office of the Original Director is
determined before he so returns to India, any provision in the Act or in these
Articles for the automatic re-appointment of retiring Director in default of another
appointment shall apply to the Original Director and not to the Alternate Director.
130. Subject to the provisions of the Act, the Board shall have power at any time and Additional Director
from time to time to appoint any other person to be an Additional Director. Any
such Additional Director shall hold office only upto the date of the next Annual
General Meeting.
131. Subject to the provisions of the Act, the Board shall have power at any time and Directors power to fill
from time to time to appoint a Director, if the office of any director appointed by casual vacancies.
the company in general meeting is vacated before his term of office expires in the
normal course, who shall hold office only upto the date upto which the Director in
whose place he is appointed would have held office if it had not been vacated by
him.
132. Until otherwise determined by the Company in General Meeting, each Director Sitting Fees.
other than the Managing/Whole-time Director (unless otherwise specifically

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provided for) shall be entitled to sitting fees not exceeding a sum prescribed in the
Act (as may be amended from time to time) for attending meetings of the Board
or Committees thereof.
133. The Board of Directors may subject to the limitations provided in the Act allow Travelling expenses
and pay to any Director who attends a meeting at a place other than his usual Incurred by Director
place of residence for the purpose of attending a meeting, such sum as the Board on Company's
may consider fair, compensation for travelling, hotel and other incidental business.
expenses properly incurred by him, in addition to his fee for attending such
meeting as above specified.

PROCEEDING OF THE BOARD OF DIRECTORS

134. (a) The Board of Directors may meet for the conduct of business, adjourn and Meetings of Directors.
otherwise regulate its meetings as it thinks fit.
(b) A director may, and the manager or secretary on the requisition of a director
shall, at any time, summon a meeting of the Board.
135. a) The Directors may from time to time elect from among their members a Chairperson
Chairperson of the Board and determine the period for which he is to hold
office. If at any meeting of the Board, the Chairman is not present within five
minutes after the time appointed for holding the same, the Directors present
may choose one of the Directors then present to preside at the meeting.
b) Subject to Section 203 of the Act and rules made there under, one person can
act as the Chairman as well as the Managing Director or Chief Executive
Officer at the same time.
136. Questions arising at any meeting of the Board of Directors shall be decided by a Questions at Board
majority of votes and in the case of an equality of votes, the Chairman will have a meeting how decided.
second or casting vote.
137. The continuing directors may act notwithstanding any vacancy in the Board; but, Continuing directors
if and so long as their number is reduced below the quorum fixed by the Act for a may act
meeting of the Board, the continuing directors or director may act for the purpose notwithstanding any
of increasing the number of directors to that fixed for the quorum, or of vacancy in the Board
summoning a general meeting of the company, but for no other purpose.
138. Subject to the provisions of the Act, the Board may delegate any of their powers Directors may appoint
to a Committee consisting of such member or members of its body as it thinks fit, committee.
and it may from time to time revoke and discharge any such committee either
wholly or in part and either as to person, or purposes, but every Committee so
formed shall in the exercise of the powers so delegated conform to any
regulations that may from time to time be imposed on it by the Board. All acts
done by any such Committee in conformity with such regulations and in
fulfillment of the purposes of their appointment but not otherwise, shall have the
like force and effect as if done by the Board.
139. The Meetings and proceedings of any such Committee of the Board consisting of Committee Meetings
two or more members shall be governed by the provisions herein contained for how to be governed.
regulating the meetings and proceedings of the Directors so far as the same are
applicable thereto and are not superseded by any regulations made by the
Directors under the last preceding Article.
140. a) A committee may elect a Chairperson of its meetings. Chairperson of
b) If no such Chairperson is elected, or if at any meeting the Chairperson is not Committee Meetings
present within five minutes after the time appointed for holding the meeting,
the members present may choose one of their members to be Chairperson of
the meeting.
141. a) A committee may meet and adjourn as it thinks fit. Meetings of the
b) Questions arising at any meeting of a committee shall be determined by a Committee
majority of votes of the members present, and in case of an equality of votes,
the Chairperson shall have a second or casting vote.
142. Subject to the provisions of the Act, all acts done by any meeting of the Board or Acts of Board or
by a Committee of the Board, or by any person acting as a Director shall Committee shall be
notwithstanding that it shall afterwards be discovered that there was some defect valid notwithstanding
in the appointment of such Director or persons acting as aforesaid, or that they or defect in appointment.
any of them were disqualified or had vacated office or that the appointment of any
of them had been terminated by virtue of any provisions contained in the Act or in

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these Articles, be as valid as if every such person had been duly appointed, and
was qualified to be a Director.

RETIREMENT AND ROTATION OF DIRECTORS

143. Subject to the provisions of Section 161 of the Act, if the office of any Director Power to fill casual
appointed by the Company in General Meeting vacated before his term of office vacancy
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.

POWERS OF THE BOARD

144. The business of the Company shall be managed by the Board who may exercise Powers of the Board
all such powers of the Company and do all such acts and things as may be
necessary, unless otherwise restricted by the Act, or by any other law or by the
Memorandum or by the Articles required to be exercised by the Company in
General Meeting. However 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.
145. Without prejudice to the general powers conferred by the Articles and so as not in Certain powers of the
any way to limit or restrict these powers, and without prejudice to the other Board
powers conferred by these Articles, but subject to the restrictions contained in the
Articles, it is hereby, declared that the Directors shall have the following powers,
that is to say
(1) Subject to the provisions of the Act, to purchase or otherwise acquire any To acquire any
lands, buildings, machinery, premises, property, effects, assets, rights, property, rights etc.
creditors, royalties, business and goodwill of any person firm or company
carrying on the business which this Company is authorised to carry on, in
any part of India.
(2) Subject to the provisions of the Act to purchase, take on lease for any term To take on Lease.
or terms of years, or otherwise acquire any land or lands, with or without
buildings and out-houses thereon, situate in any part of India, at such
conditions as the Directors may think fit, and in any such purchase, lease or
acquisition to accept such title as the Directors may believe, or may be
advised to be reasonably satisfy.
(3) To erect and construct, on the said land or lands, buildings, houses, To erect & construct.
warehouses and sheds and to alter, extend and improve the same, to let or
lease the property of the company, in part or in whole for such rent and
subject to such conditions, as may be thought advisable; to sell such
portions of the land or buildings of the Company as may not be required for
the company; to mortgage the whole or any portion of the property of the
company for the purposes of the Company; to sell all or any portion of the
machinery or stores belonging to the Company.
(4) At their discretion and subject to the provisions of the Act, the Directors To pay for property.
may pay property rights or privileges acquired by, or services rendered to
the Company, either wholly or partially in cash or in shares, bonds,
debentures or other securities of the Company, and any such share 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 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 insure and keep insured against loss or damage by fire or otherwise for To insure properties of
such period and to such extent as they may think proper all or any part of the Company.
the buildings, machinery, goods, stores, produce and other moveable
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.
(6) To open accounts with any Bank or Bankers and to pay money into and To open Bank

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draw money from any such account from time to time as the Directors may accounts.
think fit.
(7) To secure the fulfillment of any contracts or engagement entered into by the To secure contracts by
Company by mortgage or charge on all or any of the property of the way of mortgage.
Company including its whole or part of its undertaking as a going concern
and its uncalled capital for the time being or in such manner as they think
fit.
(8) To accept from any member, so far as may be permissible by law, a To accept surrender of
surrender of the shares or any part thereof, on such terms and conditions as shares.
shall be agreed upon.
(9) To appoint any person to accept and hold in trust, for the Company property To appoint trustees for
belonging to the Company, or in which it is interested or for any other the Company.
purposes and to execute and to do all such deeds and things as may be
required in relation to any such trust, and to provide for the remuneration of
such trustee or trustees.
(10) To institute, conduct, defend, compound or abandon any legal proceeding To conduct legal
by or against the Company or its Officer, or otherwise concerning the proceedings.
affairs and also to compound and allow time for payment or satisfaction of
any debts, due, and of any claims or demands by or against the Company
and to refer any difference to arbitration, either according to Indian or
Foreign law and either in India or abroad and observe and perform or
challenge any award thereon.
(11) To act on behalf of the Company in all matters relating to bankruptcy Bankruptcy
insolvency. &Insolvency
(12) To make and give receipts, release and give discharge for moneys payable To issue receipts & give
to the Company and for the claims and demands of the Company. discharge.
(13) Subject to the provisions of the Act, and these Articles to invest and deal To invest and deal with
with any moneys of the Company not immediately required for the purpose money of the
thereof, upon such authority (not being the shares of this Company) or Company.
without security and in such manner as they may think fit and from time to
time to vary or realise such investments. Save as provided in Section 187 of
the Act, all investments shall be made and held in the Company’s own
name.
(14) To execute in the name and on behalf of the Company in favour of any To give Security by
Director or other person who may incur or be about to incur any personal way of indemnity.
liability whether as principal or as surety, for the benefit of the Company,
such mortgage of the Company’s property (present or future) as they think
fit, and any such mortgage may contain a power of sale and other powers,
provisions, covenants and agreements as shall be agreed upon;
(15) To determine from time to time persons who shall be entitled to sign on To determine signing
Company’s behalf, bills, notes, receipts, acceptances, endorsements, powers.
cheques, dividend warrants, releases, contracts and documents and to give
the necessary authority for such purpose, whether by way of a resolution of
the Board or by way of a power of attorney or otherwise.
(16) To give to any Director, Officer, or other persons employed by the Commission or share
Company, a commission on the profits of any particular business or in profits.
transaction, or a share in the general profits of the company; and such
commission or share of profits shall be treated as part of the working
expenses of the Company.
(17) To give, award or allow any bonus, pension, gratuity or compensation to Bonus etc. to
any employee of the Company, or his widow, children, dependents, that employees.
may appear just or proper, whether such employee, his widow, children or
dependents have or have not a legal claim on the Company.
(18) To set aside out of the profits of the Company such sums as they may think Transfer to Reserve
proper for depreciation or the depreciation funds or to insurance fund or to Funds.
an export fund, or to a Reserve Fund, or Sinking Fund or any special fund
to meet contingencies or repay debentures or debenture-stock or for
equalizing dividends or for repairing, improving, extending and maintaining
any of the properties of the Company and for such other purposes
(including the purpose referred to in the preceding clause) as the Board

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may, in the absolute discretion think conducive to the interests of the
Company, and subject to Section 179 of the Act, to invest the several sums
so set aside or so much thereof as may be required to be invested, upon such
investments (other than shares of this Company) as they may think fit and
from time to time deal with and vary such investments and dispose of and
apply and extend all or any part thereof for the benefit of the Company
notwithstanding the matters to which the Board apply or upon which the
capital moneys of the Company might rightly be applied or expended and
divide the reserve fund into such special funds as the Board may think fit;
with full powers to transfer the whole or any portion of a reserve fund or
division of a reserve fund to another fund and with the full power to employ
the assets constituting all or any of the above funds, including the
depredation fund, in the business of the company or in the purchase or
repayment of debentures or debenture-stocks and without being bound to
keep the same separate from the other assets and without being bound to
pay interest on the same with the power 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.
(19) To appoint, and at their discretion remove or suspend such general To appoint and remove
manager, managers, secretaries, assistants, supervisors, scientists, officers and other
technicians, engineers, consultants, legal, medical or economic advisers, employees.
research workers, labourers, 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 to fix their salaries or emoluments or
remuneration and to require security in such instances and for such amounts
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 fit and the provisions
contained in the next following clauses shall be without prejudice to the
general powers conferred by this clause.
(20) At any time and from time to time by power of attorney under the seal of To appoint Attorneys.
the Company, to appoint any person or persons to be the Attorney or
attorneys of the Company, for such purposes and with such powers,
authorities and discretions (not exceeding those vested in or exercisable by
the Board under these presents and excluding the power to make calls and
excluding also except in their limits authorised by the Board the power to
make loans and borrow moneys) and for such period and subject to such
conditions as the Board may from time to time think fit, and such
appointments may (if the Board think fit) be made in favour of the members
or any of the members of any local Board established as aforesaid or in
favour of any Company, or the shareholders, directors, nominees or
manager of any Company or firm or otherwise in favour of any fluctuating
body of persons whether nominated directly or indirectly by the Board and
any such powers of attorney may contain such powers for the protection or
convenience for dealing with such Attorneys as the Board may think fit, and
may contain powers enabling any such delegated Attorneys as aforesaid to
sub-delegate all or any of the powers, authorities and discretion for the time
being vested in them.
(21) Subject to Sections 188 of the Act, for or in relation to any of the matters To enter into contracts.
aforesaid or otherwise for the purpose 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.
(22) From time to time to make, vary and repeal rules for the regulations of the To make rules.
business of the Company its Officers and employees.
(23) To effect, make and enter into on behalf of the Company all transactions, To effect contracts etc.
agreements and other contracts within the scope of the business of the
Company.
(24) To apply for, promote and obtain any act, charter, privilege, concession, To apply & obtain
license, authorization, if any, Government, State or municipality, concessions licenses etc.

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provisional order or license of any authority for enabling the Company to
carry any of this objects into effect, or for extending and any of the powers
of the Company or for effecting any modification of the Company’s
constitution, or for any other purpose, which may seem expedient and to
oppose any proceedings or applications which may seem calculated,
directly or indirectly to prejudice the Company’s interests.
(25) To pay and charge to the capital account of the Company any commission To pay commissions or
or interest lawfully payable there out under the provisions of Sections 40 of interest.
the Act and of the provisions contained in these presents.
(26) To redeem preference shares. To redeem preference
shares.
(27) To subscribe, incur expenditure or otherwise to assist or to guarantee money To assist charitable or
to charitable, benevolent, religious, scientific, national or any other benevolent institutions.
institutions or subjects which shall have any moral or other claim to support
or aid by the Company, either by reason of locality or operation or of public
and general utility or otherwise.
(28) To pay the cost, charges and expenses preliminary and incidental to the
promotion, formation, establishment and registration of the Company.
(29) To pay and charge to the capital account of the Company any commission
or interest lawfully payable thereon under the provisions of Sections 40 of
the Act.
(30) 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 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 181 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.
(31) 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.
(32) 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.
(33) 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.
(34) To undertake on behalf of the Company any payment of rents and the
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 free hold 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.
(35) 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.
(36) To let, sell or otherwise dispose of subject to the provisions of Section 180

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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.
(37) 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.
(38) 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.

MANAGING AND WHOLE-TIME DIRECTORS

146. a) Subject to the provisions of the Act and of these Articles, the Directors may Powers to appoint
from time to time in Board Meetings appoint one or more of their body to be Managing/ Wholetime
a Managing Director or Managing Directors or whole-time Director or Directors.
whole-time Directors of the Company for such term not exceeding five years
at a time as they may think fit to manage the affairs and business of the
Company, 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.
b) The Managing Director or Managing Directors or whole-time Director or
whole-time Directors so appointed shall be liable to retire by rotation. A
Managing Director or Whole-time Director who is appointed as Director
immediately on the retirement by rotation shall continue to hold his office as
Managing Director or Whole-time Director and such re-appointment as such
Director shall not be deemed to constitute a break in his appointment as
Managing Director or Whole-time Director.
147. The remuneration of a Managing Director or a Whole-time Director (subject to Remuneration of
the provisions of the Act and of these Articles and of any contract between him Managing or
and the Company) shall from time to time be fixed by the Directors, and may be, Wholetime Director.
by way of fixed salary, or commission on profits of the Company, or by
participation in any such profits, or by any, or all of these modes.
148. (1) Subject to control, direction and supervision of the Board of Directors, the Powers and duties of
day-today management of the company will be in the hands of the Managing Director or
Managing Director or Whole-time Director appointed in accordance with Whole-time Director.
regulations of these Articles of Association with powers to the Directors to
distribute such day-to-day management functions among such Directors and
in any manner as may be directed by the Board.
(2) The Directors may from time to time entrust to and confer upon the
Managing Director or Whole-time Director for the time being save as
prohibited in the Act, such of the powers exercisable under these presents
by the Directors as they may think fit, and may confer such objects and
purposes, and upon such terms and conditions, and with such restrictions as
they think expedient; and they may subject to the provisions of the Act and
these Articles 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 may from time to time revoke, withdraw, alter
or vary all or any such powers.
(3) The Company’s General Meeting may also from time to time appoint any
Managing Director or Managing Directors or Wholetime Director or
Wholetime Directors of the Company and may exercise all the powers
referred to in these Articles.
(4) 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.
(5) Notwithstanding anything contained in these Articles, the Managing
Director is expressly allowed generally to work for and contract with the

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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.

CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY

OR CHIEF FINANCIAL OFFICER
149. a) Subject to the provisions of the Act,— Board to appoint Chief
i. A chief executive officer, manager, company secretary or chief financial Executive Officer/
officer may be appointed by the Board for such term, at such Manager/ Company
remuneration and upon such conditions as it may thinks fit; and any chief Secretary/ Chief
executive officer, manager, company secretary or chief financial officer Financial Officer
so appointed may be removed by means of a resolution of the Board;
ii. A director may be appointed as chief executive officer, manager,
company secretary or chief financial officer.
b) A provision of the Act or these regulations requiring or authorising a thing to
be done by or to a director and chief executive officer, manager, company
secretary or chief financial officer shall not be satisfied by its being done by
or to the same person acting both as director and as, or in place of, chief
executive officer, manager, company secretary or chief financial officer.

THE SEAL
150. (a) The Board shall provide a Common Seal for the purposes of the Company, The seal, its custody
and shall have power from time to time to destroy the same and substitute a and use.
new Seal in lieu thereof, and the Board shall provide for the safe custody of
the Seal for the time being, and the Seal shall never be used except by the
authority of the Board or a Committee of the Board previously given.
(b) The Company shall also be at liberty to have an Official Seal in accordance
with of the Act, for use in any territory, district or place outside India.
151. The seal of the company shall not be affixed to any instrument except by the Deeds how executed.
authority of a resolution of the Board or of a committee of the Board authorized
by it in that behalf, and except in the presence of at least two directors and of the
secretary or such other person as the Board may appoint for the purpose; and
those two directors and the secretary or other person aforesaid shall sign every
instrument to which the seal of the company is so affixed in their presence.

DIVIDEND AND RESERVES

152. (1) Subject to the rights of persons, if any, entitled to shares with special rights Division of profits.
as to dividends, all dividends shall be declared and paid according to the
amounts paid or credited as paid on the shares in respect whereof the
dividend is paid, but if and so long as nothing is paid upon any of the shares
in the Company, dividends may be declared and paid according to the
amounts of the shares.
(2) No amount paid or credited as paid on a share in advance of calls shall be
treated for the purposes of this regulation as paid on the share.
(3) All dividends shall be apportioned and paid proportionately to the amounts
paid or credited as paid on the shares during any portion or portions of the
period in respect of which the dividend is paid; but if any share is issued on
terms providing that it shall rank for dividend as from a particular date such
share shall rank for dividend accordingly.
153. The Company in General Meeting may declare dividends, to be paid to members The company in
according to their respective rights and interests in the profits and may fix the General Meeting may
time for payment and the Company shall comply with the provisions of Section declare Dividends.
127 of the Act, but no dividends shall exceed the amount recommended by the
Board of Directors, but the Company may declare a smaller dividend in general
meeting.
154. a) The Board may, before recommending any dividend, set aside out of the Transfer to reserves
profits of the company such sums as it thinks fit as a reserve or reserves
which shall, at the discretion of the Board, be applicable for any purpose to
which the profits of the company may be properly applied, including

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provision for meeting contingencies or for equalizing dividends; and pending
such application, may, at the like discretion, either be employed in the
business of the company or be invested in such investments (other than
shares of the company) as the Board may, from time to time, thinks fit.
b) The Board may also carry forward any profits which it may consider
necessary not to divide, without setting them aside as a reserve.
155. Subject to the provisions of section 123, the Board may from time to time pay to Interim Dividend.
the members such interim dividends as appear to it to be justified by the profits of
the company.
156. 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.
157. No amount paid or credited as paid on a share in advance of calls shall be treated Capital paid up in
for the purposes of this articles as paid on the share. advance not to earn
dividend.
158. All dividends shall be apportioned and paid proportionately to the amounts paid Dividends in
or credited as paid on the shares during any portion or portions of the period in proportion to amount
respect of which the dividend is paid but if any share is issued on terms providing paid-up.
that it shall rank for dividends as from a particular date such share shall rank for
dividend accordingly.
159. The Board of Directors may retain the dividend payable upon shares in respect of Retention of dividends
which any person under Articles has become entitled to be a member, or any until completion of
person under that Article is entitled to transfer, until such person becomes a transfer under Articles.
member, in respect of such shares or shall duly transfer the same.
160. No member shall be entitled to receive payment of any interest or dividend or No Member to receive
bonus in respect of his share or shares, whilst any money may be due or owing dividend whilst
from him to the Company in respect of such share or shares (or otherwise indebted to the
however, either alone or jointly with any other person or persons) and the Board company and the
of Directors may deduct from the interest or dividend payable to any member all Company’s right of
such sums of money so due from him to the Company. reimbursement thereof.
161. A transfer of shares does not pass the right to any dividend declared thereon Effect of transfer of
before the registration of the transfer. shares.
162. Any one of several persons who are registered as joint holders of any share may Dividend to joint
give effectual receipts for all dividends or bonus and payments on account of holders.
dividends in respect of such share.
163. a) Any dividend, interest or other monies payable in cash in respect of shares Dividends how
may be paid by cheque or warrant sent through the post directed to the remitted.
registered address of the holder or, in the case of joint holders, to the
registered address of that one of the joint holders who is first named on the
register of members, or to such person and to such address as the holder or
joint holders may in writing direct.
b) Every such cheque or warrant shall be made payable to the order of the
person to whom it is sent.
164. Notice of any dividend that may have been declared shall be given to the persons Notice of dividend.
entitled to share therein in the manner mentioned in the Act.
165. No unclaimed dividend shall be forfeited before the claim becomes barred by law No interest on
and no unpaid dividend shall bear interest as against the Company. Dividends.

CAPITALIZATION
166. (1) The Company in General Meeting may, upon the recommendation of the Capitalization.
Board, resolve:
(a) that it is desirable to capitalize any part of the amount for the time being
standing to the credit of any of the Company’s reserve accounts, or to the
credit of the Profit and Loss account, or otherwise available for distribution;
and
(b) that such sum be accordingly set free for distribution in the manner
specified in clause (2) amongst the members who would have been entitled
thereto, if distributed by way of dividend and in the same proportions.
(2) The sums aforesaid shall not be paid in cash but shall be applied subject to
the provisions contained in clause (3) either in or towards:

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(i) paying up any amounts for the time being unpaid on any shares held by
such members respectively;
(ii) paying up in full, unissued shares of the Company to be allotted and
distributed, credited as fully paid up, to and amongst such members in the
proportions aforesaid; or
(iii) partly in the way specified in sub-clause (i) and partly in that specified in
sub-clause (ii).
(3) A Securities Premium Account and Capital Redemption Reserve Account
may, for the purposes of this regulation, only be applied in the paying up of
unissued shares to be issued to members of the Company and fully paid
bonus shares.
(4) The Board shall give effect to the resolution passed by the Company in
pursuance of this regulation.
167. (1) Whenever such a resolution as aforesaid shall have been passed, the Board Fractional Certificates.
shall —
(a) make all appropriations and applications of the undivided profits resolved to
be capitalized thereby and all allotments and issues of fully paid shares, if
any, and

(b) generally to 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 certificates or by payment
in cash or otherwise as it thinks fit, in case of shares becoming distributable
in fractions; and also
(b) to authorise any person to enter, on behalf of all the members entitled
thereto, into an agreement with the Company providing for the allotment to
them respectively, credited as fully paid up, of any further shares to which
they may be entitled upon such capitalization, or (as the case may require)
for the payment by the Company on their behalf, by the application thereto
of their respective proportions, of the profits resolved to be capitalized, of
the amounts or any part of the amounts remaining unpaid on their existing
shares.
(3) Any agreement made under such authority shall be effective and binding on
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 questions or difficulties that may arise in regard to
any issue including distribution of new equity shares and fractional
certificates as they think fit.
168. (1) The books containing the minutes of the proceedings of any General Inspection of Minutes
Meetings of the Company shall be open to inspection of members without Books of General
charge on such days and during such business hours as may consistently Meetings.
with the provisions of Section 119 of the Act be determined by the
Company in General Meeting and the members will also be entitled to be
furnished with copies thereof on payment of regulated charges.
(2) Any member of the Company shall be entitled to be furnished within seven
days after he has made a request in that behalf to the Company with a copy
of any minutes referred to in sub-clause (1) hereof on payment of Rs. 10 per
page or any part thereof.
169. a) The Board shall from time to time determine whether and to what extent and Inspection of Accounts
at what times and places and under what conditions or regulations, the
accounts and books of the company, or any of them, shall be open to the
inspection of members not being directors.
b) No member (not being a director) shall have any right of inspecting any
account or book or document of the company except as conferred by law or
authorised by the Board or by the company in general meeting.

FOREIGN REGISTER
170. The Company may exercise the powers conferred on it by the provisions of the Foreign Register.
Act with regard to the keeping of Foreign Register of its Members or Debenture

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holders, and the Board may, subject to the provisions of the Act, make and vary
such regulations as it may think fit in regard to the keeping of any such Registers.

DOCUMENTS AND SERVICE OF NOTICES

171. Any document or notice to be served or given by the Company be signed by a Signing of documents
Director or such person duly authorised by the Board for such purpose and the & notices to be served
signature may be written or printed or lithographed. or given.
172. Save as otherwise expressly provided in the Act, a document or proceeding Authentication of
requiring authentication by the company may be signed by a Director, the documents and
Manager, or Secretary or other Authorised Officer of the Company and need not proceedings.
be under the Common Seal of the Company.

WINDING UP
173. Subject to the provisions of Chapter XX of the Act and rules made thereunder—
(i) If the company shall be wound up, the liquidator may, with the sanction of a
special resolution of the company and any other sanction required by the Act,
divide amongst the members, in specie or kind, the whole or any part of the assets
of the company, whether they shall consist of property of the same kind or not.
(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair
upon any property to be divided as aforesaid and may determine how such
division shall be carried out as between the members or different classes of
members.
(iii) The liquidator may, with the like sanction, vest the whole or any part of such
assets in trustees upon such trusts for the benefit of the contributories if he
considers necessary, but so that no member shall be compelled to accept any
shares or other securities whereon there is any liability.

INDEMNITY
174. Subject to provisions of the Act, every Director, or Officer or Servant of the Directors’ and others
Company or any person (whether an Officer of the Company or not) employed by right to indemnity.
the Company as Auditor, shall be indemnified by the Company against and it
shall be the duty of the Directors to pay, out of the funds of the Company, all
costs, charges, losses and damages which any such person may incur or become
liable to, by reason of any contract entered into or act 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 officer
of the Company in defending any proceedings whether civil or criminal in which
judgment is given in his favor, or in which he is acquitted or in connection with
any application under Section 463 of the Act on which relief is granted to him by
the Court.
175. Subject to the provisions of the Act, no Director, Managing Director or other Not responsible for acts
officer of the Company shall be liable for the acts, receipts, neglects or defaults of of others
any other Directors or Officer, or for joining in any receipt or other act for
conformity, or for any loss or expense happening to the Company through
insufficiency or deficiency of title to any property acquired by order of the
Directors for or on behalf of the Company or for the insufficiency or deficiency of
any security in or upon which any of the moneys of the Company shall be
invested, or for any lossor damage arising from the bankruptcy, insolvency or
tortuous act of any person, company or corporation, with whom any moneys,
securities or effects shall be entrusted or deposited, or for any loss occasioned by
any error of judgment or oversight on his part, or for any other loss or damage or
misfortune whatever which shall happen in the execution of the duties of his
office or in relation thereto, unless the same happens through his own dishonesty.

SECRECY
176. (a) Every Director, Manager, Auditor, Treasurer, Trustee, Member of a Secrecy
Committee, Officer, Servant, Agent, Accountant or other person employed

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Sr. No Particulars
in the business of the company shall, if so required by the Directors, before
entering upon his duties, sign a declaration pleading himself to observe
strict secrecy respecting all transactions and affairs of the Company with
the customers and the state of the accounts with individuals and in matters
relating thereto, and shall by such declaration pledge himself not to reveal
any of the matter which may come to his knowledge in the discharge of his
duties except when required so to do by the Directors or by any meeting or
by a Court of Law and except so far as may be necessary in order to comply
with any of the provisions in these presents contained.
(b) No member or other person (other than a Director) shall be entitled to enter Access to property
the property of the Company or to inspect or examine the Company's information etc.
premises or properties or the books of accounts of the Company without the
permission of the Board of Directors of the Company for the time being or
to require discovery of or any information in respect of any detail of the
Company's trading or any matter which is or may be in the nature of trade
secret, mystery of trade or secret process or of any matter whatsoever which
may relate to the conduct of the business of the Company and which in the
opinion of the Board it will be inexpedient in the interest of the Company to
disclose or to communicate.

we, the several persons, whose names & addresses are subscribed, are desirous of being formed into a Company in
pursuance of this Articles of Association and we respectively agree to take the number of shares in the Capital of the
Company set opposite to our respective names:-

Names, Addresses, Number of Names, Addresses, Descriptions, Occupation

Descriptions of the Subscribers Equity shares & Membership No of Witnesses
taken by each
Subscriber
Witness to all the Signatories

JAI PRAKASH SINGH 5000

S/o. Lt P. D. Agarwal
JITU AGARWAL

S/o. Late Shri Krishna Singh (Five thousand)

Kolkata-700 007
30, M. D Road

17/1A, Nimtalla Ghat Street

Kolkata- 700 006
Service

Occupation- Business

SHAKUNTALA SINGH 5000

W/o. Jai Prakash Singh (Five thousand)
17/1A, Nimtalla Ghat Street
Kolkata- 700 006
Occupation- Business

Total 10000
(Ten Thousand)
Calcutta, 12th day of August, 2002

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SECTION XII: 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 the draft 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 have been attached to the
copy of the prospectus delivered to the RoC for filing, and also the documents for inspection referred to hereunder, may be
inspected at our Registered Office at NH-2, Delhi Road Champsara, Chinnamore, Baidyabati, Hooghly- 712222, West
Bengal, India between 10.00 a.m. to 5.00 p.m. (IST) on all working days and will also be available at the website of our
company www.sylvanply.com from the date of the draft prospectus until issue closing date.

A. MATERIAL CONTRACTS TO THE ISSUE

1. Issue Agreement dated March 20, 2024 entered into among our Company and the Lead Manager.

2. Agreement dated March 21, 2024 entered into among our Company and the Registrar to the Issue.

3. Tripartite Agreement dated September 12, 2018 entered into among our Company, NSDL and the Registrar to the
Issue.

4. Tripartite Agreement dated August 17, 2018 entered into among our Company, CDSL and the Registrar to the Issue.

5. Banker to the Issue Agreement [●] among our Company, the Lead Manager, Banker to the Issue and the Registrar to
the Issue.

6. Market Making Agreement dated [●] between our Company, the Lead Manager and the Market Maker.

7. Underwriting Agreement dated [●] between our Company and the Lead Manager.

B. MATERIAL DOCUMENTS

1. Certified copies of the Memorandum of Association and Articles of Association of our Company.

2. Certificate of Incorporations of our Company dated August 20, 2002, March 05, 2013 and June 19, 2018 issued by
Registrar of Companies.

3. Resolution of the Board of Directors of our Company and Equity Shareholders of our Company dated February 24,
2024 and March 20, 2024 respectively, authorizing the Issue and other related matters.

4. Copies of Audited Financial Statements of our Company for Nine months ended December 31, 2023 and the financial
years ended March 31, 2023, March 31, 2022 and March 31, 2021.

5. Peer Review Auditors Report dated March 22, 2024 on Restated Financial Statements of our Company for Nine
months ended December 31, 2023 and the financial year ended March 31, 2023, March 31, 2022 and March 31, 2021.

6. Copy of Statement of tax benefits dated March 22, 2024, from the Statutory Auditor included in this draft prospectus.

7. Consents of Promoters, Directors, Company Secretary & Compliance Officer, Chief Financial Officer, Statutory
Auditors, Legal Advisor to the Issue, Banker to the Issue & Sponsor Bank, Lead Manager, Registrar to the Issue,
Underwriter and Market Maker to include their names in the draft prospectus to act in their respective capacities.

8. Certificate on KPI’s issued by the Statutory Auditor M/s. Dokania S. Kumar, Chartered Accountants, vide their
certificate dated March 22, 2024.

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9. In-principle listing approval dated [●] from National Stock Exchange of India Limited for listing the Equity Shares on
the EMERGE Platform of NSE.

10. Due Diligence certificate dated [●] submitted to SEBI after filing the prospectus with RoC.

Any of the contracts or documents mentioned in this draft prospectus may be amended or modified at any time if so
required in the interest of our Company or if required by the other parties, without reference to the Shareholders subject to
compliance with the provisions contained in the Companies Act and other relevant statutes.

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DECLARATION

I certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by
the Government of India, or the regulations or guidelines 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 draft prospectus is contrary to the provisions of the Companies Act, the Securities Contracts
(Regulation) Act, 1956, 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 draft
prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY:

Sd/-

____________________________________
Anand Kumar Singh
Managing Director
DIN: 00651384

Date: March 30, 2024

Place: Kolkata

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DECLARATION

I certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by
the Government of India, or the regulations or guidelines 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 draft prospectus is contrary to the provisions of the Companies Act, the Securities Contracts
(Regulation) Act, 1956, 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 draft
prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY:

Sd/-

____________________________________
Jai Prakash Singh
Whole Time Director & Chairman
DIN: 00655886

Date: March 30, 2024

Place: Kolkata

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DECLARATION

I certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by
the Government of India, or the regulations or guidelines 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 draft prospectus is contrary to the provisions of the Companies Act, the Securities Contracts
(Regulation) Act, 1956, 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 draft
prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY:

Sd/-

____________________________________
Shakunatala Singh
Non-Executive Director
DIN: 00656073

Date: March 30, 2024

Place: Kolkata

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DECLARATION

I certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by
the Government of India, or the regulations or guidelines 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 draft prospectus is contrary to the provisions of the Companies Act, the Securities Contracts
(Regulation) Act, 1956, 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 draft
prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY:

Sd/-

____________________________________
Pallab Samajdar
Independent Director
DIN: 08157892

Date: March 30, 2024

Place: Kolkata

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DECLARATION

I certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by
the Government of India, or the regulations or guidelines 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 draft prospectus is contrary to the provisions of the Companies Act, the Securities Contracts
(Regulation) Act, 1956, 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 draft
prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY:

Sd/-

____________________________________
Rathin Kumar Ray
Independent Director
DIN: 08139761

Date: March 30, 2024

Place: Kolkata

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DECLARATION

I certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by
the Government of India, or the regulations or guidelines 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 draft prospectus is contrary to the provisions of the Companies Act, the Securities Contracts
(Regulation) Act, 1956, 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 draft
prospectus are true and correct.

SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY:

Sd/-

____________________________________
Shashi Kant Tiwari
Chief Financial Officer

Date: March 30, 2024

Place: Kolkata

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DECLARATION

I certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued by
the Government of India, or the regulations or guidelines 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 draft prospectus is contrary to the provisions of the Companies Act, the Securities Contracts
(Regulation) Act, 1956, 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 draft
prospectus are true and correct.

SIGNED BY THE COMPANY SECRETARY & COMPLIANCE OFFICER OF OUR COMPANY:

Sd/-

____________________________________
Rajneesh Mishra
Company Secretary & Compliance Officer

Date: March 30, 2024

Place: Kolkata

SYLVAN PLYBOARD (INDIA) LIMITED Page 331 of 331