Draft Prospectus

Dated: November 7, 2024

Please read Section 26 and 28 of the Companies Act, 2013
Fixed Price Offer

(Scan this code to view offer

Document)

NILACHAL CARBO METALICKS LIMITED

(Corporate Identification Number: U23101OR2003PLC007061)
Registered Office Corporate Contact Person Email and Telephone Website
Office
N/4 – 158 IRC Village, Bhubaneswar - 751015, N.A. Haraprasad Rout Email: secretarial@nilachalcoke.com
Odisha, India Company Secretary and Telephone No.: 06742551375 https://nilachalcoke.com
Compliance Officer
THE PROMOTERS OF OUR COMPANY ARE MR. BIBHU DATTA PANDA AND KAJAL FASHIONWEAR AGENCY PRIVATE LIMITED
DETAILS OF THE OFFER
TYPE FRESH OFFER SIZE OFS SIZE TOTAL OFFER SIZE ELIGIBILITY
Fresh Offer and Offer for Up to 26,00,000 Equity Up to 40,00,000 Equity Up to 66,00,000 Equity Shares aggregating The Offer is being made pursuant to Regulation
Sale Shares aggregating up to Shares aggregating up to ₹ [●] to ₹ [●] Lakhs 229(2) of SEBI (ICDR) Regulations
₹ [●] Lakhs Lakhs
OFS: Offer For Sale
DETAILS OF OFFER FOR SALE BY SELLING SHAREHOLDERS
NAME TYPE NO. OF SHARES WACA PER EQUITY SHARE (IN ₹)*
OFFERRED
Kajal Fashionwear Agency Private Limited Selling Up to 40,00,000 Equity Shares 10
Shareholder aggregating up to ₹ [●] Lakhs
RISKS IN RELATION TO THE FIRST OFFER
This being the first public Offer of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹10/- each and the Offer
Price is [●] times of the face value of the Equity Shares. The Offer Price (determined and justified by our Company and Selling Shareholders in consultation with the Lead
Manager as stated in “Basis for Offer Price” on page 87) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed.
No assurance can be given regarding an active or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the 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 the Offer. For taking an investment decision, investors
must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved
by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Prospectus. Specific attention of the
investors is invited to “Risk Factors” on page 22.
ISSUER’S AND SELLING SHAREHOLDER’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 Offer, which is material in the context of the Offer, 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. Selling Shareholders
accepts responsibility for and confirms only the statements expressly made by such Selling Shareholders in this Draft Prospectus solely in relation to itself and its respective
portion of the Offered Shares, and assumes responsibility that such statements are true and correct in all material respects and not misleading in any material respect.
LISTING
The Equity Shares offered through the Draft Prospectus are proposed to be listed on the SME Platform of Bombay Stock Exchange Limited i.e., “BSE SME”. Our Company
has received ‘in-principle’ approval from the Bombay Stock Exchange Limited for using its name in the offer document for the listing of the Equity Shares, pursuant to
letter dated [●]. For the purpose of the Offer, the Designated Stock Exchange shall be Bombay Stock Exchange Limited (“BSE”).
LEAD MANAGER TO THE OFFER
Ms. Kinnari Mehta Email: kinnari@suncapital.co.in
Tel. No:022 6178 6000

SUN CAPITAL ADVISORY

SERVICES PRIVATE LIMITED
REGISTRAR TO THE OFFER
Mr. M Murali Krishna Email: ncml.ipo@kfintech.com
Tel. No: +91 40 6716 2222
KFIN TECHNOLOGIES LIMITED
OFFER PROGRAMME
OFFER OPENS ON: [●] OFFER CLOSES ON: [●]
 Draft Prospectus
Dated: November 7, 2024
100% Fixed Price Offer
Please read Section 26 of the Companies Act, 2013
(This Draft Prospectus will be updated upon filing with ROC)

NILACHAL CARBO METALICKS LIMITED

Our Company was originally incorporated as “Company Limited by Shares” under the name “Nilachal Carbo Metalicks Private Limited” under the provisions of the
Companies Act, 1956 and the Certificate of Incorporation was issued by Registrar of Companies, Cuttack, on February 13, 2003, vide certificate of incorporation bearing CIN
U23101OR2003PTC007061. Pursuant to a special resolution passed by our Shareholders in the Extra-Ordinary General Meeting held on November 30, 2023, our Company
was converted from a private limited company to public limited company and consequently, the name of our Company was changed to “Nilachal Carbo Metalicks Limited”
and a fresh certificate of incorporation dated February 07, 2024 was issued to our Company by the Registrar of Companies, Cuttack, The Corporate Identification Number of
our Company is U23101OR2003PLC007061. For details of change in registered office of our Company, please refer to chapter titled “History and Corporate Matters”
beginning on Page no. 132.
Registered Office N/4 - 158 IRC Village, Bhubaneswar 751015, Odisha, India.
Website: https://nilachalcoke.com/
E-Mail: secretarial@nilachalcoke.co.in; Telephone No: +91 06742551375 Company Secretary and Compliance Officer: Mr. Haraprasad Rout
PROMOTERS OF OUR COMPANY: MR. BIBHU DATTA PANDA AND KAJAL FASHIONWEAR AGENCY PRIVATE LIMITED
THE OFFER
INITIAL PUBLIC OFFERING OF UP TO 66,00,000 EQUITY SHARES OF FACE VALUE OF ₹10/- EACH (“EQUITY SHARES”) OF NILACHAL CARBO METALICKS LIMITED
(“NILACHAL” OR “OUR COMPANY” OR “THE ISSUER”) FOR CASH AT A PRICE OF ₹ [●]/- PER EQUITY SHARE (INCLUDING A PREMIUM OF ₹ [●]/- PER EQUITY
SHARE) (“OFFER PRICE”) AGGREGATING TO ₹ [●] LAKHS COMPRISING OF FRESH OFFER OF UP TO 26,00,000 EQUITY SHARES AGGREGATING TO ₹ [●] (“FRESH
OFFER”) AND AN OFFER FOR SALE OF UP TO 44,00,000 EQUITY SHARES BY [●] (“SELLING SHAREHOLDERS”) AGGREGATING TO ₹ [●] LAKHS (“OFFER FOR SALE”)
(“THE OFFER”) OF WHICH UP TO [●] EQUITY SHARES AGGREGATING TO ₹ [●] LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER (“MARKET
MAKER RESERVATION PORTION”). THE OFFER LESS THE MARKET MAKER RESERVATION PORTION I.E. OFFER OF UP TO [●] EQUITY SHARES OF FACE VALUE
OF ₹10/- EACH AT AN OFFER PRICE OF ₹ [●] PER EQUITY SHARE AGGREGATING TO ₹ [●] LAKHS (“NET OFFER”). THE OFFER AND THE NET OFFER WILL
CONSTITUTE [●] % AND [●] % OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR FURTHER DETAILS, PLEASE REFER TO CHAPTER
TITLED “TERMS OF THE OFFER” BEGINNING ON PAGE 243.
THE FACE VALUE OF THE EQUITY SHARES IS ₹10/- EACH AND THE OFFER PRICE IS [●] TIMES OF THE FACE VALUE.
In terms of Rule 19(2)(b)(i) of the SCRR this Offer is being made for at least 25% of the post-Offer paid-up Equity Share capital of our Company. This Offer is being made
through Fixed Price process in accordance and compliance with Chapter IX and other applicable provisions of SEBI ICDR Regulations wherein a minimum 50% of the Net
Offer is allocated for Retail Individual Investors and the balance shall be offered to individual applicants other than Retail Individual Investors and other investors including
corporate bodies or institutions, QIBs and Non-Institutional Investors. However, if the aggregate demand from the Retail Individual Investors is less than 50%, then the
balance Equity Shares in that portion will be added to the non-retail portion offered to the remaining investors including QIBs and NIIs and vice-versa subject to valid
applications being received from them at or above the Offer Price. Additionally, if the Retail Individual Investors category is entitled to more than 50% on proportionate
basis, the Retail Individual Investors shall be allocated that higher percentage. All potential investors shall participate in the Offer only through an Application Supported
by Blocked Amount (“ASBA”) process including through UPI mode (as applicable) by providing details of the respective bank accounts and / or UPI IDs, in case of RIIs, if
applicable, which will be blocked by the Self Certified Syndicate Banks (“SCSBs”) for the same. For details in this regard, specific attention is invited to “Offer Procedure”
beginning on page no. 253. A copy will be filed with the Registrar of Companies as required under Section 26 and 28 of the Companies Act, 2013.
RISK IN RELATION TO THE FIRST OFFER
This being the first public Offer of our Company, there has been no formal market for the securities of our Company. The face value of the Equity Shares of our Company is ₹10/-each and the
Offer Price is [●] times of face value per Equity Share. The Offer Price (has been determined and justified by our Company and Selling Shareholders in consultation with the Lead Manager, as
stated under chapter titled “Basis for Offer Price” beginning on page no. 75) should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No
assurance can be given regarding an active and/or sustained trading in the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their investment.
Investors are advised to read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our
Company and the Offer, including the risks involved. The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does
SEBI guarantee the accuracy or adequacy of the contents of this Draft Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 22.
COMPANY’S AND SELLING SHAREHOLDER’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 Offer, which is
material in the context of the Offer, 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. Selling Shareholders accepts responsibility for and confirms only the statements expressly made or confirmed by such Selling
Shareholders in this Draft Prospectus solely in relation to itself and its respective portion of the Offered Shares, and assumes responsibility that such statements are true and correct in all material
respects and not misleading in any material respect.
LISTING
The Equity Shares offered through this Draft Prospectus are proposed to be listed on SME Platform of BSE Limited (“BSE SME”), in terms of the Chapter IX of the SEBI (ICDR) Regulations,
2018, as amended from time to time. Our Company has received an In-Principle Approval letter dated [●] from BSE Limited (“BSE”) for using its name in this offer document for listing our
shares on the SME Platform of BSE Limited (“BSE SME”). For the purpose of this Issue, the designated Stock Exchange is the BSE.
LEAD MANAGER TO THE OFFER REGISTRAR TO THE OFFER

SUN CAPITAL ADVISORY SERVICES PRIVATE LIMITED KFIN TECHNOLOGIES LIMITED

Address: 302, 3rd Floor, Kumar Plaza, Selenium Tower-B, Plot 31 & 32, Gachibowli,
Near Kalina Market, Kalina Kurla Road, Financial District, Nanakramguda, Serilingampally,
Santacruz East, Mumbai-400029, Maharashtra, India Hyderabad 500032, Telangana, India
Telephone: 022 6178 6000 Telephone: +91 40 6716 2222
E-mail: kinnari@suncapital.co.in E-mail: ncml.ipo@kfintech.com
Website: www.suncapitalservices.co.in Investor Grievance E-mail: einward.ris@kfintech.com
Investor Grievance E-mail: investorgrievance@suncapital.co.in Website: www.kfintech.com
Contact Person: Ms. Kinnari Mehta Contact Person: Mr. M Murali Krishna
SEBI Registration Number: INM000012591 SEBI Registration No.: INR000000221
CIN: U67190MH2006PTC159258 CIN: L72400TG2017PLC117649
OFFER PERIOD
OFFER OPENS ON: [●] OFFER CLOSES ON: [●]
(PAGE INTENTIONALLY LEFT BLANK)
 TABLE OF CONTENTS
SECTION I – GENERAL ........................................................................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ........................................................................................................................................................... 1

CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ..................................................... 12

FORWARD LOOKING STATEMENTS .......................................................................................................................................................... 14

SECTION II - SUMMARY OF OFFER DOCUMENT.......................................................................................................................................... 15

SECTION III- RISK FACTORS .............................................................................................................................................................................. 22

SECTION IV – INTRODUCTION .......................................................................................................................................................................... 47

THE OFFER ....................................................................................................................................................................................................... 47

SUMMARY OF FINANCIAL INFORMATION .............................................................................................................................................. 48

GENERAL INFORMATION............................................................................................................................................................................. 52

CAPITAL STRUCTURE ................................................................................................................................................................................... 60

SECTION V – PARTICULARS OF THE OFFER ................................................................................................................................................. 75

OBJECTS OF THE OFFER ............................................................................................................................................................................... 75

BASIS OF OFFER PRICE ................................................................................................................................................................................. 87

STATEMENT OF POSSIBLE TAX BENEFITS .............................................................................................................................................. 93

SECTION VI – ABOUT OUR COMPANY ............................................................................................................................................................ 96

INDUSTRY OVERVIEW .................................................................................................................................................................................. 96

OUR BUSINESS .............................................................................................................................................................................................. 102

KEY REGULATIONS AND POLICIES ......................................................................................................................................................... 118

HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................................................................. 132

OUR MANAGEMENT .................................................................................................................................................................................... 137

OUR PROMOTERS AND PROMOTERS GROUP ........................................................................................................................................ 154

DIVIDEND POLICY ....................................................................................................................................................................................... 160

SECTION VII – FINANCIAL INFORMATION .................................................................................................................................................. 161

RESTATED FINANCIAL STATEMENT ....................................................................................................................................................... 164

OTHER FINANCIAL INFORMATION.......................................................................................................................................................... 201

MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS ............................ 203

SECTION VIII – LEGAL AND OTHER INFORMATION ................................................................................................................................ 217

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ...................................................................................................... 217

GOVERNMENT AND OTHER STATUTORY APPROVALS ...................................................................................................................... 224

SECTION XI - GROUP COMPANIES ................................................................................................................................................................. 228

SECTION XII - OTHER REGULATORY AND STATUTORY DISCLOSURES............................................................................................ 231

SECTION IX – OFFER INFORMATION ............................................................................................................................................................ 243

TERMS OF THE OFFER................................................................................................................................................................................. 243

OFFER STRUCTURE ..................................................................................................................................................................................... 251

OFFER PROCEDURE ..................................................................................................................................................................................... 253

RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ................................................................................................. 284

SECTION X – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION...................................... 287

SECTION XI – OTHER INFORMATION ........................................................................................................................................................... 324

MATERIAL CONTRACT AND DOCUMENTS FOR INSPECTION ........................................................................................................... 324

DECLARATIONS ........................................................................................................................................................................................... 326

 SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

This Draft Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, shall
have the meaning as provided below. References to any legislation, act, regulation, rule, circular, notification guideline or policy
shall be to such legislation, act, regulation, rule, guideline or policy, as amended, supplemented or re-enacted from time to time.

The words and expressions used in this Draft Prospectus but not defined herein, shall have, to the extent applicable, the meaning
ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the Depositories Act or the rules and
regulations made there under. Notwithstanding the foregoing, terms used in the chapters titled “Industry Overview”, “Key
Industry Regulations and Policies”, “Statement of Possible Tax Benefits”, “Restated Financial Statement”, “Basis for Offer
Price”, “History and Certain Corporate Matter”, “Other Regulatory and Statutory Disclosures”, “Outstanding Litigations
and Material Developments” and “Description of Equity Shares and Terms of the Articles of Association” beginning on Page
nos. 96, 118, 93, 164, 87, 132, 231, 217 and 287, respectively, shall have the meaning ascribed to such terms in such sections.

General Terms

Term Description
“Nilachal Carbo Metalicks”, “our Nilachal Carbo Metalicks Limited, a public limited company, registered under the
Company”, “we”, “us”, “our”, Companies Act, 1956 and having its registered office at N/4 – 158 IRC Village,
“the Company”, “the Issuer Bhubaneswar 751 015, Odisha, India.
Company” or “the Issuer”
Our Promoters Mr. Bibhu Datta Panda and Kajal Fashionwear Private Limited
Promoters’ Group Companies, individuals and entities (other than companies) as defined under Regulation
2(1)(pp) of the SEBI (ICDR) Regulations, 2018 which is provided in the chapter titled “Our
Promoters and Promoter’s Group” beginning on Page 154.
“page no.”, “on page no.”, Any reference to any page no. is relating to this Draft Prospectus.
“page”

Company Related Terms

Terms Description
Articles / Articles of Articles of Association of our Company.
Association/AOA
Audit Committee The Audit Committee of the Board of Directors constituted in accordance with Section 177
of the Companies Act, 2013. For details, please refer chapter titled “Our Management”
beginning on page no. 137.
Auditor of our Company / The Statutory Auditors of our Company, being M/s. Goutam & Co., Chartered Accountants
Joint Statutory Auditor / Peer holding a valid Peer Review certificate as mentioned in the section titled “General
Review Auditor Information” beginning on Page No. 52.
Bankers to the Company Indian Bank, 3/1 B, IRC Village, Nayapalli, Khorda - 751015, Odisha
Board of Directors / Board / The Board of Directors of Nilachal Carbo Metalicks Limited unless otherwise specified.
BOD
Chief Financial Officer (CFO) The Chief Financial officer of our Company, being Mr. Sunil Kumar Mishra
Companies Act The Companies Act, 1956/2013 as amended from time to time.
Corporate Identification Corporate Identification Number of our Company i.e., U23101OR2003PLC007061
Number (CIN)
Company Secretary and The Company Secretary and Compliance Officer of our Company, being Mr. Haraprasad
Compliance Officer (CS) Rout
Depositories Act The Depositories Act, 1996, as amended from time to time
DIN Director Identification Number
Equity Shares Equity Shares of our Company of face value of Rs. 10/- each fully paid up, unless otherwise
specified in the context thereof.
Equity Shareholders Persons / Entities holding Equity Shares of Our Company.
1
Executive Director(s) “Executive Director” means a Whole Time Director as defined in clause (94) of section 2
of the Act”. An Executive Director of our company, as appointed from time to time.
Group Companies Group Companies as defined under Regulation 2(1)(t) of the SEBI (ICDR) Regulations,
2018, Group companies shall include such companies (other than our Promoters and
Subsidiary) with which there were related party transactions as disclosed in the Restated
Financial Statements as covered under the applicable accounting standards, and as disclosed
under section titled “Group Companies” beginning on Page No. 228.
Independent Director A Non-executive & Independent Director as per the Companies Act, 2013. For detail of the
Independent Director please refer to the chapter titled “Our Management” beginning on
Page No. 137.
Indian GAAP Generally Accepted Accounting Principles in India
ISIN International Securities Identification Number is INE346R01013
Key Managerial Personnel / Key Management Personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI
Key Managerial Employees (ICDR) Regulations and Section 2(51) of the Companies Act, 2013. The officer vested with
executive power and the officers at the level immediately below the Board of Directors as
described in the chapter titled “Our Management” beginning on Page No. 137.
Managing Director (MD) Managing Director of our Company is Mr. Bibhu Datta Panda. For details, please refer to
the chapter titled “Our Management” beginning on Page No. 137.
Materiality Resolution Resolution of Board of Directors dated July 05, 2024 for identification of group companies,
material creditors and material litigation, in accordance with the requirements of the SEBI
ICDR Regulations.
MOA/ Memorandum / Memorandum of Association of our Company as amended from time to time
Memorandum of Association
Non-Residents A person resident outside India, as defined under FEMA
Nomination and The Nomination and Remuneration Committee of our Board of Directors constituted in
Remuneration Committee accordance with Section 178 of the Companies Act, 2013. For details, please refer chapter
titled “Our Management” beginning on Page No. 137.
Non-Executive Director A Director not being an Executive Director or an Independent Director
NRIs / Non-Resident Indians A person resident outside India, as defined under FEMA and who is a citizen of India or a
Person of Indian Origin under Foreign Outside India Regulations, 2000.
RBI Act The Reserve Bank of India 1934 as amended from time to time.
Registered Office N/4 – 158 IRC Village, Bhubaneswar, Odisha, India, 751015
Restated Financial Statement The Restated Financial Information of our Company, which comprises the Restated
Consolidated Financial Statement of Assets and Liabilities, the Restated Consolidated
Statement of Profit and Loss, the Restated Consolidated Statement of Cash Flows, for the
period ended September 30, 2024 and financial year ended on March 31, 2024, 2023 and
2022 along with the summary statement of significant accounting policies read together
with the annexures and notes thereto prepared in terms of the requirements of Section 26 of
the Companies Act, the SEBI ICDR Regulations and the Guidance Note on Reports in
Company Prospectus (Revised 2019) issued by the ICAI, as amended from time to time.
ROC / Registrar of Companies Registrar of Companies, Cuttack
SEBI FVCI Regulations Securities Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000,
as amended from time to time.
SEBI SBEB Regulations Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,
2014
SEBI Listing Regulations, The Securities and Exchange Board of India (Listing Obligation and Disclosure
2015/ SEBI Listing Requirements) Regulations, 2015 as amended, including instructions and clarifications
Regulations/ Listing issued by SEBI from time to time.
Regulations/ SEBI (LODR)
SEBI (PFUTP) Regulations/ Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade
PFUTP Regulations Practices relating to Securities Markets) Regulations, 2003
Stock Exchange Unless the context requires otherwise, refers to BSE Limited
Subscribers to MOA Initial Subscribers to MOA being Mr. Bibhu Datta Panda and Mr. Niranjan Panda.
Senior Management Personnel / Senior Management Personnel of our Company in accordance with Regulation 2(1)(bbbb)
SMP of the SEBI ICDR Regulations, as described in “Our Management” beginning on Page
2
 No. 137.
Stakeholders Relationship The Stakeholders Relationship Committee of our Board of Directors constituted in
Committee accordance with Section 178 of the Companies Act, 2013. For details, please refer chapter
titled “Our Management” beginning on Page No. 137.
Whole Time Director (WTD) “Whole-time director” includes a director in the whole-time employment of the company.
Whole-time Director of our Company, as described in the chapter titled “Our
Management” beginning on Page No. 137.

Offer Related Terms

Terms Description
Applicant Any prospective investor who makes an application for Equity Shares in terms of this Draft
Prospectus
Abridged Prospectus Abridged Prospectus means a memorandum containing such salient features of a Prospectus as
may be specified by SEBI in this behalf
Acknowledgement Slip The slip or document issued by the Designated Intermediary to an Applicant as proof of
registration of the Application
Application Form The Form in terms of which the applicant shall apply for the Equity Shares of our Company
Application Supported An application, whether physical or electronic, used by applicants to make an application
by Blocked Amount / authorising a SCSB to block the application amount in the ASBA Account maintained with the
ASBA SCSB.
Application Amount The form, whether physical or electronic, used by an Applicant to make an application, which will
be considered as the application for Allotment for purposes of this Draft Prospectus.
ASBA Account An account maintained with the SCSB and specified in the application form submitted by ASBA
applicant for blocking the amount mentioned in the application form.
ASBA Applicant Any prospective investor who makes a Application pursuant to the terms of the Prospectus and
the Application Form and unless otherwise stated or implied, which includes an ASBA Applicant
and an Anchor Investor.
ASBA Form(s) An application form, whether physical or electronic, used by ASBA Applicants through the ASBA
process, which will be considered as the application for Allotment in terms of the Prospectus and
the Prospectus.
Allotment Advice The note or advice or intimation of Allotment, sent to each successful Applicant who has been or
is to be Allotted the Equity Shares after approval of the Basis of Allotment by the Designated
Stock Exchange.
Allotment Issue of the Equity Shares pursuant to the Offer to the successful applicants.
Allottee (s) The successful applicant to whom the Equity Shares are being / have been issued.
Basis of Allotment The basis on which Equity Shares will be allotted to successful applicants under the Offer and
which is described in ‘Basis of allotment’ under chapter titled “Offer Procedure” beginning on
Page No. 253.
Bankers to the Offer and [●]
Refund Banker
Business Day Monday to Friday (except public holidays).
Broker Centers Broker Centers notified by the Stock Exchanges where investors can submit the Application
Forms to a Registered Broker. The details of such Broker Centers, along with the names and
contact details of the Registered Brokers are available on the websites of the Stock Exchange.
CAN or Confirmation of The Note or advice or intimation sent to each successful Applicant indicating the Equity which
Allocation Note will be allotted, after approval of Basis of Allotment by the designated Stock Exchange.
Client Id Client Identification Number maintained with one of the Depositories in relation to demat account.
Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with SEBI and
Participant or CDP who is eligible to procure Application Forms at the Designated CDP Locations in terms of circular
no. GR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI
Collecting Registrar and Registrar to an Offer and share transfer agents registered with SEBI and eligible to procure

3
Share Transfer Agent Applications at the Designated RTA Locations in terms of circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by SEBI.
Depository A depository registered with SEBI under the SEBI (Depositories and Participants) Regulations,
2018.
Demographic Details The demographic details of the Applicants such as their Address, PAN, name of the applicant
father/husband, investor status, occupation and Bank Account details.
Designated Date The date on which amounts blocked by the SCSBs are transferred from the ASBA Accounts, as
the case may be, to the Public Issue Account or the Refund Account, as appropriate, in terms of
this Draft Prospectus, after finalisation of the Basis of Allotment in consultation with the
Designated Stock Exchange, following which the Board of Directors may Allot Equity Shares to
successful Applicants in the Offer.
Designated The members of the Syndicate, sub-syndicate/agents, SCSBs, Registered Brokers, CDPs and
Intermediaries RTAs, who are categorized to collect Application Forms from the Applicant, in relation to the
Offer.
Designated Stock SME Platform of BSE Limited (“BSE SME”)
Exchange
Depository Participant A Depository Participant as defined under the Depositories Act, 1996
Draft Prospectus This Draft Prospectus issued in accordance with Section 26 of the Companies Act filed with the
SME Platform of BSE under SEBI (ICDR) Regulations.
Eligible NRI NRIs from jurisdictions outside India where it is not unlawful to make an offer or invitation under
the Offer and in relation to whom this Draft Prospectus constitutes an invitation to subscribe to
the Equity Shares Allotted herein.
Escrow Account(s) Account opened with the Escrow Collection Bank(s) and in whose favour the Investors will
transfer money through direct credit/NEFT/RTGS/NACH in respect of the Applicant Amount.
Escrow Agreement An agreement to be entered among our Company, the Registrar to the Offer, the Escrow Collection
Bank(s), Refund Bank(s) and the Lead Manager for the collection of Application Amounts and
where applicable, for remitting refunds, on the terms and conditions thereof.
Escrow Collection Banks which are clearing members and registered with SEBI as bankers to an offer and with whom
Bank(s) the Escrow Accounts will be opened, in this case being [●].
Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations.
Fugitive economic Shall mean an individual who is declared a fugitive economic offender under section 12 of the
offender Fugitive Economic Offenders Act, 2018 (17 of 2018)
Fixed Price Process/ Fixed Price process, as provided in Part A of Schedule XIII of the SEBI ICDR Regulations, in
Fixed Price Method terms of which the Offer is being made.
Fresh Offer/Issue Fresh offer of up to 26,00,000 Equity Shares by our Company aggregating up to ₹ [●] Lakhs to
be issued by our Company as part of the Offer, in terms of the Prospectus.
First Applicant Applicant whose name appears first in the Application Form in case of a joint application form
and whose name shall also appear as the first holder of the beneficiary account held in joint names
or in any revisions thereof.
Foreign Portfolio Foreign Portfolio Investor as defined under SEBI FPI Regulations.
Investor / FPIs
“General Information The General Information Document for investing in public issues prepared and issued in
Document” or “GID accordance with the circular no. SEBI / HO / CFD / DIL1 / CIR / P / 2020 / 37 dated March 17,
2020 and the circular no. SEBI / HO / CFD / DIL2 / CIR / P / 2020 / 50 dated March 30, 2020,
notified by SEBI, suitably modified and included in the chapter titled “Offer Procedure”
beginning on page 253
Offer Opening Date The date on which the Offer opens for subscription
Offer Closing date The date on which the Offer closes for subscription
Offer Period The periods between the Offer Opening Date and the Offer Closing Date inclusive of both days
and during which prospective Applicants may submit their application.
Issue / Offer Size / The Public Offer of 66,00,000 Equity Shares of ₹ 10/- each at ₹ [●] per Equity Shares including
Public Offer Share Premium of ₹ [●] per Equity Share aggregating to ₹ [●] Lakhs by Nilachal Carbo Metalicks

4
 Limited.
Offer price The price at which the Equity Shares are being issued by our Company through this Draft
Prospectus, being ₹ [●] (including share premium of ₹ [●] per Equity Share).
Offer Proceeds The proceeds from the Offer based on the total number of equity shares allotted under the Offer.
LM / Lead Manager Lead Manager to the offer, in this case being Sun Capital Advisory Services Private Limited.
Lot Size Lot Size for the Offer being [●]
Listing Agreement Unless the context specifies otherwise, this means the SME Equity Listing Agreement to be signed
between our company and BSE
Market Maker The Market Maker to the Offer, in this case being [●].
Market Making The Agreement entered into between the Market Maker and our Company dated [●].
Agreement
Mutual Fund(s) Mutual fund(s) registered with SEBI pursuant to SEBI (Mutual Funds) Regulations, 1996, as
amended from time to time
Net Proceeds Proceeds of the Offer that will be available to our Company, i.e., gross proceeds of the Fresh
Offer, less Offer expenses to the extent applicable to the Fresh Offer.
NCLT National Company Law Tribunal
Net Offer The Offer (excluding the Market Maker Reservation Portion) of [●] Equity Shares of ₹ [●] each
at ₹ [●] per Equity Share including share premium of ₹ [●] per Equity Share aggregating to ₹ [●]
Lakhs by Nilachal Carbo Metalicks Limited.
NPCI NPCI, a Reserve Bank of India (RBI) initiative, is an umbrella organization for all retail payments
in India. It has been set up with the guidance and support of the Reserve Bank of India (RBI) and
Indian Banks Association (IBA).
Non-Retail Portion The remaining portion of the Net Offer, after retails portion, being not more than 50% of the Net
including Qualified Offer which shall be available for allocation to NRIIs in accordance with the SEBI ICDR
Institution Buyers Regulations.
(NRII)
Net Proceeds The Offer Proceeds less the Offer related expenses. For further details, please refer to the chapter
titled “Objects of the Offer” beginning on page 75
Overseas Corporate Overseas Corporate Body means and includes an entity defined in clause (xi) of Regulation 2 of
Body/ OCB the Foreign Exchange Management (Withdrawal of General Permission to Overseas Corporate
Bodies (OCB’s) Regulations 2003 and which was in existence on the date of the commencement
of these Regulations and immediately prior to such commencement was eligible to undertake
transactions pursuant to the general permission granted under the Regulations. OCBs are not
allowed to invest in this Offer.
Other Investor(s) Investors other than Retail Individual Investors. These include individual applicants other than
retail individual investors and other investors including corporate bodies or institutions
irrespective of the number of specified securities applied for.
Pay-in-Period The period commencing on the Offer Opening date and extended till the closure of the Anchor
Investor Pay-in-Date.
Prospectus The Prospectus, to be filed with the ROC containing, inter alia, the Offer opening and closing
dates and other information.
Pricing Date The date on which our Company in consultation with the LM, will finalize the Offer price.
Public Issue Account An Account of the Company under Section 40 of the Companies Act, 2013 where the funds shall
be transferred by the SCSBs from bank accounts of the ASBA Investors.
Qualified Institutional The qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
Buyers / QIBs Regulations.
Refund Account Account opened / to be opened with a SEBI Registered Banker to the Offer from which the refunds
of the whole or part of the Application Amount, if any, shall be made.
Refund through Refunds through NECS, NEFT, direct credit, NACH or RTGS, as applicable
electronic transfer of
funds
Refund Bank / Refund Bank which is / are clearing member(s) and registered with the SEBI as Bankers to the Offer at

5
Banker which the Refund Account will be opened, in this case being [●].
Registrar / Registrar to Registrar to the Offer being KFin Technologies Limited
the Offer
Registered Brokers Stockbrokers registered with SEBI as trading members (except Syndicate/sub-Syndicate
Members) who hold valid membership of BSE Limited and National Stock Exchange of India
Limited having right to trade in stocks listed on Stock Exchange and eligible to procure
Application Forms in terms of SEBI circular no. CIR/CFD/14/2012 dated October 4, 2012.
Regulations Unless the context specifies something else, this means the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018.
Registrar Agreement The agreement dated September 26, 2024 entered between our Company and the Registrar to the
Offer, in relation to the responsibilities and obligations of the Registrar pertaining to the Offer
Registrar and Share Registrar and Share Transfer Agents registered with SEBI and eligible to procure Applications at
Transfer Agents or the Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated
RTAs November 10, 2015 issued by SEBI.
Resident Indian A person resident in India, as defined under FEMA
Retail Individual Individual investors (including HUFs applying through their Karta and Eligible NRI Applicants)
Investors /(RII) who applies or Applications for the Equity Shares of a value of not more than ₹ 2,00,000/-.
Retail Portion The portion of the Net Offer being not less than 50% of the Net Equity Shares which shall be
available for allocation to RIIs in accordance with the SEBI ICDR Regulations.
Revision Form The form used by the Applicant, to modify the quantity of Equity Shares or the Application
Amount in any of their Application Forms or any previous Revision Form(s) QIB Applicant and
Non-Institutional Applicant are not allowed to lower their Application Forms (in terms of quantity
of Equity Shares or the Application Amount) at any stage. Retail Individual Applicants can revise
their Application Forms during the Offer Period and withdraw their Application Forms until Offer
Closing Date.
Securities laws Means the Act, the Securities Contracts (Regulation) Act, 1956, the Depositories Act, 1996 and
the rules and regulations made thereunder and the general or special orders, guidelines or circulars
made or issued by the Board thereunder and the provisions of the Companies Act, 2013 or any
previous company law and any subordinate legislation framed thereunder, which are administered
by the Board.
SCORES SEBI Complaints Redress System, a centralized web-based complaints redressal system launched
by SEBI.
Self-Certified Syndicate A Self Certified Syndicate Bank registered with SEBI under the SEBI (Bankers to an Issue)
Bank(s)/ SCSBs Regulations, 1994 and offers the facility of ASBA, including blocking of bank account. A list of
all SCSBs is available at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35
Sponsor Bank The Banker to the Offer registered with SEBI and appointed by our Company to act as a conduit
between the Stock Exchanges and the NPCI in order to push the mandate collect requests and / or
payment instructions of the Retail Individual Applicants into the UPI and carry out other
responsibilities, in terms of the UPI Circulars.
Specified Locations Collection centers where the SCSBs shall accept application form, a list of which is available on
the website of SEBI (https://www.sebi.gov.in/) and updated from time to time.
TRS / Transaction The slip or document issued by the Designated Intermediary (only on demand), to the Applicant,
Registration Slip as proof of registration of the Application Form.
Underwriter The Underwriter to the Offer, in this case being [●].
Underwriting Agreement The Agreement entered into between the Underwriter and our Company dated [●]
UPI Unified payment Interface, which is an instant payment mechanism, developed by NPCI.
UPI Circulars The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI Circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Circular number
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, Circular number
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular no.
6
 SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/47 dated March 31, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and as amended pursuant to SEBI
circular no.SEBI/HO/CFD/DIL2/CIR/P/2022/51 April 20, 2022 and any subsequent circulars or
notifications issued by SEBI in this regard and any subsequent circulars or notifications issued by
SEBI in this regard.
UPI ID ID created on UPI for single-window mobile payment system developed by the NPCI.
UPI Mandate Request A request (intimating the Retail Individual Applicant by way of a notification on the Mobile App
and by way of a SMS directing the Retail Individual Applicant to such Mobile App) to the Retail
Individual Applicant initiated by the Sponsor Bank to authorize blocking of funds on the Mobile
App equivalent to Application Amount and Subsequent debit of funds in case of Allotment.
UPI Mechanism The mechanism that may be used by a RII to make a Application in the Offer in accordance with
the UPI Circulars.
UPI PIN Password to authenticate UPI transactions.
UPI Mandate Request A request (intimating the RIIs by way of a notification on the UPI application and by way of a
SMS directing the RIIs to such UPI mobile application) to the RIB initiated by the Sponsor Bank
to authorise blocking of funds on the UPI application equivalent to application 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 ted July 26, 2019, Retail Individual Investors 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&intmId=4 0)
and (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4
3) respectively, as updated from time to time
UPI Mechanism The mechanism that may be used by RIIs in accordance with the UPI Circulars to make an ASBA
Application in the Offer
Venture Capital Fund/ Foreign Venture Capital Funds (as defined under the Securities and Exchange Board of India
VCF (Venture Capital Funds) Regulations, 1996) registered with SEBI under applicable laws in India
Wilful Defaulter or a Wilful defaulter as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations.
fraudulent borrower
Working Days i. Till Application / Offer closing date:
All days other than a Saturday, Sunday or a public holiday;
ii. Post Application / Offer closing date and till the Listing of Equity Shares:
All trading days of stock exchanges excluding Sundays and bank holidays in accordance with the
SEBI circular no. SEBI/HO/CFD/DIL/CIR/P/2016/26 dated January 21, 2016 and the SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018.

Technical and Industry Related Terms

Terms Description
ACQ Annual Contracted Quantity
AIDC Agriculture Infrastructure And Development Cess
BCD Basic Custom Duty
C Carbon
CDM Coal Bed Methane
CIL Coal India Limited
CMPDI Central Mine Planning & Design Institute Limited
CRI Coke Reactivity Index
CSN Crucible Swelling Number
DCB Domestic Coal-Based
DEEP Discovery of efficient electricity price
DIPP Department of Industrial Policy and Promotion
EPFO Employee Provident Fund Organisation
7
 FAP Ferro Alloy Producers
GDP Gross domestic products
GCV coal Gross Calorific Value Coal
GR General Order
HDD Hazardous Directional Drilling
HSE Health Safety and Environment
HC High carbon
ICB Imported Coal-Based
IFAPA Indian Ferroalloys Producers' Association
ISA Indian Steel Association
JIT Just-In-Time
LC Low Carbon
LAM Low Ash Metallurgical
LAM Coke Low Ash Metallurgical Coke
MC Medium Carbon
MET Metallurgical coke
MMTC Metal and Minerals Trading Corporation
MTPA Metric Tonnes Per Annum
MSME Micro, Small and Medium Enterprise
MT Metric Tones
NMDC National Mineral Development Corporation
NMEP National Mineral Exploration Policy
NRS Non-Regulated Sector
OGL Open General License
PIL Scheme Production Linked Incentive Scheme
PRC Progressive Rehabilitation and Closure Plan
QC Quality Check
SCCL Singareni Collieries Company Limited
TPA Tonnes per annum
UG Underground
ULP Coke Ultra Low Phosphorous Nut Coke
VM Volatile Matter

Conventional and General Terms/ Abbreviations

Terms Description
A/c Account
AS/ Accounting Standard Accounting Standards as issued by the Institute of Chartered Accountants of India
Act or Companies Act Companies Act, 1956 and/or the Companies Act, 2013, as amended from time to time
Alternative Investment Funds as defined in and registered with SEBI under SEBI AIF
AIF(s)
Regulations
AGM Annual General Meeting
AO Assessing Officer
ASBA Application Supported by Blocked Amount
AS Accounting Standards issued by the Institute of Chartered Accountants of India
AY Assessment Year
BG Bank Guarantee
CAGR Compounded Annual Growth Rate
CAN Confirmation Allocation Note
CDSL Central Depository Services (India) Limited
CIT Commissioner of Income Tax
CRR Cash Reserve Ratio
CGST Central Goods & Services Tax
Depositories NSDL and CDSL
8
Depositories Act The Depositories Act, 1996 as amended from time to time
A depository registered with SEBI under the Securities and Exchange Board of India
Depository
(Depositories and Participants) Regulations, 2018, as amended from time to time
DIN Director identification number
DP/ Depository Participant A Depository Participant as defined under the Depositories Act, 1996
DP ID Depository Participant’s Identification
EBIDTA Earnings Before Interest, Depreciation, Tax and Amortization
EOGM/EGM Extra-ordinary General Meeting
Earnings Per Share i.e. profit after tax for a fiscal year divided by the weighted average
EPS
outstanding number of equity shares at the end of that fiscal year
EPFO Employment Provident Fund Organization
EPF Act The Employees’ Provident Funds and Miscellaneous Provisions Act, 1952
ESI Act The Employees’ State Insurance Act, 1948
ESOP Employee Stock Option Plan
ESPS Employee Stock Purchase Scheme
Financial Year/ Fiscal Year/ FY The period of twelve months ended March 31 of that particular year
FCNR Account Foreign Currency Non-Resident (Bank) account established in accordance with the FEMA
FDI Foreign Direct Investment
FDR Fixed Deposit Receipt
Foreign Exchange Management Act, 1999, read with rules and regulations there-under and
FEMA Act/FEMA
as amended from time to time
FEMA Regulations Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside
India) Regulations, 2000, as amended
Foreign Institutional Investor (as defined under SEBI FII (Foreign Institutional Investors)
FII Regulations, 1995, as amended from time to time) registered with SEBI under applicable
laws in India
Financial Year / Fiscal Year / Unless stated otherwise, the period of twelve (12) months ending March 31 of that particular
FY year
FII Regulations Securities and Exchange Board of India (Foreign Institutional Investors) Regulations, 1995,
as amended
FIs Financial Institutions
FIPB Foreign Investment Promotion Board
Foreign Venture Capital Investor registered under the Securities and Exchange Board of
FVCI
India (Foreign Venture Capital Investor) Regulations, 2000, as amended from time to time
GDP Gross Domestic Product
GIR Number General Index Registry Number
Gov/ Government/GoI Government of India
Gratuity Act The Payment of Gratuity Act, 1972
GST Goods and Services Tax
GSTIN GST Identification Number
HUF Hindu Undivided Family
HNI High Net Worth Individual
IGST Integrated GST
IFRS International Financial Reporting Standard
ICSI Institute of Company Secretaries of India
ICAI Institute of Chartered Accountants of India
IBEF India Brand Equity Foundation
IEC Import Export Code
IEM Industrial Entrepreneurs Memorandum
Indian GAAP Generally Accepted Accounting Principles in India
Insider Trading Regulations The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
2015, as amended.
I.T. Act Income Tax Act, 1961, as amended from time to time
IT Rules Income Tax Rules
9
ITAT Income Tax Appellate Tribunal
INR/ Rs./ Rupees / ₹ Indian Rupees, the legal currency of the Republic of India
IPO Initial Public Offering
KMP Key Managerial Personnel
Ltd. Limited
LM Lead Manager
Pvt. Ltd. Private Limited
MCA Ministry of Corporate Affairs
Merchant banker as defined under the Securities and Exchange Board of India (Merchant
Merchant Banker
Bankers) Regulations, 1992, as amended
MOF Ministry of Finance, Government of India
MOU Memorandum of Understanding
NA Not Applicable
NAV Net Asset Value
NEFT National Electronic Fund Transfer
NOC No Objection Certificate
NR/ Non-Residents Non-Resident
NRE Account Non-Resident External Account
Non-Resident Indian, is a person resident outside India, as defined under FEMA and the
NRI
FEMA Regulations
NRO Account Non-Resident Ordinary Account
NSDL National Securities Depository Limited
NSE National Stock Exchange
NTA Net Tangible Assets
p.a. Per annum
P/E Ratio Price/ Earnings Ratio
Permanent Account Number allotted under the Income Tax Act, 1961, as amended from
PAN
time to time
PAT Profit After Tax
PBT Profit Before Tax
PIO Person of Indian Origin
PLR Prime Lending Rate
Rs. / Rupees / INR / ₹ Indian Rupees
R&D Research and Development
RBI Reserve Bank of India
RBI Act Reserve Bank of India Act, 1934, as amended from time to time
RoNW Return on Net Worth
RTGS Real Time Gross Settlement
SAT Securities Appellate Tribunal
SCRA Securities Contracts (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to Time
SCSBs Self-Certified Syndicate Banks
SEBI The Securities and Exchange Board of India constituted under the SEBI Act, 1992
SEBI Act Securities and Exchange Board of India Act 1992, as amended from time to time
SEBI Insider Trading SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time,
Regulations including instructions and clarifications issued by SEBI from time to time
SEBI ICDR Regulations / SEBI Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
(ICDR) Regulations / SEBI Regulations, 2018, as amended from time to time
ICDR / ICDR
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011, as amended from time to time
SEBI (ICDR) Regulations, 2018, SEBI (Underwriters) Regulations, 1993, as amended, the
SEBI Rules and Regulations SEBI (Merchant Bankers) Regulations, 1992, as amended, and any and all other relevant
rules, regulations, guidelines, which SEBI may issue from time to time, including
10
 instructions and clarifications issued by it from time to time
Sec. Section
Securities Act The U.S. Securities Act of 1933, as amended
S&P BSE SENSEX &P Bombay Stock Exchange Sensitive Index
SEZ Special Economic Zones
SICA Sick Industrial Companies (Special Provisions) Act, 1985, as amended from time to time
SME Small and Medium Enterprises
Stamp Act The Indian Stamp Act, 1899, as amended from time to time
State Government The Government of a State of India
Stock Exchanges Unless the context requires otherwise, refers to, the BSE
STT Securities Transaction Tax
TAN Tax Deduction Account Number
TDS Tax Deducted at Source
TIN Taxpayer Identification Number
TRS Transaction Registration Slip
UIN Unique Identification Number
U.S. GAAP Generally accepted accounting principles in the United States of America
Venture capital funds as defined in, and registered with SEBI under, the erstwhile Securities
and Exchange Board of India (Venture Capital Funds) Regulations, 1996, as amended,
which have been repealed by the SEBI AIF Regulations.
In terms of the SEBI AIF Regulations, a VCF shall continue to be regulated by the
VCFs
Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 till the
existing fund or scheme managed by the fund is wound up, and such VCF shall not launch
any new scheme or increase the targeted corpus of a scheme. Such VCF may seek re-
registration under the SEBI AIF Regulations.
WCTL Working Capital Term Loan
WEO World Economic Outlook

11
 CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

Unless All references in the Draft Prospectus to “India” are to the Republic of India. All references in the Draft Prospectus to the
“U.S.”, “USA” or “United States” are to the United States of America.

In this Draft Prospectus, the terms “we”, “us”, “our”, the “Company”, “our Company”, “Nilachal Carbo Metalicks Limited” and
“NCML”. 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 Lac / Lakh”, the word “Crore”
means “ten million” and the word “billion (bn)” means “one hundred crore”. 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 data in this Draft Prospectus is derived from our Restated Financial Statements which
includes Restated Financial information for the period ended September 30, 2024 and financial year ended on March 31, 2024,
2023 and 2022 prepared in accordance with Indian GAAP, the Companies Act and restated in accordance with the SEBI (ICDR)
Regulations, 2018 and the Indian GAAP which are included in this Draft Prospectus, and set out in the section titled “Restated
Financial Statement” beginning on Page No. 164. Our Financial Year commences on April 1 and ends on March 31 of the
following year, so all references to a particular Financial Years are to the twelve-month period ended March 31 of that year. In
this Draft Prospectus, discrepancies in any table, graphs or charts between the total and the sums of the amounts listed are due to
rounding-off.

There are significant differences between Indian GAAP, 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 this 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 this Draft Prospectus should accordingly be limited.

Any percentage amounts, as set forth in the sections / chapters titled “Risk Factors”, “Our Business” and “Management’s
Discussion and Analysis of Financial Position and Results of Operations” beginning on Page Nos. 22, 102 and 203,
respectively of this Draft Prospectus and elsewhere in this Draft Prospectus, unless otherwise indicated, have been calculated on
the basis of our Restated Financial Statements prepared in accordance with Indian GAAP, the Companies Act and restated in
accordance with the SEBI (ICDR) Regulations, 2018 and the Indian GAAP.

Industry and Market Data

Unless stated otherwise, industry data used throughout this Draft Prospectus has been obtained or derived from industry and
government publications, publicly available information, and sources. 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 our Company believes that industry data used in this Draft
Prospectus is reliable, it has not been independently verified.

Further, the extent to which the industry and market data presented in this Draft Prospectus is meaningful depends on the reader's
familiarity with and understanding of, the methodologies used in compiling such data. There are no standard data gathering
methodologies in the industry in which we conduct our business, and methodologies and assumptions may vary widely among
different industry sources.

Currency and units of presentation

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

1. ‘Rupees’ or ‘₹’ or ‘Rs.’ or ‘INR’ are to Indian rupees, the official currency of the Republic of India.

12
 2. ‘US Dollars’ or ‘US$’ or ‘USD’ or ‘$’ are to United States Dollars, the official currency of the United States of America,
EURO or "€" are Euro currency,

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

In accordance with the SEBI (ICDR) Regulations, the chapter titled “Basis for Offer Price” beginning on Page No. 87 includes
information relating to our peer group companies. Such information has been derived from publicly available sources, and neither
we, nor the LM, have independently verified such information.

13
 FORWARD LOOKING STATEMENTS

All statements contained in this Draft Prospectus that are not statements of historical facts constitute “forward looking
statements”. All statements regarding our expected financial condition and results of operations, business, objectives, strategies,
plans, goals and prospects are forward-looking statements. These forward-looking statements include statements as to our
business strategy, our revenue and profitability, planned projects and other matters discussed in this Draft Prospectus regarding
matters that are not historical facts. 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 our 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.

All forward looking statements are subject to risks, uncertainties and assumptions about us that could cause actual results to differ
materially from those contemplated by the relevant forward-looking statement. Important factors that could cause actual results
to differ materially from our expectations include but are not limited to:

• General economic and business conditions in the markets in which we operate and in the local, regional, national and
international economies;
• Competition from existing and new entities may adversely affect our revenues and profitability;
• Political instability or changes in the Government could adversely affect economic conditions in India and consequently
our business may get affected to some extent.
• Our business and financial performance is particularly based on market demand and supply of our products/services;
• The performance of our business may be adversely affected by changes in, or regulatory policies of, the Indian national,
state and local Governments;
• Any downgrading of India’s debt rating by a domestic or international rating agency could have a negative impact on
our business and investment returns;
• Changes in Government Policies and political situation in India may have an adverse impact on the business and
operations of our Company;
• The occurrence of natural or man-made disasters could adversely affect our results of operations and financial condition.
• Our ability to retain Key Customers impacting our major business and performances.
• Inability to comply with changes in mining, environmental and labour laws and other applicable regulations.

For further discussion of factors that could cause the actual results to differ from the expectations, please refer to the sections /
chapters titled “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Position and
Results of Operations” beginning on Page Nos. 22, 102 and 203, respectively. By their nature, certain market risk disclosures
are only estimates and could be materially different from what actually occurs in the future. As a result, actual gains or losses
could materially differ from those that have been estimated.

Forward looking statements reflect the current views as of the date of this Draft Prospectus and are not a guarantee of future
performance. These statements are based on the management’s beliefs and assumptions, which in turn are based on currently
available information. Although our Company believes the assumptions upon which these forward-looking statements are based
are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on these
assumptions could be incorrect. None of our Company, the Directors, the Lead Manager, or any of their respective affiliates have
any obligation to update or otherwise revise any statements reflecting circumstances arising after the date hereof or to reflect the
occurrence of underlying events, even if the underlying assumptions do not come to fruition. Our Company and the Directors
will ensure that investors in India are informed of material developments until the time of the grant of listing and trading
permission by the Stock Exchange.

14
 SECTION II - SUMMARY OF OFFER DOCUMENT

This section is a general summary of certain disclosures included in this Draft Prospectus and is not exhaustive, nor does it
purport to contain a summary of all the disclosures in this Draft Prospectus or all details relevant to prospective investors. This
summary should be read in conjunction with, and is qualified in its entirety by, the more detailed information appearing
elsewhere in this Draft Prospectus, including the sections titled “Risk Factors”, “The Offer”, “Capital Structure”, “Objects
of the Offer”, “Industry Overview”, “Our Business”, “Financial Information”, “Outstanding Litigation and Material
Developments”, “Offer Procedure” and “Main Provisions of the Articles of Association” beginning on pages 22, 47, 60, 75,
96, 102 , 161, 217, 253 and 287, respectively.

A. OVERVIEW OF BUSINESS

Our Company was incorporated in 2003 and engaged in manufacturing of Low Ash Metallurgical (“LAM”) Coke and selling
to most of the top ferro chrome manufacturers in the country. Our owned Plant is located at Baramana, Jajpur, Odisha has
capacity of 60,000 Metric Tonnes Per Annum (MTPA). Our second Plant on leased basis at Visakhapatnam, has capacity of
18,000 MTPA. Now, we are proposing an expansion of additional capacity of 34,400 MTPA at our owned existing vacant land
available at our owned Plant.

B. OVERVIEW OF THE INDUSTRY

India has witnessed the highest ever coal production in the FY 2024 which was about 997.25 MT vs. 893.19 MT in FY 2023, a
growth of about 11.65%. Most of coal requirement of the country is met through indigenous production / supply. The focus of
the Government is on increasing the domestic production of coal and to eliminate non-essential import of coal in the country.

C. PROMOTERS

As on the date of this Draft Prospectus, Our Promoter are Mr. Bibhu Datta Panda and Kajal Fashionwear Agency Private
Limited. For further details, see “Our Promoter and Promoter Group” on page 154.

D. DETAILS OF THE OFFER

This is an Initial Public Offer of upto 66,00,000 Equity Shares of face value of ₹ 10 each of our Company for cash at a price
of ₹ [●] per Equity Share (including a share premium of ₹ [●] per Equity Share) aggregating to ₹ [●] lakhs (“The Offer”)
Comprising of Fresh Offer Up to 26,00,000 Equity Shares aggregating up to ₹ [●] lakhs and Offer for Sale Up to 40,00,000
Equity Shares aggregating up to ₹ [●] lakhs by Selling Shareholder, out of which [●] Equity Shares of face value of ₹ 10 each
for cash at a price of ₹ [●] per Equity Share aggregating up to ₹ [●] lakhs will be reserved for subscription by the market maker
to the offer (the “Market Maker Reservation Portion”). The Offer less Market Maker Reservation Portion i.e., Net Offer of [●]
Equity Shares of face value of ₹ 10 each, at an Offer price of ₹ [●] per Equity Share for cash, aggregating to ₹ [●] lakhs is
hereinafter referred to as the “Net Offer”. The Public Offer and Net Offer will constitute [●]% and [●] % respectively of the
post- offer paid-up Equity Share capital of our Company.

E. OBJECTS OF THE OFFER

Our Company intends to utilize the Net Proceeds of the Offer to meet the following Objects:

Sr. No. Particulars Amount (₹ in Lakh)

1. Funding Capital expenditure for installing One Coke Oven Plant for expansion of capacity 1,346.00
2. Funding modernization of existing plant 303.31
3. General corporate purposes* [●]
Total [●]
* To be finalized before filing Offer Document

F. PRE-OFFER SHAREHOLDING OF PROMOTERS AND PROMOTER GROUP

Our Promoters and Promoter Group collectively holds 2,23,26,950 Equity Shares of our Company aggregating to 99.99% of
the pre-offer paid-up Share Capital of our Company. Following are the details of the shareholding of the Promoters and
15
Promoter Group, as on date of this Draft Prospectus:

Pre-Offer Post Offer

Sr. As a % of No. of As a % of
Name of shareholders No. of equity
No. Issued equity Issued
shares
Capital* shares Capital
Promoters
1. Mr. Bibhu Datta Panda 70,69,440 31.66 [●] [●]
2. Kajal Fashionwear Agency Private Limited 1,52,57,500 68.33 [●] [●]
Total – A 2,23,26,940 99.99 [●] [●]
Promoters’ Group
1. Mr. Rishiraj Panda 10 0.01 [●] [●]
Total-B 10 0.01 [●] [●]

Total Promoters and Promoters’ Group (A+B) 2,23,26,950 99.99 [●] [●]

G. SUMMARY OF FINANCIAL INFORMATION

Following are the details as per the Restated Financial Statements for the period ended September 30, 2024 and FY 2024, FY
2023 and FY 2022:
(₹ in lakh)
Particulars September 30, FY 2024 FY 2023 FY 2022
2024
Equity Share Capital 2,232.70 2,232.70 2,232.70 2,232.7
Net worth 7,019.78 6,428.11 4,846.30 3,364.61
Total Income (including other Income) 9,918.06 26,712.65 26,845.98 20,058.30
Profit after tax 591.67 1,581.81 1,481.68 1,258.42
Earnings per Share (Basic and Diluted) 2.65 7.08 6.64 5.64
Net Asset Value per Share 31.44 28.79 21.71 15.07
Total Borrowings
2,480.34 2,613.81 1,883.68 1,007.21

H. AUDITOR QUALIFICATIONS NOT GIVEN EFFECT IN THE RESTATED FINANCIAL STATEMENTS

There are no audit qualifications which have not been given effect in the restated financial information.

I. SUMMARY OF OUTSTANDING LITIGATIONS

Our Company, Promoters and Directors are involved in certain legal proceedings. A brief detail of such outstanding litigations
as on the date of this Draft Prospectus are as follows:

There are outstanding legal proceedings involving our Company, our Directors and our Promoters. For details, see
“Outstanding Litigation and Material Developments” beginning on Page No. 217.

Litigations involving the Company:

Nature of Cases No. of Outstanding Cases Amount in dispute/ demanded to

the extent ascertainable (in ₹
Lakhs)
Criminal Proceedings against the Company - -
Criminal Proceedings filed by the Company - -
Indirect Tax 7 67.03
Direct Tax (TDS) 1 0.97
Actions by statutory and regulatory authorities
- -
against the Company
16
 Other Pending Material Litigations against the
- -
Company
Other Pending Material Litigations filed by the
- -
Company
Total 8 68.00

Litigations involving our Promoter & Directors:

Nature of Cases No. of Outstanding Cases Amount in dispute/ demanded to the

extent ascertainable (in Rs. Lakhs)
Criminal Proceedings against the Directors &
Promoters of the Company
1 -
Name of the Director – Mr, Lala Tarun Prakash
Narayan
Criminal Proceedings filed by the Directors &
- -
Promoters of the Company
Indirect Tax - -
Direct Tax
Name of the Director – Mr. Amitesh Sinha (TDS) 1 0.40
Name of the Promoter – Kajal Fashionwear Agency
1 26.85
Private Limited
Actions by statutory and regulatory authorities
- -
against the Directors & Promoters of the Company
Other Pending Material Litigations against the
- -
Directors & Promoters of the Company
Other Pending Material Litigations filed by the
- -
Directors & Promoters of the Company
Total 3 27.25

Litigations involving our Subsidiaries:

As on the date of Draft Red Herring Prospectus, the subsidiaries of our Company are not involved in any legal proceedings.

Litigations involving our Group Company: Nil

Amount mentioned to the extent quantifiable. The amount may be subject to additional interest/other charges being levied by the
concerned authorities which are unascertainable as on date of this Draft Prospectus. For further details, please refer to the
chapter titled “Outstanding Litigations and Material Developments” on page 217.

J. RISK FACTORS

For details on the risks involved in our business, please see the Chapter titled “Risk Factors” beginning on Page No. 22.

K. SUMMARY OF CONTINGENT LIABILITIES

Following is the summary of the Contingent Liabilities and Commitments of the Company:
(₹ in lakh)
Particulars September March 31, March 31, March 31,
30, 2024 2024 2023 2022
I. Contingent Liabilities
a) Claims against the Company not acknowledged as debt 117.04 117.04 117.04 59.59
(Direct taxes and Indirect Taxes)
b) Guarantees 520.00 520.00 400.00 Nil
c) Other money for which the Company is contingently liable. Nil Nil Nil Nil
II. Commitments
a) Estimated amount of contracts remaining to be executed on Nil Nil Nil Nil
capital account and not provided for
17
Particulars September March 31, March 31, March 31,
30, 2024 2024 2023 2022
b) Uncalled liability on shares and other investments partly paid Nil Nil Nil Nil
c) Other commitments Nil Nil Nil Nil

For further details, please refer to Contingent Liabilities of the chapter titled “Financial Information” on Page No. 161.

L. SUMMARY OF RELATED PARTY TRANSACTIONS

Following is the summary of the related party transactions entered by the Company (based on Restated Financial Statements)
for the period ended September 30, 2024 and FY 2024, FY 2023 and FY 2022:
(₹ in lakh)
Particulars September Fiscal Fiscal Fiscal
30, 2024 2024 2023 2022
Directors and Key Management Personnel 33.50 98.72 56.84 66.87
Relatives of Key Management Personnel Nil Nil 63.00 56.55
Enterprises in which Directors / Promoters / Key Management Personnel / Nil 25.06 844.85 Nil
Relatives of Key Management Personnel can exercise significant influence
Total 33.50 123.78 964.69 123.42

M. DETAILS OF FINANCING ARRANGEMENTS

There are no financing arrangements whereby the promoters, members of the Promoter Group, 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 during the period of six months immediately preceding the date of this Draft Prospectus.

N. WEIGHTED AVERAGE PRICE OF THE SHARES ACQUIRED BY PROMOTERS IN LAST ONE YEAR

Name of Promoters Total No. of Equity Shares Weighted Average cost of acquisition
(Rs.) per shares
Bibhu Datta Panda Nil Not Applicable
Kajal Fashionwear Agency Pvt. Ltd. Nil Not Applicable

O. AVERAGE COST OF ACQUISITION OF SHARES

The average cost of acquisition of Equity Shares by our Promoters is set forth in the table below:

Name of Promoters Total No. of Equity Shares Average cost of acquisition (Rs.) per
shares
Bibhu Datta Panda 70,69,440 10
Kajal Fashionwear Agency Pvt. Ltd. 1,52,57,500 10

P. PRE-IPO PLACEMENT

Our Company is not considering any Pre-IPO placement of equity shares of the Company.

Q. EQUITY SHARES ISSUED FOR CONSIDERATION OTHER THAN CASH

Our Company has not issued Equity Shares for consideration other than cash in the last one year except bonus issue. For further
reference please see Chapter titled “Capital Structure” on page 60.

R. SPLIT/ CONSOLIDATION OF EQUITY SHARES

Our company has not done any split/consolidation/ subdivision of equity shares of the Company since incorporation.

18
S. EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY, GRANTED
BY SEBI

As on date of the Draft Prospectus, our Company has not availed any exemption from complying with any provisions of
securities laws granted by SEBI.

19
 SECTION III - RISK FACTORS

An investment in our Equity Shares involves a high degree of financial risk. Prospective investors should carefully consider all the
information in the Draft Prospectus, particularly the “Financial Information” and the related notes, “Our Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 161, 102 and 203
respectively and the risks and uncertainties described below, before making a decision to invest in our Equity Shares.

The risk factors set forth below are not exhaustive and do not purport to be complete or comprehensive in terms of all the risk
factors that may arise in connection with our business or any decision to purchase, own or dispose of the Equity Shares. This section
addresses general risks associated with the industry in which we operate and specific risks associated with our Company. Any of
the following risks, individually or together, could adversely affect our business, financial condition, results of operations or
prospects, which could result in a decline in the value of our Equity Shares and the loss of all or part of your investment in our
Equity Shares. While we have described the risks and uncertainties that our management believes are material, these risks and
uncertainties may not be the only risks and uncertainties we face. Additional risks and uncertainties, including those we currently
are not aware of or deem 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 as a result 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 below. However, there are risk factors the potential effects of which are not
quantifiable and therefore no quantification has been provided with respect to such risk factors. In making an investment decision,
prospective investors must rely on their own examination of our Company and the terms of the Offer, including the merits and the
risks involved. You should not invest in this Offer unless you are prepared to accept the risk of losing all or part of your investment,
and you should consult your tax, financial and legal advisors about the particular consequences to you of an investment in our
Equity Shares.

Materiality

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

1. Some events may not be material individually but may be found material collectively.
2. Some events may have material impact qualitatively instead of quantitatively.
3. Some events may not be material at present but may be having material impact in future.

Note:

The risk factors as envisaged by the management along with the proposals to address the risk if any. Unless specified or quantified
in the relevant risk factors below, we are not in a position to quantify the financial implication of any of the risks described in this
section.

In this Draft Prospectus, any discrepancies in any table between total and the sums of the amount listed are due to rounding off.
Any percentage amounts, as set forth in “Risk Factors” on page 22 and “Management Discussion and Analysis of Financial
Condition and Results of Operations” on page 203 unless otherwise indicated, has been calculated on the basis of the amount
disclosed in the “Restated Financial Statements” on page 164.

INTERNAL RISK FACTORS

1. If the supply chain of raw materials is disrupted due to price volatility or changes in government regulations, it could
significantly impact our business operations, potentially affecting our ability to meet customer demands and leading to
adverse financial consequences for the company.

If the supply of raw materials is disrupted due to price volatility, driven by factors such as foreign exchange fluctuations or
changes in government regulations on import/ export, our business operations could face significant challenges. As our primary
raw material, coking coal is subject to price fluctuations, which can lead to increased production costs. These cost increases may
22
 not be immediately passed on to our customers, thereby compressing our profit margins. Moreover, new regulations that limit
or restrict the importation of coking coal, or geopolitical factors that disrupt supply chains, could make it difficult to secure the
necessary raw materials in a timely manner.

Given that we source our raw materials from suppliers who obtain the raw material from outside India i.e. they import, any
changes in government or state regulations that restrict the flow of these materials could further impact their price and
availability. Increase in price can lead to increased production costs, and these costs may not be passed on to our customers
immediately, resulting in compressed profit margins. Such regulatory changes could lead to supply shortages or increased costs,
compounding the difficulties we already face. This, in turn, could reduce our production capacity and operational efficiency,
potentially disrupting our ability to meet customer demands and affecting our Company’s financial performance.

These disruptions could result in delays or reductions in production, jeopardizing our ability to fulfill customer orders and
maintain market share. Prolonged supply issues may strain relationships with our key customers, who could turn to alternative
suppliers to ensure continuity in their operations. The financial impact of such disruptions could extend beyond operational
costs, affecting our overall profitability, cash flow, and financial stability.

In the most severe scenario, significant and sustained challenges in raw material supply could lead to reduced operational
capacity or even temporary shutdowns of production units, further exacerbating the financial strain on the company and
potentially hindering our long-term profitability and growth prospects.

2. Our business is inherently working capital-intensive. Should we encounter insufficient cash flows from our operations or
face challenges in securing borrowing to meet our working capital needs, it could materially and adversely impact our
business operations and financial results.

Our business in the production of Low Ash Metallurgical (LMC) Coke is highly working capital-intensive, primarily because of
the significant time lapse between the procurement of raw materials, such as coking coal, and the sale of our finished products,
followed by the collection of payments from our customers. To ensure uninterrupted manufacturing operations, we must
maintain adequate inventory levels at all times, which in turn increases our storage needs and working capital requirements.
Consequently, there may be instances where our available funds are insufficient to meet our commitments, potentially requiring
us to incur additional debt or use internal accruals to satisfy our working capital needs.

Our continued success hinges on our ability to secure and effectively manage adequate working capital. The ability to obtain
financing and the associated costs depend on various factors, including prevailing economic and capital market conditions, credit
availability from financial institutions, investor confidence, the sustained success of our operations, and a regulatory environment
conducive to raising capital.

As we execute our growth plans, we may need to raise additional capital by taking on more debt or issuing equity to meet future
capital expenditure requirements. If we encounter cash flow shortfalls or are unable to secure borrowing on time, or at all, to
meet our working capital and other obligations, it could materially and adversely impact our business operations and financial
performance. Managing our working capital effectively requires the timely settlement or rollover of short-term debt, securing
new or additional loans on favourable terms, renegotiating payment terms with our trade payables, collecting trade receivables
promptly, and adhering to well-prepared, realistic budgets for our business operations.

Failure to manage our working capital requirements adequately could result in material and adverse effects on our business,
financial condition, and cash flows. There is no guarantee that we will successfully manage our working capital. If we are unable
to implement sufficient internal control procedures and management systems to oversee our working capital and other financing
sources, we may face insufficient capital to maintain and expand our business. This could lead to breaches of financing
agreements, triggering cross-default provisions, and limiting our ability to secure new financing, all of which would severely
impact our business, financial condition, and overall performance.

3. Our business is dependent on our manufacturing units and we are subject to certain risks in our manufacturing process. Any
slowdown or shutdown in our manufacturing operations or underutilization of our manufacturing units could have an
adverse effect on our business, results of operations and financial condition.

Our business is heavily reliant on the efficient operation of our manufacturing units, which are central to our production processes
and overall business operations. Given this dependence, we are exposed to several risks associated with the manufacturing
23
 process.

Any slowdown or shutdown of our manufacturing units poses a significant risk to our business. These disruptions could result
from various factors such as mechanical failures, scheduled or unscheduled maintenance, or unforeseen events like natural
disasters. For example, our batteries require regular maintenance, especially when the condition of refractory bricks deteriorates.
These bricks are crucial to withstanding the high temperatures required for our operations. When the bricks wear down, we must
undertake significant maintenance to prevent breakdowns, which can lead to temporary shutdowns of production. Even short-
term stoppages can create cascading effects across our supply chain, delaying product deliveries and resulting in potential lost
revenue.

Underutilization of our manufacturing units, where production capacity is not fully employed, can also adversely affect our
business. This may occur due to lower-than-expected demand, operational inefficiencies, or strategic shifts in production
planning. When our plants are underutilized, fixed costs are spread over fewer units, raising per-unit production costs. This
inefficiency not only impacts profitability but can also result in resource wastage, diminishing the overall effectiveness of our
production assets.

Both slowdowns and underutilization in our manufacturing process can have substantial financial consequences. A slowdown
in production decreases output, which directly affects revenue and cash flow. Prolonged shutdowns, particularly for critical
maintenance like refractory brick replacement, can necessitate costly repairs and restoration efforts. Likewise, underutilized
plants can contribute to higher operational costs relative to production output, compressing profit margins and straining our
financial position.

Maintaining smooth and efficient manufacturing operations is essential for sustaining our market competitiveness. Any
disruptions or inefficiencies in our production units, including the need for regular maintenance of key components like
refractory bricks, can compromise our ability to meet customer demand, delay deliveries, and potentially harm our reputation.
In a competitive market, operational reliability is key to retaining customer trust and ensuring long-term business relationships.

4. Any failure in our quality control processes may adversely affect our business, results of operations and financial condition.
We may face product liability claims and legal proceedings if the quality of our product does not meet our customers’
expectations.

Our Company, engaged in the manufacturing of Low Ash Metallurgical (LMC) Coke, relies heavily on the quality of coal
provided by our import suppliers for the production process. This dependence introduces a significant risk related to the potential
variability in the quality of the supplied coal, which can directly impact the quality of the coke we produce. Factors such as
inconsistencies in coal composition, the presence of impurities, and varying moisture content can all contribute to the production
of sub-standard coke that fails to meet the stringent specifications outlined by our customers.

If the coal provided by our customers is of inferior quality, it could lead to the manufacturing of coke that does not align with
customer expectations. This discrepancy could result in customer dissatisfaction, contractual disputes, and potential financial
losses for our Company. Moreover, if the quality of our product is deemed sub-standard or if defects are discovered, we may be
compelled to take back the defective product and reimburse our customers. Such quality lapses could damage our longstanding
relationships with customers, harm our reputation, and negatively impact our brand image, which could in turn adversely affect
our business operations, results, and financial condition.

The loss of customer trust in the quality of our products could lead to a refusal to engage in further business with us, significantly
affecting our revenue and overall business operations. Additionally, we face the risk of legal proceedings and product liability
claims being brought against us for defective products. While our company has not experienced any product liability losses till
date, we cannot guarantee that we will not face such issues in the future or that we will not incur significant costs to defend
against such claims. Any product liability claim could not only entail substantial costs but also further damage our reputation
and brand image.

5. Our manufacturing capacity could be significantly impacted if we are unable to maintain or renew our lease agreement for
the Vishakhapatnam unit, which is owned by a third party. Should we fail to secure a renewal of this lease, it could adversely
affect our business operations, revenue generation, and distribution channels.

Our manufacturing capacity could be significantly impacted if we are unable to maintain our lease agreement with the
24
 Vishakhapatnam unit, which is owned by a third party. This unit is critical to our operations, as it consists of 1 battery with 18
furnaces/Ovens, allowing for the production of 18,000 MT of Low Ash Metallurgical Coke. Its strategic location enables us to
efficiently supply customers in the surrounding area, thereby reducing transportation costs and enhancing our revenue.

If we are unable to renew the lease agreement upon its expiration or if the renewal terms are unfavourable, we could face
significant operational challenges. A loss of access to this facility would necessitate finding alternative production sites, leading
to increased costs, longer supply chains, and potential delays in fulfilling customer orders. Relocating operations could require
significant time and investment, further straining our resources and leading to production inefficiencies.

The impact on our revenue and distribution channels could be substantial. The Vishakhapatnam unit is integral to meeting our
production targets and fulfilling customer orders. Any interruption in its operation could result in delays or shortfalls in product
delivery, damaging customer relationships and potentially leading to a loss of business. Additionally, the inability to maintain
this facility could weaken our market position, as competitors may capitalize on our reduced capacity to gain market share.

Our dependence on the Vishakhapatnam unit and the associated lease agreement underscores the importance of securing and
maintaining critical manufacturing facilities. Failure to do so could have profound effects on our production capabilities, revenue
generation, customer satisfaction, and overall market competitiveness.

6. Our business is highly dependent on the ferroalloy industries and is exposed to cyclical demand fluctuations in these sectors,
which may materially affect our revenue, profitability, and financial condition. Further, we derive a significant portion of
our revenues from a limited number of customers. The loss of any significant clients may have an adverse effect on our
business, financial condition, results of operations, and prospects.

The demand for Low Ash Metallurgical (LMC) Coke is directly linked to the performance of mainly Ferro-Alloy industries,
where it serves as a vital input in their manufacturing processes. These industries are subject to cyclical economic trends, and
any fluctuations in their performance can have an immediate and significant impact on our business operations and financial
health. Further, our majority of revenue is generated from a limited numbers of our customers for the period ended September
30, 2024 and the Financial Years ended March 31, 2024, March 31, 2023 and March 31, 2022. The details of our transactions
with top customer, top five (5) and top ten (10) customer are as follows:

Particulars* September 30, 2024 Financial Year Financial Year Financial Year
2023-24 2022-23 2021-22
Revenue % Revenue % Revenue % Revenue %
Top Customer 5,066.28 51.18 11,647.44 44.00 6,884.12 26.00 8,245.23 41.39
Top five (5) Customer 9,042.51 91.35 23,001.10 86.53 20,433.33 77.18 17,941.45 90.08
Top ten (10) Customer 9,825.21 99.26 25,784.92 97.00 25,416.89 96.00 19,885.47 99.84
* As certified by M/s. Goutam & Co., Chartered Accountants, the Peer Review Statutory auditor of our Company, by way of their certificate dated October 21,
2024.

During periods of economic downturn, reduced industrial activity, or unfavourable market conditions, demand for Ferro-Alloys
can decrease rapidly, leading to reduced orders for LAM Coke. Factors such as slower infrastructure development, lower
automotive production, Lower White Goods Production or reduced construction activity can further contribute to this decline.
Additionally, any disruptions in our customers' manufacturing processes due to shortages of key inputs like Ferro Chrome can
further reduce demand for our product, affecting our sales and operational efficiency.

The cyclical nature of the coke industry itself adds to this risk. Periods of low demand may result in excess inventory, reduced
production rates, and downward pressure on pricing, while periods of high demand may strain supply capacity and drive - up
costs. Our ability to forecast demand accurately, manage production efficiently, and maintain profitability is further challenged
by volatility in raw material prices, regulatory changes, and trade policies that affect the steel and ferroalloy sectors.

Moreover, our reliance on a concentrated customer base in these industries presents additional risks. A downturn in the steel or
ferroalloy industries, or financial difficulties faced by key customers, could lead to reduced orders and negatively impact our
revenue, profitability, and cash flow. Prolonged weakness in these sectors may also hinder our long-term growth prospects and
market position.

25
7. We are heavily dependent on limited number of suppliers in handling our business operations. The loss of any significant
supplier may have an adverse effect on our business, operations, financial conditions and prospects.

Our operations are dependent on the supply of raw material i.e. coking coal, which we procure from domestic importers who
specialize in importing high quality coking coal from different countries. The raw material is procured on the requirement of the
clients’ quality standards. This helps us to make the finished product as per the requirement of the clients.

We avail a significant portion of the raw materials from a limited number of suppliers or vendors. For the period ended September
30, 2024 and the Financial Years ended March 31, 2024, March 31, 2023 and March 31, 2022, our transactions with top supplier,
top five (5) and top ten (10) suppliers are as follows:

Particulars* September 30, 2024 Financial Year Financial Year Financial Year
2023-24 2022-23 2021-22
Revenue % Revenue % Revenue % Revenue %
Top Supplier 3,908.09 47.03 7,779.12 34.00 9,654.45 41.05 8,210.35 47.86
Top five (5) Suppliers 6,998.79 84.22 17,736.46 76.50 21,043.60 89.48 14,682.85 85.59
Top ten (10) Suppliers 7,868.52 94.69 20,170.55 87.00 22,595.18 96.08 15,207.64 88.65
* As certified by M/s. Goutam & Co., Chartered Accountant, the Peer Review Statutory auditor of our Company, by way of their certificate dated October 21,
2024.

8. Our revenue is dependent on domestic market and we do not have any export revenue. Any adverse changes in the conditions
affecting domestic market could adversely affect our business, results of operations and financial condition.

Our revenue is dependent on sales of LAM Coke, Nut coke, blast furnace grade coke and coke fines to domestic market i.e. in
India only. We do not have any business presence or revenue from any other country. In the event of any slowdown in domestic
market, or any developments that make our products less attractive in domestic market, we may experience distinct effects on
our business, results of operations, and financial condition than if we had further diversified revenue across different
geographical locations. Our business, results of operations and financial condition have been and will continue to be largely
dependent on the prevailing domestic market conditions and any adverse changes in the conditions affecting domestic market
related to our business operation, may adversely affect our business, results of operations and financial condition.

9. Our dependence on the Sukinda mining belt for chrome ore supply expose us to risks that could adversely affect our business,
operations, and financial condition.

Our dependence on the Sukinda mining belt for Chrome Ore supply presents a significant risk to our business, particularly in
relation to the production of Low Ash Metallurgical (LAM) Coke. If disruptions in Chrome Ore availability occurs, it can impact
our customers’ (Ferro-Chrome) manufacturing processes, particularly in the Steel (particularly Stainless Steel) and Ferro-Alloy
industries where LAM Coke is a critical input.

If our customers experience manufacturing slowdowns or stoppages due to a shortage of Ferro Chrome (Chrome Ore), it will
lead to a reduced demand for LAM Coke. This decline in demand would directly impact on our business by lowering sales
volumes, reducing production output, and creating operational inefficiencies. Consequently, the drop in revenue would put
pressure on our financial performance, diminishing profitability and straining cash flow, further affecting the overall stability of
our operations.

This interconnected risk highlights the importance of ensuring a stable supply of raw materials to maintain our customers’
manufacturing processes and, in turn, sustain demand for LAM Coke. Any disruption to this balance poses a significant risk to
our business operations and financial stability.

10. There had been defaults or rescheduling / restructuring of borrowings with financial institutions / banks in past. Any such
occurrence in future can adversely affect our business operations.

Our Company did one time settlement (OTS) with State Bank of India (SBI) in the year 2018 and the settlement amount was
fully paid. Consequently, the SBI issued no dues certificate dated September 27, 2019 to our Company, stating that the full
amount as per compromise settlement approved on March 13, 2018 has been received from the Company. The personal and
corporate guarantees were also released.

26
 We cannot ensure that any such event shall not re-occur in future. If any such delay or default in our debt repayment takes place
in future, our rate of interest on debt may increase, lender(s) can take control on our assets and our it can adversely affect our
business operations and profitability.

11. A significant portion of our revenue comes from key customers, and losing one or more of them, experiencing a decline in
their financial health or business outlook, or facing a reduction in their demand for our products could negatively impact
our business, operating results, financial condition, and cash flows.

We rely on a limited number of high-volume customers for a significant portion of our revenues. Our revenue with our top ten
customers accounting for ₹ 9,825.21 Lakhs representing 99.26% and ₹ 25,784.92 Lakhs representing 97.26% of our total revenue
from operations for the period ended September 30, 2024 and the year ending March 31, 2024, respectively. There is no guarantee
that these key customers will continue to place similar orders with us in the future in case they have their operational issues,
which presents a risk to our financial stability.

This dependency on a high-volume customers of big steel house/manufacturers may limit our ability to negotiate favourable
terms, potentially impacting our profit margins and overall financial performance. If any of these customers experience a
deterioration in their financial condition or business prospects, their demand for our products could decrease, leading to a
significant reduction in the revenue we derive from them. We cannot assure that we will be able to maintain historic levels of
business from these customers or significantly reduce our customer concentration in the future.

Additionally, our revenues may be adversely affected if any of our customers alter their supply chain strategies, reduce their
outsourcing of the products we offer, or choose to do business with our competitors. A significant reduction in the volume of
business with these customers, or the loss of one or more of them, could have a detrimental impact on our business, results of
operations, financial condition, and cash flows.

To sustain or increase our revenue, we must continue to attract new customers and encourage existing customers to allocate a
greater portion of their spending to us. As our industry evolves and competitors introduce lower-cost or differentiated products
and services, our ability to retain and expand our customer base could be challenged.

12. We do not own Visakhapatnam office from where we carry out our business activities. Any dispute in relation to use of the
premises could have a material adverse effect on our business and results of operations.

We have obtained our Visakhapatnam Office on rental basis. For details on the duration, please refer to Chapter titled “Our
Business” beginning on page 102. In the event of extreme adverse conditions, termination/ non-renewal of said rent agreements,
we may be required to vacate such premises which may cause disruption in our corporate affairs and adversely affect our business
operations.

There can be no assurance that we will, in the future, be able to renew the agreements for the existing locations on same or
similar terms or will be able to find alternate locations for the offices and factory on similar favourable terms to us, or at all. We
may also unable to negotiate the renewal of our rent agreements for our premises, either on commercially acceptable terms or at
all, which could result in increased rental rates for subsequent renewals or searching of new premises, affecting our financial
condition and operations.

13. There are certain instances of delays in filing returns and/or payment of statutory dues. Any delay in filing returns and/or
payment of statutory dues or non-payment of statutory dues in dispute may attract financial penalties from the respective
government authorities, which may have an adverse impact on our financial condition and cash flows.

Our Company has faced challenges in adhering to various statutory provisions, spanning key regulations such as the Goods and
Services Tax Act, the Employees Provident Fund, Professional Tax and the Employees State Insurance Act. These delays primarily
manifested in areas such as the depositing of GST amounts, as well as provident fund contributions mandated by the Employees
Provident Funds and Miscellaneous Provisions Act, 1952. Additionally, we experienced delays in meeting our statutory dues under
the Employees State Insurance Act.

The following table provides the number of delays we have made for the period ended September 30, 2024 and the financial
years ended March 31, 2024, 2023 and 2022:

27
 Number of Delay
Governing Tax Law Form Type September FY 2023- FY 2022- FY 2021-
30, 2024 2024 2023 2022
Goods and Service Tax (Odisha) GSTR1 - - - 3
Goods and Service Tax (Vishakhapatnam) GSTR1 - - 7 1
Goods and Service Tax (Odisha) GSTR3B - 3 - 4
Goods and Service Tax (Vishakhapatnam) GSTR3B - 2 - -
Provident Fund (Payment) Monthly Contribution 1 - 1 3
Provident Fund (Filing) Monthly Contribution 1 - 1 3
Employees State Insurance Monthly Contribution
NA 339 (days 206(days
Professional Tax Monthly Contribution -
delay) delay)
TDS Payment Monthly Contribution 2 1 - -
TDS Return Filing Quarterly Contribution 1 1 1 1

While we have taken corrective measures to address these past instances of non-compliance, it is crucial to acknowledge that future
delays remain a possibility. Such lapses have the potential to disrupt our business operations and adversely impact our financial
results. Delays in statutory compliance can lead to regulatory penalties, erode stakeholder confidence, and strain our financial
resources.

14. The Promoter Group Company is in the same line of business i.e. manufacturing low ash metallurgical coke. Consequently
there may be conflict of interest between the Companies.

Our Promoter Group company, Om Avi Carbon Resources Private Limited (“Om Avi”), operates in the same line of business
as our Company, specifically in the manufacturing of low ash metallurgical coke. Om Avi has one battery with 36
furnaces/ovens, producing approximately 24,000 MT of low ash metallurgical coke. To address potential conflicts, our Company
has entered into an exclusivity agreement i.e. ‘Contract Manufacturing Agreement’ dated April 16, 2022, through which Om
Avi will only supply its finished product to our Company.

Despite this agreement, the overlap in business activities between our Company and Om Avi presents a potential conflict of
interest in case Buyer opts for. Both companies being engaged in the same industry could lead to instances where our interests
and those of the Promoter Group Company diverge. This could result in competition for the same customers, suppliers, or market
opportunities, potentially impacting our market share, pricing strategies, and overall business performance.

Additionally, decisions made by Om Avi could influence or conflict with our business strategies, creating challenges in aligning
objectives and operations. Even with the exclusivity agreement in place, it remains crucial to establish clear boundaries and
transparent decision-making processes to mitigate the risk of conflict of interest. Without these safeguards, the potential for
conflict could adversely affect our business, including our competitive position, customer relationships, and financial
performance.

15. Failure to comply with environmental laws and regulations by us could lead to unforeseen environmental litigation which
could impact our business and our future net earnings.

Non-compliance with environmental laws and regulations could expose our company to significant risks, including unforeseen
environmental litigation. Environmental regulations are stringent and are continually evolving, often becoming more rigorous
over time. These laws govern various aspects of our operations, including waste disposal, emissions control, resource usage, and
overall environmental impact.

Failure to adhere to these regulations could result in severe consequences, such as fines, penalties, or even operational shutdowns
mandated by regulatory authorities. In addition to these financial liabilities, we could face legal actions from government bodies,
non-governmental organizations, or affected communities, leading to costly and prolonged litigation.

The impact of such litigation could extend beyond immediate financial costs. It could harm our company’s reputation, erode
customer trust, and negatively affect our relationships with stakeholders, including investors, suppliers, and customers. The
adverse publicity resulting from environmental violations could damage our brand image, making it more difficult to secure new
business opportunities or retain existing clients.

28
 Moreover, the financial burden of environmental litigation could strain our resources, affecting our ability to invest in growth
initiatives, innovation, or other critical areas of our business. This, in turn, could hinder our competitive position in the market
and impact our future net earnings.

Hence, non-compliance with environmental laws poses a substantial risk to our business, with the potential to cause financial,
legal, and reputational damage that could have long-lasting effects on our operations and financial health. Proactively addressing
these risks through stringent compliance measures, continuous monitoring, and investment in sustainable practices is essential
for safeguarding our company’s future.

16. There are outstanding legal proceedings involving our Company, Directors and Promoters. Any adverse decisions could
impact our cash flows and profit or loss to the extent of demand amount, interest and penalty, divert management time and
attention, consume financial resources in their defense or prosecution, affect our reputation, standing and future business
and have an adverse effect on our business, prospects, results of operations and financial condition

There are outstanding legal proceedings involving our Company, Directors and Promoters. These proceedings are pending at
different levels of adjudication before various courts, tribunals, enquiry officers and appellate tribunals. For details, see
“Outstanding Litigation and Material Developments” beginning on page 217.

A brief detail of such outstanding litigations as on the date of this Draft Prospectus, with the amount involved, to the extent
quantifiable are as follows:

Litigations involving the Company:

Nature of Cases No. of Outstanding Cases Amount in dispute/ demanded to the

extent ascertainable (in Rs. Lakhs)
Criminal Proceedings against the Company - -
Criminal Proceedings filed by the Company - -
Indirect Tax 7 67.03
Direct Tax 1 0.97
Actions by statutory and regulatory authorities against
- -
the Company
Other Pending Material Litigations against the
- -
Company
Other Pending Material Litigations filed by the
- -
Company
Total 8 68

Litigations involving our Promoter & Directors:

Nature of Cases No. of Outstanding Cases Amount in dispute/ demanded to the

extent ascertainable (in Rs. Lakhs)
Criminal Proceedings against the Directors &
Promoters of the Company
1 -
Name of the Director – Mr, Lala Tarun Prakash
Narayan
Criminal Proceedings filed by the Directors &
- -
Promoters of the Company
Indirect Tax - -
Direct Tax - -
Name of the Director – Mr. Amitesh Sinha 1 0.40
Name of the Promoter – Kajal Fashionwear Agency
1 26.85
Private Limited
Actions by statutory and regulatory authorities against
- -
the Directors & Promoters of the Company
Other Pending Material Litigations against the
- -
Directors & Promoters of the Company
Other Pending Material Litigations filed by the
- -
Directors & Promoters of the Company
29
 Total 3 27.25

Litigations involving our Group Company: Nil

Amount mentioned to the extent quantifiable. The amount may be subject to additional interest/other charges being levied by the
concerned authorities which are unascertainable as on date of this Draft Prospectus. For further details, please refer to the
chapter titled “Outstanding Litigations and Material Developments” on page 217.

There can be no assurance that these litigations will be decided in favour of our Company, Directors or Promoters and
consequently it may divert the attention of our management and Promoters 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, which could adversely affect the trading price of our Equity Shares.

17. We may not be able to recruit or retain key management and plant operating personnel, such persons could affect our
business and operations.

Our ability to recruit and retain key management and plant operating personnel is critical to the success of our business. These
individuals possess specialized knowledge, skills, and experience that are vital to managing our operations, driving strategic
initiatives, and ensuring the efficient functioning of our manufacturing processes. However, we face several risks related to
attracting and retaining these key employees in case of their pursuance for higher ambition.

The industries in which we operate are highly competitive, and there is a strong demand for experienced management and skilled
plant operators. Competitors, both within our sector and in related industries, may offer more attractive compensation packages,
career opportunities, or working conditions, making it challenging for us to attract and retain top talent. If we are unable to offer
competitive remuneration or growth opportunities, we risk losing key personnel to other companies, which could disrupt our
operations and hinder our ability to execute our business strategies effectively.

Our plant operating personnel are highly skilled and are an integral part for maintaining the smooth and efficient running of our
manufacturing and as they are operating such complex operation along with critical machinery, they are having a strong
command of our oven operation & machineries, if we lose our plant operating personnel, it will be difficult for us to recruit new
plant operating personnel that matches the skillset of our current operators and there is possibility that we may not be able to
recruit such highly experiences and technically sound plant operating personnel, which might lead to operational inefficiencies,
increase in the down time and which in turn might affect our ability to meet the demand of our customers.

Key management personnel play a crucial role in shaping our strategic direction, managing our financial health, and guiding our
business through challenges and opportunities. The departure of senior executives or other key leaders could create a leadership
vacuum, leading to a loss of institutional knowledge and continuity. This could impair our ability to make timely and effective
decisions, pursue new business opportunities, or respond to changes in the market environment. Moreover, any instability at the
management level could affect employee morale and confidence, potentially leading to further turnover or disruptions in our
workforce.

Retaining key personnel requires ongoing efforts to foster a positive work environment, provide career development
opportunities, and align individual goals with the company’s objectives. However, changes in company culture, shifts in business
strategy, or external factors such as economic conditions or industry trends could impact employee satisfaction and retention. If
we fail to address these challenges, we may experience higher turnover rates, leading to increased recruitment and training costs,
as well as potential disruptions in our business operations.

In case we lose our key management personnel, the recruitment of new people in their place will be difficult as they play a
significant role in the growth of our Company through active contribution in the managerial and financial decisions, and it will
be difficult for our Company to find such individuals who can smoothly continue such role and functions. In case we loses our
plant operating personnel, there is high possibility that our Company will lose significant time and money for training of newly
recruited plant operating personnel, which might result into inefficiencies and even led to delays in completion of our customer’s
orders.

Effective succession planning is essential to ensure that we have a pipeline of qualified candidates ready to step into key roles
30
 when needed. Without a robust succession plan, the unexpected departure of key personnel could leave us unprepared to fill
critical positions, resulting in operational disruptions or strategic missteps. Developing and implementing a comprehensive
succession strategy is vital to safeguarding the continuity of our leadership and operational expertise.

Certain management and plant operating roles require specific qualifications, certifications, or compliance with regulatory
standards. If we are unable to recruit individuals who meet these requirements, or if our current personnel fail to maintain their
qualifications, we may face regulatory penalties, operational disruptions, or challenges in meeting industry standards. This could
affect our ability to operate efficiently and in compliance with relevant laws and regulations.

Our ability to recruit and retain key management and plant operating personnel is crucial to the success and stability of our
business. The loss of these individuals, or our inability to attract new talent, could have significant adverse effects on our
operations, strategic direction, and overall financial performance. Proactively addressing these risks through competitive
compensation, career development opportunities, and effective succession planning is essential to ensuring the long-term success
and sustainability of our business.

18. Our Company operates under several statutory and regulatory approvals for the operations. Failure to obtain or maintain
licenses, registrations, permits and approvals may affect our business and results of operations.

Our business operations are subject to various statutory/regulatory approvals and we are required to obtain and maintain
necessary statutory/regulatory permits for operating our business. For further information on approvals relating to our business
and operations, please see “Government and Other Statutory Approvals” on page 224.

These permits, licenses and approvals may also be tied to numerous conditions, some of which may be onerous to us and require
additional costs. We cannot assure that we will be able to comply with the regulatory requirements as per applicable regulations,
which may lead to disruption of relevant permits, licenses, registrations and approvals.

Our Company will be required to obtain necessary approvals for the objects to the Offer upon receipt of Offer proceedings and
there can be delay or non-receipt of necessary approvals due to the same there can be deviation in achievement of object to the
Offer.

Further, the original professional Tax Registration Certificate our Company is not traceable. However, Company is regular in
payment of professional tax and there is no discrepancy from professional tax department with regard to Professional Tax
number. Also, certain certificates/ licenses are in the name of private limited. For some certificates / licenses oufr company is
yet to make applications for change in name. For further information on approvals relating to our business and operations, please
see “Government and Other Statutory Approvals” on page 224.

Certain of our material approvals, registrations, permits and licenses may expire in the ordinary course of business for which we
may have either made or are in the process of making applications for obtaining their renewal. Further, applications for approvals,
licenses, registrations and permissions for operating our business need to be made within certain timeframe and are often subject
to the discretion of relevant authorities. If we are unable to make applications or renew or obtain necessary permits, licenses and
approvals on acceptable terms, in a timely manner, at a reasonable cost, or at all or in the event we fail to comply with the terms
and conditions therein, it could affect our financial condition and results of operations, including cancellation, revocation or
suspension of relevant permits, licenses, registrations and approvals and the imposition of penalties by relevant authorities and
it may adversely affect business operations of our Company.

19. Our Promoters/Directors have provided personal guarantees for loan facilities obtained by our Company, and any failure or
default by our Company to repay such loans in accordance with the terms and conditions of the financing documents could
trigger repayment obligations on them, which may impact their ability to effectively service their obligations as our
Promoters/Directors and thereby, impact our business and operations.

According to the terms and conditions of Bank sanction letter, our Promoters/Directors have provided personal guarantees to
our Company and Group Company to secure 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 guarantees provided by our Promoters and Promoter
Group may be invoked, which could negatively impact the reputation of our Company. 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.
31
 Furthermore, in the event that our Promoters and Promoter group members withdraw or terminate their guarantees, our lenders
for such facilities may ask for alternate guarantees, repayment of amounts outstanding under such facilities, or even terminate
such facilities.

In addition, our Promoter and Promoter Group may be required to liquidate his shareholding in our Company to settle the claims
of the lenders, thereby diluting his shareholding in our Company. We may also not be successful in procuring alternate guarantees
satisfactory to the lenders, as a result 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. 215.

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

The following table sets forth our contingent liabilities as at September 30, 2024 and March 31, 2024, March 31, 2023 and
March 31, 2022 as per the Restated Financial Information:
(in ₹ lakhs)
September March March March
Particulars
30, 2024 31, 2024 31, 2023 31, 2022
Claims against the Company not acknowledged as debt (Direct Taxes
117.04 117.04 117.04 59.59
and Indirect Taxes)
Guarantees 520.00 520.00 400.00 0.00
Total 637.04 637.04 517.04 59.59

We cannot assure you that these contingent liabilities will not become established as liabilities. In the event any of these
contingent liabilities become established as liabilities, it may have an adverse effect on our financial condition and results of
operations.

21. We may not be sufficiently protected or insured for certain losses that we may incur or claims that we may face against us.

Our insurance may not be adequate to cover our claims or may not be available to the extent we expect. We maintain insurance
coverage under various insurance policies including Industrial all risk insurance, Motor vehicle, Employee/workman
compensation etc. Our insurance policies do not cover all risks and therefore may not protect us from liability for damages.

These may lead to financial liability and other adverse consequences. We have not faced any material instances where insurance
claims were made in the past. The following tables set forth details relating to insurance expenses for the period ended September
30, 2024 and the Financial Years 2024, 2023 and 2022:
(₹ In Lakhs)
Particulars For the period For the Financial For the Financial For the Financial
ended September Year ended on Year ended on Year ended on
30, 2024 March 31, 2024 March 31, 2023 March 31, 2022
Insurance Expenses 6.89 15.74 10.90 14.69
% of Total revenue from 0.07 0.06 0.04 0.07
operations

For further details, please refer to the Insurance Policies under chapter titled “Our Business” beginning from page no 102. We
cannot assure you that our insurance policies will be adequate to cover the losses that may be incurred as a result of litigation,
operational interruptions or repair of damaged facilities. Although we have not written off any material insurance claim
receivables for the period ended September 30, 2024 and Financial Years 2024, 2023 and 2022, we cannot assure you that we
will not write off any material insurance claim receivables in the future. There is no claim pending with any Insurance Company
till date. In addition, our insurance coverage expires from time to time. We apply for the renewal of our insurance coverage in
the ordinary course of our business, but we cannot assure you that such renewals will be granted in a timely manner, at acceptable
costs or at all. To the extent that we suffer loss or damage for which we have not obtained or maintained insurance, or which is
not covered by insurance, which exceeds our insurance coverage or where our insurance claims are rejected, the loss would have
to be borne by us. If we suffer a large uninsured loss or if any insured loss suffered by us significantly exceeds our insurance
coverage, our business, financial condition, cash flows and results of operations may be adversely affected.

For further details of our Insurance Policies, please refer section titled “Our Business” beginning on page 102.
32
22. We do not have long-term agreements with our customers. If a significant number of our customers choose not to place long
term purchase orders with our Company or may choose to terminate our contracts if market price drops drastically, our
business, financial condition and results of operations may be adversely affected.

Our business faces a significant risk due to the absence of long-term agreements with our customers. Unlike contracts that
guarantee a sustained business relationship over an extended period, our current arrangements with customers are generally
short-term or locked in certain quantity. Our relationship with customers is on a non-exclusive basis and accordingly, our
customers may choose to cease sourcing our products and choose to source alternative options over & above order quantity /
Contract

We rely heavily on purchase orders to manage the volume and terms of our product sales. These orders are essential for
coordinating our production, inventory, and delivery schedules by specifying critical details such as product quantity, pricing,
and delivery timelines. However, these orders can be subject to changes or cancellations, a situation often exacerbated during
periods of abnormal market volatility or temporary suspension of production at buyer’s plant. In such cases, customers may
"short close" their orders, meaning they might reduce or cancel their purchase commitments abruptly due to price fluctuations
or other market factors or non-requirement. This can disrupt our production plans and create mismatches in inventory, leading
to inefficiencies, increased storage costs, and potential financial losses from surplus or unsold goods. Therefore, while purchase
orders are vital for our operations, their inherent variability and the risk of short closures introduce significant challenges that
can impact our production efficiency, inventory management, and overall financial stability.

Firstly, amendments or cancellations of purchase orders can lead to substantial disruptions in our production schedules. When
customers alter or cancel their orders, it can create difficulties in adjusting our manufacturing processes to align with the new
requirements. This misalignment can result in inefficiencies, production delays, and a potential decrease in overall productivity.
Moreover, fluctuations in order volumes can create imbalances between our inventory of raw materials and finished products. If
anticipated orders are delayed or do not materialize, we might find ourselves with excess raw materials or surplus finished goods.
This imbalance can lead to increased costs associated with inventory management, including storage and potential markdowns
to clear out surplus products. Such costs can erode our operating margins and adversely affect our financial performance.

Additionally, the challenge of managing excess inventory carries the risk of obsolescence. If we are unable to find customers for
surplus products, these goods may become outdated or obsolete over time. This could necessitate writing off inventory, resulting
in financial losses that impact our business, financial condition, and results of operations. Excessive inventory may also strain
our cash flow, further affecting our liquidity and overall financial stability.

The reliance on purchase orders introduces various risks related to production scheduling, inventory management, and financial
performance. Changes in order volumes can lead to increased operational costs, reduced profitability, and potential losses from
obsolete inventory. Effective inventory management, strong customer relationships, and flexible production strategies are
essential to mitigating these risks and maintaining financial stability.

23. Any adverse change in regulations governing our products and the products of our customers, may adversely impact our
business prospects and results of operations.

Regulatory requirements affecting our products, as well as those impacting our customers' products, are subject to change.
Adverse alterations in regulations such as new licensing requirements, updated technical standards, or more stringent
specifications can significantly impact our operations. We may be required to modify our manufacturing and distribution
processes, target different markets, and invest in capital expenditures to comply with these new regulatory demands.

There is no guarantee that we will be able to meet all new regulatory requirements effectively. Non-compliance with updated
statutes or regulations could lead to delays in obtaining approvals for the manufacture and marketing of new products, or it might
necessitate the withdrawal of existing products from the market. Additionally, failure to adhere to the conditions attached to
approvals, licenses, registrations, and permissions could result in regulatory bodies suspending, curtailing, or revoking our ability
to market those products.

The inherent risk of inadvertently failing to meet regulatory requirements could lead to significant consequences, including
forced shutdowns and sanctions imposed by regulatory authorities. It could also delay or prevent us from receiving necessary
regulatory approvals for new products. Such outcomes could adversely affect our business operations, financial performance,
33
 and overall financial condition.

24. Non-compliance with amendments to safety, health, and environmental laws, as well as other applicable regulations, could
negatively impact the Company’s operational performance and financial condition.

Our Company specializes in manufacturing Low Ash Metallurgical (LAM) Coke and byproducts like Low Phosphorous Coke
Fines which are subject to a range of rules and regulations concerning safety, health, and environmental protection. These include
the Air Prevention and Control of Pollution Act, Noise Pollution and Water Prevention and Control of Pollution Act, Employees
Provident Fund Act, and Bonus Act, among others. Given the nature of our operations, we must comply with Indian laws and
regulations that govern various aspects of our business, including air and water discharge, noise levels, storage and handling,
and employee exposure to hazardous substances.

Non-compliance with these safety, health, and environmental regulations could lead to significant consequences. Potential
penalties include fines, judicial proceedings, or third-party claims, all of which could adversely impact our operational results
and financial condition. Additionally, failure to adhere to existing or future regulations may necessitate costly adjustments to
our processes or operations, further straining our resources and potentially affecting our business performance.

25. If we are unable to manage our growth or execute our strategies effectively, our business plan and expansion may not be
successful, and our business and prospects may be adversely affected.

One of the objectives of the offer is to enhance our manufacturing capacity by installing additional batteries along with machinery
equipped with the latest technological advancements. This strategic investment is aimed at improving our production efficiency,
increasing output, and enabling us to meet the growing demand more effectively. By incorporating state-of-the-art technology,
we seek to maintain a competitive edge in the market, reduce operational costs, and enhance the overall quality of our products.
This expansion is expected to significantly contribute to our long-term growth and sustainability by optimizing our
manufacturing processes and aligning with industry best practices.

However, our ability to manage growth and effectively execute our strategies is crucial to the success of this business plan and
expansion effort. As we seek to expand our operations, increase our market presence, and enhance our product offerings, we
may face significant challenges that could impact our ability to achieve these strategic goals.

One of the primary risks associated with growth is the potential strain on our management team and operational resources. Rapid
expansion often requires substantial investments in infrastructure, technology, and human resources. If we are unable to
efficiently scale our operations, we may experience operational inefficiencies, delays in project execution, and increased costs,
hindering our ability to deliver products on time, which could compromise our reputation and customer satisfaction. Moreover,
growth may necessitate the integration of new technologies, processes, and personnel. If we fail to integrate these elements
smoothly, we may encounter disruptions in our operations, negatively affecting our productivity and profitability. Expanding
into new markets or launching new products may also expose us to unfamiliar regulatory environments, competitive pressures,
and market dynamics, which could complicate our growth efforts and result in unforeseen challenges.

Effective execution of our strategies also depends on our ability to attract and retain skilled talent, maintain strong relationships
with suppliers and customers, and adapt to changing market conditions. If we are unable to align our workforce, resources, and
operations with our strategic objectives, our growth initiatives may falter, leading to missed opportunities, reduced market share,
and an inability to capitalize on emerging trends.

Additionally, our expansion plans may require significant capital expenditures and financial investments. If we are unable to
secure the necessary funding on favourable terms, or if our growth initiatives do not generate the anticipated returns, our financial
condition could be adversely affected. This could force us to scale back our growth plans, delay key projects, or divert resources
away from other critical areas of our business. The success of our business plan and expansion efforts hinges on our ability to
manage growth and execute our strategies effectively. Failure to do so could result in operational disruptions, financial strain,
and a diminished competitive position, ultimately affecting our business prospects and long-term success.

26. We operate in a highly competitive industry and our failure to compete effectively could have a negative impact on the success
of our business and/or impact our margin.

We operate in a highly competitive industry, where numerous players are constantly vying for market share, and our ability to
34
 succeed is heavily dependent on our capacity to compete effectively. The competitive landscape is characterized by intense
rivalry, not only from established companies with significant market presence and financial resources but also from emerging
players who may bring innovative products, services, or business models to the market.

Failure to compete effectively could have several adverse consequences for our business. Firstly, our market share could be
eroded if customers choose to purchase from competitors who may offer similar or superior products at more attractive prices,
or with better service and support. This could lead to a reduction in our sales volume, ultimately affecting our revenue and
profitability.

Moreover, the competitive pressures in the industry may force us to lower our prices or offer more favourable terms to retain
customers, which could squeeze our profit margins. In some cases, competitors might engage in aggressive pricing strategies or
offer substantial discounts, which could compel us to follow suit in order to remain competitive. Such pricing pressures could
significantly impact our margins and financial performance.

The competitive environment also demands continuous innovation and improvement in our product offerings and services. If
we fail to keep pace with technological advancements, changing customer preferences, or industry trends, we risk losing our
competitive edge. Competitors who are quicker to adapt or who invest more in research and development may capture market
opportunities that we miss, further challenging our market position.

In addition to price competition, we may face challenges related to product quality, brand reputation, customer service, and
distribution networks. Competitors who excel in these areas may attract customers away from us, especially if we are unable to
match their offerings. This could lead to a loss of customer loyalty, reduced brand value, and a potential decline in market share.

Furthermore, the competitive dynamics in the industry may lead to increased marketing and promotional expenditures as we
strive to differentiate our products and retain or attract customers. These efforts, while necessary, could result in higher operating
costs without a guaranteed return on investment, putting additional pressure on our margins. The highly competitive nature of
our industry poses significant challenges to our business. If we are unable to compete effectively—whether through pricing,
product innovation, customer service, or other key factors—we could face reduced market share, lower profit margins, and an
overall decline in our business performance. These competitive pressures underscore the importance of strategic planning,
continuous innovation, and operational excellence in ensuring our long-term success.

27. Our Company had negative operating 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

Our Company had reported certain negative cash flows in previously as per the Restated Financial Information, as stated below:
(₹ in lakhs)
September 30, March 31, March 31,
Particulars March 31, 2022
2024 2024 2023
Net cash generated from/(used in) Operating
320.15 20.48 (1,620.68) 2,838.34
activities
Net cash generated from/(used in) Investing
12.91 (901.60) (403.39) (1,166.71)
activities
Net cash generated from/(used in) Financing
(347.32) 244.35 467.53 117.62
activities
Note: Figures in brackets are negative

Cash flow of a company is a key indicator to show the extent of cash generated from operations to meet capital expenditure, pay
dividends, repay loans and make new investments without raising finance from external resources. We have witnessed the negative
cash flow from operations in the Financial Years ended March 31, 2023. We cannot assure that in future, we shall not face any
negative operating cash flows. If our Company is not able to generate sufficient operating cash flows, it may adversely affect our
business and financial operations. For further details, see “Restated Financial Statements” on page 164.

28. Our Promoters and Directors have provided personal guarantees for financing facilities availed by our Company and may
in the future provide additional guarantees and any failure or default by our Company to repay such facilities in accordance
with the terms and conditions of the financing agreements could trigger repayment obligations on them, which may impact
their ability to effectively service their obligations as our Promoters and Directors and thereby, adversely impact our business
35
 and operations.

Our Promoters have personally guaranteed the repayment of certain loan facilities taken by us. Our Promoters and Directors may
continue to provide such guarantees and other security post listing. In case of a default under our loan agreements, any of the
guarantees provided by our Promoters and Directors may be invoked, which could negatively impact the reputation and net worth
of our Promoters and Directors. In addition, our guarantors may be required to liquidate their shareholding in our Company to
settle the claims of the lenders, thereby diluting their shareholding in our Company.

Furthermore, in the event that our Promoters and Directors withdraw or terminate their guarantees, our lenders for such facilities
may ask for alternate guarantees, repayment of amounts outstanding under such facilities, or even terminate such facilities. We
may not be successful in procuring guarantees satisfactory to the lenders, and as a result 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, please see “Financial Indebtedness” on page 215.

29. Our Company will not receive any proceeds from the Offer for Sale. The Promoter Selling Shareholders will receive the net
proceeds from the Offer for Sale.

The Offer consists of a Fresh Offer and an Offer for Sale. The Promoter Selling Shareholders shall be entitled to the net proceeds
from the Offer for Sale, which comprise proceeds from the Offer for Sale net of Offer expenses shared by the Promoter Selling
Shareholders, and our Company will not receive any proceeds from the Offer for Sale. For further details, see “Capital Structure”
and “Objects of the Offer” on pages 60 and 75, respectively.

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

We need to enter into several related party transactions with our Promoters and entities forming a part of our Promoter Group. In
addition, we have in the past also entered into transactions with other related parties. We confirm that the transactions with Related
Parties entered into by our Company in the preceding three financial years have been carried out at arms’ length price and are in
compliance with the Companies Act and other applicable laws. Further, we confirm that the transactions are not prejudicial to the
interest of our Company. A summary of the related party transactions during the period ended September 30, 2024 and the Financial
Year 2024, 2023 and 2022 as per applicable Indian GAAP is derived from our Restated Financial Statements. For further details,
see “Restated Financial Information” on page 164.

While we believe that all our related party transactions have been conducted on an arm’s length basis, we cannot assure you that
we may not have achieved more favourable terms had such transactions been entered into with unrelated parties. There can be no
assurance that such transactions, individually or taken together, will not have an adverse effect on our business, prospects, results
of operations and financial condition, including because of potential conflicts of interest or otherwise. In addition, our business
and growth prospects may decline if we cannot benefit from our relationships with them in the future.

31. Our Company has not received the appropriate documentary evidence regarding the experience certificates and education
certificates of our Directors.

We have relied on the affidavit provided by our Director, Ms. Geeta Rani Panda, to verify her educational qualifications, as her
original certificates are untraceable. Similarly, for our Independent Directors, Mr. Lala Tarun Prakash Narayan and Mr. Amitesh
Sinha, we have accepted affidavits to verify their past work experiences. Consequently, our Company is dependent on these
affidavits for confirmation of the Directors' educational and professional backgrounds.

While these affidavits have been accepted in good faith, any future discrepancy or inability to independently verify the accuracy
of the information provided could pose a reputational and operational risk. If there be any material misrepresentation or
inaccuracy, it may affect the trust placed in the management of the Company, lead to potential legal or regulatory challenges,
and negatively impact our business and operations.

32. The average cost of acquisition of Equity Shares by our Promoters, are lower than the face value of Equity Share.

Our Promoter’s average cost of acquisition of Equity shares in our Company is lower than the Offer Price of Equity shares as
given below:

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 Sr. No. Name of Promoters No. of Equity Shares held Average Cost of Acquisition
per equity share (in ₹)*
1. Mr. Bibhu Datta Panda 70,69,440 10
2. Kajal Fashionwear Agency Private Limited 1,52,57,500 10
*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 Shares and
Shares allotted to them and as reduced by amount received on sell of shares i.e. net of sale consideration is divided by net quantity of shares acquired.

33. The Promoters and the Promoter Group will jointly continue to retain majority shareholding in our Company after the
offer, which will allow them to determine the outcome of the matters requiring the approval of shareholders.

After completion of the Issue, our Promoters and Promoter Group will collectively own a majority of the Equity Shares of our
Company. As a result, our Promoters 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 AoA. Such
a concentration of ownership may also have the effect of delaying, preventing or deterring a change in control of our Company.

In addition, our Promoters 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.

34. The Company has not placed orders of plant & machinery for our proposed object as specified in the Objects of the Offer.
Any delay in placing orders, procurement of plant & machinery may delay our implementation schedule and may also lead
to increase in price of these plant & machinery and equipment’s, further affecting our revenue and profitability.

We intend to use a part of the Net Proceeds towards funding capital expenditure towards purchase of additional plant and
machinery for usage in the existing manufacturing unit which will be used for manufacturing of LAM Coke. For further
information, refer “Objects of the Offer” on page 75. Our expansion plans remain subject to potential problems and uncertainties
including cost overruns or delays. Problems that could adversely affect our expansion plans include increased costs of equipment,
inadequate performance of the equipment and machinery to be installed at our manufacturing unit, delays in completion, the
possibility of unanticipated future regulatory restrictions, delays in receiving governmental, statutory and other regulatory
approvals, incremental pre- operating expenses, taxes and duties, interest and finance charges, working capital margin and other
external factors which may not be within the control of our management. There can be no assurance that the proposed expansions
will be completed as planned or on schedule, and if they are not completed in a timely manner, or at all, our budgeted costs may
be insufficient to meet our proposed capital expenditure requirements. If our actual capital expenditures significantly exceed our
budgets, or even if our budgets were sufficient to cover these projects, we may not be able to achieve the intended economic
benefits of these projects, which in turn may materially and adversely affect our financial condition, results of operations, cash
flows, and prospects. There can be no assurance that we will be able to complete the aforementioned expansion and additions in
accordance with the proposed schedule of implementation and any delay could have an adverse impact on our growth, prospects,
cash flows and financial condition.

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

We intend to use substantial portion of the Net Offer Proceeds towards setting up of additional manufacturing plant for LAM
Coke. We intend to deploy the Net Offer Proceeds in FY 2025 and FY 2026 and such deployment is based on certain assumptions
and strategy which our Company believes to implement in future. The funds raised from the Offer may remain idle on account
of change in assumptions, market conditions, strategy of our Company, etc., For further details on the use of the Offer Proceeds,
please refer chapter titled “Objects of the Offer” on page 75.

The deployment of funds for the purposes described above is at the discretion of our Company’s Board of Directors subject to
applicable laws. 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 chapter titled “Objects of the Offer” on
page 75, the Management will have significant flexibility in applying the proceeds received by our Company from the Offer,
subject to approval from Shareholders of the Company. Our Board of Directors will monitor the proceeds of this Offer.

37
36. We have not identified any alternate source of raising the funds required for the object of the Offer and the deployment of
funds is entirely at our discretion and as per the details mentioned in the section titled “Objects of the Offer”.

Our Company has not identified any alternate source of funding for our object of the Offer and hence any failure or delay on our
part to mobilize the required resources or any shortfall in the Offer proceeds can adversely affect our growth plan and
profitability. The delay/shortfall in receiving these proceeds could result in inadequacy of funds or may result in borrowing funds
on unfavourable terms, both of which scenarios may affect the business operation and financial performance of the company.
Further the deployment of the funds raised in the offer will be entirely at the discretion of the management and any revision in
the estimates may require us to reschedule our projected expenditure and may have a bearing on our expected revenues and
earnings. For further details of Please refer chapter titled “Object for the Offer” beginning on page 75.

37. Our success depends heavily upon our Promoter, Directors and Key Managerial Personnel for their continuing services,
strategic guidance and financial support. Our success depends heavily upon the continuing services of Promoter, Directors
and Key Managerial Personnel who are the natural person in control of our Company.

Our Promoter and Directors bring a wealth of experience to the business undertaken by our Company, which is instrumental in
driving our growth and success. Our Promoter, Mr. Bibhu Datta Panda, has a particularly extensive background in the industry,
having started his career in 2003 as a trader of imported minerals and coal. Over the years, he has gained deep insights into the
nuances of the market, building a solid foundation in the trading of raw materials that are critical to our operations. His transition
from trading to the manufacturing of Low Ash Metallurgical (LAM) Coke marked a significant evolution in his career. His vast
years of experience in both trading and manufacturing have equipped him with a comprehensive understanding of the entire
supply chain, from the procurement of raw materials to the production and distribution of finished products.

These individuals play a critical role in steering our Company, as they bring invaluable experience, industry knowledge, and
leadership to our operations. As the key decision-makers and natural persons in control of our Company, their continued
involvement is essential for the effective execution of our business strategies and for maintaining the stability and growth of our
enterprise.

Their insights and expertise are integral to navigating the complex challenges of our industry, making informed decisions, and
seizing opportunities that drive our success. Any disruption in their availability, whether due to unforeseen circumstances, health
issues, or other reasons, could have a significant impact on our ability to execute our business plans, adapt to market changes,
and sustain our competitive advantage.

Moreover, the Promoter, Directors, and Key Managerial Personnel also play a vital role in maintaining relationships with key
stakeholders, including customers, suppliers, and investors. Their reputation and personal connections are often closely linked
to the company's success, and any loss of their services could lead to a decline in stakeholder confidence, potentially affecting
our business operations and financial performance. The continued involvement of our Promoter, Directors, and Key Managerial
Personnel is crucial to our company’s success. Their leadership, experience, and strategic vision are indispensable, and any
disruption in their services could have significant repercussions on our business, financial condition, and overall prospects.

38. Our Promoter will continue jointly to retain majority control over our Company after the Offer, which will allow them to
determine the outcome of matters submitted to shareholders for approval.

Post this Offer, our Promoter will collectively own [●]% of our post offer equity share capital. As a result, our Promoter, together
with the members of the Promoter Group, will continue to exercise a significant degree of influence over Company 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, 2013 and our Articles of Association. Such a concentration of
ownership may also have the effect of delaying, preventing or deterring a change in control of our Company.

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 other 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.

39. We encounter competition from both domestic and international markets, and our inability to compete effectively could
materially and adversely affect our business and results of operations.

38
 In our line of business, competition is driven by several factors including pricing, customer relationships, product quality,
customization, and innovation. We face significant pricing pressures from customers who aim to produce their products at
competitive costs, as well as from competitors who may source raw materials at lower prices or offer more favourable pricing
terms. We cannot guarantee that we will always be able to meet these pricing pressures, which could negatively impact our
profitability.

Additionally, some of our competitors possess greater financial resources, advanced research and technological capabilities,
larger sales and marketing teams, and a more established market presence. These advantages may allow them to better identify
and respond to market trends, innovate more rapidly, and offer competitive pricing due to economies of scale. Moreover, their
ability to ensure consistent product quality and regulatory compliance could further challenge our position in the market.

If we are unable to effectively compete with these companies, our business, financial condition, and results of operations could
be adversely affected.

40. There is no monitoring agency appointed by Our Company to monitor the utilization of the Offer proceeds.

As per SEBI (ICDR) Regulations, 2018, as amended, appointment of monitoring agency is required only for Offer size above ₹
10,000.00 Lakhs. Hence, we have not appointed any monitoring agency to monitor the utilization of Offer proceeds. However,
the audit committee of our Board will monitor the utilization of Offer proceeds in terms of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. Further, our Company shall inform about material deviations in the utilization of
Offer proceeds to the stock exchange and shall also simultaneously make the material deviations / adverse comments of the audit
committee public.

41. Any future issuance of Equity Shares may dilute your shareholdings, and sale of the Equity Shares by our major shareholders
may adversely affect the trading price of our Equity Shares.

Our growth is dependent on having a strong balance sheet to support our activities. In addition to the internally generated cash
flow, we may need other sources of financing to meet our capital needs which may include entering into new debt facilities with
lending institutions or raising additional equity in the capital markets. We may need to raise additional capital from time to time,
depending on business conditions. The factors that would require us to raise additional capital could be business growth beyond
what the current balance sheet can sustain; additional capital requirements imposed due to changes in regulatory regime or
significant depletion in our existing capital base due to unusual operating losses. Any fresh offer of shares or convertible
securities would dilute existing holders, and such issuance may not be done at terms and conditions, which are favorable to the
then existing shareholders of our Company. If our Company decides to raise additional funds through the incurrence of debt, our
interest obligations will increase, and we may be subject to additional covenants, which could further limit our ability to access
cash flows from our operations. Such financings could cause our debt-to-equity ratio to increase or require us to create charges
or lines on our assets in favour of lenders. We cannot assure you that we will be able to secure adequate financing in the future
on acceptable terms, in time, or at all. Our failure to obtain sufficient financing could result in the delay or abandonment of our
expansion plans. Our business and future results of operations may be affected if we are unable to implement our expansion
strategy.

Any issuance of Equity Shares by our Company may dilute the shareholding of investors in our Company; and hence affect the
trading price of our Company’s Equity Shares and its ability to raise capital through an issue of its securities. In addition, any
perception by investors that such issuances or sales might occur could also affect the trading price of our Company’s Equity
Shares. Additionally, the disposal, pledge or encumbrance of Equity Shares by any of our Company’s major shareholders, or the
perception that such transactions may occur may affect the trading price of the 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.

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

We may retain all our future earnings, if any, for use in the operations and expansion of our business. As a result, we may not
declare dividends in the foreseeable future. Any future determination as to the declaration and payment of dividends will be at
the discretion of our Board of Directors and will depend on factors that our Board of Directors deem relevant, including among
others, our results of operations financial condition, cash requirements, business prospects and any other financing arrangements.
39
 Additionally, we may not be permitted to declare any dividends under the loan financing arrangement that our Company may
enter into future, if there is a default under such loan agreements or unless our Company has paid all the dues to the lender up to
the date on which the dividend is declared or paid or has made satisfactory provisions thereof. Accordingly, realization of a gain
on 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.

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

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

44. Certain data mentioned in this Draft Prospectus has not been independently verified

We have not independently verified data from industry publications contained herein and although we believe these sources to
be reliable, we cannot assure that they are complete or reliable. Such data may also be produced on a different basis from
comparable information compiled with regard to other countries. Therefore, discussions of matters relating to India and its
economy are subject to the limitation that the statistical and other data upon which such discussions are based have not been
verified by us and may be incomplete or unreliable.

45. QIBs and Non-Institutional Applicants are not permitted to withdraw or lower their Applications (in terms of quantity of
Equity Shares or the Application Amount) at any stage after submitting a Application and Retail Individual Investors are not
permitted to withdraw their Applications after Offer Closing Date.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Applicants are not permitted to withdraw or lower their
Applications (in terms of quantity of Equity Shares or the Application Amount) at any stage after submitting a Application.
Retail Individual Applicants can revise their applications during the Offer Period and withdraw their applications until Offer
Closing Date. While we are required to complete Allotment, listing and commencement of trading pursuant to the Offer within
three (3) Working Days from the Offer Closing Date, events affecting the Applicants’ decision to invest in our Equity Shares,
including adverse changes in international or national monetary policy, financial, political or economic conditions, our business,
results of operations, cash flows and financial condition may arise between the date of submission of the Application and
Allotment, listing and commencement of trading. We may complete the Allotment, listing and commencement of trading of our
Equity Shares even if such events occur and such events may limit the Applicants’ ability to sell our Equity Shares Allotted
pursuant to the Offer or may cause the trading price of our Equity Shares to decline on listing. Retail Individual Investors can
revise their applications during the Offer Period and withdraw their applications until Offer Closing Date. While our Company
is required to complete all necessary formalities for listing and commencement of trading of the Equity Shares on all Stock
Exchanges where such Equity Shares are proposed to be listed including Allotment pursuant to the Offer within three Working
Days from the Offer Closing Date, events affecting the Applicants’ decision to invest in the Equity Shares, including material
adverse changes in international or national monetary policy, financial, political or economic conditions, our business, results of
operations or financial condition may arise between the date of submission of the and Allotment. Our Company may complete
the Allotment of the Equity Shares even if such events occur, and such events limit the Applicants’ ability to sell the Equity
Shares Allotted pursuant to the Offer or cause the trading price of the Equity Shares to decline on listing.

46. In the past, there have been discrepancies in fillings with the Registrar of Companies (RoC) and other non-compliance under
the companies act, which may result in penalties.

There have been some discrepancies and errors in our statutory filings with the Registrar of Companies (RoC) and other
compliance requirement under the Companies Act, 1956. The Form-2 for allotment of equity shares upon conversion of
40
 redeemable of preference shares dated December 21, 2009 is non-traceable and there was delay in filing Certain forms with the
RoC.

While our Company has not yet faced any regulatory actions, fines, or penalties for these lapses, we cannot guarantee that such
measures will not be imposed in the future. Additionally, we cannot ensure that similar non-compliances will not occur again.
If regulatory authorities impose penalties or take actions against our Company or its directors/officers, it could adversely affect
our business and financial condition.

CSR Provision of the Companies Act, 2013 was applicable to our Company w.e.f. FY 2021. Our Company has spent amount of
₹ 29.68 Lakhs, ₹ 42.45 Lakhs, ₹ 16.00 Lakhs and ₹ 23.00 Lakhs in the period ended September 30, 2024 and the FY 2022, FY
2023 and FY 2024 towards CSR activities under the term of the relevant provision of the Companies Act, 2013. Though, our
Company has time to time spent the said amount but had not complied with provision of formation of CSR Committee and
adoption of CSR Policy. The CSR Committee was formed by the Company w.e.f. July 5, 2024 and adoption of CSR Policy
w.e.f. July 05, 2024. Although No show cause notice has been received by our Company till date and no penalty or fine has been
imposed by any regulatory authority in respect to the same. It cannot be assured, that there will not be such instances in the
future, or our Company will not commit any further delays or defaults in relation to its reporting requirements, or any penalty
or fine will not be imposed by any regulatory authority in respect to the same. The happening of such event may cause a material
effect on our results of operations and financial position.

47. Excessive dependence on New India Co-op Bank Limited, HDFC Bank Limited and Indian Bank in respect of loan facilities
obtained by our Company.

Our company has been sanctioned credit facilities by New India Co-op Bank Limited, HDFC Bank Limited and Indian Bank
and the Company is dependent on such facility for meeting its working capital requirements and other funding requirements.
Any default under such arrangement with such lender may create problem for operation of the Company, which may affect the
financial stability of the Company. At the same time this may result into difficulty in arranging for funds for re-payment and
may also adversely affect the financial position of the Company. For further details regarding loans availed by our Company,
please refer “Financial Indebtedness” on page 215.

48. Our Logo registration status is currently under process. Failure to obtain the trademark registration could lead
to difficulties in identification or mistaken association if the trademark is not officially registered under our name. This could
potentially result in brand confusion, loss of market recognition, and legal challenges regarding the use of our logo.

The risk pertains to the current status of our trademark logo, which is under registration process. If we fail to secure the trademark
registration, it poses several potential challenges and implications for our brand identity and legal standing. Firstly, without a
registered trademark, we lack the legal protection and exclusive rights associated with owning the trademark. This means that
other entities could potentially use a similar or identical logo, leading to brand confusion among consumers. Customers may
struggle to distinguish our products or services from those of competitors, resulting in a loss of market share and revenue.
Moreover, not having our trademark registered under our name opens the door to possible trademark infringement issues. If
another entity registers a similar trademark before us, they could legally prevent us from using our own logo. This scenario not
only undermines our brand recognition but also puts us at a disadvantage in the marketplace. Additionally, the absence of a
registered trademark could hinder our ability to enforce our intellectual property rights. Without a legally recognized trademark,
it becomes more challenging to take legal action against unauthorized use or infringement of our logo. This leaves us vulnerable
to exploitation by third parties seeking to capitalize on our brand reputation without permission. Overall, the failure to obtain
trademark registration poses significant risks to our brand identity, market positioning, and legal standing.

EXTERNAL RISKS:

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

Our business and financial performance could be adversely affected by changes in law or interpretations of existing, or the
promulgation of new, laws, rules and regulations in India applicable to us and our business. There can be no assurance that the
central or the state governments in India may not implement new regulations and policies which will require us to obtain
approvals and licenses from the central or the state governments in India and other regulatory bodies or impose onerous
41
 requirements and conditions on our operations. Any such changes and the related uncertainties with respect to the
implementation of the new regulations may have a material adverse effect on all our business, financial condition and results of
operations. Any such future amendments may affect our overall tax efficiency and may result in significant additional taxes
becoming payable. Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in,
governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent
may be time consuming as well as costly for us to resolve and may affect the viability of our current business or restrict our
ability to grow our business in the future.

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

Under current Indian tax laws, capital gains arising from the sale of equity shares within 12 months in an Indian company are
classified as short-term capital gains and generally taxable. Any gain realized on the sale of listed equity shares on a stock
exchange that are held for more than 12 months is considered as long-term capital gains and is taxable at 12.50%, in excess of
Rs. 1,25,000 as per the Finance Bill 2024. Any long-term gain realized on the sale of equity shares, which are sold other than on
a recognized stock exchange and on which no STT has been paid, is also subject to tax in India. Capital gains arising from the
sale of equity shares are exempt from taxation in India where an exemption from taxation in India is provided under a treaty
between India and the country of which the seller is resident. Generally, Indian tax treaties do not limit India’s ability to impose
tax on capital gains. As a result, residents of other countries may be liable to pay tax in India as well as in their own jurisdiction
on a gain on the sale of equity shares.

3. Political, economic or other factors that are beyond our control may have an adverse effect on our business and results of
operations.

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

The Government of India has traditionally exercised, and continues to exercise, a significant influence over many aspects of the
economy. Any political instability in India may adversely affect the Indian securities markets in general, which could also
adversely affect the trading price of our Equity Shares. Any political instability could delay the reform of the Indian economy
and could have a material adverse effect on the market for our Equity Shares. There can be no assurance to the investors that
these liberalization policies will continue under the newly elected government. Protests against privatization could slow down
the pace of liberalization and deregulation. The rate of economic liberalization could change, and specific laws and policies
affecting companies in the industrial equipment manufacturing sectors, foreign investment, currency exchange rates and other
matters affecting investment in our securities could change as well. A significant change in India’s economic liberalization and
deregulation policies could disrupt business and economic conditions in India and thereby affect our business.

4. 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.

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 company 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 on our workforce and operations, the operations of our customers, and those of
our respective service providers. 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.

42
 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.

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.

5. Terrorist attacks or war or conflicts involving India or other countries could adversely affect consumer and business
sentiment and the financial markets and adversely affect our business.

Terrorist attacks and other acts of violence or war may adversely affect global equity markets and economic growth as well as
the Indian economy and stock markets. Such acts negatively impact business and economic sentiment, which could adversely
affect our business and profitability. Also, India has from time to time experienced, and continues to experience, social and civil
unrest and hostilities with neighboring countries. Armed conflicts could disrupt communications and adversely affect the Indian
economy. Such events could also create a perception that investments in Indian companies involve a high degree of risk. This,
in turn, could have a material adverse effect on the market for securities of Indian companies, including our Equity Shares. The
consequences of any armed conflicts are unpredictable and we therefore may not be able to foresee events that could have an
adverse effect on our business.

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

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

7. The extent and reliability of Indian infrastructure could adversely affect our Company’s results of operations and financial
condition.

India’s physical infrastructure is in developing phase compared to that of many developed nations. Any congestion or disruption
in its port, rail and road networks, electricity grid, communication systems or any other public facility could disrupt our
Company’s normal business activity. Any deterioration of India’s physical infrastructure would harm the national economy,
disrupt the transportation of goods and supplies, and add costs to doing business in India. These problems could interrupt our
Company’s business operations, which could have an adverse effect on its results of operations and financial condition.

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

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

43
9. Instability in financial markets could materially and adversely affect our results of operations and financial condition.

The Indian economy and financial markets are significantly influenced by worldwide economic, financial and market conditions.
Any financial turmoil, especially in the United States of America or Europe, may have a negative impact on the Indian economy.
Although economic conditions differ in each country, investors’ reactions to any significant developments in one country can
have adverse effects on the financial and market conditions in other countries. A loss in investor confidence in the financial
systems, particularly in other emerging markets, may cause increased volatility in Indian financial markets. The global financial
turmoil, an outcome of the sub-prime mortgage crisis which originated in the United States of America, led to a loss of investor
confidence in worldwide financial markets. Indian financial markets have also experienced the contagion affect of the global
financial turmoil, evident from the sharp decline in SENSEX, BSE’s benchmark index. Any prolonged financial crisis may have
an adverse impact on the Indian economy and us, thereby resulting in a material and adverse effect on our business, operations,
financial condition, profitability and price of our Equity Shares.

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

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

11. Government regulation of foreign ownership of Indian securities may have an adverse effect on the price of the Equity
Shares.

Foreign ownership of Indian securities is subject to government regulation. Under foreign exchange regulations currently in
affect in India, transfer 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 rupees
proceeds from the 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 authorities. There can be no assurance that any approval required from
the RBI or any other government agency can be obtained.

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

The performance and growth of our business are necessarily dependent on economic conditions prevalent in India, which may
be materially and adversely affected by center or state political instability or regional conflicts a general rise in interest rates,
inflation, and economic slowdown elsewhere in the world or otherwise. There have been periods of slowdown in the economic
growth of India. India’s economic growth is affected by various factors including domestic consumption and savings, balance
of trade movements, namely export demand and movements in key imports (oil and oil products), global economic uncertainty
and liquidity crisis, volatility in exchange currency rates and annual rainfall which affects agricultural production. Any continued
or future slowdown in the Indian economy or a further increase in inflation could have a material adverse effect on the price of
our raw materials and demand for our products and, as a result, on our business and financial results. The Indian financial market
and the Indian economy are influenced by economic and market conditions in other countries, particularly in emerging market
in Asian countries. Financial turmoil in Asia, Europe, the U.S. and elsewhere in the world in recent years has affected the Indian
economy. A loss in investor confidence in the financial systems of other emerging markets may cause increased volatility in
Indian financial markets and, indirectly, in the Indian economy in general. Any worldwide financial instability, including the
financial crisis and fluctuations in the stock markets in China and further deterioration of credit conditions in the U.S. or
European markets, could also have a negative impact on the Indian economy. Financial disruptions may occur again and could
harm our business and financial results.

13. 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
44
 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.

14. Changing laws, rules and regulations and legal uncertainties in India, including adverse application of tax laws and
regulations, 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 118 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.

15. The Equity Shares have never been publicly traded, and the Offer may not result in an active or liquid market for the Equity
Shares. Further, the price of the Equity Shares may be volatile, and you may be unable to resell the Equity Shares at or above
the Offer Price.

Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market on the Indian Stock
Exchanges may not develop or be sustained after the Offer. Listing and quotation do not guarantee that a market for the Equity
Shares will develop, or if developed, there will be liquidity of such market for the Equity Shares. The Offer Price of the Equity
Shares may bear no relationship to the market price of the Equity Shares after the Offer. The market price of the Equity Shares
after the Offer can be volatile as a result of several factors beyond our control, including volatility in the Indian and global
securities markets, our results of operations, the performance of our competitors, developments in the Indian and global machine
tools industry, changing perceptions in the market about investments in this sector in India, investor perceptions of our future
performance, adverse media reports about us or our sector, changes in the estimates of our performance or recommendations by
financial analysts, significant developments in India’s economic liberalisation and deregulation policies, and significant
developments in India’s fiscal regulations. In addition, the Stock Exchanges may experience significant price and volume
45
 fluctuations, which may have a material adverse effect on the market price of the Equity Shares. General or industry-specific
market conditions or stock performance or domestic or international macroeconomic and geopolitical factors unrelated to our
performance may also affect the price of the Equity Shares. In particular, the stock market as a whole in the past has experienced
extreme price and volume fluctuations that have affected the market price of many companies in ways that may have been
unrelated to the companies’ operating performances. For these reasons, investors should not rely on recent trends to predict
future share prices, results of operations or cash flow and financial condition.

16. 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.

17. The sale of Equity Shares by our Promoters in future may adversely affect the market price of the Equity Shares.

After the completion of the Offer, our Promoters will still own a significant percentage of our issued Equity Shares. The sale of
a large number of the Equity Shares by our Promoters could adversely affect the market price of the Equity Shares. Similarly,
the perception that any such primary or secondary sale may occur, could adversely affect the market price of the Equity Shares.
No assurance may be given that our Promoters will not dispose of, pledge or encumber their Equity Shares in the future.

18. There is no guarantee that our Equity Shares will be listed on SME Platform of BSE Limited in a timely manner or at all.

There is no guarantee that our Equity Shares will be listed on the SME Platform of BSE Limited in a timely manner or at all. In
accordance with Indian law, permission for listing and trading of our Equity Shares will not be granted until after certain actions
have been completed in relation to this Offer and until Allotment of Equity Shares pursuant to this Offer. In accordance with
current regulations and circulars issued by SEBI, our Equity Shares are required to be listed on SME Platform of BSE 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.

46
 SECTION IV – INTRODUCTION

THE OFFER

Equity Shares Offered (1) Up to 66,00,000 Equity Shares of face value of ₹ 10 /- each fully-paid up for cash at a price
Present Offer of Equity Shares of ₹ [●] per Equity Share aggregating ₹ [●] Lakhs
by our Company(2)
The Offer consists of:
Fresh Offer Up to 26,00,000 Equity Shares of face value of ₹ 10/- each fully-paid up for cash at a price
of ₹ [●] per Equity Share aggregating ₹ [●] Lakhs
Offer for Sale (3) Up to 40,00,000 Equity Shares of face value of ₹ 10 /- each fully-paid up for cash at a price
of ₹ [●] per Equity Share aggregating ₹ [●] Lakhs
Of which:
Offer Reserved for the Market Up to [●] Equity Shares of face value of ₹ 10 /- each fully-paid up for cash at a price of ₹
Maker [●] per Equity Share aggregating ₹ [●] Lakhs
Up to [●] Equity Shares of face value of ₹ 10 /- each fully-paid up for cash at a price of ₹
[●] per Equity Share aggregating ₹ [●] Lakhs
Net Offer to Public Of which (4):
Up to [●] Equity Shares of having face value of ₹ 10 /- each fully paid-up for cash at a price
of ₹ [●] per Equity Share will be available for allocation for Investors of up to ₹ 2.00 Lakhs
Up to [●] Equity Shares of having face value of ₹ 10 /- each fully paid-up for cash at a price
of ₹ [●] per Equity Share will be available for allocation for Investors of above ₹ 2.00 Lakhs
Equity shares outstanding prior 2,23,27,000 Equity Shares of face value of ₹ 10/- each fully paid-up
to the Offer
Equity shares outstanding after Up to [●] Equity Shares of face value of ₹ 10/- each fully paid-up
the Offer
Use of Net Proceeds Please refer to the chapter titled “Objects of the Offer” beginning on page 75
Notes:
(1) This Offer is being made in terms of Chapter IX of the SEBI ICDR Regulations, as amended from time to time.
(2) The present Offer has been authorized pursuant to a resolution of our Board dated August 10, 2024 and by Special Resolution passed under Section 28 and
62(1)(c) of the Companies Act, 2013 at an Extra Ordinary General Meeting of our Shareholders held on September 4, 2024.
(3) The Selling Shareholders have confirmed and approved their portion in the Offer for Sale as set out below:

Investor Selling Shareholder Number of Equity Shares Date of resolution passed by Date of authorizing Offer
Offered the Selling Shareholder for Sale by our Company
Kajal Fashionwear Agency Up to 40,00,000 Equity Shares September 2, 2024 September 16, 2024
Private Limited of face value of ₹ 10/- each
fully-paid up
(4) The allocation in the net Offer to the public category shall be made as per the requirements of Regulation 253(2) of SEBI ICDR Regulations, as amended
from time to time, which reads 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 clauses (a) or (b) may be allocated to applicants in the other category.
Explanation - For the purpose of Regulation 253(2), if the Retail Individual Investors category is entitled to more than fifty per cent of the Offer size
on a proportionate basis, the Retail Individual Investors shall be allocated that higher percentage.
For further details please refer to the chapter titled “Offer Structure” beginning on page no. 251.

47
 SUMMARY OF FINANCIAL INFORMATION

The following tables set forth summary of financial information derived from the Restated Financial Statements. The Restated
Financial Statements has been prepared, based on Consolidated financial statements for the period ended September 30, 2024 and
the Financial year ended March 31, 2024, March 31, 2023 and March 31, 2022. The Restated Financial Statements have been
prepared in accordance with Indian GAAP and the Companies Act, restated in accordance with the SEBI ICDR Regulations and are
presented in the section entitled "Financial Information" on page 161.

The summary of financial information presented should be read in conjunction with the chapters titled "Restated Financial
Statement" and "Management’s Discussion and Analysis of Financial Condition and Results of Operations" on pages 164 and
203 respectively.

[The remainder of this page has been intentionally left blank]

48
 Summary of Consolidated Restated Balance Sheet
(₹ in Lakh)
As at As at As at As at
Particulars 30-Sept-2024 31-Mar-2024 31-Mar-2023 31-Mar-2022
A. EQUITY AND LIABILITIES
1 Shareholders’ funds
(a) Share capital 2,232.70 2,232.70 2,232.70 2,232.70
(b) Reserves and surplus 4,787.08 4,195.41 2,613.60 1,131.91
(c) Money received against share warrants - - - -
7,019.78 6,428.11 4,846.30 3,364.61
2 Minority Interest (0.00) (0.00) (0.00) (0.00)
3 Share application money pending allotment - - - -
4 Non-current liabilities
(a) Long-term borrowings 522.68 609.00 738.90 326.70
(b) Deferred tax liabilities (net) 83.84 78.09 75.82 89.00
(c) Other long-term liabilities - - - -
(d) Long-term provisions - - - -
606.52 687.09 814.72 415.70
5 Current liabilities
(a) Short-term borrowings 1,957.66 2,004.81 1,144.78 680.51
(b) Trade payables
(i) Total outstanding dues of micro enterprises and small 8.16 7.08 14.31 -
(ii) Total outstanding dues of creditors other than micro 4,024.19 2,060.14 2,107.09 3,151.96
enterprises and small enterprises
(c) Other current liabilities 890.95 202.00 394.37 815.65
(d) Short-term provisions 294.99 60.03 - 38.54
7.175.95 4,334.06 3,660.55 4,686.67
TOTAL 14,802.26 11,449.26 9,321.57 8,466.98
B. ASSETS
1 Non-current assets
(a) Property, Plant and Equipment and
Intangible assets
(i) Property, Plant and Equipment 2,835.51 2,984.22 2,604.88 2,004.16
(ii) Intangible assets - -
(iii) Capital work-in-progress 964.43 964.43 397.94 416.63
(iv) Intangible assets under development
3,799.94 3,948.65 3,002.81 2,420.78
(b) Non-current investments 5.07 5.07 9.39 9.39
(c) Deferred tax assets (net) - - - -
(d) Long-term loans and advances 187.22 180.96 388.93 697.15
(e) Other non-current assets - - - -
3,992.23 4,134.68 3,401.14 3,127.32
2 Current assets
(a) Current investments - - - -
(b) Inventories 3,118.39 2,841.83 2,890.49 1,775.28
(c) Trade receivables 4,987.75 2,177.91 537.07 549.18
(d) Cash and cash equivalents 424.93 439.18 1,075.94 2,632.48
(e) Short-term loans and advances 2,273.30 1,852.34 1,416.93 382.72
(f) Other current assets 5.66 3.32 - -
10,810.03 7,314.58 5,920.43 5,339.66
TOTAL 14,802.26 11,449.26 9,321.57 8,466.98

49
 Summary of Consolidated Restated Profit & Loss Account

(₹ in Lakh)
Particulars For the For the Year For the Year For the Year
period ended Ended Ended Ended
30-Sept-2024 31-Mar-2024 31-Mar-2023 31-Mar-2022
1 Revenue from operations (Net of taxes) 9,898.07 26510.68 26,621.02 19,919
2 Other income 19.99 201.97 224.96 139.00
3 Total Income (1+2) 9,918.06 26,712.65 26,845.98 20,058.30

4 Expenses
(a) Cost of materials consumed 8,303.31 22,592.13 23,499.23 16,258.33
(b) Purchases of stock-in-trade - - - -
(c) Changes in inventories of finished goods, work-
in-progress and stock-in-trade (270.45) (333.83) (1,094.81) (172.42)
(d) Power & Fuel Expenses 86.05 240.14 231.64 242.06
(e) Direct Expenses 343.93 931.86 1,068.02 789.96
(f) Employee benefits expense 83.74 231.14 269.60 176.67
(g) Finance costs 213.86 485.78 408.94 336.66
(h) Depreciation and amortisation expense 149.51 370.02 354.54 297.37
(i) Other expenses 206.90 553.16 640.31 870.09
5 Total expenses 9,116.87 25,070.39 25,377.48 18,798.72

6 Profit / (Loss) before exceptional and extraordinary 801.19 1,642.25 1,468.50 1,259.58
items and tax (3 - 5)
7 Exceptional items - - - -
8 Profit / (Loss) before extraordinary items and tax (6 + 801.19 1,642.25 1,468.50 1,259.58
7)
9 Extraordinary items - - - -
10 Profit / (Loss) before tax (8 + 9) 801.19 1,642.25 1,468.50 1,259.58
11 Tax expense:
(a) Current tax expense for current year
(b) (Less): MAT credit
203.77 58.17 - 11.95
(c) Current tax expense relating to prior years
- - - -
(d) Net current tax expense
- - - -
(e) Deferred tax Expenses /(Income)
203.77 58.17 - 11.95
(f) Total Income Tax (Current tax+Deferred tax)
5.75 2.27 (13.18) (10.79)
209.53 60.44 (13.18) 1.16

12 Profit / (Loss) for the period from continuing

operations (10 - 11) 591.67 1,581.81 1,481.68 1,258.42
13 Profit/(Loss) from discontinuing operations - - - -
14 Tax expense of discontinuing operations - - - -
15 Profit/(Loss) from Discontinuing operations (after - - - -
tax) (13-14)
16 Profit/(Loss) for the period (12+15) 591.67 1,581.81 1,481.68 1,258.42
17 EARNINGS PER
EQUITY SHARE
Basic 2.65 7.08 6.64 5.64
Diluted 2.65 7.08 6.64 5.64
No. of shares used in computing earnings per share
Basic 223.27 223.27 223.27 223.27
Diluted 223.27 223.27 223.27 223.27

50
 Summary of Consolidated Restated Cash Flows
(₹ in Lakh)
Period Year Year Year
PARTICULARS ended Ended on Ended on Ended on
30.09.202 31.03.202 31.03.202 31.03.202
4 4 3 2
(A) CASH FLOW FROM OPERATING ACTIVITIES:
(1) Net Profit after Taxation 591.67 1,581.81 1,481.68 1,258.42
Add/(Less): Adjustment for:
(i) Deferred Expenses Written Off 5.75 2.27 (13.18) (10.79)
(ii) Depreciation 149.51 370.02 354.54 297.37
(iii) Interest & Financial Expenses 213.86 485.78 408.94 336.66
(iv) Provision for Taxation 203.77 58.17 - 11.95
(v) Interest Received (19.99) (201.97) (224.96) (139.00)
(vi) Other Non-operating income - - - -
(2) Operating Profit before working Capital Change 1,144.58 2,296.09 2,007.01 1,754.61
Add/(Less) : Decrease / (Increase) in Current &
Long Term Operating Assets
(i) Inventory (276.55) 48.66 (1,115.21) (1,068.01)
(ii) Sundry Debtors (2,809.83) (1,640.85) 12.11 114.32
(iii) Short Term Loans and Advances (420.97) (435.41) (1,034.21) 368.86
(iv) Other Current Asset (2.34) (3.32) - 1.66

Add/(Less) : Increase/(Decrease) in Current & Long

Term Operating Liabilities
(i) Trade payables 1,965.12 (54.17) (1,030.57) 1,325.87
(ii) Other Current Liabilities 688.95 (192.37) (421.28) 333.45
(iii) Short term provision 31.19 1.86 (38.54) 19.55
(iv) Other Long-term Liabilities - - - -
(3) Cash Generation from Operation 320.15 20.48 (1,620.68) 2,850.30
Income Tax Paid - - - (11.95)
(4) Net Cash Flow from Operating Activities 320.15 20.48 (1,620.68) 2,838.34
Subtotal (A)
(B) CASH FLOW FROM INVESTING ACTIVITIES:
(i) Purchase of Fixed Assets (0.82) (1,315.85) (936.56) (647.35)
(ii) Interest Received 19.99 201.97 224.96 139.00
(iii) Long-term loans and advances (6.26) 207.97 308.22 (648.98)
(iv) Purchase Of Investments - 4.32 - (9.39)
Subtotal (B) 12.91 (901.60) (403.38) (1,166.71)
(C) CASH FLOW FROM FINANCING ACTIVITIES:
(i) Increase/ (Decrease) of Secured Loan (Net off w/off) (133.46) 730.13 412.20 (144.55)
(ii) Increase/ (Decrease) of Unsecured Loan 0.00 0.00 - -
(iii) Interest & Financial Expenses (213.86) (485.78) (408.94) (336.66)
(iv) Short Term Borrowings (net) - - 464.27 598.83
Subtotal (C) (347.32) 244.35 467.53 117.62
Net Increase in Cash & Cash Equivalent Total [A+B+C]: (14.26) (636.76) (1,556.53) 1,789.25
Cash & Cash Equivalent at the Beginning of the Period: 439.18 1,075.94 2,632.48 843.23
Cash & Cash Equivalent at the End of the Year: 424.93 439.18 1,075.94 2,632.48

51
 GENERAL INFORMATION

Our Company was originally incorporated as “Company Limited by Shares” under the name “Nilachal Carbo Metalicks Private
Limited” under the provisions of the Companies Act, 1956 and the Certificate of Incorporation was issued by Registrar of
Companies, Cuttack, on February 13, 2003, vide certificate of incorporation bearing CIN U23101OR2003PTC007061. Pursuant to
a special resolution passed by our Shareholders in the Extra-Ordinary General Meeting held on November 30, 2023, our Company
was converted from a private limited company to public limited company and consequently, the name of our Company was changed
to “Nilachal Carbo Metalicks Limited” and a fresh certificate of incorporation dated February 07, 2024 was issued to our Company
by the Registrar of Companies, Cuttack, The Corporate Identification Number of our Company is U23101OR2003PLC007061. For
details of change in registered office of our Company, please refer to chapter titled “History and Corporate Matters” beginning on
page no. 77 .

BRIEF INFORMATION ON COMPANY AND ISSUE

Particulars Details
Name of Issuer Nilachal Carbo Metalicks Limited
Registered Office N/4 – 158 IRC Village, Bhubaneswar-751015, Odisha, India.
Telephone No. +91 06742551375
Website https://nilachalcoke.com/
Date of Incorporation February 13, 2003
Company Identification Number U23101OR2003PLC007061
Company Registration Number 007061
Company Category Company Limited by Shares
Registrar of Company ROC – Cuttack
Address of the ROC ROC-cum-Official Liquidator, Ministry of Corporate Affairs, Corporate Bhawan,
2nd & 3rd Floor, Plot No-9(P), Sector-1, CDA, Cuttack-753014, Odissa
Mr. Haraprasad Rout
Nilachal Carbo Metalicks Limited
Company Secretary andCompliance Address: N/4 – 158 IRC Village, Bhubaneswar-751015, Odisha, India.
Officer Telephone No.: +91 9438843962;
Website: https://nilachalcoke.com;
E-Mail: secretarial@nilachalcoke.com
Designated Stock Exchange SME Platform of BSE Limited
Address: 25th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400 001,
Maharashtra, India.

Investor Grievances:

Investors may contact the Company Secretary and Compliance Officer or the Registrar to the Offer in case of any Pre-Offer or Post-
Offer related grievances including non-receipt of letters of Allotment, non-credit of Allotted Equity Shares in the respective
beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic mode, etc. for all Offer related queries and
for redressal of complaints, investors may also write to the Lead Manager.

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

All grievances relating to the ASBA process may be addressed to the Registrar to the Offer with a copy to the relevant SCSB or the
member of the Syndicate if the application was submitted to a member of the Syndicate at any of the Specified Locations, or the
Registered Broker if the application was submitted to a Registered Broker at any of the Brokers Centres, as the case may be, quoting
the full name of the sole or first Applicant, Application Form number, address of the applicant, Applicant’s DP ID, Client ID, PAN,
number of Equity Shares applied for, date of Application Form, name and address of the member of the Syndicate or the Designated
Branch or the Registered Broker or address of the RTA or address of the DP, as the case may be, where the Application was

52
submitted, and the ASBA Account number in which the amount equivalent to the application Amount was blocked.

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

All grievances relating to applications submitted through the Registered Broker and/or a stock broker may be addressed to the BSE
with a copy to the Registrar to the Offer.

In terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/22, dated February 15, 2018, any ASBA Applicant whose
Application has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal
of the same by the concerned SCSB within 3 months of the date of listing of the Equity Shares. In terms of the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SCSBs are required to compensate the investor immediately on the
receipt of complaint. Further, the LM are required to compensate the investor for delays in grievance redressal from the date on
which the grievance was received until the actual date of unblock.

BOARD OF DIRECTORS OF OUR COMPANY

The following table sets out details regarding our Board as on the date of filing of this Draft Prospectus consists of:

Sr. Name Designation Address DIN

No.
1. Mr. Bibhu Datta Managing Director Plot-73/353, Jayadev Vihar, Near Bishupriya Apartment, 01579026
Panda R.R.L, Regional Research Laboratory S.O., Khordha
751013, Odisha, India.
2. Mrs. Geeta Rani Non-Executive Plot-74/353, Jayadev Vihar, Near Bishupriya Apartment, 03283801
Panda Director R.R.L, Regional Research Laboratory S.O., Khordha
751013, Odisha, India.
3. Mr. Rishiraj Panda Whole-time Plot-74/353 Jaydev Vihar, Near Bishnupriya Apartment, 08681002
Director Regional Research Laboratory S.O, Khordha 751013,
Odisha, India.
4. Mr. Jyotiranjan Rath Independent House no. 147, Pristine Green, Pokhariput, Aerodrome 10221585
Director Area, Bhubaneswar 751020, Odisha, India.
5. Mr. Amitesh Sinha Independent Lotus Apartment, B-301, Bariatu Road, Near Army School, 10421163
Director Bariatu, Ranchi 834009, Jharkhand, India.
6. Mr. Lala Tarun Independent Plot no. 10-4D/907, CDA, Sector-10, Cuttack Sadar, Avinab 10397955
Prakash Narayan Director Bidanasi, Cuttack 753014, Odisha, India.

For further details pertaining to the education qualification and experience of our directors, please refer the chapter titled “Our
Management” beginning on Page no. 137.

53
 DETAILS OF KEY MARKET INTERMEDIARIES PERTAINING TO THIS OFFER AND OUR COMPANY
LEAD MANAGER TO THE OFFER REGISTRAR TO THE OFFER

Sun Capital Advisory Services Private Limited KFin Technologies Limited

Address: 302, 3rd Floor, Kumar Plaza, Near Kalina Market, Address: Selenium Tower-B, Plot 31 & 32, Gachibowli,
Kalina Kurla Road, Santacruz East, Mumbai 400029, Financial District, Nanakramguda, Serilingampally,
Maharashtra, India Hyderabad 500032,
Tel No: 022 6178 6000 Telangana, India
E-mail: kinnari@suncapital.co.in Tel No: +91 40 6716 2222
Website: www.suncapitalservices.co.in Contact Person: Mr. M Murali Krishna
Investor Grievance Email Id: E-mail: ncml.ipo@kfintech.com
investorgrievance@suncapital.co.in Investor Grievance Email Id: einward.ris@kfintech.com
Contact Person: Ms. Kinnari Mehta Website: www.kfintech.com
SEBI Registration Number: INM000012591 SEBI Registration No.: INR000000221
STATUTORY & PEER REVIEW AUDITORS OF THE LEGAL ADVISOR TO THE OFFER
COMPANY
M/s. Goutam & Co. Mindspright Legal
Chartered Accountants Address: 712-714, C-Wing, Trade World, Kamla Mills
Address: 101, Bijoyram Villa (Block A, Group Floor), 491, Compound, Senapati Bapat Marg, Lower Parel (West), Mumbai
Nageswar Tangi, Vivekananda Marg, Bhubaneswar-751002, - 400013, Maharashtra, India.
Odisha, India. Tel No.: +91-22-42197000
Tel no.: 0674 3578244 Email: ipo@mindspright.co.in
Email: goutam@goutamlenka.com Website: https://mindspright.co.in
Firm Registration No: 326869E Contact Person: Richa Bhansali
Membership No.: 067906 Designation: Partner
Peer Review Certificate No.: 016555
Contact Person: CA Goutam Lenka
BANKERS TO THE COMPANY BANKERS TO THE OFFER, REFUND BANKER AND
SPONSOR BANK
Indian Bank [●]
Address: 3/1 B, IRC Village, Nayapalli, Khorda, Odisha –
751015
Tel no.: 0674-3511401
Email: m365@indianbank.co.in
Contact Person: Mr. Sasanka Sekhar Sahoo
Website: www.indianbank.in

DESIGNATED INTERMEDIARIES

Self-Certified Syndicate Banks

The list of SCSBs, as updated till date, is available on website of Securities and Exchange Board of India at below link.
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35
Investors are requested to refer the SEBI website for updated list of SCSBs and their designated branches.

Self-Certified Syndicate Banks eligible as Sponsor Banks for UPI

The list of Self Certified Syndicate Banks that have been notified by SEBI to act as Investors Bank or Issuer Bank for UPI mechanism
are provide on the website of SEBI on https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=41 .

54
BROKERS TO THE OFFER

All members of the recognized stock exchanges would be eligible to act as Brokers to the offer.

REGISTRAR TO OFFER AND SHARE TRANSFER AGENTS

The list of the Registrar to offer and Share Transfer Agents (RTAs) eligible to accept Applications forms at the Designated RTA
Locations, including details such as address, telephone number and e-mail address, are provided at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10 , as updated from time to time.

COLLECTING DEPOSITORY PARTICIPANTS

The list of the Collecting Depository Participants (CDPs) eligible to accept Application Forms at the Designated CDP Locations,
including details such as name and contact details, are provided at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=19 for NSDL CDPs and at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=18for CDSL CDPs, 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.

STATEMENT OF INTER-SE ALLOCATION OF RESPONSIBILITIES

Since Sun Capital Advisory Services Private Limited is only Lead Manager to the offer, all the responsibility of the offer will be
managed by them.

CREDIT RATING

As this is an offer of Equity Shares, there is no credit rating for this Offer.

IPO GRADING

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

FILING OF DRAFT PROSPECTUS / PROSPECTUS WITH THE BOARD AND THE REGISTRAR OF COMPANIES

The Draft Prospectus is being filed with SME platform of BSE Limited (BSE SME). A Draft Prospectus will not be filed with
SEBI nor SEBI will issue any observation on the draft offer document in term of Regulation 246(2) of the SEBI (ICDR) Regulations,
2018. Further, a soft copy of the Prospectus along with due diligence certificate including additional confirmations shall be filed
with SEBI. Pursuant to SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of the
Prospectus will be filed online through SEBI Intermediary Portal at https://siportal.sebi.gov.in.

A copy of the Prospectus, along with the material contracts and documents referred elsewhere in the Prospectus, will be delivered
to Registrar of Companies, Cuttack.

CHANGE IN AUDITORS IN LAST THREE YEARS

Particulars Date of Reason for change
Appointment/Resignation
Goutam & Co., March 25, 2024 Appointed as Auditor to fill-up casual vacancy,
Chartered Accountants in Extra-ordinary General Meeting.
Address: 101, Bijoyram Villa, Block-A,
Ground Floor, 491, Nageswat Tangi,
Vivekananda Marg, Bhubaneswar, Odisha -
751002
Email Id: goutam@goutamlenka.com
Tel. No.: 0674-2435728
Membership No.: 067906
55
 Particulars Date of Reason for change
Appointment/Resignation
Firm Registration No: 326869E
Peer Review Number: 016555
JM Lenka & Associates, January 18, 2024 Resigned due to pre – Occupation.
Chartered Accountants
Address: Plot No. 635, Panchasakha Nagar,
Dumuduma, Bhubaneshwar - 751019
Email Id: jmlenkaca@gmail.com
Tel. No.: 0674-2114510
Membership No.: 309758
Firm Registration No: 329449E
Peer Review Number: NA
JM Lenka & Associates September 30, 2022 Re-appointment in Annual General Meeting
Chartered Accountants for a period of 5 (five) consecutive years.
Address: Plot No. 635, Panchasakha Nagar,
Dumuduma, Bhubaneshwar - 751019
Email Id: jmlenkaca@gmail.com
Tel. No.: 0674-2114510
Membership No.: 309758
Firm Registration No: 329449E
Peer Review Number: NA
JM Lenka & Associates November 22, 2021 Re-appointed in Annual General Meeting for
Chartered Accountants financial year 2021-22.
Address: Plot No. 635, Panchasakha Nagar,
Dumuduma, Bhubaneshwar - 751019
Email Id: jmlenkaca@gmail.com
Tel. No.: 0674-2114510
Membership No.: 309758
Firm Registration No: 329449E
Peer Review Number: NA

TRUSTEES

As this is an offer of Equity Shares, the appointment of Trustees is not required.

APPRAISAL AND MONITORING AGENCY

As per Regulation 262(1) of the SEBI (ICDR) Regulations, 2018 as amended, the requirement of Monitoring Agency is not
mandatory if the Offer size excluding Offer for Sale is below Rs. 10000.00 Lakhs.

Pursuant to Regulation 32(3) of the SEBI (LODR) Regulations, 2015, our Company shall on a half yearly basis disclose to the Audit
Committee the uses and application of the Net Proceeds. Until such time as any part of the Net Proceeds remains unutilized, our
Company will disclose the utilization of the Net Proceeds under separate heads in our Company’s balance sheet(s) clearly specifying
the amount of and purpose for which Net Proceeds have been utilized so far, and details of amounts out of the Net Proceeds that
have not been utilized so far, also indicating interim investments, if any, of such unutilized Net Proceeds. In the event that our
Company is unable to utilize the entire amount that we have currently estimated for use out of the Net Proceeds in a fiscal, we will
utilize such unutilized amount in the next fiscal.

Further, in accordance with Regulation 32(1)(a) of the SEBI (LODR) Regulations, 2015, our Company shall furnish to the Stock
Exchanges on a half yearly basis, a statement indicating material deviations, if any, in the utilization of the Net Proceeds for the
objects stated in this Prospectus.

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

UNDERWRITING AGREEMENT
56
This offer is 100% Underwritten. The Underwriting agreement has been entered on [●]. Pursuant to the terms of the Underwriting
Agreement, the obligations of the Underwriters are several and are subject to certain conditions specified therein. The Underwriters
have indicated their intention to underwrite the following number of specified securities being offered through this Offer:

No. of shares Amount Underwritten % of the total Offer Size

Details of the Underwriter
underwritten (₹ in Lakh) Underwritten
[●] [●] [●] 100%

*Includes [●] Equity shares of ₹[●] each for cash of ₹ [●]/- the Market Maker Reservation Portion which are to be subscribed by
the Market Maker in its own account in order to claim compliance with the requirements of Regulation 261 of the SEBI (ICDR)
Regulations, as amended.

In the opinion of our Board of Directors (based on a certificate given by the Underwriter), the resource of the above-mentioned
Underwriter is sufficient to enable it to discharge its underwriting obligation in full. The abovementioned Underwriter is registered
with SEBI under Section 12(1) of the SEBI Act and registered as brokers with the Stock Exchanges.

DETAILS OF THE MARKET MAKING ARRANGEMENT FOR THIS OFFER

Our Company and the Lead Manager have entered into an agreement dated [●] with the following Market Maker to fulfil the
obligations of Market Making:

[●]

The Market Maker shall the applicable obligations and conditions as specified in the SEBI (ICDR) Regulations, 2018 and the
circulars issued by the BSE and SEBI in this regard from time to time.

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

1) The Market Maker(s) (individually or jointly) shall be required to provide a 2-way quote for 75% of the time in a day. The
same shall be monitored by the stock exchange. Further, the Market Maker(s) shall inform the exchange in advance for each
and every black out period when the quotes are not being issued by the Market Maker(s).
2) The minimum depth of the quote shall be ₹ 1,00,000. However, the investors with holdings of value less than ₹ 1,00,000 shall
be allowed to Issue their holding to the Market Maker(s) (individually or jointly) in that scrip provided that he/she sells
his/her entire holding in that scrip in one lot along with a declaration to the effect to the selling broker.
3) Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker(s), for the quotes given by
him.
4) After a period of 3 (three) months from the market making period, the market maker would be exempted to provide quote if
the Shares of market maker in our Company reaches to 25% of Offer Size (Including the [●] Equity Shares ought to be
allotted under this Issue). Any Equity Shares allotted to Market Maker under this Issue over and above [●] Equity Shares
would not be taken in to consideration of computing the threshold of 25% of Offer Size. As soon as the Shares of market
maker in our Company reduce to 24% of Offer Size, the market maker will resume providing 2-way quotes.
5) There shall be no exemption/threshold on downside. However, in the event the Market Maker exhausts his inventory through
market making process, BSE may intimate the same to SEBI after due verification.
6) There would not be more than five Market Makers for a script at any point of time and the Market Makers may compete with
other Market Makers for better quotes to the investors.
7) 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. In case equilibrium price is not discovered the price band in the normal trading session shall be based on Offer
price.
8) The Marker Maker may also be present in the opening call auction, but there is no obligation on him to do so.
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.

57
10) The Market Maker(s) shall have the right to terminate said arrangement by giving a One month notice or on mutually
acceptable terms to the Merchant Banker, who shall then be responsible to appoint a replacement Market Maker(s).
In case of termination of the 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 in replacement during the term of the
notice period being served by the Market Maker but prior to the date of releasing the existing Market Maker from its duties
in order to ensure compliance with the requirements of regulation 261 of the SEBI (ICDR) Regulations, 2018. Further our
Company and the Lead Manager reserve the right to appoint other Market Makers either as a replacement of the current
Market Maker or as an additional Market Maker subject to the total number of Designated Market Makers does not exceed
five or as specified by the relevant laws and regulations applicable at that particular point of time. The Market Making
Agreement is available for inspection at our registered office from 11.00 a.m. to 5.00 p.m. on working days.
11) Risk containment measures and monitoring for Market Makers: SME Platform of BSE will have all margins which are
applicable on the Main Board viz., Mark-to-Market, Value-At-Risk (VAR) Margin, Extreme Loss Margin, Special Margins
and Base Minimum Capital etc. BSE can impose any other margins as deemed necessary from time-to-time.
12) Punitive Action in case of default by Market Makers: SME Platform of BSE will monitor the obligations on a real time basis
and punitive action will be initiated for any exceptions and/or non-compliances. Penalties / fines may be imposed by the
Exchange on the Market Maker, in case he is not able to provide the desired liquidity in a particular security as per the
specified guidelines. These penalties / fines will be set by the Exchange from time to time. The Exchange will impose a
penalty on the Market Maker in case he is not present in the market maker issuing two-way quotes) for at least 75% of the
time. The nature of the penalty will be monetary as well as suspension in market making activities / trading membership.
13) The prices quoted by the Market Maker shall be in compliance with the requirements and other particulars as specified by
the SME Platform of BSE (BSE SME) and SEBI from time to time.
14) The Inventory Management and Buying/Selling Quotations and its mechanism shall be as per the relevant circulars issued
by SEBI and SME Platform of BSE Limited i.e. BSE SME from time to time.
15) The shares of the company will be traded in continuous trading session from the time and day the company gets listed on
BSE SME and market maker will remain present as per the guidelines mentioned under BSE and SEBI circulars.
16) 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.
17) Price Band and Spreads: SEBI Circular bearing reference no: CIR/MRD/DP/ 02/2012 dated January 20, 2012, has laid down
that for Offer 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 Offer 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.

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

18) 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 Offer Size and as follows:

Buy quote exemption threshold Re-Entry threshold for buy quote (including
Offer Size (including mandatory initial mandatory initial inventory of 5% of the
inventory of 5% of the Offer Size) Offer Size)
Up to ₹ 20 Crore 25% 24%
₹ 20 Crore To ₹ 50 Crore 20% 19%
₹ 50 Crore To ₹ 80 Crore 15% 14%
Above ₹80 Crore 12% 11%
58
The Market Making arrangement, trading and other related aspects including all those specified above shall be subject to
the applicable provisions of law and / or norms issued by SEBI / BSE from time to time.

59
 CAPITAL STRUCTURE

The Equity Share Capital of our Company, before the offer and after giving effect to the offer, as on the date of filing of the Draft
Prospectus, is set forth below:
(₹ in Lakh except per share amount)
Sr. Aggregate Aggregate value
Particulars
No. Nominal value at Offer price
Authorized Share Capital
1.
2,50,00,000 Equity Shares of face value of ₹ 10/- each 2,500.00 -
Issued, Subscribed and Paid-Up Equity Share Capital before the Offer
2.
2,23,27,000 Equity Shares of face value of ₹ 10/- each 2,232.70 -
3. Present Offer in terms of the Draft Prospectus which comprises of
Offer for upto 66,00,000 Equity shares at price of face value of ₹ 10/- each at
[●] [●]
a price of ₹ [●] per Equity Share.
Fresh Offer of upto 26,00,000 Equity shares at price of face value of ₹ 10/-
[●] [●]
each at a price of ₹ [●] per Equity Share.
Offer for sale of upto 40,00,000 Equity shares at price of face value of ₹ 10/-
[●] [●]
each at a price of ₹ [●] per Equity Share.
Reservation for Market Maker Portion
[●] Equity Shares of ₹ 10/- each at an Offer price of ₹ [●] per Equity Share [●] [●]
reserved as Market Maker Portion
Net Offer to Public
Net Offer to Public of [●] Equity Shares of ₹ 10/- each at an Offer price of ₹ [●] [●]
[●] per Equity Share to the Public (Retail Portion)
Net Offer* to Public consists of
[●] Equity Shares of ₹ 10/- each at an Offer price of ₹ [●] per Equity Share
[●] [●]
will be available for allocation for Investors investing amount up to [●] Lakh
[●] Equity Shares of ₹ 10/- each at an Offer price of ₹ [●] per Equity Share
will be available for allocation for Investors investing amount above [●] [●] [●]
(Non-Retail Portion)
Paid Up Equity Capital after the Offer
4. [●] -
[●] Equity Shares of ₹ 10/- each
Before the Offer Nil
5. Securities Premium Account
After the Offer [●]
* For detailed information on the Net Offer and its allocation various categories, please refer chapter titled “The Offer” on Page no. 47.

The Present Offer of 66,00,000 Equity Shares in terms of this Draft Prospectus has been authorized by the Board of Directors vide
a resolution passed at its meeting held on August 10, 2024 and by the shareholders of our Company vide a special resolution passed
at the Extra Ordinary General Meeting held on September 4, 2024.

The Selling Shareholders confirm that the Offered Shares have been held for a period of at least one year prior to the filing of this
Draft Prospectus and accordingly, are eligible for being offered in the Offer in accordance with the provisions of the SEBI ICDR
Regulations. For details on the authorization of the Selling Shareholders in relation to their portion of the offered shares, see “The
Offer” and "Other Regulatory and Statutory Disclosures" on pages 47 and 231 respectively.

CLASS OF SHARES

The company has only one class of shares i.e. Equity shares of ₹ 10/- each only and all Equity Shares are ranked pari-passu in all
respect. All Equity Shares offered are fully paid-up as on date of the Draft Prospectus.

Our Company does not have any partly paid-up equity shares as on the date of this Draft Prospectus.

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

NOTES TO THE CAPITAL STRUCTURE:

60
1. Changes in the Authorized Share Capital of our Company:

Equity Share Capital

Since Incorporation of our Company, the Authorized Equity Share Capital of our Company has been changed in the manner set
forth below:

Cumulative
Authorized Whether
Sr. Cumulative No.
Particulars of Increase Equity Share Date of Meeting AGM/
No. of Equity Shares
Capital EGM
(₹ in Lakh)
1. On incorporation i.e. February 13,
1,00,000 10.00 N.A. N.A.
2003
2. Increase in Authorized Share
Capital from ₹ 10.00 Lakh to ₹
150.00 Lakh divided into divided
March 24,
into 5,00,000 Equity Shares of 5,00,000 50.00 EGM
2004
₹10/- each and 10,00,000
Redeemable Preference Shares of
₹10/- each.
3. Increase in Authorized Share
Capital from ₹ 150.00 Lakh
divided into divided into 5,00,000
Equity Shares of ₹10/- each and
10,00,000 Preference Shares of
90,00,000 900.00 February 22, 2008 EGM
₹10/- each to ₹ 1000.00 Lakh
divided into divided into
90,00,000 Equity Shares of ₹10/-
each and 10,00,000 Preference
Shares of ₹10/- each.
4. Increase in Authorized Share
Capital from ₹ 1000.00 Lakh
divided into divided into
90,00,000 Equity Shares of ₹10/-
each and 10,00,000 Preference
1,60,00,000 1600.00 October 30, 2009 EGM
Shares of ₹10/- each to ₹ 1700.00
Lakh divided into divided into
160,00,000 Equity Shares of ₹10/-
each and 10,00,000 Preference
Shares of ₹10/- each.
5. Authorised Share Capital of Rs.
17,00,00,000/- (Rupees Seventeen
Crores) divided into 1,70,00,000
(One Crore Seventy lakhs) equity
shares of Rs.10/- (Rupees Ten
only). The existing 10,00,000 (Ten
December 18,
Lakhs) Redeemable Preference 1,70,00,000 1700.00 EGM
2009
shares of Rs. 10/- (Rupees Ten
only) each of Rs.1,00,00,000/-
converted into 10,00,000 (Ten
Lakhs) Equity shares of Rs. 10/-
(Rupees Ten only) each and all the
shares shall ranking Pari Passu with

61
 Cumulative
Authorized Whether
Sr. Cumulative No.
Particulars of Increase Equity Share Date of Meeting AGM/
No. of Equity Shares
Capital EGM
(₹ in Lakh)
the existing equity shares of the
Company.
6. Increase in Authorized Share
Capital from ₹ 1700.00 Lakh
divided into divided into
170,00,000 Equity Shares of ₹10/- 2,00,00,000 2000.00 April 04. 2012 EGM
each to ₹ 2000.00 Lakh divided
into divided into 2,00,00,000
Equity Shares of ₹10/- each.
7. Increase in Authorized Share
Capital from ₹ 2000.00 Lakh
divided into divided into
2,00,00,000 Equity Shares of ₹10/- 2,30,00,000 2300.00 March 28, 2016 EGM
each to ₹ 2300.00 Lakh divided
into divided into 2,30,00,000
Equity Shares of ₹10/- each.
8. Increase in Authorized Share
Capital from ₹ 2300.00 Lakh
divided into divided into
2,30,00,000 Equity Shares of ₹10/- 2,50,00,000 2500.00 February 20, 2024 EGM
each to ₹ 2500.00 Lakh divided
into divided into 2,50,00,000
Equity Shares of ₹10/- each

Preference Share Capital

Cumulative
Cumulative No. Authorized Whether
Sr.
Particulars of Increase of Preference Preference Share Date of Meeting AGM/
No.
Shares Capital EGM
(₹ in Lakh)
1. Increase in Authorized Share
Capital from ₹ 10.00 Lakh to ₹
150.00 Lakh divided into divided
10,00,000 100.00 February 14, 2004 EGM
into 5,00,000 Equity Shares of
₹10/- each and 10,00,000
Preference Shares of ₹10/- each.

2. History of Paid-up Share Capital:

2.1. Our existing Paid-up Equity Share Capital has been subscribed and allotted in the manner set forth below:

Cumula
Cumulative Cumulative
No. of Nature tive
Face Offer Paid-up Share
Date of Nature of Equity of Number
value price share Premium
allotment allotment Shares conside of
(In ₹) (In ₹) Capital (In ₹
allotted ration Equity
(₹ in Lakh) Lakhs)
Shares
February Subscription
10,000 10.00 10.00 Cash 10,000 1.00 0.00
13, 2003 to

62
 Cumula
Cumulative Cumulative
No. of Nature tive
Face Offer Paid-up Share
Date of Nature of Equity of Number
value price share Premium
allotment allotment Shares conside of
(In ₹) (In ₹) Capital (In ₹
allotted ration Equity
(₹ in Lakh) Lakhs)
Shares
(On Memorandum
Incorporat of Association
(1)
ion)
March 24, Preferential
290,000 10.00 10.00 Cash 300,000 30.00 0.00
2004 Allotment (2)
March 31, Preferential 90,00,00
87,00,000 10.00 10.00 Cash 900.00 0.00
2009 Allotment (4) 0
December
Preferential 1,60,60,
21, 2009 70,60,000 10.00 10.00 Cash 1606.00 0.00
Allotment (5) 000
Allotment
upon
Other
December Conversion of 1,70,00,
940,000 10.00 Nil than 1700.00 0.00
21, 2009 Preference 000
Cash
shares into
Equity (6)*
April 18,
Preferential 2,00,00,
2012 30,00,000 10.00 10.00 Cash 2000.00 0.00
Allotment (7) 000
Allotment
pursuant to
Other
March 30, conversion of 2,23,27,
23,27,000 10.00 Nil than 2232.70 0.00
2016 loan into 000
Cash
Equity
Shares (8)

2.2. Our Company does not have any Outstanding Preference Shares, as on the date of this Draft Prospectus, the following table set
forth the history of the Preference shares capital of our Company:

Cumulati
No. of Natur Cumulative
ve Cumulative
Prefere Face Offer e of Paid-up
Date of Nature of Number Share
nce value price consid share
allotment allotment of Premium
Shares (In ₹) (In ₹) eratio Capital
Preferen (In ₹ Lakhs)
allotted n (₹ in Lakh)
ce Shares
March 24, Preferential
940,000 10.00 10.00 Cash 940,000 94.00 00
2004 Allotment (3)

(1)
The details of allotment of 10,000 Fully Paid-up Equity Shares made to the subscribers to the Memorandum of Association, are
as follows:
Sr. No. of Equity Face Value per Offer price per
Name of Allottee
No. Shares Allotted share (in ₹) share (in ₹)
1. Bibhu Datta Panda 5,000 10.00 10.00
2. Niranjan Panda 5,000 10.00 10.00
Total 10,000 - -

The details of allotment of 290,000 Equity Shares made on March 24, 2004 under Preferential Allotment at an Offer price of ₹
(2)

10/- per equity share are as follows:

63
 Sr. No. of Equity Shares Face Value per Offer price per
Name of Allottee
No. Allotted share (in ₹) share (in ₹)
1. Bibhu Datta Panda 85,000 10.00 10.00
2. Niranjan Panda 25,000 10.00 10.00
3. Dr. Buddhadeb Chattopadhayay 1,20,000 10.00 10.00
4. Kalpana Chattopadhayay 60,000 10.00 10.00
Total 290,000 - -

(3)
The details of allotment of 940,000 at 6% after 15 years Redeemable Preference Shares made on March 24, 2004 under
Preferential Allotment at an Offer price of ₹ 10/- per equity share are as follows:
Sr. No. of Equity Shares Face Value per Offer price per
Name of Allottee
No. Allotted share (in ₹) share (in ₹)
1. Bibhu Datta Panda 60,000 10.00 10.00
2. Dr. Buddhadeb Chattopadhayay 8,80,000 10.00 10.00
Total 9,40,000 - -

The details of allotment of 87,00,000 Equity Shares made on March 31, 2009 under Preferential Allotment at an Offer price of ₹
(4)

10/- per equity share are as follows:

Sr. No. of Equity Shares Face Value per Offer price per
Name of Allottee
No. Allotted share (in ₹) share (in ₹)
1. Bibhu Datta Panda 26,10,000 10.00 10.00
2. Topaz Impax Inc. 60,90,000 10.00 10.00
Total 87,00,000 - -

(5)
The details of allotment of 70,60,000 Equity Shares made on December 21, 2009 under Preferential Allotment at an Offer price
of ₹ 10/- per equity share are as follows:
Sr. No. of Equity Shares Face Value per Offer price per
Name of Allottee
No. Allotted share (in ₹) share (in ₹)
1. Bibhu Datta Panda 23,40,000 10.00 10.00
2. Topaz Energy Resources Private Limited 47,20,000 10.00 10.00
Total 70,60,000 - -

(6)
The details of allotment of 940,000* Equity Shares made on December 21, 2009 upon conversion of Preference Shares into
Equity Shares are as follows:
Sr. No. of Equity Shares Face Value per Offer price per
Name of Allottee
No. Allotted share (in ₹) share (in ₹)
1. Bibhu Datta Panda 60,000 10.00 Nil
2. Topaz Energy Resources Private Limited 880,000 10.00 Nil
Total 940,000* - -
*
For this allotment Form 2 is not traceable in our Company records and we have relied upon the Board Meeting Minutes of the
Company please refer chapter titled “Risk Factor” on Page no.22.

The details of allotment of 30,00,000 Equity Shares made on April 18, 2012 under Preferential Allotment at an Offer price of ₹
(7)

10/- per equity share are as follows:

Sr. No. of Equity Shares Face Value per Offer price per
Name of Allottee
No. Allotted share (in ₹) share (in ₹)
1. Kajal Fashionwear Agency Private Limited 30,00,000 10.00 10.00
Total 30,00,000 - -

(8)
The details of allotment of 23,27,000 Equity Shares made on March 30, 2016 under Conversion of Loan into Equity at an Offer
price of ₹ 10/- per equity share are as follows:
Sr. No. of Equity Shares Face Value per Offer price per
Name of Allottee
No. Allotted share (in ₹) share (in ₹)
64
 1. Bibhu Datta Panda 19,69,500 10.00 10
2. Kajal Fashionwear Agency Private Limited 3,57,500 10.00 10
Total 23,27,000 - -

3. Our Company has not issued shares for consideration other than cash or out of revaluation of reserves at any point of time since
Incorporation except for following allotments:

i. Allotment of 940,000 Equity Shares on December 21, 2009 upon conversion of Preference shares into Equity Shares.
ii. Allotment of 23,27,000 Equity Shares on March 30, 2016 upon conversion of Loan into Equity Shares.

4. Our Company has not allotted any Equity Shares pursuant to any scheme approved Sections 230 to 234 of the Companies Act,
2013.

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

6. Our Company has not made allotment at price lower than the Offer Price during past one year from the date of the Draft
Prospectus except mentioned below:

7. Our Shareholding Pattern:

The Shareholding Pattern of our Company before the offer as per Regulation 31 of the SEBI (LODR) Regulations, 2015 is
given here below:
a. Declaration
Promoter
Non-
Sr. and Public
Particulars Yes/No Promoter –
No. Promoter shareholder
Non-Public
Group
Whether the Company has issued any partly paid-up
1. No No No No
shares?
Whether the Company has issued any Convertible
2. No No No No
Securities?
3. Whether the Company has issued any Warrants? No No No No
Whether the Company has any shares against which
4. No No No No
depository receipts are issued?
5. Whether the Company has any shares in locked-in?* No No No No
Whether any shares held by promoters are pledge or
6. No No NA NA
otherwise encumbered?
Whether company has equity shares with differential
7. No No No No
voting rights?
Whether the listed entity has any significant beneficial
8. No No NA NA
owner?
* All Pre-IPO Equity Shares of our Company will be locked-in prior to listing of shares on SME Platform of BSE.

65
b. Our Shareholding Pattern:
Number of Voting Rights held in Shareholdi Number of

No of shares Underlying Outstanding convertible

Number of equity shares held in dematerialized

No. Of shares underlying Depository Receipts
each class of securities (IX) ng as a % shares

Shareholding as a % of total no. of shares

No. Of Partly paid-up equity shares held
Number of

No. of fully paid-up equity shares held

assuming pledged or

securities (Including Warrants) (X)

Locked in shares
full otherwise

(calculated as per SCRR, 1957)

No of Voting (XIV)
(XII)
Category of shareholder (II)

(VIII) As a % of (A+B+C2)
Rights conversion encumbere

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

Nos. Of shareholders
of d (XIII)

Total nos. shares

convertible

As a % of total shares held (b)

As a % of total shares held (b)

Sr. No. (I)

Total as a % of
securities

form
held
(III)

(IV)

(VI)
(V)

(A+B+C)
(as a
percentage

Class (eg: X)

Class (eg: Y)
of diluted

No. (a)

No. (a)
Total
share
capital)
(XI)=(VII)+
(X) as a %
of
(A+B+C2)
Promoter & - - 2,23,26,9 99.99 - 99.99 - - - - - -
2,23,26 2,23,26 2,23,26, 2,23,26,
(A) Promoter 3 50
,950 ,950 950 950
Group
(B) Public 5 50 - - 50 0.01 50 - 50 0.01 - - - - - - 50
Non-Promoter- - - - - - - - - - - - - - - - - -
(C)
Non Public
Shares - - - - - - - - - - - - - - - - -
(C1)
underlying DRs
Shares held by - - - - - - - - - - - - - - - - -
(C2) Employee
Trusts
8 2,32,27 [●] [●] [●] [●] [●] [● [●] [●] [●] [●] [●] [●] [●] [●] [●]
Total
,000 ]
Note:
1. C=C1+C2
2. Grand Total=A+B+C

The term “Encumbrance” has the same meaning as assigned under regulation 28(3) of SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.
Notes

66
➢ As on date of this Draft Prospectus 1 Equity share holds 1 vote.
➢ We have only one class of Equity Shares of face value of Rs. 10/- each.
➢ Our Company will file the shareholding pattern in the format prescribed under Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations,
2015, one day prior to the listing of the Equity Shares. The shareholding pattern will be uploaded on the Website of the BSE before commencement of trading of such Equity
Shares

67
8. The shareholding pattern of our Promoters and Promoters’ Group and Public before and after the Offer:

Pre-Offer Post Offer

As a %
Sr. As a % of No. of
Name of shareholders No. of equity of
No. Issued equity
shares Issued
Capital* shares
Capital*
Promoters
1. Bibhu Datta Panda 70,69,440 31.66 [●] [●]
2. Kajal Fashionwear Agency Private Limited 1,52,57,500 68.33 [●] [●]
Total - A 2,23,26,940 99.99 [●] [●]
Promoters’ Group
1. Rishiraj Panda 10 Negligible [●] [●]
Total-B 10 Negligible [●] [●]
Public
1. Public** 50 0.01 [●] [●]
Total-C 50 0.01 [●] [●]
Total Promoters and Promoters’ Group and Public (A+B+C) 2,23,27,000 100.00 [●] [●]
* Rounded off
** [●] to be allotted to Public Shareholders under Initial Public Offer.

9. Details of Major Shareholders:

(A) List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on date of the Draft Prospectus:
% of Pre-issue paid up
Sr. No. Name of shareholders No. of Equity Shares held*
Capital**#
1. Bibhu Datta Panda 70,69,440 31.66
2. Kajal Fashionwear Agency Private Limited 1,52,57,500 68.33
Total 2,23,26,940 99.99
* The Company has not issued any convertible instruments like warrants, debentures, etc. since its Incorporation and there are no outstanding convertible
instruments as on date of the Draft Prospectus.
** Rounded off
# the % has been calculated based on existing (pre-offer) paid up capital of the Company.

(B) List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on date ten days prior to the date
of the Draft Prospectus:
% of Pre-offer paid up
Sr. No. Name of shareholders No. of Equity Shares held*
Capital**#
1. Bibhu Datta Panda 70,69,440 31.66
2. Kajal Fashionwear Agency Private Limited 1,52,57,500 68.33
Total 2,23,26,940 99.99%
* The Company has not issued any convertible instruments like warrants, debentures etc. since its Incorporation and there are no outstanding convertible instruments
as on date of the Draft Prospectus.
** Rounded off
# the % has been calculated based on existing (pre-offer) Paid up Capital of the Company.

(C) List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on One year prior to the date of
the Draft Prospectus:
% of then existing paid
Sr. No. Name of shareholders No. of Equity Shares held*
up Capital**#
1. Bibhu Datta Panda 70,69,440 31.66
2. Kajal Fashionwear Agency Private Limited 1,52,57,500 68.34
Total 2,23,26,940 99.99
* The Company has not issued any convertible instruments like warrants, debentures etc. since its Incorporation and there are no outstanding convertible instruments
as on date of the Draft Prospectus.
** Rounded off
# the % has been calculated based on existing (pre-offer) Paid up Capital of the Company.

68
 (D) List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on Two years prior to the
date of the Draft Prospectus:
% of then existing paid
Sr. No. Name of shareholders No. of Equity Shares held*
up Capital**#
1. Bibhu Datta Panda 70,69,440 31.66
2. Kajal Fashionwear Agency Private Limited 1,52,57,500 68.34
Total 2,23,26,940 99.99
* The Company has not issued any convertible instruments like warrants, debentures etc. since its Incorporation and there are no outstanding convertible instruments
as on date of the Draft Prospectus.
**Rounded off
# the % has been calculated based on existing (pre-offer) Paid up Capital of the Company.

10. There will be no further issue of capital, whether by way of issue of bonus shares, preferential allotment, and right issue or in any
other manner during the period commencing from the date of the Draft Prospectus until the Equity Shares of our Company have
been listed or refund of application monies in pursuance of the Draft Prospectus.

As on the date of filing the Draft Prospectus, our Company does not have any such plan for altering the capital structure by way of
split or consolidation of the denomination of the shares, or issue of specified securities on a preferential basis or issue of bonus or
rights or further public issue of specified securities or qualified institutions placement. Further, our Company may alter its capital
structure by way of split / consolidation of the denomination of Equity Shares or issue of equity shares on a preferential basis or
issue of bonus or rights or further public issue of equity shares or qualified institutions placement, within a period of six months
from the date of opening of the present issue to finance an acquisition, merger or joint venture or for regulatory compliance or such
other scheme of arrangement or for any other purpose, as the Board of Directors may deem fit, if an opportunity of such nature is
determined by the Board of Directors to be in the interest of our Company.

11. Shareholding of the Promoters of our Company:

As on the date of the Draft Prospectus, our Promoters Mr. Bibhu Datta Panda and Kajal Fashionwear Agency Private Limited holds
total 2,23,26,940 Equity Shares representing 99.99 % of the pre-issue paid up equity share capital of our Company. The build-up of
equity shareholding of Promoters of our Company are as follows:

Mr. Bibhu Datta Panda

Face Issue/ Total
Cumulative % of % of
Date of Nature of Issue Number of Value Transfer Consideratio
No. of Pre Post
Allotment / Allotment / Equity (in ₹) Price (in n
Equity Offer Offer
Transfer Transfer Shares per ₹) per Paid/(Receive
Shares Capital Capital
share share d) (in ₹)
February 13, Subscriber
5,000 5,000 10/- 10/- 50,000 0.02 [●]
2003 to MOA
March 24, Allotment of
85,000 90,000 10/- 10/- 8,50,000 0.40 [●]
2004 Shares
March 31, Allotment of
26,10,000 27,00,000 10/- 10/- 2,61,00,000 12.09 [●]
2009 Shares
December Allotment of 23,40,000
50,40,000 10/- 10/- 2,34,00,000 22.57 [●]
21, 2009 Shares
Conversion of
December Preference
60,000 51,00,000 10/- 10/- 6,00,000 22.84 [●]
21, 2009 Shares into
Equity
Conversion of
March 30, Unsecured
19,69,500 70,69,500 10/- 10/- 1,96,95,000 31.66 [●]
2016 Loan into
Equity
November Transfer to
(10) 70,69,490 10/- 10 100 31.66 [●]
07, 2023 Girija Shankar

69
 Mr. Bibhu Datta Panda
Face Issue/ Total
Cumulative % of % of
Date of Nature of Issue Number of Value Transfer Consideratio
No. of Pre Post
Allotment / Allotment / Equity (in ₹) Price (in n
Equity Offer Offer
Transfer Transfer Shares per ₹) per Paid/(Receive
Shares Capital Capital
share share d) (in ₹)
Dash
Transfer to
November
Saroj Kumar (10) 70,69,480 10/- 10 31.66 [●]
07, 2023 100
Adhikari
Transfer to
November (10) 70,69,470 10/- 10 31.66 [●]
Rishiraj Panda 100
07, 2023
Transfer to
November Dhirendra (10) 70,69,460 10/- 10 31.66 [●]
100
07, 2023 Kumar Panda
Transfer to
November Jugal Kishor (10) 70,69,450 10/- 10 31.66 [●]
100
07, 2023 Mishra
Transfer to
November (10) 70,69,440 10/- 10 100 31.66 [●]
Goutam Sutar
07, 2023
Total 70,69,440 7,06,94,400 [●]

Kajal Fashionwear Agency Private Limited

Face Issue/
Nature of Total % of % of
Date of Number of Cumulative Value Transfer
Issue Consideration Pre- Post -
Allotment / Equity No. of Equity (in ₹) Price (in
Allotment / Paid/Received Offer Offer
Transfer shares Shares per ₹) per
Transfer (in ₹) Capital Capital
share share
May 25, Transfer 71,80,000 71,80,000 10/- 10/- 7,18,00,000 32.16 [●]
2010 from Topaz
Impex Inc
May 25, Transfer 47,20,000 1,19,00,000 10/- 10/- 53.30 [●]
2010 from Topaz 4,72,00,000
Energy
Resources
Private
Limited
April 18, Preferential 30,00,000 1,49,00,000 10/- 10/- 3,00,00,000 66.74 [●]
2012 Allotment
March 30, Conversion 3,57,500 1,52,57,500 10/- 10 35,75,000 68.34 [●]
2016 of Unsecured
Loan into
Equity
Total 1,52,57,500 15,25,75,000 68.34 [●]

12. The average cost of acquisition of or subscription to Equity Shares by our Promoters is set forth in the table below:

No. of Equity Shares Average Cost of Acquisition per

Sr. No. Name of Promoters
held equity share (in ₹)*#
1. Bibhu Datta Panda 70,69,440 10
2. Kajal Fashionwear Agency Private Limited 1,52,57,500 10
*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 and Shares
allotted to them as reduced by amount received on sell of shares i.e. net of sale consideration is divided by net quantity of shares acquired.
# Rounded Off
70
13. We have 8 (Eight) shareholders as on the date of filing of the Draft Prospectus.

14. As on the date of the Draft Prospectus, our Promoters and Promoters’ Group hold total 2,23,26,950 Equity Shares representing 99.99
% of the pre-offer paid up share capital of our Company.

15. There were no shares purchased/sold by the Promoter(s) and Promoter Group, directors of our Company and their relatives during
last six months from the date of filing of this Draft Prospectus.

16. The members of the Promoters’ Group, our directors and the relatives of our directors have not financed the purchase by any other
person of securities of our Company, other than in the normal course of the business of the financing entity, during the six months
immediately preceding the date of filing the Draft Prospectus.

17. Details of Promoter’s Contribution locked in for three years:

Our Promoters have given written consent to include [●] Equity Shares subscribed and held by them as a part of Minimum
Promoters’ Contribution constituting [●]% of the post offer Paid-up Equity Shares Capital of our Company (“Minimum Promoters’
contribution”) in terms of Sub-Regulation (1) of Regulation 236 of the SEBI (ICDR) Regulations, 2018 and have agreed not to sell
or transfer or pledge or otherwise dispose of in any manner, the Minimum Promoters’ Contribution, and to be marked Minimum
Promoters’ Contribution as locked-in: Noted for compliance.

In terms of clause (a) of Regulation 238 of the SEBI (ICDR) Regulations, 2018, Minimum Promoters’ Contribution as mentioned
above shall be locked-in for a period of three years from the date of commencement of commercial production or date of allotment
in the Initial Public Offer, whichever is later.

Explanation: The expression "date of commencement of commercial production" means the last date of the month in which
commercial production of the project in respect of which the funds raised are proposed to be utilized as stated in the offer document,
is expected to commence.

We further confirm that Minimum Promoters’ Contribution of 20.00% of the post offer Paid-up Equity Shares Capital does not
include any contribution from Alternative Investment Fund.

The Minimum Promoters’ Contribution has been brought into to the extent of not less than the 20.00% of the Post Issue Capital and
has been contributed by the persons defined as Promoters under the SEBI (ICDR) Regulations, 2018.

The lock-in of the Minimum Promoters’ Contribution will be created as per applicable regulations and procedure and details of the
same shall also be provided to the Stock Exchange before listing of the Equity Shares.

The details of Minimum Promoters’ Contribution are as follows:

Bibhu Datta Panda

Date of Date Nature of Number Face Issue/ Source of %of Pre %of Date up
Allotment / when Issue/ of Equity Value Transfer Contribution Offer post to
Transfer Fully Allotment / shares (in ₹) Price (in Capital Offer which
Paid- Transfer per ₹) per Capital Equity
up share share Shares
are
subject
to
Lock-in
[●] [●] [●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●] [●]

71
 Kajal Fashionwear Agency Private Limited
Date of Date Nature of Number Face Issue/ Source of %of Pre %of Date up
Allotment / when Offer/ of Equity Value Transfer Contribution Offer Post to
Transfer Fully Allotment / shares (in ₹) Price (in Capital Offer which
Paid- Transfer per ₹) per Capital Equity
up share share Shares
are
subject
to
Lock-in
[●] [●] [●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●] [●] [●]

All the Equity Shares held by the Promoters are in already dematerialized as on date of this Draft Prospectus.

In terms of Regulation 237 of the SEBI (ICDR) Regulations, 2018, we confirm that the Minimum Promoters’ Contribution of
20.00% of the Post Offer Capital of our Company as mentioned above does not consist of;

➢ Equity Shares acquired during the preceding three years for;

• consideration other than cash and revaluation of assets or capitalization of intangible assets is involved in such transaction;
• resulting from a bonus issue by utilization of revaluation reserves or unrealized profits of the company or from bonus issue
against equity shares which are ineligible for minimum Promoters’ contribution;

➢ The Equity Shares held by the Promoters and offered for Minimum Promoters’ contribution which are subject to any pledge
with any creditor;

➢ Equity Shares acquired by Promoters during the preceding one year at a price lower than the price at which equity shares are
being offered to public in the Initial Public offer;

➢ As per Regulation 237(1) if the Shares are issued to the promoters during the preceding One Year at a price less than the Price
at which specified securities are being offer to the public in initial public offer is ineligible for minimum promoters’
contribution.

➢ However as per clause (c) of sub regulation (1) of Regulation 237 of SEBI (ICDR), 2018 specified securities allotted to
promoters during the preceding one year at a price less than the Offer price, against funds brought in by them during that
period, in case of an issuer formed by conversion of one or more partnership firms, where the partners of the erstwhile
partnership firms are the promoters of the issuer and there is no change in the management: Not Applicable

Provided that specified securities, allotted to promoters against capital existing in such firms for a period of more than one
year on a continuous basis, shall be eligible: Not Applicable

18. Lock in of Equity Shares held by Promoters in excess of Minimum Promoters’ contribution:

In addition to Minimum Promoters’ Contribution which shall be locked-in for three years, all the balance Equity Shares held by
Promoters shall be locked in for a period of one year from the date of allotment in the Initial Public Offer as provided in clause (b)
of Regulation 238 of the SEBI (ICDR) Regulations, 2018.

19. Lock in of Equity Shares held by Persons other than the Promoters:

In terms of Regulation 239 of the SEBI (ICDR) Regulations, 2018, the entire pre-offer capital held by the Persons other than the
Promoters shall be locked in for a period of one year from the date of allotment in the Initial Public Offer. Accordingly, all the
Equity shares held by the Persons other than Promoters shall be locked in for a period of one year from the date of allotment in the
Initial Public Offer.

20. Inscription or recording of non-transferability:

72
 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.

21. Pledge of Locked in Equity Shares:

In terms of Regulation 242 of the SEBI (ICDR) Regulations, 2018, the Equity Shares held by our Promoters and locked in may be
pledged as a collateral security for a loan granted by a scheduled commercial bank or public financial institution or a systemically
important non-banking finance company or housing finance company, subject to following;

➢ In case of Minimum Promoters’ Contribution, the loan has been granted to the issuer company or its subsidiary (ies) for the
purpose of financing one or more of the Objects of the Offer and pledge of equity shares is one of the terms of sanction of the
loan.

➢ In case of Equity Shares held by Promoters in excess of Minimum Promoters’ contribution, the pledge of equity shares is one
of the terms of sanction of the loan.

However, lock in shall continue pursuant to the invocation of the pledge and such transferee shall not be eligible to transfer
the equity shares till the lock in period stipulated has expired.

22. Transferability 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;

➢ 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.

➢ 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.

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

24. Our Company shall ensure that transactions in the Equity Shares by the Promoter and members forming a part of the Promoter
Group and/ or Group Companies/Entities between the date of filing this Prospectus and the Offer Closing Date shall be reported to
the Stock Exchanges within twenty-four hours of such transaction.

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

26. Neither the Lead Manager, nor their associates hold any Equity Shares of our Company as on the date of the Draft Prospectus.

27. Prior to this Initial Public Offer, our Company has not made any public issue or right issue to public at large.

28. There are no safety net arrangements for this public offer.

29. As on the date of filing of the Draft Prospectus, there are no outstanding warrants, options or rights to convert debentures, loans or
other financial instruments into our Equity Shares.

73
30. As per RBI regulations, OCBs are not allowed to participate in this offer.

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

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

33. As on date of the Draft Prospectus, other than the Equity Shares, there is no other class of securities issued by our Company.

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

35. An Applicant cannot make an application for more than the number of Equity Shares being issued through this Offer, subject to the
maximum limit of investment prescribed under relevant laws applicable to each category of investors.

36. No incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise shall be offered by any
person connected with the distribution of the Offer to any person for making an application in the Initial Public Offer, except for
fees or commission for services rendered in relation to the Offer.

37. Our Promoters and the members of our Promoters’ Group will not participate in this offer.

38. Our Company shall ensure that transactions in the Equity Shares by the Promoters and the Promoters’ Group between the date of
filing the Draft Prospectus and the Offer Closing Date shall be reported to the Stock Exchanges within twenty-four hours of such
transaction.

39. Except as stated below, none of our other Directors or Key Managerial Personnel holds Equity Shares in our Company.

% of Post Offer
Sr. No. of Equity % of Pre-Offer Equity
Name Designation Equity Share
No. Shares held Share Capital
Capital
1. Bibhu Datta Panda Managing Director 70,69,440 31.66 [●]
2. Rishiraj Panda Director 10 0.01 [●]

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 SECTION V – PARTICULARS OF THE OFFER

OBJECTS OF THE OFFER

The Offer comprises the Offer for Sale and the Fresh Issue. The Fresh Issue comprises upto 26,00,000* Equity Shares, aggregating
to ₹ [●] Lakh by our Company and the Offer for Sale comprises upto 40,00,000* Equity Shares, aggregating to ₹ [●] Lakh by Kajal
Fashions Private Limited who is one of the Promoters (“Selling Shareholder”).
*Subject to finalization of basis of allotment

Offer for Sale

The Selling Shareholder will be entitled to its respective portion of the proceeds of the Offer for Sale after deducting proportion of
the Offer related expenses and relevant taxes, as applicable, thereon. For further details, please see heading “Offer Expenses” below
here of this chapter. Further, the proceeds received from the Offer for Sale will not form part of the Net Proceeds and Our Company
will not receive any proceeds from the Offer for Sale. For details of the Selling Shareholder and the number of Equity Shares offered
by the Selling Shareholder in the Offer, please see "The Offer" on page 47

Fresh Issue

Our Company proposes to utilize the Net Proceeds from the Issue towards funding the following objects:

1. Funding Capital expenditure for installing One Coke Oven Plant for expansion of capacity;
2. Funding modernization of existing plant;
3. General corporate purposes;
(Collectively, referred to herein as the “Objects”)

We believe that listing will enhance our corporate image and visibility of brand name of our Company. We also believe that our
Company will receive the benefits from listing of Equity Shares on the Stock Exchange. It will also provide liquidity to the existing
shareholders and will also create a public trading market for the Equity Shares of our Company.

The main objects clause and objects incidental and ancillary to the main objects as set out in the Memorandum of Association
enables our Company to undertake its existing activities and the activities proposed to be funded from the Net Proceeds.

Net Proceeds

The Gross proceeds, after deducting Offer expenses to the extent applicable to the Fresh Issue, are estimated to be ₹ [●] Lakh
(“Net Proceeds”).

The following table summarizes the requirement of funds:

(₹ in Lakh)
Particulars Amount
Gross proceeds from the Issue [●]
Less: Estimated issue related expenses in relation to the Issue [●]
Net Proceeds [●]

Requirement of Funds and Utilization of Net Proceeds

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

Sr. Particulars Estimated % of % of

No. Amount Gross Net
(₹ in Lakh) Proceeds Proceeds
1. Funding Capital expenditure for installing One Coke Oven 1,346.00 [●] [●]
Plant for expansion of capacity
2. Funding modernization of existing plant 303.31 [●] [●]

75
 3. General corporate purposes* [●] [●] [●]
*To be finalized on determination of the Issue Price and updated in the Prospectus prior to filing with the ROC. The amount utilized for general corporate
purposes shall not exceed 25% of the Gross Proceeds of the Issue.

Proposed schedule of implementation and utilization of the Net Proceeds

We propose to deploy the Net Proceeds for the aforesaid purposes in accordance with the estimated schedule of implementation and
deployment of funds set forth in the table below:
(₹ in lakh)
Sr. Particulars Amount to be funded Estimated Amount to Estimated Amount to
No. from Net Proceeds be deployed from the be deployed from the
Net Proceeds in Fiscal Net Proceeds in Fiscal
2025 2026
1. Funding Capital expenditure for 1,346.00 471.10 874.90
installing One Coke Oven Plant for
expansion of capacity
2. Funding modernization of existing 303.31 106.16 197.15
plant
3. General corporate purposes* [●] [●] [●]
Total Net Proceeds [●] [●] [●]
*To be finalized upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC. The amount utilized for general corporate purposes
shall not exceed 25% of the Gross Proceeds from the Issue .

The fund requirements, the deployment of funds and the intended use of the Net Proceeds as described herein are based on our
current business plan, management estimates, current and valid quotations and other commercial and technical factors. However,
such fund requirements and deployment of funds have not been appraised by any bank or financial institution. We may have to
revise our funding requirements and deployment on account of a variety of factors such as our financial and market condition,
business and strategy, competition and other external factors such as changes in the business environment and interest or exchange
rate fluctuations, which may not be within the control of our management. This may entail rescheduling or revising the planned
expenditure and funding requirements, including the expenditure for a particular purpose at the discretion of our management,
subject to compliance with applicable laws

In the event that the estimated utilization of the Net Proceeds in a scheduled financial year is not completely met, due to the reasons
stated above, the same shall be utilized in the next financial year, as may be determined by our Company, in accordance with
applicable laws. Subject to applicable laws, in the event of any increase in the actual utilization of funds earmarked for the purposes
set forth above, such additional funds for a particular activity will be met by way of means available to us, including from internal
accruals and any additional equity and / or debt arrangements. Further, if the actual utilization towards any of the objects is lower
than the proposed deployment such balance will be used towards general corporate purposes to the extent that the total amount to
be utilized towards general corporate purposes will not exceed 25% of the Net Proceeds in accordance with the SEBI ICDR
Regulations.

Means of finance

The fund requirements for the Objects are proposed to be entirely funded from the Net Proceeds and in case of any shortfall in the
Net Proceeds or any increase in the actual utilization of funds earmarked for the Objects, our Company shall utilize its internal
accruals and hence, no amount is proposed to be raised through any other means of finance. Accordingly, we confirm and undertake
that there is no requirement to make firm arrangements of finance through verifiable means towards at least 75% of the stated means
of finance, excluding the amount to be raised through the Net Proceeds and through existing identifiable internal accruals as required
under Regulation 230(1)(e) of the SEBI ICDR Regulations and paragraph 9(C)(1) of Part A of Schedule VI of the SEBI ICDR
Regulations.
(₹ in Lakhs)
Sr. Particulars Estimated From IPO Internal
No. Amount procced (₹ Accruals (₹
in Lakhs) in Lakhs)
1. Funding Capital expenditure for installing One Coke Oven Plant for 1,346.00 1,346.00 Nil
expansion of capacity

76
 2. Funding modernization of Existing Plant 303.31 303.31 Nil
3. General corporate purposes* [●] [●] Nil
*To be finalized on determination of the Issue Price and updated in the Prospectus prior to filing with the ROC. The amount utilized for general corporate
purposes shall not exceed 25% of the Gross Proceeds of the Issue.

Details of the use of issue Proceeds

1. Setting up one Coke Oven Plant

Our Company is engaged in the business of manufacturing of Low Ash Metallurgical Coke (“LAM”). Our owned Plant is
located at Baramana, Jajpur, Odisha where we currently operate 3 (three) batteries with 32 ovens in each battery (total 96 ovens)
with an annual manufacturing capacity of 60,000 Metric Tonnes Per Annum (MTPA). Our Company also has second Plant
having manufacturing facilities on leased basis from Srinivasa Coke Private Limited at Visakhapatnam, Andhra Pradesh which
is having one battery with 18 ovens with the installed capacity of 18,000 MTPA. The total aggregating capacity of our Company
(owned + leased) is 78,000 MTPA for both the units. Our Company also has a tie-up for contract manufacturing for our product
with Om Avi Carbon Resources Private Limited and make use of their 24,000 MTPA capacity for our use.

Our Company owns a parcel of existing commercial land admeasuring about 13.16 Acres at Baramana, Jajpur, Odisha, India.
On this land our existing plant is set-up and operational. Out of the said land, we have surplus and unutilized extra land
admeasuring about 3.41 Acres. Out of this surplus land, we intend to use approximately 2.81 Acres land for our proposed
expansion through capital expenditure by installation of additional plant and machinery. For the name of the entity from whom
the said land has been acquired and other relevant details, please refer to section titled “Properties” under Chapter titled “Our
Business”. We confirm that there is no relationship of such entity (from whom the said land is acquired) with any of our
Promoter or Promoter Group entities or Directors.

We further confirm that the said land, which was acquired by our Company, is free from all encumbrances (except the bank
charge by way of equitable mortgage thereon, for the loans availed by the Company) has a clear title and being registered in
the name of our Company. Our Company has already received all the relevant approvals pertaining to the said land for carrying
out our existing business operations as well as our proposed capital expenditure towards installation of additional plant and
machinery. If there is any approval(s), which becomes applicable at later stage in the future, our Company shall apply for such
approval(s).

Our Company is now proposing to install one more additional battery with 36 ovens to install additional capacity of 34,400
MTPA of LAM Coke at existing vacant land available at our existing Plant at Baramana, Jajpur, Odisha. After implementation
of the proposed expansion, our Company’s own total capacity will be 94,400 MTPA and total capacity (including leased one)
shall be 1,12,400 MTPA.

The proposed capacity expansion plan as well as plan for the modernization of existing capacities and their working has been
reviewed and approved by our Board of Directors and found to be appropriate.

For setting up the proposed expansion of one battery with 36 ovens to install additional capacity of 34,400 MTPA of LAM
Coke at existing vacant land available at our existing Plant at Baramana, Jajpur, Odisha, the Our Company has estimated total
project cost (other than working capital) of ₹ 1,346.00 Lakh. The breakup of the same is as under:

(₹ in Lakhs)
Sr. No. Description Estimated cost
1. Site Development at Plant 38.00
2. Refractory Bricks & Accessories for Oven 665.00
3. Structural Steels for Oven Construction 106.00
4. Other Plant & Machinery 135.00
5. Electrical equipment’s & DG Set 65.00
6. Pollution Control Devices 30.00
7. Civil Construction 45.00
8. Installation cost 35.00
Total Cost 1,119.00
9. Transportation 22.00
77
 10. GST @ 18% 205.00
Total estimated cost 1,346.00

The above estimated cost is based on quotations received from Esskay Machinery Private Limited dated August 28, 2024 and
the same is valid till February 28, 2025.

None of the machineries / equipment to be purchased are second hand. Our Company intends to fund 100% of the project cost
out of Net Issue Proceeds.

Details of new battery to be installed

Proposed Battery size

Particulars Specification
No. of Ovens 36
Daily Oven Production 18 pair
Oven useful Volume 10.5m3
Coal charging/oven 7.00 MT
Production from each oven (Gross Coke) 5.00 MT
Daily Production 5 X 18 = 90 MT
Monthly Production 90 MT x 30 = 2700 MT
Total Production: 32,400 MT Per Annum

Site development at plant

The new battery will be installed on existing open land of our existing old plant. Our Company has given the turnkey
project to set up the proposed plant to Esskay Machinery Pvt. Ltd. The cost of site development is estimated on lump sum basis
by Esskay Machinery Pvt. Ltd. The estimated cost of site development is amounting to ₹ 38.00 Lakh. These estimated cost is
based on quotations received from Esskay Machinery Private Limited dated August 28, 2024 and the same is valid till February
28, 2025.

Refractory Bricks & Accessories for Oven

The details of various technical specifications are as under:

Sr. Particulars Size Quality Unit Wt. Qty. in Qty. for one Grand
No. (Kg.) No. for 1 Battery Total
Approx. Pair of consisting 18 (in
Ovens Pair of Ovens MT)
1 Standard Size 9"x 4 1/2"x3" 40%D 4.48 13,000 2,34,000 1,048.32
2 Standard Size 9"x 4 1/2" x3" IS-8 4.38 10,000 1,80,000 788.4
3 Standard Size 9"x 4 1/2"x3" IS-6 4.18 5,000 90,000 376.2
4 Standard Size 9"x 4 1/2 " x 2 1/2" IS-8 3.65 500 9,000 32.85
5 Standard Size 9"x 4 1/2 " x 2" IS-8 2.92 200 3,600 10.512
6 Standard Size 9"x 4 1/2 " x 1 1/2" IS-8 2.19 100 1,800 3.942
7 Standard Size 9"x 4 1/2 "x 1" IS-8 1.46 100 1,800 2.628
8 End / Arch 9"x 4 1/2 "x 2 1/2"x2" 40%D 3.36 3,600 64,800 217.728
9 End/ Arch 9"x 4 1/2 "x 3"x2" 40%D 3.73 1,200 21,600 80.568
10 End/Arch 9"x 4 1/2 "x 2 1/2"x2" IS-8 3.29 100 1,800 5.922
11 End/Arch (Tunnel) 9"x 4 1/2 "x 3"x2" IS-6 3.48 350 6,300 21.924
12 Side/Arch 9"x 4 1/2 "x 3"x2" IS-6 3.48 1,800 32,400 112.752
13 End/Arch (Tiles) 9"x 6 3/4" x 3"x2 1/2" IS-8 6.02 60 1,080 6.5016
14 End/Arch (Tiles) 9"x 6 3/4" X 3"x 2" IS-8 5.48 30 540 2.9592
15 Standard (Tiles) 9"x 6 3/4" X 3" IS-8 6.57 400 7,200 47.304

78
 16 Tiles 18"x 12 "x 4 1/2" IS-8 35.04 115 2,070 72.5328
17 Tiles 16"x12"x4 1/2" IS-8 31.15 101 1,818 56.6307
18 Tiles 18"x9"x 4 1/2" IS-8 26.28 45 810 21.2868
19 Tiles 18"x9"x3"x2 1/2" IS-8 16.06 8 144 2.31264
20 Tiles (Plain) 24" x 12"x3"x2" IS-8 25.96 17 306 7.94376
21 Fire Clay (Mortar) MT IS-8 10 180 180
22 Conventional Castable MT 45% Al2O3 0.5 9 9
23 Insulating Powder MT 4 72 0
24 Gorak to Mase MT 0.5 9 0
25 Silicate Kg 30 540 0
26 Gourd Kg 30 540 0
27 End/Arch (Tunnel) 9"x 4 1/2" x 3"x1" IS-8 2.92 50 900 2.628
Total 3,110.846

Our Company has given the proposed work of Refractory Bricks & Accessories for Ovens set up to Esskay Machinery
Pvt. Ltd. The estimated cost for the above is ₹ 665.00 Lakhs based on the quotation of Esskay Machinery Private Limited.
This estimated cost is based on quotations received from Esskay Machinery Private Limited dated August 28, 2024 and the
same is valid till February 28, 2025.

Structural Steels for Oven Construction

The total steel structure requirements work out based on battery technical specifications. The total requirements of steel
structure estimated as under:

Sr. No. Steel Type Requirement (in MT) Total Estimated Value
(₹ in Lakhs)
1 Channel 100 x 75 (6 mm) 2.5 3.10
2 Channel 75 x 40 (6 mm) 12.0 14. 88
3 Angle 65 x 65 (6 mm) 1.0 1.24
4 Round 20 mm 0.5 0.62
5 I channel 250 x 125 (6 mm) 9.0 11.16
6 I channel 200 x 100 (6 mm) 3.5 4.34
7 Channel 200 x 75 (6 mm) 5.0 6.20
8 Round 32 mm 2.0 2.48
9 Rail 105 Pound 16.5 22.50
10 I channel 150 x 75 (6 mm) 9.0 11.16
11 Angle 75 x 75 (8 mm) 5.5 6.82
12 I channel 300 x 140 (6 mm) 11 13.64
13 Plate (12 mm) 5 ft x 20 ft - 1 Piece 2 2.48
Total MT 79.5 100.62

The above prices are based on estimated value including cost of steel structure, fabrications, blasting and other incidental cost is
based on quotations received from Esskay Machinery Private Limited dated August 28, 2024 and the same is valid till February 28,
2025.

Other Plant and Machinery

Along with construction of new battery various other equipment are also required which are part of the plant. The details of the
same are as under:

Sr. Particulars Quantity Estimated Cost

No. (₹ in Lakhs)
1 Coal Crusher (4 Hammer, Motor - 75 HP - 1440 RPM) 1
2 Electronic Pitless Type Weighbridge (16 meters x 3 meters) 1 135.00
3 800 X 800 Toothed Double Roll Cutter (50 TPH, Motor - 2 Nos. X 25 HP, 720 RPM) 1 (Lumpsum vale)
4 650 X 1000 Toothed Double Roll Cutter (30 TPH, Motor - 25 HP, 720 RPM) 1
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5 Vibrator Screen 20' X 5' (Triple Deck - 50 TPH) 1

The above prices are based on quotations received from Esskay Machinery Pvt. Ltd. dated August 28, 2024 and the same
is valid till February 28, 2025.

Electricals and DG Set

The proposed electrical equipment and cables requirements are estimated as under:

Material Description Motor Starter Main Uses Estimated Cost

Required Required Panel (₹ in Lakhs)
Qty Qty Required
Qty
One 250 KVA - - - For Input Power from
Transformer Grid
90 HP Motor 1 - 1 Coal crusher
Crusher Motor Spare 1 Crusher Motor
10 HP Motor 2 1 Quenching Pump
7.5 HP Motor 11 2 8 (Both Winch motor & vibrator
side
operating
5 HP Motor 12 2 2 (Both Reversible conveyor & other conveyor
side (Coal & coke side)
operating) 65.00
25 HP Motor 4 - - Primary & secondary cutter (Lumpsum
Panel (Main) 1 Nos - - Cutter & vibrator value)
250 SQMM X 4 Core 200 MTRS - - -
Aluminium Cable
150 SQMM X 4 Core 300 MTRS - - -
Aluminium Cable
4 MM Copper Cable 1000 - - -
MTRS
2.5 MM Copper Cable 1000 - - -
MTRS
DG Set with Panel - 1 500 KV - - For Back-up Power
No.

The total estimated value of the above electrical equipment and DG set is ₹ 65.00 Lakh based on quotations received from
Esskay Machinery Private Limited dated August 28, 2024 and the same is valid till February 28, 2025.

Pollution Control Devices

The coke oven gas about 25,000 Nm3/hr at 1,000 C from each battery is passing through water cooled HE and Bag filter under
suction created by ID fan and being released to atmosphere at 800-900 C through 40m stack. The particulate matter remains
within permissible limit of 100 micrograms/M3. The Coal handling section will be covered conveyors and water sprinklers for
abatement of fugitive emission. There will be additional bag filter and 30m stack for coal handling section. The estimations of
Pollution Control Device are as under:

Material Description Required Qty Uses Estimated Cost (₹ in Lakhs)

Pollution Control Devices 1 Sets Dust Collector 30.00
(Lumpsum value)

The above prices are based on quotations received from Esskay Machinery Pvt. Ltd. dated August 28, 2024 and the same is
valid till February 28, 2025.

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Civil Construction

Material Description Required Qty Uses Estimated

Cost
(₹ in Lakhs)
Construction of Coke Oven Chimney of 120 m’ for one 1 Emission of Flue
Battery Gas
WASTE WATER MANAGEMENT:
Daily production usage waste water will be discharged to
recycling water tanks. The same water will be used for the
processing production. Zero Outside Water Discharge
shall be maintained & also Rain water to be collected in low 1 Recycling of
45.00
lying area in the premises of the plant. Water
(Lumpsum
value)
TANK SIZE: 18’ X 6‘X 6’
Construction of Oven Wharf in front of the Oven Gates at 2 sides Discharge of
both sides of each Battery required for both the units. Production Coke
on Wharf
Each Wharf Size: 130’ x 45’ for one side
Construction of Electrical Panel Rooms, Construction of 1 --
DG Rooms & Construction of Production Control Rooms

The above prices are based on quotations received from Esskay Machinery Private Limited dated August 28, 2024 and the
same is valid till February 28, 2025.

2. Modernization of Existing Plant

Our Company also proposed to modernize the existing Plant, at Baramana, Jajpur, Odisha. Our Company appointed Esskay
Machinery Pvt. Ltd. to carry out feasibility study on the modernization of existing plant with estimated cost. As per their
feasibility report the following major key areas needs to be addressed on priority:

• Enhancement of Coke Oven output with the availability of current production facilities.

• Minimization of By-Product (i.e. Coke Fines) generation in the Production Process.

• Improvement in the Coke Sizing Process to improve output & reduction of generation of By-Product (i.e. Coke Fines)
through Modernization of Coke Cutting Plants Vibrator Plant.

• Reduction of Moisture on Coke Output.

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 The estimated cost of modernization of existing plant is as per their quotation dated August 28, 2024 as under:

Sr. Sr. Description Unit price Quantity Estimated Cost

No. (₹ in Lakh) No. (₹ in Lakhs)

1. Setting up Coal Stamp Charging Machines in existing 22.00 3 66.00

96 ovens
2. Double Door Construction for Stamping - - 98.00
3. Coke Cutter and Vibration Unit Upgradation -
a. Primary Cutter 1
Secondary Cutter 1 66.00
b. Vibrator Machine 1
4. Installation of Coke Dryer - 1 22.00
5. Total Cost - - 252.00
6. Transportation cost @ 2% - - 5.04
7. GST@18% - - 46.27
Total estimated cost 303.31

The above prices are based on quotations received from Esskay Machinery Private Limited dated August 28, 2024 and the
same is valid till February 28, 2025.

The technical description of each equipment and specifications, which are recommended as per their feasibility report is as under:

Setting up coal stamp charging machines in existing 96 ovens:

It is recommended to introduce Stamping Mechanism to increase the current Production Capacity, by augmenting the volume
of Input Coal Charging. The current Bulk Density (BD) of Charging Coal per Oven is at the range of 0.7 MT (700 kg)/oven
volume. With in-house R&D, the supplier of equipment has developed an established technology by designing a Stamp
Charging Machine to operate inside the ovens during the process of Coal Charging. Through this process the BD will improve
from the current level of 0.7 MT (700 kg)/per oven volume to the 1 -1.2 MT (1000 kg to 1200 kg)/per oven volume, for all 96
ovens in all 3 Batteries. (Coke Plants).

There will be a remarkable enhancement in the Coal Consumption per oven metric for the total existing 96 Ovens. The
Consumption of Coal per Oven will increase by 1.2 to 1.5 mt. The Total Coal consumption per day will go up by 60 MT/ day
with an increase of Production by 35 MT - 40 MT per day resulting in an expected augmentation in the annual production by
10,000 MT - 12,000 MT. The additional advantage of stamping of coal results in additional compactness of feed material which
leads to higher strength Coke Production post carbonization process, resulting in Minimization By-Product generation (i.e.
Coke Fines) during the sizing process, which will directly impact in reduction in Cost of Production.

Double Door Construction for Stamping;

To implement Stamp Charging Mechanism effective inside the operation of Coke Ovens, it is pre-requisite to install Double
Door Oven Doors instead of existing Single Oven Door. Use of Double Door is vital to make the operation of Stamping Machine
effective. We proposed to replace all the existing 96 ovens Single Door with High Heat Resistivity Insulated Double Doors
along with ten Spare Doors for each Battery of 32 Ovens.

The Installation of High Heat Resistivity Double Doors will ensure:

• Aiding the efficient application of the Stamping Machine in the Production process.

• Reduction in Mean Charge & Discharge time per oven by 15 minutes, leading to quicker overall Production Cycle
Time and Leaner Post Coke processing and Dispatch schedules.

• Greater Heat resistivity of gates aiding in its durability resulting in greater per Gate Usage cycle.

Coke Cutter and Vibration Unit Upgradation:

82
With an elaborate Technical Study of the current operational installed Coke Cutters & Vibrating Screening Units, in the
feasibility report, Technical Team has recommended to upgrade the existing setup with the Installation of Higher Efficiency.
The Two stage cutting through Primary & Secondary Coke Cutters to achieve maximum output of Coke Cutting for the required
size of 10 mm – 30 mm / 40 mm which is required in order to manufacture Ferro Alloys Grade Metallurgical Coke.

Also, the major area of focus is to minimize the generation of By-Product (i.e. Coke Fines) during the cutting and screening
process. To synchronize with the new high efficiency Coke Cutter, we recommend the Installation of a High Capacity Vibrating
Screening unit to support the Cut Coke output from the new Cutting unit.

Upgradation of Cutter Units and Vibrating Screen Unit will ensure:

• The increase in Output Capacity of Primary Cutter and Secondary Cutter with augmentation of Output capacity to 30
Tonnes per Hour (TPH), resulting in quicker finished product processing time (decrease in each cutting shift cycle
time by 1.5 hours - 2 hours) allowing in leaner dispatch time and better inventory management.

• Increase in Vibrating Screen length and width from existing setup, resulting in better screening efficiency by allowing
higher quality segregation of sized finished product (10 - 30/40 mm size), which doesn’t allow over cutting and greater
By-Product generation, matching the increase in volume of input feed from upgraded Cutter Units.

• Introduction of Cutting Rings in place of orthodox welded Jaw Plates in the cutters which are used to cut the Coke
Lumps, allows greater emphasis on Cutting quality & lesser emphasis on Crushing Impact, which leads to lesser
process loss, hence lesser By-Product generation.

• Use of Cutting rings in cutters made from Chrome Molly KMD leads to greater durability of cutting rings, since the
wear per cutting cycle is considerably lower, resulting in leaner spares inventory investment.

Coke Cutter Specification:

Wide -1000 MM X DIA -650 MM

Feed Size: 100 MM
Out-Put Product: 10mm -30mm /40 mm
Capacity: 30 TPH
Bulk Density: 0.8T/Cu. M
Crushing Ring Material: Chrome Molly KMD
Number of Crushing Rings: 31 Numbers with 60 mm Ring Thickness.

Vibrator Specification:

Size of Basket: 1600 mm Wide X 4000 MM Long

Number of Decks: II

Use of better quality of Mesh Cloth with greater Shore Hardness metrics allows greater durability of Vibrating Unit Screens
and helps implement leaner spares inventory investment.

Screen Cloth MOC: 0.5% High Carbon Steel -IS 4454 / PU MOC based screens efficient durable screen cloth.

Installation of Coke Dryer

Eskkay Machinery Private Limited recommended to install a Coke Drying Machine which will dry using Heat tapped from
Recovered Waste Gas to reduce the Total Moisture (TM) on coke produced by our Company. The Coke will be fed in an
insulated rotating shell, with the waste heat gas being passed through from the opposite side, with the counter current allowing
the rotating input material to dry during the cycle time, as it will discharge, resulting in drier Coke. With a continuous feed rate,
it will provide a mean cycle time of 10.5 minutes per drying cycle with an average reduction of 6.5% - 7% Total Moisture (TM)
in the input cargo.

83
 The installation of Coke Dryer will result in:

• During the Monsoon season, in order to still meet the Moisture parameters in the finished product, the Coke Dryer will
dry excess wet material prior loading.

• Lesser dependency on natural Air Drying, and allowing more reliable drying and material handling of cargo.

• Tapping an already existing source of heat without any additional investment towards an energy source.

3. General corporate purposes

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

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

We confirm that any issue related expenses shall not be considered as a part of General Corporate Purposes. Further in case, our
actual issue expenses turn to be lesser than the estimated issue expenses, such surplus amount shall be utilized towards other
Objects or for General Corporate Purposes in such a manner that the amount for general corporate purposes, shall not exceed
25% of the amount raised by our Company through this Issue.

Interim use of net proceeds

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

Bridge financing facilities

Our Company has not raised any bridge loans from any bank or financial institution as on the date of this draft red herring prospectus,
which are proposed to be repaid from the net proceeds

Offer expenses

The total expenses of the Issue are estimated to be approximately ₹ [●] lakh. The expenses of this Issue include, among others,
listing fees, selling commission and brokerage, fees payable to the Lead Manager, fees payable to legal counsel, fees payable to the
Registrar to the Issue, escrow collection bank and sponsor bank to the Issue, processing fee to the SCSBs for processing application
forms, brokerage and selling commission payable to members of the syndicate, Registered Brokers, DPs, printing and stationery
expenses, advertising and marketing expenses and all other incidental and miscellaneous expenses for listing the Equity Shares on
our Company. The estimated Issue expenses are as under:

84
 Expenses* Estimated As a % of the As a % of the
expenses# (₹ in total estimated total Gross
lakhs) Issue expenses# Issue
Proceeds#
Fees payable to LM including underwriting commission [●] [●] [●]
Advertising and marketing expenses [●] [●] [●]
Fees to the Registrar to the Issue [●] [●] [●]
Fees Payable to Legal Advisors [●] [●] [●]
Fees payable to the regulators including stock exchange(s) [●] [●] [●]
Printing and distribution of Issue stationary [●] [●] [●]
Commission/processing fee for SCSBs, Sponsor Banks and Banker to the [●] [●] [●]
Issue, Brokerage, commission and selling commission, Registered
Brokers, RTAs and DPs
Others (expenses and fees payable for marketing & distribution, Market [●] [●] [●]
Making, Underwriting, Peer Reviewed Auditor, out of pocket and
miscellaneous expenses etc.)
Total Estimated Issue Expenses [●] [●] [●]
* Issue expenses include goods and services tax, where applicable. Issue expenses are estimates and are subject to change.
# Amounts will be finalized and incorporated in the Prospectus on determination of Issue Price.

Structure for commission and brokerage payment to the SCSBs Syndicate, RTAs, CDPs and SCSBs:

(1) The SCSBs and other intermediaries will be entitled to a commission of ₹ 10 for every valid Application Form submitted to them and uploaded on the electronic
system of the BSE by them.
(2) SCSBs will be entitled to a processing fee of ₹ 10 per Application Form, for processing of the Application Forms procured by other Application Collecting
Intermediary and submitted to them.
(3) Selling commission payable to Registered broker, SCSBs, RTAs, DPs on the portion directly procured from Retail Individual Investors and Non-Institutional
Investors, would be 0.01 % on the Allotment Amount.
(4) No additional uploading/processing charges shall be payable to the SCSBs on the applications directly procured by them.
(5) The commission and processing fees shall be released only after the SCSBs provide a written confirmation to the Lead Manager not later than 30 days from
the finalization of Basis of Allotment by the Registrar to the Offer in compliance with SEBI Circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2,
2021 read with SEBI Circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI Circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.
(6) Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.

Funds Deployed and Source of Funds Deployed

The following funds have been deployed for the proposed Objects of the Issue:

(₹ in lakhs)
Particulars Amount
Issue related expenses* 12.00
Total 12.00
* As certified by M/s. Goutam & Co., Chartered Accountants, the Peer Review Statutory auditor of our Company, by way of their certificate dated October 21, 2024.
This amount is exclusive of applicable taxes. The source of financing of this amount incurred was from the internal accrual of our Company.

Bridge Financing Facilities

We have not raised or have no intention to raise any bridge loans from any bank or financial institution as on the date of this Draft
Prospectus, which are proposed to be repaid from the Net Proceeds.

Interim Use of Funds

Pending utilization of the Issue Proceeds for the Objects of the Issue, our Company shall deposit the funds only in one or more
Scheduled Commercial Bank(s) included in the Second Schedule of Reserve Bank of India Act, 1934. In accordance with Section
27 of the Companies Act, 2013, our Company confirms that, pending utilization of the proceeds of the Issue as described above, it
shall not use the funds from the Issue Proceeds for any investment in equity and/or real estate products and/or equity linked and/or
real estate linked products.

85
Monitoring Utilization of Funds

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

Pursuant to Regulation 32 of the SEBI (LODR) Regulation, 2015, our Company shall on a half-yearly basis disclose to the Audit
Committee the uses and application of the Net Proceeds. Until such time as any part of the Net Proceeds remains unutilized, our
Company will disclose the utilization of the Net Proceeds under separate heads in our Company’s balance sheet(s) clearly specifying
the amount of and purpose for which Net Proceeds have been utilized so far, and details of amounts out of the Net Proceeds that
have not been utilized so far, also indicating interim investments, if any, of such unutilized Net Proceeds. In the event that our
Company is unable to utilize the entire amount that we have currently estimated for use out of the Net Proceeds in a Fiscal Year,
we will utilize such unutilized amount in the next financial year. Further, in accordance with Regulation 32(1)(a) of the SEBI
(LODR) Regulation, 2015 our Company shall furnish to the Stock Exchange(s) on a half yearly basis, a statement indicating material
deviations, if any, in the utilization of the Net Proceeds for the Objects stated in this Draft Prospectus.

Variation in Objects

In accordance with Section 13(8) and Section 27 of the Companies Act, 2013 and applicable rules, our Company shall not vary the
Objects of the Issue without our Company being authorized to do so by the Shareholders by way of a special resolution through
postal ballot. In addition, the notice issued to the Shareholders in relation to the passing of such special resolution (the “Postal Ballot
Notice”) shall specify the prescribed details as required under the Companies Act and applicable rules. The Postal Ballot Notice
shall simultaneously be published in the newspapers, one in English and one in the vernacular language of the jurisdiction where
the Registered Office is situated. Our Promoter(s) will be required to provide an exit opportunity to such Shareholders who do not
agree to the proposal to vary the Objects, subject to the provisions of the Companies Act and in accordance with such terms and
conditions, including in respect of pricing of the Equity Shares, in accordance with our Articles of Association, the Companies Act
and the SEBI ICDR Regulations.

Appraising agency

None of the Objects of the Issue for which the Net Proceeds will be utilized have been appraised by any bank/ financial
institution/any other agency.

Shortfall of Funds

Any shortfall in meeting the fund requirements towards the Objects, if any, will be met by way of internal accruals.

Other Confirmations

No part of the Net Proceeds will be paid by our Company as consideration to our Promoter(s), Promoter Group, subsidiary, Directors,
key management personnel, senior management personnel or Group Companies, either directly or indirectly. Except in the normal
course of business and in compliance with applicable law, there are no existing or anticipated transactions in relation to utilization
of Net Proceeds with our Promoter(s), Promoter Group, subsidiaries and Directors.

86
 BASIS OF OFFER PRICE

The Offer Price has been determined by our Company in consultation with the Lead Manager on the basis of the key business
strengths. Investors should read the following basis with the sections titled “Risk Factors”, “Financial Information” and the
chapter titled “Our Business” beginning on page no. 22, 161 and 102, respectively, to get a more informed view before making
any investment decisions. The trading price of the Equity Shares of our Company could decline due to these risk factors and you
may lose all or part of your investments.

The Offer Price will be determined by our Company in consultation with the Lead Manager on the basis of an assessment of market
demand for the Equity Shares offered through the fixed price method and on the basis of the quantitative and qualitative factors as
described below. The face value of the Equity Shares is ₹10 each and the Issue is ₹[●] which is [●] times of the face value.

Qualitative Factors

Some of the qualitative factors and our strengths which form the basis of Issue Price are:

✓ Strategic Location of Manufacturing Facilities

✓ Experienced Promoter and Management Team
✓ Excellence in Producing High-Quality LAM Coke
✓ Established customer base for Products and byproduct
✓ Own Fleet for Just-In-Time (JIT) delivery
✓ Strong existing client relationship
✓ A successful and proven track record of manufacturing LAM coke in the region
✓ Offering Flexible Operation for meeting specific customers requirement
✓ Strong technical and execution capabilities to maintain quality of LAM Coke

For more details on qualitative factors, refer to chapter titled “Our Business” on page 102.

Quantitative Factors

The information presented in this section is derived from our Restated Consolidated Financial Statements. For more details on
financial information, investors please refer the chapter titled “Restated Financial Statements” on page 161. The ratios set forth
below have been computed on the basis of the Restated Financial Statement and after considering the impact of issuance of
bonus shares, split and consolidation of the Equity Shares. Investors should evaluate our Company taking into consideration its
earnings and based on its growth strategy. Some of the quantitative factors which may form the basis for computing the price
are as follows:

1. Basic and Diluted Earnings per Equity Share (“EPS”), pre-Issue for the last three years, as per restated financial
adjusted for changes in capital

Financial period Basic EPS (in ₹) Diluted EPS (in ₹) Weight

September 30, 2024 2.65 2.65 -
Fiscal 2024 7.08 7.08 3
Fiscal 2023 6.64 6.64 2
Fiscal 2022 5.64 5.54 1
Weighted Average 6.69 6.69
Note: EPS has been calculated in accordance with the Accounting Standard 20 – “Earnings per share”. The face value of equity shares of the Company is ₹10.

2. Price Earning (P/E) Ratio in relation to Fixed Issue Price of ₹ [●] per Equity Share

Particulars P/E Ratio at the lower P/E Ratio at the higher P/E at the Issue Price
end of the price band end of the price band (number of times)
(number of times) (number of times)
Based on basic EPS for Fiscal 2024 [●] [●] [●]
Based on diluted EPS for Fiscal 2024 [●] [●] [●]

87
3. Industry Peer Group P/E Ratio

Particulars P/E*
Highest 68.85
Lowest 68.85
Average 68.85
*Source: The industry high and low has been considered from the industry peer set provided. The industry composite has been calculated as the arithmetic
average P/E of the industry peer set disclosed in this section. Since, there is only one comparable Peer listed company, therefore, above figures are taken for
that comparable Peer listed company.

4. Return on Net Worth (“RoNW”):

Financial period RoNW (%)* Weight

September 30, 2024 8.43**
Fiscal 2024 24.61 3
Fiscal 2023 30.57 2
Fiscal 2022 37.40 1
Weighted Average*** 28.73
*Return on net worth is the restated profit for the period or year divided by the net worth.
** Not annualized
*** The weighted average is a product of RoNW and respective assigned weight dividing the resultant by total aggregate weight.

5. Net Asset Value (“NAV”) per Equity Share:

Particulars NAV (₹)

As at September 30 , 2024 31.44
After the completion of the Issue At the Issue price: [●]
*As per the Restated Consolidated Financial Statements. Net Asset Value per equity share represents net worth as at the end of the period, as restated, divided by
the number of Equity Shares outstanding at the end of the period.

6. Comparison with Industry Peers

Name of the Company Standalone/ Face P/E** EPS RoNW NAV per Revenue
Consolidated Value (₹) (Diluted) (%) equity from
(₹) share (₹) Operation
(Rs. in
Lakh)
Nilachal Carbo Metallicks limited Consolidated 10 [●] 7.08 24.61 28.79 26,510.68
Peers:
Stratmont Industries Limited* Standalone 10 68.85 2.17 20.52 10.57 8,725.33
*Information is based as per available financials for FY 2024 of the Peers from the stock exchange. For the Company, information is based on latest full year fiscal
as per the Restated Financial Statements for FY 2024.
** Price is taken as closing price on BSE Limited (i.e. Rs. 149.40) on November 4, 2024.

7. Key Performance Indicators (KPIs)

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. 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 our Board of Directors),
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 Issue Section, whichever is later or for such other
duration as may be required under the SEBI ICDR Regulations. The KPIs disclosed also help us in analyzing the growth of various
verticals in comparison to our peers.

The KPIs herein have been certified by Goutam & Co., Chartered Accountant, the Peer Reviewed statutory auditor of our Company,
by way of their certificate dated October 21, 2024 and the same have been approved by the Audit Committee at its meeting held
October 21, 2024.

88
Statement of Key Performance Indicators as at and for the period ended September 30, 2024 and the Fiscal 2024, 2023 and 2022:

(Rs. in lakh, except ratios and percentage)

As of and for
Particular September 30,
FY 2023-24 FY 2022-23 FY 2021-22
2024
Revenue from Operations 9,898.07 26,510.68 26,621.02 19,919.30
Other Income 19.99 201.97 224.96 139.00
Total Income 9,918.06 26,712.65 26,845.98 20,058.30
EBITDA 1,164.57 2,498.05 2,231.98 1,893.61
EBITDA Margin (%) 11.77% 9.42% 8.38% 9.51%
Profit After Tax (PAT) 591.67 1,581.81 1,481.68 1,258.42
PAT Margin (%) 5.98% 5.97% 5.57% 6.32%
Net worth 7,019.78 6,428.11 4,846.3 3,364.61
Total Debt 2,480.35 2,613.81 1,883.68 1,007.21
Return on Equity (ROE) (%) 8.43%* 24.61% 30.57% 37.40%
Return on Capital Employed (ROCE) (%) 10.68%* 23.33% 27.59% 35.78%
EPS (Rs.) 2.65 7.08 6.64 5.64
Book Value per Share (Rs.) 31.44 28.79 21.71 15.07
Debt To Equity Ratio 0.35 0.41 0.39 0.30
* Not annualized
a) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements.
b) Other Income means the business income other than Revenue from Operations as appearing in the Restated Financial Statements.
c) Total Income refers to Revenue from Operations + Other Income.
d) EBITDA refers to earnings before interest, taxes, depreciation, amortization, gain or loss from discontinued operations and exceptional items. EBITDA
is calculated as Profit before tax + Depreciation + Finance Cost
e) EBITDA Margin refers to EBITDA during a given period as a percentage of revenue from operations during that period.
f) PAT Margin i.e. Net Profit Ratio/Margin quantifies our efficiency in generating profits from our revenue and is calculated by dividing our net profit
after taxes by our revenue from operations.
g) Net worth means the aggregate value of the paid-up share capital and reserves and surplus.
h) Return on equity (ROE) is profit after tax for the year divided by the net worth during that period and is expressed as a percentage.
i) RoCE (Return on Capital Employed) is calculated as Earnings Before Interest and Tax (EBIT) (i.e., Profit before tax + Finance Cost) divided by capital
employed, which is defined as total equity (i.e. net worth) and long term/short term debt.
j) EPS (Earning per Share) is calculated as PAT divided by no. of Equity Shares
k) Book Value per Share is calculated as net worth divided by no. of Equity Shares
l) Debt to equity ratio is calculated by dividing the debt by net worth.

Explanation for KPI metrics

KPI Explanations
Revenue from Revenue from Operations is used by our management to track the revenue profile of the
Operations business and in turn helps assess the overall financial performance of our Company and size
(₹ Lakhs) of our business.
Total Revenue Total Revenue is used to tack the total revenue generated by the business including other
income.
EBITDA (₹ Lakhs) EBITDA provides information regarding the operational efficiency of the business.
EBITDA Margin (%) EBITDA Margin is an indicator of the operational profitability and financial performance of
our business.
Profit After Tax Profit after tax provides information regarding the overall profitability of the business.
(₹ Lakhs)
PAT Margin PAT Margin is an indicator of the overall profitability and financial performance of our
business.
ROE (%) ROE provides how efficiently our Company generates profits from shareholders’ funds.
Debt To Equity Ratio Debt-to-equity (D/E) ratio is used to evaluate a company’s financial leverage.
Interest Coverage The interest coverage ratio is a debt and profitability ratio used to determine how easily a
Ratio company can pay interest on its outstanding debt.
Return on Capital It is calculated as profit before tax plus finance costs divided by total equity plus non-current

89
 KPI Explanations
employed (RoCE) liabilities.
(%)
Current Ratio It tells management how business can maximize the current assets on its balance sheet to
satisfy its current debt and other payables.
Net Capital Turnover This metric enables us to track the how effectively company is utilizing its working capital to
Ratio generate revenue.

Comparison of financial KPIs of our Company and our listed peers

(Rs. in Lakh)
KPIs The Company - Stratmont Industries Limited*
Nilachal Carbo Metalicks Limited
FY 2023-24 FY 2022-23 FY 2023-24 FY 2022-23

Revenue from Operations 26,510.68 26,621.02 8,725.33 5,264.36

Other Income 201.97 224.96 24.23 19.13
Total Income 26,712.65 26,845.98 8,749.56 5,283.49
EBITDA 2,498.05 2,231.98 210.70 141.92
EBITDA Margin (%) 9.42% 8.38% 2.41 2.70
Profit After Tax (PAT) 1,581.81 1,481.68 75.90 73.47
PAT Margin (%) 5.97% 5.57% 0.87% 1.40%
Net worth 6,428.11 4,846.3 369.81 293.91
Total Debt 2,613.81 1,883.68 2,798.37 764.55
Return on Equity (ROE) (%) 24.61% 30.57% 20.52% 25.00%
Return on Capital Employed (ROCE) (%) 23.33% 27.59% 18.78% 29.29%
EPS (Rs.) 7.08 6.64 2.17 2.10
Book Value per Share (Rs.) 28.79 21.71 10 10
Debt To Equity Ratio 0.41 0.39 7.57 2.60
*Our Company does not have any other comparable listed peer, therefore information related to only one listed peer group company
has been provided.

Notes:
a) Revenue from Operations means the Revenue from Operations as appearing in the Restated Financial Statements.
b) Other Income means the business income other than Revenue from Operations as appearing in the Restated Financial Statements.
c) Total Income refers to Revenue from Operations + Other Income.
d) EBITDA refers to earnings before interest, taxes, depreciation, amortization, gain or loss from discontinued operations and exceptional items. EBITDA is
calculated as Profit before tax + Depreciation + Finance Cost
e) EBITDA Margin refers to EBITDA during a given period as a percentage of revenue from operations during that period.
f) PAT Margin i.e. Net Profit Ratio/Margin quantifies our efficiency in generating profits from our revenue and is calculated by dividing our net profit after
taxes by our revenue from operations.
g) Net worth means the aggregate value of the paid-up share capital and reserves and surplus.
h) Return on equity (ROE) is profit after tax for the year divided by the net worth during that period and is expressed as a percentage.
i) RoCE (Return on Capital Employed) is calculated as Earnings Before Interest and Tax (EBIT) (i.e., Profit before tax + Finance Cost) divided by capital
employed, which is defined as total equity (i.e. net worth) and long term/short term debt.
j) EPS (Earning per Share) is calculated as PAT divided by no. of Equity Shares
k) Book Value per Share is calculated as net worth divided by no. of Equity Shares
l) Debt to equity ratio is calculated by dividing the debt by net worth.

8. Justification for Basis for Offer price

A. The price per share of our Company based on the primary/ new issue of shares (equity / convertible securities),
excluding shares issued under ESOP/ESOS and issuance of bonus shares, during the 18 months preceding the date
of this Prospectus, where such issuance is equal to or more than 5% of the fully diluted paid-up share capital of the
Company in a single transaction or multiple transactions combined together over a span of rolling 30 days
(“Primary Issuances”)

Our Company has not issued any Equity Shares or convertible securities (“Security(ies)”), excluding issuance of bonus
Equity Shares, during the 18 months preceding the date of this Draft Prospectus, where such issuance is equal to or more
90
 that 5% of the fully diluted paid-up share capital of our Company (calculated based on the pre-Offer capital before such
transaction/s), in a single transaction or multiple transactions combined together over a span of rolling 30 days.

B. Price per share of the Company based on secondary sale or acquisition of equity shares or convertible securities
(excluding gifts) involving any of the Promoters, members of the Promoter Group or Shareholders with rights to
nominate directors during the 18 months preceding the date of filing of the Prospectus, where the acquisition or sale
is equal to or more than 5% of the fully diluted paid-up share capital of our Company, in a single transaction or
multiple transactions combined together over a span of rolling 30 days (“Secondary Transactions”)

There have been no secondary sale / acquisitions of Equity Shares, where the Promoters, members of the Promoter Group,
Selling Shareholders or shareholder(s) having the right to nominate director(s) on the Board are a party to the transaction,
during the 18 months preceding the date of this Prospectus, where either acquisition or sale is equal to or more than 5% of
the fully diluted paid-up share capital of the Company (calculated based on the pre-offer share capital before such
transaction/s), in a single transaction or multiple transactions combined together over a span of rolling 30 days.

C. Since there are no such transaction to report to under (A) and (B), the following are the details basis the last five
primary and secondary transactions (secondary transactions where Promoters, Promoter Group or shareholder(s)
having the right to nominate director(s) on our Board, are a party to the transaction), not older than three years
prior to the date of this Draft Prospectus irrespective of the size of transactions:

Date of Allotment No. of Face Offer Nature of Nature of Allotment Total

Equity Value Price Considerati Considerati
Shares (₹) (₹) on on (₹)
allotted
Primary Issuances
Nil NA NA NA NA NA NA
Weighted average cost of acquisition (WACA) (primary issuances) (₹ per Equity Share) Nil
Secondary Transactions
Nil
Weighted average cost of acquisition (WACA) (secondary transactions) (₹ per Equity Share) NA

D. The Issue Price is [●] times the weighted average cost of acquisition based on Primary Issuances/ Secondary
Transactions, as set out above in paragraph A & B or C above, are set out below:

Past Transactions Weighted average Issue Price

cost of acquisition (₹[●])
(in ₹)
Weighted average cost of acquisition (WACA) of Primary issuances(A) NA NA
Weighted average cost of acquisition (WACA) of Secondary transactions(B) NA NA
Weighted average cost of acquisition (WACA) of Primary issuances(C) Nil NA
Weighted average cost of acquisition (WACA) of Secondary transactions(C) Nil NA

E. Explanation for Issue Price being [●] times of weighted average cost of acquisition of primary issuance price /
secondary transaction price of Equity Shares along with our Company’s key performance indicators and financial
ratios for the period ended September 30, 2024 and the Financial Years 2024, 2023 and 2022

Not applicable as there is neither any primary issuance or secondary transaction of Equity Shares.

F. Explanation to the Issue Price being [●] times of weighted average cost of acquisition of Primary issuance price/
Secondary transaction price in view of external factors which may have influenced the Offer Price, if any

Not applicable as there is neither any primary issuance or secondary transaction of Equity Shares. We believe that there
are no such external factors which may have influenced the Offer Price.

1. The face value of our share is ₹10 per share and the Issue Price is of ₹[●] per Share are [●] times of the face value.
91
The Company in consultation with the Lead Manager, believes that the Offer Price of ₹[●] per Equity Share for the Issue
is justified in view of the above parameters. Investor should read the abovementioned information along with the section
titled "Risk Factors" on page 22 and the financials of our Company including important profitability and return ratios, as
set out in the section "Restated Financial Statements" on page 161.

The Issue Price has been determined by our Company in consultation with the Lead Manager and is justified by our
Company in consultation with the Lead Manager on the basis of the above information.

92
 STATEMENT OF POSSIBLE TAX BENEFITS

To,
The Board of Directors,
Nilachal Carbo Metalicks Limited
AT N/4-158, IRC Village
Bhubaneshwar 751015
Odisha, India

Dear Sirs / Madam,

Subject - Statement of possible tax benefits (“the statement”) available to Nilachal Carbo Metalicks Limited (“the
company”), its shareholder prepared in accordance with the requirement in Point No. 9 (L) of Part A of Schedule VI to the
Securities Exchange Board of India (Issue of Capital Disclosure Requirements) Regulations, 2018.

Reference - Initial Public Offer of Equity Shares by Nilachal Carbo Metalicks Limited.

This Report is issued in accordance with the terms of our engagement letter/agreement dated 14/10/2024.

The preparation of the Statement is the responsibility of the Management of Nilachal Carbo Metalicks Limited (hereinafter the
“Company”) including the preparation and maintenance of all accounting and other relevant supporting records and documents.
This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and
presentation of the Statement and applying an appropriate basis of preparation; and making estimates that are reasonable in the
circumstances.

We conducted our examination of the Statement in accordance with the Guidance Note on Reports or Certificates for Special
Purposes issued by the Institute of Chartered Accountants of India. The Guidance Note requires that we comply with the ethical
requirements of the Code of Ethics issued by the Institute of Chartered Accountants of India.

We have complied with the relevant applicable requirements of the Standard on Quality Control (SQC) 1, Quality Control for Firms
that Perform Audits and Reviews of Historical Financial Information, and Other Assurance and Related Services Engagements.

1. We hereby confirm that the enclosed Annexure I, prepared by Nilachal Carbo Metalicks Limited (“the Company”), which
provides the possible special tax benefits under direct tax and indirect tax laws presently in force in India, including the Income-tax
Act, 1961, the Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the Union Territory
Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017, (collectively the “Taxation Laws”), the
rules, regulations, circulars and notifications issued thereon, as applicable to the assessment year 2025-26 relevant to the financial
year 2024-25, available to the Company, its shareholders. Several of these benefits are dependent on the Company or its shareholders
fulfilling the conditions prescribed under the relevant provisions of the Taxation Laws. Hence, the ability of the Company and or
its shareholders to derive the tax benefits is dependent upon their fulfilling such conditions which, based on business imperatives
the Company faces in the future, the Company or its shareholders may or may not choose to fulfil.

2. We have examined the Restated Statement of assets and liabilities, the Restated Statement of profit and loss, the Restated
Statement of cash flows, for the period ended September 30, 2024 and the year ended on March 31, 2024, 2023 and 2022; together
with the respective Schedules, Annexures and Notes thereto, prepared in accordance with the requirements of the Companies Act,
1956, as amended and the Companies Act, 2013, to the extent notified and made effective (together, the "Companies Act") and
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations. 2018. as amended (the "SEBI
ICDR Regulations") and the Guidance Note on "Reports in Company’s Prospectus (Revised)" issued by the ICAI, to the extent
applicable, as amended from time to time ("Guidance Note") (together with the "Restated Financial Statements").

3. This statement of possible special tax benefits is required as per Schedule VI (Part A) (9)(L) of the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as amended (‘SEBI ICDR Regulations’). While the term
‘special tax benefits’ has not been defined under the SEBI ICDR Regulations, it is assumed that with respect to special tax benefits
available to the Company, its shareholders and the same would include those benefits as enumerated in the statement. The benefits
discussed in the enclosed statement cover the possible special tax benefits available to the Company, its Shareholders and do not
cover any general tax benefits available to them. Any benefits under the Taxation Laws other than those specified in the statement
93
are considered to be general tax benefits and therefore not covered within the ambit of this statement. Further, any benefits available
under any other laws within or outside India, except for those specifically mentioned in the statement, have not been examined and
covered by this statement

4. The benefits discussed in the enclosed Annexures are not exhaustive and the preparation of the contents stated is the responsibility
of the Company's management. We are informed that these Annexures are only intended to provide information to the investors and
are neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax
consequences and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific
tax implications arising out of their participation in the proposed initial public offering.

5. In respect of non-residents, the tax rates and the consequent taxation shall be further subject to any benefits available under the
applicable Double Taxation Avoidance Agreement, if any, between India and the country in which the non-resident has fiscal
domicile.

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

i) the Company or its shareholders will continue to obtain these benefits in future;
ii) the conditions prescribed for availing the benefits have been met with; and
iii) the revenue authorities courts will concur with the views expressed herein.

7. The Content of the enclosed Annexures are based on information, explanations and representations obtained from the company
and on the basis of their understanding of the business activities and operations of the company.

8. No assurance is given that the revenue authorities / Courts will concur with the view expressed herein. Our views are based on
existing provisions of law and its implementation, which are subject to change from time to time. We do not assume any
responsibility to update the views consequent to such changes.

We have no responsibility to update this report for events and circumstances occurring after the date of this report.

9. 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.

10. This certificate is provided solely for the purpose of assisting the addressee Company in discharging its responsibility under the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 20I8 for inclusion in the Draft
Red Herring Prospectus/ Red Herring Prospectus/Prospectus in connection with the proposed issue of equity shares and is not be
used, referred to or distributed for any other purpose without our written consent.

For and on behalf of Goutam & Co.,

Chartered Accountants
Firm’s Registration No.: 326869E

Sd/-

CA Goutam Lenka
Partner
Membership No.: 067906

Date: 21/10/2024
Place: Bhubaneswar

UDIN: 24067906BKGAKC4780

94
 ANNEXURE I TO THE STATEMENT OF TAX BENEFITS

The information provided below sets out the possible special tax benefits available to the Company, the Shareholders under the
Taxation Laws presently in force in India. It is not exhaustive or comprehensive and is not intended to be a substitute for professional
advice. Investors are advised to consult their own tax consultant with respect to the tax implications of an investment in the Equity
Shares particularly in view of the certain recently enacted legislation may not have a direct legal precedent or may have a different
interpretation on the benefits, which an investor can avail.

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

A. SPECIAL TAX BENEFITS TO THE COMPANY

The Company is not entitled to any special tax benefits under the Taxation Laws.

B. SPECIAL TAX BENEFITS TO THE SHAREHOLDER

The Shareholders of the Company are not entitled to any special tax benefits under the Taxation Laws.

Note:

1. This Statement does not discuss any tax consequences in any country outside India of an investment in the equity
shares of the Company. The Shareholders / investors in any country outside India are advised to consult their own
professional advisors regarding possible income tax consequences that apply to them under the laws of such
jurisdiction.

2. The tax benefits discussed in the Statement are not exhaustive and are 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 and the changing tax laws, each investor is advised to consult his or her own
tax consultant with respect to the specific tax implications arising out of their participation in the issue.

3. In respect of non-residents, the tax rates and the consequent taxation mentioned above shall be further subject to any
benefits available under the applicable double taxation avoidance agreement, if any, between India and the country in
which the non-resident has fiscal domicile.

95
 SECTION VI – ABOUT OUR COMPANY

INDUSTRY OVERVIEW

OUR INDUSTRY

The information in this section has been extracted from various other publicly available documents, including ministries, trade,
industry or general publications and other third-party sources as cited in this section Industry websites and publications generally
state that the information contained therein has been obtained from sources believed to be reliable, but their accuracy and
completeness are not guaranteed, and their reliability cannot be assured. The data may have been re-classified by us for the purpose
of presentation. Neither we nor any other person connected with the Issue has verified the information provided in this chapter.
Industry sources and publications generally state that the information contained therein has been obtained from sources generally
believed to be reliable but their accuracy, completeness and underlying assumptions are not guaranteed and their reliability cannot
be assured, and, accordingly, investment decisions should not be based on such information.

While we have exercised reasonable care in compiling and reproducing such official, industry, market and other data in this
document, it has not been independently verified by us or any of our advisors, or any Lead Manager or any of their advisors and
should not be relied on as if it had been so verified

WORLD ECONOMIC OUTLOOK

Global economic growth is expected to remain steady in 2024 with faster trade growth. However, the continuing geopolitical
conflicts along with disruptions in trade routes and high public debt burden pose challenge to overall global economic outlook.
Further, improving global growth and trade bodes well for the domestic economic growth outlook. The global trade outlook for 2024
remains positive, with merchandise trade expected to pick up after registering a contraction in volumes in 2023. On the global
economic scenario, after a year marked by global uncertainties and volatilities, there was greater stability in 2023. While uncertainty
stemming from adverse geopolitical developments remained elevated, global economic growth was robust.

INDIA GDP

Real GDP grows by 8.2 percent in FY-24 exceeds 8 percent in three out of four quarters. Retail inflation declines to 5.4 percent in
FY-24 due to deft administrative and monetary policies. Economic growth of 8.2 percent supported by industrial growth rate of 9.5
percent. 29 states and union territories witness inflation rate below 6 percent. India’s banking and financial sector displays stellar
performance; RBI maintains steady policy rate. Double-digit and broad-based growth in bank credit. Agriculture and allied activities
witness double digit growth in credit. RBI projects inflation to fall to 4.5 percent in FY25. India top remittance recipient country
globally with USD 120 billion in 2023.

Six key focus areas in Amrit Kaal - boost private investment, expansion of MSMEs, agriculture as growth engine, financing green
transition, bridging education-employment gap, and capacity building of states. India makes progress on climate action and energy
efficiency; 45.4 percent installed electricity generation from non-fossil sources. India decouples economic growth from greenhouse
gas emissions; GDP stands at 7% while emissions were at 4% between 2005-19.

Gini co-efficient declines, underscores social sector initiatives reduce inequality. More than 34.7 crore Ayushman Bharat cards
generated, 7.37 crore hospital admissions covered 22 mental disorders covered under Ayushman Bharat rapid progress in R&D, one
lakh patents granted in FY24, compared to less than 25,000 in FY20. Net payroll additions to EPFO more than doubles from 61.1
lakh in FY19 to 131.5 lakh in FY24. Gig workforce to expand to 2.35 crore by 2029–30. Agriculture and allied sectors register
average annual growth rate of 4.18 percent over last 5 years

Allied Agri sectors emerging as robust growth centres and sources for improving farm incomes. Investment in agriculture research
contributes to food security; for every rupee invested, payoff of ₹13.85. India’s pharma market world's third largest at USD 50
billion. PLI schemes key in achieving ‘AATMANIRBHAR BHARAT’ attract ₹1.28 lakh crore investment. India’s services exports
constitute 4.4 % of world’s commercial exports in 2022. India’s share in digitally delivered services exports stands at 6% in 2023;
India has 1,580 global capability centres.

India witnesses 92 lakh foreign tourist arrivals in 2023. Indian e-commerce industry set to cross USD 350 billion by 2030. Average
pace of NH construction increases 3 times from 11.7 km per day in FY14 to around 34 km per day by FY24. Railways capex
96
increases by 77 percent in the past 5 years. New terminal buildings at 21 airports operationalised. Mission life focuses on human-
nature harmony promoting mindful consumption.

(Source: https://www.pib.gov.in/PressReleasePage.aspx?PRID=2034969 )

GLOBAL COAL MARKET

China mines almost half the world's coal, followed by India with about a tenth. Australia accounts for about a third of world coal
exports, followed by Indonesia and Russia, while the largest importers are Japan and India.

(Source: Coal - Wikipedia)

Out of the total coal demand of the country, about 20-25% of the demand is met from import. Import of coal mainly consists of high-
quality coking coal and high GCV coal as their domestic production is limited due to either scarce reserves or non-availability.
Power sector imports coal for imported coal-based (ICB) power plants setup in coastal region (as they have been specially designed
to use imported coal only) and for domestic coal-based (DCB) power plants for blending purpose. Coal being under Open General
License (OGL), traders and end-users (Industries) directly import coal on commercial and logistic considerations. During, 2023-
2024, the import of coal was 261.00 Million Tonnes (MT) (comprising 58.12 MT Coking Coal and 202.88 MT Non-Coking Coal)
as compared to 237.67 MT (comprising 56.05 MT Coking Coal and 181.62 MT Non-Coking Coal) in the corresponding period of
2022-23 showing a positive growth of 9.82%

(Source: https://coal.gov.in/sites/default/files/2024-07/chap9AnnualReport2024en2.pdf )

MAJOR EXPORTERS GLOBALLY

(fig in million tonnes)

COUNTRIES 2018 2019 2020 2021
Indonesia 408 443 410 434
Australia 382 393 371 366
Russia 212 223 222 238
United States 105 85 63 77

(Source: Coal - Wikipedia )

INDIAN COAL MARKET

The country has witnessed the highest ever coal production in the year 2023-24. The all-India coal production in FY 2023-24 was
997.25 MT (Prov.). As compared to 893.19 MT during the FY 2022-23, there is a growth of about 11.65% in the FY 2023-24. CIL
produced 773.64 MT, including custodian mines, against the annual target of 780.00 MT. The SCCL produced 70.02 MT of coal
during 2023-24 as against the annual target of 70.00 MT. The company wise raw coal production target 2023-24 and achievement
is given in the table.

The overall demand for coal for 2023-24 was estimated at 1196.60 MT. All India coal supply in FY 2023-24 was 972.65 MT (Prov.).
As compared to 877.36 MT during the FY 2022-23, there is a growth of about 10.88% in the FY 2023-24.

(Source: https://coal.gov.in/sites/default/files/2024-07/chap9AnnualReport2024en2.pdf )

Most of the requirement of coal in the country is met through indigenous production / supply. The focus of the Government is on
increasing the domestic production of coal and to eliminate non-essential import of coal in the country. Other measures taken by the
Government to substitute coal imports are as under:

(i) The ACQ (annual contracted quantity) has been increased upto 100% of the normative requirement, in the cases where the ACQ
was either reduced to 90% of normative requirement (non-coastal) or where the ACQ was reduced to 70% of normative requirement
(coastal power plants). Increase in the ACQ would result in more domestic coal supplies, thereby, reducing the import dependency.

(ii) Under the provisions of Para B (viii) (a) of SHAKTI Policy, coal linkage is provided for short term for sale of power generated
97
through that linkage through any product in Power Exchanges or in short term through a transparent bidding process through DEEP
(discovery of efficient electricity price) portal. In addition, with the amendment to the NRS (Non-Regulated Sector) linkage auction
policy introduced in 2020, the tenure of coking coal linkages in the NRS linkage auction has been revised for a period upto 30 years.
The coal offered for short term to the Power Plants under the amended provisions of SHAKTI Policy as well as increase in the tenure
of the coking coal linkages in the Non-Regulated Sector linkage auction for a period upto 30 years is expected to have a positive
impact towards coal imports substitution.

(iii) Government has decided in 2022 that the coal to meet the full PPA requirement of all the existing linkage holders of Power
Sector shall be made available by the coal companies irrespective of the trigger level and Annual Contracted Quantity levels. Thus,
decision of the Government of meeting the full PPA requirement of the linkage holders of the Power Sector shall reduce the
dependence on the imports.

(Source: https://coal.gov.in/sites/default/files/2024-07/chap10AnnualReport2024en2.pdf )

COKING COAL AVAILABILITY GLOBALLY

There are two types of coal that are mined globally. These are thermal coal and coking coal. While thermal coal is available widely
in India, coking coal is not available in India. Production of met coke requires coking coal, and thermal coal is not useful for the
purpose. In order to produce met coke, the Indian industry is totally dependent upon imports of coking coal. Coking coal is widely
available in countries like Australia, China, Russia and Indonesia. Some quantity of coking coal is also available in countries such
as USA and Canada.

(Source: https://www.dgtr.gov.in/sites/default/files/Final%20Findings.pdf )

Due to the Russia-Ukraine conflict, a number of countries-imposed restrictions on imports of coal from Russia. Due to this, the
demand for Russian coal declined in these markets. This constrained Russian producers to sell coal at a lower price in the markets
where they were able to get the orders. At the same time, this created an additional burden on other coking coal producing countries.
The demand for coking coal from other countries increased due to this shift in procurement of coal by a number of consumers
globally.

(Source: https://www.dgtr.gov.in/sites/default/files/Final%20Findings.pdf )

Due to the disparity between the cost of production in India and producers situated in countries where coking coal was either
available domestically, or who were able to source Russian coal at comparatively lower prices, the foreign producers, largely in
China, Indonesia and Australia were able to undercut the prices of Indian industry in the market and were able to export significantly
higher volume of material in the Indian market. Resultantly, the subject goods have been imported into India at prices below the
cost of sales and selling price of the domestic industry, leading to increased imports.

(Source: https://www.dgtr.gov.in/sites/default/files/Final%20Findings.pdf )

The demand of coking coal in India has increased by 19% during the most recent period as compared to the previous year, however,
the imports have increased by 40%. Thus, the increase in imports is much more than the increase in demand.

Particulars Unit 2019-20 2020-21 2021-22 2022-23

Imports into India MT 28,34,905 24,32,580 25,11,786 35,15,654
Imports into India Indexed 100 86 89 124
Demand in India MT 53,82,045 45,64,092 52,02,880 61,86,991
Demand in India Indexed 100 85 97 115

(Source: https://www.dgtr.gov.in/sites/default/files/Final%20Findings.pdf)

INDIAN COKING COAL MARKET

Government has launched 'Mission Coking Coal' in August, 2021 to suggest roadmap to augment the production and utilization of
domestic coking coal in India by 2030. Mission Coking Coal document has made recommendations majorly relating to new
exploration, enhancing production, enhancing washing capacity, auction of new coking coal mines. Domestic raw Coking Coal
98
production is likely to reach 140 MT [105 MT by CIL and 35 MT by allocated coking coal blocks] by 2030. The following
transformative measures have been taken by the Government under ‘Atmanirbhar Bharat’ initiative to increase the domestic
production of coking coal –

• CIL has planned to increase raw coking coal production from existing mines up to 26 MT and identified ten new mines
with PRC of about 22 MT by FY 2025. Also, CIL has offered eight discontinued coking coal mines on revenue sharing
model to the private sector with a PRC of 2 MT.
• CIL is setting up 9 new coking coal washeries and also revamping the existing coking coal washeries to augment washing
capacity.
• Ministry of Coal has auctioned 10 coking coal blocks to the private sector with a PRC(progressive rehabilitation and closure
plan) of 22.5 MT during the last two years. Most of these blocks are expected to start production by 2025.
• The Ministry has also identified four coking coal blocks and the CMPDI (central mine planning & design institute limited)
also will finalize GR for 4 to 6 new coking coal blocks in the next two months. These blocks may be offered in subsequent
rounds of auction for private sector to further step up domestic raw coking coal supply in the country.

Between 22.05.2022 and 19.11.2022, imports of Anthracite and coking coal attracted NIL import duty [Nil BCD and NIL AIDC
(agriculture infrastructure and development cess]. With effect from 19.11.2022, imports of Anthracite and coking coal, along with
other types of coal, attract a concessional rate of 2.5% Customs duty [I% BCD and1.5% AIDC]. Government has taken this initiative
to increase present blending of 10-12% of domestic coking coal with imported coking coal to 30% by FY2030 and reduce import of
coking coal.

CIL (coal India limited) undertakes constant efforts to enhance coking coal production by capacity enhancement through expansion
of existing coking coal producing mines and from implementation of new coking coal blocks. Mass Production Technology has
been introduced in UG (Underground) mines of CIL to enhance the domestic raw coking coal production. CIL is taking steps
regarding offering of coking coal mines for production to investors on revenue sharing basis.

(Source: https://pib.gov.in/PressReleasePage.aspx?PRID=1883342 )

LOW ASH METALLIGURAL COKE

Low Ash Met Coke is produced by destructive distillation of coking coal in the absence/regulated presence of oxygen at high
temperatures (ranging between 1100 to 1350 degree centigrade) causing the coal to soften, liquefy and then re-solidify into hard but
porous lumps. Met Coke is a form of carbon along with some mineral and residual volatile material. Met Coke is used as a primary
fuel in industries where a uniform and high temperature is required in kilns or furnaces. Met Coke is used in various industries
including pig iron, foundries, ferro alloys, chemical, integrated steel plants and others. Met Coke is normally produced and sold in
terms of weight expressed in KG or MT. The subject goods are classified under Custom Headings 27040030. Although the subject
goods are classified under the Chapter Heading 27040030, the subject goods are also being imported in other Customs Headings,
i.e., 27040090, 27040010, 27040020, etc.

(Source: https://www.dgtr.gov.in/sites/default/files/Met_Coke-NCV-20.10.2016.pdf)

With regard to the granting of exemption from anti-dumping duty to manufacturers of pig iron or steel using blast furnace,
manufacturer of pig iron or steel using COREX technology and Manufacturer of ferro alloys, the Authority notes that there is no
legal basis in the Indian Anti-dumping law to exempt any user from the imposition of the anti-dumping duty. At present, the merchant
met coke producers have the capacity to meet the demand of the manufacturers of pig iron or steel using blast furnace, the
manufacturers of pig iron or steel using COREX technology and the manufacturers of ferro alloys. The Authority notes that the
applicant producers use non-recovery technology for producing Met Coke and no by-products are produced by them during the
production of Met Coke. Therefore, the Authority does not consider use of income of by-products as the same does not exist and the
domestic industry is not being affected due to non-use of recovery technology of producing Met Coke.

(Source: https://www.dgtr.gov.in/sites/default/files/Met_Coke-NCV-20.10.2016.pdf )

The Authority recognizes that the imposition of anti-dumping duties might affect the price levels of the product in India. However,
fair competition in the Indian market will not be reduced by the imposition of anti-dumping measures. On the contrary, imposition
of anti-dumping measures would remove the unfair advantages gained by dumping practices, prevent the decline of the domestic
industry and help maintain availability of wider choice to the consumers of the subject goods. The purpose of antidumping duties,
99
in general, is to eliminate injury caused to the Domestic Industry by the unfair trade practices of dumping so as to re-establish a
situation of open and fair competition in the Indian market, which is in the general interest of the country. Imposition of anti dumping
duties, therefore, would not affect the availability of the product to the consumers. The Authority notes that the imposition of the
anti-dumping measures would not restrict imports from the subject countries in any way, and therefore, would not affect the
availability of the product to the consumers. The consumers could still maintain two or even more sources of supply.

(Source: https://www.dgtr.gov.in/sites/default/files/Met_Coke-NCV-20.10.2016.pdf )

LOW ASH METALLURGICAL COKE FINES (By-product)

Coking Coal is converted into Coke in coke ovens which are silica refractory lined ovens/ chambers. Coke Oven battery comprises
of a large number of ovens, 50-70 in tandem. Such batteries are normally attached with By-product plant where in valuable
constituents are recovered from the volatile /gaseous content of coal driven out during carbonisation. Accordingly, such coke ovens
are known as By-product coke oven battery vis-a-vis Non-recovery type coke ovens, also known as Bee-hive type coke ovens.

(Source: https://steel.gov.in/en/glossary-terms-definitions-commonly-used-iron-steel-industry )

Low ash metallurgical coke fines have several important industrial applications:

1. Steel Plants: They are primarily used in blast furnaces as a reducing agent to convert iron ore into molten iron. The low
ash content is crucial as it minimizes impurities in the steel-making process.

2. Foundries: These fines are used in cupola furnaces for melting iron to produce various castings. The low ash content helps
in producing high-quality cast iron.

3. Chemical Industry: They serve as a carbon source in the production of chemicals like calcium carbide, which is used to
produce acetylene gas.

4. Sinter Plants: Coke fines are used in sinter plants to help agglomerate iron ore fines into a suitable size for the blast furnace

Two types of agglomerated products are commonly used in the industry namely Sinter and Pellet.

(a) SINTER: Sinter is a much-preferred input/raw material in blast furnaces. It improves BF operation and productivity and reduces
coke consumption in blast furnace. Presently, more than 70% hot metal in the world (in India 50%) is produced through the sinter.

(b) PELLET: Mostly used for production of Sponge Iron in gas based plants, though they are also used in blast furnaces in some
countries in place of sized iron ore.

(source: https://steel.gov.in/en/glossary-terms-definitions-commonly-used-iron-steel-industry )

FERRO ALLOYS MARKET

Ferro alloys are one of the important inputs in the manufacture of alloys and special steel. They are used as deoxidisers and alloy
additives in the steel manufacturing process. They impart special properties to steel. The alloys provide increased resistance to
corrosion, improve hardness & tensile strength at high temperature, impart wear and abrasion resistance and increases creep strength
etc. The growth of Ferroalloys Industry is, thus, linked with the development of the Iron and Steel Industry, Foundry Industry and
to some extent Electrode Industry. The principal ferroalloys are chromium, manganese and silicon. The product series consists
mainly of ferromanganese, silicomanganese, ferrosilicon and ferrochrome.

Ferroalloys are classified into two main categories, viz, bulk ferroalloys and noble ferro alloys. Bulk ferroalloys is majorly used in
stainless steel & carbon steel. Most of the boble ferroalloys are made from rare-earth minerals and are expansive to produce as
compared to bulk ferroalloys. Owing to high cost of power, Ferroalloys Industry has not been operating to its full capacity in India.
Ferroalloys Industry spends 40 to 70% production cost on power consumption. The power consumption per tonne of ferroalloys
production in the country varied from 3,000 to 12,000 kWh. At present, major portion of the ferroalloys produced is exported.
Ferromanganese, silicomanganese, ferrosilicon, high carbon ferrochrome and chargechrome are exported after meeting the domestic
requirements.
100
As per Indian Ferroalloys Producers' Association (IFAPA), the total installed capacity of bulk Ferroalloys Industry in India is
estimated at 5.10 million tonnes per annum and for noble ferroalloys it is 50,000 tonnes per annum. The products covered are
Manganese alloys (HC, MC & LC ferro chrome, silicochrome and charge chrome) and Nobel ferroalloys (ferromolybdenum,
ferrovanadium, ferrotungsten, ferrosilicon magnesium, ferroboron, ferrotitanium etc.).

(Source: https://ibm.gov.in/writereaddata/files/08012020124231Ferroalloys2019.pdf )

OUTLOOK

For producing 181 MT steel through blast furnace route by FY 2030 as per National Steel Policy 2017, about 161 MT coking coal
(10 -11 % ash) would be required. The demand for domestic coking coal would depend on whether stamp charging technology is
being used before feeding coal into coke oven or not. 1. Without stamp charging demand for raw coking coal and washed coking
coal (assuming 33% yield) has been estimated as 121 MT and 40 MT respectively. 2. With stamp charging demand for raw coking
coal and washed coking coal (assuming 33% yield) has been estimated as 170 MT and 56 MT respectively. Therefore, coking coal
washery capacity would be required to wash ~121 MT and ~170 MT raw coking coal under 1 and 2 respectively.

Demand of Coking Coal in India – FY 2030

Particulars (figures in MTPA) Without usage of With usage of

Stamp Charging Stamp Charging
Technology Technology
Blending % of domestic coking coal at 18% ash 25% 35%
Imported coking coal requirement 121 105
Requirement of washed domestic coking coal 40 56
Requirement of raw domestic coking coal for meeting remaining washed coal 121 170

(Source: https://coal.gov.in/sites/default/files/2021-01/IMC-Report.pdf )

Depending on the process of steel making and the type of steel being manufactured, the requirement of different ferroalloys varies
widely. Indian Ferroalloys Industry has immense potential and capability to compete in the international market. On the positive
side, India produces some of the finest ferroalloys in the world. Indian ferroalloys are extensively preferred in Europe. India exports
potential is indeed bright with very high growth prospects. As per the steel world report, ferroalloys Industry is estimated to grow at
a CAGR of 5.9% between 2017 to 2025 and is expected to reach a valuation of US$ 188.7 billion by 2025. Depending on the process
of steel making and the type of steel being manufactured, the requirement of different ferroalloys varies widely.

(https://ibm.gov.in/writereaddata/files/11292021123407Ferro%20Alloys_%202020.pdf )

National Steel Policy of India, 2017 aims to create a globally competitive steel industry in India with 300 Mn TPA steelmaking
capacity and 158 kg per capita steel consumption by FY 2030-31. This would translate into additional consumption of steel making
raw material including iron ore, coking, manganese, coal, lignite etc. Similarly, ferro alloys are one of the important inputs in the
manufacture of steel and the growth of the ferro alloy industry is, thus, linked with development of the iron and steel industry. With
abundant resources, there is good potential of growth in manganese ore and ferro alloy industry in India. As per available indicators,
the Steel Industry in India is expected to continue posting positive growth in the coming years which will definitely create demand
for manganese ore.

(Source: https://moil.nic.in/userfiles/file/InvRel/Financials/Annual_Report_2022-23.pdf )

The steel sector has been a major beneficiary of this robust economic growth, with demand for steel increasing by about 13.3%,
reaching 119.86 million tonnes. According to the Indian Steel Association (ISA), steel demand in India is estimated to grow by 7.5%
in FY2023-24 and 6.3% in FY2024-25, culminating in a total of 136.97 million tonnes.

(Source: https://moil.nic.in/userfiles/file/InvRel/Financials/Annual_Report_2022-23.pdf

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 OUR BUSINESS

Some of the information in this section, including information with respect to our business plans and strategies, contain forward-
looking statements that involve risks and uncertainties. You should read “Forward-Looking Statements” on page 14 for a
discussion of the risks and uncertainties related to those statements and “Risk Factors”, “Financial Information” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 22, 161 and 203,
respectively, for a discussion of certain factors that may affect our business, financial condition or results of operations. Our actual
results may differ materially from those expressed in or implied by these forward-looking statements.

Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references to
a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the context
otherwise requires, the financial information included herein is based on or derived from our Restated Financial Statement included
in this Draft Prospectus. For further information, see “Restated Financial Statement” on page 164. Additionally, see “Definitions
and Abbreviations” on page 1 for certain terms used in this section. Unless the context otherwise requires, in this section, references
to “we”, “us” and “our” “our Company” or refer to “Nilachal Carbo Metalicks Limited”.

OVERVIEW

Our Company was incorporated as a private limited company in February 2003 and converted into a public limited company in
February 2024. Our Company is engaged in the business of manufacturing of Low Ash Metallurgical (“LAM”) Coke. Our Company
has specialized in making Ferro Alloy Grade coke and building a long-term customer relationship with most of the top ferro chrome
manufacturers in the country. Our owned Plant is located at Baramana, Jajpur, Odisha where we currently operate 3 (three) batteries
with 32 ovens in each battery (total 96 ovens) with an annual manufacturing capacity of 60,000 Metric Tonnes Per Annum (MTPA).
Our Company also has second Plant having manufacturing facilities on leased basis from Srinivasa Coke Private Limited at
Visakhapatnam, Andhra Pradesh which is having one battery with 18 ovens with the installed capacity of 18,000 MTPA. The total
aggregating capacity of our Company (owned + leased) is 78,000 MTPA for both the units. Our Company also has a tie-up for
contract manufacturing for our product with Om Avi Carbon Resources Private Limited and make use of their 24,000 MTPA
capacity for our use.

Our Company is now proposing to install one more additional battery with 36 ovens to install additional capacity of 34,400 MTPA
of LAM Coke at existing vacant land available at our existing Plant at Baramana, Jajpur, Odisha. After implementation of the
proposed expansion, our Company’s own total capacity will be 94,400 MTPA and total capacity (including leased one) shall be
1,12,400 MTPA. The below are the details of the manufacturing capacities:

Particluars Type Installed Capacity (in MTPA)

Nilachal Carbo Metalicks Limited Owned 60,000
Srinivasa Coke Private Limited On lease basis 18,000
Total (owned + leased basis) - 78,000
Om Avi Carbon Resources Private Limited Tied-up for Contract Manufacturing 24,000
Total - 1,02,000
Proposed Expansion through the Issue Owned 34,400
Total Capacity Post Expansion 1,36,400

Our Company a specialized focus on producing high-quality Ferro Alloy Grade Coke, since our establishment in 2003, we believe
that we have positioned ourselves as one of the key players in the metallurgical industry.

We believe that our expertise lies in producing LAM Coke that meets the stringent requirements of the Ferro-Alloys sector. We
ensure quality performance in smelting processes and contributing to the production of high-grade alloys. We specialize in
manufacturing specific sizes of metallurgical coke, particularly 10-30 mm and 10-40 mm, which are Low in both Phosphorus and
Ash content. Our coke is recognized for its high Coke Reactivity Index (CRI), making it especially suitable for Ferro Alloy Producers
(FAP) who rely on our product to achieve optimal furnace operating KPIs during the reduction process.

We believe that over the years, we have successfully built robust supply chain relationships with all major Ferro Chrome
manufacturers in the region. In addition to our primary manufacturing operations, we have also optimized the handling of
byproducts, such as Low Phosphorus Coke Fines or Coke Breeze. This has allowed us to establish steady supply chains with major
Iron Ore Pellet manufacturers and also has enhanced the efficiency and sustainability of our operations.
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Our product portfolio includes LAM Coke, Low Phosphorus Nut Coke, Ultra Low Phosphorus Nut Coke & High Grade Coke Fines.
Our owned manufacturing plants are strategically located near the Paradip Port in Odisha and the Vizag Port in Visakhapatnam,
providing us with a logistical advantage for easy transportation. Furthermore, the proximity of Ferro Chrome producers within a
150-200 km radius of our at Baramana, Jajpur, Odisha, including the Kalinga Nagar Industrial Complex just 25 km away, is major
industrial center of Odisha which enhances our market reach.

We have a dedicated quality control laboratory within our manufacturing unit at Baramana, Jajpur, Odisha that is specifically
designed to ensure our end products to meet the required Chemical and Physical Parameters as per customer specifications. The
chemical parameters which we monitor include ash content, volatile matter (VM), phosphorus, sulfur percentages and moisture.
The physical parameters which we monitor encompass under size and over size percentages & strength of Coke. Our testing process
is conducted continuously, from the input of raw materials through to the output of finished goods, ensuring consistency and
compliance at every stage of production. The laboratory's focus is product-oriented, with a strong emphasis on both defect
identification and prevention, allowing us to maintain high-quality standards and deliver products that meet our customers' precise
needs. Our manufacturing unit is well designed and equipped with all required plant and machineries that plays a crucial role in our
production process, ensuring efficient and consistent operations. Additionally, we utilize movable vehicles/ equipment that assist in
various tasks, such as transporting materials, unloading raw-material, loading of finished products, collecting by-products shifting
of finished products within the manufacturing facility, and removing hot coke from ovens & other engineering & mechanical
activities inside the plant premises. The concrete based flooring across our facility further contributes to operational efficiency in
minimizing generation of by-product, minimizing waste and reducing material handling loss, which helps us to maintain a more
sustainable and cost-effective production environment.

Our Products:

Sr. No. Name & details of the Products Image of the Products
1. Low Ash Metallurgical Coke – Below are the different types of
LAM Coke

i. Foundry Grade Coke is a high-quality metallurgical coke

used primarily in foundries as a fuel and reducing agent in the
casting process. It provides a stable source of heat and carbon,
essential for melting metals like iron and maintaining the
desired casting temperature, while ensuring minimal
impurities.

ii. Ferro Alloys Grade LAM Coke/ Nut Coke, commonly

known as Nut Coke, is a specific size fraction of Low Ash
Metallurgical Coke used in the production of ferro alloys like
ferro-chrome, ferro-manganese, and ferro-silicon. Its low ash
content with low phosphorous along with high reactivity and
consistent size make it ideal for the reduction processes in
submerged arc furnaces, where it acts as a reducing agent,
ensuring efficient melting and alloy formation. Nut Coke helps
maintain optimal furnace conditions, reducing energy
consumption and improving the quality of the produced alloys.

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 iii. Blast Furnace Grade Coke is a high-quality metallurgical
coke used primarily in blast furnaces for the production of iron.
It serves as a fuel and reducing agent, facilitating the
conversion of iron ore into molten iron. This grade of coke is
characterized by its high carbon content, low ash, and optimal
size, which ensures efficient combustion and proper gas flow
in the furnace. Its strength and durability under high
temperatures make it essential for maintaining furnace stability
and achieving the desired metallurgical performance.

2. Coke Fines produced / generated during the manufacturing of

LAM Coke / Nut Coke, are of High Fixed Carbon with Low-
Phosphorus content, fines of Granular Size. The Coke Fines are
primarily used in the production of Iron Ore Pellets, Sintering
Plant and used as Carbon addition in Steel Melting Shop
(SMS) in Steel Plant. With the increasing demand for Pellets
making and Usage in Sinters, especially in large iron and steel
plants located near our facility, Coke Fines remain in high
demand. Through efficient handling and management of this by-
product, NCML successfully capitalizes on the market, securing
excellent prices for its coke fines.

KEY PERFORMANCE INDICATORS

(in ₹ lakhs, unless otherwise stated)
For the period Financial Year Financial Year Financial Year
Particular ended September ended March 31, ended March 31, ended March 31,
30, 2024 2024 2023 2022
Revenue from Operations (1) 9,898.07 26,510.68 2,6621.02 1,9919.30
EBITDA (2) 1,164.57 2,498.05 2,231.98 1,893.61
EBITDA Margin (3) (in %) 11.77% 9.42% 8.38% 9.51%
Net Profit after tax (4) 591.67 1,581.81 1481.68 1,258.42
Net Profit Margin (5) (in %) 5.98% 5.97% 5.57% 6.31%
Return on Equity (ROE) (%) 8.43%* 24.61% 30.57% 37.40%
Return on Capital Employed
10.68%* 23.33% 27.59% 35.78%
(ROCE) (%)
Debt-Equity Ratio(8) 0.35 0.41 0.39 0.30
* Not annualized

Notes:
(1) Revenue from operations represents the revenue from sale of products of our Company as recognized in the Restated Financial Information.
(2) EBITDA means Earnings before interest, taxes, depreciation and amortization expense, which has been arrived at by obtaining the profit before tax/ (loss) for
the year / period and adding back finance costs, depreciation, and amortization expense.
(3) EBITDA margin is calculated as EBITDA as a percentage of revenue from operations.
(4) Net Profit after tax represents the restated profits of our Company after deducting all expenses.
(5) Net Profit margin is calculated as restated net profit after tax for the year/period divided by revenue from operations.
(6) Return on equity (ROE) is profit after tax for the year divided by the net worth during that period and is expressed as a percentage.
(7) RoCE (Return on Capital Employed) is calculated as Earnings Before Interest and Tax (EBIT) (i.e., Profit before tax + Finance Cost) divided by capital
employed, which is defined as total equity (i.e. net worth) and long term/short term debt.
(8) Debt- equity ratio is calculated by dividing total debt by total equity. Total debt represents long term and short term borrowings. Total equity is the sum of
equity share capital and reserves and surplus..

For further details, see “Management Discussion and Analysis of Financial Condition Results of Operations” and “Basis for
Offer Price” on page 203 and 46 respectively.

REVENUE BIFURCATION

The revenue bifurcation of our Company for last three years as per restated financial statement are as follows:
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 (₹ in Lakhs)
For the period ended on
Nature of Sale September 30, 2024 March 31, 2024 March 31, 2023 March 31, 2022
Sales % Sales % Sales % Sales %
Sale of Goods
Sale of LAM Coke 9,127.51 92.22% 23,699.62 89.40% 23,856.02 89.61% 17,463.86 87.67%
Sale of Coke Fines 669.17 6.76% 2,613.97 9.86% 2,742.59 10.30% 2,328.45 11.69%
Others 101.38 1.02% 197.08 0.74% 22.41 0.08% 126.99 0.64%
Total 9,898.07 100.00% 26,510.68 100.00% 26,621.02 100.00% 19,919.30 100.00%

STATE REVENUE BIFURCATION

The revenue bifurcation of the Our Company for last three financial years are as follows:

(₹ in Lakhs)
Name of State For the period ended on
September 30, 2024 March 31, 2024 March 31, 2023 March 31, 2022
Sales % Sales % Sales % Sales %
Odisha 9,340.71 94.37% 23,574.07 88.92% 24,695.10 92.76% 19,919.30 100%
Andhra Pradesh 557.36 5.63% 2,936.61 11.08% 1,925.91 07.24% - -
Total 9,898.07 100.00% 26,510.69 100.00% 26,621.01 100.00% 19,919.30 100.00%

CAPACITY AND CAPACITY UTILIZATION

September 30, March 31, March 31, March 31,

Particulars 2024 2024 2023 2022
Installed Capacity (in MTPA) 1,02,000 1,02,000 1,02,000 1,02,000
Capacity Utilisation (MTPA) 27,656 62,741 65,863 61,014
Capacity Utilisation % 27.12 61.51% 64.57% 59.82%

OUR KEY STRENGTHS

1. Strategic Location of Manufacturing Facilities:

Our manufacturing plants are strategically located near the Paradip Port in Odisha and the Vizag Port in Visakhapatnam,
providing us with a logistical advantage for easy transportation. Furthermore, the proximity of Ferro Chrome producers, our
primary customers within a 150-200 km radius of our plant at Baramana, Jajpur, Odisha, including the Kalinga Nagar Industrial
Complex just 25 km away, which is India's largest steel hub, enhances our market reach. With this we are concentrating on
expanding the production capacity. The Coke manufactured by our Company is used in Ferro Alloy Producers, allowing us a
ready market.

2. Experienced Promoter and Management Team:

Our management team is well experienced in the industry in which we are operating and has been responsible for the growth of
our operations and financial performance. Our Promoter and Managing Director, Mr. Bibhu Datta Panda lead the Company with
his visions. Having an experience with more than 20 years in the coal and coke industry he looks after the strategic business
operations. The strength and entrepreneurial vision of our Promoter and management have been instrumental in driving our
growth and implementing our strategies. We believe that a motivated and experienced employee base is essential for maintaining
a competitive advantage. Our motivated team of management and key managerial personnel complement each other to enable
us to deliver high levels of client satisfaction.

3. Excellence in Producing High-Quality LAM Coke:

Our excellence in consistently producing high-quality Low Ash Metallurgical (LAM) Coke. Over the years, we have established
a reputation for delivering superior products that meet the stringent requirements of our customers, particularly in the ferro alloy
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 and metallurgical industries.

Our commitment to maintaining high production standards is further reinforced by our quality control laboratory, located within
our manufacturing unit at Baramana, Jajpur, Odisha. This lab is specifically designed to ensure that our end products consistently
meet the design specifications, size requirements, and quality standards demanded by each of our customers. With the equipped
laboratory, we focus on identifying and preventing defects, ensuring that every batch of LAM Coke meets our high-quality
benchmarks.

This rigorous quality control process ensures that our LAM Coke is characterized by low ash content, low phosphorus levels,
and a high Coke Reactivity Index (CRI), making it ideal for enhancing the performance of smelting and reduction processes.
Our clients can rely on us to provide LAM Coke that supports their operational efficiency and contributes to the production of
high-grade alloys. This dedication to excellence and quality has helped us positioning ourself as one of leaders in the industry
and continues to drive our success in both domestic and international markets.

4. Established customer base for byproduct:

Our Company has developed a robust and reliable customer base for our byproducts, specifically Coke Fines (also known as
Coke Breeze). Coke Fines produced / generated during the manufacturing of LAM Coke / Nut Coke, are of High Fixed Carbon
with Low Phosphorus content, fines of Granular Size. The Coke Fines are primarily used in the production of Iron Ore Pellets,
Sintering Plant and used as Carbon addition in Steel Melting Shop (SMS) in Steel Plant. With the increasing demand for Pellets
making and Usage in Sinters, especially in large iron and steel plants located near our owned facility, the Coke Fines remain in
high demand. Through efficient handling and management of this by-product, our Company successfully capitalizes on the
market, securing excellent prices for its coke fines.

5. Own Fleet for JIT delivery:

To ensure the efficient and timely delivery of our products, we have invested in our own fleet of transportation vehicles. This
dedicated fleet is a key component of our logistics strategy, enabling us to provide Just-In-Time (JIT) delivery to our clients.

Our fleet is specifically designed to meet the demands of our production schedules and customer requirements. By managing
our own transportation, we can maintain proper control over the delivery process, ensuring that products are delivered promptly
and reliably. This use of own fleet for transportation allows us to reduce lead times, minimize delays, and enhance overall
customer satisfaction.

The use of our own fleet also provides us with greater flexibility in responding to dynamic market needs and operational changes.
This ensures that our clients receive their orders exactly when they need them, supporting their operational efficiency and helping
them achieve their own business objectives.

By integrating our transportation resources with our manufacturing and supply chain operations, we reinforce our commitment
to delivering high-quality products on time, every time, and further solidify our position as a trusted partner in the industry.

6. Flexible Operation for meeting specific customer requirement:

Our strength in flexible operations allows us to meet the specific requirements of our customers, particularly in the ferro-alloy
sector. We have developed the expertise to produce metallurgical coke that meets stringent standards for smelting processes,
ensuring superior performance in the production of high-grade alloys. Our specialization lies in manufacturing coke in specific
sizes, such as 10-30 mm and 10-40 mm, which are low in both phosphorus and ash content—key factors that contribute to the
efficiency and quality of our customers' operations. Additionally, our coke is known for its high Coke Reactivity Index (CRI),
making it highly suitable for Ferro Alloy Producers (FAP). This flexibility in production allows us to support our customers in
achieving optimal furnace performance and meeting their specific operational KPIs during the reduction process. Our ability to
tailor our products to meet such precise specifications is a critical strength that sets us apart in the metallurgical coke industry.

OUR STRATEGIES

1. Enhancing the Current Production Facility:

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 Our strategy focuses on enhancing our current production facility to better meet customer demands and boost operational
efficiency. As part of our expansion plan, we will install one additional battery with 36 oven, increasing our capacity by 34,400
MTPA. This expansion, coupled with investments in cutting-edge equipment and advanced automation technologies, will
modernize our new expansion facility processes and improve product quality. By implementing lean manufacturing principles,
we aim to streamline operations, reduce waste, and enhance productivity. Expanding production capacity and optimizing
resource allocation will help us meet rising demand, while strengthening our quality control measures will ensure that all
products consistently meet our high standards. Additionally, we are committed to improving energy efficiency and sustainability
by adopting energy-saving technologies and reducing emissions. This comprehensive enhancement strategy will maximize the
potential of our facility, support long-term growth, and reinforce our leadership in the industry. We continue to target economies
of scale to gain increased negotiating power on procurement and to realize cost savings through centralized deployment and
management of production, maintenance, accounting and other support functions.

2. Continue Improvement in Operational Efficiency:

Optimization and reduction of costs remains our key focus area and we continue to work towards attaining cost efficiencies,
whether it be in supply chain management or during the production process. Our core team also focuses on the refinement of
our manufacturing processes, aimed at improved yield and efficiency, by optimizing and modifications of various parameters.
We will continue to identify various strategic initiatives to improve our operational efficiencies and reduce operating costs. We
continue to focus on investing in automation, modern technology and equipment to continually upgrade our products including
the quality of our products to address changing customer preferences as well as to improve operational efficiency.

3. Sales and Marketing Strategy:

Our sales growth strategy focuses on expanding our manufacturing capacity to meet the rising demand for Low Ash Metallurgical
(LAM) Coke in the market. With increasing demand in key sectors like steel and ferro-alloy production, we recognize the need
for scaling our output to capitalize on growth opportunities. By strategically investing in new plant and machinery at our Jajpur
manufacturing unit, we aim to boost production capacity and enhance operational efficiency, enabling us to cater to larger orders
and new customer segments.

This proactive approach ensures that as demand continues to grow, we are well-positioned to increase our sales volume.
Additionally, we focus on strengthening our market presence by nurturing long-term relationships with existing customers and
exploring new markets, both domestically and internationally. By aligning our production capabilities with market trends and
customer needs, we anticipate sustained sales growth, leading to enhanced revenue and market share over time. Our dedicated
Product Research team, we have developed Ultra Low Phosphorous (ULP) Nut Coke tailored specifically for Ferro-Chrome
Producers. This innovative ULP Coke serves as a reliable substitute for imported products, addressing both quality and cost-
efficiency needs of our clients. Our buyers have shown interest in transitioning to our ULP Coke as a replacement for imports,
resulting in a steady flow of orders.

4. Fixed Operating Cost:

Following our expansion, we anticipate that our fixed operating costs will remain consistent or may marginally increase. Our
facility, which operates around the clock, after the expansion and modernization of existing plant, we expect to have lower per
unit (i.e. MTPA) fixed operating cost. This stability or minor increase in fixed operating costs should be supported by the
continued use of our existing team and management structure, ensuring that the higher production volume is achieved without
any material additional cost increases. This efficient approach allows us to maximize the benefits of the expanded capacity while
maintaining a stable cost base.

5. Sustainability Initiatives:

We have long term relationship with our suppliers, due to which they have ensured a steady supply of raw materials necessary
for our production. Their continuing support and our strong relationship with them, shall help us to meet the increasing demand
for our products. Additionally, there is a growing demand for ultra-low phosphorus coke, which aligns with our sustainability
goals. By maintaining these strategic relationships and focusing on producing high-quality, environmentally friendly products,
we are well-positioned to support both our operational needs and market demands sustainably.

107
 MANUFACTURING PROCESS FLOW

MANUFAUTURING PROCESS - DESCRIPTION

I. Receipt of Raw Material:

Souring of Raw Material: Coking Coal (sized 0-50 mm) is sourced from domestic importers who specialize in importing
high-quality Coking coal from different countries. These countries are known for their rich coal reserves, which offer specific
characteristics such as lower ash content, higher calorific value, and minimum phosphorus and Sulphur levels, making them
ideal for manufacturing Low Ash Low Phos Metallurgical Coke. Basis the client’s requirement, Coking coal is procured based
on strict quality parameters to ensure it meets the required standards for subsequent processing and manufacturing of low ash
metallurgical “LAM” Coke. The procurement process is meticulous, involving a thorough evaluation of the coking coal's origin,
load port analysis, and consistency to ensure it aligns with the specific needs of the business ensuring competitive commercial.

Before signing the coal sourcing contract, our Company’s quality check (QC) team collects samples from the Importer's coal
stack at the port. These samples undergo detailed analysis at our Company’s lab, including pilot testing in an operating oven.
Once the tested parameters and coke quality meet our Company’s standards, the coal price and quantity are negotiated, and the
contract is finalized.
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 Transporting and Receipt of Material at Plant Site: Post receipt of material at plant site, received quantity is tested in
Company’s in-house laboratory to verify the load port analysis report and to reconfirm the material's quality parameters. The
key test parameters include the composition of ash, volatile matter, phosphorus and sulphur & CSN content in the coal, as well
as its coke forming and swelling properties.

II. Pilot Batch, Blending, Crushing and Charging:

Pilot Batch: Based on customer specifications, a pilot batch of LAM Coke is produced using a carefully selected blend of
coking coal. The blending process is designed to achieve the precise balance of properties required to meet the customer’s
quality and performance criteria. This pilot batch is then subjected to a series of tests to evaluate key parameters such as ash
content, sulphur levels, volatile matter, and the strength of the resulting coke. The goal is to ensure that the final product meets
the desired standards for use in the customer’s specific applications. Any necessary adjustments are made to the blend or
production process based on the test results, ensuring that the pilot production aligns perfectly with the customer's needs before
scaling up to full production.

Blending: After successfully passing the quality tests, we carefully blend multiple grades of coking coal to create an optimal
input grade. This blending process is crucial to achieving the desired characteristics for final output i.e. LAM Coke. By
combining different coal grades, we ensure that the final blend meets the specific requirements for factors such as ash content,
volatile matter, phosphorus and sulphur levels, which are essential for efficient and high-quality coke production.

Coal Crushing: The Coal Crusher operates with a capacity of 40 metric tons per hour (MT/hr), efficiently reducing the coal
to a uniform size of 0-3mm. This crushing process ensures that 98% of the material meets the specified size requirement.

Transfer of Coking Coal for Oven Charing: The crushed coal (0-3mm) is transferred from the bunker to mechanized trolleys
via a conveyor belt system. These trolleys, each with a carrying capacity of 5-7 metric tons, are then positioned at the top of
preheated ovens for charging and feeding the Coking coal into the ovens.

III. Carbonization Process:

Self-Ignite: Due to the inherent properties of coking coal, once it is charged into preheated ovens, it self-ignites. This ignition
occurs without the need for an external flame due to the high temperature within the ovens. The coal then undergoes
carbonization in a closed environment, a process that takes place in the absence of oxygen, ensuring that the coal does not
combust but instead decomposes thermally. During carbonization, the volatile components of the coal are driven off, leaving
behind a solid carbon-rich material known as coke. This process is essential for producing high-quality coke that is used in
various industrial applications, particularly in the steelmaking industry.

Control Dampers: Each battery with different number of ovens is equipped with primary and secondary dampers, allowing
precise control of preheated air flow to facilitate efficient combustion of evolved volatiles.

Carbonization Timeframe: The entire carbonization process takes approximately 48 hours. During this time, the temperature
of the coke gradually increases from an initial charging temperature of 700°C-800°C to a peak of 1200°C-1300°C. This
temperature rise is carefully monitored throughout the process using infrared temperature guns to ensure optimal conditions for
carbonization.

IV. Semi-Finished Product and Quality Check:

Coke Discharge: The hot coke is discharged from the oven onto the oven wharf using a mobile-operated boom. Initially, the
coke mass is at extremely high temperatures and is rapidly cooled down to around 150°C through controlled water quenching.
This rapid cooling is crucial to stabilize the coke, prevent oxidation from environmental exposure, and prepare it for further
handling.

V. Transfer of Coke Mass and Quality test: The coke, now in lump form and ranging in size from 80 mm to over 150 mm, is
loaded onto hydraulic tractors by mini loaders and then transported to the finished product processing yard. Before proceeding
to the next stage, these coke lumps undergo a quality test. Once the coke passes this inspection, it is approved for further
processing, which includes cutting based on client’s requirement. Due to the highly controlled input blend and the established
109
 manufacturing process, quality deviations are rare.

VI. Cutting of Coke:

Coke Sizing: The coke stored in the yard is fed onto a conveyor belt via an auto feeder. It then undergoes a two-stage cutting
process through primary and secondary coke cutters, where it is reduced to the desired size (typically 10 mm – 40 mm). The
final product, termed Nut or LAM Coke, is now ready for further screening.

Screening: The Nut/LAM Coke is screened using a 4-deck high-speed vibrating screen, which segregates it into various size
categories (+10 mm, +30 mm, -40 mm), including coke fines (-10 mm). The owned plant is equipped with two units of this
coke cutting and screening setup, ensuring efficient and consistent output.

VII. Dispatchable Coke:

Storage and Loading: The sized coke is stacked in the coke stockyard according to specific size categories. It is then loaded
onto trucks from our Company’s fleet using loaders, ensuring that the correct size is delivered according to customer
specifications.

VIII. Weighment & Invoicing: The loaded trucks are passed through a weighbridge, where the final weight is recorded. Based on
this, invoices and waybills are generated accompanied by Test Certificate, completing the dispatch process.

PICTURES OF OUR MANUFACTURING FACILITIES

Our Manufacturing Facility Facility Crusher Feeding

Quality Control Lab Live Coke Oven Battery with 32 Ovens

Coke Cutting Plant Accounts Department Our Fleet

110
 Weighbridge
Our Customers

The percentage of revenue from operations derived from our top customers is given below:
(Rs. in Lakh)
Particulars* September 30, Financial Year Financial Year Financial Year
2024 2024 2023 2022
Revenue % Revenue % Revenue % Revenue %
Business with Top Single Customer 5,066.28 51.18 11,647.44 44.00 6,884.12 26.00 8,245.23 41.39
Business with Top Five Customers 9,042.51 91.35 23,001.10 86.53 20,433.33 77.18 17,941.45 90.08
Business with Top Ten Customers 9,825.21 99.26 25,784.92 97.00 25,416.89 96.00 19,885.47 99.84
*As certified by Goutam & Co., Chartered Accountant, the statutory auditor of our Company, by way of their certificate dated October 21, 2024.

Our Suppliers

The percentage of revenue from operations derived from our top suppliers is given below:
(Rs. in Lakh)
Particulars* September 30, 2024 Financial Year Financial Year Financial Year
2023-24 2022-23 2021-22
Revenue % Revenue % Revenue % Revenue %
Top Supplier 3,908.09 47.03 7,779.12 34.00 9,654.45 41.05 8,210.35 47.86
Top five (5) Suppliers 6,998.79 84.22 17,736.46 76.50 21,043.60 89.48 14,682.85 85.59
Top ten (10) Suppliers 7,868.52 94.69 20,170.55 87.00 22,595.18 96.08 15,207.64 88.65
*As certified by Goutam & Co., Chartered Accountant, the statutory auditor of our Company, by way of their certificate dated October 21, 2024.

Our more than 96.00 % Revenue is generated from the top 10 customers and we also avail more than 87.00% of our requirements
from the top 10 suppliers. We cannot disclose the name of individual entity under these top 10 customers and top 10 suppliers due
to confidentiality clauses in our business with them.

SWOT ANALYSIS

Strengths:

1. High-Quality Production: Our Company has a strong track record as a consistent producer of high-quality Low Ash
Metallurgical (LAM) Coke, specializing in ultra-low phosphorus, low phosphorus and low ash content coke with high
reactivity, which is highly valued in the metallurgical industry.

2. Established Customers Relationships: Over the years, we have built strong relationships with major Ferro Chrome
manufacturers and iron ore pellet producers, ensuring a steady demand for both our primary products and byproducts.

3. Strategically Located Manufacturing Facilities: Our manufacturing units are strategically located near key ports
(Dharma Port in Odisha and Vizag Port in Visakhapatnam), providing logistical advantages for both domestic and
international distribution.

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 4. Mechanized Operations: Our operations are mechanized, including advanced systems for coal preparation, blending,
stamping, charging, and quenching, which enhance production efficiency and product consistency.

5. In-House Quality Control Laboratory: Our dedicated quality control laboratory ensures that every batch of coke meets
the precise specifications required by our customers, focusing on defect identification and prevention.

6. Own Fleet for JIT Delivery: We have our own fleet, which allows us to ensure Just-In-Time (JIT) delivery, meeting
customer demands promptly and efficiently.

Weaknesses:

1. Dependency on Imported Raw Material: The reliance on imported coking coal from Australia exposes us to potential
risks related to international supply chain disruptions, fluctuations in shipping costs, and geopolitical factors.

2. High Capital Investment: The capital-intensive nature of the coke manufacturing industry, especially with plans for
expansion and the installation of additional batteries, could strain financial resources.

3. Limited Diversification: While we have expertise is in LAM Coke production, our product portfolio is somewhat narrow,
focusing primarily on specific sizes and types of coke, which may limit market opportunities.

Opportunities:

1. Expansion of Production Capacity: Our current expansion plan, which includes the installation of one additional battery
to increase capacity by 34,400 MTPA, will enable us to meet growing customer demand and capture a larger market share.

2. Waste Heat Recovery Power Plant: The installation of a Waste Heat Recovery (WHR) power plant in future would
enhance energy efficiency, reduce operational costs, and contribute to environmental sustainability.

3. Growing Demand for Ferro Alloys: With the rise in demand for ferroalloys in various industrial applications, there is an
opportunity to strengthen our position in this market by expanding production and enhancing product quality.

4. Leveraging Strategic Location: Proximity to the Kalinga Nagar Industrial Complex, India's largest steel hub, provides an
opportunity to capitalize on the growing demand for high-quality metallurgical coke in the region.

Threats:

1. Market Competition: Increasing competition from other coke producers, both domestically and internationally, could
pressure pricing and sales, especially in regions with high demand.

2. Regulatory Challenges: Stringent environmental regulations related to coke production and emissions could increase
compliance costs and operational complexities.

3. Fluctuations in Raw Material Prices: Volatility in the global market for coking coal could affect raw material costs,
impacting profitability.

4. Economic Downturns: A slowdown in the steel or ferro-alloy industries, which are major consumers of LAM Coke, could
reduce demand for our products, affecting revenues.

COMPETITION

The metallurgical coke industry is highly competitive, with several players operating at both regional and global levels. The key
areas of competition include product quality, pricing, production capacity, technological innovation, and supply chain efficiency.
As a producer of Low Ash Metallurgical (LAM) Coke, our Company faces competition from established manufacturers who offer
similar products for steel, ferroalloy, and related industries.

Key Competitors:
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1. Domestic Competitors:

• Large-Scale Integrated Producers: Companies with extensive operations that integrate coke production with steel
manufacturing often have cost advantages due to economies of scale. These competitors may have significant production
capacities and well-established customer bases within the domestic market.

• Regional Coke Manufacturers: Smaller or mid-sized manufacturers operating in specific regions might compete on the
basis of proximity to customers, lower transportation costs, and specialized product offerings.

2. International Competitors:

• Global Coke Suppliers: International coke producers, particularly those based in countries with abundant coal resources,
may offer competitive pricing and high-quality products. These companies often have strong export capabilities,
challenging our market share in both domestic and international markets.

• Producers from Emerging Markets: Manufacturers from emerging economies may pose a threat due to their ability to
produce coke at lower costs, driven by cheaper labour and raw materials.

UTILITIES & INFRASTRUCTURE FACILITIES

Infrastructure Facilities

Our registered office is located at: N-4/158, IRC Village, Nayapalli, Bhubaneswar- 751015, Odisha, India and is well equipped with
computer systems, internet connectivity, other communication equipment, security and other facilities, which are required for our
business operations to function smoothly. Our owned manufacturing unit are located at: Baramana, Purunabaulamala, District-
Jajpur, Odisha - 755023 and well equipped with manufacturing machines and facilities for coke manufacturing.

Power

Our Company has made adequate arrangements for its power requirements. The manufacturing processes like cutting and screening
are the stages which require power. Our Company has adequately power facilities backed through the Sanctioned and installed
capacity of 152 KVA Power Supply which is sourced from State Grid i.e. TP Northern Odisha Distribution Limited with Supply
Voltage of 11 KV.

Our Company also has Power Backup sources equivalent to 1,025 KVA at our owned manufacturing facility. We have set up DG
sets as detailed below:

Sr. No. DG Set Capacity Total Units Total Capacity

1. 500 KVA 1 500 KVA
2. 250 KVA 1 250 KVA
3. 125 KVA 2 250 KVA
4. 15 KVA 1 15 KVA

Water

Our Company uses water for quenching and in-house consumption at site and uses the below sources of water to meet its requirement

✓ Ground water
✓ Recycled water through the recycle plant and storage tanks
✓ Rain Water Harvesting Réservoir

With the available infrastructure, our Company reduces the requirement of water by minimizing wastage and recycling water.

Software

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We have customized software to ensure seamless and smooth accounting & finance and billing. The software assures accuracy and
helps build efficiency.

COLLABORATIONS/TIE UPS/ JOINT VENTURES

As of the date of this Draft Prospectus our Company has not entered into any Collaborations / Tie ups / Joint Ventures, except our
Company has entered into an exclusivity agreement i.e. ‘Contract Manufacturing Agreement’ dated April 16, 2022 for a period of
five years with our Group Company, Om Avi Carbon Resources Private Limited, for the supply of our finished product i.e. Low
Ash Metallurgical (LAM) Coke.

MARKETING & DISTRIBUTION

The effectiveness of our marketing and sales network is crucial to our Company’s success. Our strong relationships with existing
customers form the foundation of our achievements. Our team, leveraging their extensive experience and strong connections with
marketers, ensures timely and high-quality product delivery, which is vital in expanding our market presence. We rely on word-of-
mouth referrals and conduct personal visits and calls to both current and potential customers. Our marketing efforts are guided by
traditional methods under the direction of our promoter and dedicated marketing team. Our management and Promoters are
committed to upholding high standards of service excellence, working diligently to ensure prompt delivery of superior quality
products at competitive prices, thus striving to maximize customer satisfaction.

PLANT & MACHINERY

We set out below list of major owned plant and machinery as on October 31, 2024 as under:

Sr. No. Categories Particulars Quantity

1. No. of Batteries 3
2. Coke Ovens 96
3. Chimney 3
4. Coal Crusher 3
5. Coal Hopper 6
6. Coal Feeding Conveyor 8
7. Manual Coal Feeding Trollies 18
8. Coal Blending Machine 1
9. Coke Cutter Plant (Primary & Secondary) 8
10. Coke Conveyor Belt Line 8
11. Key Plant & Coke Vibrator Plant 4
12. Machinery Coke Feeder Machine 4
13. Hot Air Blower 2
14. Air Compressor Machine 2
15. Coal Washery & Slurry Treatment Plant 1
16. Laboratory Equipment (Furnace & Other Accessories) 4
17. Stamp Charging Machine 1
18. Ball Mill Machine With Gear Box 1
19. U Mixture Machine 2
20. Rotary Screen Machine 1
21. Weighing System 1
22. Welding Machine 6
23. Ashok Leyland Dumpers (14 Wheelers) - Capacity 42 Tonnes each 6
24. JCB Tele-handlers 6
25. Mini Loaders 4
26. Automobiles Tractor Mounted Loaders 3
27. Tractors With Trolleys (Capacity 10 Tonnes each) 3
28. Pick-Up Van (Capacity 1.7 Tonnes each) 2
29. Hm Loader 1
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 30. Dust Sweeping & Collection Machine 1
31. Water Tanker 1
32. DG Set 500 KVA 1
33. DG Set 250 KVA 1
34. DG Set 125 KVA 2
35. DG Set 25 KVA 1
36. Power Electric Motor (Different Capacities) 17
37. Power Rectifier 1
38. Lightning Equipment 40
39. 50 KVA Volt Stabilizer 2
40. 75 KVA Volt Stabilizer 2
41. Diesel Water Pump with Generator 8
42. Pump House Building 3
43. Water Rain Water Harvesting Reservoir - Size (1200ft-L X 60ft-B X 20ft-D): 60,000
1
liters
44. Water Recycling Tank Plant - Size (25ft-L X 25ft-B X 15ft-D) : 45,000 liters each 3
45. Weigh Bridge 1 - Weighing Capacity - 100 Tonnes 1
Other
46. Weigh Bridge 2 - Weighing Capacity - 60 Tonnes 1
Utilities
47. Pollution Control Equipment 3

INSURANCE

Our operations are subject to various risks associated with our industry. We maintain Industrial all risk insurance, Workmen
Compensation Insurance, Vehicles insurances, United Bharat Sookshma Udyam Suraksha Policy, United Bharat Griha Raksha
Policy. These insurance policies are reviewed periodically to ensure that the coverage is adequate. We believe that our insurance
coverage is in accordance with industry custom, including the terms of and the coverage provided by such Insurances. Our policies
are subject to standard limitations. Therefore, insurance might not necessarily cover all losses incurred by us and we cannot provide
any assurance that we will not incur losses or suffer claims beyond the limits of, or outside the relevant coverage of our insurance
policies.

EMPLOYEES

Human resource is the key element for developing a company’s growth strategy and handling the day-to-day activities within the
organization. We focus on attracting and retaining the best possible talent. Our team is a blend of experienced, professional and a
strategically organized group of personnel. Our Company does not have any employee unions. Our skilled resource, together with
our strong management team, has enabled us to successfully implement our growth plans. Our Company is committed towards
creating an organization that nurtures talent. We believe that our human resources are the most important element in the success of
our Company.

As of October 31, 2024, we have 67 employees on the payroll of our Company. The following table provides a breakdown of our
employees department wise:

Sr. No. Name of Department No. of Employees

Corporate Office
1. Accounts and Finance 3
2. Compliance & HR 2
3. Procurement & Sales 3
Owned Manufacturing Unit (Jajpur)
4. Raw Material handling & production 6
5. Quality Control 4
6. Accounts 2
7. Mechanical & Maintenance 14
8. Stores 3
9. Security 18
10. Electrical & Maintenance 3
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 Manufacturing Unit (Vizag)
11. Factory Operations 9

INTELLECTUAL PROPERTY

The details of trademarks of our Company is mentioned below:

Sr. Brand Name/Logo/ Trademark Class Trademark Owner Status

No. Number
1. Class - Temp. Ref. No: M/s. Nilachal Carbo Applied for
4 11074965 Metalicks Ltd registration of
trade mark on
dated August 5,
2024

For further details, see “Government and Other Approvals” and “Risk Factors” beginning on page 224 and 22 respectively.

PROPERTIES

Details of properties are mentioned below:

Sr. Address Description Usage Area Owned/Lease Details of the

No. d/Rented Owner/Lessor/Licenso
r
1. Plot No: N-4/158, Khatiana No: 453/1260 Corporate & Land Area: Owned Sale Deed dated August
IRC Village, Total No Plots : 01 Registered 2700 Sq Ft 24, 2005 executed
Nayapalli, Plot No : 997 office Ground between Mr. Girija
Bhubaneswar- Total Area : 0. 0610 Floor: 2020 Sakar Patnaik
751015, ODISHA Acres Sq Ft represented through his
First floor: power of attorney
2020 Sq ft holder Ms. Ranjita
2ndfloor: Panda as a “Vendor”
2020 Sq ft and Nilachal Carbo
Metalicks Private
Limited as a “Vendee”

Consideration: Rs.
35,00,000 (Rupees
Thirty-five lakhs)
2. Baramana, PO: Total No Plots : 03 Manufacturing 10.3500 Owned Sale Deed dated
Purunabaulamala, Plot Nos : Unit Acres February 28, 2003
District: Jajpur, 598/1321/1559, executed between (1)
Odisha - 755023 598/1322/1560 & Shree Jagannath
598/1561 Mahaprabhu Bije Nije
Gruha Care of
Jagabandhu Mohanty
(2) Nabaghana
Mohanty as a “Vendor”
and Nilachal Carbo
Metalicks Private
Limited as a “Vendee”

Consideration: Rs.
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 3,00,000 (Rupees Three
lakhs)
3. Mauza: Baramana Total No Plots : 07 Vacant Land 2. 8100 Owned Sale Deed dated
Police Station: Plot Nos : 594, Acres December 5, 2009
Dharmasala 594/1443, 594/ 1444, executed between Mr.
Tahasil: 594/ 1484, 594/ 1485, Prasanna Kumar Sahoo
Dharmasala 594/1486, 595/ 1487, as a “Vendor” and
District: Jajpur 594/ 1488,594/ 1489, Nilachal Carbo
State: Odisha 594/ 1490 Metalicks Private
Limited as a “Vendee”

Consideration: Rs.
28,10,000 (Rupees
Twenty-Eight lakhs Ten
Thousand)
4. Sampathipuram Factory on Lease at Leased 10 Acres Lease hold Conversion agreement
Village, Anakapalli Vishakhapattanam Manufacturing property dated November 01,
Mandal, Unit 2023 executed between
Vishakhapattanam Srinivasa Coke Private
Limited and Nilachal
Carbo Metalicks Private
Limited.

Period: One Year

effective from
November 1, 2024.

Rent: Rs. 6,00,000 till

February 2025 and Rs.
8,00,000 from March
2025 Per month + GST
5. INOX Building, 1st Office at Office 150 Sq feet Rented Rental agreement dated
Floor, Survey Vishakhapattanam October 29, 2024
No.120 & 121, executed between
Maharanipeta, RK Orange Business Centre
Beach Road, and Nilachal Carbo
Vishakhapattanam Metalicks Private
Limited.

Period: 11 Months
effective from
November 1, 2024.

Rent: Rs. 4,050.63 +

GST per month

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 KEY REGULATIONS AND POLICIES

The following description is a summary of the relevant regulations and policies as prescribed by the Government of India, and the
respective bye laws framed by the local bodies, and others incorporated under the laws of India. The information detailed in this
Chapter has been obtained from the various legislations, including rules and regulations promulgated by the regulatory bodies and
the bye laws of the respective local authorities that are available in the public domain. The statements produced 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 and may not be exhaustive, and are only
intended to provide general information to investors and is neither designed nor intended to be a substitute for professional legal
advice. We are subject to a number of Central and State legislations which regulate substantive and procedural aspects of the
business. Additionally, the business activities of our Company require sanctions, approval, license, registration etc. from the
concerned authorities, under the relevant Central and State legislations and local bye-laws. For details of Government and Other
Approvals obtained by the Company in compliance with these regulations, see section titled “Government and Other Approvals”
beginning on page 224. The following is an overview of some of the important laws, policies and regulations which are pertinent to
our business.

INDUSTRY SPECIFIC REGULATIONS

Regulations on Coal Distribution and Quality Control

In exercise of the powers conferred by the Essential Commodities Act, 1955, the Government of India issued the Colliery Control
Order, 2000 (“CC Order”) and the Colliery Control Rules, 2004 (“CC Rules”). Both the CC Order and the CC Rules empowers
the Central Government to prescribe the criteria for categorization of coal and the Coal Controller for prescribing the procedure for
the categorization of coal, inspection of collieries and quality surveillance, etc. The Coal Controller has also been empowered to
issue directions to any colliery owner regulating disposal of stocks of coal, prohibiting or limiting the mining or production of any
grade of coal and the requirement of prior permissions to open a coal mine.

Policy Related to Distribution of Coal

The Ministry of Coal issued the New Coal Distribution Policy, 2013 (“NCD Policy”) to regulate the distribution of coal. This
policy removed the classification of consumers into consumers of the core and the noncore sectors and instead, stated that each
sector consumers would be treated on merit keeping in view, inter alia, the regulatory provisions applicable thereto and other relevant
factors. The NCD Policy also deals with the (a) distribution and pricing of coal to different consumers or sectors like the defence
sector, railways, power utilities, integrated steel plants, etc.; (b) exclusive distribution policy for the consumers in small and medium
sector, replacement of the linkage system with enforceable Fuel Supply Agreements; and (c) laying down of policies for new
consumers and a fresh scheme for e-auctioning of coal. The NCD Policy also lays down that discipline and economy should be
maintained in the usage of coal since it is considered a scarce fuel. The policy requires our Company to undertake verification of
consumers of erstwhile non-core sector consumers to check the veracity of their claim of being bonafide consumers of coal and
empowers our Company to cancel the allocation of the consumers who are not found to be bonafide.

Electricity Act, 2003

This Act was formulated in the year 2003 to regulate the electricity sector. It provides the framework for the development of the
electricity sector. The Act also mentions the preferential tariffs and quotas for opting for renewable energy. The Act deals in the
legislation regarding incorporation, generation, transmission, distribution, and also the tariffs in the sale. The distribution of licenses
for grid connectivity has also been incorporated. The issue of the license is the mandatory procurement for using renewable energy
at a large scale. The Act also mentions the commissions at the central and state level such as electricity regulatory commissions with
the appeal provision provided to an Appellate Tribunal for Electricity (APTEL) which has been created under the Electricity Act.
However, if the issue is not solved, then one can directly approach the Supreme Court of India. The Act also applies to solar sector-
related disputes.

The Indian Electricity Rules, 1956

These rules lay down the method of transforming and transmission of electricity, types and categories of electrical, conductors,
wires and cables to be used for the transformation and transmission of electricity, licensing process, usage of meter, voltage flows
in specific areas, eligibility and method of appointing officers for the electricity board of respective states, defaults and mode of
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appeals and other process related to transforming and transmission of electricity and like.

National Electricity Policy, 2005

This policy was formed in the year 2005 in compliance with Section 3 of the Electricity Act 2003. It allows preferential tariffs for
power produced from renewable energy sources. It has completed its past objective of producing enough electricity to ensure access
to increase the minimum per capita availability to 1,000 kWh per year by 2012. An adequate amount of electricity is a need in
today’s life. The National Electricity Plan formulated under Section 3(4) of the Act requires the Central Electricity Authority (CEA)
to frame a National Electricity Plan once every five years and revise them from time to time following the system of National
Electricity Policy. Section 73(a) authorizes short-term, prospective plans for the development of an electricity system and
coordinates the activities of various planning agencies for the optimum utilization of resources.

Integrated Energy Policy, 2006

This policy is an advisory by particular focusing on renewable energy development and setting targets for the addition and
advancement of capacity. The policy covers wide aspects of energy such as security, access, affordability, availability, pricing,
efficiency, and environment. The major aim of the energy policy has been to provide energy that can be sustainable, efficient, cost-
effective, and safe. The policy has been formulated under Section 63 of the Electricity Act for the long-term procurement of
electricity from grid-connected solar PV power projects.

The Bureau of Indian Standards Act, 2016 (“BIS Act”)

The Bureau of Indian Standards Act, 2016 (“BIS Act”) provides for the establishment of a national standards body for the
harmonious development of the activities of standardization, conformity assessment and quality assurance of goods, articles,
processes, systems and services. Under the BIS Act, the Central Government, after consulting the Bureau of Indian Standards
(“BIS”), can notify which precious metal articles or other goods or articles are required to be marked with a ‘Hallmark’ or ‘Standard
Mark’, subject to certain conditions for sale and testing of such articles. Under the BIS scheme, the GoI has identified ‘BIS’ as the
sole agency in India to operate the BIS Scheme which aims to ensure that quality control is built in the system in alignment with the
international criteria on hallmarking. Functions of BIS 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. BIS is also the licensing authority for quality standards.

BIS Act was notified on March 22, 2016 and came into effect from October 12, 2017. The BIS Act establishes the Bureau of Indian
Standards (BIS) as the National Standards Body of India. The BIS Act has enabling provisions for the Government to bring under
compulsory certification regime any goods or article of any scheduled industry, process, system or service which it considers
necessary in the public interest or for the protection of human, animal or plant health, safety of the environment, or prevention of
unfair trade practices, or national security. The BIS Act also allows multiple type of simplified conformity assessment schemes
including self-declaration of conformity against a standard which will give simplified options to manufacturers to adhere to the
standards and get certificate of conformity. The BIS Act enables the Central Government to appoint any authority/agency, in addition
to the BIS, to verify the conformity of products and services to a standard and issue certificate of conformity. Further, there is also
a provision for repair or recall, including product liability of the products bearing standard mark but not conforming to the relevant
Indian Standard.

Importer-Exporter Code

Under the Indian Foreign Trade Policy, 2004, no export or import can be made by a person or company without an Importer Exporter
Code number unless such person/company is specifically exempted. An application for an Importer Exporter Code number has to
be made to the office of the Joint Director General of Foreign Trade, Ministry of Commerce. An Importer Exporter Code number
allotted to an applicant is valid for all its branches/divisions/ units/factories.

Legal Metrology Act, 2009 (The “LM Act”)

The L.M. Act governs the standards/units/denominations used for weights and measures as well as for goods which are sold or
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distributed by weight, measure or number. It also states that any transaction/contract relating to goods/class of goods shall be as per
the weight/measurement/numbers prescribed by the L.M. Act.

The Factories Act, 1948

The Factories Act defines a ‘factory’ to be any premises including the precincts thereof, on which on any day in the previous 12
months, 10 or more workers are or were working and in which a manufacturing process is being carried on or is ordinarily carried
on with the aid of power; or where at least 20 workers are or were working on any day in the preceding 12 months and on which a
manufacturing process is being carried on or is ordinarily carried on without the aid of power. State governments prescribe rules
with respect to the prior submission of plans, their approval for the establishment of factories and the registration and licensing of
factories.

The Factories Act provides that the ‘occupier’ of a factory (defined as the person who has ultimate control over the affairs of the
factory and in the case of a company, any one of the directors) shall ensure the health, safety and welfare of all workers while they
are at work in the factory, especially in respect of safety and proper maintenance of the factory such that it does not pose health
risks, the safe use, handling, storage and transport of factory articles and substances, provision of adequate instruction, training and
supervision to ensure workers’ health and safety, cleanliness and safe working conditions.

The Micro, Small and Medium Enterprises Development Act, 2006

In order to promote and enhance the competitiveness of Micro, Small and Medium Enterprise ("MSME") the Micro, Small and
Medium Enterprises Development Act, 2006 is enacted. A National Board shall be appointed and established by the Central
Government for MSME enterprise with its head office at Delhi in the case of the enterprises engaged in the manufacture or
production of goods pertaining to any industry mentioned in first schedule to Industries (Development and Regulation) Act, 1951.
The Government, in the Ministry of Micro, Small and Medium Enterprises has issued a notification dated June 1, 2020 revising
definition and criterion and the same came into effect from July 1, 2020. The notification revised the definitions as “Micro
enterprise”, where the investment in plant and machinery or equipment does not exceed one crore rupees and turnover does not
exceed five crore rupees; “Small enterprise”, where the investment in plant and machinery or equipment does not exceed ten crore
rupees and turnover does not exceed fifty crore rupees; “Medium enterprise”, where the investment in plant and machinery or
equipment does not exceed fifty crore and turnover does not exceed two hundred and fifty crore rupees.

The Public Liability Insurance Act, 1991

The Public Liability Insurance Act (“PIL Act”) was constituted to provide for public liability insurance for the purpose of providing
immediate relief to the persons affected by accident occurring while handling any hazardous substance and for matters connected
therewith or incidental thereto. The PIL Act provides for the owner before handling hazardous substances to take insurance cover
for protection against claims made by third parties for damages with respect to handling of hazardous substances. Under the PIL
Act, the victims exposed to hazardous substances may file claims before the Collector within 5 years of the accident. The Collector,
shall, after giving notice of the application to the owner and after giving the parties an opportunity of being heard, hold an inquiry
into the claim or, each of the claims, and may make an award determining the amount of relief which appears to him to be just and
specifying the person or persons to whom such amount of relief shall be paid. The PIL Act also provides for the establishment of
Environmental Relief Fund to be utilized for payment of reliefs under the award.

LAW RELATING TO SPECIFIC STATE WHERE THE ESTABLISHMENT IS SITUATED

Odisha Fire Service Act, 1993 (Notification dated 6 th March 2019)

This notification increases the purview of the Odisha Fire Service Act, 1993. Rule 3 of this said notification highlights specifically
that “factories and industries” fall under premises or occupancies that are likely to have a risk of fire, thus the provisions of this act
apply to factories and industry.

Orrisa State Tax on Profession, Trades, Callings and Employment Rules, 1975

The professional tax slabs in India are applicable to those citizens of India who are either involved in any profession or trade. The
State Government of each State is empowered with the responsibility of structuring as well as formulating the respective professional
tax criteria and is also required to collect funds through professional tax. The professional taxes are charged on the incomes of
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individuals, profits of business or gains in vocations. The professional tax is charged as per the List II of the Constitution. The
professional tax is classified under various tax slabs in India. The tax payable under the State Acts by any person earning a salary
or wage shall be deducted by his employer from the salary or wages payable to such person before such salary or wages is paid to
him, and such employer shall, irrespective of whether such deduction has been made or not when the salary and wage is paid to
such persons, be liable to pay tax on behalf of such person and employer has to obtain the registration from the assessing authority
in the prescribed manner.

The Odisha Shops and Commercial Establishment Act, 1956

The provisions of Odisha Shops and Establishments Act, 1956 regulates the conditions of work and employment in shops and
commercial establishments and generally prescribe obligations in respect of inter alia registration, opening and closing hours, daily
and weekly working hours, holidays, leave, health and safety measures, and wages for overtime work. As per provisions of Sec. 4
of the Odisha Shops & Commercial Establishment Act, 1956, the employer of shop or commercial establishment located within
Municipal Corporation /Municipality / NAC area and engaging one or more employee(s) has to apply for registration of his
establishment within 30 days from its commencement. The Shops and Establishments Act regulates conditions of work, lists rights
of employees in the unorganized sector and provides a list of obligations for every employer.

LABOUR AND EMPLOYMENT RELATED LAWS

The Code on Wages, 2019

The Code on Wages, 2019 regulates and amalgamates wage and bonus payments and subsumes four existing laws namely – the
Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the Equal Remuneration Act,
1976 received the assent of the President of India on August 8, 2019. It regulates, inter alia, the minimum wages payable to
employees, the manner of payment and calculation of wages and the payment of bonus to employees.

The Occupational Safety, Health and Working Conditions Code, 2010

The Occupational Safety, Health and Working Conditions Code, 2020 received the assent of the President of India on September
28, 2020, and proposes to subsume certain existing legislations, including the Factories Act, 1948, the Contract Labour (Regulation
and Abolition) Act, 1970, the Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979 and
the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996. The provisions of
this code will be brought into force on a date to be notified by the Central Government.

The Code on Social Security, 2020

The Code on Social Security, 2020 received the assent of the President of India on September 28, 2020 and it proposes to subsume
certain existing 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, the Payment of Gratuity
Act, 1972, the Building and Other Construction Workers’ Welfare Cess Act, 1996 and the Unorganized Workers’ Social Security
Act, 2008. The provisions of this code will be brought into force on a date to be notified by the Central Government. The Central
Government has issued the draft rules under the Code on Social Security, 2020. The draft rules provide for operationalization of
provisions in the Code on Social Security, 2020 relating to employees’ provident fund, employees’ state insurance corporation,
gratuity, maternity benefit, social security and cess in respect of building and other construction workers, social security for
unorganized workers, gig workers and platform workers.

The Industrial Relations Code, 2020

The Ministry of Law and Justice, with an intent to consolidate and amend laws relating to trade unions, conditions of employment
in industrial establishment or undertaking, investigation and settlement of industrial dispute, has introduced the Industrial Code. The
Code provides that the Central Government may repeal the provisions of the Trade Unions Act, 1926, the Industrial Employment
(Standing Orders) Act, 1946, and the Industrial Disputes Act, 1947 and may supersede them with the applicability of any provision
of the Industrial Code. The Industrial Code is a central legislation and extends to the whole of India. The Industrial Code empowers
the Central Government to require an establishment in which one hundred or more workers are employed or have been employed
on any day in the preceding twelve months to constitute a works committee consisting of representatives of employer and workers
engaged in the establishment. The code further requires every establishment with twenty or more workers to have grievance redressal
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committees for resolution of disputes arising out of individual grievances. The code bars the jurisdiction of civil courts to any matter
to which the provisions of the Industrial Code apply and provides for establishment of industrial tribunals for adjudication of such
matters. The Industrial Code provides for provisions pertaining to lay-off and retrenchment of employees and closure of
establishments and compensation provisions in relation thereto. The Industrial Code provides for monetary fines, penalties and
imprisonment in case of contravention of the provisions of the code.

The Payment of Gratuity Act, 1972

The Payment of Gratuity Act, 1972 establishes a scheme for the payment of gratuity to employees engaged in every factory, mine,
oil field, plantation, port and railway company, every shop or establishment in which ten or more persons are employed or were
employed on any day of the preceding twelve months and in such other establishments in which ten or more persons are employed
or were employed on any day of the preceding twelve months, as the central government may, by notification, specify. Penalties are
prescribed for non-compliance with statutory provisions.

Under the Gratuity Act, an employee who has been in continuous service for a period of five years will be eligible for gratuity upon
his retirement, resignation, superannuation, death or disablement due to accident or disease. However, the entitlement to gratuity in
the event of death or disablement will not be contingent upon an employee having completed five years of continuous service.

Employees State Insurance Act, 1948

The Employees State Insurance Act, 1948 (“ESI Act”) provides for certain benefits to employees in case of sickness, maternity and
employment injury. All employees in establishments covered by the ESI Act are required to be insured, with an obligation imposed
on the employer to make certain contributions in relation thereto. It applies to, inter alia, seasonal power using factories employing
ten or more persons and non-power using factories employing 20 or more persons. Every factory or establishment to which the ESI
Act applies is required to be registered in the manner prescribed in the ESI Act. Under the ESI Act every employee (including casual
and temporary employees), whether employed directly or through a contractor, who is in receipt of wages up to Rs. 10,000 per
month is entitled to be insured.

The ESI Act states that a principal employer, who has paid contribution in respect of an employee employed by or through an
immediate employer, shall be entitled to recover the amount of the contribution so paid from the immediate employer, either by
deduction from any amount, payable to him by the principal employer under any contract, or as a debt, payable by the immediate
employer.

Employees Provident Fund and Miscellaneous Provisions Act, 1952

The Employees Provident Fund and Miscellaneous Provisions Act, 1952 provides for the institution of compulsory provident fund,
pension fund and deposit linked insurance funds for the benefit of employees in factories and other establishments. A liability is
placed both on the employer and the employee to make certain contributions to the funds mentioned above.

Minimum Wages Act, 1948

The Minimum Wages Act, 1948 (“MWA”) came into force with an objective to provide for the fixation of a minimum wage payable
by the employer to the employee. Under the MWA, every employer is mandated to pay the minimum wages to all employees
engaged to do any work skilled, unskilled, manual or clerical (including out-workers) in any employment listed in the schedule to
the MWA, in respect of which minimum rates of wages have been fixed or revised under the MWA. Construction of Buildings,
Roads, and Runways are scheduled employments. It prescribes penalties for non-compliance by employers for payment of the wages
thus fixed.

Maternity Benefit Act, 1961

The Maternity Benefit Act, 1961 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
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provisions of this act to establishments or class of establishments, industrial, commercial, agricultural or otherwise.

Equal Remuneration Act, 1979

The Equal Remuneration Act 1979 provides for payment of equal remuneration to men and women workers and for prevention
discrimination, on the ground of sex, against Female employees in the matters of employment and for matters connected therewith.
The act was enacted with the aim of state to provide Equal Pay and Equal Work as envisaged under Article 39 of the Constitution.

Child Labour Prohibition and Regulation Act, 1986

The Child Labour Prohibition and Regulation Act 1986 prohibits employment of children below 14 years of age in certain
occupations and processes and provides for regulation of employment of children in all other occupations and processes.
Employment of Child Labour in our industry is prohibited as per Part B (Processes) of the Schedule.

Trade Union Act, 1926 and Trade Union (Amendment) Act, 2001

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 relates to 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 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.

The Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

To curb the rise in sexual harassment of women at workplace, this act was enacted for prevention and redressal of complaints and
for matters connected therewith or incidental thereto. The terms sexual harassment and workplace are both defined in the act. Every
employer should also constitute an ―Internal Complaints Committee‖ and every officer and member of the company shall hold
office for a period of not exceeding three years from the date of nomination. Any aggrieved woman can make a complaint in writing
to the Internal Committee in relation to sexual harassment of female at workplace. Every employer has a duty to provide a safe
working environment at workplace which shall include safety from the persons coming into contact at the workplace, organising
awareness programs and workshops, display of rules relating to the sexual harassment at any conspicuous part of the workplace,
provide necessary facilities to the internal or local committee for dealing with the complaint, such other procedural requirements to
assess the complaints.

Contract Labour (Regulation and Abolition) Act, 1970

The Contract Labour (Regulation and Abolition) Act, 1970 (“CLRA”) has been enacted to regulate the employment of contract
labour in certain establishments, the regulation of their conditions and terms of service and to provide for its abolition in certain
circumstances. The CLRA applies to every establishment in which 20 or more workmen are employed or were employed on any
day of the preceding 12 months as contract labour. The CLRA vests the responsibility on the principal employer of an establishment
to which the CLRA applies to make an application to the registered officer in the prescribed manner for registration of the
establishment. In the absence of registration, a contract labour cannot be employed in the establishment. Likewise, every contractor
to whom the CLRA applies is required to obtain a license and not to undertake or execute any work through contract labour except
under and in accordance with the license issued. To ensure the welfare and health of the contract labour, the CLRA imposes certain
obligations on the contractor in relation to establishment of canteens, rest rooms, drinking water, washing facilities, first aid, other
facilities and payment of wages. However, in the event the contractor fails to provide these amenities, the principal employer is
under an obligation to provide these facilities within a prescribed time. Penalties, including both fines and imprisonment, may be
levied for contravention of the provisions of the CLRA.

The Payment of Bonus Act, 1965 (“POB Act”)

The POB Act provides for payment of minimum bonus to factory employees and every other establishment in which twenty 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.

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Workmen’s Compensation Act, 1923

The Workmen Compensation Act, 1923 has been enacted with the objective to provide for the payment of compensation to workmen
by employers for injuries by accident arising out of and in the course of employment, and for occupational diseases resulting in
death or disablement. The WCA makes every employer liable to pay compensation in accordance with the WCA if a personal
injury/disablement/loss of life is caused to a workman (including those employed through a contractor) by accident arising out of
and in the course of his employment. In case the employer fails to pay compensation due under the WCA within one month from
the date it falls due, the commissioner appointed under the WCA may direct the employer to pay the compensation amount along
with interest and may also impose a penalty.

TAX RELATED REGULATIONS

Income Tax Act, 1961

Income Tax Act, 1961 Income Tax Act, 1961 is applicable to every Domestic / Foreign Company whose income is taxable under
the provisions of this Act or Rules made under depending upon its “Residential Status” and “Type of Income” involved. U/s 139(1)
every Company is required to file its Income tax return for every Previous Year by 31 st October of the Assessment Year. Other
compliances like those relating to Tax Deduction at Source, Advance Tax, Minimum Alternative Tax and like are also required to
be complied by every Company.

Goods and Service Tax Act, 2017

Goods and Services Tax (GST) is levied on supply of goods or services or both jointly by the Central and State Governments. It
was introduced as The Constitution (One Hundred and First Amendment) Act 2017 and is governed by the GST Council. GST
provides for imposition of tax on the supply of goods or services and will be levied by central on intra-state supply of goods or
services and by the States including Union territories with legislature/ Union Territories without legislature respectively. A
destination-based consumption tax GST would be a dual GST with the central and states simultaneously levying tax with a common
base. The GST law is enforced by various acts viz. Central Goods and Services Act, 2017 (CGST), State Goods and Services Tax
Act, 2017 (SGST), Union Territory Goods and Services Tax Act, 2017 (UTGST), Integrated Goods and Services Tax Act, 2017
(IGST) and Goods and Services Tax (Compensation to States) Act, 2017 and various rules made thereunder.

Every person liable to take registration under these Acts shall do so within a period of 30 days from the date on which he becomes
liable to registration. The Central/State authority shall issue the registration certificate upon receipt of application. The Certificate
shall contain fifteen-digit registration numbers known as Goods and Service Tax Identification Number (GSTIN). In case a person
has multiple business verticals in multiple locations in a state, a separate application will be made for registration of each and every
location. The registered assesse is then required to pay GST as per the rules applicable thereon and file the appropriate returns as
applicable thereon. GST has replaced following indirect taxes and duties at the central and state levels.

Customs Act, 1962

The provisions of the Customs Act, 1962 and rules made there under are applicable at the time of import of goods i.e. bringing into
India from a place outside India or at the time of export of goods i.e. taken out of India to a place outside India. Any Company
requiring to import or export any goods is first required to get it registered and obtain an IEC (Importer Exporter Code). Imported
goods in India attract basic customs duty, additional customs duty and education cess. The rates of basic customs duty are specified
under the Customs Tariff Act 1975. Customs duty is calculated on the transaction value of the goods. Customs duties are
administrated by Central Board of Excise and Customs under the Ministry of Finance.

ENVIRONEMENT LAWS

The Environmental Protection Act, 1986 (“Environment Protection Act”) and Environment (Protection) Rules, 1986

The Environment Act is an umbrella legislation designed to provide a framework for the Central Government to coordinate activities
of various state and central authorities established under previous environmental laws. The Environment Act specifies that no person
carrying on any industry, operation or process shall discharge or emit or permit to be discharged or emitted any environment
pollutants in excess of such standards as may be prescribed. The Environment Act empowers the Central Government to make rules
for various purposes viz., to prescribe: (i) the standards of quality of air, water or soil for various areas; (ii) the maximum allowable
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limits of concentration of various environmental pollutants for different areas; (iii) the procedures and safeguards for the prevention
of accidents which may cause environmental pollution and remedial measures for such accidents.

In exercise of powers conferred under the Environment Act, the Central Government notified the Environment Rules. Pursuant to
Environment Rules, every person who carries on an industry, operation or process requiring consent under Water (Prevention and
Control of Pollution) Act, 1974 or Air (Prevention and Control of Pollution) Act, 1981 or shall submit to the concerned Pollution
Control Board (“PCB”) an environmental statement for that financial year in the prescribed form.

Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”)

The Water Act aims at prevention and control of water pollution as well as restoration of water quality through the establishment of
a central PCB and state PCBs. Under the provisions of the Water Act, any individual, industry or institution discharging industrial
or domestic wastewater or establishing any treatment or disposal system or the using of any new or altered outlet for the discharge
of sewage is required to obtain the consent of the applicable state PCB, which is empowered to establish standards and conditions
that are required to be complied with. The consent to operate is granted for a specific period after which the conditions stipulated at
the time of granting consent are reviewed by the state PCB. Even before the expiry of the consent period, the state PCB is authorized
to carry out random checks on any industry to verify if the standards prescribed are being complied with by the industry. In the
event of non-compliance, the state PCB after serving notice to the concerned industry may close the mine or withdraw water supply
to the industry or cause magistrates to pass injunctions to restrain such polluters.

The Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”)

The Air Act requires any individual, industry or institution responsible for emitting smoke or gases by way of use as fuel or chemical
reactions, apply in a prescribed form and obtain consent from the PCB prior to commencing any activity. The PCB is required to
grant, or refuse, consent within four months of receipt of the application. The consent may contain conditions relating to
specifications of pollution control equipment to be installed. Within a period of four months after the receipt of the application for
consent the PCB shall, by order in writing and for reasons to be recorded in the order, grant the consent applied for subject to such
conditions and for such period as may be specified in the order, or refuse consent.

INTELLECTUAL PROPERTY LAWS

In-general the Intellectual Property Rights includes but is not limited to the following enactments:

i. The Trademarks Act, 1992

ii. The Copyright Act, 1957

The Trademarks Act, 1999 (the “Trademarks Act”)

The Trademarks Act governs the statutory protection of trademarks and prevention of the use of fraudulent marks in India. It
provides for the application and registration of trademarks in India. It also provides for exclusive rights to marks such as brand,
label, and heading and to obtain relief in case of infringement for commercial purposes as a trade description. Under the provisions
of the Trademarks Act, an application for trademark registration may be made with the Controller General of Patents, Designs and
Trademarks by any person or persons claiming to be the proprietor of a trademark, whether individually or as joint applicants, and
can be made on the basis of either actual use or intention to use a trademark in the future. Once granted, a trademark registration is
valid for 10 years unless cancelled, after which, it can be renewed. If not renewed, the mark lapses and the registration is required
to be restored to gain protection under the provisions of the Trademarks Act. The Trademarks Act prohibits registration of
deceptively similar trademarks and provides penalties for infringement, falsifying or falsely applying for trademarks. Further,
pursuant to the notification of the Trademarks (Amendment) Act, 2010, simultaneous protection of trademark in India and other
countries has been made available to owners of Indian and foreign trademarks. It also seeks to simplify the law relating to the
transfer of ownership of trademarks by assignment or transmission and to bring the law in line with international practices.

The Copyright Act, 1957

Copyright is a right given by the law to creators of literary, dramatic, musical and artistic works and producers of cinematograph
films and sound recordings. In fact, it is a bundle of rights including, inter alia, and rights of reproduction, communication to the
public, adaptation and translation of the work. There could be slight variations in the composition of the rights depending on the
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work.

REGULATIONS REGARDING FOREIGN TRADE AND INVESTMENT

Foreign Direct Investment

Foreign investment in Indian securities is governed by the provisions of the FEMA read with the applicable FEMA Regulations.
Circular/Press Notes/Press Releases which are notified by the Department of Economic Affairs (DEA), Ministry of Finance,
Government of India as amendments to the Foreign Exchange Management (Non-Debt Instruments) Rules, 2019 under the Foreign
Exchange Management Act, 1999 (42 of 1999) (FEMA). DPIIT has issued consolidated FDI Policy Circular of 2020 (“FDI Policy
2020”), which with effect from October 15, 2020, consolidates and supersedes all previous press notes, press releases and
clarifications on FDI Policy that were in force. The Government proposes to update the consolidated circular on FDI policy once
every year and therefore, FDI Policy 2020 will be valid until an updated circular is issued.

The reporting requirements for any investment in India by a person resident in India under Foreign Exchange Management (Non-
Debt Instruments) Rules, 2019 are specified by the RBI. Regulation 4 of the Foreign Exchange Management (Mode of Payment and
Reporting of Non-Debt Instruments) Regulations, 2019 vide notification No. FEMA. 395/2019-RB dated 17.10.2019 issued by the
RBI stipulates the reporting requirement for any investment in India by a person resident outside India. All the reporting is required
to be done through the Single Master Form (SMF) available on the Foreign Investment Reporting and Management System (FIRMS)
platform at https://firms.rbi.org.in. Under the current FDI Policy of 2020, foreign direct investment in micro and small enterprises
is subject to sectoral caps, entry routes and other sectoral regulations.

Foreign Exchange Management Act, 1999 (“FEMA”) and Regulations framed thereunder

Foreign investment in India is governed primarily by the provisions of the FEMA which relates to regulation primarily by the RBI
and the rules, regulations and notifications there under, and the policy prescribed by the Department of Industrial Policy and
Promotion, Ministry of Commerce & Industry, Government of India. As laid down by the FEMA Regulations no prior consents and
approvals are required from the Reserve Bank of India, for Foreign Direct Investment under the ‘automatic route’ within the
specified sectoral caps. In respect of all industries not specified as FDI under the automatic route, and in respect of investment more
than the specified sectoral limits under the automatic route, approval may be required from the FIPB and/or the RBI. The RBI, in
exercise of its power under the FEMA, has notified the Foreign Exchange Management (Transfer or Issue of Security by a Person
Resident Outside India) Regulations, 2000 ("FEMA Regulations") to prohibit, restrict or regulate, transfer by or issue security to a
person resident outside India and Foreign Exchange Management (Export of Goods and Services) Regulations, 2000 for regulation
on exports of goods and services.

Investment by FIIs

FIIs including institutions such as pension funds, mutual funds, investment trusts, insurance and reinsurance companies,
international or multilateral organizations or their agencies, foreign governmental agencies, sovereign wealth funds, foreign central
banks, asset management companies, investment managers or advisors, banks, trustees, endowment funds, university funds,
foundation or charitable trusts or societies and institutional portfolio managers can invest in all the securities traded on the primary
and secondary markets in India.

FIIs are required to obtain an initial registration from the SEBI and a general permission from the RBI to engage in transactions
regulated under the FEMA. FIIs must also comply with the provisions of the Securities and Exchange Board of India (Foreign
Institutional Investors) Regulations, 1995, as amended from time to time (“FII Regulations”). The initial registration and the RBI’s
general permission together enable the registered FII to buy (subject to the ownership restrictions discussed below) and sell freely,
securities issued by Indian companies, to realize capital gains or investments made through the initial amount invested in India, to
subscribe or renounce rights issues for shares, to appoint a domestic custodian for custody of investments held and to repatriate the
capital, capital gains, dividends, income received by way of interest and any compensation received towards sale or renunciation of
rights issues of shares.

Foreign Trade (Development and Regulation) Act 1992

The Foreign Trade (Development and Regulation) Act, 1992 seeks to increase foreign trade by regulating imports and exports to
and from India. The FTA read with the Indian Foreign Trade Policy provides that no exports or imports can be made by a person or
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company without having obtained an importer exporter code number unless such person or company is specifically exempt. An
application for an importer exporter code number has to be made to the Office of the Joint Director General of Foreign Trade,
Ministry of Commerce. An importer-exporter code number allotted to an applicant is valid for all its branches, divisions, units and
factories.

Foreign Trade Policy

The Foreign Trade Policy provides that no export or import can be made by a person without an IEC unless such person is
specifically exempted. The policy provides for all exports and imports made shall be governed by the Foreign Trade Policy, unless
otherwise specified. FTP provides for handbook of procedures laying down the procedure to be followed by an exporter or importer
or by any Licensing/Regional Authority or by any other authority for purposes of implementing provisions of FT (D&R) Act, the
Rules and the Orders made there under and provisions of FTP.

GENERAL CORPORATE COMPLIANCE

The Companies Act

The consolidation and amendment in the law relating to the Companies Act, 1956 made way to the enactment of the Companies
Act, 2013 and rules made thereunder. The Companies Act primarily regulates the formation, financing, functioning and restructuring
of Companies as separate legal entities. The Act provides regulatory and compliance mechanism regarding all relevant aspects
including organizational, financial and managerial aspects of companies. The provisions of the Act state the eligibility, procedure
and execution for various functions of the company, the relation and action of the management and that of the shareholders. The
law laid down transparency, corporate governance and protection of shareholders & creditors. The Companies Act plays the
balancing role between these two competing factors, namely, management autonomy and investor protection.

SEBI Regulations

Securities and Exchange Board of India is the regulatory body for securities market transactions including regulation of listing and
delisting of securities. It forms various rules and regulations for the regulation of listed entities, transactions of securities, exchange
platforms, securities market and intermediaries thereto. Apart from other rules and regulations, listed entities are mainly regulated
by SEBI Act, 1992, Securities Contract Regulation Act, 1956, Securities Contracts (Regulation) Rules, 1957, SEBI (Issue of Capital
and Disclosure Requirements) Regulations, 2018 and SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015,
SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 and SEBI (Prohibition of Insider Trading) Regulations,
2015.

Indian Contract Act, 1872

The Contract Act is the legislation which lays down the general principles relating to formation, performance and enforceability of
contracts. The rights and duties of parties and the specific terms of agreement are decided by the contracting parties themselves,
under the general principles set forth in the Contract Act. The Contract Act also provides for circumstances under which contracts
will be considered as ‘void’ or ‘voidable’. The Contract Act contains provisions governing certain special contracts, including
indemnity, guarantee, bailment, pledge, and agency.

Specific Relief Act, 1963

The Specific Relief Act, 1963 is complimentary to the provisions of the Contract Act and the Transfer of Property Act, as the Act
applies both to movable property and immovable property. The Act applies in cases where the Court can order specific performance
of a contract. Specific relief can be granted only for purpose of enforcing individual civil rights and not for the mere purp ose of
enforcing a civil law. Specific performance‖ means Court will order the party to perform his part of agreement, instead of imposing
on him any monetary liability to pay damages to other party.

Sale of Goods Act, 1930

The law relating to the sale of goods is codified in the Sale of Goods Act, 1930. It defines sale and agreement to sell as a contract
whereby the seller transfers or agrees to transfer the property in goods to the buyer for a price and provides that there may be a
contract of sale between part owner and another and that the contract of sale may be absolute or conditional.
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Consumer Protection Act, 2019 (“Consumer Protection Act”)

The Consumer Protection Act was designed and enacted to provide simpler and quicker access to redress consumer grievances. It
seeks, amongst other things, to promote and protects the interests of consumers against deficiencies and defects in goods or services
and secure the rights of a consumer against unfair trade practices, which may be practiced by manufacturers, service providers and
traders. The definition of “consumer” under the Consumer Protection Act includes persons engaged in offline or online transactions
through electronic means or by tele-shopping or direct-selling or multi-level marketing. It provides for the establishment of
consumer disputes redressal forums and commissions for the purposes of redressal of consumer grievances. In addition to awarding
compensation and/or passing corrective orders, the forums and commissions under the Consumer Protection Act, in cases of
misleading and false advertisements, are empowered to impose imprisonment for a term which may extend to two years and fine
which may extend to ten lakhs.

In line with the Consumer Protection Act, the Ministry of Consumer Affairs, Food and Public Distribution, Government of India
(“Ministry of Consumer Affairs”) has also notified the Consumer Protection (E-Commerce) Rules, 2020 (“E-Commerce Rules”) on
July 23, 2020, which provide a framework to regulate the marketing, sale and purchase of goods and services online. The E-
Commerce Rules govern e-commerce entities which own, operate, or manage, a digital or electronic facility or platform for
electronic commerce, but does not include a seller offering his goods or services for sale on a marketplace e-commerce entity. The
Ministry of Consumer Affairs has also released draft amendments to the E-Commerce Rules for public comments. The aforesaid
draft amendments require e-commerce entities to, amongst other things, register themselves with the Department for Promotion of
Industry and Internal Trade, and appoint a chief compliance officer, a nodal contact person and a resident grievance officer.
Additionally, the draft amendments prohibit e-commerce entities from misleading users by manipulating search results, prohibit
flash sales and abuse of dominant position, and mandate e-commerce entities to identify sponsored listings of products and services
with clear and prominent disclosures.

Code of Civil Procedure, 1908

The Code of Civil Procedure, 1908 is a procedural law related to the administration of civil proceedings in India. The Civil Procedure
Code consolidates and amends the law relating to the procedure of the Courts of Civil jurisdiction. The Code of Civil Procedure is
an adjective law it neither creates nor takes away any right. It is intended to regulate the procedure to be followed by Civil Courts.
The Civil Procedure Code consists of two parts. 158 Sections form the first part and the rules and orders contained in Schedule I
form the second part. The object of the Code generally is to create jurisdiction while the rules indicate the mode in which the
jurisdiction should be exercised.

The Code does not affect any special or local laws, nor does it supersede any special jurisdiction or power conferred or any special
form of procedure prescribed by or under any other law for the time being in force. The Code is the general law so that in case of
conflict between the Code and the special law the latter prevails over the former. Where the special law is silent on a particular
matter the Code applies, but consistent with the special enactment.

Bhartiya Nyaya Sanhita, 2023

This act supersedes the Indian Penal Code, 1860, this comprehensive legal framework addresses various facets of criminal law,
including offenses, penalties, defences, and procedural guidelines. The Bhartiya Nyaya Sanhita Act largely retains provisions from
the Indian Penal Code, 1860, but also introduced new offences including but not limited to cybercrimes, environmental violations,
and removed invalidated offences that were earlier there, and enhances penalties for certain offences. Notably, community service
replaced the sedition as a form of punishment and terrorism is also explicitly recognizes as an offence. The Bhartiya Nyaya Sanhita
Act streamlines legal procedures, ensuring faster trials and emphasizes on witness protection and evidence collection.

Bhartiya Nagrik Suraksha Sanhita Act, 2023

This act superseded the Code of Criminal Procedure, 1973, and became the main legislation on procedure for administration of
substantive criminal law in India, this act received assent from the president of India on December 25, 2023 and came into effect
from July 01, 2024. The Bhartiya Nagrik Suraksha Sanhita Act, introduces specific timelines for investigation and trial, ensures
timely FIR registration for complaints submitted through electronic communication, mandates forwarding medical examination
reports of rape victims within seven days, and empowers courts to conduct trial in absentia against proclaimed offenders.
Additionally, the Act emphasizes prompt judgment pronouncement and requires audio-video recording of search and seizure during
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investigations. Notably, proceeds of crime can be attached by the court and distributed among victims. The Bhartiya Nagrik Suraksha
Sanhita Act aims to expedite proceedings and enhance transparency in the criminal justice system.

Bhartiya Sakshya Adhiniyam Act, 2023

This act superseded the Indian Evidence Act, 1872, this act modernizes evidence handling within the Indian legal system, addressing
digital evidence and other contemporary issues. This act focuses on procedural aspect of law, governing how rights may be enforced
before a court of law. This act introduces changes related to electronic evidence definitions and admissibility procedures. This act
received presidential assent on December 25, 2023 and came into effect from July 01, 2024, this act has omitted certain terms which
were earlier present in the Indian Evidence Act and the major change was to include electronic evidence as part of the definition of
documentary records and also included the possibility of giving oral evidence electronically.

Arbitration and Conciliation Act, 1996

The Arbitration and Conciliation Act, 1996 is an act to consolidate and amend the law relating to domestic arbitration, international
commercial arbitration and enforcement of foreign arbitral awards as also to define the law relating to conciliation and for matters
connected therewith or incidental thereto. It aims at streamlining the process of arbitration and facilitating conciliation in business
matters. The Act recognizes the autonomy of parties in the conduct of arbitral proceedings by the arbitral tribunal and abolishes the
scope of judicial review of the award and minimizes the supervisory role of Courts. A significant feature of the Act is the
appointment of arbitrators by the Chief Justice of India or Chief Justice of High Court. The Chief Justice may either appoint the
arbitrator himself or nominate a person or Institution to nominate the arbitrator. The autonomy of the arbitral tribunal has further
been strengthened by empowering them to decide on jurisdiction and to consider objections regarding the existence or validity of
the arbitration agreement.

Negotiable Instruments Act, 1881

In India, cheques are governed by the Negotiable Instruments Act, 1881, which is largely a codification of the English Law on the
subject. The Act provides effective legal provision to restrain people from issuing cheques without having sufficient funds in their
account or any stringent provision to punish them in the event of such cheque not being honoured by their bankers and returned
unpaid. Section 138 of the Act creates statutory offence in the matter of dishonour of cheques on the ground of insufficiency of
funds in the account maintained by a person with the banker which is punishable with imprisonment for a term which may extend
to two years, or with fine which may extend to twice the amount of the cheque, or with both.

Indian Stamp Act, 1899

Under the Indian Stamp Act, 1899 (the “Stamp Act”) stamp duty is payable on instruments evidencing a transfer or creation or
extinguishment of any right, title or interest in immovable property. Stamp duty must be paid on all instruments specified under the
Stamp Act at the rates specified in the schedules to the Stamp Act. The applicable rates for stamp duty on instruments chargeable
with duty vary from state to state. Instruments chargeable to duty under the Stamp Act, which are not duly stamped are incapable
of being admitted in court as evidence of the transaction contained therein and it also provides for impounding of instruments that
are not sufficiently stamped or not stamped at all.

Prevention of Money Laundering Act, 2002

Money laundering is the processing of criminal proceeds to disguise its illegal origin. Terrorism, illegal arms sales, financial crimes,
smuggling, and the activities of organized crime, including drug trafficking and prostitution rings, generate huge sums.
Embezzlement, insider trading, bribery and computer fraud also produce large profits and create an incentive to legitimise the ill-
gotten gains through money laundering. When a criminal activity generates substantial profits, the individual or group involved in
such activities route the funds to safe heavens by disguising the sources, changing the form, or moving the funds to a place where
they are less likely to attract attention.

Information Technology Act, 2002 (“Information Technology Act”)

The Information Technology Act seeks to (i) provide legal recognition to transactions carried out by various means of electronic
data interchange involving alternatives to paper-based methods of communication and storage of information; (ii) facilitate
electronic filing of documents; and (iii) create a mechanism for the authentication of electronic documentation through digital
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signatures. The Information Technology Act facilitates electronic commerce by recognizing contracts concluded through electronic
means, protects intermediaries in respect of third-party information liability and creates liability for failure to protect sensitive
personal data. The Information Technology Act empowers the Government of India to formulate rules with respect to reasonable
security practices and procedures and sensitive personal data. In exercise of this power, the Department of Information Technology,
Ministry of Electronics and Information Technology, Government of India (“DoIT”), on April 11, 2011, notified the Information
Technology (Reasonable Security Practices and Procedures and Sensitive Personal Data or Information) Rules, 2011 (“IT Security
Rules”) which prescribe directions for the collection, disclosure, transfer and protection of sensitive personal data by a body
corporate or any person acting on behalf of a body corporate. The IT Security Rules require every such body corporate to provide
a privacy policy for handling and dealing with personal information, including sensitive personal data, ensuring security of all
personal data collected by it and publishing such policy on its website. The IT Security Rules further require that all such personal
data be used solely for the purposes for which it was collected, and any third-party disclosure of such data is made with the prior
consent of the information provider, unless contractually agreed upon between them or where such disclosure is mandated by law.
The DoIT also notified the Information Technology (Intermediaries Guidelines and Digital Media Ethics Code) Rules, 2021 (“IT
Intermediaries Rules”) on February 25, 2021, requiring intermediaries receiving, storing, transmitting, or providing any service
with respect to electronic messages to not knowingly host, publish, transmit, select or modify any information prohibited under the
IT Intermediaries Rules, to disable hosting, publishing, transmission, selection or modification of such information once they
become aware of it, as well as specifying the due diligence to be observed by intermediaries.

Limitation Act, 1963:

The law relating to Law of Limitation to India is the Limitation Act, 1859 and subsequently Limitation Act, 1963 which was enacted
on October 05, 1963, and which came into force from January 01, 1964 for the purpose of consolidating and amending the legal
principles relating to limitation of suits and other legal proceedings. The basic concept of limitation is relating to fixing or
prescribing of the time for barring legal actions. According to Section 2 (j) of the Limitation Act, 1963, ‘period of limitation’ means
the period of limitation prescribed for any suit, appeal or application by the Schedule, and ‘prescribed period’ means the period of
limitation computed in accordance with the provisions of this Act.

Competition Act, 2002

An act 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 agreements and Anti-competitive agreements.
No enterprise or group shall abuse its dominant position in various circumstances as mentioned under the Act. The prima facie duty
of the commission is to eliminate practices having adverse effect on competition, promote and sustain competition, protect interest
of consumer and ensure freedom of trade. The commission shall issue notice to show cause to the parties to combination calling
upon them to respond within 30 days in case it is of the opinion that there has been an appreciable adverse effect on competition in
India. In case a person fails to comply with the directions of the Commission and Director General he shall be punishable with a
fine which may exceed to Rs. 1 Lakh for each day during such failure subject to maximum of Rs. 1 Crore.

The Digital Personal Data Protection Act, 2023 (“DPDP Act”)

The DPDP Act was notified on August 11, 2023 and is yet to come into effect. It replaces the existing data protection provision, as
contained in Section 43A of the IT Act. The DPDP Act shall come into force on such date as the Central Government may, by
notification in the Official Gazette, appoint and different dates may be appointed for different provisions of the DPDP Act. The
DPDP Act seeks to balance the rights of individuals to protect their digital personal data with the need to process personal data for
lawful and other incidental purposes. The DPDP Act provides that personal data may be processed only for a lawful purpose after
obtaining the consent of the individual. A notice must be given before seeking consent, except in case of legitimate uses as provided
under the DPDP Act. It further imposes certain obligations on data fiduciaries including (i) make reasonable efforts to ensure the
accuracy and completeness of data, (ii) build reasonable security safeguards to prevent a data breach, (iii) inform the Data Protection
Board of India (the “DPB”) and affected persons in the event of a breach, and (iv) erase personal data as soon as the purpose has
been met and retention is not necessary for legal purposes (storage limitation). In case of government entities, storage limitation and
the right of the data principal to erasure will not apply. The DPDP Act imposes certain additional obligations on a significant data
fiduciary, such as appointment of a data protection officer, appointment of an independent data auditor and undertaking of other
measures namely, periodic data protection impact assessment, periodic audit and such other measures as may be prescribed under
the DPDP Act. The Central Government will establish the DPB. Key functions of the DPB include: (i) monitoring compliance and
imposing penalties, (ii) directing data fiduciaries to take necessary measures in the event of a data breach, and (iii) hearing grievances
made by affected persons. The DPB members will be appointed for two years and will be eligible for re-appointment. The Central
130
Government will prescribe details such as the number of members of the DPB and the selection process.

OTHER LAWS

Municipality Laws

Pursuant to the Seventy Fourth Amendment Act, 1992, the respective State Legislatures in India have the power to endow the
Municipalities (as defined under Article 243Q of the Constitution of India) with the power to implement schemes and perform
functions in relation to matters listed in the Twelfth Schedule to the Constitution of India which includes regulation of public health.
The respective States of India have enacted laws empowering the Municipalities to regulate public health including the issuance of
a health trade license for operating eating outlets and implementation of regulations relating to such license along with prescribing
penalties for non-compliance.

Approvals from Local Authorities

Setting up of a Factory or Manufacturing/Housing unit/Establishments entails the requisite Planning approvals to be obtained from
the relevant Local Panchayat(s) outside the city limits and appropriate Metropolitan Development Authority within the city limits.
Consents from the state Pollution Control Board(s), the relevant state Electricity Board(s), the State Excise Authorities, Sales Tax,
are required to be obtained before commencing the building of a factory or the start of manufacturing operations.

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 HISTORY AND CERTAIN CORPORATE MATTERS

Brief History of our Company

Our Company was originally incorporated as “Company Limited by Shares” under the name “Nilachal Carbo Metalicks Private
Limited” under the provisions of the Companies Act, 1956 and the Certificate of Incorporation was issued by Registrar of
Companies, Cuttack, on February 13, 2003, vide certificate of incorporation bearing CIN U23101OR2003PTC007061. Pursuant to
a special resolution passed by our Shareholders in the Extra-Ordinary General Meeting held on November 30, 2023, our Company
was converted from a private limited company to public limited company and consequently, the name of our Company was changed
to “Nilachal Carbo Metalicks Limited” and a fresh certificate of incorporation dated February 07, 2024 was issued to our Company
by the Registrar of Companies, Cuttack, The Corporate Identification Number of our Company is U23101OR2003PLC007061.

Address of the Registered Office

Registered Office N/4 – 158 IRC Village, Bhubaneswar-751015, Odisha, India.

Changes in the Registered Office

The following table sets forth the details of change in registered office address of our Company since the date of its
incorporation:

Effective Date From To Reason for Change

Upon Incorporation Plot no. 73 & 74/353 Jaydev Vihar Nayapalli, Bhubaneswar – 751013, Odisha, India
March 27, 2009 Plot no. 73 & 74/353 N/4 – 158 IRC Village, For operational
Jaydev Vihar Nayapalli, Bhubaneswar-751015, convenience
Bhubaneswar – 751013, Odisha, India.
Odisha, India

Main Objects of our Company

The main objects of our Company as contained in our Clause III (A) of Memorandum of Association of our Company are as
follows:

1. “To carry on in India or elsewhere the business of raising, manufacturing, producing, processing, melting, converting,
manipulating, treating and to act as agent, broker, buyer, seller, trader, importer, exporter, distributor, supplier or other wise
to deal in hard coking coal, soft coking coal, steam coal, coal of any other species and low ash metallurgical coke, semi coke,
coke of any other species and local & coke related products.

2. To carry on the business of manufacturing, producing, processing, converting, mixing, treating, melting, handling, buying,
selling, importing, exporting, and to act as agent, broker, trader, distributor, metallurgist, contractor, supplier or otherwise to
deal in ferrous and nonferrous castings in all its branches of minerals, mineral products and metals like Iron, Aluminum,
Brass Copper, and other rallied items and to do such incidental acts and things for the attainment of the above objects.

3. To carry on the business of Builders, Real Estates, Developer, Contractor, Designers, Architect, Constructors & Purchase
and sale of all types of lands, buildings and structures including houses, flats, apartments, offices, go-downs, shops, factories,
sheds, hotels, holiday resorts, shopping cum residential complexes, home appliances, office equipment’s and to develop,
erect, install, alter, improve, renovate, recondition, buy or sale, lease, all such buildings and structures. To carry on business
of all types of civil construction including road, buildings, structures including steels, dams, bridges, canals, embankments,
apartments, towers, railway construction, superstructures, infrastructure and to do all types of earth work, PCC, RCC works
and foundation work.

4. To establish, install, takeover or set up sponge iron plants, Pig Iron Plants, Ferro Alloys plants, integrated steel plants,
composite steel plants/hot rolling steel mills, cold rolling mills, blooms & billet mills, steel furnaces, concasts, rolling mills,
induction furnaces for the manufacturing, producing, converting, extracting, treating or processing of all types, grades and
sizes of sponge iron, ductile iron, pig iron, power generation from the process waste heat stainless steels, special steels, high
speed steels, die-steels, electrical steels forging steels, alloy steels, including director hardening steels, case hardening steels,
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 nitriding steels, ball bearing steels, corrosion resisting steels, heat resisting steel, free cutting steel, spring steel, silico
managanese steels, structural steels, ship building quality steels, Armour steel, magnet steel, hot rolled and cold rolled
grainoriented electrical steels, or any other type of steels present or future and any products, by products, compounds & alloys
thereof and to act as agent, broker, stockiest, trader, buyer, seller importer, exporter, job worker, or otherwise to deal in all
goods, materials or things incidental to the attainment of above objects and to set up power plants based on waste heat, coal,
biomass, taking minerals on lease for iron and coal, all other mines on lease relates to the above said object, etc, and invest
in non-conventional energy sources such as wind power, solar power etc. to consume the same for captive purpose or sell to
the electricity boards or private parties as per rules.

Amendments to the Memorandum of Association

Except as stated below, there has been no change in the Memorandum of Association of our Company since its Incorporation:

Date of Type of Amendments

Meeting Meeting
February EGM Alteration in the Capital Clause in Memorandum of Association pursuant to increase in
20, 2024 Authorised Share Capital from ₹ 23,00,00,000 comprising of 2,30,00,000 Equity Shares of
₹10/- each to ₹ 25,00,00,000 comprising of 2,50,00,000 Equity Shares of ₹10/- each.
November EGM Conversion of our Company from Private Limited to Public Limited Company.
30, 2023 Consequently, name of the Company has been changed from “Nilachal Carbo Metalicks
Private Limited” to “Nilachal Carbo Metalicks Limited”.
March 28, EGM Alteration in the Capital Clause in Memorandum of Association pursuant to increase in
2016 Authorised Share Capital from ₹ 20,00,00,000 comprising of 2,00,00,000 Equity Shares of
₹10/- each.to ₹ 23,00,00,000 comprising of 2,30,00,000 Equity Shares of ₹10/- each.
April 04, EGM Alteration in the Capital Clause in Memorandum of Association pursuant to increase in
2012 Authorised Share Capital from from ₹ 17,00,00,000 comprising of 1,70,00,000 Equity
Shares of ₹10/- each to ₹ 20,00,00,000 comprising of 2,00,00,000 Equity Shares of ₹10/-
each.
December EGM Alteration in the Capital Clause in Memorandum of Association pursuant to existing
18, 2009 10,00,000 Redeemable Preference shares of ₹10/- each of ₹1,00,00,000/- converted into
10,00,000 Equity shares of ₹10/- each and all the shares shall ranking pari-passu with the
existing equity shares of the Company.
October EGM Alteration in the Capital Clause in Memorandum of Association pursuant to increase in
30, 2009 Authorised Share Capital from ₹ 10,00,00,000 comprising of 90,00,000 Equity Shares of
₹10/- each. and 10,00,000 Redeemable Preference Shares of ₹10/- each to ₹ 17,00,00,000
comprising of 1,60,00,000 Equity Shares of ₹10/- each. and 10,00,000 Redeemable
Preference Shares of ₹10/- each
February EGM Alteration of Object Clause in Memorandum of Association pursuant to special resolution
22, 2008 by members on February 22, 2008 i.e.
i. Clause III(A) of the Memorandum of Association of the company be altered by
insertion thereof clause 3 and 4 after existing clause 1 and 2 thereof;
ii. Clause III(B) of the Memorandum of Association of the company be altered by
insertion thereof clause 28, 29 and 30 after existing clause 27 thereof;
iii. Alteration in the Capital Clause in Memorandum of Association pursuant to increase
in Authorised Share Capital from ₹ 1,50,00,000 comprising of 5,00,000 Equity Shares
of ₹10/- each and 10,00,000 Redeemable Preference Shares of ₹10/- each to ₹
10,00,00,000 comprising of 90,00,000 Equity Shares of ₹10/- each. and 10,00,000
Redeemable Preference Shares of ₹10/- each.
March 24, EGM Alteration in the Capital Clause in Memorandum of Association pursuant to increase in
2004 Authorised Share Capital from ₹ 10,00,000 comprising of 1,00,000 Equity Shares of ₹10/-
each. and 10,00,000 Redeemable Preference Shares of ₹10/- each to ₹ 1,50,00,000
comprising of 5,00,000 Equity Shares of ₹10/- each. and 10,00,000 Redeemable Preference
Shares of ₹10/- each.

Major events and milestones of our Company

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 The table below sets forth some of the key events in the history of our Company:

Year Events and Milestones

2003 Incorporation of our Company
2003 Installed the First Battery with annual capacity of 20,000 MTPA
2005 Set up the Second Battery with a capacity of 20,000 MTPA
2011 Set up the Third Battery with a capacity of 20,000 MTPA
2022 Our Company entered into contract manufacturing for our products with Om Avi Carbon Resources Private Limited,
Baramana, Jajpur, Odisha with a capacity of 24,000 MTPA
2022 Our Company has taken on leased basis Second Plant having manufacturing facilities from Srinivasa Coke Private
Limited at Visakhapatnam, Andhra Pradesh with a capacity of 18,000 MTPA

Significant financial and strategic partnerships

As of the date of this Draft Prospectus, our Company does not have any significant financial or strategic partnerships.

Time/cost overrun

There has been no time or cost over-run in respect of our business operations.

Launch of key products or services, entry into new geographies or exit from existing

For details of key services launched by our Company, entry into new geographies or exit from existing markets, see "Our
Business" on page 102.

Defaults or rescheduling / restructuring of borrowings with financial institutions / banks

There have been no instances of rescheduling / restructuring of borrowings with financial institutions / banks inrespect of our
current borrowings from lenders, except as under:

Our Company did one time settlement (OTS) with State Bank of India (SBI) in the year 2018 and the settlement amount was
fully paid. Consequently, the SBI issued no dues certificate dated September 27, 2019 to our Company, stating that the full
amount as per compromise settlement approved on March 13, 2018 has been received from the Company. The personal and
corporate guarantees were also released.

Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation,any revaluation

of assets, etc. in the last ten years

Our Company has not made any material acquisitions or divestments of business / undertakings, mergers,amalgamation,
any revaluation of assets, etc. since its incorporation.

Capacity/facility creation, location of plants

For details in relation to capacity/facility creation, location of plants, see “Our Business” on page 102.

Holding company

As of the date of this Draft Prospectus, our Company has one Holding company namely:

1. Kajal Fashionwear Agency Private Limited:

Corporate Information:

Kajal Fashion Wear Agency Private Limited was incorporated under the Companies Act, 1956 pursuant to certificate of
incorporation dated November 14, 2008 issued by ROC, Kolkata.

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 CIN U74994OR2008PTC015800
PAN AADCK5326M
Registered Office 73 & 74/353, JAYADEV VIHAR, Khordha, BHUBANESWAR, Odisha, India, 751013

Nature of Business:

To carry on the business as Buyers, Sellers, Import, Export, Distribute, Stock or trade, Cloth Food grains, Cotton Cloth, Synthethic
fibre, Silk, Yarn, Wool & Wooden goods, Handicrafts & Silk artificial, Synthetic Readymade Garments, Design Materials, Process,
Printers in all textiles.

Capital Structure

As on the date of this Draft Prospectus, the authorised share capital of the Kajal Fashionwear Agency Private Limited is Rs.60,00,000
divided into 6,00,000 equity shares of ₹10 each. The issued, subscribed and paid-up equity share capital of the Kajal Fashionwear
Agency Private Limited is Rs. 58,00,000 divided into 5,80,000 equity shares of ₹10 each.

Board of Directors:

Following are the Directors of Kajal Fashionwear Agency Private Limited as on the date of this Draft Prospectus:

Sr. no. Name of Directors DIN

1. Geeta Rani Panda 03283801
2. Bibhu Datta Panda 01579026

Shareholding Pattern as on the date of Draft Prospectus is as follow:

The shareholding pattern of Kajal Fashionwear Agency Private Limited as on the date of this Draft Prospectus is mentioned below:

Sr. no. Name No. of Shares Percentage (%)

1. Geeta Rani Panda 361,200 62.28%
2. Bibhu Datta Panda 218,800 37.72%
Total 5,80,000 100.00%

Our Subsidiaries

As of the date of this Draft Prospectus, our Company have one Subsidiary company namely.

1. Nilachal Coffee & Agro Estate Private Limited

Corporate Information:

Nilachal Coffee & Agro Estate Private Limited was incorporated under the Companies Act, 2013 pursuant to certificate of
incorporation dated October 25, 2021 issued by ROC, Cuttack.

CIN U01110OR2021PTC037961
PAN AAHCN8879J
Registered Office 1st Floor, N-4/158 IRC Village, Nayapalli, Khordha, Bhubaneswar 751015, Odisha, India.

Nature of Business:

1. “To cultivate Coffee, Pepper and other produce; to carry on the business of Coffee and Pepper Plants in all its branches; to carry
on the business of cultivators, owners and buyers of every kind of cereal, fruits , vegetables and other produce of tile soil; to
prepare manufacture and render marketable any such produce of the soil; to sell, dispose of and deal in any such produce either
in its prepared, manufactured or raw state and either by wholesale or retail, and to carry on the business of manufacturing, trading,
importing, exporting , wholesaling and retailing, refining, grading, packaging, branding, marketing, selling in Domestic and

135
 International market and to act as broker, agent, franchiser, sales promoter or otherwise to deal in coffee, pepper and the like
products in all or any of their forms.

2. To carry on the business of plantation of all types of trees and plants as a farm forestry or otherwise for commercial, domestic
and other purposes and to carry on the business as agriculturists, horticulturists, nursery owners, forest owners etc. by cultivation
and farming on land and water and to plant, grow, cultivate, produce, develop, purchase, sell, import, export, store and to deal in
all kinds of commercial and non-commercial corps, grains, oil seeds, fruits, vegetables and other agro produce and products, by-
products etc.

3. To do the business and promote the concept of Ecotourism, Agro tourism, Tribal tourism, Adventure tourism and to develop,
Construct, maintain and manage eco resorts, tourist spots and parks and for the purpose to purchase acquire, take or lease or
license any Private or Government projects in related areas including research, training and Consultancy services.”

Capital Structure

As on the date of this Draft Prospectus, the authorised share capital of the Nilachal Coffee & Agro Estate Private Limited is
Rs.1,00,00,000 divided into 10,00,000 equity shares of ₹10 each. The issued, subscribed and paid-up equity share capital of the
Nilachal Coffee & Agro Estate Private Limited is Rs. 94,52,790 divided into 9,45,279 equity shares of ₹10 each.

Board of Directors

Following are the Directors of Nilachal Coffee & Agro Estate Private Limited as on the date of this Draft Prospectus:

Sr. no. Name of Directors DIN

1. Geeta Rani Panda 03283801
2. Bibhu Datta Panda 01579026
3. Rabi Narayan Sahu 09421848
4. Rishiraj Panda 08681002

Shareholding Pattern as on the date of Draft Prospectus is as follow:

The shareholding pattern of Nilachal Coffee & Agro Estate Private Limited as on the date of this Draft Prospectus is mentioned
below:

Sr. No. Name No. of Shares Percentage (%)

1. Nilachal Carbo Metalicks Limited 9,45,278 99.99%
2. Rishiraj Panda 1 0.01%
Total 9,45,279 100%

Joint Venture of our Company

As on the date of this Draft Prospectus, our Company does not have any Joint Ventures.

Non-Compete Agreement

As on the date of this Draft Prospectus, our Company has not entered into any Non-Compete Agreement.

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 OUR MANAGEMENT

In accordance with our Articles of Association, unless otherwise determined in a general meeting of the Company and subject to
the provisions of the Companies Act, 2013 and other applicable rules, the number of Directors of the Company y shall not be less
than 3 and not more than 15. Our Company currently has 6 (Six) directors on our Board, out of which 2 (Two) are Executive
Directors, 1 (One) is Non-Executive Director and 3 (Three) are Independent Directors.

The present composition of our Board and its committees is in accordance with the corporate governance requirements provided
under the Companies Act and the SEBI Listing Regulations.

1. Mr. Bibhu Datta Panda - Managing Director

2. Ms. Geeta Rani Panda - Non-Executive Director
3. Mr. Rishiraj Panda - Whole-time Director
4. Mr. Lala Tarun Prakash Narayan - Independent Director
5. Mr. Jyotiranjan Rath - Independent Director
6. Mr. Amitesh Sinha - Independent Director

The Following table sets forth details regarding the Board of Directors as on the date of this Draft Prospectus: -

Mr. Bibhu Datta Panda

Father’s Name Mr. Narayan Chandra Panda
DIN 01579026
Date of Birth February 04, 1964
Age 60 Years
Designation Managing Director
Status Executive
Qualification B, Com
No. of Years of Experience More than three decades in the field of Coking coal and LAM coke trading and
manufacturing.
Address Plot-73/353 Jaydev Vihar, Near Bishnupriya Apartment, Regional Research Laboratory,
Khordha 751013, Odisha, India.
Occupation Business
Nationality Indian
Date of Appointment He is Promoter and Director of our Company since incorporation i.e., February 13, 2003.
Thereafter, Pursuant to approval of Board of Directors in the Board Meeting held on April
1, 2011, he was appointed as a Managing Director of the Company. Further, pursuant to the
approval of members in the Annual General Meeting held on August 10, 2024, he was re-
appointed as a Managing director of the Company for a period of Five years with effect
from July 05, 2024.
Term of Appointment and Currently he holds office for the period of 5 years w.e.f. July 05, 2024.
date of expiration of current
term of office
Other Directorships 1. Nilachal Coffee & Agro Estate Private Limited
2. Kajal Fashionwear Agency Private Limited
3. Nilachal Exim LLP

Ms. Geeta Rani Panda

Father’s Name Mr. Niranjanchandra Panda
DIN 03283801
Date of Birth August 08, 1938
Age 85 years
Designation Non-Executive Director
Status Non-Executive

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Qualification H.S.C
No. of Years of Experience She is having more than 13 years of experience in handling Human Resource and Admin
operations of our Company.
Address Plot-74/353 Jaydev Vihar, Near Bishnupriya Apartment, Regional Research Laboratory,
Khordha 751013, Odisha, India.
Occupation Business
Nationality Indian
Date of Appointment She was appointed as Executive Director of the Company on June 6, 2011 and was re-
designated as a Non-Executive Director with effect from August 10, 2024
Term of Appointment and Re-designated as Non-Executive Director w.e.f. August 10, 2024.
date of expiration of current
term of office
Other Directorships 1. Nilachal Coffee & Agro Estate Private Limited
2. Kajal Fashionwear Agency Private Limited
3. Nilachal Exim LLP

Mr. Rishiraj Panda

Father’s Name Mr. Bibhu Datta Panda
DIN 08681002
Date of Birth April 21, 1997
Age 27 Years
Designation Whole-time Director
Status Executive
Qualification B. Tech in Mechanical Engineering
No. of Years of Experience He is having more than 4 years of experience in Business Operations of our company.
Address Plot-74/353 Jaydev Vihar, Near Bishnupriya Apartment, Regional Research Laboratory,
Khordha 751013, Odisha, India.
Occupation Business
Nationality Indian
Date of Appointment He was appointed as Additional Executive Director of the Company on November 22, 2023.
Further, he was re-designated as a Whole-time director of the Company for a period of Five
years with effect from July 5, 2024 and the approval of members in the Annual General
Meeting held on August 10, 2024.
Term of Appointment and Currently he holds office for the period of 5 years w.e.f. July 5, 2024.
date of expiration of current
term of office.
Other Directorships Nilachal Coffee & Agro Estate Private Limited

Mr. Lala Tarun Prakash Narayan

Father’s Name Mr. Lala Jai Prakash Narayan
DIN 10397955
Date of Birth August 15, 1953
Age 71 Years
Designation Independent Director
Status Non-Executive
Qualification B. Sc. Mechanical Engineering from Ranchi University
No. of Years of Experience He is having more than 44 years of experience in the field of Integrated Steel Industry.
Address Plot no. 10-4D/907, CDA, Sector-10, Cuttack Sadar, Avinab Bidanasi, Cuttack 753014,
Odisha, India.
Occupation Business
Nationality Indian
Date of Appointment He was appointed as Additional Independent Director of the company on May 29, 2024.
Subsequently, Pursuant to the approval of Members in Annual General Meeting held on

138
 September August 10, 2024, he was appointed as Independent Director of the Company for
the period of Five years w.e.f. May 29, 2024.
Term of Appointment and Currently he holds office for the period of 5 years w.e.f. May 29, 2024.
date of expiration of current
term of office
Other Directorships 1. JMR Foundation
2. Swadha Consultants Private Limited

Mr. Jyotiranjan Rath

Father’s Name Mr. Krushna Chandra Rath
DIN 10221585
Date of Birth June 19, 1962
Age 62 Years
Designation Independent Director
Status Non-Executive
Qualification BA Honours in Economics from Berhampur University, Executive Post Graduate Diploma
in Management from IIM, Indore Society, Associate Certification of Indian Institute of
Bankers
No. of Years of Experience He is having more than 35 years of Experience in the field of Commercial Banking.
Address House no. 147, Pristine Green, Pokhariput, Aerodrome Area, Bhubaneswar, Odisha 751020
Occupation Business
Nationality Indian
Date of Appointment He was appointed as Additional Independent Director of the company on February 27, 2024.
Subsequently, Pursuant to the approval of Members in Annual General Meeting held on
September August 10, 2024, he was appointed as Independent Director of the Company for
the period of Five years w.e.f. February 27, 2024.
Term of Appointment and Currently he holds office for the period of 5 years w.e.f. February 27, 2024.
date of expiration of current
term of office.
Other Directorships Renaissance Resolutions Private Limited

Mr. Amitesh Sinha

Father’s Name Mr. Rameshwar Prasad Sinha
DIN 10421163
Date of Birth March 24, 1969
Age 55 Years
Designation Independent Director
Status Non-Executive
Qualification B. Sc (Metallurigical Engineering) form Bihar Institute of Technology
No. of Years of Experience He is having more than 23 years of experience in the field of Project, Engineering,
Operations and Process control of Steel Making Plant and Continuous Casting.
Address Lotus Apartment, B-301, Bariatu Road, Near Army School, Bariatu, Ranchi 834009,
Jharkhand, India
Occupation Business
Nationality Indian
Date of Appointment He was appointed as Additional Independent Director of the company on January 9, 2024.
Subsequently, Pursuant to the approval of Members in Annual General Meeting held on
September August 10, 2024, he was appointed as Independent Director of the Company for
the period of Five years w.e.f. January 9, 2024.
Term of Appointment and Currently he holds office for the period of 5 years w.e.f. January 9, 2024.
date of expiration of current
term of office.

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 Other Directorships NA

As on the date of the Draft Prospectus

A. None of the above-mentioned Directors are on the RBI List of wilful defaulters or Fraudulent Borrowers.
B. None of the Promoters, persons forming part of our Promoter Group, our directors or persons in control of our
Company or our Company are debarred from accessing the capital market by SEBI.
C. None of the Promoters, Directors or persons in control of our Company, has been or is involved as a promoter, directoror
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.
D. None of our Directors are/were director of any company whose shares were delisted from any stock exchange(s) up to the
date of filling of this Draft Prospectus.
E. None of Promoters or Directors of our Company are a fugitive economic offender.
F. None of our Directors are/were director of any company whose shares were suspended from 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 years.
G. 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.

RELATIONSHIP BETWEEN THE DIRECTOR

There is no relationship between any of the Directors of our Company as per section 2(77) of the Companies Act, 2013. except
the following relationship.

Name of Director Designation Relation

Mr. Bibhu Datta Panda Managing Director He is Son of Ms. Geeta Rani Panda and
Father of Mr. Rishiraj Panda.
Ms. Geeta Rani Panda Non-Executive Director She is Mother of Mr. Bibhu Datta Panda
and Grandmother of Mr. Rishiraj Panda.
Mr. Rishiraj Panda Whole-time Director He is Son of Mr. Bibhu Datta Panda and
Grandson of Ms. Geeta Rani Panda.

ARRANGEMENT AND UNDERSTANDING WITH MAJOR SHAREHOLDERS, CUSTOMERS, SUPPLIERS

AND OTHERS

There is no arrangement or understanding with major shareholders, customers, suppliers or others, pursuant to which anyof the
above-mentioned Directors was selected as director or member of senior management.

SERVICE CONTRACTS

Except as disclosed, none of our directors have entered into any service contracts with our Company and no benefits are granted
upon their termination from employment other than the statutory benefits provided by our Company. However, Executive
Directors of our Company are appointed for specific terms and conditions for which formal agreements are executed:

• Our Managing Director Mr. Bibhu Datta Panda has entered into service agreement with our company for a tenure of 5
Years w.e.f. July 05, 2024.

• Our Whole-time Director Mr. Rishiraj Panda has entered into service agreement with our company for a tenure of 5 Years
w.e.f. July 05, 2024.

Except statutory benefits upon termination of their employment in our Company or retirement, no officer of our Company,
including the directors and key Managerial personnel, are entitled to any benefits upon termination of employment.

BORROWING POWERS OF THE BOARD OF DIRECTORS

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Pursuant to a special resolution passed at an Annual General Meeting of our Company held on August 10, 2024 and pursuant
to provisions of Section 180(1)(c) and other applicable provisions, if any, of the Companies Act, 2013 and rules made
thereunder, the Board of Directors of the Company be and are hereby authorized to borrow monies from time to time, any sum
or sums of money on such security and on such terms and conditions as the Board may deem fit, notwithstanding that the money
to be borrowed together with the money already borrowed by our Company may exceed in the aggregate, its paid up capital
and free reserves and security premium (apart from temporary loans obtained / to be obtained from bankers in the ordinary
course of business), provided that the outstanding principal amount of such borrowing at any point of time shall not exceed in
the aggregate of ₹ 100/- Crores (Rupees Hundred only).

BRIEF PROFILE OF OUR DIRECTORS

Mr. Bibhu Datta Panda

Mr. Bibhu Datta Panda aged 60 years is Promoter of the company as well as Managing Director of the Company. He holds
Bachelor of Commerce from Sri Sathya Sai Institute of Higher Learning. He is having experience of more than three decades in
the field of Coking coal and LAM coke trading and manufacturing. He is Promoter of our Company and was appointed as a
Director of our Company since incorporation i.e., February 13, 2003. Thereafter, Pursuant to approval of Board of Director in
the Board Meeting held on April 1, 2011, he was appointed as a Managing Director of the Company. Further, pursuant to the
approval of members in the Annual General Meeting held on August 10, 2024, he was re-appointed as a Managing director of
the Company for a period of Five years with effect from July 05, 2024. He is associated with Nilachal Coffee & Agro Estate
Private Limited in a capacity of Director, Kajal Fashionwear Agency Private Limited in a capacity of Director and in Nilachal
Exim LLP in a capacity of a Designated Partner.

Ms. Geeta Rani Panda

Ms. Geeta Rani Panda aged 85 years is Executive Director of the Company. She passed Higher Secretary Certificate from
Barabati Girls High School, Baleswar. She is having more than 13 years of experience in handling Human Resource and Admin
operations of our company. She was appointed as Executive Director of the Company on June 06, 2011. Further she was Re-
designated as Non-Executive Director w.e.f. August 10, 2024. She is associated with Nilachal Coffee & Agro Estate Private
Limited in a capacity of Director, Kajal Fashionwear Agency Private Limited in a capacity of Director and in Nilachal Exim
LLP in a capacity of a Designated Partner.

Mr. Rishiraj Panda

Mr. Rishiraj Panda aged 27 years is Director of the Company. He holds degree of B. Tech in Mechanical Engineering from
Vellore Institute of Technology. He is having more than 4 years of experience in Business Operations of our company. He was
appointed as Additional Executive Director of the company on November 22, 2023. Further, pursuant to the approval of members
in the Annual General Meeting held on August 10, 2024, He was re-appointed as a Whole-time director of the Company for a
period of Five years with effect from July 05, 2024. He is also associated with Nilachal Coffee & Agro Estate Private Limited
in a capacity of Director.

Mr. Lala Tarun Prakash Narayan

Mr. Lala Tarun Prakash Narayan aged 71 years is Independent Director of the Company, He Holds Degree of B. Sc. Mechanical
Engineering from Ranchi University. He is having more than 44 years of experience in the field of Integrated Steel Industry.
He was appointed as Additional Independent Director of the company on May 29, 2024. Subsequently, Pursuant to the approval
of Members in Annual General Meeting held on August 10, 2024, he was appointed as Independent Director of the Company
for the period of Five years w.e.f. May 29, 2024. He is also associated with Swadha Consultants Private Limited and JMR
Foundation in a capacity of Director.

Mr. Jyotiranjan Rath

Mr. Jyotiranjan Rath aged 62 years is Independent Director of the Company, He Holds Degree of B.A. Honours in Economics
from Berhampur University, Executive Post Graduate Diploma in Management from IIM, Indore Society, Associate
Certification of Indian Institute of Bankers. He is having more than 35 years of Experience in the field of Commercial Banking.
He was appointed as Additional Independent Director of the company on February 27, 2024. Subsequently, Pursuant to the
141
approval of Members in Annual General Meeting held on August 10, 2024, he was appointed as Independent Director of the
Company for the period of Five years w.e.f. February 27, 2024. He is also associated with Renaissance Resolutions Private
Limited in a capacity of Director.

Mr. Amitesh Sinha

Mr. Amitesh Sinha aged 51 years is Independent Director of the Company, He Holds B. Sc (Metallurigical Engineering) form
Bihar Institute of Technology. He is having more than 23 years of experience in the field of Project, Engineering, Operations
and Process control of Steel Making Plant and Continuous Casting. He was appointed as Additional Independent Director of
the company on January 9, 2024. Subsequently, Pursuant to the approval of Members in Annual General Meeting held on
August 10, 2024, he was appointed as Independent Director of the Company for the period of Five years w.e.f. January 9,
2024.

COMPENSATION AND BENEFITS TO THE MANAGING DIRECTOR AND WHOLE-TIME DIRECTOR

Name Mr. Bibhu Datta Panda Mr. Rishiraj Panda

Designation Managing Director Whole-time Director
He is Promoter and Director of our Company He was appointed as Additional Executive
since incorporation i.e., February 13, 2003. Director of the Company on November 22,
Date of Thereafter, Pursuant to approval of Board of 2023. Further, he was re-designated as a
Appointment/ Director in the Board Meeting held on April Whole-time director of the Company for a
Change in 1, 2011, he was appointed as a Managing period of Five years with effect from July 5,
Designation Director of the Company. Further, pursuant to 2024 and the approval of members in the
the approval of members in the Annual Annual General Meeting held on August 10,
General Meeting held on August 10, 2024, he 2024.
was re-appointed as a Managing director of
the Company for a period of Five years with
effect from July 05, 2024.
Period Five Years with effect from July 05, 2024 Five Years with effect from July 05, 2024
Salary Rs. 400,000 per month Rs. 300,000 per month
Bonus - -
Perquisite/Benefits i. Medical reimbursement / allowance: i. Medical reimbursement / allowance: As
As per the rules of the Company. per the rules of the Company.
ii. Club Fees: Fees of maximum two clubs ii. Club Fees: Fees of maximum two clubs
excluding admission and life excluding admission and life membership
membership fees. fees.
iii. Personal Accident Insurance: iii. Personal Accident Insurance:
Reimbursement as the per rules of the Reimbursement as the per rules of the
Company. Company.
iv. Annual Leave: 30 days annual leave iv. Annual Leave: 30 days annual leave with
with pay for every completed service of pay for every completed service of Eleven
Eleven months months
v. Leave travel concession/ allowance: As v. Leave travel concession/ allowance: As
per the rules of the Company. per the rules of the Company.
vi. Perquisites as per the Section IV of the vi. Perquisites as per the Section IV of the
Schedule V of the Act as provided Schedule V of the Act as provided below:
below: contribution to provident fund, contribution to provident fund,
superannuation fund or annuity fund to superannuation fund or annuity fund to the
the extent these either singly or put extent these either singly or put together are
together are not taxable under be income- not taxable under be income-tax Act,
tax Act, 1961); gratuity payable at a rate 1961); gratuity payable at a rate not
not exceeding half a month's salary for exceeding half a month's salary for each
each completed year of service. completed year of service.
vii. Other Perquisites if any including Credit vii. Other Perquisites if any including Credit
Card Expenses shall not be exceeded Rs. Card Expenses shall not be exceeded Rs.
2,00,000/- per months 1,00,000/- per months
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 Commission: - -
Compensation/ Rs. 33.72 Lakh per annum Rs. 52.50 Lakh per annum
remuneration paid
during last FY (i.e. the
F.Y. 2023-24)

SITTING FEES PAYABLE TO NON-EXECUTIVE DIRECTORS

Till date, our Company has not paid any sitting fees to any of the Non-Executive Directors for attending any of the Board or
Committee Meetings. Further, The Board of Directors in its meeting held on July 05, 2024 approved sitting fees of Rs. 15,000/- to
Non-Executive Directors for attending any of the Board or Committee Meetings. Further, our Non-executive Directors may be
paid commission and reimbursement of expenses as permitted under the Companies Act and the SEBI Listing Regulations.

BONUS OR PROFIT-SHARING PLAN FOR THE DIRECTORS

Our Company does not have any performance linked bonus or profit-sharing plan for our directors.

CONTINGENT AND/OR DEFERRED COMPENSATION PAYABLE TO OUR DIRECTOR, WHOLE-TIME

DIRECTOR, MANAGING DIRECTORS

There are no contingent or deferred compensation payable to our Managing Directors and Executive Director which does not
form part of his remuneration.

SHAREHOLDING OF DIRECTORS

The shareholding of our directors as on the date of this Draft Prospectus is as follows:

Sr. No. Name of Directors No. Equity Shares held Category/ Status
1. Mr. Bibhu Datta Panda 70,69,440 Managing Director
2. Mr. Rishiraj Panda 10 Whole-time Director

INTEREST OF DIRECTORS

All the non-executive directors of the company may be deemed to be interested to the extent of fees, payable to them for
attending meetings of the Board or Committee if any as well as to the extent of other remuneration and/or reimbursement of
expenses payable to them as per the applicable laws.

The directors may be regarded as interested in the shares and dividend payable thereon, if any, held by or that may be subscribed
by and allotted/transferred to them or the companies, firms and trust, in which they are interested as directors, members, partners
and or trustees. All directors may be deemed to be interested in the contracts, agreements/arrangements to be entered into by the
issuer company with any company in which they hold directorships or any partnership or proprietorship firm in which they are
partners or proprietors as declared in their respective declarations.

Executive Director is interested to the extent of remuneration paid to them for services rendered to the company and also
payment of interest on unsecured loan.

None of our Directors have availed any loan from our Company.

Our directors do not have any interest in any property acquired or proposed to be acquired of or by our Company.

Further, our directors do not have any interest in any transaction by our Company for acquisition of land, construction of
building.

Our directors are not interested in the appointment of Underwriters, Registrar and Bankers to the Offer or any such
intermediaries registered with SEBI pursuant to this Offer.
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No sum has been paid or agreed to be paid to our directors or to firms or companies in which they may be members, in cash or
shares or otherwise by any person either to induce him/ her to become, or to qualify him/ her as a director, or otherwise for
services rendered by him/ her or by such firm or company, in connection with the promotion or formation of our Company.

Except as stated under “Related Parties Financial Transactions” under Chapter titled “Restated Financial Statement”
beginning on page 164 of the Draft Prospectus, our company has not entered into any contracts, agreements or arrangements
during the preceding two years from the date of the Draft Prospectus in which our directors are interested.

CHANGES IN THE BOARD OF DIRECTORS DURING THE LAST THREE YEARS

Name of Director Date ofEvent Nature of Reason for the changes in the board
Event
Mr. Rishiraj Panda August 30, 2022 Cessation He Resigned as Executive Director of the Company
on August 30, 2022
Mr. Rishiraj Panda November 22, 2023 Appointment He was appointed as Additional Executive Director
of the Company on November 22, 2023
Mr. Lala Tarun Prakash May 29, 2024 Appointment He was appointed as Additional Independent
Narayan Director of the Company on May 29, 2024
Mr. Jyotirajan Rath February 27, 2024 Appointment He was appointed as Additional Independent
Director of the Company on February 27, 2024.
Mr. Amitesh Sinha January 09, 2024 Appointment He was appointed as Additional Independent
Director of the Company on January 09, 2024.
Mr. Bibhu Datta Panda July 05, 2024 Change in He was re-appointed as Managing Director of the
designation Company for a period of Five years, w.e.f. July 5,
2024
Change in She was re-appointed as a Non-Executive Director
Ms. Geeta Rani Panda August 10, 2024
designation of the Company with effect from August 10, 2024.
Change in He was re-appointed as the Whole Time Director
Mr. Rishiraj Panda August 10, 2024
designation for a period of three years w.e.f. July 05, 2024.
He was regularized as an Independent Director of
Mr. Lala Tarun Prakash Change in
August 10, 2024 our company. for the period of 5 (Five) years w.e.f.
Narayan designation
May 29, 2024.
He was regularised as an Independent Director of
Change in
Mr. Jyotirajan Rath August 10, 2024 our company. for the period of 5 (Five) years w.e.f.
designation
February 27, 2024.
He was regularised as an Independent Director of
Change in
Mr. Amitesh Sinha August 10, 2024 our company. for the period of 5 (Five) years w.e.f.
designation
January 09, 2024.

CORPORATE GOVERNANCE

In additions to the applicable provisions of the Companies Act, 2013 with respect to the Corporate Governance, provisionsof the
SEBI Listing Regulations will be applicable to our company immediately up on the listing of Equity Shares on the Stock
Exchange.

As on date of this Draft Prospectus , as our Company is coming with an offer in terms of Chapter IX of the SEBI (ICDR)
Regulations, 2018, the requirements specified in regulations 17, 18, 19, 20, 21, 22, 23, 24, 25, 26, 27 and clauses (b) to (i)of
sub-regulation (2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations and Disclosures
Requirement) Regulations, 2015 are not applicable to our Company, although we require to comply with requirement of the
Companies Act, 2013 wherever applicable. In spite of certain regulations and schedules of SEBI (Listing Obligations and
Disclosures Requirement) Regulations, 2015 is not applicable to our Company, our Company endeavours to comply with the
good Corporate Governance and accordingly certain exempted regulations have been compiled by our Company.

Our Company has complied with the corporate governance requirement, particularly in relation to appointment of independent
directors including woman director on our Board, constitution of an Audit Committee, Stakeholders Relationship Committee
144
and Nomination and Remuneration Committee, Corporate Social Responsibility Committee. Our Board functions either on its
own or through committees constituted thereof, to oversee specific operational areas.

Composition of Board of Directors

Currently our Board is consisting of 6 (Six) directors on our Board, out of which 2 (Two) are Executive Directors, 1 (One) Non-
Executive Director and 3 (Three) are Independent Directors.

Composition of Board of Directors is set forth in the below mentioned table:

Sr. Name of Directors Designation Status DIN

No.
1. Mr. Bibhu Datta Panda Managing Director Executive 01579026
2. Ms. Geeta Rani Panda Non-Executive and Non- Non-Executive 03283801
Independent Director
3. Mr. Rishiraj Panda Whole-time Director Executive 08681002
4. Mr. Lala Tarun Prakash Narayan Independent Director Non-Executive 10397955
5. Mr. Jyotirajan Rath Independent Director Non-Executive 10221585
6. Mr. Amitesh Sinha Independent Director Non-Executive 10421163

Constitution of Committees

Our Company has constituted the following Committees of the Board;

1. Audit Committee
2. Stakeholders Relationship Committee
3. Nomination and Remuneration Committee
4. Corporate Social Responsibility Committee

Details of composition, terms of reference etc. of each of the above committees are provided hereunder:

1. Audit Committee:

The Board of Directors of our Company has, in pursuance provisions of Section 177 of the Companies Act, 2013, or any
subsequent modification(s) or amendment(s) thereof in its Meeting held on July 05, 2024 constituted Audit Committee.
The constitution of the Audit Committee is as follows:

Name of the Directors Designation Nature of Directorship

Mr. Jyoti Ranjan Rath Chairman Independent Director
Mr. Lala Tarun Prakash Narayan Member Independent Director
Mr. Bibhu Datta Panda Member Managing Director

A. Our Company Secretary and Compliance officer will act as the secretary of the Committee.

B. Tenure of the Committee: The Audit Committee shall continue to be in function as a committee of the Board until
otherwise resolved by the Board, to carry out the functions of the Audit Committee as approved by the Board.

C. Meetings of the Committee: The committee shall meet at least four times in a year and not more than one hundred and
twenty day shall elapse between any two meetings. The quorum for the meeting shall be either two members or one third of
the members of the committee, whichever is higher but there shall be presence of minimum two Independent members at
each meeting. The Chairman of the Audit Committee shall attend the Annual General Meeting of our Company to answer
shareholder queries.

D. Power of the Committee:

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The Audit Committee shall have powers, including the following:

a) to investigate any activity within its terms of reference;

b) to seek information from any employee;
c) to obtain outside legal or other professional advice;
d) to secure attendance of outsiders with relevant expertise, if it considers necessary as may be prescribed under the
Companies Act, 2013 (together with the rules thereunder) and SEBI Listing Regulations; and
e) To have full access to information contained in records of Company.
f) such other powers as may be prescribed under the Companies Act and SEBI Listing Regulations.

E. Role of the Committee:

The Role of Audit Committee together with its powers as per Part C of Schedule II of SEBI Listing Regulation and
Companies Act, 2013 shall be as under:

The role of the Audit Committee shall include the following:

1. Overseeing the Company’s financial reporting process and disclosure of its financial information to ensure that its financial
statements are correct, sufficient and credible;
2. Recommending to the Board for the appointment, re-appointment, replacement, remuneration and terms of appointment
of the statutory auditors of the Company;
3. Approving payments to the statutory auditors for any other services rendered by the statutory auditors;
4. Reviewing, with the management, the annual financial statements and auditor’s report thereon before submission to the
Board for approval, with particular reference to:

a. Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s report in
terms of clause (c) of sub-section 3 of Section 134 of the Companies Act;
b. Changes, if any, in accounting policies and practices and reasons for the same;
c. Major accounting entries involving estimates based on the exercise of judgment by management;
d. Significant adjustments made in the financial statements arising out of audit findings;
e. Compliance with listing and other legal requirements relating to financial statements;
f. Disclosure of any related party transactions; and
g. Qualifications and modified opinions in the draft audit report.

5. Reviewing, with the management, half-yearly and annual financial statements before submission to the Board for approval;
6. Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights
issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/
prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or
rights issue, and making appropriate recommendations to the Board to take up steps in this matter. This also includes
monitoring the use/application of the funds raised through the proposed initial public offer by the Company;
7. Reviewing and monitoring the statutory auditor’s independence and performance, and effectiveness of audit process;
8. Approval or any subsequent modifications of transactions of the Company with related parties and omnibus approval for
related party transactions proposed to be entered into by the Company subject to such conditions as may be prescribed;
9. Scrutiny of inter-corporate loans and investments;
10. Valuation of undertakings or assets of the Company, wherever it is necessary;
11. Evaluation of internal financial controls and risk management systems;
12. Reviewing, with the management, the performance of statutory and internal auditors, and adequacy of the internal control
systems;
13. Reviewing the adequacy of internal audit function if any, including the structure of the internal audit department, staffing
and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
14. Discussing with internal auditors on any significant findings and follow up thereon;
15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud
or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
16. Discussing with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;
17. Looking into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case
146
 of non-payment of declared dividends) and creditors;
18. Reviewing the functioning of the whistle blower mechanism;
19. Approving the appointment of the chief financial officer or any other person heading the finance function or discharging
that function after assessing the qualifications, experience and background, etc. of the candidate;
20. Carrying out any other function as is mentioned in the terms of reference of the audit committee.
21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in any subsidiary including
existing loans / advances / investments;
22. Considering and commenting on the rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the Company and its shareholders;
23. Such roles as may be delegated by the Board and/or prescribed under the Companies Act, 2013 and SEBI Listing
Regulations or other applicable law.

Further, the Audit Committee shall mandatorily review the following:

1) management discussion and analysis of financial condition and results of operations;

2) statement of significant related party transactions (as defined by the audit committee), submitted by management;
3) management letters / letters of internal control weaknesses issued by the statutory auditors;
4) internal audit reports relating to internal control weaknesses;
5) the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit
committee; and
6) statement of deviations:
a. 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 the SEBI ICDR Regulations;
b. Annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in
terms of Regulation 32(7) of the SEBI ICDR Regulations.

Quorum and Meetings

The audit committee shall meet as often as necessary subject to minimum 4 times in financial years. The quorum of the meeting
of the Audit Committee shall be one third of total members of the Audit Committee or 2, whichever is higher, subject to
minimum two Independent Director shall present at the Meeting.

2. Stakeholders Relationship Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any
subsequent modification(s) or amendment(s) thereof in its Meeting held on July 05, 2024 constituted Stakeholders
Relationship Committee.

The constitution of the Stakeholders Relationship Committee is as follows:

Name of the Directors Designation Nature of Directorship

Mr. Jyoti Ranjan Rath Chairman Independent Director
Mr. Lala Tarun Prakash Narayan Member Independent Director
Mr. Bibhu Datta Panda Member Managing Director

A. Tenure of the committee:

The Stakeholders Relationship Committee shall continue to be in function as a committee of the Board until otherwise
resolved by the Board, to carry out the functions of the Stakeholders Relationship Committee as approved by the Board.

B. Meetings of the committee:

The Stakeholder Relationship Committee shall meet at least once in a year. The quorum for the meeting shall be one third
of the total strength of the committee or two members, whichever is higher.

C. Scope and terms of reference:

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 The terms of reference of the Stakeholders Relationship Committee as per Regulation 20 and Part D of Schedule II of SEBI
Listing Regulations, 2015 and Companies Act, 2013 shall be as under:

1. To consider and resolve grievances of security holders of the Company, including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings, etc.;
2. To review of measures taken for effective exercise of voting rights by shareholders;
3. To review of adherence to the service standards adopted by the Company in respect of various services being
rendered by the Registrar and Share Transfer Agent;
4. to review various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends
and ensuring timely receipt of dividend warrants/annual reports/ statutory notices by the shareholders of the
Company;
5. Such other functions / roles as may be delegated to the Committee by the Board and/or as may be required under
applicable laws.

3. Nomination and Remuneration Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013, or any
subsequent modification(s) or amendment(s) thereof in its Meeting held on July 05, 2024 re-constituted Nomination and
Remuneration Committee.

The Re-constitution of the Nomination and Remuneration Committee is as follows:

Name of the Directors Designation Nature of Directorship

Mr. Jyoti Ranjan Rath Chairman Independent Director
Mr. Lala Tarun Prakash Narayan Member Independent Director
Mr. Amitesh Sinha Member Independent Director

A. Tenure: The Nomination and Remuneration Committee shall continue to be in function as a committee of the Board until
otherwise resolved by the Board.

B. Meetings of the committee: The committee shall meet as and when the need arises, subject to at least once in a year. The
quorum for a meeting of the Nomination and Remuneration Committee shall be either two members or one third of the
members of the committee, whichever is greater, including at least one independent director in attendance.
The Chairperson of the nomination and remuneration committee may be present at the annual general meeting, to answer
the shareholders' queries; however, it shall be up to the chairperson to decide who shall answer the queries.

C. Scope and Terms of reference: The terms of reference of the Nomination and Remuneration Committee as per Regulation
19 and Part D of Schedule II of SEBI Listing Regulations and Companies Act, 2013 shall be as under:

1. formulating the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the Board a policy relating to the remuneration of the directors, key managerial personnel and
other employees;
2. For the appointment of an independent director, the committee shall evaluate the balance of skills, knowledge
and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities
required of an independent director. The person recommended to the board of directors of the Company for
appointment as an independent director shall have the capabilities identified in such description. For the purpose
of identifying suitable candidates, the Committee may:
a. use the services of external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates.
3. formulation of criteria for evaluation of the performance of independent directors and the Board;
4. Specify the manner for effective evaluation of performance of Board, its committees and individual directors to
be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent
external agency and review its implementation and compliance.
148
 5. devising a policy on diversity of our Board;
6. identifying persons, who are qualified to become directors or who may be appointed in senior management in
accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying
out evaluation of every director’s performance;
7. determining whether to extend or continue the term of appointment of the independent director, on the basis of
the report of performance evaluation of independent directors;
8. recommending remuneration of executive directors and any increase therein from time to time within the limit
approved by the members of our Company;
9. recommending remuneration to non-executive directors in the form of sitting fees for attending meetings of the
Board and its committees, remuneration for other services, commission on profits;
10. recommending to the Board, all remuneration, in whatever form, payable to senior management;
11. performing such functions as are required to be performed by the compensation committee under the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended;
12. engaging the services of any consultant/professional or other agency for the purpose of recommending
compensation structure/policy;
13. analyzing, monitoring and reviewing various human resource and compensation matters;
14. reviewing and approving compensation strategy from time to time in the context of the then current Indian market
in accordance with applicable laws;
15. framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws
in India or overseas, including:
i. The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; or
j. The SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market)
Regulations, 2003, as amended; and
16. Performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing
Regulations, Companies Act, each as amended or other applicable law.

4. Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was constituted pursuant to a meeting of our Board held July 05, 2024.
The CSR Committee currently consists of:

Name of the Directors Designation Nature of Directorship

Mr. Lala Tarun Prakash Narayan Chairman Independent Director
Mr. Jyoti Ranjan Rath Member Independent Director
Mr. Bibhu Dattta Panda Member Managing Director

Set forth are the scope and function of the Corporate Social Responsibility Committee, in accordance with Section 135 of the
Companies Act, 2013:

1) formulate and recommend to the Board, a - Corporate Social Responsibility Policy which shall indicate the activities to
be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and the rules made
thereunder, as amended, monitor the implementation of the same from time to time, and make any revisions therein as
and when decided by the Board;
2) identify corporate social responsibility policy partners and corporate social responsibility policy programmes;
3) review and recommend the amount of expenditure to be incurred on the activities referred to in clause (a) and the
distribution of the same to various corporate social responsibility programs undertaken by the Company;
4) delegate responsibilities to the corporate social responsibility team and supervise proper execution of all delegated
responsibilities;
5) review and monitor the implementation of corporate social responsibility programmes and issuing necessary directions
as required for proper implementation and timely completion of corporate social responsibility programmes;
6) assistance to the Board to ensure that our Company spends towards the corporate social responsibility activities in
every Fiscal, such percentage of average net profit/ amount as may be prescribed in the Companies Act, 2013 and/ or
rules made thereunder;
7) providing explanation to the Board if the Company fails to spend the prescribed amount within the financial year;
8) providing updates to our Board at regular intervals of six months on the corporate social responsibility activities;
9) any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board
149
 or as may be directed by the Board, from time to time; and
10) exercise such other powers as may be conferred upon the Corporate Social Responsibility Committee in terms of the
provisions of Section 135 of the Companies Act.

MANAGEMENT ORGANIZATION STRUCTURE

Board of Directors

Mr. Bibhu Datta Panda Mr. Rishiraj Panda Non-executive Directors

Managing Director Whole-time Director (including Independent
Directors)

Mr. Sunil Kumar Mishra

Chief Financial Officer

Mr. Haraprasad Rout

Company Secretary

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 OUR KEY MANGERIAL PERSONNEL

The Key Managerial Personnel of our Company are as follows:

Previous Remuneration paid

Name, Designation and Date of Joining Qualification Employment in FY 2023-24
(Amount in ₹)
Name Mr. Bibhu Datta Panda B. Com Nil Rs. 33.72 Lakh per
Designation Managing Director annum
Date of July 05, 2024
Appointment
Overall He is having experience of more than three decades of experience in the field of Coking coal and LAM
Experience Coke trading and manufacturing.

Name Mr. Rishiraj Panda B. Tech in Mechanical Nil Rs. 52.50 Lakh per
Designation Whole-time Director Engineering from annum
Date of August 10, 2024 Vellore Institute of
Appointment Technology
Overall He is having more than 4 years of experience in Business Operations of Nilachal Group.
Experience

Name Mr. Sunil Kumar Mishra Bachelor of Commerce JM Associates & Co. NA
Designation Chief Financial Officer and Chartered
Date of May 29, 2024 Accountant Intermediate
Appointment Passed
Overall He has a more than 4 years of experience in the Field of Accounting and Finance.
Experience

Name Mr. Haraprasad Rout He is associate member Medirad Tech India NA

Designation Company Secretary and of the Institute of Limited
Compliance Officer Company Secretaries of
Date of August 12, 2024 India and also holds a
Appointment LLB degree from Utkal
University
Overall He has a more than 18 years of experience in the Field of Legal and Statutory Compliance.
Experience

OUR SENIOR MANAGEMENT PERSONNEL

Our Company does not have any Senior Management Personnel.

BONUS OR PROFIT-SHARING PLAN FOR THE KEY MANAGERIAL PERSONNEL

Currently, Our Company does not have any bonus or profit-sharing plan for our Key Managerial personnel. In future, Discretionary
bonus may be paid as may be decided by Nomination and Remuneration Committee/Board of Directors, depending upon the
performance of the Key Managerial Personnel, working of the Company and other relevant factors subject to Maximum of annual
salary within the limits laid down under Para A of Section II of Part II of Schedule V of theCompanies Act, 2013.

CHANGES IN THE KEY MANAGERIAL PERSONNEL

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The following are the changes in the Key Management Personnel in the last three years preceding the date of filing this Draft
Prospectus, otherwise than by way of retirement in due course.

Name of Key Date of Event Nature of Event Reason for the changes
Managerial Personnel
Mr. Rishiraj Panda September 21, Appointment Appointed as Chief Executive Officer
2022 w.e.f. September 21, 2022
Mr. Rishiraj Panda May 09, 2024 Cessation Resignation from post of Chief Executive
Officer w.e.f. May 29, 2024
Mr. Bibhu Datta Panda July 05, 2024 Change in Designation Re-appointed as the Managing Director for
a period of Five years w.e.f. July 05, 2024.
Mr. Rishiraj Panda August 10, 2024 Change in designation Appointed as the Whole Time Director for
a period of three years w.e.f. July 05, 2024.
Mr. Sunil Kumar Mishra May 29, 2024 Appointment Appointed as Chief Financial Officer
w.e.f. May 29, 2024
Mr. Girija Shankar Das August 12, 2024 Cessation Resignation from post of company
secretary Officer w.e.f. August 12, 2024
Mr. Haraprasad Rout August 12, 2024 Appointment Appointed as Company Secretary and
Compliance Officer w.e.f. August 12, 2024

EMPLOYEE STOCK OPTION SCHEME

As on the date of filing of Draft Prospectus, our company does not have any ESOP Scheme for its employees.

RELATIONSHIP BETWEEN KEY MANAGERIAL PERSONNEL

Except as mentioned in relationship between directors, there are no relationship between Key Managerial Personnel of our company.

PAYMENT OF BENEFIT TO OFFICERS OF OUR COMPANY (NON-SALARY RELATED)

the statutory payments made by our Company, in the last two years preceding the date of this Draft Prospectus, our company has
not paid any sum to its employees in connection with superannuation payments and ex-gratia/ rewards and has not paid any non-
salary amount or benefit to any of its officers.
Notes:
• All the key managerial personnel and Senior Managerial Personnel mentioned above are on the payrolls of our Company
as permanent employees.
• There is no arrangement / understanding with major shareholders, customers, suppliers or others pursuant to whichany of
the above-mentioned personnel have been recruited.
• None of our Key Managerial Personnel and Senior Managerial Personnel has been granted any benefits in kind from our
Company, other than theirremuneration.
• None of our Key Managerial Personnel and Senior Managerial Personnel has entered into any service contracts with our
no benefits are granted upon their termination from employment other that statutory benefits provided by our company and
Further, our Companyhas appointed certain Key Managerial Personnel i.e. Chief Financial Officer and Company Secretary
and Compliance officer for which our company has not executed any formal service contracts; although they are abide by
their terms of appointments.

SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL

Except as disclosed below, none of the Key Managerial Personnel hold any Equity Shares of our Company as on the date of this
Draft Prospectus.

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 Sr. Name of Key Management Personnel No. Equity Sharesheld Category/ Status
No.
a) Mr. Bibhu Datta Panda 70,69,440 Managing Director
b) Mr. Rishiraj Panda 10 Whole-time Director

CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO OUR KEY MANAGERIAL PERSONNEL AND
SENIOR MANAGERIAL PERSONNEL

There is no contingent or deferred compensation payable to any of our Key Managerial Personnel and Senior Managerial Personnel.

POLICY ON DISCLOSURES AND INTERNAL PROCEDURE FOR PREVENTION OF INSIDER TRADING

The provisions of Regulation 9(1) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 (SEBI PIT Regulations) will
be applicable to our Company immediately upon the listing of its Equity Shares on the SME Platform of BSE Limited (“BSE
SME”). We shall comply with the requirements of the SEBI PIT Regulations on listing of Equity Shares on stock exchanges.
Further, Board of Directors have formulated and adopted the code of conduct to regulate, monitor and report trading by its
employees and other connected persons.

The Company Secretary & Compliance Officer will be responsible for setting forth policies, procedures, monitoring and
adherence to the rules for the preservation of price sensitive information and the implementation of the Code of Conduct under
the overall supervision of the board.

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 OUR PROMOTERS AND PROMOTERS GROUP

Our Promoters:

The Promoters of our Company are Mr. Bibhu Datta Panda and Kajal Fashionwear Agency Private Limited.

As on date of this Draft Prospectus, Our Promoters, collectively holds 2,23,26,940 Equity shares of our Company, representing
99.99% of the Pre-Offer paid-up Equity Share capital of our Company. For details see “Capital Structure – History of the
Equity Share capital held by our Promoters”, on page 60.

Brief Profile of our Promoters is as under:

A. Individual Promoter:
Mr. Bibhu Datta Panda - Promoter
Mr. Bibhu Datta Panda, aged 60 years, is Managing Director of our Company.
PAN: ADAPP6398R

Date of Birth February 04, 1964

Educational Qualification Bachelor of Commerce from Sri Sathya Sai Institute of Higher Learning.
Experience in More than three decades in the field of Coking coal and LAM Coke trading and
Business/Employment manufacturing.
Present Residential Address Plot-73/353 Jaydev Vihar, Near Bishnupriya Apartment, Regional Research
Laboratory, Khordha 751013, Odisha, India.
Position/posts held in the He is Promoter and Director of our Company since incorporation i.e., February 13,
past 2003. Thereafter, Pursuant to approval of Board of Director in the Board Meeting held
on April 1, 2011, he was appointed as a Managing Director of the Company. Further,
pursuant to the approval of members in the Annual General Meeting held on August
10, 2024, he was re-appointed as a Managing director of the Company for a period of
Five years with effect from July 05, 2024.
1. Nilachal Coffee & Agro Estate Private Limited
Directorship held 2. Kajal Fashionwear Agency Private Limited
3. Nilachal Exim LLP
Other Ventures -

B. Corporate Promoter:

Kajal Fashionwear Agency Private Limited

Corporate Information:

Kajal Fashionwear Agency Private Limited was incorporated as a Private Limited Company on November 14, 2008, Limited
by Shares, under the Companies Act, 1956.

Brief Description of To carry on the business as buyers, Sellers, Import, Export, Distribute, Stock or trade,

154
 Business cloth food grains, Cotton cloth, Synthethic Fibre, Silk Yarn, Wool & Woolen Goods,
handicraft & silk artificial synthetics, readymade garments, design materials, process,
printers in all textiles.
PAN AADCK5326M
Registered Office 73 & 74/353, Jayadev Vihar, Khordha, Bhubaneswar, Odisha, India, 751013
CIN U74994OR2008PTC015800

Promoters:

As on the date of this Draft Prospectus, Kajal Fashionwear Agency Private Limited holds 1,52,57,500 Equity Shares,
representing 68.33% of the pre-issued, subscribed, and paid-up equity share capital of our Company.

Board of Directors:

As on date of this Draft Prospectus, the Board of Directors of Kajal Fashionwear Agency Private Limited comprises of:

Sr. No. Name of Director Designation DIN

1 Ms. Geeta Rani Panda Director 03283801
2 Mr. Bibhu Datta Panda Director 01579026

Change in Control:

There has been no change in the control of Kajal Fashionwear Agency Private Limited in the last three years immediately
preceding the filling of this Draft Prospectus.

Shareholding Pattern:

The Shareholding pattern of Kajal Fashionwear Agency Private Limited as on the date of this Draft Prospectus is as follows:

Sr. No. Name of Shareholder Number of Equity shares of Face Percentage of issued and Paidup
Value of Rs. 10 each held equity share capital (%)
1. Ms. Geeta Rani Panda 3,61,200 62.28%
2. Mr. Bibhu Datta Panda 218,800 37.72 %
Total 5,80,000 100%

Change in activities:

There has been no change in the activities of Kajal Fashionwear Agency Private Limited since incorporation.

Our Company confirms that the Permanent Account Number, Bank Account numbers, Passport numbers, Aadhaar Card
number and Driving License number of our individual promoters shall be submitted to BSE at the time of filing of this Draft
Prospectus.

Change in control of our Company

There has been no change in the management or control of our Company during the last five years preceding the date of this
Draft Prospectus, except as disclosed below:

Other ventures of our Promoters:

Other than as disclosed in “Our Promoters and Promoter Group” below and in “Our Management” on page 154 and 137 of

155
this Draft Prospectus, our Promoters are not interested in any other ventures.

Interest of our Promoters:

Interest in promotion and Shareholding of Our Company - Our Promoters are interested in the promotion of our Company to
the extent (i) that they have promoted our Company; (ii) their shareholding and the shareholding of their relatives in our
Company; (iii) the dividends payable thereon; and (iv) any other distributions in respect of their shareholding in our Company.
For further details, please refer to the chapter titled “Capital Structure” on page 60.

Additionally, our Promoters may be interested in transactions entered into by our Company with other entities (i) in which our
Promoters hold shares, or (ii) controlled by our Promoters. For details of the Promoters’ shareholding in our Company, see
“Capital Structure – History of Build-up of Promoter’s equity shareholding in our Company” on page 60.

Further, the Promoters of our Company, are also interested in our Company to the extent directorship and managerial position
held by them viz., as the Managing Director and Whole-Time Director of our Company and may be deemed to be interested
in the remuneration payable to them, where applicable, and the reimbursement of expenses incurred by them in their capacity
as the Directors. For further details, see “Our Management” on page 137.

As on date of this Draft Prospectus, our Promoters do not have any interest in any property acquired or proposed to be acquired
by our Company or of our Company.

Our Promoters have majority shareholdings in the entities form part of our Promoter Group of our Company. Except as stated
above, our Promoters do not have any interest in any venture that is involved in activities similar to those conducted by our
Company. For risks relating to the same, please refer to “Risk Factors – We have in the past entered into related party
transactions and may continue to do so in the future.” at page no. 22 and “Financial Statements-Restated Financial
Statements –Notes to Restated Financial Statements ––Related Party Transactions” on page 164.

No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which our Promoters are interested,
in cash or shares or otherwise by any person, either to induce them to become or to qualify them, as a director or Promoters or
otherwise for services rendered by the Promoters, or by such firm or company, in connection with the promotion or formation
of our Company.

Interest in the property of Our Company

Except as stated in the section “Our Business” and “Financial Information”, beginning on pages 102 and 161, respectively,
our Promoters do not have any interest in any property acquired by our Company in the three years preceding the date of this
Draft Prospectus or proposed to be acquired by our Company or in any transaction by our Company with respect to the
acquisition of land, construction of building or supply of machinery, other than in the normal course of business.

Other Interests in our Company

For transactions in respect of loans and other monetary transactions entered in past please refer “Related Party Transactions”
forming part of “Financial Information” on page no. 161.

One of our Promoters, Mr. Bibhu Datta Panda and his mother Ms. Geeta Rani Panda hold aggregate 100% shareholding in
Om Avi Carbon Resources Private Limited. Our Company has a tie-up for contract manufacturing for our product with
Om Avi Carbon Resources Private Limited and make use of their 24,000 MTPA capacity for our use. Our Company
has entered into an exclusivity agreement i.e. ‘Contract Manufacturing Agreement’ dated April 16, 2022 for a period of five
years with our Om Avi Carbon Resources Private Limited, for the supply of our finished product i.e. Low Ash Metallurgical
(LAM) Coke.

Further, our promoters are interested to the extent of personal guarantees given by them in favour of the Company, for the
156
details of Personal Guarantee given by Promoters towards financial facilities of our Company please refer to “Financial
Indebtedness” and “Financial Information” on page 215 and 161 respectively.

Payment of Amount or Benefits to our Promoters and Promoter Group during the last 2 years:

Except as disclosed herein and as stated in “Restated Financial Information -Related Party Disclosures” on page 164 there
has been no payment or benefits by our Company to our Promoters or any of the members of the Promoter Group during the
two years preceding the date of this Draft Prospectus nor is there any intention to pay or give any benefit to our Promoters
or Promoter Group as on the date of this Draft Prospectus.

The remuneration to the Promoters is being paid in accordance with the respective terms of appointment, for further details
see “Our Management” beginning on Page 137.

Companies/ Firms with which our Promoters has disassociated in the last (3) three years:

Our promoters have not disassociated themselves from any of the Company, Firms or other entities during the last three
years preceding the date of this Draft Prospectus.

Experience of our Promoters in the business of our Company:

Our Promoters are experienced in the line of business in which our Company operates. For details in relation to experience
of our Promoters in the business of our Company, see “Our Management” and “Our Promoters & Promoters Group” on
pages 137 and 154, respectively.

Material Guarantees to third parties with respect to the Equity Shares

Except as stated in the “Financial Indebtedness” and “Financial Information” beginning on pages 215 and 161
respectively, our Promoters has not given any material guarantee to any third party with respect to the Equity Shares as on
the date of this Draft Prospectus.

Litigation Details pertaining to our Promoters

For details on litigations and disputes pending against the Promoters and defaults made by the Promoters please refer to the
section titled “Outstanding Litigations and Material Developments” beginning on page 217.

Other confirmations

Our Promoters and members of our Promoter Group have not been declared Wilful Defaulters or Fraudulent Borrowers by
any bank or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters or fraudulent
borrowers issued by Reserve Bank of India or any other government authority. Further, there are no violations of securities
laws committed by our Promoter and members of the Promoter Group in the past, and no proceedings for violation of
securities laws are pending against them.

Our Promoters and members of our Promoter Group have not been prohibited from accessing or operating in capital markets
under any order or direction passed by SEBI or any other regulatory or governmental authority.

Our Promoters are not and have never been promoter, director or person in control of any other company which is prohibited
from accessing or operating in capital markets under any order or direction passed by SEBI or any other regulatory or
governmental authority.

Our Promoters are not interested in any other entity which holds any intellectual property rights that are used by our
Company.
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Our Promoters and members of our Promoter Group have not been declared Fugitive Economic Offenders under section 12
of the Fugitive Economic Offender Act, 2018.

There are no defaults in respect of payment of interest and principal to the debenture / bond / fixed deposit holders, banks,
FIs by our Company, our Promoters, Group Company and Company promoted by the promoters during the past three years.

Our Promoters have given personal guarantees respectively, towards financial facilities availed from the Bankers of our
Company, therefore, they are interested to the extent of the said guarantees. Further, they have also extended unsecured loans
and are therefore also interested to the extent of the said loans.

For our Promoters other related party transactions, see “Financial Indebtedness” on page 215 and “Financial Information”
on page 161.

OUR PROMOTER GROUP

In addition to our Promoter, the individuals and entities that form a part of the Promoter Group of our Company in terms of
Regulation 2(1) (pp) of the SEBI ICDR Regulations are set out below:

Natural Persons who are part of the Promoters Group (other than our Promoter):

Sr. No. Relationship with Promoter Mr. Bibhu Datta Panda

1. Father Late Narayan Chandra Panda
2. Mother Ms. Geeta Rani Panda
3. Spouse Mrs. Manjusmita Dash
4. Brother -
5. Sister Mrs. Sanghmitra Mohapatra
6. Son Mr. Rishiraj Panda
7. Daughter -
8. Spouse’s Mother Ms. Pankajini Dash
9. Spouse’s Father Late Dr. Bhaskar Chandra Dash
10. Spouse’s Brother Mr. Devi Prasad Dash
11. Spouse’s Sister Mrs. Madhusmita Dash

Body corporates, partnership firms forming part of the Promoter Group* (other than our Promoter):

Sr. Nature of Relationship Entities

No.
1. Any Body Corporate (other than Subsidiary & Associate) (i) Nilachal Coffee & Agro Estate Private Limited
in which 20% or more of the share capital is held by the (ii) OM AVI Carbon Resources Private Limited
Promoter or an immediate relative of the Promoter or a firm (iii) Nilachal Exim LLP
in which the Promoter or any one or more of his immediate
relatives is a member;
2. Any Body Corporate in which a body corporate as provided -
in (1) above holds 20% or more, of the equity share capital;
and
3. Any HUF or firm in which the aggregate shareholding of -
the promoter and his immediate relatives is equal to or more
than 20%
* Promoter Group includes Members of Body Corporate i.e. Kajal Fashionwear Agency Private Limited and Individual i.e. Mr. Bibhu Datta Panda.

Other persons included in Promoters Group:

158
None of other persons forms part of promoters group for the purpose of shareholding of the Promoters Group under
Regulation 2(1) (pp) (v) of SEBI (ICDR) Regulations 2018.

159
 DIVIDEND POLICY

The declaration and payment of dividend will be recommended by the Board of Directors and approved by the Shareholders,
at their discretion, subject to the provisions of the Articles of Association and applicable law, including the Companies Act.
The dividend, if any, will depend on factors including but not limited, net operating profit after tax, working capital
requirements, capital expenditure requirements, cash flow required to meet contingencies, outstanding borrowings and
applicable taxes including dividend distribution tax payable by our Company. In addition, our ability to pay dividend may be
impacted by a number of factors, including restrictive covenants under loan or financing arrangements our Company is
currently availing of or may enter into to finance our fund requirements for our business activities. As on the date of this Draft
Prospectus, our Company does not have a formal dividend policy.

Upon the listing of the Equity Shares of our Company and subject to the SEBI LODR Regulations, we may be required to
formulate a dividend distribution policy which shall be required to include, among others, details of circumstances under which
the shareholders may or may not expect dividend, the financial parameters that shall be considered while declaring dividend,
internal and external factors that shall be considered for declaration of dividend, policy as to how the retained earnings will be
utilized and parameters that shall be adopted with regard to various classes of shares, as applicable.

Our Company has not declared any dividend during the last three financial years. Further, our Company has not declared any
dividend in the current fiscal. There is no guarantee that any dividend will be declared or paid or that the amount thereof will
not be decreased in future. For details in relation to the risk involved, please refer section titled “Risk Factors” beginning on
Page no. 22.

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 SECTION VII – FINANCIAL INFORMATION

INDEPENDENT AUDITOR’S EXAMINATION REPORT ON THE RESTATED CONSOLIDATEDFINANCIAL

STATEMENTS OF NILACHAL CARBO METALICKS LIMITED

To
The Board of Directors
NILACHAL CARBO METALICKS LIMITEDPLOT
NO. N4/158,
IRC VILLAGE, NAYAPALLI,
BHUBANESWAR-751015, ODISHA

Dear Sir/Madam,

1. We have examined the attached Restated Consolidated Financial Statements along with significant accounting
policies and related notes of NILACHAL CARBO METALICKS LIMITED (the "Company"), which
comprises of the Restated Consolidated Summary Statement of Assets and Liabilities as at September 30, 2024,
March 31, 2024 and March 31, 2023, and March 31, 2022, Restated Consolidated Summary Statement of Profit
and Loss and Restated Consolidated Summary Statement of Cash Flow for the six month period ended on
September 30, 2024 and for the years ended on 31 March 2024, 31 March 2023 and 31 March 2022, and summary
statement of significant accounting policies and related notes (collectively referred to as the “Restated
Consolidated Financial Statements”), as approved by the Board of Directors of the company at their meeting
held on 21st October, 2024 for the purpose of inclusion in the Draft Offer Document and Offer Document
(Collectively called as “Offer Documents”) prepared by the company in connection with its proposed SME Initial
Public Offer ("SME IPO") prepared in termsof the requirements of :

(i) Section 26 of Part I of Chapter III to the Companies Act,2013, as amended (“theAct”);
(ii) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements)
Regulations 2018 as amended (“ICDR Regulations”); and
(iii) The Guidance Note on Reports in Company Prospectus (Revised2019) issued bythe Institute of Chartered
Accountants of India (“Guidance Note”).

2. The Company’s Management and Board of Directors are responsible for the preparation of the Restated
Consolidated Financial Statements for the purpose of inclusion in the offer document to be filed with Securities
and Exchange Board of India(“SEBI”), respective Stock Exchange and the Registrar of Companies, Cuttack,
Odisha in connection with the proposed SME Initial Public Offer. The Restated Consolidated Financial Statements
have been prepared by the management of the company on the basis of Notes to restatement in Note 1 to the
Restated Consolidated Financial Statements. The Company’s Management and Board of Directors of the
company’s responsibility includes designing, implementing and maintaining adequate internal control relevant to
the preparation and presentation of the Restated Consolidated Financial Statements. The Company’s Management
and Board of Directors is also responsible for identifying and ensuring that the company complies with the Act,
the ICDR Regulations and the Guidance Note.

3. We have examined such Restated Consolidated Financial Statements taking into consideration:

a) The terms of reference and terms of our engagement agreed upon with you in accordance with our
engagement letter dated 14/10/2024 in connection with the proposed SME IPO of Equity shares of the
company;
b) The Guidance Note also requires that we comply with the ethical requirements of the Code of Ethics
issued by the ICAI;
c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence
supporting the Restated Consolidated Financial Statements; and
161
 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 proposed SME IPO.

4. These Restated Consolidated Financial Statements of the Company have been complied by the management from:

a) The Audited Consolidated Financial Statements of the Company for the financial year ended March 31,
2023 and March 31, 2022, prepared by the company in accordance with generally accepted accounting
policies and as approved by the Board of Directors of the Company and audited by M/s JM Lenka &
Associates, Chartered Accountants vide their Audit Report dated September 8, 2023 and September 6,
2022 respectively.
b) The Audited Consolidated Financial Statements of the Company for the financial year ended March 31,
2024, prepared by the company in accordance with generally accepted accounting policies and as
approved by the Board of Directors of the Company and audited by us vide our Audit Report dated June
18, 2024.
c) The Audited Interim Consolidated Financial Statements of the Group for the six month period ended on
September 30, 2024, prepared by the company in accordance with generally accepted accounting policies
and as approved by the Board of Directors of the Company and audited by us vide our Audit Report
dated 21st October, 2024.

5. For the purpose of our examination, we have relied on:

a) Auditor’s Report issued by the previous auditor’s M/s JM Lenka & Associates, Chartered Accountants
(the “Previous Auditors”) dated September 8, 2023and September 6, 2022 on the Consolidated Financial
Statements of the company as at and for the year ended March 31, 2023 and March 31, 2022 respectively,
as referred to in paragraph 4(a) above.

b) Auditor’s Report issued by us dated 18th June, 2024 on the Consolidated Financial Statements of the
company as at and for the year ended March 31,2024 as referred to in paragraph 4(b) above.

c) Auditor’s Report issued by us dated 21st October, 2024 on the Interim Consolidated Financial Statements
of the Group as at and for the six month period ended on September 30, 2024 as referred to in paragraph
4(c) above.

6. Based on our examination and according to the information and explanations given to us and also as per the
reliance placed on the Audit Report submitted by the Previous Auditors on audit of financial statements for
respective periods mentioned in paragraph 5 above, we report that the Restated Consolidated Financial Statements:

a) have been prepared after incorporating adjustments for changes in accounting policies, material errors
and regrouping/reclassifications retrospectively as at and for the six month period ended on September
30, 2024 and year ended March 31, 2024, 2023 and 2022 to reflect the same accounting treatment as per
the accounting policies and grouping/classifications adopted for the preparation of Restated Consolidated
Financial Statements;

b) do not require any adjustment or modification as there is no modification or qualifications in the

underlying audit reports referred to in paragraph 5 above; and

c) have been prepared in accordance with the Act, the ICDR Regulations and the Guidance Note.

7. The Restated Consolidated Financial Statements don’t reflect the effects of events that occurred subsequent to the
respective dates of the reports on the audited consolidated financial statements mentioned in Paragraph 5 above.

162
 8. This report should not in any way be construed as a re-issuance or re-dating of any previous audit reports issued
by us or the Previous Auditors, nor should this report be construed as a new opinion on any of previous financial
statements referred to therein.

9. We have no responsibility to update our report for events and circumstances occurring after the date of the report.

10. Our report is intended solely for the use of the Board of Directors for inclusion in the Offer Documents in
connection with the proposed SME 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 shownor to whose hands it may
come without our prior consent in writing.

For GOUTAM & CO

Chartered Accountants(Firm
Registration No. 326869E)
Place: Bhubaneswar
21st October, 2024 Sd/-
CA GOUTAM LENKA
Partner
(Membership No. 067906)
UDIN - 24067906BKGAEX6199

163
 RESTATED FINANCIAL STATEMENTS

RESTATED CONSOLIDATED FINANCIAL STATEMENTS

NILACHAL CARBO METALICKS LIMITED

(Formerly Nilachal Carbo Metalicks Private Limited)
(CIN::U23101OR2003PLC007061)
CONSOLIDATED BALANCE SHEET
Restated Summary Statement of Assets and Liabilities

Note As at As at As at As at
Particulars No. 30-Sep-2024 31-Mar-2024 31-Mar-2023 31-Mar-2022
A EQUITY AND LIABILITIES
1 Shareholders’ funds
(a) Share capital 2.1 2,232.70 2,232.70 2,232.70 2,232.70
(b) Reserves and surplus 2.2 4,787.08 4,195.41 2,613.60 1,131.91
(c) Money received against share warrants -
7,019.78 6,428.11 4,846.30 3,364.61
2 Minority Interest 2.3 (0.00) (0.00) (0.00) (0.00)
3 Share application money pending allotment - - - -
4 Non-current liabilities
(a) Long-term borrowings 2.4 522.68 609.00 738.90 326.70
(b) Deferred tax liabilities (net) 2.28 83.84 78.09 75.82 89.00
(c) Other long-term liabilities - - - -
(d) Long-term provisions - - - -
606.52 687.09 814.72 415.70
5 Current liabilities
(a) Short-term borrowings 2.5 1,957.66 2,004.81 1,144.78 680.51
(b) Trade payables 2.6
(i) Total outstanding dues of micro enterprises and small 8.16 7.08 14.31 -
(ii) Total outstanding dues of creditors other than micro 4,024.19 2,060.14 2,107.09 3,151.96
enterprises and small enterprises
(c) Other current liabilities 2.7 890.95 202.00 394.37 815.65
(d) Short-term provisions 2.8 294.99 60.03 - 38.54
7,175.95 4,334.06 3,660.55 4,686.67
TOTAL 14,802.26 11,449.26 9,321.57 8,466.98
B ASSETS
1 Non-current assets
(a) Property, Plant and Equipment and 2.9
Intangible assets
(i) Property, Plant and Equipment 2835.51 2,984.22 2,604.88 2,004.16
(ii) Intangible assets - - -
(iii) Capital work-in-progress 964.43 964.43 397.94 416.63
(iv) Intangible assets under development - - -
3799.94 3,948.65 3,002.81 2,420.78
(b) Non-current investments 2.10 5.07 5.07 9.39 9.39
(c) Deferred tax assets (net) 2.28 - - - -
(d) Long-term loans and advances 2.11 187.22 180.96 388.93 697.15
(e) Other non-current assets - - - -
3992.23 4,134.68 3,401.14 3,127.32
2 Current assets
(a) Current investments - - -
(b) Inventories 2.12 3,118.39 2,841.83 2,890.49 1,775.28
(c) Trade receivables 2.13 4,987.75 2,177.91 537.07 549.18
164
 (d) Cash and cash equivalents 2.14 424.93 439.18 1,075.94 2,632.48
(e) Short-term loans and advances 2.15 2,273.30 1,852.34 1,416.93 382.72
(f) Other current assets 2.16 5.66 3.32 - -
10810.03 7,314.58 5,920.43 5,339.66
TOTAL 14,802.26 11,449.26 9,321.57 8,466.98

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS IN NOTE 1&2

The accompanying notes form an integral part of the Consolidated Financial Statements.

As per our report of even date attached. For and on behalf of the Board of Directors of
FOR GOUTAM & Co.
Chartered Accountants Nilachal Carbo Metalicks Limited
FRN - 326869E
(CA Goutam Lenka)
Geeta Rani Panda Bibhu Datta Panda
(Director) (Managing Director)
DIN: 03283801 DIN: 01579026

Partner
M. No. : 067906
UDIN: 24067906BKGAEX6199 Haraprasad Rout Sunil Kumar Mishra
(Company Secretary) (Chief Financial Officer)
Place: Bhubaneswar PAN: AKGPR4705H PAN: GVQPM9768G
Date: 21/10/2024

165
 NILACHAL CARBO METALICKS LIMITED
(Formerly Nilachal Carbo Metalicks Private Limited)
(CIN: U23101OR2003PLC007061)
CONSOLIDATED STATEMENT OF PROFIT AND LOSS RESTATED SUMMARY OF PROFIT AND LOSS

Note For the For the Year For the Year For the Year
Particulars No. period ended Ended Ended Ended
30-Sept-2024 31-Mar-2024 31-Mar-2023 31-Mar-2022
1 Revenue from operations (Net of taxes) 2.17 9,898.07 26510.68 26,621.02 19,919
2 Other income 2.18 19.99 201.97 224.96 139.00
3 Total Income (1+2) 9918.06 26,712.65 26,845.98 20,058.30
4 Expenses
(a) Cost of materials consumed 2.19 8303.31 22,592.13 23,499.23 16,258.33
(b) Purchases of stock-in-trade - - -
(c) Changes in inventories of 2.20 (270.45) (333.83) (1,094.81) (172.42)
finished goods, work-in-
progress and stock-in-trade
(d) Power & Fuel Expenses 2.21 86.06 240.14 231.64 242.06
(e) Direct Expenses 2.22 343.93 931.86 1,068.02 789.96
(f) Employee benefits expense 2.23 83.74 231.14 269.60 176.67
(g) Finance costs 2.24 213.86 485.78 408.94 336.66
(h) Depreciation and amortisation 2.9 149.51 370.02 354.54 297.37
expense
(i) Other expenses 2.25 206.90 553.16 640.31 870.09
5 Total expenses 9,116.87 25,070.39 25,377.48 18,798.72
6 Profit / (Loss) before exceptional and 801.19 1,642.25 1,468.50 1,259.58
extraordinary items and tax (3 - 5)
7 Exceptional items - - - -
8 Profit / (Loss) before extraordinary 801.19 1,642.25 1,468.50 1,259.58
items and tax (6 + 7)
9 Extraordinary items - - - -
10 Profit / (Loss) before tax (8 + 9) 801.19 1,642.25 1,468.50 1,259.58
11 Tax expense:
(a) Current tax expense for current 2.28 203.77 58.17 - 11.95
year
(b) (Less): MAT credit - - - -
(c) Current tax expense relating to - - - -
prior years
(d) Net current tax expense 203.77 58.17 - 11.95
Deferred tax Expenses 2.28 5.75 2.27 (13.18) (10.79)
(e) /(Income)
(f) Total Income Tax (Current tax + 209.53 60.44 (13.18) 1.16
Deferred tax)
12 Profit / (Loss) for the period from 591.67 1,581.81 1,481.68 1,258.42
continuing operations (10 - 11)
13 Profit/(Loss) from discontinuing - - - -
operations
14 Tax expense of discontinuing - - - -
operations
15 Profit/(Loss) from Discontinuing - - - -
operations (after tax) (13-14)
16 Profit/(Loss) for the period (12+15) 591.67 1,581.81 1,481.68 1,258.42
17 EARNINGS PER EQUITY SHARE
Equity shares of par value ` 10/- each
Basic 2.27 2.65 7.08 6.64 5.64
166
 Diluted 2.27 2.65 7.08 6.64 5.64
Number of shares used in computing
earnings per share
Basic 223.27 223.27 223.27 223.27
Diluted 223.27 223.27 223.27 223.27

SIGNIFICANT ACCOUNTING POLICIES AND NOTES TO ACCOUNTS IN NOTE 1&2

The accompanying notes form an integral part of the Consolidated Financial Statements.

As per our report of even date attached. For and on behalf of the Board of Directors of
FOR GOUTAM & Co.
Chartered Accountants Nilachal Carbo Metalicks Limited
FRN - 326869E
(CA Goutam Lenka)
Geeta Rani Panda Bibhu Datta Panda
(Director) (Managing Director)
DIN: 03283801 DIN: 01579026

Partner
M. No. : 067906
UDIN: 24067906BKGAEX6199 Haraprasad Rout Sunil Kumar Mishra
(Company Secretary) (Chief Financial Officer)
Place: Bhubaneswar PAN: AKGPR4705H PAN: GVQPM9768G
Date: 21/10/2024

167
 NILACHAL CARBO METALICKS LIMITED
(Formerly Nilachal Carbo Metalicks Private Limited)
(CIN:U23101OR2003PLC007061)
RESTATED CONSOLIDATED CASH FLOW STATEMENT

Period Year Year Year

Ended on Ended on Ended on Ended on
PARTICULARS
30.09.2024 31.03.2024 31.03.2023 31.03.2022
(Rs.) (Rs.) (Rs.) (Rs.)
CASH FLOW FROM OPERATING
(A)
ACTIVITIES:-
(1) Net Profit after Taxation 591.67 1,581.81 1,481.68 1,258.42
Add/(Less): Adjustment for :
(i) Deferred Expenses Written Off 5.75 2.27 (13.18) (10.79)
(ii) Depreciation 149.51 370.02 354.54 297.37
(iii) Interest & Financial Expenses 213.86 485.78 408.94 336.66
(iv) Provision for Taxation 203.77 58.17 - 11.95
(v) Interest Received (19.99) (201.97) (224.96) (139.00)
(vi) Other Non-operating income - - -
(2) Operating Profit before working Capital 1,144.58 2,296.09 2,007.01 1,754.61
Change
Add/(Less): Decrease / (Increase) in Current &
Long Term Operating Assets
(i) Inventory (276.55) 48.66 (1,115.21) (1,068.01)
(ii) Sundry Debtors (2,809.83) (1,640.85) 12.11 114.32
(iii) Short Term Loans and Advances (420.97) (435.41) (1,034.21) 368.86
(iv) Other Current Asset (2.34) (3.32) - 1.66
Add/(Less): Increase/(Decrease) in Current &
Long Term Operating Liabilities
(i) Trade payables 1965.12 (54.17) (1,030.57) 1,325.87
(ii) Other Current Liabilities 688.95 (192.37) (421.28) 333.45
(iii) Short term provision 31.19 1.86 (38.54) 19.55
(iv) Other Long-term Liabilities - - - -
(3) Cash Generation from Operation 320.15 20.48 (1,620.68) 2,850.30
Income Tax Paid - (11.95)
Net Cash Flow from Operating Activities 320.15 20.48 (1,620.68) 2,838.34
(4) Subtotal (A)
CASH FLOW FROM INVESTING
(B) ACTIVITIES:-
(i) Purchase of Fixed Assets (0.82) (1315.85) (936.56) (647.35)
(ii) Interest Received 19.99 201.97 224.96 139.00
(iii) Long-term loans and advances (6.26) 207.97 308.22 (648.98)
(iv) Purchase Of Investments 4.32 - (9.39)
Subtotal (B) 12.91 (901.60) (403.38) (1,166.71)
CASH FLOW FROM FINANCING
(C) ACTIVITIES:-
Increase/ (Decrease) of Secured Loan (Net off (133.46) 730.13 412.20 (144.55)
(i) w/off)
(ii) Increase/ (Decrease) of Unsecured Loan 0.00 0.00 - -
(iii) Interest & Financial Expenses (213.86) (485.78) (408.94) (336.66)
(iv) Short Term Borrowings (net) - - 464.27 598.83
Subtotal (C) (347.32) 244.35 467.53 117.62
Net Increase In Cash & Cash Equivalent Total (14.26) (636.76) (1,556.53) 1,789.25
[A+B+C]:-

168
 Cash & Cash Equivalent At The Beginning Of The 439.18 1075.94 2,632.48 843.23
Period:-
Cash & Cash Equivalent At The End Of The Year:- 424.93 439.18 1,075.94 2,632.48

Notes
1,556.53
(1) Cash & Cash equivalent includes Cash & Bank Balances 2,632
(2) The Cash Flow Statement has been prepared under the "Indirect Method" as set out in Accounting Standard - 3 on
Cash Flow Statement issued by the Institute of Chartered Accountants of India.

As per our report of even date attached. For and on behalf of the Board of Directors of
FOR GOUTAM & Co.
Chartered Accountants Nilachal Carbo Metalicks Limited
FRN - 326869E
(CA Goutam Lenka)
Geeta Rani Panda Bibhu Datta Panda
(Director) (Managing Director)
DIN: 03283801 DIN: 01579026

Partner
M. No. : 067906
UDIN: 24067906BKGAEX6199 Haraprasad Rout Sunil Kumar Mishra
(Company Secretary) (Chief Financial Officer)
Place: Bhubaneswar PAN: AKGPR4705H PAN: GVQPM9768G
Date: 21/10/2024

169
 NILACHAL CARBO METALICKS LIMITED
(Formerly Nilachal Carbo Metalicks Private Limited)
(CIN:U23101OR2003PLC007061)
NOTE-1 SIGNIFICANT ACCOUNTING POLICIES ON CONSOLIDATED ACCOUNTS:
A. BACKGROUND OF COMPANY
NILACHAL CARBO METALICKS LIMITED ("the Company”) was incorporated on 13th February 2003 as a Private Limited
Company as NILACHAL CARBO METALICKS PRIVATE LIMITED. The Company has been converted to a Public Limited
Company as NILACHAL CARBO METALICKS LIMITED w.e.f. 07th February, 2024. The Company is engaged in the business
of manufacturing of Coking coal, Coke & Coke fines for Ferro Alloys and Iron and Steel making.
B. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS:
The consolidated financial statements have been prepared under the historical cost convention on an accrual basis and materially
comply with the mandatory Accounting Standards as prescribed under Section 133 of the Companies Act.,2013 (’Act’) read with
Rule 7 of the Companies (Accounting) Rules, 2014 the provisions of the Act (to the extent notified). All the significant accounting
policies applied are consistent with those used in the previous year, unless otherwise specified.
C. PRINCIPLES OF CONSOLIDATION:
The consolidated financial statements relate to Nilachal Carbo Metalicks Limited (‘the Company’) and its subsidiary company
have been prepared on the following basis:
a) The financial statements of the Company and its subsidiary companies are combined on a line-by-line basis by adding together
the book values of like items of assets, liabilities, income and expenses, after fully eliminating intra-group balances and intra-
group transactions in accordance with Accounting Standard (AS) 21 - “Consolidated Financial Statements”.
b) The difference between the cost of investment in the subsidiaries, over the net assets at the time of acquisition of shares in the
subsidiaries is recognised in the financial statements as Goodwill or Capital Reserve, as the case may be.
c) The difference between the proceeds from disposal of investment in subsidiaries and the carrying amount of its assets less
liabilities as of the date of disposal is recognised in the consolidated Profit and Loss Statement being the profit or loss on disposal
of investment in subsidiaries.
d) Minority Interest’s share of net assets of consolidated subsidiaries is identified and presented in the consolidated balance sheet
separate from liabilities and the equity of the Company’s shareholders.
e) As far as possible, the consolidated financial statements are prepared using uniform accounting policies for like transactions
and other events in similar circumstances and are presented in the same manner as the Company’s separate financial statements.
D. Investments other than in subsidiaries have been accounted as per Accounting Standard (AS) 13 on “Accounting for
Investments”.
E. OTHER SIGNIFICANT ACCOUNTING POLICIES:
1. BASIS OF ACCOUNTING:
The financial statements have been prepared under the historical cost convention on an accrual basis and comply with the
mandatory Accounting Standards as prescribed under Section 133 of the Companies Act.,2013 (’Act’) read with Rule 7 of the
Companies (Accounting) Rules, 2014 the provisions of the Act (to the extent notified). All the significant accounting policies
applied are consistent with those used in the previous year, unless otherwise specified. As per criteria set out in the revised
schedule III notified under Companies Act 2013, all assets & liabilities have been classified as current & noncurrent based on 12
months as operating cycle from the reporting date.
2. USE OF ESTIMATES:
The preparation of the financial statements in conformity with GAAP requires the Management to make estimates and
assumptions that affect the reported balances of asset and liabilities and disclosures relating to contingent liabilities as at the date
of the financial statements and reported amounts of income and expenses during the period.

170
The Management believes that the estimates used in preparation of the restated financial statements are prudent and reasonable.
Future results could differ due to these estimates and the differences between the actual results and the estimates are recognised
in the periods in which the results are known / materialise.
3. INVENTORIES:
Raw materials, components and stores & spares are valued at cost following weighted average cost method or Net realizable
value which ever is lower. Cost includes purchase price, custom duties, freight, handling charges and other directly attributable
costs to bring the material to its present location and are net of indirect taxes wherever applicable.
Work-in-progress and finished goods are valued at lower of cost or Net realizable value. Cost includes direct materials, labour
and a proportion of manufacturing overheads based on average cost of production.
Net realizable value is the estimated selling price in the ordinary course of business less estimated costs of completion and
estimated costs necessary to make the sale.
4. CASH & CASH EQUIVALENTS (FOR THE PURPOSE OF CASH FLOW STATEMENT)
Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original
maturity of three months or less from the date of acquisition), highly liquid investments that are readily convertible into known
amounts of cash and which are subject to insignificant risk of changes in value.
5. DEPRECIATION AND AMORTISATION:
Depreciation has been provided on the written down value (WDV) method as per the useful life as given below:

Nature of Asset Use full Life

BUILDING
Office Building 60 years
Factory Building 30 years
PLANT AND MACHINERY 30 years
OFFICE EQUIPMENTS 5 years
COMPUTERS 3 years
FURNITURE AND FIXURES 10 years
VEHICLES
Four Wheelers 8 years
Two wheelers 10 years

6. REVENUE RECOGNITION:
Sale of Goods:
Revenue from sale of goods is recognised when risks and rewards of ownership have been transferred from the seller to the buyer,
the seller loses control over the goods sold and the collection of payment from sale of goods is reasonably assured.
Sale of Services:
Revenue from service income, if any, is recognised upon the rendering of services when there is certainty about ultimate
realization. However, there is currently no income from the sale of services.
Other Income:
Interest income is accounted on accrual basis on time proportion basis.
7. INVESTMENT:
Investments which are readily realizable and not intended to be held for 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
171
Current Investments are carried in financial statements at lower of cost and fair value determined on an individual investment
basis. Long-term investments are carried at cost.
8. PROPERTY PLANT AND EQUIPMENT:
a. Fixed Assets are stated at cost net of GST , other than those with blocked credits U/s section 17 ( 5) CGST Act , after deducting
the accumulated depreciation. The cost of an asset comprises its purchase price and any attributable costs of bringing such assets
to its working condition for intended use.
b. Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets are capitalized till the
date on which the asset is put for its intended use. Other borrowing costs are recognised as an expense in the period in which
these are incurred.
9. FOREIGN CURRENCY TRANSACTIONS & TRANSLATIONS:
Initial recognition
Transactions in foreign currencies, if any, entered into by the Company and its integral foreign operations are to be recognised at
the exchange rates prevailing on the date of the transaction or at rates that closely approximate the rate at the date of the
transaction.
Measurement of foreign currency monetary items at the Balance Sheet date
If any foreign currency monetary items (other than derivative contracts) of the Company and its net investment in non-integral
foreign operations outstanding at the Balance Sheet date are to be restated at the year-ended rates.
10. SEGMENT REPORTING:
a. The Company is primarily engaged in the business of manufacture of Coke & Coke fines. The Company has one operating
segment namely manufacture of Coke and Coke fines, which in context of Accounting Standard 17 on Segment Reporting”
constitute reportable segment.
b. The Company’s manufactured products are dispatched from plants located at Baramana, Jajpur (Odisha) & Anakapalli (Andhra
Pradesh) and considering the customer base which is widely spread all over the country, no such geographical differentiation can
be done for presenting the information.
11. TAXATION:
Current tax
Current tax is the amount of tax payable on the taxable income for the Particular financial year as determined in accordance with
the provisions of the Income Tax Act, 1961. The Company has opted for taxation under section taxation under section 115BAA
of the Income Tax Act,1961.
Minimum alternate tax (MAT)
Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form of
adjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company will pay
normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that future economic
benefit associated with it will flow to the Company. The provisions of MAT under section 115JB are not applicable as the
Company has opted for taxation under section 115BAA of Income Tax Act,1961.
Deferred tax:
Deferred tax is recognised on timing differences, being the differences between the taxable income and the accounting income
that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax is measured using the tax
rates and the tax laws enacted or substantially enacted as at the reporting date. Deferred tax liabilities are recognised for all timing
differences. Deferred tax assets in respect of unabsorbed depreciation and carry forward of losses are recognised only if there is
virtual certainty that there will be sufficient future taxable income available to realise such assets.
12. CSR EXPENSES:

172
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of
its average net profit for the immediately preceding three financial years on corporate social responsibility (CSR) activities. The
areas for CSR activities are promoting education, promoting gender equality by empowering women, healthcare, environment
sustainability, art and culture, setting up old age homes for senior citizens, disaster management including relief and rehabilitation,
and rural development projects. The Company's CSR policy is in line with the provisions of Section 135 of the Act.
13. EMPLOYEE BENEFITS:
Employee benefits include Salary & Wages and other staff welfare expenses excluding provident fund, superannuation fund,
gratuity fund, compensated absences, long service awards and post-employment medical benefits.

173
 Note 2.1 :Share capital
Particulars As at September 30, 2024 As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
No. of ( Rs. In ( Rs. In ( Rs. In ( Rs. In
No. of Shares No. of Shares No. of Shares
Shares Lakh ) Lakh ) Lakh ) Lakh )
(i) Authorised:
Equity shares of Rs. 10 each 2,50,00,000 2,500.00 2,50,00,000 2,500.00 2,30,00,000 2,300.00 2,30,00,000 2,300.00
with voting rights
(ii) Issued, Subscribed and fully
paid up:
Equity shares of Rs. 10 each 2,23,27,000 2,232.70 2,23,27,000 2,232.70 2,23,27,000 2,232.70 2,23,27,000 2,232.70
with voting rights
2,23,27,000 2,232.70 2,23,27,000 2,232.70 2,23,27,000 2,232.70 2,23,27,000 2,232.70

(iii) Reconciliation of the number of shares and amount outstanding at the beginning and at the end of the reporting
period:

Particulars Opening Fresh Bonus Buy back Other Closing

Balance issue changes Balance
Equity shares with voting rights
Period ended 30 September 2024
- Number of shares 2,23,27,000 - - - - 2,23,27,000
- Amount (Rs. In Lakh) 2,232.70 - - - - 2,232.70
Year ended 31 March, 2024
- Number of shares 2,23,27,000 - - - - 2,23,27,000
- Amount (Rs. In Lakh) 2,232.70 - - - - 2,232.70
Year ended 31 March, 2023
- Number of shares 2,23,27,000 - - - - 2,23,27,000
- Amount (Rs. In Lakh) 2,232.70 - - - - 2,232.70
Year ended 31 March, 2022
- Number of shares 2,23,27,000 - - - - 2,23,27,000
- Amount (Rs. In Lakh) 2,232.70 - - - - 2,232.70

(iv) Details of shares held by the holding company, the ultimate holding company, their subsidiaries and associates:
Particulars Equity shares Equity shares Compulsorily Optionally Redeemable
with voting with convertible convertible preference
rights differential preference preference shares
voting rights shares shares

Number of shares
As at 30 September, 2024
Holding Company
Kajal Fashionwear Agency Pvt ltd 1,52,57,500 - - - -

As at 31 March, 2024
Holding Company
Kajal Fashionwear Agency Pvt ltd 1,52,57,500 - - - -
As at 31 March, 2023
Holding Company
174
 Kajal Fashionwear Agency Pvt ltd 1,52,57,500 - - - -
As at 31 March, 2022
Holding Company
Kajal Fashionwear Agency Pvt ltd 1,52,57,500 - - - -

(v) Details of shares held by each shareholder holding more than 5% shares:

Class of shares / Name of shareholder As at September 30, 2024 As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
Number of % holding in Number of % holding Number of % holding Number of % holding
shares held that class of shares held in that shares held in that shares held in that
shares class of class of class of
shares shares shares

Equity shares with voting rights

Kajal Fashionwear Agency Pvt Ltd 1,52,57,500 68.34% 1,52,57,500 68.34% 1,52,57,500 68.34% 1,52,57,500 68.34%
Bibhudatta Panda 70,69,440 31.66% 70,69,440 31.66% 70,69,500 31.66% 70,69,500 31.66%

As per records of the Company, including its register of shareholders/members and other declaration received from shareholders
regarding beneficial interest, the above shareholding represents both legal and beneficial ownership of shares.

(vi) Details of shareholding by promotors:

Details of As at September 30, As at March 31, 2024 As at March 31, 2023 As at March 31, 2022
Shareholding by 2024
Promotor Number of % of Number of % of Number of % of Number of % of
shares held shares shares held shares shares held shares shares held shares
Equity shares with
voting rights
Kajal Fashionwear 1,52,57,500 68.34% 1,52,57,500 68.34% 1,52,57,500 68.34% 1,52,57,500 68.34%
Agency Pvt ltd
Bibhudatta Panda 70,69,440 31.66% 70,69,440 31.66% 70,69,500 31.66% 70,69,500 31.66%

Note 2.2 : Reserves and surplus

Particulars As at March 31,
September 30, 2024 2023 2022
2024
( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh)
(a) Securities premium account - - - -
Opening balance - - - -
Add : Premium on shares issued - - - -
during the year
Less : Utilised during the year for:
Others (give details) - - - -
Closing balance - - - -
(b) Surplus / (Deficit) in Statement of
Profit and Loss
Opening balance 4195.41 2,613.60 1,131.91 (126.50)
Less: Additional Depreciation -
Add: Profit / (Loss) for the year 591.67 1,581.81 1,481.68 1,258.42
Less: CSR Expenses - -

175
 Closing balance 4787.08 4,195.41 2,613.60 1,131.91

Note 2.3 : Minority Interest

Particulars As at Sep 30, As at March 31,

2024 2024 2023 2022
(Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh)
Equity Share Capital 0.00 0.00 0.00 0.00
Add: Profit & Loss Account (0.00) (0.00) (0.00) (0.00)
(0.00) (0.00) (0.00) (0.00)

Note 2.4 : Long-term borrowings

Particulars As at Sep 30, As at March 31,
2024 2024 2023 2022
(Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh)
(a) Term loans (Secured)
From banks 430.91 471.02 511.35 76.96
Long term Maturities of finance lease 91.77 137.98 227.55 249.74
obligations
(A) 522.68 609.00 738.90 326.70
(b) Loans and advances from related parties - - -
(Unsecured)
(B) - -
TOTAL 522.68 609.00 738.90 326.70

(i) Details of security for the secured long-term borrowings:

Business Loans (New India Co-operative Bank Limited)

Primary:
Equitable Mortage charge on Industrial property at Jajpur District.
Equitable Mortage charge on residential immovable property at Jayadev Vihar, Bhubaneswar.

Guarantee:
Guarantee given by Mr. Bibhudatta Panda, Smt. Geeta Rani Panda.

GECL Loans (Indian Bank)

Primary:
Bank hypothecation of charge created out of bank finance

Collateral:
Second charge on the equitable mortgage on the existing credit facilities.

Guarantee:
100% coverage under Emergency Credit Line Guarantee Scheme of National Credit Guarantee Trustee Company
(NCGTC)

Vehicle & Equipment Loans

Secured by hypothecation of the respective vehicles / equipment’s financed.

176
 Note 2.5 : Short-term borrowings

Particulars As at Sep 30, As at March 31,

2024 2024 2023 2022
(Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh)
(a) Loans repayable on demand
Secured:
From banks (Secured)
CC from INDIAN Bank 1,789.04 1,817.66 899.53 334.97
(A) 1,789.04 1,817.66 899.53 334.97
(b) Loans and advances from related
parties - (Refer Note 2.23)
Unsecured
Geeta Rani Panda - - - -
Bibhu Dutta Panda - - - -
Related Parties - - - -
(B) - - - -
(c) Current Maturities of long term
Borrowings
From banks - Business Loans (New 85.38 85.38 140.58 244.36
India Co-operative Bank Limited)
From banks - GECL Loans (Indian - 18.52 46.60 43.11
Bank)
From banks- Vehicle & Equipment 83.24 83.24 58.07 58.07
Loans
168.62 187.15 245.25 345.54
others - - - -
(C) - - - -
TOTAL 1957.66 2,004.81 1,144.78 680.51

(i) Details of security for the secured short-term borrowings:

Cash Credit / LC limits with Indian Bank

Primary:

Hypothecation on the entire stock of Raw material, stock in process, finished goods, spares & stores, receivables and all other
current assets of the company both present & future

Collateral:

Factory land & building with various structures at Jajpur District and Hypothecation of entire plant & machinery & other fixed
assets of the company
EM charge on office land & Building at Nayapalli Bhubaneswar
Cash Margin in form of FDR for LC limit.

Guarantee:

Corporate Guarantee given by Kajal Fashionwear Agency Private Limited and Personal Guarantee given by Mr. Bibhudatta
Panda, Smt. Geeta Rani Panda.
177
Business Loans (New India Co-operative Bank Limited)

Primary:
Equitable Mortage charge on Industrial property at Jajpur District.
Equitable Mortage charge on residential immovable property at Jayadev Vihar, Bhubaneswar.

Guarantee:

Guarantee given by Mr. Bibhudatta Panda, Smt. Geeta Rani Panda.

GECL Loans (Indian Bank)

Primary:
Bank hypothecation of charge created out of bank finace

Collateral:
Second charge on the equitable mortgage on the existing credit facilities.

Guarantee:
100% coverage under Emergency Credit Line Guarantee Scheme of National Credit Guarantee Trustee Company (NCGTC)

Vehicle & Equipment Loans

Secured by hypothecation of the respective vehicles / equipment’s financed.

Note No. 2.6: Trade Payable

Particulars As at Sep 30, As at March 31,

2024 2024 2023 2022
(Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh)
Valued at amortised Cost
Total outstanding dues to creditors other than micro 2,887.07 860.55 318.93 353.24
enterprises and small enterprises
Total outstanding dues to creditors (LC Acceptance) 1,137.12 1,199.59 1,788.16 2,798.73
Outstanding dues to related parties - -
Total 4,024.19 2,060.14 2,107.09 3,151.96
Total outstanding dues to micro enterprises and small 8.16 7.084 14.31 -
enterprises
Total 8.16 7.084 14.31 -
TOTAL 4,032.35 2,067.22 2,121.40 3,151.96

Trade Payable Ageing Schedule

(Amount Rs. In Lakh)
Ageing as on September 30, 2024
Less 6 months - 1 year - 2 2 years - 3 More Grand Total
Particulars
than 6 1 year years years than 3
months years
Undisputed
(i) MSME 8.36 8.16
(ii) Others 3,975.85 48.33 4024.19
Disputed

178
 (iii) MSME
(iv) Others
TOTAL 3984.02 48.33 4,032.35

Ageing as on March 31, 2024

Less 6 months - 1 year - 2 2 years - 3 More Grand Total
Particulars
than 6 1 year years years than 3
months years
Undisputed
(i) MSME 7.08 7.08
(ii) Others 1,985.44 74.70 2,060.14
Disputed
(iii) MSME -
(iv) Others -
TOTAL 1,992.52 74.70 - - 2,067.22

Ageing as on March 31, 2023

Less 6 months - 1 1 year - 2 2 years - 3 More than 3 Grand Total
Particulars than 6 year years years years
months

Undisputed
(i) MSME 14.31 14.31
(ii) Others 2,023.51 83.57 2,107.09
Disputed
(iii) MSME -
(iv) Others -
TOTAL 2,037.82 - 83.57 - - 2,121.40

Particulars Ageing as on March 31, 2022

Less than 6 months 1 year - 2 2 years - 3 More than 3 Grand Total
6 months - 1 year years years years
Undisputed

(i) MSME -
(ii) Others 269.67 83.57 - 353.24
Disputed
(iii) MSME -
(iv) Others -
TOTAL 269.67 83.57 - - 353.24

"Disclosure as required under the Micro, Small and Medium Enterprises Development Act, 2006 (“MSMED Act”), are provided
as under, to the extent the Company has received intimation from the Suppliers regarding their status under the Act."
Note 2.7: Other current liabilities

Particulars As at Sep 30, As at March 31,

2024 2024 2023 2022
179
 ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh)
Other payables
(c) Advances from Customers 740.49 47.67 339.36 737.37
(d) Outstanding Expenses 1.60
Creditors For Expenses 118.62 117.97 26.27
Audit Fees Payable 5.00 4.50 1.40
Others 2.01 2.14 0.20
(e) Statutory Liabilities
EPF Payable 0.65 0.63 0.29 0.29
TDS, TCS Payable 5.74 10.24 13.71 -
(f) Other Payables
Payable to Director (Reimbursement) 18.45 7.66 13.14 19.93
Income Tax - - - 56.45
Salary and wages payable - 11.19 - -
Total 890.95 202.00 394.37 815.65

Note 2.8 : Short-term provisions

As at Sep 30, As at March 31,
Particulars 2024 2024 2023 2022
(Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh)
Provision - Others:
(a) Provision for Income tax 203.77 58.17 - 11.95
(b) Provision for Expenses 58.17 - - 26.59
(c) Provision for Gratuity Refer Note (i) 3.37 1.86 - -
(d) Provision for CSR 29.68 - - -
TOTAL 294.99 60.03 - 38.54

Note(i) Provision for Gratuity

Particulars As at Sep 30, As at March 31,

2024 2024 2023 2022
(Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh)
Opening Net Liability 1.86 0.00 - -
Expenses as recognised 1.52 1.86 - -
Contributions - - - -
Closing Net Liability 3.37 1.86 - -
Total 3.37 1.86 - -

Note 2.10: Investments

As at Sep 30, As at March 31,
2024 2024 2023 2022
Particulars
(Rs. In (Rs. In (Rs. In (Rs. In
Lakh) Lakh) Lakh) Lakh)
Non-current investments:
Long-term investments- at cost
Trade (unquoted)
Investments in equity instruments - - - -
Equity Shares - - - -
180
 Investments in debentures or bonds - - - -
Other investments
Investment property, (net off accumulated 1.05 1.05 5.37 5.37
depreciation and impairment, if any
Investment in equity instruments 4.02 4.02 4.02 4.02
Investment in government or trust securities - - - -
Investment in debentures or bonds - - - -
Investment in mutual funds - - - -
Other non-current investments - - - -
TOTAL 5.07 5.07 9.39 9.39

Aggregate provision for diminution (write down) in the value of other current investments
Note 2.11: Long-term loans and advances

Particulars As at Sep 30, As at March 31,

2024 2024 2023 2022
(Rs. In Lakh) (Rs. In (Rs. In (Rs. In
Lakh) Lakh) Lakh)
Unsecured, considered good
(a) Security deposits 67.75 71.69 32.86 31.61
(b) Loans and advances to related parties
(i) Advance to Om Avi Carbon Resources Pvt Ltd 45.50 43.54 288.25 600.00
(c) Other loans and advances
(i) Balance with Sales Tax Dept. 37.59 37.59 37.59 37.59
(ii) Loans and advances to employees 36.39 28.14 30.09 27.81
(iii) EPF Advance deposit - - 0.14 0.14
187.22 180.96 388.93 697.15

Note 2.12: Inventories (At lower of cost and net realisable value as certified by the management)

Particulars As at Sep 30, As at March 31,

2024 2024 2023 2022
( Rs. In Lakh) ( Rs. In ( Rs. In ( Rs. In
Lakh) Lakh) Lakh)
(As taken, valued and certified by the management)
(Valued at lower of weighted average cost or net realizable value)
Raw Material 867.17 861.07 1,243.55 1,223.14
Finished Goods 1,797.12 1,466.19 1,024.64 375.63
Work - In-Progress 115.72 110.05 237.66 136.50
Stores & Spares 46.00 55.00 35.12 40.00
Calcined Coal (Imported) 292.38 349.52 349.52 -
TOTAL 3,118.39 2,841.83 2,890.49 1,775.28

Note 2.13: Trade receivables

Particulars As at Sep 30, As at March 31,

181
 2024 2024 2023 2022
( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh)
Trade Receivables Outstanding from the due date
of Payment
Undisputed Trade Receivables -considered good 4987.75 2,177.91 537.07 549.18
Undisputed Trade Receivables -considered doubtful - - - -
Disputed Trade Receivables -considered good - - - -
Disputed Trade Receivables -considered doubtful - - - -
- - - -

Total 4987.75 2,177.91 537.07 549.18

Ageing Schedule of Trade Receivable

Trade Receivables Ageing Schedule As at Sep 30, As at March 31,

(Outstanding for following periods from the due 2024 2024 2023 2022
date of Payment) ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh)
Particulars
Disputed/Undisputed, Considered good/
doubtful

Not Yet Due - - - -

Less Than 6 Months 4,886.51 2,060.86 441.55 359.47
6 Months - 1 Year - - - -
1- 2 Year 101.25 117.06 95.52 189.71
2- 3 Year - - - -
More Than 3 Year - - - -
Total 4,987.25 2,177.92 537.07 549.18

Note 2.14: Cash and cash equivalents

As at Sep 30, As at March 31,

Particulars 2024 2024 2023 2022
( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh)
(a) Cash on hand (As certified by the management) 16.09 10.57 19.25 14.60
(b) Balances with banks
(i) In current accounts 4.42 8.21 40.20 607.60
(ii) In earmarked accounts
- Deposit in banks with original maturity 404.41 420.40 1,016.49 2,010.27
of less than 12 months (Under Lien
against LC)
Total 424.93 439.18 1,075.94 2,632.48

Note 2.15: Short-term loans and advances

As at Sep 30, As at March 31,

Particulars 2024 2024 2023 2022
(Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh)
(Unsecured, considered good)
182
 (a) Advance to suppliers 1,346.90 1,069.59 1,066.32 173.66
(b) Other loans and advances
(i) Loans and advances to employees 2.95 1.17 3.40 6.72
(c) Balances with government authorities
(i) Input Tax Credit GST 744.68 623.24 275.67 135.54
(ii) TDS receivable 94.83 82.30 57.19 28.30
(d) Advance for Land 44.64 44.64 - -
(e) CWIP Advance 39.30 31.39 14.35
(f) Interest receivable from associate entity - 38.50
TOTAL 2,273.30 1,852.34 1,416.93 382.72

Note 2.16: Other Current assets

Particulars As at Sep 30, As at March 31,
2024 2024 2023 2022
( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh)
(i) Prepaid Expenses 3.58 3.32 - -
(ii) Others 2.08 - -
TOTAL 5.66 3.32 - -

Note 2.17: Revenue from operations (gross)

Particulars Period ended Sep 30, Year ended March 31,

2024 2024 2023 2022
( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh)
(a) Sale of Products 9,898.07 26,510.68 26,621.02 19,919.30
(b) Sale of Services - - - -
Total 9,898.07 26,510.68 26,621.02 19,919.30

Component wise Revenue

Period ended Sep 30, Year ended March 31,
Particulars 2024 2024 2023 2022
( Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh)
Sale of products comprises:
Manufactured goods
Coke 9,127.51 23,699.62 23,856.02 17,463.86
Coke fines 669.27 2,613.97 2,742.59 2,328.45
Others 101.38 197.08 22.41 126.99
Total - Sale of products 9,898.07 26,510.68 26,621.02 19,919.30

Note 2.18: Other income

Period ended Sep 30, Year ended March 31,

Particulars 2024 2024 2023 2022
(Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh)
(a) Interest income (Refer Note (i) below) 10.72 101.24 130.48 65.28

183
 (b) Other non-operating income (net of 9.27 100.73 94.48 73.72
expenses directly attributable to such
income)
TOTAL 19.99 201.97 224.96 139.00

Note:(i) Other Income Comprises Followings

Period ended Sep 30, Year ended March 31,

Particulars 2024 2024 2023 2022
(Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh)
(i) Interest income comprises:
Interest from banks on:
Fixed deposits 3.51 15.31 41.31 26.71
LC Interest 0.12 56.37 3.19 -
Interest on Loans & Advances 7.08 29.02 85.71 -
Interest on other deposits - - 0.28
Other interest (Investment) - - - 38.57
Income Tax refunds 0.00 0.54 -
Total - Interest income 10.72 101.24 130.48 65.28
(ii) Other non-operating income comprises:
Miscellaneous income 0.66 6.15 12.81 16.26
Profit on sale of Asset - - - 57.46
Shortage recovery 8.62 22.14 16.02 -
Sundry credit balance written off 0.00 72.44 65.65 -
Total - Other non-operating income 9.27 100.73 94.48 73.72

Note 2.19: Cost of materials consumed

Period ended Sep 30, Year ended March 31,

Particulars 2024 2024 2023 2022
(Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh)
Opening stock 861.07 1,243.55 1,223.14 327.56
Add: Purchases 8,309.12 22,209.65 23,519.63 17,153.92
9,170.49 23,453.20 24,742.77 17,481.48
Less: Closing stock 867.17 861.07 1,243.55 1,223.14
Cost of material consumed 8,303.31 22,592.13 23,499.23 16,258.33

Note 2.20 : Changes in inventories of finished goods, work-in-progress and stock-in-trade

Period ended Sep 30, Year ended March 31,

Particulars 2024 2024 2023 2022
( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh)
Inventories at the end of the financial
year: (As certified by the management)
Finished goods 1,797.12 1,466.20 1,024.64 375.63
Work-in-progress 115.72 110.05 237.66 136.50
Stores & Spares 46.00 55.00 35.12 40.00
Imported coal 292.38 349.52 349.52

184
 2,251.22 1,980.77 1,646.94 552.13
Inventories at the beginning of the
financial year: (As certified by the
management)
Finished goods 1,466.20 1,024.64 375.63 275.68
Work-in-progress 110.05 237.66 136.50 69.03
Stores & Spares 55.00 35.12 40.00 35.00
Imported coal 349.52 349.52 - -
1,980.77 1,646.94 552.13 379.71

Net (increase) / decrease (270.45) (333.83) (1,094.81) (172.42)

Note 2.21: Power & Fuel expenses

Particulars Period ended Sep 30, Year ended March 31,

2024 2024 2023 2022
( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh)
Fuel expenses 64.51 174.62 190.77 205.58
Electricity charges 21.54 65.52 40.87 36.48
86.05 240.14 231.64 242.06

Note 2.22: Direct Expenses

Particulars Period ended Sep 30, Year ended March 31,

2024 2024 2023 2022
( Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh)
Freight Outward Charges 140.97 349.53 382.85 380.86
Plant Operational Charges 52.55 136.03 120.21 130.82
Coke Conversion charges 90.42 326.3 504.42 278.28
Factory Lease Rent 60.00 120.00 60.54 -
343.94 931.86 1,068.02 789.96

Note 2.23: Employee benefits expense

Particulars Period ended Sep 30, Year ended March 31,

2024 2024 2023 2022
( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh)
Salaries and wages 62.20 161.23 214.56 142.14
Contributions to provident and other funds 1.43 3.03 1.56 1.97
Bonus 4.00 4.20 4.85 4.24
Staff welfare expenses 14.59 60.83 48.63 28.31
Gratuity (Refer Note ( ii)) 1.52 1.86 - -
Total 83.74 231.14 269.60 176.67

Note (i) Changes in Present Value of Obligations

185
 Particulars Period ended Sep 30, Year ended March 31,
2024 2024 2023 2022
( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh)
Present value of obligation at beginning of 1.86 - - -
the financial year
Acquisition adjustment - - - -
Interest cost 0.06 - - -
Past service cost - - - -
Current service cost 0.55 0.89 - -
Curtailment cost - - - -
Settlement Cost - - - -
Benefits Paid - - - -
Actuarial gain/loss on Obligation 0.91 0.97 - -
3.37 1.86 - -

Note (ii) Expense Recognized in Statement of Profit and Loss

Particulars Period ended Sep 30, Year ended March 31,

2024 2024 2023 2022
( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh)
Present value of obligation at beginning of - - -
the financial year
Current service cost 0.55 0.89 - -
Past service cost - - - -
Interest cost 0.06 - - -
Expected Return on Plan Asset - - - -
Curtailment cost - - - -
Settlement Cost - - - -
Actuarial gain/loss recognized in the year 0.91 0.97 - -
1.52 1.86 - -

Note(iii) Actuarial Assumptions

Particulars Period ended Sep 30, Year ended March 31,
2024 2024 2023 2022
(Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh) (Rs. In Lakh)
Mortality Table IIAM (2012-15) ULT. IIAM (2012-15) ULT. - -
Superannuation Age 60.00 60.00 - -
Early Retirement & 10 PER THOUSAND 10 PER THOUSAND - -
Disablement P.A P.A
6 above age 45 6 above age 45 - -
3 between 29 and 45 3 between 29 and 45 - -
1 below age 29 1 below age 29 - -
Discount Rate 6.79% 6.98% - -
Inflation Rate 5.00% 4.00% - -
Return on Asset N/A N/A - -
Remaining Working Life 20 Years 21 Years - -
FORMULA USED PROJECTED UNIT PROJECTED UNIT - -
CREDIT CREDIT
186
Note(iv) Movements in the Liability
Particulars Period ended Sep 30, Year ended March 31,
2024 2024 2023 2022
( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh)
Opening Net Liability 1.86 - - -
Expenses as above 1.52 1.86 - -
Contributions - - - -
Closing Net Liability 3.37 1.86 - -
Total 3.37 1.86 - -

Note 2.24: Finance costs

Particulars Period ended Sep 30, Year ended March 31,

2024 2024 2023 2022
( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh)
(a) Interest expense on:
(i) Borrowings 142.76 245.53 150.34 91.95
Sub total 142.76 245.53 150.34 91.95
(ii) Others
-Interest on LC 69.76 165.73 213.14 229.49
Sub total 212.51 411.26 363.48 321.44
(b) Other borrowing costs
Bank Charges, Commission & LC 1.35 74.52 45.46 15.21
Charges
Sub total 1.35 74.52 45.46 15.21
TOTAL 213.86 485.78 408.94 336.66

Note 2.25: Other expenses

Particulars Period ended Year ended March 31,

Sep 30,
2024 2024 2023 2022
( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh)
Stores and Consumables 15.52 77.77 72.88 160.46
Repairs and maintenance 27.67 95.40 93.90 111.86
Transportation Expenses 0.04 0.061 0.05
Direct wages 2.84
Rates and taxes 4.95 11.89 8.40 4.82
License & Renewal Fees 7.53 8.83 5.77 8.28
Insurance 6.89 15.74 10.90 14.69
General Expense 1.36 7.47 8.29 7.92
Hiring Charges 0.65 11.79 4.89 4.03
Professional & Consultancy Fees 19.69 21.46 79.23 75.49
Legal Expenses 5.91 3.03 4.27 7.51

187
 Postage & Telegrph - 0.07 1.16 0.12
Travelling and conveyance 9.00 30.07 47.22 18.78
Printing and stationery 0.37 1.46 1.61 1.37
Telephone Charges 1.50 3.22 3.27 1.56
Office Expenses 9.47 4.53 14.22 9.85
Sundry Balance written off 0.00 7.40 6.99 177.93
Advertisement & Sales Promotion Expenses 5.11 47.94 58.72 68.52
Laboratory Expenses 1.23 0.55 1.95 1.31
Director Sitting fees 3.75 - - -
Security Charges 14.79 40.89 37.90 25.22
Corporate Social Responsibilities - -
Directors Remuneration 33.50 98.72 56.84 107.98
Legal and professional - -
Payments to auditors (Refer Note (i) below) 2.50 5.00 2.03 1.85
Bad trade written off - - 0.60
Loading & Unloading Expenses - Ex Customer 2.92 7.33 9.66 10.82
Temporary Shed Expenses 0.84 3.49
Plantation Expenses 0.33 3.17
Corporate & Social Responsibility (CSR) Expenses 29.68 23.00 16.00 42.45
Donation & other related activities 2.91 29.53 58.15 -
Sourcing commission - - 32.00 -
Total 206.90 553.16 640.31 870.09

Note:(i)
Particulars Period ended Sep 30, Year ended March 31,
2024 2024 2023 2022
( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh)
(i) Payments to the auditors comprises
As auditors - Statutory Audit 1.25 2.5 1.20 1.60
As auditors - Tax Audit 0.25 0.5 0.40 -
As auditors - Cost Audit 0.2 0.4 0.43 0.25
As Internal Auditor 0.8 1.6
TOTAL 2.5 5.00 2.03 1.85

Additional information to the financial statements

Note 2.26: Disclosures under Accounting Standards- AS18 (Related Party Disclosure)
Disclosure of Related party transactions:
Details of related parties: Names of related parties
(a) Holding Company Kajal Fashionwear Agency Pvt Ltd
(b) Subsidiaries Nilachal Coffee & Agro Estate Pvt Ltd
(c) Key Management Personnel (KMP) Bibhudatta Panda
Geeta Rani Panda
Rishiraj Panda
188
 (d) KMP / Relatives of KMP's significant influence Nilachal Exim LLP
(e) Concern under Common Control Om Avi Carbon Resources Pvt Ltd

Details of related party transactions during the financial period ended 30 September, 2024 and balances outstanding as at
30 September, 2024
(Amount Rs. in Lakh)

Particulars Holding Subsidiaries Relatives Entities in Entities TOTAL

Company - - Nilachal of KMP which under
Kajal Coffee & KMP / common
Fashionwear Agro Estate Relatives control -
Agency Pvt Private of KMP Om Avi
Ltd Limited can Carbon
exercise Resources
significant Pvt Ltd
influence
- Nilachal
Exim
LLP

Related party transactions: - - - - - -

Sale of goods - - - - 396.10 396.10
Purchase of services - - - - 90.42 90.42
Directors Remuneration - - - - - -
Interest Income on Loan to Subsidiary - 4.90 - - - 4.90
Other Current Liability - - - - - -
Investments in equity instruments - - - - - -
Long-term Loans & Advance - - - - 1.96 1.96
Short Term Borrowings - - - - - -
Balances outstanding at the end of the year
Trade receivables - - - - - -
Trade Payables - - - - 298.88 298.88
Advance from customers - - - - 679.09 679.09
Long-term Borrowings - - - - - -
Short-term Borrowings - - - - - -
Long-term Loans & Advance - - - - 45.50 45.50
Non-Current Investment - - - - - -
* Fully repaid during the year. - - - - - -

Details of related party transactions during the financial period ended 30 September, 2024 and balances outstanding as at
30 September, 2024
(Amount Rs. In Lakh)
Particulars (KMP) - (KMP) - (KMP) - (KMP) TOTAL
Rishiraj Bibhudatta Geeta Rabi
Panda Panda Rani Narayan
Panda Sahu
Related party transactions: - - - - -
Sale of traded goods - - - - -
189
 Purchase of services - - - - -
Directors Remuneration 21.50 12.00 - - 33.50
Investments in equity instruments - - - -
Long-term Loans & Advance - - - - -
Short Term Borrowings - - - - -
Balances outstanding at the end of the year
Trade receivables - - - - -
Long-term Borrowings - - - - -
Payable to Director (Reimbursement) 18.45 - 18.45
(As taken, valued and certified by the management) - - - - -
Long-term Borrowings - - - - -
Short-term Borrowings - - - - -
Long-term Loans & Advance - - - -
Non-Current Investment - - - - -

Details of related party transactions during the financial year ended 31 March, 2024 and balances outstanding as at 31
March, 2024
(Amount Rs. In Lakh)
Particulars Holding Subsidiaries Relatives Entities in Entities TOTAL
Company - - Nilachal of KMP which under
Kajal Coffee & KMP / common
Fashionwear Agro Estate Relatives control -
Agency Pvt Private of KMP Om Avi
Ltd Limited can Carbon
exercise Resources
significant Pvt Ltd
influence
- Nilachal
Exim
LLP

Related party transactions: - - - - - -

Sale of goods - - - - 900.26 900.26
Purchase of services - - - - 326.30 326.30
Directors Remuneration - - - - - -
Interest Income on Loan to Subsidiary 4.31
Other Current Liability - - - - - -
Investments in equity instruments - - - - - -
Long-term Loans & Advance - - - - (244.72) (244.72)
Short Term Borrowings - - - 25.06*
Balances outstanding at the end of the year
Trade receivables - - - - - -
Trade Payables - - - - 194.00 194.00
Advance from customers - - - - 262.35 262.35
Long-term Borrowings - - - - - -
Short-term Borrowings - - - - - -
Long-term Loans & Advance - 43.54 43.54
Non-Current Investment - -
* Fully repaid during the year.
190
Details of related party transactions during the financial year ended 31 March, 2024 and balances outstanding as at 31
March, 2024
(Amount Rs. In Lakh)
Particulars (KMP) - (KMP) - (KMP) - (KMP) TOTAL
Rishiraj Bibhudatta Geeta Rabi
Panda Panda Rani Narayan
Panda Sahu
Related party transactions: - - - - -
Sale of traded goods - - - - -
Purchase of services - - - - -
Directors Remuneration 52.50 33.72 9.00 3.50 98.72
Investments in equity instruments - - - -
Long-term Loans & Advance - - - - -
Short Term Borrowings - - - - -
Balances outstanding at the end of the year
Trade receivables - - - - -
Long-term Borrowings - - - - -
Payable to Director (Reimbursement) 7.66 - 7.66
(As taken, valued and certified by the management) - - - - -
Long-term Borrowings - - - - -
Short-term Borrowings - - - - -
Long-term Loans & Advance - - -
Non-Current Investment - -

Details of related party transactions during the financial year ended 31 March, 2023 and balances outstanding as at 31
March, 2023
(Amount Rs. In Lakh)
Holding Subsidiarie Relative Entities Entities TOTA
Company - s - Nilachal s of in which under L
Kajal Coffee & KMP - KMP / common
Fashionwea Agro Rishiraj Relatives control -
r Agency Estate Panda of KMP Om Avi
Pvt Ltd Private can Carbon
Particulars Limited exercise Resource
significan s Pvt Ltd
t
influence
- Nilachal
Exim
LLP
Related party transactions: - - - - - -
Sale of goods - - - - 2,370.94 2,370.9
4
Purchase of services - - - 32.00 504.42 536.42
Salary - - 63.00 - - 63.00
Interest Income on Loan to Subsidiary - 17.09 - - - 17.09
Investments in equity instruments - - - - -
Long-term Loans & Advance - - - 311.75 311.75
Short Term Borrowings - - - 812.85* - -
Balances outstanding at the end of the
year
Trade receivables - - - - 219.55 219.55
191
 Trade Payables - - - - - -
Balances outstanding at the end of the year - - - - - -
Long-term Borrowings - - - - - -
Short-term Borrowings - - - - - -
Long-term Loans & Advance 288.25 288.25
Non-Current Investment -
* Fully repaid during the year.
Details of related party transactions during the year ended 31 March, 2023 and balances outstanding as at 31 March,
2023
(Amount Rs. In Lakh)
Particulars (KMP) Rabi (KMP) - (KMP) - TOTAL
Narayan Bibhudatta Geeta Rani
Sahu Panda Panda

Related party transactions: - - - -

Sale of traded goods - - - -
Purchase of services - - - -
Directors Remuneration 4.55 52.29 - 56.84
Investments in equity instruments - -
Long-term Loans & Advance - -
Short Term Borrowings - - - -
Balances outstanding at the end of the year
Trade receivables - - - -
Long-term Borrowings - - - -
Other Current Liability - 13.14 - 13.14
Long-term Borrowings - - - -
Short-term Borrowings - - - -
Long-term Loans & Advance -
Non-Current Investment -

Details of related party transactions during the year ended 31 March, 2022 and balances outstanding as at 31 March,
2022:

(Amount Rs. In Lakh)

Particulars Holding Subsidiarie Relatives Entities in Entities TOTA
Company s- of which under L
- Kajal Nilachal KMP - KMP / common
Fashionw Coffee & Rishiraj Relatives of control -
ear Agro Panda KMP can Om Avi
Agency Estate exercise Carbon
Pvt Ltd Private significant Resourc
Limited influence - es Pvt
Nilachal Ltd
Exim LLP
Related party trasactions: - - - -
Purchase of goods & services - - - 415.47 415.47
Sale of goods & services - - - 2,040.74 2,040.74
Directors Remuneration - - 56.55 - 56.55
192
 Short-term Borrowings (payable to - - - -
directors-reimbursement) - - - - -
Investments in equity instruments
Long-term Loans & Advance - 168.00 - 638.50 806.50
Finance (including loans and equity - - - - -
contributions in cash or in kind)

Balances outstanding at the end of the

year - - - 128.82 128.82
Trade receivables - - - - -
Long-term Borrowings Trade payables - - - - -
Short-term Borrowings (payable to
- - - - -
directors-reimbursement)
168.00 - - 168.00
Long-term Loans & Advance
- - - - -
Non-Current Investment

Details of related party transactions during the year ended 31 March, 2022 and balances outstanding as at 31 March,
2022:
(Amount Rs. In Lakh)
Particulars (KMP) - (KMP) - TOTAL
(KMP) Rabi Bibhudatta Geeta Rani
Narayan Sahu Panda Panda
Related party transactions: - - -
Purchase of goods & services Sale of goods & - - -
services - - -
Directors Remuneration 0.70 46.23 4.50 51.43
Short-term Borrowings (payable to directors- 15.44 15.44
reimbursement) Investments in equity instruments - - -
Long-term Loans & Advance - - -
Finance (including loans and equity contributions in - - -
cash or in kind) -
-
Balances outstanding at the end of the year
-
Trade receivables
- - -
Long-term Borrowings
- - -
Trade payables
- - -
Short-term Borrowings (payable to directors-
reimbursement)
Long-term Loans & Advance 19.93 - 19.93
Non-Current Investment - - -
- - -
-

Note 2.27: Disclosures under Accounting Standards- AS20 -EPS

Particulars Period Year ended March 31,

ended Sep
30,
2024 2024 2023 2022
Earnings per share
Basic
Continuing operations
Net profit / (loss) for the year from continuing operations (Rs in Lakh) 591.67 1581.81 1,481.68 1,258.42
Weighted average number of equity shares (in Lakh) 223.27 223.27 223.27 223.27
Par value per share (In Rs.) 10.00 10.00 10.00 10
193
 Earnings per share from continuing operations – Basic 2.65 7.08 6.64 5.64
Diluted
The diluted earnings per share has been computed by dividing the Net
Profit After Tax available for Equity Shareholders by the weighted
average number of equity shares, after giving dilutive effect of the
outstanding Warrants, Stock Options and Convertible bonds for the
respective periods. Since, the effect of the conversion of Preference shares
was anti-dilutive, it has been ignored.
Continuing operations
Net profit / (loss) for the year from continuing operations (Rs in Lakh) 591.67 1581.81 1,481.68 1,258.42
Add: Interest expense and exchange fluctuation on convertible bonds (net) - - - -
Profit / (loss) attributable to equity shareholders from continuing 591.67 1581.81 1,481.68 1,258.42
operations (on dilution) (Rs. In Lakh)
Weighted average number of equity shares for Basic EPS (in lacs) 223.27 223.27 223.27 223.27
Add: Effect of warrants, ESOPs and Convertible bonds which are dilutive 0.00 0.00 - -
Weighted average number of equity shares - for diluted EPS (In Lakh) 223.27 223.27 223.27 223.27
Par value per share (In Rs.) 0.00010 0.00010 0.00010 0.00010
Earnings per share, from continuing operations – Diluted 2.65 7.08 6.64 5.64

Note 2.28 : Disclosures under Accounting Standards- AS22 (Deferred Tax

Liability/(Assets)
Particulars Period ended Sep 30, As at March 31,
2024 2024 2023 2022
( Rs. In Lakh) ( Rs. In ( Rs. In ( Rs. In
Lakh) Lakh) Lakh)
Tax Expenses
Details of Income tax Expenses 203.77 58.17 0 11.95
Deferred Tax Expenses /(income) 5.74 2.27 (13.18) (10.79)
Total 209.52 60.44 (13.18) 1.16
Deferred tax (liability) / asset :
Opening Balance 78.09 75.82 89.00 99.79
Tax effect of items constituting deferred tax liability
- On difference between book balance and tax balance 6.36 2.36
of fixed assets
- Others (credit)/Charge - -
Tax effect of items constituting deferred tax liability 84.45 78.18 - -
Tax effect of items constituting deferred tax assets
- On difference between book balance and tax balance (0.62) (0.09) (13.18) (10.79)
of fixed assets
- Others - -
Tax effect of items constituting deferred tax assets (0.62) (0.09) (13.18) (10.79)

Net deferred tax (liability) / asset (0.62) (0.09) (13.18) (10.79)

Closing Balance 83.84 78.09 75.82 89.00

Note 2.29 : Entity consolidated as subsidiary in accordance with Accounting Standard 21-Consolidated Financial
Statements

194
 Name of the Enterprise Country of Proportion of
Incorporation ownership interest in
%
1. Nilachal Coffee & Agro Estate Pvt Ltd India 99.99%

Note 2.30 : Additional Information, as required under Schedule III to the Companies Act, 2013, of enterprises
consolidated as Subsidiary / Associates / Joint Ventures

Net Assets i.e. total Share in profit or loss

assets minus total
liabilities
Name of the Enterprise As % of Amount As % of Amount
consolidated (Rs. In consolidated (Rs. In
net assets lakh.) profit or loss lakh.)
Parent
Nilachal Carbo Metalicks Pvt Ltd 100.60 6,466.53 99.90 1,580.29

Subsidiary
Indian:
1. Nilachal Coffee & Agro Estate Pvt Ltd (0.60) (38.42) 0.10 1.52

Note 2.31 : Salient features of financial statements of Subsidiary as per Companies Act, 2013.

Sl. Name of Reporting Share Reserve Total Asset Total Turnover/ Profit % of
No. the Currency Capital & Liability Total after Share
Subsidiary Surplus Income Taxation Holding
1. Nilachal INR 94.53 99.05 288.92 95.34 17.91 1.52 99.99
Coffee &
Agro
Estate Pvt
Ltd

Note: : Contingent liabilities and commitments (to the

2.32 extent not provided for)
Particulars Period ended Sep 30, As at 31 March,
2024 2024 2023 2022
( Rs. In Lakh) ( Rs. In ( Rs. In ( Rs. In
Lakh) Lakh) Lakh)
(a) Contingent liabilities
Claims against the Company not acknowledged as debt 117.04 117.04 117.04 59.59
(Direct taxes and Indirect Taxes)
Guarantees 520.00 520.00 400.00 0.00
Other money for which the Company is contingently 0 0 0
liable
637.04 637.04 517.04 59.59
(b) Commitments
Estimated amount of contracts remaining to be executed - - -
on capital account and not provided for
Uncalled liability on shares and other investments partly - - -
paid
Other commitments - - -
637.04 637.04 517.04 59.59
195
Claims against the Company not acknowledged as debt

The Company has ongoing disputes with direct tax (income tax) and indirect tax (Entry Tax, VAT, Customs) authorities
relating to previous years. These demand orders are being contested by the Company based on the management evaluation and
advice of tax consultants. The Management including its tax consultants expect that its position will likely be upheld on
ultimate resolution and will not have a material adverse effect on the Company financial position and results of operations.

Guarantees

The Company has provided guarantees to banks for credit facilities availed by related party concern (Om Avi Carbon
Resources Pvt Ltd). The Company does not expect any outflow of resources in respect of the above. The amounts assessed as
contingent liability do not include interest that could be claimed by counter parties.

Note: 2.33 : Analytical

Ratios
Ratios As at 30- As at 31- As at 31-03- As at 31- Remarks for 25%
09-2024 03-24 2023 03-2024 change
a b c d a-b/b b-c/c c-d/d
(a) Current Ratio
Current Assets 10810.03 7,314.58 5,920.43 5,339.66
Current Liabilities 7175.95 4,334.06 3,660.55 4,686.67
1.51 1.69 1.62 1.14 (0.11) 0.04 0.42
(b) Debt-Equity Ratio
Total Debts 2480.35 2,613.81 1,883.68 1,007.21
Shareholder's Equity 7,019.78 6,428.11 4,846.30 3,364.61
0.35 0.41 0.39 0.30 (0.13) 0.05 0.30

(c) Debt Service Coverage

Ratio
Earnings available = Profit after 741.18 1,951.83 1,836.22 1,555.79
tax + Depreciation
Debt Service = Interest & Lease 300.18 615.68 435.64 439.01
Payments + Principal
Repayments
2.47 3.17 4.21 3.54 (0.22) 0.19
(0.25)

(d) Return on Equity Ratio

Net Profits after taxes 591.67 1,581.81 1,481.68 1,258.42
Shareholder's Equity 7,019.78 6,428.11 4,846.30 3,364.61
0.08 0.25 0.31 0.37 (0.66) (0.20) 0.18)

(e ) Inventory Turnover Ratio

Cost of good sold 8,032.87 22,258.31 22,404.42 16,085.90
Average Inventory 2,980.11 2,866.16 2,332.89 1,241.27
2.70 7.77 9.60 12.96 (0.65) 0.19) 0.26)

(f) Trade Receivables Turnover

Ratio
Credit Sales 9898.07 26,510.68 26,621.02 19,919.30
Average Accounts Receivable 3582.83 1,357.49 543.13 606.34
2.76 19.53 49.01 32.85 (0.86) (0.60) 0.49

196
(g) Trade Payables Turnover
Ratio
Credit Purchase 8,309.42 22,209.65 23,519.63 17,153.92
Average Trade Payable 3046.24 2,087.16 2,629.53 2,489.03
2.73 10.64 8.94 6.89 (0.74) 0.19 0.30

(h) Net Capital Turnover Ratio

Revenue from Operation 9898.07 26,510.68 26,621.02 19,919.30
Working Capital 3634.07 2,980.52 2,259.88 652.99
2.72 8.89 11.78 30.50 (0.69) (0.24) (0.61)

(i) Net Profit Ratio

Net Profit 591.67 1,581.81 1,481.68 1,258.42
Net Sales 9898.07 26,510.68 26,621.02 19,919.30
5.98% 5.97% 5.57% 6.32% 0.00 0.07 (0.12)

(j) Return on Capital Employed

Earnings before interest and 1015.05 2,128.03 1,877.44 1,596.24
taxes
Capital Employed 9583.97 9,120.01 6,805.80 4,460.82
0.11 0.23 0.28 0.36 (0.55) (0.15) (0.23)

Not 2.3 : Earning and Expenditure in foreign currency on accrual

e 4 basis
As at 30 Sept As at 31 March,
Particulars 2024 2024 2023 2022
( Rs. In ( Rs. In ( Rs. In
( Rs. In Lakh) Lakh) Lakh) Lakh)
(a) Foreign Currency Expenditure (Net off Remittance
Charges)
Earning - - - -
Purchase - - - -
Expenses - - 22.41 -
- - 22.41 -

Not 2.35 : Corporate Social

e Responsibility.
Period ended Sept 30, Year ended March 31,
Particular 2024 2024 2023 2022
( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh)
Contribution to Charity
Foundation
Outlay on Others CSR Projects 29.68 23.00 16.00 42.45

Total 29.68 23.00 16.00 42.45

Amount required to be spent as

per Section 135 of the Act
Amount spent during the year on: -
(1) Construction or Acquisition of - -

197
 Assets
(2) On purposes other than (1) 29.68 23.00 16.00 42.45
above
Total 29.68 23.00 16.00 42.45

Note 2.36 : Impact of restatement adjustments

Below mentioned is the summary of results of restatement adjustments made to the audited financial statements of the
respective financial years and its impact on profits.

Period ended Sept 30, Year ended March 31,

Particular 2024 2024 2023 2022
( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh) ( Rs. In Lakh)
Profit after tax as per Consolidated 591.67 1,581.81 1,481.68 1,258.42
Financial Statement
Adjustments to net profit as per audited
financial statements
Gratuity Expense - - - -
Increase / Decrease in - - - -
Expenses/Income (refer note (b)(i)
below)
Deferred Tax in respect of Adjustment - - - -

Restated Profit After Tax for the year 591.67 1,581.81 1,481.68 1,258.42

Note 2.37 : Additional Regulatory Information

a. Title deeds of immovable property not held in name of the Company

The title deeds of immovable property are all held in the name of the company as at the end of the reporting period.

b. Details of Benami Property held

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 therehunder.

c. Wilful Defaulter
The Company has not been declared wilful defaulter by any bank or financial institution or other lender.

d. Relationship with Struck Off Companies

The company does not have any transactions with companies struck off under section 248 of the Companies act 2013 or
section 560 of Companies Act 1956.

e. Registration of charges or satisfaction with Registrar of Companies

The company has no charges or satisfaction pending to be registered with Registrar of Companies.

f. Details of Crypto Currency or Virtual Currency

The company has not traded or invested in Crypto currency or Virtual currency during the financial year.

Note 2.38

No funds have been advanced / loaned / invested (from borrowed funds or from share premium or from any other sources / kind of
funds) by the Company to any other person(s) or entity(ies), including foreign entities (Intermediaries), with the understanding
198
(whether recorded in writing or otherwise) that the Intermediary shall (i) directly or indirectly lend or invest in other persons or
entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or (ii) provide any guarantee,
security or the like to or on behalf of the Ultimate Beneficiaries.

No funds have been received by the Company from any person(s) or entity(ies), including foreign entities (Funding Parties), with
the understanding (whether recorded in writing or otherwise) that the Company shall (i) directly or indirectly, lend or invest in other
persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or (ii) provide
any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

Note 2.39 : Notes On Restatement Made In The Restated Financials

1) The financial statements including financial information have been prepared after making such regroupings and
adjustments, considered appropriate to comply with the same. As result of these regroupings and adjustments, the amount
reported in the financial statements/information may not necessarily be same as those appearing in the respective audited
financial statements for the relevant period/years
2) Contingent liabilities and commitments (to the extent not provided for) - A disclosure for a contingent liability is also
made when there is a possible obligation that may, require an outflow of the Company's resources.
3) Figures have been rearranged and regrouped wherever practicable and considered necessary.
4) The management has confirmed that adequate provisions have been made for all the known and determined liabilities and
the same is not in excess of the amounts reasonably required to be provided for
5) The balances of trade payables, trade receivables, loans and advances are unsecured and considered as good are subject
to confirmations of respective parties concerned.
6) Realizations: In the opinion of the Board and to the best of its knowledge and belief, the value on realization of current
assets and loans and advances are approximately of the same value as stated.
7) Contractual liabilities. All other contractual liabilities connected with business operations of the Company have been
appropriately provided for
8) Amounts in the financial statements: Amounts in the financial statements are rounded off to nearest lakhs. Figures in
brackets indicate negative values.

Particulars Freeh Freehol Plant and Office Com Furni Vechile TOTAL Capital Intang
old d Machiner Equipm pute ture s Work-in- ible
Land Buildin y ent rs and Progress Assets
gs Fittin
gs
Gross Carrying Amount
At 1st April,2021 233.15 960.82 3,432.40 18.34 14.65 50.83 600.81 5,311.00 -
Additions/Adjustments 37.04 10.22 72.49 2.59 2.25 24.21 209.46 358.26 416.62
during the year
Disposals during the year 127.54 - - - - - - 127.54 -
At 1st April,2022 142.66 971.03 3,504.89 20.93 16.90 75.04 810.27 5,541.72 416.62 -
Additions/Adjustments 41.06 368.53 392.83 7.09 1.50 100.76 43.50 955.27 671.09 -
during the year
Disposals during the year - - - - - - - - (689.78) -
At 31st March,2023 183.72 1,339.56 3,897.72 28.02 18.40 175.80 853.77 6,496.99 397.93 -
Additions/Adjustments 3.60 296.54 396.58 0.56 1.66 23.91 26.51 749.36 1,199.68 -
during the year
Disposals during the year - - - - - - - - (633.18)
At 31st March,2024 187.32 1,636.11 4,294.30 28.58 20.06 199.71 880.28 7,246.36 964.43 -
Additions/Adjustments - - 0.40 - - - - - - -
during the year
Disposals during the year - - - - - - - - - -
At 30th September,2024 187.32 1,636.11 4,294.70 28.58 20.06 199.71 880.28 7,246.36
Accumulated
Depreciation and
Impairment
At 1st April,2021 - 495.42 2,241.98 13.99 13.83 38.27 436.71 3,240.19
Depreciation charge for the - 47.64 117.94 3.16 1.90 8.88 117.86 297.37 -
year
At 1st April,2022 - 543.05 2,359.92 17.15 15.73 47.14 554.57 3,537.56 - -
Depreciation charge for the - 77.29 144.60 5.07 1.63 32.72 93.25 354.55 - -

199
 year
At 31st March,2023 - 620.34 2,504.52 22.22 17.36 79.86 647.82 3,892.11 - -
Depreciation charge for the - 94.45 169.15 3.28 1.99 30.45 70.70 370.02 - -
year
At 31st March,2024 - 714.79 2,673.67 25.50 19.35 110.31 718.51 4,262.13 - -
Depreciation charge for the - 41.87 74.52 0.61 0.17 10.63 21.72 149.51
year
At 30th September,2024 756.66 2748.19 26.11 19.52 120.95 740.24 4,411.65

Net Book Value as at 1st 233.15 465.40 1,190.41 4.35 0.82 12.56 164.10 2,070.81 - -
April,2021
Net Book Value as at 31st 142.66 427.98 1,144.97 3.78 1.17 27.90 255.70 2,004.16 416.62 -
March,2022
Net Book Value as at 31st 183.72 719.22 1,393.20 5.80 1.04 95.94 205.95 2,604.88 397.93 -
March,2023
Net Book Value at 31st 187.32 921.32 1,620.63 3.08 0.70 89.39 161.77 2,984.22 964.43 -
March,2024
Net Book Value as at 30th 187.32 879.45 1546.51 2.48 0.54 78.76 140.06 2,835.51 964.43 -
September,2024

Particular As at 30th September'2024 As at 31st As at 31st As at 1st April, 2022

March'2024 March'2023
INR Lacs INR Lacs INR Lacs INR Lacs
Property, Plant and Equipment 2,835.51 2,984.22 2604.88 2,004.16
Capital Work-in-progress (Less Than 964.43 964.43 397.93 416.62
One Year )
Intangible Assets 0 0 0 0

As per our report of even date attached. For and on behalf of the Board of Directors of
FOR GOUTAM & Co.
Chartered Accountants Nilachal Carbo Metalicks Limited
FRN - 326869E
(CA Goutam Lenka)

Geeta Rani Panda Bibhu Datta Panda

(Director) (Managing Director)
DIN: 03283801 DIN: 01579026
Partner
M. No. : 067906
UDIN: 24067906BKGAEX6199
Haraprasad Rout Sunil Kumar Mishra
Place: Bhubaneswar (Company Secretary) (Chief Financial Officer)
Date: 21/10/2024 PAN: AKGPR4705H PAN: GVQPM9768G

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 OTHER FINANCIAL INFORMATION

The accounting ratios derived from Restated Consolidated Financial Statements required to be disclosed under the SEBI
ICDR Regulations are set forth below:

Particulars For the period ended on

September 30, March 31, 2024 March 31, March 31,
2024 2023 2022
Basic Earnings per Equity Share (Rs.)* 2.65 7.08 6.64 5.64
Diluted Earnings per Equity Share (Rs.) 2.65 7.08 6.64 5.64
Return on net worth (in %) 8.43%** 24.61% 30.57% 37.40%
Net Asset Value per Equity Share (Rs.)* 31.44 28.79 21.71 15.07
EBITDA 1,164.57 2,498.05 2,231.98 1,893.61
*Equity Shares includes bonus shares, if any, issued by the Company – Nil
** Not annualized

Notes:

(1) The ratios on the basis of Restated Financial Statements have been computed as below:

Basic and = Net profit/(loss) as restated, attributable to Shareholders Weighted average

Diluted number of Equity Shares outstanding during the year
Earnings per
share (₹)
Return on Net = Restated net profit after tax for the year attributable to the owners of the
Worth (%) Company /
Restated equity attributable to owners of the Company excluding the reserves
created out of revaluation of assets
Net asset = Restated equity attributable to owners of the Company excluding reserves
value per created out of revaluation of assets /
Equity Share Number of Equity Shares outstanding during the year post sub-division
Net Assets = Total Assets minus total liabilities (excluding revaluation reserves)

(2) Weighted average number of Equity Shares is the number of Equity Shares outstanding at the beginning of the year
adjusted by the number of Equity Shares issued during the year multiplied by the time weighting factor. The time
weighting factor is the number of days for which the specific shares are outstanding as a proportion of total number of
days during the year. This has been adjusted for all periods presented by giving effect to the subdivision subsequent to
the balance sheet date.

(3) “Net worth” means the aggregate value of the paid-up share capital and all reserves created out of the profits and
securities premium account and debit or credit balance of profit and loss account, after deducting the aggregate value
of the accumulated losses, deferred expenditure and miscellaneous expenditure not written off, but does not include
reserves created out of revaluation of assets, write-back of depreciation and amalgamation.

(4) The above ratios have been computed on the basis of the Restated Financial Statements.

(5) “EBITDA” means earnings before interest, tax, depreciation and amortization. It has been calculated as follows: profit
before tax + finance cost + depreciation and amortization expense.

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 Annexure A

Ratios for Other Information Certificate

(Rs. in lakh)
Sr. Particulars September 30, FY 2024 FY 2023 FY 2022
No. 2024
a) Reconciliation of Net Worth
Equity Share Capital 2,232.70 2,232.70 2,232.70 2,232.70
Reserves & Surplus 4,787.08 4,195.41 1,613.60 1,131.91
Net worth (A) 7,019.78 6,428.11 4,846.30 3,364.61
b) Reconciliation of Return on Net Worth
Restated Profit/(loss) attributable to equity 591.67 1,581.81 1,481.68 1,258.42
shareholders of the Parent (B)
Return on net worth (%) (C=B/A) 8.43%* 24.61% 30.57% 37.40%
c) Reconciliation of Net Asset Value (per Equity Share)
Net worth (D) 7,019.78 6,428.11 4,846.30 3,364.61
Weighted average number of Equity Shares 2,23,27,000 2,23,27,000 2,23,27,000 2,23,27,000
outstanding during the financial year (E)**
Net Asset Value per Share (in Rs) (F=D/E) 31.44 28.79 21.71 15.07
d) (i) Reconciliation of restated profit for the financial year
to EBITDA
Restated Profit/(loss) for the financial year (G) 591.67 1,581.81 1,481.68 1,258.42
Tax expense (H) 209.53 60.44 (13.18) 1.16
Finance costs (I) 213.86 485.78 408.94 336.66
Depreciation and amortization expense (J) 149.51 370.02 354.54 297.37
EBITDA (K=G+H+I+J) 1,164.57 2,498.05 2,231.98 1,893.61
d (ii) EBITDA Margin for the year
Total Revenue from Operation (L) 9,898.07 26,510.68 26,621.02 19,919.30
EBITDA (K) 1,164.57 2,498.05 2,231.98 1,893.61
EBITDA Margin (%) (M=K/L) 11.77% 9.42% 8.38% 9.51%
e) Reconciliation of return on capital employed
EBIT (N) 1,015.05 2,128.03 1,877.44 1,596.24
Total Debt (O) 2,480.35 2,613.81 1,883.68 1,007.21
Return on Capital Employed [P=N/(D+O)] 10.68%* 23.54% 27.90% 36.51%
f) Reconciliation of Debt to Equity Ratio
Total Debt (O) 2,480.35 2,613.81 1,883.68 1,007.21
Net worth (D) 7,019.78 6,428.11 4,846.03 3,364.61
Debt to Equity Ratio (Q=O/D) 0.35 0.41 0.39 0.30
* Not annualized
** Equity Shares includes bonus shares issued by the Company - Nil

202
 MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL POSITION AND RESULTS OF OPERATIONS

You should read the following discussion of our financial condition and results of operations together with our restated financial
information as of and for the period ended September 30, 2024 and the financial years ended March 31, 2024, 2023 and 2022, all
prepared in accordance with the Companies Act and Indian GAAP and restated in accordance with the SEBI ICDR Regulations,
including the schedules, annexures and notes thereto and the reports thereon, included in the section titled "Financial
Information" on page 161. Unless otherwise stated, the financial information used in this section is derived from the restated
financial statements of our Company.

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 set forth in the sections titled "Risk Factors" and "Forward-Looking Statements" on pages 22 and 14
respectively.

These financial statements have been prepared in accordance with Indian GAAP and the Companies Act. Indian GAAP differs
in certain significant respects from U.S. GAAP, IFRS and Ind AS. We have neither attempted to quantify the impact of IFRS or
U.S. GAAP on the financial data included in this Draft Prospectus nor do we provide a reconciliation of our financial statements
to those under U.S. GAAP or IFRS or Ind AS. Accordingly, the degree to which the Indian GAAP financial statements included
in this Draft Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with the
Companies Act, Indian GAAP and the SEBI ICDR Regulations. Any reliance on the financial disclosure in this Draft Prospectus,
by persons not familiar with Indian Accounting Practices, should accordingly be limited.

References to the "Company", "we", "us" and "our" in this chapter refer to Nilachal Carbo Metalicks Limited, as applicable in
the relevant financial years, unless otherwise stated.

Note: some of the statements in the Chapter describing our objectives, outlook, estimates, expectations or prediction may be the
"Forward Looking Statements" within the meaning of applicable securities laws and regulations. Actual results could differ
materially from those expressed or implied. Important factors that could make a difference to our operations include, among
others, economic conditions that may be affecting demand/supply and price conditions in domestic and overseas market in which
we operate, changes in Government Regulations, Tax Laws and other Statutes, geo political limitations, conditions & sanctions
which may affect international shipping routings, freight rates & business and incidental factors.

OVERVIEW OF OUR BUSINESS

Our Company was incorporated as a private limited company in February 2003 and converted into a public limited company in
February 2024. Our Company is engaged in the business of manufacturing of Low Ash Metallurgical (“LAM”) Coke. Our
Company has specialized in making Ferro Alloy Grade coke and building a long-term customer relationship with most of the top
ferro chrome manufacturers in the country. Our owned Plant is located at Baramana, Jajpur, Odisha where we currently operate
3 (three) batteries with 32 ovens in each battery (total 96 ovens) with an annual manufacturing capacity of 60,000 Metric Tonnes
Per Annum (MTPA). Our Company also has second Plant having manufacturing facilities on leased basis from Srinivasa Coke
Private Limited at Visakhapatnam, Andhra Pradesh which is having one battery with 18 ovens with the installed capacity of
18,000 MTPA. The total aggregating capacity of our Company (owned + leased) is 78,000 MTPA for both the units. Our
Company also has a tie-up for contract manufacturing for our product with Om Avi Carbon Resources Private Limited and make
use of their 24,000 MTPA capacity for our use.

Our Company is now proposing to install one more additional battery with 36 ovens to install additional capacity of 34,400
MTPA of LAM Coke at existing vacant land available at our existing Plant at Baramana, Jajpur, Odisha. After implementation
of the proposed expansion, our Company’s own total capacity will be 94,400 MTPA and total capacity (including leased one)
shall be 1,12,400 MTPA. The below are the details of the manufacturing capacities:

Particluars Type Installed Capacity (in MTPA)

Nilachal Carbo Metalicks Limited Owned 60,000
203
 Srinivasa Coke Private Limited On lease basis 18,000
Total (owned + leased basis) - 78,000
Om Avi Carbon Resources Private Limited Tied-up for Contract Manufacturing 24,000
Total - 1,02,000
Proposed Expansion through the Issue Owned 34,400
Total Capacity Post Expansion 1,36,400

Mr. Bibhu Datta Panda, our Promoter and founder director, is a first-generation entrepreneur with more than two decades of
enriched experience in the coal industry. He has vast knowledge and experience in manufacturing of Low Ash Metallurgical
Coke and its marketing.

DISCUSSION OF RESULT OF OPERATION

As a result of the various factors discussed above that affect our income and expenditure, our results of operations may vary from
year to year. The following table sets forth certain information with respect to our results of operations for the period ended
September 30, 2024 and the Fiscal Years 2024, 2023 and 2022 as derived from our consolidated restated financial statements:

Brief Key Financials of our Company:

(Rs. in lakh except percentages and ratios)
As of and for the period ended
Particulars September March 31, March 31, March 31,
30, 2024 2024 2023 2022
Revenue from Operations (Net of Taxes) 9,898.07 26,510.68 26,621.02 19,919.30
Other Income 19.99 201.97 224.96 139.00
Total Income 9,918.06 26,712.65 26,845.98 20,058.30
Profit Before Interest, Depreciation and Amortisation
1,164.57 2,498.05 2,231.98 1,893.61
(EBITDA)
EBITDA Margin 11.77% 9.42% 8.38% 9.51%
Finance Cost 213.86 485.78 408.94 336.66
Depreciation and Amortisation 149.51 370.03 354.54 297.37
Profit After Tax (PAT) 591.67 1,581.81 1,481.68 1,258.42
PAT Margin 5.98% 5.97% 5.57% 6.32%
Net Worth 7,019.78 6,428.11 4,846.30 3,364.61
ROE 8.43%* 24.61% 30.57% 37.40%
ROCE 10.68%* 23.33% 27.59% 35.78%
* Not annualized

Notes:
• Revenue from Operations (Net of Taxes) means the Revenue from Operations as appearing in the Restated Financial Statements.
• Other Income as per Restated Financial Statements
• EBITDA is calculated as Profit before tax + Finance Cost +Depreciation & Amortisation.
• EBITDA Margin is calculated as EBITDA divided by Revenue from Operations
• PAT Margin is calculated divided by Revenue from Operations
• Net worth means the aggregate value of the paid-up share capital and reserves and surplus.
• Return on Equity is ratio of Profit after Tax divided by Shareholder Equity
• RoCE (Return on Capital Employed) is calculated as Earnings Before Interest and Tax (EBIT) (i.e., Profit before tax + Finance Cost) divided by
capital employed, which is defined as total equity (i.e. net worth) and long term/short term debt.

Our Strengths:

• Experienced Management Team: Our management team is spearheaded by Mr. B. Panda, whose vast experience spans
over two decades in LAM Coke manufacturing. His leadership has been pivotal in the company's success. He is

204
 supported by Mr. Rishi R. Panda, a mechanical engineer with over five years of industry experience, who works closely
under his guidance.

• Strong Customer Base: Our company has strong customer base such as Vedanta-Ferro Alloys Corporation Limited, Tata
Steel Limited, Shyam Metalics and Energy Limited, Jindal Stainless Limited, Rimjhim Ispat Limited and Balasore
Alloys Limited. Our strong relationships with these top-tier clients enhance our market position, providing stability and
long-term business opportunities.

• Strategically Location: Our Plant is strategically located with excellent connectivity to Ports, Railway, Highway and
Large Steel and Ferro Alloys plants. Connectivity with National highway - Just 15 kms from NH-5, the major Kolkata-
Chennai highway, ensuring seamless transportation and logistical convenience.

• Mechanized Operations with In-House Quality Control: Our plant is equipped with essential mechanical systems for
Coal unloading, blending, & charging, Coke discharging, quenching, cutting/sizing and loading. Additionally, our in-
house quality control laboratory ensures that each batch of coke adheres to strict customer specifications, with a strong
focus on defect identification and prevention.

• Quality Production: Our company has a proven track record as a reliable producer of high-quality Low Phos & Ultra
Low Phos (“ULP”) Low Ash Metallurgical (LMC) Coke / Nut Coke recognized in the metallurgical industry.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our financial condition and results of operations are affected by numerous factors and uncertainties, including those discussed in
the section entitled "Risk Factors" on page no. 22. The following are certain factors that have had, and we expect will continue
to have, a significant effect on our financial condition and results of operations:

➢ Global GDP growth and growth of Indian GDP will have impact on growth
➢ import threats
➢ Prevailing commercial freight rates;
➢ Changes in laws or regulations specially imports
➢ Political in Stability of the Country;
➢ Competition from existing players;
➢ Our dependence on limited number of customers/suppliers for a significant portion of our revenues;
➢ Any failure to comply with the financial and restrictive covenants under our financing arrangements;
➢ Failure to adapt to the changing technology in our industry of operation may adversely affect our business and
financial condition;
➢ Occurrence of Environmental Problems & Uninsured Losses;
➢ The performance of the financial markets, Steel Industry Coal and Coke Prices in India and globally;
➢ Our ability to expand our geographical area of operation;

SIGNIFICANT ACCOUNTING POLICIES

The consolidated financial statements have been prepared under the historical cost convention on an accrual basis and materially
comply with the mandatory Accounting Standards as prescribed under Section 133 of the Companies Act, 2013 (’Act’) read with
Rule 7 of the Companies (Accounting) Rules, 2014 the provisions of the Act (to the extent notified). The accounting policies
have been applied consistently to the years presented in the Restated Financial Statements. For details of significant accounting
policies on consolidated accounts, please refer section titled "Restated Financial information" starting on page 164.

RESULTS OF OUR OPERATIONS

205
As a result of the various factors discussed above that affect our income and expenditure, our results of operations may vary from
year to year. The following discussion on results of operations should be read in conjunction with the Restated Financial
Statements of Company:
(Amount ₹ in lakhs)
Particulars September 30, 2024 Financial Year 2024 Financial Year 2023 Financial Year 2022
Amount % of Amount % of Amount % of Amount % of
Total Total Total Total
Income Income Income Income
Revenue from Operations (Net 9,898.07 99.80% 26,510.68 99.24% 26,621.02 99.16% 19,919.30 99.31%
of Taxes)
Other Income 19.99 0.20% 201.97 0.76% 224.96 0.84% 139.00 0.69%
Total Income 9,918.06 100% 26,712.65 100% 26,845.98 100% 20,058.30 100%
Expenditure
Cost of Material Consumed 8,303.31 83.72% 22,592.13 84.57% 23,499.23 87.53% 16,258.33 81.06%
Changes in Inventories (270.45) (2.73%) (333.83) (1.25%) (1094.81) (4.08%) (172.42) (0.86%)
Power & Fuel Expenses 86.05 0.87% 240.14 0.90 231.64 0.86 242.06 1.21
Direct Expenses 343.93 3.47% 931.86 3.49 1068.02 3.98 789.96 3.94
Employees benefits 83.74 0.84% 231.14 0.87% 269.60 1.00% 176.67 0.88%
Finance costs 213.86 2.16% 485.78 1.82% 408.94 1.52% 336.66 1.68%
Depreciation and Amortization 149.51 1.51% 370.03 1.39% 354.54 1.32% 297.37 1.48%
expenses
Other Expenses 206.90 2.09% 553.16 2.07% 640.31 2.39% 870.09 4.34%
Total Expenses 9,116.87 91.92% 25,070.39 93.85% 25,377.47 94.53% 18,798.72 93.72%
Profit /(Loss) before tax 801.19 8.08% 1,642.25 6.15% 1,468.50 5.47% 1,259.58 6.28%
Tax expense:
- Current Tax 203.77 2.05% 58.17 - - - 11.95 -
- Deferred Tax 5.75 0.06% 2.27 - (13.18) - (10.79) -
Net Tax expenses 209.53 2.11% 60.44 0.23% (13.18) (0.05%) 1.16 0.01%
Profit/(Loss) after tax 591.67 5.97% 1,581.81 5.92% 1,481.68 5.52% 1,258.42 6.26%

PRINCIPAL COMPONENTS OF OUR STATEMENT OF PROFIT AND LOSS ACCOUNT

Total Income

Our Total Income for the period ended September 30, 2024 and the Fiscal 2024, Fiscal 2023 and Fiscal 2022, were amounting to
₹ 9,918.06 lakh, ₹ 26,712.65 lakh, ₹ 26,845.98 lakh, and ₹ 20,058.30 lakh respectively. Following is the break-up of our Total
Income from operations for the period ended September 30, 2024 and the Fiscal 2024, Fiscal 2023 and Fiscal 2022.

Our revenue comprises of:

Revenue from Operations

Our revenue from operations consists of revenue from sale of the following products:
(₹ in Lakhs)
For the period ended on
Nature of Sale September 30, 2024 March 31, 2024 March 31, 2023 March 31, 2022
Sales % Sales % Sales % Sales %
Sale of Goods
Sale of LAM Coke 9,127.51 92.22% 23,699.62 89.40% 23,856.02 89.61% 17,463.86 87.67%
Sale of Coke Fines 669.17 6.76% 2,613.97 9.86% 2,742.59 10.30% 2,328.45 11.69%
Other Income 101.38 1.02% 197.08 0.74% 22.41 0.08% 126.99 0.64%
Total 9,898.07 100.00% 26,510.68 100.00% 26,621.02 100.00% 19,919.30 100.00%

206
Our revenue from operations as a percentage of total income was 99.80%, 99.24%, 99.16%, 99.31%, for the period ended
September 30, 2024, March 31, 2024, March 31, 2023 and March 31, 2022 respectively.

Other Income

Our other income comprises of interest & other non-operating Income, details are given below:

(Amount ₹ in lakhs)
Particulars Period ended
September 30, March 31, March 31, March 31,
2024 2024 2023 2022
Interest income 10.72 101.24 130.48 65.28
Other non-operating income (net of expenses directly 9.27 100.73 94.48 73.72
attributable to such income)
Interest income 19.99 201.97 224.96 139.00

Other income, as a percentage of total income was 0.20%, 0.76%, 0.84%, and 0.69% for the period ended September 30, 2024
and Year ended March 31, 2024, March 31, 2023, and March 31, 2022 respectively.

Total Expenses

Our total expenses for the period ended September 30, 2024 and for the year ended March 31, 2024, March 31, 2023, and March
31, 2022 primarily consist of the following:

Cost of Material Consumed

The cost of raw material consumed consist of coking coal and other items with changes in Inventories. The year wise details of
coast of material consumed is as under:
(Amount ₹ in lakhs)
Particulars September 30, March 31, 2024 March 31, 2023 March 31, 2022
2024
Cost of Material 8,303.31 22,592.13 23,499.23 16,258.33
Change in Inventories (270.45) (333.83) (1094.81) (172.42)
Cost of Material Consumed 8,032.86 22,258.30 22,404.42 16,085.91

The cost of Material Consumed, as a percentage of total income was 80.99%, 83.32%, 83.46%, and 80.20% for the period ended
September 30, 2024 and for the Year ended March 31, 2024, March 31, 2023, and March 31, 2022 respectively.

Employee Benefit Expenses

Expenses in relation to employees’ benefit expenses include Salary & Wages, contribution to provident and other funds, bonus
staff welfare and Gratuity Expenses. Employee benefit expenses, as a percentage of total income was 0.84%, 0.87%, 1.00%, and
0.88% for the period ended September 30, 2024 and for the year ended March 31, 2024, March 31, 2023 and March 31, 2022
respectively.

Finance costs

Finance cost primarily consists of interest payable on borrowings availed by our Company from banks & other borrowing cost
includes bank charges, commission & LC charges. The Finance cost, as a percentage of total income was 2.16%, 1.82%, 1.52%,
and 1.68% for the period ended September 30, 2024 and for the year ended March 31, 2024, March 31, and March 31, 2022
respectively.

207
Depreciation and Amortization Expenses

Depreciation expenses consist of depreciation on the tangible assets of our Company which includes Building, Plant and
Machineries, Computer, Furniture and Fixtures, Office Equipment and Motor Vehicle. Depreciation expenses, as a percentage of
total income was 1.51%, 1.39%, 1.32%, and 1.48% for the period ended September 30, 2024 and for the year ended March 31,
2024, March 31, 2023, and March 31, 2022 respectively.

Other Expenses

Other expenses include stores & Consumables, Power & Fuel, Labour Charges, transportation, coke conversion charges,
Directors remuneration, professional fees, business promotion, conveyance, audit Fees, rent, repair and maintenance, travelling
expenses, Consultancy charges, office expenses, printing & stationery, commission, Insurance etc. Other expenses, as a
percentage of total income was 2.09%, 2.07%, 2.39%, and 4.34% for the period ended September 30, 2024 and for the year ended
March 31, 2024, March 31, 2023, and March 31, 2022 respectively.

Provision for Tax

Income tax has been provided on the basis of current income tax rate on taxable income. Advance tax and TDS deducted has
been set off against provisions for taxation at the time of finalization of Income tax assessment proceedings. The deferred tax
assets are recognized and carried forward only to the extent that there is virtual certainty that the asset will be realized in future.
Provision for tax, as a percentage of total income was 2.11%, 0.23%, (0.05)%, and 0.01% for the period ended September 30,
2024 and for the year ended March 31, 2024 March 31, 2023 and March 31, 2022 respectively.

Financial Year 2024 compared to Financial Year 2023:

(Amount ₹ in lakhs)
Sr.
Particulars For Fiscal 2024 For Fiscal 2023 % Change
No.
1 Revenue from Operation 26510.68 26,621.02 -0.41%
2 Other Income 201.97 224.96 -10.22%
Total Income (1+2) 26,712.65 26,845.98 -0.50%
3 Expenditure
(a) Cost of Raw Materials Consumed 22,258.30 22,404.42 -0.65%
(b) Power & Fuel Expenses 240.14 231.64 3.67
(c ) Direct Expenses 931.86 1,068.02 -12.75
(d) Employee Benefit Expenses 231.14 269.60 -14.26%
(e) Finance Cost 485.78 408.94 18.79%
(f) Depreciation & Amortization 370.03 354.54 4.37%
(j) Other Expense 553.16 640.31 -13.61%
4 Total Expenditure 3(a) to 3(e) 25,070.41 25,377.47 -1.21%
5 Profit/(Loss) Before Tax (1+2-4) 1,642.24 1,468.50 11.83%
6 Tax Expense:
(a) Current Tax 58.17 -
(b) Deferred Tax 2.27 (13.18)
Net Current Tax Expenses 60.44 (13.18)
7 Profit/(Loss) for the Period/Year (5-6) 1,581.81 1,481.68 6.76%

Revenue from Operation

208
Revenue from operations had marginally decreased by just 0.41% %, from Rs. 26,621.02 lakhs in Fiscal 2023 to Rs. 26,510.68
lakh in Fiscal 2024. This decrease in Revenue was on account of some product mix with respect to previous year, which had
impacted our revenue from operations marginally by Rs. 110.34 lakhs.

Other Income

Other income had decreed by 10.22%, from Rs. 224.96 lakh in Fiscal 2023 to Rs. 201.97 lakh in Fiscal 2024 on account of
reduction in interest income due to reduction of interest rate on deposits against LC. The other income is reduced by Rs. 22.99
lakhs in the FY 2024 corresponding to its previous year.

Cost of Raw Material Consumed

The raw material consumption during the FY 2024 is reduced by Rs. 146.13 lakhs as compared to its previous year. This is
decreased by 0.65%, from Rs. 22,404.42 lakh in Fiscal 2023 to Rs. 22,258.29 lakhs in Fiscal 2024. The revenue from operation
had been also decreased by 0.41%. This decreased is very marginal and almost comparable with previous year.

Employee Benefit Expenses

Employee benefit expenses had been decreased by 14.79%, from Rs.269.60 lakhs in Fiscal 2023 to Rs. 231.14 lakhs in Fiscal
2024 on account of decrease in salaries & wages due to part of production was on job work basis. Hence direct employees benefits
decreased to that extant.

Finance Cost

Finance Cost had increased by 18.79% from Rs. 408.94 lakhs in Fiscal 2023 to Rs. 485.78 lakhs in Fiscal 2024. This is primarily
due to increase in bank charges, Commission and LC charges.

Depreciation and Amortization Expenses

Depreciation had increased by 4.37%, from Rs. 354.54 lakhs in Fiscal 2023 to Rs. 370.02 lakhs in Fiscal 2024 as fixed assets
addition have increased during the Fiscal 2024.

Other Expenses

Other expenses had decreased by -13.61% from Rs. 640.31 lakh in Fiscal 2023 to Rs. 553.16 lakh in Fiscal 2024. This is primarily
due to decrease in coke conversion chares by Rs. -87.16 lakhs during the FY 2024 to FY 2023.

Tax Expenses

The Company’s tax expenses had increased from Rs. (13.18) lakh in the Fiscal 2023 to Rs. 60.44 lakh in Fiscal 2024. This is
primarily due to decrease in profit before tax from Rs. 1,468.50 Lakh in Fiscal 2023 to Rs. 1,642.25 Lakh in Fiscal 2024.

Profit after Tax

The Company’s profit after tax had increased by 6.76% from Rs. 1,481.68 lakhs in the Fiscal 2023 to Rs. 1,581.81 lakhs in Fiscal
2024. This increase in Profit After Tax was on account of decrease in the total expenses on accounts of factors as explained above
under various head of total expenses.

Financial Year 2023 compared to Financial Year 2022:

(Amount ₹ in lakhs)
Sr. For Fiscal For Fiscal %
Particulars
No. 2023 2022 Change
209
 1 Revenue from Operation 26,621.02 19,919.30 33.64%
2 Other Income 224.96 139.00 61.84%
Total Income (1+2) 26,845.98 20,058.30
3 Expenditure
(a) Cost of Raw Materials Consumed 22,404.42 16,085.91 39.28%
(b) Power & Fuel Expenses 231.64 242.06 -4.31%
(c) Direct Expenses 1068.02 789.96 35.20
Employee Benefit Expenses 269.60 176.67 52.60%
Finance Cost 408.94 336.66 21.47%
(d) Depreciation & Amortization 354.54 297.37 19.23%
(e) Other Expense 640.31 870.09 -26.41%
4 Total Expenditure 3(a) to 3(e) 25,377.48 18,798.72 35.00%
5 Profit/(Loss) Before Tax (1+2-4) 1,468.50 1,259.58 16.59%
6 Tax Expense:
(a) Current Tax - 11.95
(b) Deferred Tax (13.18) (10.79)
Net Current Tax Expenses (13.18) 1.16
7 Profit/(Loss) for the Period/Year (5-6) 1,481.68 1,258.42 17.74%

Revenue from Operation

Revenue from operations had increased by 33.64%, from Rs. 19,919.30 lakh in Fiscal 2022 to Rs. 26,621.02 lakh in Fiscal 2023.
This increase in Revenue from operation was on accounts of increased business volume.

Other Income

Other income had increased by 61.84%, from Rs. 139.00 lakh in Fiscal 2022 to Rs. 224.96 lakh in Fiscal 2023. In the Fiscal Year
2023, there had been largely increased in Interest income and also other non-operating income.

Cost of Raw Material Consumed

Cost of raw material consumed had been increased by 39.28%, from Rs. 16,085.91 lakh in Fiscal 2022 to Rs. 22,404.42 lakh in
Fiscal 2023, this is due to increase in revenue from operation. This has resulted into correspondingly increase in the cost of Raw
Material Consumed.

Employee Benefit Expenses

Employee benefit expenses had been increased by 52.24%, from Rs. 178.18 lakh in Fiscal 2022 to Rs. 271.27 lakh in Fiscal 2023
on account of increase in salaries & wages of employees and also staff welfare expenses, which has resulted into increase in the
cost of the Employee benefit expenses.

Finance Cost

Finance Cost had increased by 21.47% from Rs.336.66 lakhs in Fiscal 2022 to Rs. 408.94 lakhs in Fiscal 2023. This is primarily
due to increase in interest expenses on borrowings and bank charges, commission and LC charges.

Depreciation and Amortization Expenses

Depreciation had increased by 19.23%, from Rs. 297.37 lakh in Fiscal 2022 to Rs. 354.54 lakh in Fiscal 2023 due to additions of
fixed assets during the FY 2024.

210
Other Expenses

Other expenses had increased by -26.41% from Rs. 870.09 lakh in Fiscal 2022 to Rs. 640.31 lakh in Fiscal 2023. This is in line
with increase in Revenue from operations and primarily due to increase in coke conversion charges and sales commission
expenses, Travelling & conveyance expenses, Lease rent etc in FY 2024.

Tax Expenses

The Company’s tax expenses had decreased from Rs. 1.16 lakh in the Fiscal 2022 to Rs. (13.18) lakhs in Fiscal 2023. This is
primarily due to deferred tax.

Profit after Tax

The Company’s profit after tax had increased by 17.74% from Rs. 1,258.42 lakh in the Fiscal 2022 to Rs. 1,481.68 lakh in Fiscal
2023. This increase in Profit After Tax was on account of overall increase in operational revenue and the above mentioned facts
when compared with the increased in Total Income.

Cash flows

The following table sets forth our cash flows with respect to operating activities, investing activities and financing activities for
the period indicated:
(Amount ₹ in lakh)
September Fiscal Fiscal Fiscal
Particulars
30, 2024 2024 2023 2022
Net cash flow from/ (used in) operating activities 320.15 20.48 (1,620.68) 2,838.34
Net Cash flow from/ (used in) investing activities 12.91 (901.60) (403.39) (1,166.71)
Net Cash flow from/ (used in) financing activities (347.32) 244.35 467.53 117.62
Net increase/(decrease) in cash and cash equivalents (14.26) (636.75) (1,556.53) 1,789.25
Cash and cash equivalents at the beginning of the year 439.18 1,075.95 2,632.48 843.23
Cash and cash equivalents at the end of the year 424.93 439.18 1,075.95 2,632.48

Operating Activities

In period ended September 30, 2024, net cash generated from operating activities was ₹ 320.15 lakhs. This comprised of the Net
profit after Tax of ₹. 591.67 Lakhs, which was primarily adjusted by adding for depreciation and amortisation of ₹. 149.51 Lakhs,
interest and Financial Expenses of ₹ 213.86 Lakhs, deferred tax, provision for taxation & interest received adjusted by deducting
of ₹ 189.53 lakhs, change in current & Long-term Operating Assets and current & Long Term Liabilities by deducting of ₹.
824.43 Lakhs.

In FY 2023-24 net cash generated from operating activities was ₹ 20.48 lakhs. This comprised of the Net profit after Tax of ₹.
1,581.81 Lakhs, which was primarily adjusted by adding for depreciation and amortisation of ₹. 370.03 Lakhs, interest and
Financial Expenses of ₹ 485.78 Lakhs, deferred tax, provision for taxation & interest received adjusted by deducting of ₹ (141.53)
lakhs, change in current & Long-Term Operating Assets and current & Long Term Liabilities by deducting of ₹. 2,275.60 Lakhs.

In FY 2022-23 net cash generated from operating activities was ₹ (1,620.68) lakhs. This comprised of the Net profit after Tax of
₹. 1,481.68 Lakhs, which was primarily adjusted by adding for depreciation and amortisation of ₹. 354.54 Lakhs, interest and
Financial Expenses of ₹ 408.94 Lakhs, deferred tax, provision for taxation & interest received adjusted by deducting of ₹ (238.14)
lakhs, change in current & Long-Term Operating Assets and current & Long Term Liabilities by deducting of ₹. 3,627.70 Lakhs.

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In FY 2021-22 net cash generated from operating activities was ₹ 2838.34 lakhs. This comprised of the Net profit after Tax of ₹.
1,258.42 Lakhs, which was primarily adjusted by adding for depreciation and amortisation of ₹. 297.37 Lakhs, interest and
Financial Expenses of ₹ 336.66 Lakhs, deferred tax, provision for taxation & interest received adjusted by deducting of ₹ (137.84)
lakhs, change in current & Lon-Term Operating Assets and current & Long Term Liabilities by adding of ₹. 1,095.69 Lakhs and
deducting income tax paid of ₹. 11.95 Lakhs

Investing Activities

In period ended September 30, 2024, the net cash flow from Investing activities was ₹ 12.91 lakhs this is mainly due to interest
income of ₹19.99 lakhs and other adjustment of purchase of fixed assets and Long-Term loans advances of ₹ 7.08 lakhs

In FY 2023-24 the net cash flow from Investing activities was ₹ (901.60) lakhs this is mainly due to purchases of Fixed assets of
₹1315.86 lakhs and other adjustment of interest and Long-Term loans advances of ₹ 414.26 lakhs

In FY 2022-23 the net cash flow from Investing activities was ₹ (403.39) lakh this mainly due to purchases of Fixed assets of ₹
936.57 lakh and other adjustment of interest and Long-Term loans advances of ₹ 533.18 lakhs

In FY 2021-22 the net cash flow from Investing activities was ₹(1,166.71) lakh this mainly due to purchases of Fixed assets of ₹
647.35 lakh and other adjustment of interest and Long-Term loans advances ₹ 509.98 lakhs

Financing Activities

In period ended September 30, 2024, the net cash flow from financing activities was ₹ (347.32) lakhs mainly due to decrease in
secured loans ₹ 133.46 lakhs and payment of interest & financial expenses of ₹ 213.86 lakhs.

In FY 2023-24 the net cash flow from financing activities was ₹244.35 lakhs mainly due to increase of secured loans ₹ 730.13
lakhs. and payment of interest & financial expenses of ₹ 485.78 lakhs.

In FY 2022-23 the net cash flow from financing activities was ₹ 467.53 lakhs mainly due to increase of secured loans ₹ 412.20
lakhs. The increase of short-term borrowings of ₹ 464.27 lakhs and payment of interest & financial expenses of ₹ 408.94 lakhs.

In FY 2021-22 the net cash flow from financing activities was ₹ 117.62 lakhs mainly due to decrease of secured loans ₹ 144.55
lakhs. The increase of short-term borrowings of ₹ 598.83 lakhs and payment of interest & financial expenses of ₹ 336.66 lakhs.

OTHER INFORMATION

Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss related to adverse changes in market prices, including interest rates. In the normal course of business,
we are exposed to certain market risks including interest risk.

Interest rate risk

Interest rate risk results from changes in prevailing market interest rates, which can cause a change in the fair value of fixed-rate
instruments and changes in the interest payments of the variable-rate instruments. Our operations are funded to a certain extent
by borrowings. Our current loan facilities carry interest at variable rates. We mitigate risk by structuring our borrowings to achieve
a reasonable, competitive cost of funding. There can be no assurance that we will be able to do so on commercially reasonable
terms, that our counterparties will perform their obligations, or that these agreements, if entered into, will protect us adequately
against interest rate risks. Further, we also keep fixed deposits and any change in interest rate results change in our interest
income.

Liquidity risk
212
Adequate and timely cash availability for our operations is the liquidity risk associated with our operations. Our Company’s
objective is to all time maintain optimum levels of liquidity to meet its cash requirements. We employ prudent liquidity risk
management practices which inter-alia means maintaining sufficient cash and the availability of funding through an adequate
amount of committed credit facilities.

Credit Risk

We are exposed to the risk that our customers may not comply with their obligations under customer contract, leading to a
financial loss. We are exposed to credit risk from our operating activities, primarily from trade receivables. Though, we believe
that our customers are creditworthy, which limits the credit risk.

Material Frauds

There are no material frauds committed against our Company in the last three financial years.

Related Party Transactions

We enter into various transactions with related parties in the ordinary course of business. For information relating to our related
party transactions, please see Note no. 2.23 titled as “Related Party Disclosures” under chapter titled “Restated Financial
Statements" beginning on page 161.

An analysis of reasons for the changes in significant items of income and expenditure is given hereunder:

Unusual or infrequent events or transactions

Except impact of Covid -19 pandemic in past on our industry, there have been no events or transactions to our knowledge which
may be described as “unusual” or “infrequent”.

Significant economic changes that materially affected or are likely to affect income from continuing operations

Domestic and international government policies governing the sector in which we operate as well as the overall growth of the
Indian and global economies has a significant bearing on our operations. Major changes in these factors can significantly impact
income from continuing operations. There are no significant economic changes that materially affected our Company’s operations
or are likely to affect income except as mentioned in the section titled "Risk Factors" starting on page 22.

Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from
continuing operations.

Other than as described in the section titled "Risk Factors" starting on page 22 and this Chapter, to our best of knowledge there
are no known trends or uncertainties that have or are expected to have a material adverse impact on our income from continuing
operations.

Future changes in relationship between costs and revenues

Our Company’s future costs and revenues will be determined by demand/supply situation, domestic and international availability
of coal and other domestic and international factors. Other than as described in the sections "Risk Factors", "Our Business"
starting on pages 22 and 102 respectively and this Chapter, to our best of knowledge, no future relationship between expenditure
and income is expected to have a material adverse impact on our operations and finances.

Segment Reporting

213
Our Company operates only in single business segment i.e. manufacture of Coke & Coke, hence, we have only one reportable
segment in context of Accounting Standard 17 on Segment Reporting issued by ICAI.

Status of any publicly announced New Products or Business Segment

The Company has not introduced any new product or services or business segment and does not expect to announce in the near
future any new products/ services or business segment.

Seasonality of business

Our business is not subject to seasonality. For further information, see "Industry Overview" and "Our Business" starting on pages
102 and 96 respectively.

Dependence on single or few customers

For the period ended September 30, 2024 and for Fiscal 2024, Fiscal 2023 and Fiscal 2022, our top five customers accounted for
about 91.35%, 86.53%, 77.18%, 90.08, respectively and our largest customer accounted for 51.18%, 44.00%, 26.00%, and
41.39%, respectively of our Revenue from Operations.

Further, we do not have long-term contractual arrangements with our significant customers and conduct business with them on
the basis of orders that are received from time to time.

For the period ended September 30, 2024, Fiscal 2024, Fiscal 2023 and Fiscal 2022, our top five creditors accounted for about
94.60%, 96.92%, 90.45% and 94.46%, respectively and our largest creditor accounted for 57.40%, 55.41%, 45.45%, and 53.17%,
respectively of our Revenue from Operations.

We do not enter into any long- term contracts with our creditors and rates of their services are normally based on the quotes we
receive from them. For further information, see "Risk Factors" on starting page 22.

Competitive conditions

We expect competition in our business from existing and potential competitors to intensify. We face competition from both
organised and unorganised players in the market. We believe our expertise and quality service offerings with experience of our
management, will be key to overcome competition posed by such players. We believe that the principal factors affecting
competition in our business include client relationships, reputation, timely providing services, fulfilling client specific
requirements, the quality and pricing of our services.

Further, competitive conditions are as described under the Chapters "Industry Overview" and "Our Business" starting on pages
96 and 102 respectively.

Material Developments subsequent to the period ended September 30, 2024

In our opinion there are no circumstances have arisen past period ended September 30, 2024 being the date of the latest financial
statements as disclosed in this Draft Prospectus until the date of filing this Draft Prospectus, which materially or adversely affect
or are likely to affect, our operations or profitability, or the value of our assets or our ability to pay our material liabilities within
the next twelve months.

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 FINANCIAL INDEBTEDNESS

The summary of borrowings sanctioned to the Company, and outstanding, as of September 30, 2024 is stated

ANNEXURE A

Key details of the Total Debt

Name of Lender Category of Sanctioned Outstanding Present Tenor

borrowing Amount as on amount as on effective Rate
September 30, September 30, of Interest per
2024 (Rs. in 2024 (Rs. in annum
lakh) lakh)
INDIAN Bank Working Capital 1,800.00 1,789.04 11.15% The tenor is due for
Loan - Cash renewal every 12 months
Credit facilities and repayable on demand
New India Co- Term Loan 690.00 516.29 9.50% 84 monthly instalments
operative Bank Ltd (18th of every month)
Axis Bank Commercial Loan 36.17 20.20 9.00% 47 monthly instalments
(loader) (20th of every month)
Axis Bank Commercial Loan 19.17 15.64 9.15% 47 monthly instalments
(SKID) (20th of every month)
Axis Bank Commercial Loan 32.00 8.14 8.35% 47 monthly instalments
(vehicle) (1st of every month)
HDFC Bank Commercial Loan 5.77 3.51 8.00% 59 monthly instalments
(DG set) (10th of every month)
HDFC Bank Commercial Loan 4.33 2.63 8.00% 59 monthly instalments
(DG set) (10th of every month)
HDFC Bank Commercial Loan 18.00 3.92 8.51% 47 monthly instalments
(Vehicle) (5th of every month)
HDFC Bank Commercial Loan 30.00 11.64 8.75% 59 monthly instalments
(Loader) (1st of every month)
HDFC Bank Commercial Loan 31.61 17.35 6.6% 59 monthly instalments
(JCB ) (10th of every month)
HDFC Bank Commercial Loan 32.00 2.97 8.75% 47 monthly instalments
(JCB loader) (10th of every month)
HDFC Bank Commercial Loan 39.95 21.92 6.60% 59 monthly instalments
(Tripper-1) (10th of every month)
HDFC Bank Commercial Loan 39.95 21.92 6.60% 59 monthly instalments
(Tripper-2) (10th of every month)
INDIAN Bank Commercial Loan 44.00 20.45 6.90% 84 monthly instalments
(Vehicle) (1st of every month)

ANNEXURE B

The principal terms of the loans and assets charged as security by the Company

Key Terms of all Debts:

Sanctioned
Amount as on
Name of Lender September Asset Charged as Security Other Key terms of Debt
30, 2024 (Rs.
in lakh)
215
 Hypothecation of Book Hypothecation of Factory land & building
Indian Bank 1,800.00
Debts & Stock & Plant & machinery as collateral security
Equitable mortgage on
New India Co-op
690.00 Residential & Industrial -
Bank ltd
property
Axis Bank 36.17 Hypothecation of Equipment -
Axis Bank 19.17 Hypothecation of Equipment -
Axis Bank 32.00 Hypothecation of Vehicle -
HDFC Bank 5.77 Hypothecation of Equipment -
HDFC Bank 4.33 Hypothecation of Equipment -
HDFC Bank 18.00 Hypothecation of Vehicle -
HDFC Bank 30.00 Hypothecation of Equipment -
HDFC Bank 31.61 Hypothecation of Equipment -
HDFC Bank 32.00 Hypothecation of Equipment -
HDFC Bank 15.43 Hypothecation of Equipment -
HDFC Bank 6.98 Hypothecation of Vehicle -
HDFC Bank 39.95 Hypothecation of Vehicle -
HDFC Bank 39.95 Hypothecation of Vehicle -
INDIAN Bank 44.00 Hypothecation of Vehicle -

ANNEXURE C

The summary of guarantees provided by the Company for the repayment of any loans availed by other entities

Summary of guarantees

Name of Party for which Guarantee is given Om Avi Carbon Resources Pvt Ltd
Guarantee Amount (Rs in lakhs) 520.00
Name of the Lender Indian Bank & New India Cooperative bank

216
 SECTION VIII – LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no:(i) criminal proceedings; (ii) actions by statutory or regulatory authorities; (iii)
claims relating to direct and indirect taxes; (iv) disciplinary actions including penalties imposed by SEBI or stock exchanges
against the Promoters in the last five financial years, including outstanding action; or (v) Material Litigation (as defined below);
involving our Company, Directors and Promoters.

Our Board, in its meeting held July 5, 2024 determined that outstanding legal proceedings involving the Company, Directors
and Promoters will be considered as material litigation (“Material Litigation”) if the aggregate amount involved in such
individual litigation exceeds 1% of profit after tax of the Company i.e.₹ 15.82 Lakhs, as per the last restated financial statements
of the Company or such litigations outcome could have a material impact on the business, operations, prospects or reputations
of the Company.

A. LITIGATION INVOLVING THE COMPANY

a) Criminal proceedings against the Company

As on the date of this Draft Prospectus, there are no criminal proceedings initiated against Company.

b) Criminal proceedings filed by the Company

As on the date of this Draft Prospectus, there are no criminal proceedings filed by the Company.

c) Actions by statutory and regulatory authorities against the Company

As on the date of this Draft Prospectus, there are no outstanding actions by statutory or regulatory authorities initiated
against the Company.

d) Tax Proceedings:

Direct Tax:

Sr. Assessment Year Section Matter Demand Outstanding Current Status

No. (Amount Involved in
₹ in lakhs)
1. 2020-21 to 2023- 201, 234E, 220(2) of TDS 0.97 The Company has yet
24 Income Tax Act, Payment to pay the TDS
1961. Default pending amount.

Indirect Tax:

Sr. Assessment Section Matter Demand Current Status

No. Year Outstanding
(Amount
Involved in
₹ in lakhs)
1. 2003-04 Form E8 of the A notice was received from the 24.94 An appeal bearing
Odisha Entry Tax department stating demand and no. STREV/6/2018
Act, 1999 penalty of Rs.33,47,751/-, then was filed before the

217
 an appeal was filed before Hon’ble High court
Assistant Commissioner of of Odisha, which is
Sales Tax, Jajpur by our currently pending
Company and in the appeal adjudication.
such amount was reduced to
Rs.24,94,296/-
2. 2004-05 Form E8 of the An assessment was conducted 15.98 The appeal filed was
Odisha Entry Tax and on the basis the Ld. partially allowed and
Act, 1999 Assessing Authority (“AA”) it was set aside to the
issued an order stating demand Assessing Officer
and penalty amounting
Rs.56,94,986/-, then later the
Company preferred an appeal
against such order before the
Ld. 1st AA, whereby the
demand was reduced to
Rs.50,43,370/-, later, our
Company preferred an appeal
before the Full Bench, Odisha
Sales Tax Tribunal Cuttack,
whereby vide its order dated
January 15, 2018, the amount
of penalty amounting to
Rs.34,44,947/- was removed
from the above mentioned
demand. Hence, our Company
is liable to pay (Rs.50,43,370 -
34,44,947 = 15,98,423)
3. 2005-06 Form E7 of the An assessment order dated 9.64 The demand is
Odisha Entry Tax August 24, 2007 was issued by pending, no further
Act, 1999 the department stating demand action taken by the
of Rs.9,64,453/- department.
4. 2011-13 Section 42 of Pursuant to an assessment, the 10.42 The matter was
Odisha Value assessing officer issued notice remitted back to the
Added Tax, 2004. stating demand of first appellate
Rs.18,66,278/- and penalty of authority for
Rs.37,32,556/-, later an appeal assessment afresh.
was preferred by our Company
before the Ld. Additional
Commissioner of Sales Tax
(Appeal) Odisha, and such
amount was reduced to
Rs.10,42,282/-
5. 2011-13 Section 43 of A demand notice dated April 2.10 An appeal bearing
Odisha Value 21, 2014 stating demand of Rs. no. STREV/12/2023
Added Tax Act, 4,20,000 was passed by the was filed before the
2004. Assessing Authority. Later, an Hon’ble High Court
appeal was preferred by our of Odisha and is
Company against such order currently pending
before Addl. Commissioner of adjudication.
Sales Tax (Appeal), Central

218
 Zone, Odisha, but vide its order
dated October 12, 2020, they
reduced the amount to
Rs.2,10,000/-, then an appeal
was preferred against such
order by our Company before
the Chairman, Odisha Sales
Tax Tribunal, Cuttack, but vide
its order dated February 24,
2023, the authority confirmed
the demand of Rs.2,10,000/-
6. 2013-14 Section 129A of An order was issued by the 0.50 An appeal was
the Customs Act, Assistant Commissioner dated preferred by our
1962 December 19, 2017 imposing a Company before the
penalty of Rs. 5,000/- on our Hon’ble Customs,
Company, later the Excise and Service
Commissioner, Customs Tax Appellate
(Preventive) Bhubaneswar Tribunal, East
filed the appeal before the Ld. Regional, Bench,
Commissioner (Appeals) – Kolkata, which is
GST, Central Excise & pending
Customs, Bhubaneswar, and adjudication.
such appeal vide its order dated
April 30, 2019 allowed and the
amount of penalty was
increased from Rs.5,000 to
Rs.50,000/-
7. 2016-17 Form VAT-312 of A notice of demand dated April 3.45 An appeal against
Odisha Value 11, 2022 was issued by the such notice was
Added Tax, 2004. department stating demand of preferred by our
Rs.3,45,186/- Company before the
Appellate Authority
by our Company.

e) Other pending material litigations against the Company

As on the date of this Draft Prospectus, there are outstanding material litigations initiated against Company.

f) Other pending material litigations filed by the Company

As on the date of this Draft Prospectus, there are outstanding material litigations filed by the Company.

B. LITIGATIONS INVOLVING THE DIRECTORS/PROMOTERS OF THE COMPANY

(a) Criminal proceedings against the Directors/ Promoters of the Company

i. A criminal trial was filed by State of Odisha (“Plaintiff”) against Lala Tarun Prakash Narayan (“our Director”)
before the Ld. S.D.J.M, Athagarh, (“Ld. Court”). The case was filed as our Director was associated with Aarti Steels
Limited in the capacity of President in charge of Sponge Iron Plant and Power Plant, but since our Director was
retired from the services from Aarti Steels Limited with effect from March 31, 2023, further information pertaining
to the case is not available. The case is currently pending adjudication before the Ld. Court and the next date of
hearing is February17, 2025.
219
(b) Criminal proceedings filed by the Directors/ Promoters of the Company

As on the date of this Draft Prospectus, there are no criminal proceedings initiated filed by our Directors/Promoters of
the Company.

(c) Actions by statutory and regulatory authorities against the Directors/ Promoters of the Company

As on the date of this Draft Prospectus, there are no outstanding actions by statutory or regulatory authorities initiated
against the Directors/Promoters of the Company.

(d) Tax Proceedings:

The details pertaining to Direct Tax matters are as below:

Sr. Name of Assessmen Section Matter Demand Current

No. the t Year Outstandin Status
Director/P g (Amount
romoter Involved in
₹ in Lakhs)
1. Mr. 2010-11 250 (6) of Order under section 250(6) 0.40 The assesse
Amitesh Income Tax Act, was passed by the Ld. has not filed an
Sinha 1961. Commissioner of Income appeal against
Tax (Appeals) dismissing such order.
the appeal in relation to
order dated August 28,
2014 passed by the
department of income tax
stating demand of
Rs.40,000/-
2. Kajal 2011-12 147 of the Notice of Demand dated 26.85 Our Promoter
Fashionwea Income Tax Act, December 27, 2018 was has not filed
r Agency 1961. issued by the department of appeal against
Private income tax stating demand the CIT
Limited of Rs. 26,85,790/- Further (Appeals)
an appeal was filed by our Bhubaneswar.
Promoter dated January 11,
2019. The same was
dismissed by CIT (Appeals)
Bhubaneswar vide its order
dated June 06, 2024.

(e) Other pending material litigations against the Directors/ Promoters of the Company

As on the date of this Draft Prospectus, there are outstanding material litigations initiated against the Directors/ Promoters
of the Company

(f) Other pending material litigations filed by the Directors/ Promoters of the Company

As on the date of this Draft Prospectus, there are outstanding material litigations filed by the Directors/ Promoters of the
Company

220
C. LITIGATION INVOLVING THE GROUP COMPANIES WHICH CAN HAVE A MATERIAL IMPACT ON
THE COMPANY

(a) Criminal proceedings against the group companies of the Company

As on the date of this Draft Prospectus, there are no criminal proceedings against group companies of the Company.

(b) Criminal proceedings filed by group companies the Company

As on the date of this Draft Prospectus, there are no criminal proceedings filed by group companies of the Company.

(c) Actions by statutory and regulatory authorities against the group companies of the Company

As on the date of this Draft Prospectus, there are no outstanding actions by statutory or regulatory authorities initiated
against the group companies of the Company.

(d) Tax Proceedings: Nil

(e) Other pending material litigation against the group companies of the Company

As on the date of this Draft Prospectus, there are no other material litigation against the group companies of the Company.

(f) Other pending material litigation filed by the group companies of the Company

As on the date of this Draft Prospectus, there are no other material litigation filed by the group companies of the Company.

D. LITIGATION INVOLVING THE SUBSIDIARIES OF OUR COMPANY WHICH CAN HAVE A

MATERIAL IMPACT ON THE COMPANY

As on the date of this Draft Prospectus, there are no pending litigation involving subsidiaries of the Company which
can have a material impact on the Company.

DISCIPLINARY ACTION INCLUDING PENALTY IMPOSED BY SEBI OR STOCK EXCHANGES

AGAINST THE PROMOTERS, DIRECTORS AND GROUP COMPANIES DURING THE LAST 5
FINANCIAL YEARS

There are no disciplinary actions including penalty imposed by SEBI or Stock Exchanges against the Promoters,
Directors or Group Companies during the last 5 financial years including outstanding actions except as disclosed above.

PAST INQUIRIES, INSPECTIONS OR INVESTIGATIONS

There have been no inquiries, inspections or investigations initiated or conducted under the Companies Act, 2013 or any
previous company law in the last five years immediately preceding the year of this Draft Prospectus in the case of our
Company, Promoters, and Directors. Other than as described above, there have been no prosecutions filed (whether pending
or not) fines imposed, compounding of offences in the last five years immediately preceding the year of the Draft Prospectus.

OUTSTANDING LITIGATION AGAINST OTHER PERSONS AND COMPANIES WHOSE OUTCOME COULD
HAVE AN ADVERSE EFFECT ON OUR COMPANY

As on the date of the Draft Prospectus, there is no outstanding litigation against other persons and companies whose outcome
could have a material adverse effect on our Company.

221
PROCEEDINGS INITIATED AGAINST OUR COMPANY FOR ECONOMIC OFFENCES

There are no proceedings initiated against our Company for any economic offences.

NON-PAYMENT OF STATUTORY DUES

As on the date of the Draft Prospectus there have been no (i) instances of non-payment or defaults in payment of statutory
dues by our Company, (ii) over dues to companies or financial institutions by our Company, (iii) defaults against companies
or financial institutions by our Company, or (iv) contingent liabilities not paid for.

MATERIAL FRAUDS AGAINST OUR COMPANY

There have been no material frauds committed against our Company in the five years preceding the year of this Draft
Prospectus.

DISCLOSURES PERTAINING TO WILFUL DEFAULTERS

Neither our Company, nor our Promoters, and Directors have been categorized or identified as wilful defaulters by any bank
or financial institution or consortium thereof, in accordance with the guidelines on wilful defaulters issued by the Reserve
Bank of India. There are no violations of securities laws committed by them in the past or are currently pending against any
of them.

DISCLOSURES PERTAINING TO FRAUDULENT BORROWER

Our Company or any of our Promoters or Group Companies or Directors are not declared as ‘Fraudulent Borrower’ by the
lending banks or financial institution or consortium, in terms of RBI master circular dated July 01, 2016.

MATERIAL DEVELOPMENTS OCCURING AFTER LAST BALANCE SHEET DATE:

Except as disclosed in Chapter titled “Management’s Discussion & Analysis of Financial Conditions & Results of
Operations” beginning on page 203, there have been no material developments that have occurred after the Last Balance
Sheet date.

AMOUNTS OWED TO SMALL SCALE UNDERTAKINGS AND OTHER CREDITORS:

The Board of Directors of our Company considers dues exceeding 5% of our Company’s trade payables as per the last Restated
financial statements, to small scale undertakings and other creditors, as material dues for our Company.

As per Restated Financial Statements, the trade payables of our Company as on September 30, 2024 were Rs. 4,032.35 lakhs.
Accordingly, a creditor has been considered ‘material’ if the amount due to such creditor exceeds Rs. 201.62 lakhs as on
September 30, 2024. This materiality threshold has been approved by our Board of Directors pursuant to the resolution passed
on July 5, 2024. As on September 30, 2024, there are 4 material creditors to whom our Company owes amounts exceeding
5% of our Company’s total trade payables and the aggregate outstanding dues to them being approximately Rs. 3,754.23
lakhs.

As per the above materiality policy, the outstanding amount owned to small scale undertakings and material creditors as on
September 30, 2024, by our Company is as follows:

Type of Creditors Number of Cases Amount Involved (₹ in Lakhs)

Micro, Small and Medium Enterprises* 11 8.16
Other Creditors 166 4,024.19

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 Total 177 4,032.35
*Entities that are identified as "Micro, Small and Medium Enterprises" under the Restated Financial Statements are considered as micro small and medium
enterprises.

The details pertaining to amounts due towards material creditors are available on the website of our Company at
https://nilachalcoke.com/.

MATERIAL DEVELOPMENTS OCCURING AFTER LAST BALANCE SHEET DATE:

Except as disclosed, if any, in Chapter titled “Management’s Discussion & Analysis of Financial Conditions & Results
of Operations” beginning on page 203, there have been no material developments that have occurred after the Last Balance
Sheet date.

223
 GOVERNMENT AND OTHER STATUTORY APPROVALS

Our Company has received the necessary consents, licenses, permissions, registrations and approvals from the Government/RBI,
various Government agencies and other statutory and/ or regulatory authorities required for carrying on our present business
activities and except as mentioned under this heading, no further material approvals are required for carrying on our present
business activities. Our Company undertakes to obtain all material approvals and licenses and permissions required to operate
our present business activities. Unless otherwise stated, these approvals or licenses are valid as of the date of this Prospectus
and in case of licenses and approvals which have expired; we have either made an application for renewal or are in the process
of making an application for renewal. In order to operate our business involving manufacturing of Low Ash Metallurgical coke
and Metallurgical Low Phos Coke Fines, we require approvals and/or licenses under various laws and regulations. For further
details regarding the applicable regulatory and legal framework, please refer to the chapter “Key industry Regulations and
Policies” on page 118.

The objects clause of the Memorandum of Association enables our Company to undertake its present business activities. The
approvals required to be obtained by our Company include the following –

I. APPROVALS FOR THE OFFER

Corporate Approvals:

1. 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 August 10, 2024 authorized the Offer, 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 September 4, 2024 authorized the Offer.

Approval from the Stock Exchange:

In-principle approval dated [●] from the BSE for using the name of the Exchange in the Offer documents for listing of the Equity
Shares issued by our Company pursuant to the Offer.

Agreements with NSDL and CDSL:

a) The Company has entered into an agreement dated September 27, 2024 with the Central Depository Services (India) Limited
(“CDSL”) and the Registrar and Transfer Agent, who in this case is September 26, 2024 for the dematerialization of its
shares.

b) Similarly, the Company has also entered into an agreement dated September 30, 2024 with the National Securities
Depository Limited (“NSDL”) and the Registrar and Transfer Agent for the dematerialization of its shares.

c) ISIN: INE346R01013

II. APPROVALS IN RELATION TO INCORPORATION OF OUR COMPANY

Sr. Nature of CIN Applicable Issuing Date of Date of

No Registration/ License Laws Authority Issue Expiry

1. Certificate of U23101OR2003PTC00 Companies Act, Registrar of February 13, Valid till

Incorporation 7061 1956 Companies, 2003 Cancelled
Cuttack

224
 2. Certificate of U23101OR2003PLC00 Companies Act, Registrar of February 07, Valid till
Incorporation 7061 2013 Companies, 2024 Cancelled
pursuant to Cuttack
Conversion to Public
Limited Company

III. TAX RELATED APPROVALS

Sr. Nature of Registration/ Applicable Law Applicable Registration Date of Issue Date of
No. License Authority Number Expiry

1. Permanent Account Income Tax Act, Income Tax AABCN7333D March, 03, Valid till
Number (PAN) 1961 Department 2024 Cancelled

2. Tax Deduction Account Income Tax Act, Income Tax BBNN00182A March, 29, Valid till
Number (TAN) 1961 Department 2024 Cancelled

3. Certificate of Centre Goods and Assistant 21AABCN7333D1Z March 15, 2024 Valid till
Registration of Goods Services Tax Act, Commissioner 0 Cancelled
and Service tax (Odisha) 2017 of State Tax
4. Certificate of Centre Goods and Assistant 33AABCN7333D1Z April 04, 2024 Valid till
Registration of Goods Services Tax Act, Commissioner V Cancelled
and Service tax (Andhra 2017 of State Tax
Pradesh)
5. Certificate of registration Odisha State Tax Commercial 21AABCN7333D1Z Certificate not Valid till
of Professional tax on Professions, taxes O traceable Cancelled
Trades, Callings Department,
and Employments State
Act, 2000 Government of
Orrisa

IV. LABOUR RELATED APPROVALS OBTAINED BY OUR COMPANY

Sr. Description Applicable Laws Authority Registration Number Date of Issue Date of
No. Expiry
1. Registration under Employees State Sub-Regional 44000475900000402 July 18, 2024 Valid till
ESI Insurance Act, Office, cancelled
1948 Employee’s
State Insurance
Corporation
2. Registration under Employees Employees' ORBBS0013192000 May 10, 2007 Valid till
Employees’ (Provident Fund Provident Fund cancelled
Provident Funds and Organization
Miscellaneous
Provisions) Act,
1952

V. APPROVALS OBTAINED IN RELATION TO BUSINESS OPERATIONS OF OUR COMPANY

Sr. Description Applicable laws Authority Registration Date of Issue Date of Expiry
No Number
1. Factory License Factories Act, Directorate of Factories JJ102 January 1st, 2023 December 31st
225
 1948 & Boilers, Odisha 2027
2. Importer Foreign Trade Directorate General of 2303000301 June 20, 2003 Valid till
Exporter Code (Development and Foreign Trade cancelled
Regulation) Act
1992
3. Trading License Mines and Department of Steel Licence No.: August 19, 2021 August 18, 2026
(Form D) Minerals and Mines, RLD14898/202
(Development and Government of Odisha 1
Regulation) Act,
1957 License code:
061305256441
4. Certificate of Environment Department of Water 21- March 18, 2024 Valid till
exemption for Protection Act, Resources, River 4/2753/OR/IND cancelled
Ground Water 1986 Development & Ganga /2021
Withdrawal Rejuvenation Central
Ground Water
Authority
5. Fire Safety Odisha Fire Odisha Fire Service Recommendatio March 10, 2021 Valid till
Compliance Prevention & Fire Fire Safety n no. cancelled
Certificate Safety Rule, 2017 Recommendation RECOMM1101
0100520210000
76

Application no.
FSR110101005
2021000001
6. AAuthorization of Indian Electricity Senior General FC/CO/555/108 August 27, 2014 Valid till
Electrical Rules 1956 Manager 14(5) cancelled
Installation
7. LEI Certificate - Lega Entity Identifier 894500HI1Z9S9 July 31, 2024 September 13,
3T4Z637 2025
8. Certificate Legal Metrology Legal Metrology JJR24C0569 July 19, 2024 July 19, 2025
related to weights (Enforcement) Officer
and Measures Rules, 2011
9. Certificate Legal Metrology Legal Metrology JJR24C0570 July 19, 2024 July 19, 2025
related to weights (Enforcement) Officer
and Measures Rules, 2011

VI. ENVIROMENT RELATED APPROVAL:

Sr. Issuing Registration
Description Applicable Laws Date of Issue Date of Expiry
No. Authority Number
Consent to Water (Prevention & Control
State Pollution Consent order March 27, 2024 March 31st, 2025
Operate under of Pollution) Act, 1974 Control Board, No. 08/RO-
orange Odisha SPCB-
category Air (Prevention & Control of
(Department of Kalinganagar
Pollution) Act, 1981 Forest,
1.
Environment &
Hazardous & Other Wastes Climate Change,
(Management and Government of
Transboundary Movement) Odisha)
Rules 2016
226
VII. THE DETAILS OF DOMAIN REGISTERED BY OUR COMPANY ARE:

Sr. Domain Name and ID Sponsoring Registrar and ID Registrar Name, Id Creation Registry
No and Address Date Expiry date
1. https://nilachalcoke.com/ D30772B294F684E8182010645 Endurance Digital May 04, May 04, 2026
AC362101-IN Domain Technology 2023
Private Limited

VIII. LICENSES / APPROVALS WHICH ARE APPLIED BY COMPANY:

1. Application made for registration of trademark bearing application no. 6561125 dated August 05, 2024
2. Final approval from the Odisha State Pollution Control Board is being waited for expansion by way of establishment the 2
more Coke manufacturing plants bearing file no. SIA/OR/MIS/239148/2021 Dated December 15, 2021.

IX. LICENSES / APPROVALS WHICH ARE YET TO BE APPLIED BY COMPANY:

1. Application for name change from private limited to public limited is pending for LEI certificate and Fire Safety
Compliance Certificate.

227
 SECTION XI - GROUP COMPANIES

In accordance with the provisions of the SEBI (ICDR) Regulations, 2018, for the purpose of identification of Group
Company, our Company has considered those companies as our Group Company with which there were related party
transactions as per the Restated Financial Statements of our Company in any of the last three financial years and sub period
and other Companies as considered material by our Board. Further, pursuant to a resolution of our Board dated July 05,
2024 for the purpose of disclosure in relation to Group Company in connection with the Offer, a company shall be considered
material and disclosed as a Group company if such company fulfills both the below mentioned conditions: -

a. the companies with which there were related party transactions (in accordance with AS-18), as disclosed in the Restated
Financial Statements (“Restated Financial Statements”); or

b. if such company fulfills both the below mentioned conditions: -

i. Such company that forms part of the Promoter Group of the Company in terms of Regulation 2(1)(pp) of the SEBI (ICDR)
Regulations; and
ii. The Company has entered into one or more transactions with such company in preceding fiscal or audit period as the case
may be exceeding 10.00% of total revenue of the Company as per Restated Financial Statements.

Except as stated, there are no company/entity falling under definition of SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018 which are to be identified as group company/ entity (“Group Company”).

1. Om Avi Carbon Resources Private Limited

Details of our Group Company:

1. Om Avi Carbon Resources Private Limited

Om Avi Carbon Resources Private Limited was incorporated on May 14, 2015 as a private limited company under the
Companies Act, 2013 pursuant to a certificate of incorporation issued by the Registrar of Companies, Cuttack.

CIN U23101OR2015PTC018962
PAN AACCO1545M
Registered Office Nilachal House, N-4/158, Block-B, 1st Floor, IRC Village, Nayapalli, I R C Village, Khorda,
Bhubaneswar, Odisha, India, 751015

Financial Information

In accordance with the SEBI ICDR Regulations, details of reserves (excluding revaluation reserves), sales, profit after tax,
earnings per share, basis/diluted earnings per share and Net Asset Value, derived from the latest audited financial statements of
our Group Company is available on the website of our company at www.nilachalcoke.com

It is clarified that such details available on our Group Company’ websites do not form a part of this Draft Prospectus. Anyone
placing reliance on any other source of information, including our Group Company’ website, as mentioned above, would be doing
so at their own risk.

Other Confirmations:

a) None of our Group Company has made any public and/or rights issue of securities in the preceding three years.
b) None of the above-mentioned Group Company is in defaults in meeting any Statutory/bank/institutional dues and no
proceedings have been initiated for economic offences against any of the Group Company.

228
c) None of the above-mentioned Group Company is a sick company within the meaning of the Sick Industrial Companies
(Special Provisions) Act, 1985 or is under winding up/insolvency proceedings.
d) Our Group Company has not been debarred from accessing the capital market for any reasons by the SEBI or any other
authorities.

Common pursuits among Group Company:

As on the date of this Draft Prospectus, our Group Company, namely Om Avi Carbon Resources Private Limited are engaged in
manufacturing of Low Phos, Low Ash Metallurgical Coke is similar line of business as of our Company. As a result, conflicts of
interests may arise in allocating business opportunities amongst our Companies and in circumstances where our respective
interests diverge.

Nature and extent of interest of our Group Company

a) Interest in the promotion of our Company

None of our Group Company has any interest in the promotion of our Company.

b) Interest in the property acquired or proposed to be acquired by the Company

None of our Group Company is interested, directly or indirectly, in the properties acquired by our Company in the preceding
three years or proposed to be acquired by our Company.

c) Interest in transactions for acquisition of land, construction of building, or supply of machinery

None of our Group Company is interested, directly or indirectly, in any transactions for acquisition of land, construction of
building, supply of machinery, with our Company.

Related business transactions and their significance on the financial performance of our Company

Other than the transactions disclosed in the section “Other Financial Information –Related Party Transactions” on page 164,
there are no related business transactions between the Group Company and our Company.

Business interest of our Group Company in our Company

Except as disclosed in the section “Other Financial Information – Related Party Transactions” on page 164, our Group
Company has no business interests in our Company.

Litigations

Except as disclosed in the section “Outstanding Litigations And Material Developments” on page 217. Our Group Company is
not party to any litigation which may have material impact on our Company.

Undertaking / Confirmations by our Group Company

None of our Promoters or Promoter Group or Group Company or person in control of our Company has been

i. Prohibited from accessing or operating in the capital market or restrained from buying, selling or dealing in securities
under any order or direction passed by SEBI or any other authority; or
ii. Refused listing of any of the securities issued by such entity by any stock exchange, in India or abroad.

None of our Promoters, person in control of our Company or have ever been a Promoter, Director or person in control of any
229
other Company which is debarred from accessing the capital markets under any order or direction passed by the SEBI or any
other authority.

Further, neither our Promoters, the relatives of our individual Promoters (as defined under the Companies Act) nor our Group
Company /Promoter Group entities have been declared as a willful defaulter or economic offender by the RBI or any other
government authority and there are no violations of securities laws committed by them or any entity they are connected with in
the past and no proceedings for violation of securities laws are pending against them. The information as required by the SEBI
(ICDR) Regulations with regards to the Group Company, are also available on the website of our company i.e.
www.nilachalcoke.com

230
 SECTION XII - OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Offer:

Corporate Approvals:

The Board of Directors, pursuant to a resolution passed dated August 10, 2024 authorized the Offer, subject to the approval
of the shareholders of the company as required under Section 62(1)(c) of the Companies Act, 2013, and such other
authorities as may be necessary. The shareholders of our Company have, pursuant to a special resolution passed under
Section 62(1)(c) of the Companies Act, 2013 at an Extraordinary General Meeting held on September 4, 2024 authorized
the Offer.

The Offer for Sale has been authorised by the board and shareholders of the Selling Shareholder by a resolution dated
September 2, 2024 as the Number of Equity Shares offered are as follows:

Sr. No. Name of the Selling Shareholder No. of Equity Shares Offered
1. Kajal Fashionwear Agency Private Limited 40,00,000 Equity Shares
Total 40,00,000 Equity Shares

The Selling Shareholder have confirmed that they have not been prohibited from dealing in the securities market and the
Equity Shares Offered and to be sold are free from any lien, encumbrance or third-party rights.

This Draft Prospectus has been approved by our Board pursuant to its resolution passed on November 7, 2024.

In-principle Approval:

Our Company has obtained in-principle approval from the BSE SME for using its name in the Offer Documents pursuant
to an approval letter dated [●], BSE Limited is the Designated Stock Exchange.

Prohibition by SEBI or other Governmental Authorities:

We confirm that there is no prohibition on our Company, Our Selling Shareholder, our Promoters, our Promoter Group,
our Directors, or the person(s) in control of our Company from accessing or operating in the Capital Markets or debarment
from buying, selling or dealing in securities under any order or direction passed by the Board (SEBI) or any securities
market regulator in any other jurisdiction or any other authority/court.

The listing of any securities of our Company has never been refused by any of the Stock Exchanges in India.

Neither of our Promoters, Promoter Group, Our Selling Shareholder, Directors or the person(s) in control of our Company,
has ever been part of Promoters, Promoter Group, Directors or the person(s) in control of any other Company which is
debarred from accessing the capital market under any order or directions made by the SEBI or any other regulatory or
governmental authority.

There has been no violation of any securities law committed by any of them in the last five years and no such proceedings
are pending against them except as provided in the chapter “Outstanding Litigations and Material Developments”
beginning on page 217.

Association with the Securities Market:

None of our Directors are associated with the securities market and there has been no action taken by SEBI against the
Directors or any other entity with which our directors are associated as promoters or directors in the past 5 years.

231
 Prohibition by RBI:

Neither our Company, our Promoters, Our Selling Shareholders, our Directors, relatives (as per Companies Act, 2013) of
Promoters or the person(s) in control of our Company have been identifies as a willful defaulter or fugitive economic
offender or a fraudulent borrower 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 them except as details provided in the chapter “Outstanding Litigation
and Material Developments” beginning on page 217.

Prohibition with respect to willful defaulters or a fraudulent borrower:

Neither our Company, our Promoters, Our Selling Shareholder, our Directors, Group Companies, relatives (as per
Companies Act, 2013) of Promoters or the person(s) in control of our Company have been identified as willful defaulters
or a fraudulent borrower as defined by the SEBI ICDR Regulations, 2018.

Compliance with the Companies (Significant Beneficial Ownership) Rules, 2018:

Our Company, Promoters and Promoter Group are in compliance with the Companies (Significant Beneficial Ownership)
Rules, 2018 to the extent applicable to each of them as on the date of the Draft Prospectus.

Eligibility for the Offer:

Our Company has complied with the conditions of Regulation 230 of SEBI (ICDR) Regulations, 2018 for this Offer.

Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations; and this Offer is an “Initial Public Offer”
in terms of Regulation 2(w) of the SEBI (ICDR) Regulations.

Our Company is eligible for the Offer in accordance with Regulation 229(2) and other provisions of Chapter IX of the SEBI
(ICDR) Regulations, as we are an Issuer whose post Offer paid up capital is no less than Rs. 10 crores but upto Rs. 25
crores rupees and we may hence Offer Equity Shares to the public and propose to list the same on the SME Platform of
BSE Limited (in this case being the “BSE SME”).

We confirm that:

1) In accordance with Regulation 260(1) and (2) of the SEBI ICDR Regulations, this Offer will be 100% underwritten and that
the LM to the Offer shall underwrite minimum 15% of the Total Offer Size. For further details pertaining to said underwriting
refer to section “General Information – Underwriting” beginning on page 52.
2) In accordance with Regulation 268 of the SEBI ICDR Regulations, we shall ensure that the total number of proposed allottees
in the Offer shall be greater than or equal to fifty (50), otherwise, the entire application money will be unblocked forthwith.
If such money is not repaid within Two (2) Working Days from the date our Company becomes liable to repay it, then our
Company and every officer in default shall, on and from expiry of Two (2) Working Days, be liable to repay such application
money, with an interest rate as prescribed under the Companies Act, 2013. Further, in accordance with Section 40 of the
Companies Act, 2013, our Company and each officer in default may be punishable with fine and/or imprisonment in such a
case.
3) 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 LM immediately upon filing of the offer document with the Registrar of Companies.
4) 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 SEBI, the lead manager and BSE SME.
5) In terms of Regulation 246(5) of the SEBI ICDR Regulations, 2018, we shall ensure that our LM submits a copy of the
Prospectus along with a Due Diligence Certificate including additional confirmations as required to SEBI at the time of filing
the Prospectus with Stock Exchange and the Registrar of Companies. Further, in terms of Regulation 246(2), SEBI shall not
issue observation on the Prospectus.

232
6) In accordance with Regulation 261(1) of the SEBI ICDR Regulations, we hereby confirm that we shall enter into an
agreement with the Lead Manager and with Market Maker to ensure compulsory Market Making for a minimum period of
three (3) years from the date of listing of Equity Shares on BSE SME. For further details of the arrangement of market making
please refer to section titled “General Information – Details of the Market Making Arrangements for this Offer” beginning
on page 52.
7) In accordance with Regulation 228(a) of the SEBI (ICDR) Regulations, our Company, its promoters, promoter group or
directors are not debarred from accessing the capital markets by the Board.
8) In accordance with Regulation 228(b) of the SEBI (ICDR) Regulations, the companies with which our promoters or directors
are associated as a promoter or director are not debarred from accessing the capital markets by the Board.
9) In accordance with Regulation 228(c) of the SEBI (ICDR) Regulations, Neither the issuer nor any of its promoters or directors
is a willful defaulter or a fraudulent borrower.
10) In accordance with Regulation 228(d) of the SEBI (ICDR) Regulations, None of the Issuer’s promoters or directors is a
fugitive economic offender.
11) In accordance with Regulation 230(1)(a) of the SEBI (ICDR) Regulations, Application is being made to SME Platform of
BSE Limited, is the Designated Stock Exchange.
12) In accordance with Regulation 230(1)(b) of the SEBI (ICDR) Regulations, our Company has entered into agreement with
depositories for dematerialisation of specified securities already issued and proposed to be issued
13) In accordance with Regulation 230(1)(c) of the SEBI (ICDR) Regulations, all the present Equity share Capital fully Paid-up.
14) In accordance with Regulation 230(1)(d) of the SEBI (ICDR) Regulations, all the specified securities held by the promoters
are already in dematerialised form.
15) 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.
16) Our Company shall mandatorily facilitate trading in Demat Securities for which we have entered into an agreement with the
Central Depositary Services Limited (CDSL) and National Securities Depository Limited (NDSL) for establishing
connectivity.
17) Our Company has a website i.e. https://nilachalcoke.com
18) The Equity Shares of our Company held by our Promoters are in dematerialized form;
19) All the Equity Shares fully paid-up and there are no partly paid-up Equity Shares as on the date of filing of this Draft
Prospectus.
20) There has been no change in the promoter of the Company in the preceding one year from date of filing application to BSE
Limited for listing on SME Platform.

We confirm that we comply with all the below requirements/conditions so as to be eligible to be listed on the SME
Platform of BSE Limited:

1. Our Company was incorporated under Companies Act, 1956 in India.

2. As on date of this Draft Prospectus, the Company has a paid-up Capital of Rs. 22, 32, 70,000 and the Post Issue Capital will
be of Rs. [●] which is less than Rs. 25.00 Crores.
3. Our Company was incorporated on February 13, 2003 under the provisions of the Companies Act, 1956 vide certificate of
incorporation issued by Registrar of Companies, Cuttack. Therefore, we are in compliance with criteria of having track record
of 3 years.
4. As on September 30, 2024, the Company has net tangible assets of Rs. 7,019.78 Lakh.
5. The Company confirms that it has operating profits (earnings before interest, depreciation and tax) from operations for atleast
2 financial years out of preceding three financial years at the time of filing this Draft Prospectus and its net-worth as on
September 30, 2024 is Rs. 7,019.78 Lakh. Further, the net worth of the Company for FY 2024, 2023 and 2022 is atleast Rs.
1 crore. The following are the EBITDA and Net worth for latest audited full three FYs:
(Rs. in Lakhs)
Particulars March 31, 2024 March 31, 2023 March 31, 2022
EBITDA 2,498.05 2,231.98 1,893.61
Net Worth 6,428.11 4,846.30 3,364.61

233
6. The leverage ratio (Total Debts to Equity) of the Company as on September 30, 2024 was 0.35 which is less than the
prescribed limit of 3:1.
7. The Company confirms that no regulatory action of suspension of trading against the promoter(s) or companies promoted by
the promoters by any stock Exchange having nationwide trading terminals;
8. The Company further confirms that the Promoters or directors are not the promoters or directors (other than independent
directors) of compulsory delisted companies by the Exchange and neither they are the promoters or directors of such
companies on which the consequences of compulsory delisting is applicable/attracted or companies that are suspended from
trading on account of noncompliance.
9. The Company confirms that there are no pending defaults in respect of payment of interest and/or principal to the debenture/
bond/ fixed deposit holders by our Company and promoters.
10. The Company confirms that there has not been any change in its name in last 1 year.
11. Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR) and no proceedings have
been admitted under Insolvency and Bankruptcy Code (IBC) against the issuer and Promoting companies.
12. There is no winding up petition against our Company that has been admitted by the Court or a liquidator has not been
appointed of competent Jurisdiction against the Company.
13. No material regulatory or disciplinary action by a stock exchange or regulatory authority in the past three years against the
Company.
14. There is no change in promoters of the Company in preceding one year.

DISCLAIMER CLAUSE OF SEBI

“IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT PROSPECTUS 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 OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE
STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT PROSPECTUS. THE LEAD MANAGER,
HAS CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT PROSPECTUS ARE GENERALLY
ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS TO
FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING INVESTMENT IN THE
PROPOSED OFFER.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY

RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT PROSPECTUS, THE LEAD MANAGER, SUN CAPITAL ADVISORY
SERVICES PRIVATE LIMITED, IS EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE
COMPANY DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS
PURPOSE, THE LEAD MANAGER, SUN CAPITAL ADVISORY SERVICES PRIVATE LIMITED, SHALL
FURNISH TO SEBI A DUE DILIGENCE CERTIFICATE DATED NOVEMBER 7, 2024. IN THE FORMAT
PRESCRIBED UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE
OF SECURITIES AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018.

THE FILING OF THIS DRAFT PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE ISSUER FROM ANY
LIABILITIES UNDER SECTION 34, SECTION 35, SECTION 36 AND SECTION 38 (1) OF THE COMPANIES
ACT, 2013 OR FROM THE REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES
AS MAY BE REQUIRED FOR THE PURPOSE OF THE PROPOSED OFFER. SEBI FURTHER RESERVES THE
RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE LEAD MANAGERS ANY IRREGULARITIES OR
LAPSES IN THE DRAFT PROSPECTUS.”

All legal requirements pertaining to this Offer will be complied with at the time of filing of the prospectus with the Registrar
of Companies, Mumbai in terms of section 26 and section 33 of the Companies act, 2013. All legal requirements pertaining
to this Offer will be complied with at the time of filing of the Prospectus with the Registrar of Companies, Cuttack including
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 in terms of Sections 26, 30, 32, 33(1) and 33(2) of the Companies Act.

Price information and the track record of the past issues handled by the Lead Manager

For details regarding the price information and track record of the past issues handled by Sun Capital Advisory Services Private
Limited, please refer below “Annexure A” to this Draft Prospectus and the website of Sun Capital Advisory Services Private
Limited at: www.suncapitalservices.co.in
Annexure A

Disclosure of Price Information of Past Issues handled by Sun Capital Advisory Services Private Limited

TABLE 1:

Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year)
handled by Sun Capital Advisory Services Private Limited:

Sr. Issue Name Issue Issue Listing Date Opening Price % Change in % Change in % Change in
No. Size Price (in on Listing closing price, (% closing price, (% closing price, (%
(in ₹) Date change in closing change in closing change in closing
Cr.) benchmark2) - benchmark2) - 90th benchmark2) -
30th calendar day calendar day from 180th calendar day
from listing listing from listing
1 Maks Energy 4.00 20.00 September 21.00 90.00% 38.33% 9.52%
Solutions India 28, 2022 (8.73%) (14.79%) (9.80%)
Limited
2 Brisk Technovision 12.48 156.00 January 31, 175.00 -12.54% -20.29% -29.20%
Limited 2024 (4.47%) (21.83%) (78.67%)
Note:
1. The BSE SME and NSE Emerge are considered as the Benchmark Index
2. Prices on BSE SME/NSE Emerge are considered for all of the above calculations
3. In case the 30th/90th/180th day is a holiday, closing price on BSE/NSE of the nearest trading day has been considered.
4. In case 30th/90th/180th days, scrips are not traded then closing price on BSE/NSE of the nearest trading day has been considered.

TABLE 2: Summary Statement of Disclosure

Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the
current Financial Year) handled by Sun Capital Advisory Services Private Limited

F.Y. Total Total No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at No. of IPOs trading at
no. of amount discount - 30th calendar premium - 30th calendar discount - 180th calendar premium - 180th
IPOs of funds days from listing days from listing days from listing calendar days from
raised listing
(₹Cr.) Over Between Less Over Between 25 - Less Over Between Less Over Between Less
50% 25 - 50% than 50% 50% than 50% 25 - 50% than 50% 25 - 50% than
25% 25% 25% 25%
2023-24 1 12.48 - - 1 - - - - - - - - -
2022-23 1 4.00 - - - 1 - - - - - - - 1

Disclaimer from our Company and the Lead Manager:

Our Company, our Promoters its Directors and the Lead Manager accept no responsibility for statements made otherwise
than those contained in this Draft Prospectus or in case of the Company, in any advertisements or any other material issued
by or at our Company’s instance and anyone placing reliance on any other source of information, including our website,
https://nilachalcoke.com/ would be doing so at his or her own risk.

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The Lead Manager accept no responsibility, save to the limited extent as provided in the Offer Agreement entered between
the Lead Manager, the Selling Shareholders and our Company on September 26, 2024 and the Underwriting Agreement dated
[●] entered into between the Underwriters and our Company and the Market Making Agreement dated [●] entered into
between the Market Maker and Our Company.

All information shall be made available by our Company and the Lead Manager to the public and investors at large and no
selective or additional information would be available for a section of the investors in any manner whatsoever including in
research or sales reports, at collection centres or elsewhere. Neither our Company nor Lead Manager shall be liable for any
failure in uploading the Applications, due to faults in any software or hardware system, or otherwise; the blocking of
Application Amount in the ASBA Account on receipt of instructions from the Sponsor Bank on account of any errors,
omissions or noncompliance by various parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise,
in the UPI Mechanism.

The Lead Manager and their respective associates and affiliates may engage in transactions with, and perform services for,
our Company, our Promoter Group, or our affiliates or associates in the ordinary course of business and have engaged, or
may in future engage, in commercial banking and investment banking transactions with our Company, our Promoter Group,
and our affiliates or associates, for which they have received and may in future receive compensation.

Note:

Investors who apply in the Offer will be required to confirm and will be deemed to have represented to our Company and the
Underwriter and their respective directors, officers, agents, affiliates and representatives that they are eligible under all
applicable laws, rules, regulations, guidelines and approvals to acquire Equity Shares of our Company and will not offer, sell,
pledge or transfer the Equity Shares of our Company to any person who is not eligible under applicable laws, rules,
regulations, guidelines and approvals to acquire Equity Shares of our Company. Our Company, the Underwriters and their
respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any
investor on whether such investor is eligible to acquire the Equity Shares in the Offer.

Disclaimer in respect of Jurisdiction:

This Offer is being made in India to persons resident in India (including Indian nationals resident in India who are competent
to contract under the Indian Contract Act, 1872, 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 Ba 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 offer to sell or an invitation
to subscribe for Equity Shares offered hereby in any jurisdiction other than India to any person to whom it is unlawful to
make an offer or invitation in such jurisdiction. Any person into whose possession this Draft Prospectus comes is required to
inform himself or herself about, and to observe, any such restrictions. Any dispute arising out of this Offer will be subject to
jurisdiction of the competent court(s) in Bhuvaneswar, Odisha only.

No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that
purpose. Accordingly, the Equity Shares represented hereby may not be offered 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.
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Disclaimer Clause of BSE SME:

As required, a copy of this Offer Document has been submitted to SME Platform of BSE Limited (hereinafter referred to as
BSE SME). BSE has given vide its letter [●], 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 draft
offer document for its limited internal purpose of deciding on the matter of granting the aforesaid permission to this Issuer.
The disclaimer clause as intimated by BSE to our Company, post scrutiny of this Draft Prospectus, shall be included in the
Prospectus prior to the filing with the RoC, Cuttack.

It is to be distinctly understood that the aforesaid permission given by BSE should not in any way be deemed or construed
that the offer document has been cleared or approved by BSE; 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 on completion of IPO 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 Promoter, its management or any scheme or project of this Issuer. It does not
warrant, certify or endorse the validity, correctness or reasonableness the price at which the equity shares are offered by the
Company and investors are informed to take the decision to invest in the equity shares of the Company only after making
their own independent 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. BSE does not in any
manner be liable for any direct, indirect, consequential or other losses or damages including loss of profits incurred by any
investor or any third party that may arise from any reliance on this offer document or for the reliability, accuracy,
completeness, truthfulness or timeliness thereof.

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 offered or sold within the United States or to, or for the
account or benefit of, “U.S. persons” (as defined in Regulation S of the Securities Act), except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the Equity Shares
will be offered and sold outside the United States in compliance with Regulation S of the Securities Act and the applicable
laws of the jurisdiction where those offers and sales occur. The Equity Shares have not been, and will not be, registered,
listed or otherwise qualified in any other jurisdiction outside India and may not be offered or sold, and Applications may not
be made by persons in any such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Further, each Applicant where required agrees that such Applicant will not sell or transfer any Equity Shares or create any
economic interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the
Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and in compliance with applicable laws and legislations in each jurisdiction,
including India.

Filing of Draft Prospectus/ Prospectus with the Designated Stock Exchange/ SEBI/ ROC

The Draft Prospectus is being filed with the SME Platform of BSE Limited, 25 th Floor, Phiroze Jeejeebhoy Towers, Dalal
Street, Mumbai 400 001, Maharashtra, India.

The Draft Prospectus will not be filed with SEBI, nor will SEBI issue any observation on the Draft Prospectus in terms of
Regulation 246(2) of SEBI (ICDR) Regulations, 2018. Pursuant to Regulation 246(5) of SEBI (ICDR) Regulations, 2018
and SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018, a copy of Prospectus will be filed
online through SEBI Intermediary Portal at https://siportal.sebi.gov.in.

A copy of the Draft Prospectus/ Prospectus, along with the material contracts and documents required to be filed under
237
 Section 26 of the Companies Act, 2013 would be filed with the ROC office situated at Ministry of Corporate Affairs,
Corporate Bhawan, 2nd & 3rd Floor, Plot No-9(P), Sector-1,CDA, Cuttack-753014, Odisha. Through the electronic portal at
http://www.mca.gov.in/mcafoportal/loginvalidateuser.do.

Listing:

The Equity Shares of our Company are proposed to be listed on SME Platform of BSE Limited. Our Company has obtained
In-principle Approval from BSE by way of its letter dated [●] for listing of equity shares on BSE Limited.

BSE will be the Designated Stock Exchange, with which the Basis of Allotment will be finalized for the Offer. If the
permission to deal in and for an official quotation of the Equity Shares on the SME Platform of BSE Limited is not granted
by BSE, our Company shall forthwith repay, all moneys received from the applicants in pursuance of the Draft Prospectus.
If such money is not repaid within the prescribed time, then our Company becomes liable to repay it, then our Company and
every officer in default, shall be liable to repay such application money, with interest, as prescribed under the applicable law.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and commencement of
trading at the SME Platform of BSE Limited mentioned above are taken within three (3) Working Days of the Offer Closing
Date. If Equity Shares are not Allotted pursuant to the Offer within three (3) Working Days from the Offer Closing Date or
within such timeline as prescribed by the SEBI, our Company shall repay with interest all monies received from applicants,
failing which interest shall be due to be paid to the applicants at the rate of 15% per annum for the delayed period.

Impersonation:

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act,
2013 which is reproduced below:

“Any person who –

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its securities, or
(b) makes or abets making of multiple applications to a company in different names or in different combinations of his name or
surname for acquiring or subscribing for its securities; or
(c) Otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other person
in a fictitious name, shall be liable for action under section 447.”
The liability prescribed under Section 447 of the Companies Act, 2013 - any person who is found to be guilty of fraud
involving an amount of at least ten lakh rupees or one per cent. of the turnover of the company, whichever is lower shall be
punishable with imprisonment for a term which shall not be less than six months but which may extend to ten years (provided
that where the fraud involves public interest, such term shall not be less than three years) and shall also be liable to fine which
shall not be less than the amount involved in the fraud, but which may extend to three times the amount involved in the fraud.

Provided further that where the fraud involves an amount less than ten lakh rupees or one per cent. of the turnover of the
company, whichever is lower, and does not involve public interest, any person guilty of such fraud shall be punishable with
imprisonment for a term which may extend to five years or with fine which may extend to fifty lakh rupees or with both.

Consents:

Consents in writing of (a) Our Directors, Our Selling Shareholders, the Company Secretary & Compliance Officer, Chief
Financial Officer, the Statutory Auditor, Banker to the Company; (b) Lead Manager, Registrar to the Offer, Banker to the
Offer (Sponsor Bank)*, Legal Advisor to the Offer, Underwriter to the Offer* and Market Maker to the Offer* to act in their
respective capacities have been be obtained and shall be filed along with a copy of the Prospectus with the RoC, as required
under Sections 26 of the Companies Act, 2013 and such consents will not be withdrawn up to the time of filing of the
Prospectus with the RoC.

*The aforesaid will be appointed prior to filing of Prospectus with RoC and their consents as above would be obtained prior
238
to the filing of the Prospectus with RoC.

In accordance with the Companies Act and the SEBI (ICDR) Regulations, M/s. Goutam & Co, Chartered Accountants,
Statutory Auditor and Peer Review Auditor of the Company has agreed to provide their written consent to the inclusion of
their respective reports on Statement of Possible Tax Benefits relating to the possible tax benefits and Restated Financial
Statements as included in this 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.

Experts Opinion:

Except for the reports in the section “Financial Information” and “Statement of Possible Tax Benefits” on page 161 and
page 93 from the Statutory Auditors, 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.

Our Company has received written consent from Independent Chartered Engineer to include their name as required under
Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Draft Prospectus, and as an “expert” as
defined under Section 2(38) of the Companies Act, 2013 to the extent and his capacity as independent chartered engineer in
respect of details in relation to capacity and capacity utilisation of manufacturing units of our Company and such consent has
not been withdrawn as on the date of this Draft Prospectus.

Fees, Brokerage and Selling Commission payable:

The total fees payable to the Lead Manager will be as per the (i) Issue Agreement dated [●] with the Lead Manager Sun
Capital Advisory Services Private Limited, (ii) the Underwriting Agreement dated [●] with Underwriter and (iii) the Market
Making Agreement dated [●] with Market Maker, a copy of which is available for inspection at our Registered Office from
10.00 AM to 5.00 PM on Working Days from the date of the Prospectus until the Offer Closing Date.

Fees Payable to the Registrar to the Offer:

The fees payable to the Registrar to the Offer for processing of applications, data entry, printing of CAN, tape and printing
of bulk mailing register will be as per the agreement between our Company and the Registrar to the Offer dated [●] a copy
of which is available for inspection at our Company’s Registered Office.

The Registrar to the Offer will be reimbursed for all out-of-pocket expenses including cost of stationery, postage, stamp duty,
and communication expenses. Adequate funds will be provided to the Registrar to the Offer to enable it to send allotment
advice by registered post/speed post/ email.

Particulars regarding Public or Rights Issues during the last five (5) years

Our Company has not made any previous public or rights issue in India or abroad in the preceding five (5) years from the
date of this Draft Prospectus. Further for details in relation to right issue made by our Company, please refer to section titled
"Capital Structure" on page 60.

Previous issues of Equity Shares otherwise than for cash:

For detailed description please refer to section titled “Capital Structure” beginning on page 60.

Underwriting Commission, brokerage and selling commission on Previous Issues:

Since this is the initial public Offering 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 in
last five (5) years.
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Performance vis-à-vis objects – issue of subsidiaries/ listed promoters:

As on date of this Draft Prospectus, our Company does not have any listed subsidiaries. Further, as on date of this Draft
Prospectus, our Company does have a corporate promoter i.e. Kajal Fashionwear Private Limited.

Performance vis-a-vis objects – Public/right issue of our Company:

Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations, and this Offer is an “Initial Public Offering”
in terms of the SEBI (ICDR) Regulations. Therefore, data regarding promise versus performance is not applicable to us.

Option to Subscribe:

a) Investors will get the allotment of specified securities in dematerialization form only.
b) The equity shares, on allotment, shall be traded on stock exchange in Demat segment only.

Outstanding Debentures or Bond Issues or Redeemable Preference Shares:

Our Company does not have any outstanding debentures or bonds or Preference Redeemable Shares as on the date of filing
this Draft Prospectus.

Partly Paid-Up Shares:

As on the date of this Draft Prospectus, there are no partly paid-up Equity Shares of our Company.

Outstanding Convertible Instruments:

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

Stock Market Data of the Equity Shares:

Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations, and this Offer is an “Initial Public Offering”
in terms of the SEBI (ICDR) Regulations. Thus, there is no stock market data available for the Equity Shares of our Company.

Mechanism for Redressal of Investor Grievances:

The agreement between the Registrar to the Offer and our Company provides for retention of records with the Registrar to
the Offer for a period of at least eight (8) years from the last date of dispatch of the letters of allotment and demat credit to
enable the investors to approach the Registrar to the Offer for redressal of their grievances.

We hereby confirm that there are no investor complaints received during the three years preceding the filing of this Draft
Prospectus. Since there are no investor complaints received, none are pending as on the date of filing of this Draft Prospectus.

Investors may contact the Lead Manager for any complaint pertaining to the Offer. All grievances, may be addressed to the
Registrar to the Offer, with a copy to the relevant Designated Intermediary, where the Application Form was submitted,
quoting the full name of the sole or first Applicant, Application Form number, Applicants’ DP ID, Client ID, PAN, address
of the Applicant, number of Equity Shares applied for, date of Application Form, name and address of the relevant Designated
Intermediary, where the application was submitted and ASBA Account number in which the amount equivalent to the
application amount was blocked. Further, the Applicant shall enclose the Acknowledgement Slip or provide the
acknowledgement number received from the Designated Intermediaries in addition to the documents/information mentioned
hereinabove. Our Company, Lead Manager and the Registrar accept no responsibility for errors, omissions, commission of
any acts of the Designated Intermediaries, including any defaults in complying with its obligations under the SEBI ICDR
240
Regulations.

Disposal of Investor Grievances by our Company:

Our Company estimates that the average time required by our Company or the Registrar to the Offer for the redressal
of routine investor grievances shall be 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 Mr. Haraprasad Rout, Company Secretary and Compliance Officer to redress
complaints, if any, of the investors participating in the Offer. Contact details for our Company Secretary and
Compliance Officer are as follows:

Telephone No.: +91 94388 43962

E-Mail: secretarial@nilachalcoke.com

Investors can contact the Compliance Officer or the Registrar in case of any pre-Offer or post-Offer 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.

Our Board by a resolution on July 05, 2024 constituted a Stakeholders Relationship Committee. For further details,
please refer to section titled “Our Management” beginning on page 137.

The Company Secretary of our Company shall serve as the secretary of the Stakeholders’ Relationship Committee.

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 do not have any listed company under the same management.

Tax Implications:

Investors who are allotted Equity Shares in the Offer will be subject to capital gains tax on any resale of the Equity
Shares at applicable rates, depending on the duration for which the investors have held the Equity Shares prior to
such resale and whether the Equity Shares are sold on the Stock Exchanges. For details, please refer the section
titled “Statement of Possible Tax Benefits” beginning on page 93.

Purchase of Property:

Other than as disclosed in Section “Our Business” beginning on page 102 there is no property which has been
purchased or acquired or is proposed to be purchased or acquired which is to be paid for wholly or partly from the
proceeds of the present Offer or the purchase or acquisition of which has not been completed on the date of this
Draft Prospectus.

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Except as stated elsewhere in this Draft Prospectus, our Company has not purchased any property in which the Promoters
and/or Directors have any direct or indirect interest in any payment made there under.

Capitalization of Reserves or Profits:

Except as disclosed under section titled “Capital Structure” beginning on page 60, our Company has not capitalized its
reserves or profits at any time during the last five (5) years.

Revaluation of Assets:

Our Company has not revalued its assets in five (5) years preceding the date of this Draft Prospectus.

Servicing Behaviour:

Except as stated in this Draft Prospectus, there has been no default in payment of statutory dues or of interest or principal in
respect of our borrowings or deposits.

Payment or benefit to officers of our Company:

Except statutory benefits upon termination of their employment in our Company or superannuation, no officer of our
Company is entitled to any benefit upon termination of his employment in our Company or superannuation.

Except as disclosed in chapter titled “Our Management” beginning on page 137 and chapter titled “Financial Information”
beginning on page 161 none of the beneficiaries of loans and advances and sundry debtors are related to the Directors of our
Company.

Other confirmations:

Any person connected with the Offer shall not offer any incentive, whether direct or indirect, in any manner, whether in cash
or kind or services or otherwise to any person for making an application in the Offer, except for fees or commission for
services rendered in relation to the Offer.

Exemption from complying with any provisions of securities laws, if any:

As on date of the Draft Prospectus, our Company has not availed any exemption from complying with any provisions of
securities laws granted by SEBI.

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 SECTION IX – OFFER INFORMATION

TERMS OF THE OFFER

The Equity Shares being issued, offered are subject to the provisions of the Companies Act, SEBI ICDR Regulations, SCRA,
SCRR, our Memorandum and Articles of Association, SEBI LODR Regulations, the terms of the draft Prospectus, the
Application Form, the Revision Form, the Confirmation of Allocation Note and other terms and conditions as may be
incorporated in the allotment advices and other documents/certificates that may be executed in respect of this Offer. The
Equity Shares shall also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the Offer
of capital and listing and trading of securitiesoffered from time to time by SEBI, the Government of India, the BSE SME, the
RBI, ROC and/or other authorities, as in force on the date of the Offer and to the extent applicable or such other conditions
as may be prescribed by the SEBI, the Government of India, the Stock Exchange, the RoC and/or any other authorities while
granting its approval for the Offer.

Please note that, in terms of Regulation 256 of the SEBI ICDR Regulations read with SEBI Circular No.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, all the applicants have to compulsorily apply through the ASBA
Process and further in terms of SEBI through its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018,
and as modified though its circular SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26,
2019 and circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 and the circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated
March 31, 2021 (together, the “UPI Circular”) in relation to clarifications on streamlining the process of public Offer of
equity shares and convertibles it has proposed to introduce an alternate payment mechanism using Unified Payments Interface
(“UPI”) and consequent reduction in timelines for listing in a phased manner. Currently, for application by RIIs through
Designated Intermediaries, the existing process of physical movement of forms from Designated Intermediaries to SCSBs for
blocking of fundsis discontinued and RIIs submitting their Application Forms through Designated Intermediaries (other than
SCSBs) can only use the UPI mechanism with existing timeline of T+3 days. Further, pursuant to SEBI circular
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, the final reduced timeline of T+3 days using the UPI Mechanism
for applications by UPI Bidders (“UPI Phase III”), has been notified and made effective on a voluntary basis for public issues
opening on or after September 1, 2023, andon a mandatory basis for public issues opening on or after December 1, 2023.

Further vide the said circular Registrar to the Offer and Depository Participants have been also authorized to collect the Application
forms. Investor may visit the official website of the concerned for any information on operationalization of this facility of form
collection by the Registrar to the Offer and Depository Participants as and when the same is made available.

AUTHORITY FOR THE OFFER

Our Board of Directors have vide resolution dated August 10, 2024 authorized the Offer, subject to the approval by the
shareholders of our Company under Section 28 and Section 62(1) (c) of the Companies Act, 2013.

The shareholders have authorized the Offer, by passing a Special Resolution at the Extra Ordinary General Meeting held on
September 4, 2024 in accordance with the provisions of Section 28 and 62 (1)(c) of the Companies Act, 2013.

The Offer for Sale has been authorised by the board and shareholders of the Selling Shareholder by a resolution dated
September 2, 2024 as the Number of Equity Shares offered are as follows:

Sr. No. Name of the Selling Shareholder No. of Equity Shares Offered
1. Kajal Fashionwear Agency Private Limited 40,00,000
Total 40,00,000

RANKING OF EQUITY SHARES

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The Equity Shares being offered shall be subject to the provisions of the Companies Act 2013, our Memorandum of
Associations and Articles of Association shall rank pari passu in all respects with the existing Equity Shares including in respect
of the rights to receive dividends and other corporate benefits, if any, declared by us after the date of Allotment. For further
details, please see the section titled “Description of Equity Shares and Terms of the Articles of Association” beginning on
page 287.

MODE OF PAYMENT OF DIVIDEND

Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the Companies Act,
the Memorandum and Articles of Association and provisions of the SEBI LODR Regulations and any other guidelines or
directions which may be issued by the Government in this regard. Dividends, if any, declared by our Company after the date of
Allotment and pursuant to the transfer of Equity Shares from the Offer for Sale, will be payable to the Applicants or the
transferees who have beenAllotted Equity Shares in the Offer, for the entire year, in accordance with applicable laws. For
further details, in relation to dividends, see “Dividend Policy” and “Description of Equity Shares and Terms of the Articles of
Association” beginning on pages 160 and 287, respectively.

FACE VALUE AND OFFER PRICE

The Equity Shares having a face value of ₹ 10 /- each are being offered in terms of this Draft Prospectus at the Offer Price of
per [●] Equity Share. The Offer Price is determined by our Company and selling shareholder in consultation with the Lead
Manager and isjustified under the chapter titled “Basis for Offer Price” beginning on page 87.

At any given point of time there shall be only one denomination of the Equity Shares of our Company, subject to applicable
laws.

COMPLIANCE WITH ICDR REGULATIONS

Our Company shall comply with all requirements of the ICDR Regulations, as amended time to time.

COMPLIANCE WITH DISCLOSURE AND ACCOUNTING NORMS

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

RIGHTS OF THE EQUITY SHAREHOLDERS

Subject to applicable laws, rules, regulations and guidelines and our Articles of Association, our Shareholders shall
have the following rights:

1. Right to receive dividends, if declared;

2. Right to receive Annual Reports and notices to members;
3. Right to attend general meetings and exercise voting rights, unless prohibited by law;
4. Right to vote on a poll either in person or by proxy and e-voting, in accordance with the provisions of the Companies
Act;
5. Right to receive offers for rights shares and be allotted bonus shares, if announced;
6. Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;
7. Right of free transferability of the Equity Shares, subject to applicable laws including any RBI rules and regulations;
and
8. Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the
SEBI LODR Regulations, and our Memorandum of Association and Articles of Association.

For a detailed description of the main provisions of the Articles of Association of our Company relating to voting rights,
dividend,forfeiture and lien, transfer, transmission and/or consolidation or splitting, see “Description of Equity Shares and
244
Terms of the Articles of Association” beginning on page 287.

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 dematerialized form. As per the
existing ICDR Regulations, the trading of the Equity Shares shall only be in dematerialized form for all applicants. In this
context, the two agreements to be signed among our Company, the respective Depositories and the Registrar to the Offer:

The ISIN of the Company is INE346R01013

MARKET LOT AND TRADING LOT

Trading of the Equity Shares will happen in the minimum contract size of [●] Equity Shares in terms of the SEBI circular no.
CIR/MRD/DSA/06/2012 dated February 21, 2012 and the same may be modified by BSE from time to time by giving prior
noticeto investors at large.

Allocation and allotment of Equity Shares through this Offer will be done in multiples of [●] Equity Share subject to a minimum
allotment of [●] Equity Shares to the successful Applicants. Further, in accordance with Regulation 267 (2) SEBI (ICDR)
Regulations the minimum application size in terms of number of specified securities shall not be less than Rupees One Lakh per
application.

JOINT HOLDERS

Where 2 (two) or more persons are registered as the holders of any Equity Shares, they will be deemed to hold such Equity
Sharesas joint holders with benefits of survivorship.

JURISDICTION

Exclusive jurisdiction for the purpose of this Offer is with the competent courts/authorities in Bhubaneswar, Odisha

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 Offered 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 Offered or
sold outside the United States in compliance with Regulation S under the Securities Act and the applicable laws of the
jurisdictions where those Offer and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India
andmay 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.

NOMINATION FACILITY INVESTOR

In accordance with Section 72 (1) & 72 (2) of the Companies Act, 2013, the sole or first applicant, along with other joint
applicant,may nominate any one person in whom, in the event of the death of sole applicant or in case of joint applicant, death
of all the applicants, as the case may be, the Equity Shares allotted, if any, shall vest. A person, being a nominee, entitled to the
Equity Sharesby reason of the death of the original holder(s), shall in accordance with Section 72 (3) of the Companies Act,
2013, be entitled to the same advantages to which he or she would be entitled if he or she were the registered holder of the
Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint, in accordance to Section 72
(4) of the Companies Act, 2013, any person to become entitled to Equity Share(s) in the event of his or her death during the
minority. A nomination shall stand rescinded upon a sale of equity share(s) by the person nominating. A buyer will be entitled
to make a fresh nomination in the mannerprescribed. Fresh nomination can be made only on the prescribed form available on
245
request at the Registered Office of our Companyor 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
uponthe production of such evidence as may be required by the Board of Directors, elect either:

a) To register himself or herself as the holder of the Equity Shares; or

b) To make such transfer of the Equity Shares, as the deceased holder could have made.

Further, our Board of Directors may at any time give notice requiring any nominee to choose either to be registered himself
or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, the Board of
Directors may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the Equity Shares,
until the requirements of the notice have been complied with.

Since the Allotment of Equity Shares in the Offer will be made only in dematerialized form, there is no need to make a separate
nomination with our Company. Nominations registered with the respective Depository Participant of the applicant would
prevail. If the Applicants require changing the nomination, they are requested to inform their respective Depository Participant.

OFFER PROGRAM

An indicative timetable in respect of the Offer is set out below:

Offer Opens on [●]

Offer Closes on [●]
Finalization of Basis of Allotment with the Designated Stock Exchange On or before [●]
Initiation of Allotment/Refunds / unblocking of funds from ASBA Account On or before [●]
or UPI ID linked bank account*
Credit of Equity Shares to demat account of the Allottees On or before [●]
Commencement of trading of the Equity Shares on the Stock Exchanges On or before [●]

*In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) for cancelled/ withdrawn/ deleted ASBA Forms, the Applicant shall be compensated at a uniform rate of ₹ 100
per day or 15% deletion is placed in the Stock Exchange Applying platform until the date on which the amounts are
unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked through the UPI
Mechanism), the Applicant shall be compensated at a uniform rate ₹ 100 per day or 15% per annum of the total cumulative
blocked amount except the original application amount, whichever is higher from the date on which such multiple amounts
were blocked till the date of actual unblock; (iii) any blocking of amounts more than the Application Amount, the Applicant
shall be compensated at a uniform rateof ₹ 100 per day or 15% per annum of the difference in amount, whichever is higher
from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in unblocking of
non-allotted/ partially allotted Application, exceeding two Working Days from the Offer Closing Date, the Applicant shall
be compensated at a uniform rate of ₹ 100 per dayor 15% per annum of the Application Amount, whichever is higher for
the entire duration of delay exceeding two Working Days from the Offer Closing Date by the SCSB responsible for causing
such delay in unblocking. The post Offer LM shall be liable forcompensating the Applicant at a uniform rate of ₹ 100 per
day or 15% per annum of the Application Amount, whichever is higher from the date of receipt of the Investor grievance
until the date on which the blocked amounts are unblocked. For the avoidance of doubt, the provisions of the SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and the Applicant shall be compensated in the
manner specified in the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021, as amended
pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, as amended pursuant to SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular no
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 which for the avoidance of doubt shall be deemed to be
incorporated in the deemed agreement of the Company with theSCSBs to the extent applicable.

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In terms of Regulation 265 of SEBI ICDR Regulations, the Offer shall be open after at least three (3) working days from
the date of filing the Prospectus with the Registrar of Companies.

In terms of Regulation 266 (3) of SEBI ICDR Regulations, in case of force majeure, banking strike or similar circumstances,
our Company may, for reasons to be recorded in writing, extend the Offer Period disclosed in the Prospectus, for a minimum
period ofthree (3) working days, subject to the provisions of Regulation 266 (1).

The above timetable is indicative and does not constitute any obligation on our Company or the Lead Manager.

Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the
commencementof trading of the Equity Shares on the Stock Exchange are taken within three Working Days of the Offer Closing
Date, the timetablemay change due to various factors, such as extension of the Offer Period by our Company, or any delays in
receiving the final listingand trading approval from the Stock Exchange. The Commencement of trading of the Equity Shares
will be entirely at the discretionof the Stock Exchange and in accordance with the applicable laws.

Each of the Promoter confirms that it shall extend such reasonable support and co- operation in relation to its respective portion
ofthe Offered Shares for completion of the necessary formalities for listing and commencement of trading of the Equity Shares
at theStock Exchanges within three Working Days from the Offer Closing Date or such other period as may be prescribed by
SEBI.

Applications and any revision to the same shall be accepted only between 10.00 a.m. and 5.00 p.m. (IST) during the Offer
Period(except for the Offer Closing Date). On the Offer Closing Date, the Applications and any revision to the same shall be
accepted between 10.00 a.m. and 3.00 p.m. (IST) or such extended time as permitted by the Stock Exchanges, in case of
Applications by Retail Individual Investors after taking into account the total number of applications received up to the closure
of timings and reported by the Lead Manager to the Stock Exchanges. It is clarified that Applications not uploaded on the
electronic system would be rejected. Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding
any public holiday).

Due to limitation of time available for uploading the Applications on the Offer Closing Date, the Applicants are advised to
submittheir applications one day prior to the Offer Closing Date and, in any case, no later than 3.00 p.m. (IST) on the Offer
Closing Date. All times mentioned in this Draft Prospectus are Indian Standard Times. Applicants are cautioned that in the
event a largenumber of Applications are received on the Offer Closing Date, as is typically experienced in public offerings,
some Applicationsmay not get uploaded due to lack of sufficient time. Such Applications that cannot be uploaded will not be
considered for allocationunder the Offer. Applications will be accepted only on Business Days. Neither our Company nor the
Lead Manager is liable for any failure in uploading the Applications due to faults in any software/hardware system or
otherwise.

In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are not allowed to withdraw or lower
the size of their applications (in terms of the quantity of the Equity Shares or the Applications Amount) at any stage. Retail
Individual Investors can revise or withdraw their Applications prior to the Offer Closing Date. Except Allocation to Retail
Individual Investors, Allocation in the Offer will be on a proportionate basis.

In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical or the electronic
Application Form, for a particular Applicant, the details as per the file received from the Stock Exchange may be taken as the
final data for the purpose of Allotment. In case of discrepancy in the data entered in the electronic book vis-à-vis the data
containedin the physical or electronic Application Form, for a particular ASBA Applicant, the Registrar to the Offer shall ask
the relevantSCSB or the member of the Syndicate for rectified data.

It is clarified that applications not uploaded on the electronic bidding system or in respect of which the full application
Amount is not blocked by SCSBs or under the UPI Mechanism, as the case may be, would be rejected.

MINIMUM SUBSCRIPTION
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This offer is not restricted to any minimum subscription level and is 100% underwritten. As per Section 39 of the Companies
Act, 2013, if the stated minimum amount has not been subscribed and the sum payable on application is not received within a
period of 30 days from the date of the Prospectus, the application money has to be returned within such period as may be
prescribed. If our Company does not receive the 100% subscription of the offer through the Offer Document including
devolvement of Underwriters, if any, within sixty (60) days from the date of closure of the offer, our Company shall forthwith
refund the entire subscription amount received. If there is a delay beyond 15 days after our Company becomes liable to pay
the amount, our Company and every officer in default will, on and from the expiry of this period, be jointly and severally
liable to repay the money, with interest or other penalty as prescribed under the SEBI Regulations, the Companies Act 2013 and
applicable law.

In terms of Regulation 272(2) of SEBI ICDR Regulations, in case the Company fails to obtain listing or trading permission
fromthe stock exchanges where the specified securities are proposed to be listed, it shall refund through verifiable means the
entire monies received within four days of receipt of intimation from stock exchange(s) rejecting the application for listing of
specifiedsecurities, and if any such money is not repaid within four days after the offeror becomes liable to repay it, the offeror
and every director of the company who is an officer in default shall, on and from the expiry of the fourth day, be jointly and
severally liableto repay that money with interest at the rate of fifteen per cent per annum.

In terms of Regulation 260 of the SEBI (ICDR) Regulations, 2018, the Offer is 100% underwritten. For details of underwriting
arrangement, kindly refer the chapter titled “General Information” on page 52. Further, in accordance withRegulation 267 of
the SEBI (ICDR) Regulations, 2018, the minimum application size in terms of number of specified securities shall not be less
than Rupees One Lakh per application.

The minimum number of allottees in this Offer shall be 50 shareholders. In case the minimum number of prospective allottees
isless than fifty (50), no allotment will be made pursuant to this Offer and the monies blocked by the SCSBs shall be unblocked
within four (4) working days of closure of Offer.

The Equity Shares have not been and will not 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, expect in compliance
with the application law of such jurisdiction.

ARRANGEMENTS FOR DISPOSAL OF ODD LOTS

The trading of the Equity Shares will happen in the minimum contract size of [●] shares in terms of the SEBI circular No.
CIR/MRD/DSA/06/2012 dated February 21, 2012. However, 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 BSE SME.

WITHDRAWAL OF THE OFFER

Our Company and the Selling Shareholder in consultation with the Lead Manager, reserve the right to not to proceed with the
Offer after the Offer Opening Date but before the Allotment. In such an event, our Company would Offer a public notice in the
newspapers in which the pre-Offer advertisements were published, within two (2) days of the Offer Closing Date or such other
time as may be prescribed by SEBI, providing reasons for not proceeding with the Offer. The Lead Manager through, the Registrar
to the Offer, shall notify the SCSBs or the Sponsor Bank to unblock the bank accounts of the ASBA Bidders within one (1)
working day from the date of receipt of such notification. Our Company shall also inform the same to the Stock Exchange on
which Equity Shares are proposed to be listed. If the Offer is withdrawn after the designated Date, amounts that have been credited
to the Public Offer Account shall be transferred to the Refund Account.

Notwithstanding the foregoing, this Offer is also subject to obtaining (i) the final listing and trading approvals of the Stock
Exchange, which our Company shall apply for after Allotment, and (ii) the final ROC approval of the Prospectus after it is registered
with the ROC. If our Company and Selling Shareholder withdraws the Offer after the Offer Closing Date and thereafter determines
that it will proceed with an Offer, our Company shall file a fresh Draft Prospectus.
248
RESTRICTIONS, IF ANY ON TRANSFER AND TRANSMISSION OF EQUITY SHARES

The lock-in of the pre-offer capital of our Company as provided in “Capital Structure” beginning on page 60 and except as
provided in our Articles of Association there are no restrictions on transfer of Equity Shares. Further, there are no restrictions
on the transmission of shares/debentures and on their consolidation/splitting, except as provided in the Articles of Association.
For details, see “Description of Equity Shares and Terms of the Articles of Association” beginning on page 287.

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, the Selling Shareholders and the Lead Manager do not accept any responsibility for
the completeness and accuracy of the information stated hereinabove. Our Company, the Selling Shareholders and the Lead
Managers 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.

NEW FINANCIAL INSTRUMENT

As on the date of this Draft Prospectus, there are no outstanding warrants, new financial instruments or any rights, which would
entitle the shareholders of our Company, including our Promoter, to acquire or receive any Equity Shares after the Offer. Further,
our Company is not issuing any new financial instruments through this Offer.

ALLOTMENT OF EQUITY SHARES IN DEMATERIALIZED FORM

In accordance with the ICDR Regulations, Allotment of Equity Shares to successful Applicants will only be in the dematerialized
form. Applicants will not have the option of Allotment of the Equity Shares in physical form. The Equity Shares on Allotment
will be traded only on the dematerialized segment of the Stock Exchange.

APPLICATION BY ELIGIBLE NRIS, FPIS / FIIS REGISTERED WITH SEBI, VCFS REGISTERED WITH SEBI
AND ELIGIBLE QFIS

It is to be understood that there is no reservation for Eligible NRIs, FPIs or VCF registered with SEBI. Such Eligible NRIs, FPIs
or VCF registered with SEBI will be treated on the same basis with other categories for the purpose of Allocation.

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.

Further as per the extent Guidelines of the Government of India, OCBs cannot participate in this Offer.

MIGRATION TO MAIN BOARD

In accordance with the BSE Circular dated November 26, 2012 as amended from time to time and notice dated December 20,
2021 our Company will have to be mandatorily listed and traded on the SME Platform for a minimum period of two years from
the date of listing and only after that it can migrate to the Main Board of the BSE as per the guidelines specified by SEBI and
asper the procedures laid down under Chapter IX of the SEBI (ICDR) Regulations.

As per the provisions of the Chapter IX of the SEBI ICDR Regulations, our Company may migrate to the mainboard of BSE

249
from the BSE SME on a later date subject to the following:

1. If the paid-up capital of the Company is likely to increase above ₹25 crores by virtue of any further offer of capital by way
of rights, preferential offer, bonus offer etc. (which has been approved by a special resolution through postal ballot wherein
the votes cast by the shareholders other than the promoter in favour of the proposal amount to at least two times the number
of votes cast by shareholders other than promoter shareholders against the proposal and for which the Company has obtained
in-principal approval from the main board), we shall have to apply to BSE for listing our shares on its Main Board subject
to the fulfilment of the eligibility criteria for listing of specified securities laid down by the Main Board.

2. If the paid-up capital of the Company is more than ₹10 crores but below ₹25 crores, we may still apply for migration to the
main board if the same has been approved by a special resolution through postal ballot wherein the votes cast by the
shareholders other than the promoter shareholders in favour of the proposal amount to at least two times the number of
votes cast by shareholders other than promoter shareholders against the proposal.

MARKET MAKING

The shares offered through this Offer are proposed to be listed on the BSE SME with compulsory market making through the
registered Market Maker of the SME Exchange for a minimum period of three years or such other time as may be prescribed by
the Stock Exchange, from the date of listing on BSE SME. For further details of the market making arrangement please refer the
chapter titled “General Information” beginning on page 52.

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 OFFER STRUCTURE

This Offer is being made in terms of Regulation 229(2) of Chapter IX of SEBI ICDR Regulations, as amended from time to
time, whereby, our post Offer paid-up capital does not exceed ten crore rupees. The Company shall Offer specified securitiesto
the public and propose to list the same on the Small and Medium Enterprise Exchange (“SME Exchange”, in this case being the
BSE SME). For further details regarding the salient features and terms of such this Offer, please see the chapters titled “Terms
of the Offer” and “Offer Procedure” beginning on pages 243 and 253 respectively.

OFFER STRUCTURE

Initial Public Offer of up to 66,00,000 Equity Shares of face value of ₹ 10/- each for cash at a price of ₹ 6,60,00,000 /- per Equity
Share (including a Share Premium of [●] per Equity Share), aggregating to ₹ [●] Lakhs comprising of Fresh Offer of up to
26,00,000 Equity shares for Cash at an Offer Price ₹10 /- per Equity Share aggregating up to ₹ 260 Lakh by our Company and
an Offer For Sale of up to 40,00,000 Equity Shares for cash at an Offer Price of ₹ 10 /- per Equity Share aggregating to ₹ 400
Lakhs by the Selling Shareholders.

The Offer comprises a reservation of up to [●] Equity Shares of face value of ₹ 10/- each for subscription by the designated
Market Maker (“the Market Maker Reservation Portion”) and Net Offer to Public of up to [●] Equity Shares of face value of ₹
10/- each (“the Net Offer”). The Offer and the Net Offer will constitute [●] % and [●] %, respectively of the post Offer paid-up
equity share capital of the Company. The Offer is being made through the Fixed Price Process.

Particulars Net Offer to Public Market Maker Reservation Portion

Number of Equity Shares Up to [●] Equity Shares Up to [●] Equity Shares
available for allocation(1)
Percentage of Offer Size [●]% of the Offer Size [●] % of the Offer Size
available for Allocation
Basis of Allotment Proportionate subject to minimum allotment of [●] Firm Allotment
Equity Shares and further allotment in multiples of
[●] Equity Shares each (1)

For further details please refer section titled “Offer

Procedure” on page 253.
Mode of Application All the applicants shall make the application (Online or Physical) through the ASBA
Process only (including UPI mechanism for Retail Individual Investors using Syndicate
ASBA)
Mode of Allotment Compulsorily in dematerialized form
Minimum Application Size For Other than Retail Individual Investors: [●] Equity Shares
Such number of Equity Shares in multiples of [●]
Equity Shares such that the Application Value
exceeds ₹2.00 Lakhs.

For Retail Individuals Investors:

Such number of Equity Shares in multiples of [●]
Equity Shares such that the Application Value
does not exceed ₹2.00 Lakhs
Maximum Application Size For Other than Retail Individual Investors: [●] Equity Shares

Such number of Equity Shares in multiples of [●]

Equity Shares such that the Application Size does
not exceed [●] Equity Shares, subject to

251
 applicable limits to the Applicant.

For Retail Individuals Investors:

Such number of Equity Shares in multiples of [●]

Equity Shares such that the application
value does not exceed ₹2.00 Lakhs
Trading Lot [●] Equity Shares [●] Equity Shares. However, the
MarketMaker may buy odd lots if any
in the market as required under the
SEBI ICDR Regulations.
Who can Apply (2) For Other than Retail Individual Investors: Market Maker
Resident Indian individuals, Eligible NRIs, HUFs
(in the name of the Karta), companies, corporate
bodies, scientific institutions societies and trusts.

For Retail Individuals Investors:

Resident Indian individuals, HUFs (in the name
of the Karta) and Eligible NRIs.
Terms of Payment (3) The entire Application Amount will be payable at the time of submission of the
Application Form.
Application Lot Size [●] Equity Share and in multiples of [●] Equity Shares thereafter

(1) Since present Offer is a fixed price Offer, the allocation in the net Offer to the public category in terms of Regulation253(2)
of the SEBI ICDR Regulations, 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.

Explanation - For the purpose of sub-regulation (2), if the retail individual investor category is entitled to more than fifty per
cent of the Offer size on a proportionate basis, the retail individual investors shall be allocated that higher percentage.”

(2) In case of joint Applications, the Application Form should contain only the name of the first Applicant whose name should also
appear as the first holder of the beneficiary account held in joint names. The signature of only such first Applicant would be
required in the Application Form and such first Applicant would be deemed to have signed on behalf of the joint holders.

(3) In case of ASBA Applicants, the SCSB shall be authorized to block such funds in the bank account of the ASBA Applicant
(including Retail Individual Investors applying through UPI mechanism) that are specified in the Application Form. SCSBs
applying in the Offer must apply through an ASBA Account maintained with any other SCSB.

This Offer is being made in terms of Chapter IX of the SEBI ICDR Regulations. For further details, please refer chaptertitled
“Offer Procedure” beginning on page 253.

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 OFFER PROCEDURE

All Applicants should read the General Information Document for Investing in Public Issue (“GID”) prepared and issued in
accordance with the SEBI circular no SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 which is issued in
supersession of the Circular SEBI Circular CIR/CFD/DIL/12/2013 dated October 23, 2013 & UPI Circular which highlights the
key rules, processes and procedures applicable to public issues in general in accordance with the provisions of the Companies
Act, the SCRA, the SCRR and the SEBI ICDR Regulations. The General Information Document is available on the website of
Stock Exchange(s), the Company and the Lead Manager. Please refer to the relevant provisions of the General Information
Document which are applicable to the Offer.

Additionally, all Applicants may refer to the General Information Document for information in relation to (i) category of
investors eligible to participate in the Offer; (ii) maximum and minimum Application size; (iii) price discovery and allocation;
(iv) payment Instructions for ASBA Applicants; (v) issuance of Confirmation of Allocation Note (“CAN”) and Allotment in the
Offer; (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 applications in cases of
individual, multiple applications and instances when an application would be rejected on technical grounds); (xi) applicable
provisions of Companies Act, 2013 relating to punishment for fictitious applications; (xii) mode of making refunds; and (xiii)
interest in case of delay in Allotment or refund.

SEBI vide the UPI Circulars, has introduced an alternate payment mechanism using Unified Payments Interface (“UPI”) and
consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the UPI mechanisms for RIIs applying
through Designated Intermediaries have been made effective along with the existing process and existing timeline of T+6 days
(“UPI Phase I”). The same was applicable until June 30, 2019.

With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read with
circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Applications by RIIs through
Designated Intermediaries (other than SCSBs), the existing process of physical movement of forms from such Designated
Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism for such Applications with
existing timeline of T+6 days will continue for a period of three months or launch of five main board public issues, whichever
is later (“UPI Phase II”). Further pursuant to SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended
the timeline for implementation of UPI Phase II till further notice. 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 the final reduced timeline
of T+3 days be made effective using the UPI Mechanism for applications by RIIs (“UPI Phase III”), as may be prescribed by
the SEBI. Pursuant to SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, the final reduced timeline of
T+3 days using the UPI Mechanism for applications by UPI Applicants has been made voluntary for public issues opening on
or after September 1, 2023, and mandatory for public issues opening on or after December 1, 2023 (“T+3 Circular”). The Offer
will be undertaken pursuant to the processes and procedures under UPI Phase III, subject to any circulars, clarification or
notification issued by SEBI from time to time. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M
dated March 16, 2021 as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20,2022 and SEBI circular no SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30,
2022, 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 01, 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 the Prospectus. Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated
April 5, 2022, all individual applicants in initial public offerings (opening on or after May 1, 2022) whose application sizes are
up to ₹500,000 shall use the UPI Mechanism. If the Offer is made under UPI Phase III, the same will be advertised in all editions
of the English national daily newspaper, all editions of the Hindi national daily newspaper, regional edition of the regional daily
newspaper on or prior to the Offer Opening Date and such advertisement shall also be made available to the Stock Exchange for
the purpose of uploading on their website. Subsequently, pursuant to SEBI circular no SEBI/HO/CFD/DIL2/P/CIR/2022/75
dated May 30, 2022, applications made using the ASBA facility in initial public offerings (opening on or after September 1,
2022) shall be processed only after application monies are blocked in the bank accounts of investors (all categories).
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In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
exceeding Two (2) Working Days from the Offer Closing Date, the Applicant shall be compensated at a uniform rate of ₹100
per day for the entire duration of delay exceeding Two (2) Working Days from the Offer 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. Further, SEBI vide its circular no.
SEBI/HO/CFD/DIL1/CIR/P/2021/47dated March 31, 2021, has reduced the timelines for refund of Application money to four
days.

Our Company, Selling Shareholder and Lead Manager do not accept any responsibility for the completeness and accuracy of
the information stated in this section and the General Information Document and is not liable for any amendment, modification
or change in the applicable law which may occur after the date of this Draft Prospectus. Applicants are advised to make their
independent investigations and ensure that their applications are submitted in accordance with applicable laws and do not exceed
the investment limits or maximum number of Equity Shares that can be held by them under applicable law or as specified in this
Draft Prospectus and the Prospectus.

Further, the Company, Selling Shareholder and the Lead Manager are not liable for any adverse occurrences’ consequent to the
implementation of the UPI Mechanism for application in this Offer.

PHASED IMPLEMENTATION OF UNIFIED PAYMENTS INTERFACE

SEBI has issued UPI Circulars in relation to streamlining the process of public Offer of equity shares and convertibles. Pursuant
to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism (in addition to
mechanism of blocking funds in the account maintained with SCSBs under the ASBA) for applications by RIIs through
intermediaries with the objective to reduce the time duration from public Offer closure to listing from six working days to up to
three working days. Considering the time required for making necessary changes to the systems and to ensure complete and
smooth transition to the UPI payment mechanism, the UPI Circular proposes to introduce and implement the UPI payment
mechanism in three phases in the following manner:

Phase I: This phase has become applicable from January 1, 2019 and will continue till June 30, 2019. Under this phase, a Retail
Individual Investor would also have the option to submit the Application Form with any of the intermediary and use his / her
UPI ID for the purpose of blocking of funds. The time duration from public Offer closure to listing would continue to be six
working days.

Phase II: This phase commenced on completion of Phase I, i.e., with effect from July 1, 2019 and was to be continued for a
period of three months or launch of five main board public issues, whichever is later. Further, as per the SEBI circular
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, the UPI Phase II has been extended until March 31, 2020.
Further still, as per SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, the current Phase II of Unified
Payments Interface with Application Supported by Blocked Amount be continued till further notice. Under this phase,
submission of the Application Form by a Retail Individual Investor through intermediaries to SCSBs for blocking of funds will
be discontinued and will be replaced by the UPI Mechanism. However, the time duration from public offer closure to listing
would continue to be six working days during this phase.

Phase III: This phase has become applicable on a mandatory basis for all public issues opening on or after December 1, 2023
as per the SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“T+3 Notification”). In this phase,
the time duration from public issue closure to listing has been reduced to three Working Days. The Offer shall be undertaken
pursuant to the processes and procedures as notified in the T+3 Notification as applicable, subject to any circulars, clarification
or notification issued by SEBI from time to time, including any circular, clarification or notification which may be issued by
SEBI from time to time.

All SCSBs issuing facility of making application in public issues shall also provide facility to make application using the UPI
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Mechanism. Our Company will be required to appoint one of the SCSBs as a sponsor bank to act as a conduit between the Stock
Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions of the Retail Individual Investors
into the UPI payment mechanism.

Pursuant to the UPI Circulars, 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 Circulars 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 applicants to be unblocked no later than one day from the date on which the
Basis of Allotment is finalized. Failure to unblock the accounts within the timeline would result in the SCSBs being penalized
under the relevant securities law. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB
as well as the post–offer LM will be required to compensate the concerned investor.

The Offer shall be undertaken pursuant to the processes and procedures as notified in the T+3 Notification as applicable, subject
to any circulars, clarification or notification issued by the SEBI from time to time, including any circular, clarification or
notification which may be issued by SEBI. All SCSBs offering facility of making application in public Offers shall also provide
facility to make application using UPI.

Our Company and the Selling Shareholders will be required to appoint one or more of the SCSBs as a 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 Investors.

The processing fees may be released to the remitter banks (SCSBs) only after an application is made by the SCSBs to the LM
with a copy to the Registrar, 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 in accordance with April 20, 2022 Circular.

For further details, refer to the General Information Document available on the websites of the Stock Exchange and the Lead
Manager.

FIXED PRICE OFFER PROCEDURE

The Offer is being made in compliance with the provisions of Chapter IX of SEBI ICDR Regulations through a Fixed Price
Process wherein 50% of the Net Offer is allocated for Retail Individual Investors and the balance shall be offered to individual
applicants other than Retail Individual Investors and other investors including Corporate Bodies or Institutions, QIBs and Non-
Institutional Investors. However, if the aggregate demand from the Retail Individual Investors is less than 50%, then the balance
Equity Shares in that portion will be added to the non-retail portion offered to the remaining investors including QIBs and NIIs
and vice-versa subject to valid Applications being received from them at or above the Offer Price.

Additionally, if the Retail Individual Investors category is entitled to more than 50% on proportionate basis, the Retail Individual
Investors shall be allocated that higher percentage. However, the Application by an Applicant should not exceed the investment
limits prescribed under the relevant regulations/statutory guidelines.

Subject to the valid Applications being received at the Offer Price, allocation to all categories in the Net Offer, shall be made on
a proportionate basis, except for the Retail Portion where Allotment to each Retail Individual Investors shall not be less than the
minimum lot, subject to availability of Equity Shares in Retail Portion, and the remaining available Equity Shares, if any, shall
be allotted on a proportionate basis. Under subscription if any, in any category, except in the QIB Portion, would be allowed to
be met with spill over from any other category or a combination of categories at the discretion of our Company in consultation
with the LM and the Stock Exchange.

Investors should note that according to section 29(1) of the Companies Act, 2013, allotment of Equity Shares to all successful
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Applicants will only be in the dematerialized form. The Application Forms which do not have the details of the Applicant’s
depository account including DP ID, PAN and Beneficiary Account Number/UPI ID (for RII Applicants using the UPI
Mechanism), shall be treated as incomplete and rejected. In case DP ID, Client ID and PAN mentioned in the Application
Formand entered into the electronic system of the stock exchanges, do not match with the DP ID, Client ID and PAN available
in thedepository database, the application is liable to be rejected. Applicants will not have the option of getting allotment of the
EquityShares in physical form. The Equity Shares on allotment shall be traded only in the dematerialized segment of the
Stock Exchange.

AVAILABILITY OF DRAFT PROSPECTUS, PROSPECTUS AND APPLICATION FORMS

Copies of the Application Form and the Abridged Prospectus will be available at the offices of the LM, the Designated
Intermediaries at Bidding Centers, and the Registered Office of our Company. An electronic copy of the Application Form will
alsobe available for download on the websites of the Stock Exchange i.e. BSE Limited (www.bseindia.com), the SCSBs, the
Registered Brokers, the RTAs and the CDPsat least one (1) day prior to the Offer Opening Date.

All Applicants (other than Applicants using the UPI mechanism) shall mandatorily participate in the Offer only through the
ASBA process. ASBA Applicants (other than Applicants using the UPI mechanism) must provide bank account details and
authorization to block funds in the relevant space provided in the Application Form and the Application Forms that do not
contain such details are liable to be rejected. Further Retail Individual Investors may participate in the Offer through UPI by
providing details in the relevant space provided in the Application Form and the Application Forms that do not contain the UPI
ID are liable to be rejected. Retail Individual Investors may also apply through the SCSBs and mobile applications using the
UPI handles as provided on the website of the SEBI.

Applicants shall ensure that the Applications are made on Application Forms bearing the stamp of the Designated Intermediary,
submitted at the Collection Centers only (except in case of Electronic Application Forms) and the Application Forms not bearing
such specified stamp are liable to be rejected.

The prescribed color of the Application Form for various categories is as follows:

Category Color of Application Form

Resident Indians / 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.

Designated Intermediaries (other than SCSBs) after accepting application form submitted by RIIs (without using UPI for
payment), NIIs and QIBs shall capture and upload the relevant details in the electronic bidding system of stock exchange(s) and
shall submit/deliver the Application Forms to respective SCSBs where the Applicants has a bank account and shall not submit
it to any non-SCSB Bank.

For RIIs using UPI mechanism, the Stock Exchanges shall share the application details (including UPI ID) with Sponsor Bank
on a continuous basis to enable the Sponsor Bank to initiate UPI Mandate Request to RIIs for blocking of funds. The Sponsor
Bank shall initiate request for blocking of funds through NPCI to RIIs, 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 RIIs (using the UPI
Mechanism) in case of failed transactions shall be with the concerned entity (i.e., the Sponsor Bank, NPCI or the Banker to the
Offer) 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 Bankers to an Offer. The Lead Manager shall also be required to
obtain the audit trail from the Sponsor Banks and the Banker to the Offer for analysing the same and fixing liability. For ensuring
timely information to investors, SCSBs shall send SMS alerts as specified in SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022.
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 The Application Form shall contain information about the Applicant and the price and the number of Equity Shares that the
Applicants wish to apply for. Application Forms downloaded and printed from the website of the Stock Exchange shall bear a
system generated unique application number. Applicants are required to ensure that the ASBA Account has sufficient credit
balance as an amount equivalent to the full Application Amount can be blocked by the SCSB or Sponsor Bank at the time of
submitting the Application.

Pursuant to SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 Dated November 10, 2015, an Investor, intending to subscribe
to this Offer, shall submit a completed application form to any of the following intermediaries (Collectively called – Designated
Intermediaries”):

1. An SCSB, with whom the bank account to be blocked, is maintained

2. A syndicate member (or sub-syndicate member)
3. A stock broker registered with a recognized stock exchange (and whose name is mentioned on the website of the stock
exchange as eligible for this activity) (‘broker’)
4. A Depository Participant (“DP”) (whose name is mentioned on the website of the stock exchange as eligible for this
activity)
5. A Registrar to an Offer and share transfer agent (“RTA”) (whose name is mentioned on the website of the stock exchange
as eligible for this activity)

The aforesaid intermediary shall, at the time of receipt of application, give an acknowledgement to investor, by giving the counter
foil or specifying the application number to the investor, as a proof of having accepted the application form, in physical or
electronic mode, respectively. The upload of the details in the electronic bidding system of stock exchange will be done by:

After accepting the form, SCSB shall capture and upload the relevant detailsin the electronic
For Applications submitted by bidding system as specified by the stock exchange and may begin blocking funds available in
Investors to SCSBs: the bank account specified in
the form, to the extent of the application money specified.
After accepting the application form, respective Intermediary shall capture and upload the
For applications submitted by relevant details in the electronic bidding system of the stock exchange. Post uploading, they
investors to intermediaries other shall forward a schedule as per prescribed format along with the application forms to designated
thanSCSBs: branches of therespective SCSBs for blocking of funds within one day of closure of Offer.
For applications submitted by After accepting the application form, respective intermediary shall capture and upload the
investors to intermediaries other relevant application details, including UPI ID, in the electronic bidding system of stock
thanSCSBs with use of UPI for exchange. Stock exchange shall share application details including the UPI ID with sponsor
payment: bank on a continuous basis, to enable sponsor bank to initiate mandate request on investors for
blocking of funds. Sponsor bank shall initiate request for blocking of funds through NPCI to
investor. Investor to accept mandate request for blocking of funds, on his/her mobile
application, associated with UPI ID linked bank
account.

Stock exchange shall validate the electronic bid details with depository’s records for DP ID/Client ID and PAN, on a real- time
basis and bring the inconsistencies to the notice of intermediaries concerned, for rectification and re-submission within the time
specified by stock exchange.

Stock exchange shall allow modification of selected fields viz. DP ID/Client ID or Pan ID (Either DP ID/Client ID or Pan ID
can be modified but not BOTH), Bank code and Location code, in the bid details already uploaded.

Upon completion and submission of the Application Form to Application Collecting intermediaries, the Applicants are deemed
to have authorized our Company to make the necessary changes in the Prospectus, without prior or subsequent notice of such
changes to the Applicants. Applicants shall submit an Application Form either in physical or electronic form to the SCSB’s
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authorizing blocking of funds that are available in the bank account specified in the Application Form used by ASBA Applicants.
Designated Intermediaries (other than SCSBs) shall submit/deliver the ASBA Forms/ Application Forms to the respective SCSB,
where the Applicant has a bank account and shall not submit it to any non- SCSB bank or any Escrow Collection Bank.

Who Can Apply?

In addition to the category of Applicants set forth in the General Information Document, the following persons are also eligible
to invest in the Equity Shares under all applicable laws, regulations and guidelines:

1. Indian nationals’ resident in India who are not incompetent to contract under the Indian Contract Act, 1872, as amended,
in single or as a joint application and minors having valid Demat account as per Demographic Details provided by the
Depositories. Furthermore, based on the information provided by the Depositories, our Company shall have the right
to accept the Applications belonging to an account for the benefit of minor (under guardianship);

2. 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. Applications
by HUFs would be considered at par with those from individuals;

3. Companies, corporate bodies and societies registered under the applicable laws in India and authorized to invest in the
Equity Shares under their respective constitutional and charter documents;

4. Mutual Funds registered with SEBI;

5. Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other than Eligible
NRIs are not eligible to participate in this Offer;

6. Indian Financial Institutions, scheduled commercial banks, regional rural banks, co-operative banks (subject to RBI
permission, and the SEBI Regulations and other laws, as applicable);

7. FIIs and sub-accounts of FIIs registered with SEBI, other than a sub-account which is a foreign corporate or a foreign
individual under the QIB Portion;

8. Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;

9. Sub-accounts of FIIs registered with SEBI, which are foreign corporate or foreign individuals only under the non-
Institutional investor’s category;

10. Venture Capital Funds and Alternative Investment Fund (I) registered with SEBI; State Industrial Development
Corporations;

11. Foreign Venture Capital Investors registered with the SEBI;

12. Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law relating to
Trusts and who are authorized under their constitution to hold and invest in equity shares;

13. Scientific and/or Industrial Research Organizations authorized to invest in equity shares;

14. Insurance Companies registered with Insurance Regulatory and Development Authority, India;

15. Provident Funds with minimum corpus of Rs. 2500 Lakhs and who are authorized under their constitution to hold and
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 invest in equity shares;

16. Pension Funds with minimum corpus of Rs. 2500 Lakhs and who are authorized under their constitution to hold and
invest in equity shares;

17. National Investment Fund set up by Resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of Government
of India published in the Gazette of India;

18. Insurance funds set up and managed by army, navy or air force of the Union of India;

19. Multilateral and bilateral development financial institution;

20. Eligible QFIs;

21. Insurance funds set up and managed by the Department of Posts, India;

22. Any other person eligible to apply in this Offer, under the laws, rules, regulations, guidelines and policies applicable
to them.

23. Applications not to be made by:

(a) Minors (except through their Guardians)

(b) Partnership firms or their nominations
(c) Foreign Nationals (except NRIs)
(d) Overseas Corporate Bodies

MAXIMUM AND MINIMUM APPLICATION SIZE

For Retail Individual Investors

The Application must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter, so as to ensure
that the Application Price payable by the Applicant does not exceed ₹2,00,000. In case of revision of Applications, the Retail
Individual Investors have to ensure that the Application Price does not exceed ₹2,00,000.

For Other than Retail Individual Investors (Non-Institutional Investors and QIBs)

The Application must be for a minimum of such number of Equity Shares that the Application Amount exceeds ₹2,00,000 and
in multiples of [●] Equity Shares thereafter. An application cannot be submitted for more than the Net Offer Size. However, the
maximum Application by a QIB investor should not exceed the investment limits prescribed for them by applicable laws. Under
existing SEBI ICDR Regulations, a QIB Applicant cannot withdraw its Application after the Offer Closing Date and is required
to pay 100% QIB Margin upon submission of Application.

In case of revision in Applications, the Non-Institutional Investors, who are individuals, have to ensure that the Application
Amount is greater than ₹2,00,000 for being considered for allocation in the Non-Institutional Portion.

Applicants are advised to ensure that any single Application from them does not exceed the investment limits or maximum
number of Equity Shares that can be held by them under applicable law or regulation or as specified in this Draft Prospectus.

The above information is given for the benefit of the Applicants. The Company and the LM 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 ensure that the number of Equity Shares applied for do not exceed the
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applicable limits under laws or regulations.

BASIS OF ALLOTMENT

Allotment will be made in consultation with the Stock Exchange. In the event of oversubscription, the allotment will be made
on a proportionate basis in marketable lots as set forth here:

1. 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).

2. 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). For applications
where the proportionate allotment works out to less than [●] Equity shares the allotment will be made as follows:

(a) Each successful applicant shall be allotted [●] Equity shares; and
(b) The successful applicants out of the total applicants for that category shall be determined by the draw of lots
in such a manner that the total number of Shares allotted in that category is equal to the number of Shares
worked out as per (2) above.

3. If the proportionate allotment to an applicant works out to a number that is not a multiple of [●] Equity shares, the
applicant would be allotted Shares by rounding off to the nearest multiple of [●] Equity shares subject to a minimum
allotment of [●] Equity shares.

4. If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the applicants in that
category, the balance available Shares for allocation shall be first adjusted against any category, where the allotted
Shares are not sufficient for proportionate allotment to the successful applicants in that category, the balance Shares, if
any, remaining after such adjustment will be added to the category comprising of applicants applying for the minimum
number of Shares. If as a result of the process of rounding off to the nearest multiple of [●] Equity shares, results in the
actual allotment being higher than the shares offered, the final allotment may be higher at the sole discretion of the
Board of Directors, up to 110% of the net offer to public specified under the Capital Structure mentioned in this Draft
Prospectus.

5. The above proportionate allotment of shares in an Offer that is oversubscribed shall be subject to the reservation for
small individual applicants as described below:

a) If the retail individual investor category is entitled to more than fifty percent on proportionate basis, the retail
individual investors shall be allocated that higher percentage.

b) The balance net offer of shares to the public shall be made available for allotment to:

i) Individual applicants other than retails individual investors; and

ii) Other investors, including Corporate Bodies/ Institutions irrespective of number of shares applied
for.

c) The unsubscribed portion of the net offer to any one of the categories specified in a) or b) shall/may be made
available for allocation to applicants in the other category, if so required.

6. Retail Individual Investors’ means an investor who applies for shares of value of not more than ₹2,00,000/-. Investors
may note that in case of over subscription allotment shall be on proportionate basis and will be finalized in consultation
with Stock Exchange. The Executive Director / Managing Director of Stock Exchange in addition to Lead Manager
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 and Registrar to the Public Offer shall be responsible to ensure that the basis of allotment is finalized in a fair and
proper manner in accordance with the SEBI ICDR Regulations.

PARTICIPATION BY ASSOCIATES OF LEAD MANAGER TO THE OFFER

The Lead Manager shall not be entitled to subscribe to this Offer in any manner except towards fulfilling their underwriting
obligations. However, associates and affiliates of the Lead Manager may subscribe to Equity Shares in the Offer, either in the
QIB Portion and Non-Institutional Portion where the allotment is on a proportionate basis and such subscription may be on their
own account or on behalf of their clients. All categories of investors, including associates of the LM, shall be treated equally for
the purpose of allocation to be made on a proportionate basis.

APPLICATIONS BY MUTUAL FUNDS

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 in consultation with Lead Manager, reserves the right to accept or reject any
Application in whole or in part, in either case, without assigning any reason thereof. The Applications made by the asset
management companies or custodians of Mutual Funds shall specifically state the names of the concerned schemes for which
the Applications are made.

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.

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.

APPLICATIONS BY HUFS

Applications by 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”. Applications by HUFs may be
considered at par with Applications from individuals.

APPLICATIONS BY ELIGIBLE NRIs

Eligible NRIs may obtain copies of Application Form from the Designated Intermediaries. Only Applications accompanied by
payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment. Eligible NRI Applicant
applying on a repatriation basis by using the Non-Resident Forms should authorize their SCSB or should confirm/accept the
UPI Mandate Request (in case of RIIs using the UPI Mechanism) to block their Non-Resident External (“NRE”) accounts, or
Foreign Currency Non-Resident (“FCNR”) ASBA Accounts, and eligible NRI Applicant applying on a non-repatriation basis
by using Resident Forms should authorize their SCSB or should confirm/accept the UPI Mandate Request (in case of RIIs
applying using the UPI Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for the full Application Amount,
at the time of the submission of the Application Form. However, NRIs applying in the Offer through the UPI Mechanism are
advised to enquire with the relevant bank where their account is UPI linked prior to submitting their application Form.

Eligible NRIs applying on a repatriation basis are advised to use the Application Form meant for non-residents (blue in color).
Eligible NRIs applying on non-repatriation basis are advised to use the Application Form for residents. (White in color).

Participation by Eligible NRIs in the Offer shall be subject to the FEMA Non -Debt Instruments Rules. Only Applications
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accompanied by payment in Indian rupees or fully converted foreign exchange will be considered for Allotment.

In accordance with the FEMA Non-Debt Instruments Rules, the total holding by any individual NRI, on a repatriation basis,
shall not exceed 5% of the total paid-up equity capital on a fully diluted basis or shall not exceed 5% of the paid-up value of
each series of debentures or preference shares or share warrants offered by an Indian company and the total holdings of all NRIs
and OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not exceed 10%
of the paid-up value of each series of debentures or preference shares or share warrant. Provided that the aggregate ceiling of
10% may be raised to 24% if a special resolution to that effect is passed by the general body of the Indian company.

For further details, see “Restrictions on Foreign Ownership of Indian Securities” on page 284.

APPLICATIONS BY FPIs AND FIIs

In terms of the SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor group (which means
multiple entities registered as FPIs and directly or indirectly having common ownership of more than 50% or common control)
must be below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA Non-Debt Instruments Rules, the
total holding by each FPI or an investor group shall be below 10% of the total paid -up Equity Share capital of our Company
and the total holdings of all FPIs put together with effect from April 1, 2020, can be up to the sectoral cap applicable to the
sector in which our Company operates (i.e., up to 100%). In terms of the FEMA Non -Debt Instruments Rules, for calculating
the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included.

In case of Applications made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations
is required to be attached to the Application Form, failing which our Company reserves the right to reject any Bid without
assigning any reason.

To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed that at the
time of finalization of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department of India
for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs who have invested in the
Offer to ensure there is no breach of the investment limit, within the timelines for Offer procedure, as prescribed by SEBI from
time to time.

A FPI may purchase or sell equity shares of an Indian company which is listed or to be listed on a recognized stock exchange in
India, and/ or may purchase or sell securities other than equity instruments FPIs are permitted to participate in theOffer 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 21 of
the SEBI FPI Regulations, an FPI, may Offer, subscribe to or otherwise deal in offshore derivative instruments (as defined under
the SEBI FPI Regulations as any instrument, by whatever name called, which is offered overseas by a FPI against securities held
by it in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are offeredonly
by persons registered as Category I FPIs; (ii) such offshore derivative instruments are offered only to persons eligible for
registration as Category I FPIs; (iii) such offshore derivative instruments are offered after compliance with ‘know your client’
norms; and (iv) such other conditions as may be specified by SEBI from time to time.

In case the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital, 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 offered 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.
An FPI issuing offshore derivate instruments is also required to ensure that any transfer of offshore derivative instrument is
made by, or on behalf of it subject to, inter alia, the following conditions:

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(a) Each offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI Regulations; and
(b) Prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative
instruments are to be transferred to are pre-approved by the FPI.

The FPIs who wish to participate in the Offer is advised to use the Application Form for non-residents.

Further, Applications received from FPIs bearing the same PAN will be treated as multiple Applications and are liable to be
rejected, except for Applications from FPIs that utilize the multiple investment manager structure in accordance with the
Operational Guidelines for Foreign Portfolio Investors and Designated Depository Participants which were issued in November
2019 to facilitate implementation of SEBI FPI Regulations (such structure “MIM Structure”) provided such application have
been made with different beneficiary account numbers, Client IDs and DP IDs. Accordingly, it should be noted that multiple
application received from FPIs, who do not utilize the MIM Structure, and bear the same PAN, are liable to be rejected. In order
to ensure valid application, FPIs making multiple applications using the same PAN, and with different beneficiary account
numbers, Client IDs and DP IDs, were required to provide a confirmation along with each of their Application Forms that the
relevant FPIs making multiple Applications utilize the MIM Structure and indicate the names of their respective investment
managers in such confirmation. In the absence of such confirmation from the relevant FPIs, such multiple Applications will be
rejected.

APPLICATIONS BY SEBI REGISTERED AIF, VCF AND FVCI

The SEBI VCF Regulations, the SEBI FVCI Regulations and the SEBI AIF Regulations inter-alia prescribe the investment
restrictions on the VCFs, FVCIs and AIFs registered with SEBI. Further, the SEBI AIF Regulations prescribe, among others,
investment restrictions on AIFs.

The holding by any individual VCF or FVCI registered with SEBI in one venture capital undertaking should not exceed 25% of
the corpus of the VCF. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds by way of subscription
to an initial public offering.

The category I and II AIFs cannot invest more than 25% of the corpus in one Investee Company. A category III AIF cannot
invest more than 10% of the corpus in one Investee Company. A venture capital fund registered as a category I AIF, as defined
in the SEBI AIF Regulations, cannot invest more than 1/3rd of its corpus by way of subscription to an initial public offering of
a venture capital undertaking. Additionally, the VCFs which have not re-registered as an AIF under the SEBI AIF Regulations
shall continue to be regulated by the VCF Regulation until the existing fund or scheme managed by the fund is wound up and
such funds shall not launch any new scheme after the notification of the SEBI AIF Regulations.

All FIIs and FVCIs should note that refunds, dividends and other distributions, if any, will be payable in Indian Rupees only and
net of Bank charges and commission.

Our Company or the Lead Manager will not be responsible for loss, if any, incurred by the Applicant on account of conversion
of foreign currency.

All non-resident investors should note that refunds, dividends and other distributions, if any, will be payable in Indian Rupees
only and net of bank charges and commission.

There is no reservation for Eligible NRIs, FPIs and FVCIs and all Applicants will be treated on the same basis with other
categories for the purpose of allocation.

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
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Application Form. Failing which, the Company in consultation with the LM, reserves the right to reject any application, without
assigning any reason thereof.

APPLICATIONSBY INSURANCE COMPANIES

In case of Applications made by insurance companies registered with the IRDA, a certified copy of certificate of registration
issued by IRDA must be attached to the Application Form. Failing this, our company in consultation with the Lead Manager
reserves the right to reject any Application without assigning any reason thereof.

The exposure norms for insurers prescribed in Regulation 9 of the Insurance Regulatory and Development Authority of India
(Investment) Regulations, 2016 (“IRDAI Investment Regulations”) are set forth below:

Equity shares of a company: the lower of 10%(1) of the investee company’s outstanding equity shares (face value) or 10% of the
respective fund in case of a life insurer or 10% of investment assets in case of a general insurer or a reinsurer;

The entire group of the investee company: not more than 15% of the respective fund in case of a life insurer or 15% of investment
assets in case of a general insurer or a reinsurer or 15% of the investment assets in all companies belonging to the group,
whichever is lower; and

The industry sector in which the investee company operates not more than 15% of the respective fund of a life insurer or a
reinsurer or health insurer or general insurance or 15% of the investment assets, whichever is lower.

The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an amount of 10% of
the investment assets of a life insurer or general insurer and the amount calculated under points (i), (ii) or (iii) above, as the case
may be.

(1)
The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance companies with
investment assets of Rs.2,500,000 million or more and 12% of outstanding equity shares (face value) for insurers with investment
assets of Rs.500,000 million or more but less than Rs.2,500,000 million.

Insurer companies participating in this Offer shall comply with all applicable regulations, guidelines and circulars Issued by the
IRDA from time to time to time including the Insurance Regulatory and Development Authority (Investment) Regulations, 2016
(“IRDA Investment Regulations”).

APPLICATIONS BY PROVIDENT FUNDS / PENSION FUNDS

In case of applications made by provident funds/pension funds, subject to applicable laws, with minimum corpus of Rs 2500
Lakhs, 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, the Company reserves the right to reject any application, without assigning
any reason thereof.

APPLICATIONS BY BANKING COMPANIES

In case of Applications made by banking companies registered with RBI, certified copies of: (i) the certificate of registration
issued by RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the
Application Form, failing which our Company consultation with the LM, reserve the right to reject any Application without
assigning any reason.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949, as
amended (“Banking Regulation Act”), and the Reserve Bank of India (“Financial Services provided by Banks”) Directions,
2016, as amended is 10% of the paid-up share capital of the investee company not being its subsidiary engaged in non-financial
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services or 10% of the banks own paid-up share capital and reserves, whichever is lower. However, a banking company would
be permitted to invest in excess of 10% but not exceeding 30% of the paid up share capital of such investee company if (i) the
investee company is engaged in non-financial activities permitted for banks in terms of Section 6(1) of the Banking Regulation
Act, or (ii) the additional acquisition is through restructuring of debt / corporate debt restructuring / strategic debt restructuring,
or to protect the banks ‘interest on loans / investments made to a company. The bank is required to submit a time bound action
plan for disposal of such shares within a specified period to RBI. A banking company would require a prior approval of RBI to
make (i) investment in a subsidiary and a financial services company that is not a subsidiary (with certain exception prescribed),
and (ii) investment in a 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, as amended.

Further, the aggregate investment by a banking company in subsidiaries and other entities engaged in financial and non-financial
services company cannot exceed 20% of the bank’s paid-up share capital and reserves.

APPLICATIONS BY SYSTEMICALLY IMPORTANT NON-BANKING FINANCIAL COMPANIES

In case of Applications made by systemically important non-banking financial companies registered with RBI, certified copy of
the certificate of registration issued by the RBI, a certified copy of its last audited financial statements on a standalone basis and
a net worth certificate from its statutory auditor(s), must be attached to the Application Form. Failing this, our Company in
consultation with the LM, reserves the right to reject any Application, without assigning any reason thereof. Systemically
Important Non-Banking Financial Companies participating in the Offer shall comply with all applicable regulations, guidelines
and circulars issued by RBI from time to time.

APPLICATIONS BY SCSBS

SCSBs participating in the Offer is required to comply with the terms of the SEBI circulars nos. CIR/CFD/DIL/12/2012 and
CIR/CFD/DIL/1/2013 dated September 13, 2012 and January 2, 2013 respectively. 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 Offers and
clear demarcated funds should be available in such account for such applications.

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 following link: 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

The information set out above is given for the benefit of the Applicants. Our Company and the LM are not liable for any
amendments or modification or changes to 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 any single application from them
does not exceed the applicable investment limits or maximum number of the Equity Shares that can be held by them under
applicable law or regulations, or as specified in this Draft Prospectus and the Prospectus.

APPLICATION UNDER POWER OF ATTORNEY

In case of Applications made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,
eligible FPIs, AIFs, Mutual Funds, insurance companies, insurance funds set up by the army, navy or air force of the Union of
India, insurance funds set up by the Department of Posts, India or the National Investment Fund and provident funds with a
minimum corpus of Rs. 2500 Lakhs (subject to applicable laws) and pension funds with a minimum corpus of Rs. 2500 Lakhs
(subject to applicable laws), 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 in consultation with the LM, reserves the right to accept
or reject any Application in whole or in part, in either case, without assigning any reason thereof. Our Company in consultation
265
with the LM, in their absolute discretion, reserves the right to relax the above condition of simultaneous lodging of the power of
attorney along with the Application Form, subject to such terms and conditions that our Company in consultation with the LM,
may deem fit.

The information set out above is given for the benefit of the Applicants. Our Company and the LM are not liable for any
amendments or modification or changes to 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 any single application from them
does not exceed the applicable investment limits or maximum number of the Equity Shares that can be held by them under
applicable law or regulations, or as specified in this Draft Prospectus and the Prospectus.

In accordance with RBI regulations, OCBs cannot participate in the Offer.

OFFER PROCEDURE FOR APPLICATION SUPPORTED BY BLOCKED ACCOUNT (ASBA)

Applicants In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the
Applicants have to compulsorily apply through the ASBA Process. Our Company 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 to the above-mentioned SEBI link.

INFORMATION FOR THE APPLICANTS

In addition to the instructions provided to the Applicants in the General Information Document for Investing in Public Issues,
Applicants are requested to note the following additional information in relation to the Issue.

1. The Issue Period shall be for a minimum of three Working Days and shall not exceed ten working days.

2. The relevant Designated Intermediary will enter each Application into the electronic applying system as a separate
Application and generate an acknowledgement slip (“Acknowledgement Slip”), for each price and demand option and
give the same to the Applicant. Therefore, an Applicant can receive up to three Acknowledgement Slips for each
Application Form. It is the Applicant’s responsibility to obtain the TRS from the relevant Designated Intermediary.
The registration of the Application by the Designated Intermediary does not guarantee that the Equity Shares shall be
allocated/ allotted. Such Acknowledgement will be non-negotiable and by itself will not create any obligation of any
kind. When an Applicant revises his or her Application (in case of revision in the Price), he /she shall surrender the
earlier Acknowledgement Slip and may request for a revised TRS from the relevant Designated Intermediary as proof
of his or her having revised the previous Application.

3. In relation to electronic registration of Applications, the permission given by the Stock Exchanges to use their network
and software of the electronic applying 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 compliance with the statutory and other requirements, nor does it take any responsibility for the financial or other
soundness of our Company, the management or any scheme or project of our Company; nor does it in any manner
warrant, certify or endorse the correctness or completeness of any of the contents of this Draft Prospectus or the
Prospectus; nor does it warrant that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges.

The Applicants should note that in case the PAN, the DP ID and Client ID mentioned in the Application Form and entered into
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the electronic system of the Stock Exchanges does not match with the PAN, DP ID and Client ID available in the database of
Depositories, the Application Form is liable to be rejected.

METHOD AND PROESSOF APPLICATIONS

The Designated Intermediaries shall accept applications from the Applicants during the Offer Period.

The Offer Period shall be for a minimum of three Working Days and shall not exceed 10 Working Days. The Offer Period may
be extended, if required, by an additional three Working Days, subject to the total Offer Period not exceeding 10 Working Days.

During the Offer Period, Applicants who are interested in subscribing to the Equity Shares should approach the Designated
Intermediaries to register their applications.

The Applicant cannot apply on another Application Form after applications on one Application Form have been submitted to
the Designated Intermediaries. Submission of a second Application form to either the same or to another Designated
Intermediaries will be treated as multiple applications and is liable to rejected either before entering the application into the
electronic collecting system or at any point prior to the allocation or Allotment of Equity Shares in this Offer.

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.

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.

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.

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.

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.

The Application Amount shall remain blocked in the aforesaid ASBA Account until finalization of the Basis of Allotment and
consequent transfer of the Application Amount against the Allotted Equity Shares to the Public Offer Account, or until withdraw/
failure of the Offer or until withdrawal/ rejection of the Application Form, as the case may be. Once the Basis of Allotment if
finalized, the Registrar to the Offer 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 Offer Account. In
case of withdrawal/ failure of the Offer, the blocked amount shall be unblocked on receipt of such information from the Registrar
to the Offer.

TERMS OF PAYMENT

The entire Offer price of ₹ [●] per share is payable on application. In case of allotment of lesser number of Equity Shares than
the number applied, the Registrar shall instruct the SCSBs to unblock the excess amount paid on Application to the Applicants.
SCSBs will transfer the amount as per the instruction of the Registrar to the Public Offer Account, the balance amount after
transfer will be unblocked by the SCSBs.
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The applicants should note that the arrangement with Bankers to the Offer or the Registrar is not prescribed by SEBI and has
been established as an arrangement between our Company, Banker to the Offer and the Registrar to the Offer to facilitate
collections from the Applicants.

PAYMENT MECHANISM

The applicants shall specify the bank account number in their Application Form and the SCSBs shall block an amount equivalent
to the Application Amount in the bank account specified in the Application Form. The SCSB shall keep the Application Amount
in the relevant bank account blocked until withdrawal/ rejection of the Application or receipt of instructions from the Registrar
to unblock the Application Amount. However, Non-Retail Individual Investors shall neither withdraw nor lower the size of their
applications at any stage. In the event of withdrawal or rejection of the Application Form or for unsuccessful Application Forms,
the Registrar to the Offer shall give instructions to the SCSBs to unblock the application money in the relevant bank account
within one day of receipt of such instruction. The Application Amount shall remain blocked in the ASBA Account until
finalization of the Basis of Allotment in the Offer and consequent transfer of the Application Amount to the Public Offer
Account, or until withdrawal/ failure of the Offer or until rejection of the Application by the ASBA Applicant, as the case may
be.

Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 and the SEBI ICDR
Regulations, 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 5.00 p.m. on the Offer Closing Date.

3. The Designated Intermediaries shall be responsible for any acts, mistakes or errors or omissions and commissions in
relation to, (i) the applications accepted by them, (ii) the applications uploaded by them (iii) the applications accepted
but not uploaded by them or (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 Offer, shall be responsible for any acts, mistakes
or errors or omission and commissions in relation to, (i) The applications accepted by any Designated Intermediaries
(ii) The applications uploaded by any Designated Intermediaries or (iii) The applications accepted but not uploadedby
any Designated Intermediaries.

5. The Stock Exchange will offer an electronic facility for registering applications for the Offer. This facility will available
at the terminals of Designated Intermediaries and their authorized agents during the Offer Period. The Designated
Branches or agents of Designated Intermediaries can also set up facilities for off-line electronic registration of
applications subject to the condition that they will subsequently upload the off-line data file into the online facilities on
a regular basis. On the Offer Closing Date, the Designated Intermediaries shall upload the applications till such time as
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 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 Bankers, DPs and
RTAs shall forward a Schedule as per format given along with the Application Forms to Designated Branches of the
SCSBs for blocking of funds.

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:

(a) Name of the Applicant;

(b) IPO Name:
(c) Application Form Number;
(d) Investor Category;
(e) PAN (of First Applicant, if more than one Applicant);
(f) DP ID of the demat account of the Applicant;
(g) Client Identification Number of the demat account of the Applicant;
(h) Number of Equity Shares Applied for;
(i) Bank Account details;
(j) Locations of the Banker to the Offer or Designated Branch, as applicable, and bank code of the SCSB branch
where the ASBA Account is maintained; and
(k) 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 Individual Investors and Retail Individual Investors, applications would not be rejected except
on the technical grounds as mentioned in the Prospectus. The Designated Intermediaries shall have no right to reject
applications, except on technical grounds.

12. The permission given by the Stock Exchanges to use their network and software of the Online IPO system should not
in any way be deemed or construed to mean that the compliance with various statutory and other requirements by our
Company and/or the 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 5.00 p.m. on the Offer Closing Date to verify the DP ID and
Client ID uploaded in the online IPO system during the Offer Period, after which the Registrar to the Offer will receive
this data from the Stock Exchange and will validate the electronic application details with Depository’s records. In case
no corresponding record is available with Depositories, which matches the three parameters, namely DP ID, Client ID
and PAN, then such applications are liable to be rejected.
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14. The SCSBs shall be given one day after the Offer Closing Date to send confirmation of Funds blocked (Final certificate)
to the Registrar to the Offer.

15. The details uploaded in the online IPO system shall be considered as final and Allotment will be based on such details
for applications.

SIGNING OF UNDERWRITING AGREEMENT AND FILING OF PROSPECTUS WITH ROC

Our Company, the Selling Shareholder and the Lead Manager has entered into an Underwriting Agreement dated [●].

A copy of Prospectus will be filled with the ROC in terms of Section 26 and 28 of The Companies Act, 2013.

PRE- OFFER ADVERTISEMENT

Subject to Section 30 of the Companies Act, our Company shall, after registering the Prospectus with the ROC, publish a pre-
Offer advertisement, in the form prescribed by the SEBI Regulations, in one English language national daily newspaper, one
Hindi language national daily newspaper and one regional language daily newspaper, each with wide circulation. In the pre-
Offer advertisement, we shall state the Offer Opening Date and the Offer Closing Date. This advertisement, subject to the
provisions of Section 30 of the Companies Act, 2013, shall be in the format prescribed in Part A of Schedule X of the SEBI
Regulations.

WITHDRAWAL OF THE OFFER

Our Company and the Selling Shareholder in consultation with the Lead Manager, reserve the right to not to proceed with the
Offer after the Offer Opening Date but before the Allotment. In such an event, our Company would Offer a public notice in the
newspapers in which the pre-Offer advertisements were published, within two (2) days of the Offer Closing Date or such other
time as may be prescribed by SEBI, providing reasons for not proceeding with the Offer. The Lead Manager through, the
Registrar to the Offer, shall notify the SCSBs or the Sponsor Bank to unblock the bank accounts of the ASBA Bidders within
one (1) working day from the date of receipt of such notification. Our Company shall also inform the same to the Stock Exchange
on which Equity Shares are proposed to be listed. If the Offer is withdrawn after the designated Date, amounts that have been
credited to the Public Offer Account shall be transferred to the Refund Account.

Notwithstanding the foregoing, this Offer is also subject to obtaining (i) the final listing and trading approvals of the Stock
Exchange, which our Company shall apply for after Allotment, and (ii) the final ROC approval of the Prospectus after it is
registered with the ROC. If our Company and Selling Shareholder withdraws the Offer after the Offer Closing Date and thereafter
determines that it will proceed with an Offer, our Company shall file a fresh Draft Prospectus.

PRICE DISCOVERY & ALLOCATION OF EQUITY SHARES

a) The Offer is being made through the Fixed Price Process where in up to Equity Shares shall be reserved for Market Maker.
Equity shares will be allocated on a proportionate basis to Retail Individual Applicants, subject to valid Application being
received from Retail Individual Applicants at the Offer Price. The balance of the Net Offer will be available for allocation on
proportionate basis to Non-Retail Applicants.

b) 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 Manager and the Stock Exchange.

c) 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.

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d) In terms of SEBI Regulations, Non-Retail Investors shall not be allowed to either withdraw or lower the size of their
applications at any stage.

e) Allotment status details shall be available on the website of the Registrar to the Issue.

ISSUANCE OF A CONFIRMATION OF ALLOCATION NOTE (“CAN”) AND ALLOTMENT IN THE OFFER

Upon approval of the basis of allotment by the Designated Stock Exchange, the Lead Manager or Registrar to the Offer shall
send to the SCSBs a list of their Applicants who have been allocated Equity Shares in the Offer.

The Registrar will then dispatch a CAN to their Applicants who have been allocated Equity Shares in the Offer. The dispatch of
a CAN shall be deemed a valid, binding and irrevocable contract for the Applicant.

DESIGNATED DATE

On the Designated date, the SCSBs shall transfers the funds represented by allocations of the Equity Shares into Public Offer
Account with the Bankers to the Offer. The Company will issue and dispatch letters of allotment/ or letters of regret along with
refund order or credit the allotted securities to the respective beneficiary accounts, if any within a period of 2 working days of
the Offer Closing Date. The Company will intimate the details of allotment of securities to Depository immediately on allotment
of securities under relevant provisions of the Companies Act, 2013 or other applicable provisions, if any.

GENERAL INSTRUCTIONS

Do’s:

1. Check if you are eligible to apply as per the terms of this Draft Prospectus and under applicable law, rules, regulations,
guidelines and approvals; All Applicants should submit their bids through the ASBA process only;

2. Ensure that you have applied at a Price mentioned herein or in the Application Form.

3. Read all the instructions carefully and complete the Application Form in the prescribed form;

4. Ensure that the details about the PAN, DP ID, Client ID and Bank Account Number (UPI ID, as applicable) are correct
and the Applicants depository account is active, as Allotment of the Equity Shares will be in the dematerialized form
only;

5. Ensure that your Application Form bearing the stamp of a Designated Intermediary is submitted to the Designated
Intermediary at the Bidding Centre (except in case of electronic Bids) within the prescribed time. Retail Individual
Investors using UPI Mechanism, may submit their ASBA Forms with Syndicate Members, Registered Brokers, RTA
or Depository Participants;

6. Ensure that you (other than Anchor Investors) have mentioned the correct ASBA Account number and such ASBA
account belongs to you and no one else if you are not an RIB bidding using the UPI Mechanism in the Application
Form (with maximum length of 45 characters) and if you are an RIB using the UPI Mechanism ensure that you have
mentioned the correct UPI ID in the Application Form;

7. Ensure that you have funds equal to the Application Amount in the ASBA Account maintained with the SCSB before
submitting the ASBA Form to any of the Designated Intermediaries. Ensure that you use only your own bank account
linked UPI ID (only for Retail Individual Investors using the UPI Mechanism) to make an application in the Offer.
Retail Individual Investors using the UPI Mechanism shall ensure that the bank with which they have their bank account
where the funds equivalent to the Application Amount are available for blocking, is UPI 2.0 certified by NPCI;
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8. If the first applicant is not the bank account holder, ensure that the Application Form is signed by the account holder.
Ensure that you have mentioned the correct bank account number in the Application Form (for all Applicants other
than Retail Individual Investors, bidding using the UPI Mechanism);

9. All Applicants should submit their Applications through the ASBA process only;

10. Ensure that the signature of the First Applicant in case of joint Applications, is included in the Application Forms;

11. Retail Individual Investors submitting an Application Form using the UPI Mechanism, should ensure that: (a) the bank
where the bank account linked to their UPI ID is maintained; and (b) the Mobile App and UPI handle being used for
making the Application is listed on the website of SEBI at www.sebi.gov.in;

12. Ensure that the name(s) given in the Application Form is/are exactly the same as the name(s) in which the beneficiary
account is held with the Depository Participant. In case of joint Applications, the Application Form should contain only
the name of the First Applicant whose name should also appear as the first holder of the beneficiary account held in
joint names;

13. Ensure that you request for and receive a stamped acknowledgement of your Application;

14. Retail Individual Investors using the UPI mechanism should ensure that the correct UPI ID (with maximum length of
45 characters including the handle) is mentioned in the Application Form;

15. Instruct your respective banks to release the funds blocked in accordance with the ASBA process;

16. Submit revised Applications to the same Designated Intermediary, through whom the original Application was placed
and obtain a revised acknowledgment;

17. Except for Applications (i) on behalf of the Central or State Governments and the officials appointed by the courts,
who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their PAN for transacting in the
securities market, (ii) submitted by investors who are exempt from the requirement of obtaining / specifying their PAN
for transacting in the securities market including without limitation, multilateral/ bilateral institutions, and (iii)
Applications by persons resident in the state of Sikkim, who, in terms of a SEBI circular dated July 20, 2006,may be
exempted from specifying their PAN for transacting in the securities market, all Applicants should mention their PAN
allotted under the IT Act. The exemption for the Central or the State Government and officials appointed by the courts
and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective
depositories confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field and
the beneficiary account remaining in “activestatus”; and (b) in the case of residents of Sikkim, the address as per the
Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be rejected;

18. Ensure that the Demographic Details are updated, true and correct in all respects;

19. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official
seal;

20. Ensure that the correct investor category and the investor status is indicated in the Application Form;

21. Ensure that in case of Applications under power of attorney or by limited companies, corporates, trust etc., relevant
documents are submitted;

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22. Ensure that Applications submitted by any person outside India should be in compliance with applicable foreign and
Indian laws;

23. Ensure that you use only your own bank account linked UPI ID (only for Retail Individual Investors using the UPI
Mechanism) to make an application in the Offer;

24. Applicants should note that in case the DP ID, Client ID and the PAN mentioned in their Application Form and entered
into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as the case may be, do not
match with the DP ID, Client ID and PAN available in the Depository database, then such Applications are liable to be
rejected. Where the Application Form is submitted in joint names, ensure that the beneficiary account is also held in
the same joint names and such names are in the same sequence in which they appear in the Application Form;

25. Applicants, other than Retail Individual Investors using the UPI Mechanism, shall ensure that they have funds equal to
the Application Amount in the ASBA Account maintained with the SCSB before submitting the Application Form to
the relevant Designated Intermediaries;

26. Ensure that the depository account is active, the correct DP ID, Client ID and the PAN are mentioned in their
Application Form and that the name of the Applicant, the DP ID, Client ID and the PAN entered into the online IPO
system of the Stock Exchange by the relevant Designated Intermediary, as applicable, matches with the name, DP ID,
Client ID and PAN available in the Depository database;

27. In case of ASBA Applicants (other than Retail Individual Investors using UPI Mechanism), ensure that while applying
through a Designated Intermediary, the ASBA Form is submitted to a Designated Intermediary in a Bidding Centre and
that the SCSB where the ASBA Account, as specified in the ASBA Form, is maintained has named atleast one branch
at that location for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the
website of SEBI at http://www.sebi.gov.in;

28. Once the Sponsor Bank Offer the UPI Mandate Request, the Retail Individual Investors would be required to proceed
to authorize the blocking of funds by confirming or accepting the UPI Mandate Request;

29. Ensure that you have correctly signed the authorization/undertaking box in the Application Form, or have otherwise
provided an authorization to the SCSB or the Sponsor Bank, as applicable, via the electronic mode, for blocking funds
in the ASBA Account equivalent to the Application Amount mentioned in the Application Form at the time of
submission of the Application;

30. Retail Individual Investors who wish to revise their applications using the UPI Mechanism, should submit the revised
Application with the Designated Intermediaries, pursuant to which Retail Individual Investors should ensure acceptance
of the UPI Mandate Request received from the Sponsor Bank to authorize blocking of funds equivalent to the revised
Application Amount in the Retail Individual Investors ASBA Account.

31. Retail Individual Investors using the UPI Mechanism shall ensure that details of the Application are reviewed and
verified by opening the attachment in the UPI Mandate Request and then proceed to authorize the UPI Mandate Request
using his/her UPI PIN. Upon the authorization of the mandate using his/her UPI PIN, a Retail Individual Investor shall
be deemed to have verified the attachment containing the application details of the Retail Individual Investor in the UPI
Mandate Request and have agreed to block the entire Application Amount and authorized the Sponsor Bank to block
the Application Amount specified in the Application Form;

32. Retail Individual Investors applied using the UPI Mechanism should mention valid UPI ID of only the applicant (in
case of single account) and of the first applicant (in case of joint account) in the Application Form;

33. Retail Individual Investors using the UPI Mechanism who have revised their applications subsequent to making the
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 initial Application should also approve the revised UPI Mandate Request generated by the Sponsor Bank to authorize
blocking of funds equivalent to the revised Application Amount and subsequent debit of funds in case of Allotment in
a timely manner;

34. Ensure that the Application Forms are delivered by the Applicants within the time prescribed as per the Application
Form and the Prospectus;

35. Ensure that you receive an acknowledgement from the concerned Designated Intermediary, for the submission of your
Application Form;

36. Retail Individual Investors shall ensure that you have accepted the UPI Mandate Request received from the Sponsor
Bank prior to 12:00 p.m. of the Working Day immediately after the Offer Closing Date.

37. The Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.

38. UPI Applicants using UPI Mechanism through the SCSBs and mobile applications shall ensure that the name of the
bank appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Applicants shall ensure
that the name of the app and the UPI handle which is used for making the application appears in Annexure ‘A’ to the
SEBI circular no. SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019.

Don’ts:

1. Do not apply for lower than the minimum Application size;

2. Do not apply at a Price different from the Price mentioned herein or in the Application Form;

3. Do not apply by another Application Form after submission of Application to the Designated Intermediary.

4. Do not pay the Application Amount in cash, by money order, cheques or demand drafts or by postal order or by stock
invest or any mode other than blocked amounts in the bank account maintained with SCSB;

5. Do not send Application Forms by post; instead submit the same to the Designated Intermediary only;

6. Do not submit the Application Forms to any non-SCSB bank or our Company;

7. Do not apply on a physical Application Form that does not have the stamp of the relevant Designated Intermediary;

8. Do not instruct your respective Banks to release the funds blocked in the ASBA Account under the ASBA process;

9. Do not submit more than one Application Forms per ASBA Account;

10. Do not submit the Application Forms to any Designated Intermediary that is not authorized to collect the relevant
Application Forms or to our Company;

11. Do not apply for an Application Amount exceeding Rs. 200,000 (for Applications by Retail Individual Investors);

12. Do not fill up the Application Form such that the Equity Shares applied for exceeds the Offer size and / or investment
limit or maximum number of the Equity Shares that can be held under the applicable laws or regulations or maximum
amount permissible under the applicable regulations or under the terms of this Draft Prospectus;

13. Do not submit the General Index Register number instead of the PAN;
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14. Do not submit incorrect details of the DP ID, Client ID and PAN or provide details for a beneficiary account which is
suspended or for which details cannot be verified by the Registrar to the Offer;

15. Do not submit the Application without ensuring that funds equivalent to the entire Application Amount are blocked in
the relevant ASBA Account;

16. If you are a Retail Individual Investor and are using UPI Mechanism, do not submit more than one Application Form
for each UPI ID;

17. If you are a Retail Individual Investor and are using UPI Mechanism, do not make the ASBA application using third
party bank account or using third party linked bank account UPI ID;

18. Do not submit Applications on plain paper or on incomplete or illegible Application Forms or on Application Forms in
a color prescribed for another category of Applicant;
19. Do not submit an application in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;

20. Do not apply if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid
depository accounts as per Demographic Details provided by the depository);

21. Do not withdraw your application or lower the size of your application (in terms of quantity of the Equity Shares or the
Application Amount) at any stage, if you are a QIB or a Non-Institutional Investor. Retail Individual Investors can
revise their applications during the Offer Period and withdraw their Applicants on or before the Offer Closing Date;

22. Do not apply for shares more than specified by respective Stock Exchanges for each category;

23. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case of
Applications submitted by Retail Individual Investor using the UPI mechanism;

24. Do not submit incorrect UPI ID details, if you are a Retail Individual Investors applying through UPI Mechanism;

25. If you are a Non-Institutional Investor or Retail Individual Investor, do not submit your application after 3.00 p.m. on
the Offer Closing Date;

26. Do not apply if you are an OCB.

The Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.

For helpline details of the Lead Managers pursuant to the SEBI circular bearing reference number
SEBI/HO.CFD.DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, see chapter “General Information” on page 52.

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.
Application forms submitted to the SCSBs should bear the stamp of respective intermediaries to whom the application form
submitted. Application form submitted directly to the SCSBs should bear the stamp of the SCSBs and/or the Designated Branch.
Application forms submitted by Applicants whose beneficiary account is inactive shall be rejected.

SEBI, vide Circular No. CIR/CFD/14/2012 dated October 04, 2012 has introduced an additional mechanism for investors to
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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 Stock
Exchange.

APPLICANT’S DEPOSITORY ACCOUNT AND BANK DETAILS

Please note that, providing bank account details in the space provided in the Application Form is mandatory and applications
that do not contain such details are liable to be rejected.

Applicants should note that on the basis of name of the Applicants, Depository Participant’s name, Depository Participant
Identification number and Beneficiary Account Number provided by them in the Application Form, the Registrar to the Offer
will obtain from the Depository the demographic details including address, Applicants bank account details, MICR code and
occupation (hereinafter referred to as ‘Demographic Details’). These Bank Account details would be used for giving refunds to
the Applicants. Hence, Applicants are advised to immediately update their Bank Account details as appearing on the records of
the depository participant. Please note that failure to do so could result in delays in dispatch/ credit of refunds to Applicants at
the Applicants’ sole risk and neither the Lead Manager nor the Registrar to the Offer or the Escrow Collection Banks or the
SCSB nor the Company shall have any responsibility and undertake any liability for the same.

Hence, Applicants should carefully fill in their Depository Account details in the Application Form. These Demographic Details
would be used for all correspondence with the Applicants including mailing of the CANs / Allocation Advice and printing of
Bank particulars on the refund orders or for refunds through electronic transfer of funds, as applicable. The Demographic Details
given by Applicants in the Application Form would not be used for any other purpose by the Registrar to the Offer. By signing
the Application Form, the Applicant would be deemed to have authorized the depositories to provide, upon request, to the
Registrar to the Offer, the required Demographic Details as available on its records.

OTHER INSTRUCTIONS

Joint Applications in the case of Individuals

Applications may be made in single or joint names (not more than three). In the case of joint Applications, all payments will be
made out in favour of the Applicant whose name appears first in the Application Form or Revision Form. All communications
will be addressed to the First Applicant and will be dispatched to his or her address as per the Demographic Details received
from the Depository.

Multiple Applications

An Applicant should submit only one Application (and not more than one). Two or more Applications will be deemed to be
multiple Applications if the sole or First Applicant is one and the same. In this regard, the procedures which would be followed
by the Registrar to the Offer to detect multiple applications are given below:

i. All applications are electronically strung on first name, address (1st line) and applicant’s status. Further, these
applications are electronically matched for common first name and address and if matched, these are checked manually for age,
signature and father/ husband‘s name to determine if they are multiple applications.

ii. Applications which do not qualify as multiple applications as per above procedure are further checked for common DP ID/
beneficiary ID. In case of applications with common DP ID/ beneficiary ID, are manually checked to eliminate possibility of
data entry error to determine if they are multiple applications.

iii. Applications which do not qualify as multiple applications as per above procedure are further checked for common PAN.
All such matched applications with common PAN are manually checked to eliminate possibility of data capture error to
determine if they are multiple applications.
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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. In cases where
there are more than 20 valid applications having a common address, such shares will be kept in abeyance, post allotment and
released on confirmation of know your client norms by the depositories. The Company reserves the right to reject, in its absolute
discretion, all or any multiple Applications in any or all categories.

After submitting an ASBA Application either in physical or electronic mode, an ASBA Applicant cannot apply (either in
physical or electronic mode) to either the same or another Designated Branch of the SCSB Submission of a second Application
in such manner will be deemed a multiple Application and would be rejected. More than one ASBA Applicant may apply for
Equity Shares using the same ASBA Account, provided that the SCSBs will not accept a total of more than five Application
Forms with respect to any single ASBA Account.

Duplicate copies of Application Forms downloaded and printed from the website of the Stock Exchange bearing the same
application number shall be treated as multiple Applications and are liable to be rejected. The Company, in consultation with
the Lead Manager reserves the right to reject, in its absolute discretion, all or any multiple Applications in any or all categories.
In this regard, the procedure which would be followed by the Registrar to the Offer to detect multiple Applications is given
below:

• All Applications will be checked for common PAN. For Applicants other than Mutual Funds and FII sub-accounts,
Applications bearing the same PAN will be treated as multiple Applications and will be rejected.

• For Applications from Mutual Funds and FII sub-accounts, submitted under the same PAN, as well as Applications on
behalf of the Applicants for whom submission of PAN is not mandatory such as the Central or State Government, an official
liquidator or receiver appointed by a court and residents of Sikkim, the Application Forms will be checked for common DP
ID and Client ID.

Permanent Account Number or PAN

Pursuant to the circular MRD/DoP/Circ 05/2007 dated April 27, 2007, SEBI has mandated Permanent Account Number (PAN) to be
the sole identification number for all participants transacting in the securities market, irrespective of the amount of the transaction
w.e.f. July 2, 2007. Each of the Applicants should mention his/her PAN allotted under the IT Act. Applications without the PAN
will be considered incomplete and are liable to be rejected. It is to be specifically noted that Applicants shouldnot submit the GIR
number instead of the PAN, as the Application is liable to be rejected on this ground.

Our Company/ Registrar to the Offer, Lead Manager can, however, accept the Application(s) which PAN is wrongly entered
into by ASBA SCSB’s in the ASBA system, without any fault on the part of Applicant.

RIGHT TO REJECT APPLICATIONS

In case of QIB Applicants (if applicable), the Company in consultation with the Lead Manager 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. It should be noted
that RIIs using third party bank account for the payment in the public issue using UPI facility or using third party UPI ID linked
bank account are liable to be rejected.

DISPOSAL OF APPLICATIONS

With respect to Investors, our Company shall ensure dispatch of Allotment Advice, refund orders (except for applicants who
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receive refunds through electronic transfer of funds) and give benefit to the beneficiary account of Depository Participants of
the Applicants and submit the documents pertaining to the Allocation to the Stock Exchange(s) on the Investor Bidding Date.
In case of Applicants who receive refunds through NECS, NEFT, direct credit or RTGS, the refund instructions will be given to
the clearing system within 2 Working Days from the Offer Closing Date

NAMES OF ENTITIES RESPONSIBLE FOR FINALISING THE BASIS OF ALLOTMENT IN A FAIR AND
PROPER MANNER

The authorized employees of the Stock Exchange, along with the Lead Manager 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.

METHOD OF ALLOTMENT AS MAY BE PRESCRIBED BY SEBI FROM TIME TO TIME

Our Company will not make any Allotment in excess of the Equity Shares through the Offer Document except in case of over-
subscription for the purpose of rounding off to make allotment, in consultation with the Designated Stock Exchange. Further,
upon over-subscription, an allotment of not more than ten per cent of the Offer may be made for the purpose of making Allotment
in minimum lots.

The allotment of Equity Shares to applicants other than to the Retail Individual Applicants shall be on a proportionate basis
within the respective investor categories and the number of securities allotted shall be rounded off to the nearest integer, subject
to minimum Allotment being equal to the minimum application size as determined and disclosed.

The allotment of Equity Shares to each Retail Individual Applicants shall not be less than the minimum Application lot, subject
to the availability of shares in Retail Individual Applicants portion, and the remaining available Equity Shares, if any, shall be
allotted on a proportionate basis.

GROUNDS FOR REFUND

Non-Receipt of Listing Permission

In terms of Regulation 272(2) of SEBI ICDR Regulations, in case the Company fails to obtain listing or trading permission from
the stock exchanges where the specified securities are proposed to be listed, it shall refund through verifiable means the entire
monies received within four days of receipt of intimation from stock exchange(s) rejecting the application for listing of specified
securities, and if any such money is not repaid within four days after the issuer becomes liable to repay it, the issuer and every
director of the company who is an officer in default shall, on and from the expiry of the fourth day, be jointly and severally liable
to repay that money with interest at the rate of fifteen per cent per annum.

Minimum Subscription

This offer is not restricted to any minimum subscription level and is 100% underwritten. As per Section 39 of the Companies
Act, 2013, if the stated minimum amount has not been subscribed and the sum payable on application is not received within a
period of 30 days from the date of the Prospectus, the application money has to be returned within such period as may be
prescribed. If our Company does not receive the 100% subscription of the offer through the Offer Document including
devolvement of Underwriters, if any, within sixty (60) days from the date of closure of the offer, our Company shall forthwith
refund the entire subscription amount received. If there is a delay beyond 15 days after our Company becomes liable to pay the
amount, our Company and every officer in default will, on and from the expiry of this period, be jointly and severally liable to
repay the money, with interest or other penalty as prescribed under the SEBI Regulations, the Companies Act 2013 and
applicable law.

Minimum Number of Allottees

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 In accordance with the Regulation 268 of ICDR Regulations, the minimum number of Allottees in this Offer shall be 50. In case
the minimum number of prospective Allottees is less than 50, no Allotment will be made pursuant to this Offer and the monies
blocked by the SCSBs shall be unblocked within 4 Working Days of closure of Offer.

MODE OF MAKING REFUNDS

In case of ASBA applications:

Within the time prescribed under applicable law, the Registrar to the Offer may give instructions to SCSBs for unblocking the
amount in ASBA Account on unsuccessful Application and also for any excess amount blocked on Application.

Mode of making refunds for Applicants other than ASBA Applicants

The payment of refund, if any, may be done through various modes as mentioned below:

i. NECS - Payment of refund may be done through NECS for Applicants having an account at any of the centers specifiedby the
RBI. This mode of payment of refunds may be subject to availability of complete bank account details including the nine-digit
MICR code of the applicant as obtained from the Depository;

ii. NEFT - Payment of refund may be undertaken through NEFT wherever the branch of the Applicants’ bank is NEFT enabled
and has been assigned the Indian Financial System Code (“IFSC”), which can be linked to the MICR of that particular branch.
The IFSC Code may be obtained from the website of RBI as at a date prior to the date of payment of refund, duly mappedwith
MICR numbers. Wherever the Applicants have registered their nine-digit MICR number and their bank account number
while opening and operating the demat account, the same may be duly mapped with the IFSC Code of that particular bank
branch and the payment of refund may be made to the Applicants through this method. In the event NEFT is not operationally
feasible, the payment of refunds may be made through any one of the other modes as discussed in this section;

iii. Direct Credit - Applicants having their bank account with the Refund Banker may be eligible to receive refunds, if any,through
direct credit to such bank account;

iv. RTGS - Applicants having a bank account at any of the centers notified by SEBI where clearing houses are managed by the
RBI, may have the option to receive refunds, if any, through RTGS.

The IFSC code shall be obtained from the demographic details. Investors should note that on the basis of PAN of the applicant,
DP ID and beneficiary account number provided by them in the Application Form, the Registrar to the Offer will obtain from
the Depository the demographic details including address, Applicants account details, IFSC code, MICR code and occupation
(hereinafter referred to as “DemographicDetails”). The bank account details for would be used giving refunds. Hence, Applicants
are advised to immediately update theirbank account details as appearing on the records of the Depository Participant. Please
note that failure to do so could result in delays in dispatch/ credit of refunds to Applicants at their sole risk and neither the Lead
Manager or the Registrar to the Offer or the Escrow Collection Banks nor the Company shall have any responsibility and
undertake any liability for the same; and

For details of levy of charges, if any, for any of the above methods, Bank charges, if any, for cashing such cheques, pay orders
or demand drafts at other centers etc. Applicants may refer to Draft Prospectus.

INTEREST IN CASE OF DELAY IN ALLOTMENT OR REFUND

The Offeror shall make the Allotment within the period prescribed by SEBI. The Offeror shall pay interest at the rate of 15%
per annum if Allotment is not made and refund instructions have not been given to the clearing system in the disclosed
manner/instructions for unblocking of funds in the ASBA Account are not dispatched within such times as maybe specified by
SEBI.
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GROUNDS FOR TECHNICAL REJECTIONS

In addition to the grounds for rejection of Application on technical grounds as provided in the “General Information Document”
Applicants are requested to note that Applications may be rejected on the following additional technical grounds.

1. Applications submitted without instruction to the SCSBs to block the entire Application Amount;

2. Applications submitted by Applicants which do not contain details of the Application Amount and the bank account
details / UPI ID in the Application Form;

3. Applications submitted on a plain paper;

4. Applications submitted by Retail Individual Investors using the UPI Mechanism through an SCSB and/or using a
Mobile App or UPI handle, not listed on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40;

5. Applications submitted by Retail Individual Investors using third party bank accounts or using a third party linked
bank account UPI ID;

6. Applications by HUFs not mentioned correctly as given in the sub-section “Who can Apply?

7. Application Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;

8. Application submitted without the signature of the First Applicant or sole Applicants;

9. Applications by person for whom PAN details have not been verified and whose beneficiary accounts are
‘suspended for credit’ in terms of SEBI circular (reference number: CIR/MRD/DP/ 22 /2010) dated July29, 2010;

10. GIR number furnished instead of PAN;

11. Application by Retail Individual Investors with Application Amount for a value of more than Rs. 200,000

12. Applications by person who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals;

13. Applications by Applicants (who are not Anchor Investors) accompanied by cheques or demand drafts;

14. Applications accompanied by stock invest, money order, postal order or cash;

15. Application by OCB

For further details of grounds for technical rejections of Application Form, please refer to the General Information Document
and UPI Circulars.

For details of instruction in relation to the Application Form, please refer to the General Information Document and UPI
Circulars.

INVESTOR GRIEVANCE

In case of any pre-Offer or post-offer related issues regarding share certificates/demat credit/refund orders/unblocking etc.,
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investors shall reach out the Company Secretary and Compliance Officer. For details of the Company Secretary and Compliance
Officer, please refer to the chapter titled “General Information” on page 52.

IMPERSONATION

Attention of the applicants is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, which
is reproduced below:

“Any person who:

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
(b) makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any other
person in a fictitious name, shall be liable for action under Section 447.”

The liability prescribed under Section 447 of the Companies Act, for fraud involving an amount of at least Rs 10 Lakhs or 1%
of the turnover of the Company, whichever is lower, includes imprisonment for a term which shall not be less than six months
extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to three times such
amount (provided that where the fraud involves public interest, such term shall not be less than three years.) Further, where the
fraud involves an amount less than Rs 10 Lakhs or one per cent of the turnover of the company, whichever is lower, and does
not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term which may extend
to five years or with fine which may extend to Rs 50 Lakhs or with both.

DEPOSITORY ARRANGEMENTS

The Allotment of the Equity Shares in the Offer shall be only in a dematerialized form, (i.e., not in the form of physical
certificates but be fungible and be represented by the statement issued through the electronic mode). In this context, tripartite
agreements to be signed among our Company, the respective Depositories and the Registrar to the Offer:

1. Agreement dated September 27, 2024 among CDSL, our Company and Registrar to the Offer.

2. Agreement dated September 30, 2024 among NSDL, our Company and the Registrar to the Offer.

3. The ISIN no of the company is INE346R01013

UNDERTAKINGS BY OUR COMPANY

Our Company undertakes the following:

1. the complaints received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily;

2. all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock Exchanges
where the Equity Shares are proposed to be listed are taken within three working days of the Offer Closing Date or
within such other time period prescribed by SEBI will be taken;

3. the funds required for making refunds/unblocking (to the extent applicable) as per the mode(s) disclosed shall be made
available to the Registrar to the Offer by our Company;

4. If Allotment is not made, application monies will be refunded/unblocked in the ASBA Accounts within the time
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 prescribed under applicable law or such lesser time as specified by SEBI, failing which interest will be due to be paid
to the Applicants at the rate of 15.00% per annum for the delayed period; where refunds (to the extent applicable) are
made through electronic transfer of funds, a suitable communication shall be sent to the applicant within time prescribed
under applicable laws, giving details of the bank where refunds shall be credited along with amount and expected date
of electronic credit of refund;

5. That if our Company do not proceed with the Offer after the Offer Closing Date but prior to Allotment, the reason
thereof shall be given as a public notice within two days of the Offer Closing Date. The public notice shall be issued in
the same newspapers where the pre-Offer advertisements were published. The Stock Exchanges shall be informed
promptly;

6. That if our Company withdraw the Offer after the Offer Closing Date, our Company shall be required to file a fresh
offer document with SEBI, in the event our Company or subsequently decide to proceed with the Offer;

7. Adequate arrangements shall be made to collect all Application Forms submitted by Applicants.

8. No further issue of Equity Shares shall be made until the Equity Shares Offered through the Prospectus are listed or until
the Application monies are refunded/unblocked in the ASBA Accounts on account of non-listing, under-subscription
etc.

9. The Promoters’ contribution, in full, wherever required, shall be brought in advance before the Offer opens for public
subscription and the balance, if any, shall be brought on a pro rata basis before the calls are made on public.

UNDERTAKINGS BY THE SELLING SHAREHOLDERS

The Selling Shareholder undertakes the following in respect of itself as a Selling Shareholder and the Offered Shares:

1. The Offered Shares are eligible for being offered in the Offer for Sale in terms of the SEBI ICDR Regulations;

2. It is the legal and beneficial owner of the Offered Shares and the Offered Shares are free and clear of any pre-emptive
rights, liens, mortgages, charges, pledges or any other encumbrances and shall be in dematerialized form at the time of
transfer;

3. It shall deposit its respective portion of the Offered Shares in an escrow demat in accordance with the share escrow
agreement to be executed between the parties to such share escrow agreement;

4. It shall provide such reasonable assistance to our Company and the LM in redressal of such investor grievances that
pertain to its respective portion of the Offered Shares;

5. It shall provide such reasonable cooperation to our Company in relation to its respective portion of the Offered Shares
for the completion of the necessary formalities for listing and commencement of trading at the Stock Exchange; and it
shall not have recourse to the proceeds of the Offer until final approval for trading of the Equity Shares from the Stock
Exchange has been received that they shall not offer any incentive, whether direct or indirect, in any manner, whether
in cash or kind or services or otherwise to any Applicants for making a Applications in the Offer, and shall not make
any payment, direct or indirect, in the nature of discounts, commission, allowance or otherwise to any person who
makes a Applications in the Offer, except as permitted under applicable law.

UTILISATION OF NET PROCEEDS

Our Board certifies that:

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1. All monies received out of the Fresh Offer shall be credited/transferred to a separate bank account other than the bank
account referred to in sub-Section (3) of Section 40 of the Companies Act, 2013;

2. Details of all monies utilized out of the Fresh Offer shall be disclosed, and continue to be disclosed till the time any part
of the Fresh Offer proceeds remains unutilized, under an appropriate head in the balance sheet of our Company
indicating the purpose for which such monies have been utilized;

3. Details of all unutilized monies out of the Fresh Offer, if any shall be disclosed under an appropriate separate head in
the balance sheet indicating the form in which such unutilized monies have been invested.

4. The utilization of monies received under the Promoters’ contribution shall be disclosed, and continue to be disclosed
till the time any part of the Offer Proceeds remains unutilized, under an appropriate head in the balance sheet of our
Company indicating the purpose for which such monies have been utilized;

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 RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and Foreign
Exchange Management Act, 1999 (“FEMA”). While the Industrial Policy, 1991 prescribes the limits and the conditions subject
to which foreign investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in
which such investment may be made. Under the Industrial Policy, unless specifically restricted, foreign investment is freely
permitted in all sectors of Indian economy up to any extent and without any prior approvals, but the foreign investor is required
to follow certain prescribed procedures for making such investment. The government bodies responsible for granting foreign
investment approvals are the Reserve Bank of India (“RBI”) and Department for Promotion of Industry and Internal Trade
(“DPIIT”).

The Government of India has from time to time made policy pronouncements on Foreign Direct Investments (“FDI”) through
press notes and press releases. The Department for Promotion of Industry and Internal Trade issued the Consolidated Foreign
Direct Investment Policy notified by the DPIIT File No. 5(2)/2020-FDI Policy dated October 15, 2020, with effect from October
15, 2020 (the “FDI Policy”), which consolidates and supersedes all previous press notes, press releases and clarifications on
FDIissued by the DPIIT or the DPIIT that were in force and effect prior to October 15, 2020. The Government of India proposes
toupdate the consolidated circular on FDI Policy once every year and therefore, the FDI Policy will be valid until the DPIIT
issuesan updated circular.

Under the current applicable sectoral cap, foreign direct investment in micro and small enterprises is subject to sectoral caps,
entry routes and other sectoral regulations. At present our Company is in the business of Infrastructure Solutions, Digital
Business Solutions and Consulting Solutions. As these sectors/activities are not specifically listed under the FDI Policy 2020,
itshall come under the Permitted Sectors category, hence 100 % foreign direct investment through automatic route is permitted
subject to applicable laws/regulations, security and other conditionalities.

Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange
Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any investment,
subscription, purchase or sale of equity instruments by entities of a country which shares land border with India or where the
beneficial owner of an investment into India is situated in or is a citizen of any such country (“Restricted Investors”), will require
prior approval of the Government, as prescribed in the Consolidated FDI Policy and the FEMA Rules. Further, in the event of
transfer of ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly, resulting
in the beneficial ownership falling within the aforesaid restriction/ purview, such subsequent change in the beneficial
ownership will also require approval of the Government. Furthermore, on April 22, 2020, the Ministry of Finance, Government
of India has also made a similar amendment to the FEMA Rules. Pursuant to the Foreign Exchange Management (Non-debt
Instruments)(Fourth Amendment) Rules, 2020, a multilateral bank or fund, of which India is a member, shall not be treated as
an entity of aparticular country nor shall any country be treated as the beneficial owner of the investments of such bank of fund
in India. Eachapplicant should seek independent legal advice about its ability to participate in the Offer. In the event such prior
approval of theGovernment of India is required, and such approval has been obtained, the applicant shall intimate our Company
and the Registrar to the Offer in writing about such approval along with a copy thereof within the Offer Period.

Investment conditions/restrictions for overseas entities

i. Investment by FPIs under Portfolio Investment Scheme (PIS):

FPIs are permitted to subscribe to Equity 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. SEBI registered FPIs have been permitted to purchase shares of an Indian company through Offer,
subject to total FPI investment being within the individual FPI investment limit of below 10% of the total paid-up equity
capital of the Indian Company on a fully diluted basis and subject to the aggregate limit of all FPIs put together being
24% of the total paid-up equity capital of the Indian company on a fully diluted basis. However, this aggregate limit of
24% may be increased up to sectoral cap/statutory ceiling, as applicable, by the Indian company concerned by passing
a resolution by its Board of Directors followed by passing of a special resolution to that effect by its general body,
respectively before March 31, 2020. With effect from April 01, 2020, the aggregate limit shall be the sectoral caps
applicable to the Indian company as laid out in sub-paragraph (b) of paragraph 3 of Schedule I of the FDI Policy, 2020,
with respect to its paid-up equity capital on a fully diluted basis or such same sectoral cap percentage of paid-up value
of each series of debentures or preference shares or share warrants. The aggregate limit as provided above may be

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 decreased by the Indian company concerned to a lower threshold limit of 24% or 49% or 74% as deemed fit, with the
approval of its Board of Directors and its General Body through a resolution and a special resolution, respectively before
March 31, 2020. The Indian company which has decreased its aggregate limit to 24% or 49% or 74%, may increase
such aggregate limit to 49% or 74% or the sectoral cap or statutory ceiling respectively as deemed fit, with the approval
of its Board of Directors and its General Body through a resolution and a special resolution, respectively; however, once
the aggregate limit has been increased to a higher threshold, the Indian company cannot reduce the same to a lower
threshold.

ii. Investment by NRI or OCI on repatriation basis:

As per Schedule 3 of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, an NRI or OCI may
purchase or sell shares of a listed Indian company on repatriation basis, on a recognised stock exchange in India, subject
to the conditions that NRIs or OCIs may purchase and sell shares through a branch designated by an authorised dealer
for the purpose; and the total holding by any individual NRI or OCI shall not exceed 5% of the total paid-up equity
capital on a fully diluted basis or should not exceed 5% of the paid-up value of each series of debentures or preference
shares or share warrants issued by an Indian company and the total holdings of all NRIs and OCIs put together shall not
exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not exceed 10% of the paid-up value of
each series of debentures or preference shares or share warrants. The aggregate ceiling of 10% may be raised to 24% if
a special resolution to that effect is passed by the general body of the company.

iii. Investment by NRI or OCI on non-repatriation basis

As per Schedule 4 of the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, purchase by an NRI/OCI,
including a company, a trust and a partnership firm incorporated outside India and owned and controlled by NRIs/OCIs,
on non-repatriation basis of shares and convertible debentures or warrants issued by a company without any limit either
on the stock exchange or outside, it will be deemed to be domestic investment at par with the investment made by
residents. This is further subject to remittance channel restrictions. However, NRI/ OCI, including a company, a trust
and a partnership firm incorporated outside India and owned and controlled by NRIs/OCIs, is prohibited from making
any investment, under Schedule 4, in capital instruments or units of a Nidhi company or a company engaged in
agricultural/ plantation activities or real estate business or construction of farm houses or dealing in transfer of
development rights.

The Equity Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (“US Securities
Act”) or any other state securities laws in the United States of America and may not be sold or offered within the United States
of America, or to, or for the account or benefit of “US Persons” as defined in Regulation S of the U.S. Securities Act, except
pursuant to exemption from, or in a transaction not subject to, the registration requirements of US Securities Act and applicable
state securities laws.

Accordingly, the equity shares are being offered and sold only outside the United States of America in an offshore transaction in
reliance upon Regulation S under the US Securities Act and the applicable laws of the jurisdiction where those offers and sale
occur.

Further, no offer to the public (as defined under Directive 20003/71/EC, together with any amendments) and implementing
measures thereto, (the “Prospectus Directive”) has been or will be made in respect of the Offer in any member State of the
European Economic Area which has implemented the Prospectus Directive except for any such offer made under exemptions
available under the Prospectus Directive, provided that no such offer shall result in a requirement to publish or supplement a
prospectus pursuant to the Prospectus Directive, in respect of the Offer.

Any forwarding, distribution or reproduction of this document in whole or in part may be unauthorised. Failure to comply with
this directive may result in a violation of the Securities Act or the applicable laws of other jurisdictions. Any investment decision
should be made on the basis of the final terms and conditions and the information contained in this Draft Prospectus.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India
and may not be offered or sold, and Application may not be made by persons in any such jurisdiction, except in compliance with
the applicable laws of such jurisdiction.

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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 ensure that the Applications are not in violation of laws or
regulations applicable to them and do not exceed the applicable limits under the laws and regulation

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 SECTION X – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION

MAIN PROVISIONS OF ARTICLES OF ASSOCIATION OF OUR COMPANY

Pursuant to Schedule I of the Companies Act, and the SEBI ICDR Regulations, the main provisions of the Articles of Association
relating to voting rights, dividend, lien, forfeiture, restrictions on transfer and transmission of equity shares or debentures, their
consolidation or splitting are as provided below. Each provision below is numbered as per the corresponding article number in the
articles of association and defined terms herein have the meaning given to them in the Articles of Association.

Sr. No. Preliminary

1. No regulation contained in Table “F” in the First Schedule to Table F Applicable.
Companies Act, 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 Act
statutory modification or re-enactment thereof for the time being
in force.
(b) “These Articles" means Articles of Association for the time Articles
being in force or as may be altered from time to time vide
Special Resolution.
(c) “Auditors" means and includes those persons appointed as Auditors
such for the time being of the Company.
(d) "Capital" means the share capital for the time being raised or Capital
authorized to be raised for the purpose of the Company.
(e) “The Company” shall mean Nilachal Carbo Metalicks Limited

(f)“Executor” or “Administrator” means a person who has obtained Executor

a probate or letter of administration, as the case may be from a Or Administrator
Court of competent 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 Legal Representative
the estate of a deceased Member.
(h) Words importing the masculine gender also include the Gender
feminine gender.
(i)"In Writing" and “Written" includes printing lithography and In Writing and Written
other modes of representing or reproducing words in a visible
form.
(j) The marginal notes here to shall not affect the construction there Marginal notes
of.
(k) “Meeting” or “General Meeting” means a meeting of members. Meeting or General

287
 Meeting

(l) "Month" means a calendar month. Month

(m)"Annual General Meeting" means a General Meeting of the Annual General Meeting
Members held in accordance with the provision of section 96 of
the Act.
(n)"Extra-Ordinary General Meeting" means an Extraordinary Extra-Ordinary General
General Meeting of the Members duly called and constituted Meeting
and any adjourned holding thereof.
(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 Non-retiring Directors
retirement by rotation.
(q) "Office” means the registered Office for the time being of the Office
Company.
(r) “Ordinary Resolution” and “Special Resolution” shall have Ordinary and Special
the meanings assigned there to by Section114 of the Act. Resolution
(s) “Person" shall be deemed to include corporation sand firms as Person
well as individuals.
(t) “Proxy” means an instrument where by any person is authorized Proxy
to vote for 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 Register of Members
to be kept pursuant to Section 88 (1) (a) of the Act.

(v) "Seal" means the common seal for the time being of the Seal
Company.
(w)Words importing the Singular number include where the context Singular number
admits or requires the plural number and vice versa.
(x) “The Statutes” means the Companies Act, 2013 and every other Statutes
Act for the time being in force affecting the Company.

(y) “These presents” means the Memorandum of Association and the These Presents
Articles of Association as originally framed or as altered from
time to time.
(z) “Variation” shall include abrogation; and “vary” shall include Variation
abrogate.
(aa) “Year” means the calendar year and “Financial Year” shall have Year and Financial Year
the meaning assigned thereto by Section 2(41) of the Act.

Save as aforesaid any words and expressions contained in these Expressions in the Act to
Articles shall bear the same meanings as in the Act or any statutory bear the same meaning in
modifications there off or the time being in force. Articles

CAPITAL
3. The Authorized Share Capital of the Company shall be such amount Authorized Capital.
as may be mentioned in Clause V of Memorandum of Association
the Company from time to time.

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4. The Company may in General Meeting from time to time by Increase of capital by
Ordinary Resolution increase its capital by creation of new Shares the Company how carried
which may be unclassified and may be classified at the time of issue into effect
in one or more classes and of such amount or amounts as may be
deemed expedient. The new Shares shall be issued upon such terms
and conditions and with such rights and privileges annexed hereto
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 64 of the Act.
5. Except so far as otherwise provided by the conditions of issue or by New Capital same as
these Presents, any capital raised by the creation of new Shares shall existing capital
be considered as 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 Non-Voting Shares
by way of 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 Redeemable Preference
Directors may issue redeemable preference shares to such persons, Shares
on such terms and 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 Voting rights of
Resolutions, which directly affect the rights attached to his preference shares
Preference Shares.

289
9. On the issue of redeemable preference shares under the provisions Provisions to apply on
of Article 7 hereof, the following provisions-shall take effect: issue of Redeemable
(a) No such Shares shall be redeemed except out of profits of which Preference Shares
would otherwise be available for dividend
oroutofproceedsofafreshissueofsharesmadeforthepurposeofth
eredemption;
(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 affected in
accordance with the terms and conditions of their issue and in
the absence of any specific terms and conditions in that behalf,
in such manner as the Directors may think fit. The
Reduction of Preference Shares under the provisions by the
10. Companymay
The Company shall not beto taken
(subject as reducing
the provisions the amount
of sections 52, 55,of66,its Reduction of capital
Authorized Share Capital
both 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, I fit were omitted.
11. Any debentures, debenture-stock or other securities may be issued Debentures
at a discount, premium or otherwise and may be issued on condition
that they shall be convertible into shares of any denomination and
with any privileges and conditions as to redemption, surrender,
drawing, allotment of shares, attending (but not voting) at the
General Meeting, appointment of Directors and otherwise.
Debentures with the right to conversion into or allotment of shares
shall be issued only with the consent of the Company in the General
Meeting by a Special Resolution.
12. The Company may exercise the powers of issuing sweat equity Issue of Sweat Equity
shares conferred by Section 54 of the Act of a class of shares already Shares
issued subject to such conditions as may be specified in that sections
and rules framed thereunder.

290
13. The Company may issue shares to Employees including its Directors ESOP
other than independent directors and such other persons as the rules
may allow, under Employee Stock Option Scheme (ESOP) or any
other scheme, if authorized by a Special Resolution of the Company
in general meeting subject to the provisions of the Act, the Rules and
applicable guidelines made thereunder, by whatever name called.

14. Notwithstanding anything contained in these articles but subject to Buy Back of shares
the provisions of sections 68 to70 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 Consolidation, Sub-
general meeting may, from time to time, sub-divide or consolidate Division and Cancellation
all or any of the share capital into shares of larger amount than its
existing share or sub-divide its shares, or any of the min to 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 Issue of Depository Receipts
framed thereunder the company shall have power to issue depository
receipts in any foreign country.
17. Subject to compliance with applicable provision of the Act and rules Issue of Securities
framed thereunder the company shall have power to issue any kind
of securities as permitted to be issued under the Act and rules framed
thereunder.

MODIFICATION OF CLASS RIGHTS

18. (a) If at any time the share capital, by reason of the issue of Modification of rights
Preference Shares or 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.
(b) The rights conferred upon the holders of the Shares including New Issue of Shares not to
Preference Share, if any) of any class issued with preferred or other affect rights attached to
rights or privileges shall, unless otherwise expressly provided by the existing shares of that
terms of the issue of shares of that class, be deemed not to be class.
modified, commuted, affected, abrogated, dealt with or varied by the
creation or issue of further shares ranking pari passu therewith.

291
19. Subject to the provisions of Section 62 of the Act and these Shares at the disposal of the
Articles, the shares in the capital of the company for the time being Directors.
shall be under the control of the Directors who may issue, allot or
otherwise dispose of the same or any of the moto 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.
20. The Company may issue shares or other securities in any manner Power to issue shares on
whatsoever including by way of a preferential offer, to any preferential basis.
persons 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
thereunder.
21. The shares in the capital shall be numbered progressively Shares should be
according to their several denominations, and except in the Numbered progressively
manner herein before mentioned no share shall be sub-divided. and no share to be
Every forfeited or surrendered share shall continue to bear the subdivided.
number by which the same was originally distinguished.
22. An application signed by or on behalf of an applicant for shares in Acceptance of Shares.
the Company, followed by an allotment of any shares therein,
shall be an acceptance of shares within the meaning of these
Articles, and every person who thus or otherwise accepts any
shares and whose name is on the Register shall for the purposes of
these Articles, be a Member.
23. Subject to the provisions of the Act and these Articles, the Directors may allot shares
Directors may allot and issue shares in the Capital of the Company as full paid-up
as payment or part payment for any 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.
24. The money (if any) which the Board shall on the allotment of any Deposit and call etc. to be a
shares being made by them, require or direct to be paid by way of debt payable immediately.
deposit, call or otherwise, in respect of any shares allotted by them
shall become a debt due to and recoverable by the Company from
the allottee thereof, and shall be paid by him, accordingly.
25. Every Member, or his heirs, executors, administrators, or legal Liability of Members.
representatives, 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.

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26. Shares may be registered in the name of any limited company or Registration of Shares.
other corporate 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

27. 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
28. (a) Every member shall be entitled, without payment, to one or Share Certificates.
more 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 maybe.
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.
(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

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 signature thereon by means of any machine, equipment or
other mechanical means, such as engraving in metal or
lithography, but not by mean sofa rubber stamp provided that
the Director shall be responsible for the safe custody of such
machine, equipment or other material used for the purpose.
(d) When a new Share certificate has been issued in pursuance of
the preceding clause of this Article, it shall state on the face of
it and against the stub or counterfoil to the effect that it is ―”
Issued in lieu of Share Certificate No. sub-divided/replaced/on
consolidation of Shares”.

29. If any certificate be worn out, defaced, mutilated or torn or if there Issue of new certificates in
be no further space on the back there off or endorsement of transfer, place of those defaced, lost
then upon production and surrender thereof to the Company, a new or destroyed.
Certificate may be issued in lieu thereof, and if any certificate lost
or destroyed then upon proof thereof to the satisfaction of the
company and on execution of such indemnity as the company deem
adequate, being given, a new Certificate in lieu thereof shall be given
to the party entitled to such lost or destroyed Certificate. Every
Certificate under 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 there off or 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.
30. (a) If any share stands in the names of two or more persons, the The first named joint
person first named in the Register shall as regard receipts of holder deemed Sole holder.
dividends or bonus or service of notices and or any other matter
connected with the Company except voting at 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 Maximum number of
persons as the joint holders of any share. join holders.
31. Except as ordered by a Court of competent jurisdiction or as by law Company not bound to
required, the Company shall not be bound to recognize any recognize any interest in
equitable, contingent, future or partial interest in any share, share other than that of
or(except only as is by these Articles otherwise expressly provided) registered holders.
any right in respect of a share other than an absolute right thereto, in
accordance with these Articles, in the person from time to time
registered as the holder there of 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.
32. If by the conditions of allotment of any share the whole or part of Installment on shares to be
the amount or issue price thereof shall be payable by installment, duly paid.
every such installment shall when due be paid to the Company by

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 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

33. Subject to the provisions of Section 40(6) of the Act, the Company Commission
may at any 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 satisfied by payment of cash or by allotment of fully or partly
paid shares or partly in one way and partly in the other.
34. The Company may pay on any issue of shares and debentures such Brokerage
brokerage as may be reasonable and lawful.
CALLS
35. (1) The Board may, from time to time, subject to the terms on which Directors may make calls
any shares may have been issued and subject to the conditions
of allotment, by a 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.
A call may be made payable by installments.
36. One month notice in writing of any call shall be given by the Notice of Calls
Company specifying the time and place of payment, and the person
or persons to whom such call shall be paid.
37. A call shall be deemed to have been made at the time when the Calls to date from
resolution of the Board of Directors authorizing such call was passed resolution.
and may be made payable by 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.
38. Whenever any calls for further share capital are made on shares, Calls on uniform basis.
such calls shall 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.
39. The Board may, from time to time, at its discretion, extend the time Directors may extend time.
fixed for the payment of any call and may extend such time as to all
or any of the members 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.
40. If any Member fails to pay any call due from him on the day Calls to carry interest.
appointed for 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 there of 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.

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 41. If by the terms of issue of any share or otherwise any amount is made Sums deemed to be calls.
payable at any fixed time or by installments at fixed time (whether
on account of the amount 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.
42. On the trial or hearing of any action or suit brought by the Company Proof on trial of suit for
against any Member or his representatives for the recovery of any money due on shares.
money claimed to be due to the Company in respect of his shares, if
shall be sufficient to prove that the name 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.
43. Neither adjudgment nor a decree in favor of the Company for calls Judgment, decree, partial
or other moneys due in respect of any shares nor any part payment payment motto proceed
or satisfaction thereunder nor the receipt by the Company of a for forfeiture.
portion of any money which shall from time to time be due from any
Member of the Company in respect of his shares, either by way of
principal or interest, nor any indulgence granted by the Company in
respect of the payment of any such money, shall preclude the
Company from thereafter proceeding to enforce forfeiture of such
shares as hereinafter provided.
44. (a) The Board may, if it thinks fit, receive from any Member Payments in Anticipation
willing to advance the same, all or any part of the amounts of of calls may carry interest
his respective shares beyond the sums, actually called up and
upon the moneys so paid in advance, or upon 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
45. The Company shall have a first and paramount lien upon all the Company to have Lien on
shares/debentures (other than fully paid-up shares/debentures) shares.
registered in the name of each member (whether solely or jointly
with others) and upon the proceeds of sale thereof for all moneys

296
 (whether presently payable or not) called or payable at affixed 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.
Provided that the fully paid shares shall be free from all lien, while
in the case of partly paid shares, the company’s lien, if any, shall be
restricted to moneys called or payable at a fixed time in respect of
such shares.
46. For the purpose of enforcing such lien the Directors may sell the As to enforcing lien by
shares subject thereto in such manner as they shall think fit, but no sale.
sale shall be made until such 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 authorize 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.
47. The net proceeds of any such sale shall be received by the Company Application of proceeds of
and applied in or towards payment of such part of the amount in sale.
respect of which the lien 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
48. If any Member fails to pay the whole or any part of any call or If call or installment not
installment or any moneys due in respect of any shares either by way paid, notice may be given.
of principal or interest on or before the day appointed for the
payment of the same, the Directors may, at any time thereafter,
during such time as the call or installment or any part thereof or other
moneys as aforesaid remains unpaid or adjudgment 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.
49. The notice shall name a day (not being less than fourteen days from Terms of notice.
the date of notice) and a place or places on and at which such call or

297
 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.
50. If the requirements of any such notice as aforesaid shall not be On default of payment,
complied with, every or any share in respect of which such notice shares to be forfeited.
has been given, may at any 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.
51. When any shares have been forfeited, notice of the forfeiture shall Notice of forfeiture to a
be given to the member in whose name it stood immediately prior to Member
the forfeiture, and an entry of the forfeiture, with the date thereof
shall forth with be made in the Register of Members.
52. Any shares so forfeited, shall be deemed to be the property of the Forfeited shares to be
Company and may be sold, re-allotted, or otherwise disposed of property of the Company
either to the original holder thereof or to any other person, upon such and may be sold etc.
terms and in such manner as the Board in their absolute discretion
shall think fit.
53. Any Member whose shares have been forfeited shall Members still liable to pay
notwithstanding the forfeiture, be liable to pay and shall forthwith money owing at time of
pay to the Company, on demand all calls, installments, interest and forfeiture and interest.
expenses owing upon or in respect of such shares at the time of the
forfeiture, together with interest thereon from the time of the
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.
54. The forfeiture shares shall involve extinction at the time of the Effect of forfeiture.
forfeiture, of all 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.
55. A declaration in writing that he declarant is a Director or Secretary Evidence of Forfeiture.
of the 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.
56. The Company may receive the consideration, if any, given for the Title of purchaser and
share on any sale, re-allotment or other disposition thereof and the allottee of Forfeited
person to whom such share is sold, re-allotted or disposed of maybe shares.
registered as the holder of the share and 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.
57. Upon any sale, re-allotment or other disposal under the provisions Cancellation of share
of the preceding Article, the certificate or certificates originally certificate in respect of
issued in respect of the relative shares shall (unless the same shall forfeited shares.
on demand by the Company have been previously surrendered to it
by the defaulting member) stand cancelled and become null and void

298
 and of no effect, and the Directors shall be entitled to issue a
duplicate certificate or certificates in respect of the said shares to the
person or persons entitled thereto.
58. In the meantime and until any share so forfeited shall be sold, re- Forfeiture may be
allotted, or otherwise dealt with as aforesaid, the forfeiture thereof remitted.
may, at the discretion and 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.
59. Upon any sale after forfeiture or for enforcing a lien in purported Validity of sale
exercise of the powers hereinbefore given, the Board may appoint
some person 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 to the Shares sold, and the purchasers shall not
be bound to see to the regularity of the proceedings or to the
application of the purchase money, and after his name has been
entered in the Register of Members in respect of such Shares, the
validity of the sale shall not be impeached by any person and the
remedy of any person aggrieved by the sale shall be in damages only
and against the Company exclusively.
60. The Directors may, subject to the provisions of the Act, accept a Surrender of shares.
surrender of any share from or by any Member desirous of
surrendering on such terms the Directors may think fit.
TRANSFER AND TRANSMISSION OF SHARES
61. (a) The instrument of transfer of any share in or debenture of the Execution of the
Company shall be executed by or on behalf of both the instrument of shares.
transferor and transferee.
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.
62. The instrument of transfer of any share or debenture shall be in Transfer Form.
writing and all the 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. Provided that the company shall
use a common form of transfer;
63. The Company shall not register a transfer in the Company other than Transfer not to be
the transfer between persons both of whose names are entered as registered except on
holders of beneficial interest in the records of a depository, unless a production of instrument
proper instrument of transfer duly stamped and executed by or on of transfer.
behalf of the transferor and by or on behalf of the transferee and
specifying the name, address and occupation if any, of the transferee,
has been delivered to the Company along with the certificate relating
to the shares 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.

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64. Subject to the provisions of Section 58 of the Act and Section 22A Directors may refuse to
of the Securities Contracts (Regulation) Act, 1956, the Directors register transfer.
may, decline to register—
(a) any transfer of shares on which the company has alien.
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;
65. If the Company refuses to register the transfer of any share or Notice of refusal to be
transmission of any right therein, the Company shall within one given to transfer or and
month from the date on which the instrument of transferor intimation transferee.
of transmission was lodged with the Company, send notice of refusal
to the transferee and transferor or to the person giving intimation of
the transmission, as the case maybe, and there upon the provisions
of Section 56 of the Actor any statutory modification thereof or the
time being in force shall apply.
66. No fee shall be charged for registration of transfer, transmission, No fee on transfer.
Probate, Succession Certificate and letter of administration,
Certificate of Death or Marriage, Power of Attorney or similar other
document with the Company.
67. The Board of Directors shall have power on giving not less than Closure of Register of
seven days pervious notice in accordance with section 91 and rules Members or debenture
made there under close the Register of Members and/or the Register holder or other security
of debentures holders and/or other security holders at such time or holders.
times and for such period or periods, not 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.
68. The instrument of transfer shall after registration be retained by the Custody of transfer Deeds.
Company and shall remain in its custody. All instruments of transfer
which the Directors may decline to register shall on demand be
returned to the persons depositing the same. The Directors may
cause to be destroyed all the transfer deeds with the Company after
such period as they may determine.
69. Where an application of transfer relates to partly paid shares, the Application for transfer of
transfer shall not be registered unless the Company gives notice of partly paid shares.
the application to the transferee and the transferee makes no
objection to the transfer within two weeks from the receipt of the
notice.
70. For this purpose the notice to the transferee shall be deemed to have Notice to transferee.
been duly 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.
71. (a) On the death of a Member, the survivor or survivors, where the Recognition of
Member was a joint holder, and his nominee or nominees or legal
legal representatives where he was a sole holder, shall be the representative.
only person recognized by the Company as having any title to
his interest in the shares.
(b) Before recognizing 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

300
 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
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.
72. The Executors or Administrators of a deceased Member or holders of Titles of Shares of
a Succession Certificate or the Legal Representatives in respect of the deceased Member
Shares of a 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.
73. Where, in case of partly paid Shares, an application for registration is Notice of application when
made by the transferor, the Company shall give notice of the to be given
application to the transferee in accordance with the provisions of
Section 56 of the Act.
74. Subject to the provisions of the Act and these Articles, any person Registration of persons
becoming entitled to any share inconsequence of the death, lunacy, entitled to share otherwise
bankruptcy, insolvency of any member or by any lawful means other than by transfer.
than by a transfer in accordance with these presents ,may, with the (Transmission clause).
consent of the Directors (which they shall not be under any obligation
to give) upon producing such evidence that he sustains 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
favor 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’.
75. Subject to the provisions of the Act and these Articles, the Directors Refusal to register
shall have the same right to refuse or suspend register a person entitled nominee.
by the transmission to any shares or his nominee as if he were the
transferee named in an ordinary transfer presented for registration.
76. Every transmission of a share shall be verified in such manner as the Board may require
Directors may require and the Company may refuse to register any evidence of transmission.
such transmission until the same be so verified or until or unless an
indemnity be given to the Company with regard to such registration
which the Directors at their discretion shall consider sufficient,
provided nevertheless that there shall not be any obligation on the
Company or the Directors to accept any indemnity.
77. The Company shall incur no liability or responsibility whatsoever Company not liable for

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 inconsequence of its registering or giving effect to any transfer of disregard of a notice
shares made, or purporting to be made by any apparent legal owner prohibiting registration of
thereof (as shown or appearing in the Register or Members)to the transfer.
prejudice of persons having or claiming any 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.
78. In the case of any share registered in any register maintained outside Form of transfer Outside
India the instrument of transfer shall be in a form recognized by the India.
law of the place where the register is maintained but subject thereto
shall be as near to the form prescribed in Form no. SH-4 here of as
circumstances permit.
79. No transfer shall be made to any minor, insolvent or person of No transfer to insolvent
unsound mind. etc.
NOMINATION
80. i) Notwithstanding anything contained in the articles, every Nomination
holder of 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, 2013 shall 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 72 of the Companies Act,2013 read
with Rule 19 of the Companies (Share Capital and Debentures)
Rules,2014
iii) The Company shall not be in anyway responsible for
transferring the securities consequent upon such nomination.
If the holder(s) of the securities survive(s) nominee, then the
nomination made by the holder(s) shall be of no effect and shall
automatically stand evoked.
81. A nominee, upon production of such evidence as may be required by Transmission of Securities
the Board and subject as herein after provided, elect, either- 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

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 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 anytime, give notice requiring
any such person to elect either to be registered himself for 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
82. Subject to the provisions of the Act and Rules made thereunder the Dematerialization of
Company may offer its members facility to hold securities issued by Securities
it in dematerialized form.

JOINTHOLDER
Where two or more persons are registered as the holders of any share Joint Holders
they shall be deemed to hold the same as joint Shareholders with
83.
benefits of survivorship subject to the following and other provisions
contained in these Articles.
(a) The Joint holders of any share shall be liable severally as well as Joint and several liabilities
84. jointly for and in respect of all calls and other payments which for all payments in respect
ought to be made in respect of such share. of shares.
(b) on the death of any such joint holders the survivor or survivors Title of survivors.
shall be the 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 no thing 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 of one sufficient.
receipts of any dividends or other moneys payable in respect
of share; and
(d)only the person whose name stands first in the Register of Delivery of certificate and
Members as one of the joint holders of any share shall be giving of notices to first
entitled to delivery of the certificate relating to such share or named holders.
to receive documents from the Company and any such
document served on or sent to such person shall deemed to be
service on all the holders.

SHARE WARRANTS
85. The Company may issue warrants subject to and in accordance with Power to issue share
provisions of the Act and accordingly the Board may in its discretion warrants
with respect to any Share 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, issue a share warrant.

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 86. (a) The bearer of a share warrant may at any time deposit the Deposit of share warrants
warrant at the Office of the Company, and so long as the
warrant remains so deposited, 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.
87. (a) Subject as herein otherwise expressly provided, no person, Privileges and disabilities
being a bearer of a share warrant, shall sign a requisition for of the holders of share
calling a meeting of the Company or attend or vote or exercise warrant
any other privileges of a Member at a meeting of the
Company, or be entitled to receive any notice from the
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.
88. (a) The Board may, from time to time, make bye-laws as to terms Issue of new share warrant
on which (if it shall think fit), a new share warrant or coupon coupons
may be issued by way of renewal in case of defacement, loss
or destruction.

CONVERSION OF SHARES IN TO STOCK

89. The Company may, by ordinary resolution in General Meeting. Conversion of shares into
(a) Convert any fully paid-up shares into stock; and stock or reconversion.
(b) re-convert any stock into fully paid-up shares of any
denomination.
90. The holders of stock may transfer the same or any part thereof in the Transfer of stock.
same manner 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 there to 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.
91. The holders of stock shall, according to the amount of stock held by Rights of stock holders.
them, have 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.
92. Such of the regulations of the Company (other than those relating to Regulations.
share 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 “stock holders” respectively.

BORROWING POWERS

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93. Subject to the provisions of the Act and these Articles, the Board Power to borrow.
may, from time to time at its discretion, by are solution 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, anybody 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 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.
94. Subject to the provisions of the Act and these Articles, any bonds, Issue of discount etc. or
debentures, debenture-stock or any other securities may be issued at with special privileges.
a discount, premium or 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.
95. The payment and/or repayment of moneys borrowed or raised as Securing payment or
aforesaid or any moneys owing otherwise or debts due from the repayment of Moneys
Company may be secured in such manner and upon such terms and borrowed.
conditions in all respects as the Board may think 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
maybe.
96. Any bonds, debentures, debenture-stock or their securities issued or Bonds, Debentures etc. to
to be issued by the Company shall be under the control of the Board be under the control of the
who may issue them upon such terms and conditions, and in such Directors.
manner and for such consideration as they shall consider to be for
the benefit of the Company.
97. If any uncalled capital of the Company is included in or charged by Mortgage of un called
any mortgage or other security the Directors shall subject to the Capital.
provisions of the Act and these Articles make calls on the members
in respect of such uncalled capital in trust for the person in whose
favour such mortgage or security is executed.
98. Subject to the provisions of the Act and these Articles if the Indemnity may be given.
Directors or any of them or any other person shall incur or be about
to incur any liability whether as 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 persons of becoming
liable as aforesaid from any loss in respect of such liability.

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 MEETINGS OF MEMBERS
99. All the General Meetings of the Company other than Annual General Distinction between AGM
Meetings shall be called Extra-ordinary General Meetings. & EGM.

100. (a)The Directors may, whenever they think fit, convene an Extra- Extra-Ordinary General
Ordinary General Meeting and they shall on requisition of Meeting by Board and by
requisition of Members made in compliance with Section 100 of the requisition
Act, forth with proceed to convene Extra-Ordinary General Meeting
of the members
(b) If at any time there are not within India sufficient Directors When a Director or any two
capable of acting to form a quorum, or if the number of Directors be Members may call an
reduced in number to less than the minimum number of Directors Extra Ordinary General
prescribed by these Articles and the continuing Directors fail or Meeting
neglect to increase the number of Directors to that number or to
convene a General Meeting, any Director or 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.
101. No General Meeting, Annual or Extraordinary shall be competent to Meeting not to transact
enter upon, discuss or transfer any business which has not been business not mentioned in
mentioned in the notice or notices upon which it was convened. notice.
102. a.) The General meeting including Annual general meeting shall be Length of Notice for calling
convened by giving notice of clear 21 days in advance as per section meeting
101 of Companies Act 2013.
b.) A General meeting of the company including annual general
meeting may be called after giving shorter notice than specified in
above clause (a), if consent is accorded by the members of the
company holding not less than 95% (Ninety Five percent) of such
part of the paid-up capital of the company as gives a right to vote at
the meeting.
103. The Chairman (if any) of the Board of Directors shall be entitled to Chairman of General
take the chair at every General Meeting, whether Annual or Meeting
Extraordinary. If there is no such 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 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 Business confined to
at any General 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 Chairman with consent
a quorum is present, and shall, if so, directed by the meeting, may adjourn meeting.
adjourn the meeting from 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.
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.

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106. In the case of an equality of votes the Chairman shall both on a show Chairman’s casting vote.
of hands, on a poll (if any) and e-voting, have casting vote in addition
to the vote or votes to which he may be entitled as a Member.

107. Any poll duly demanded on the election of Chairman of the meeting In what case poll taken
or any question of adjournment shall be taken at the meeting forth without adjournment.
with.
108. The demand for a poll except on the question of the election of the Demand for poll not to
Chairman and of an adjournment shall not prevent the continuance of prevent transaction of other
a meeting for the transaction of any business other than the question business.
on which the poll has been demanded.
VOTES OF MEMBERS
109. No Member shall be entitled to vote either personally or by proxy at Members in arrears not to
any General Meeting or Meeting of a class of shareholders either upon vote.
a show of hands, upon a 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 Number of votes each
special privileges, or restrictions as to voting for the time being member entitled.
attached to any class of 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 share holder 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 Casting of votes by a
more than one vote or his proxy or other person entitled to vote for member entitled to more
him, as the case may be, need not, if he votes, use all his votes or than one vote.
cast in the same way all the vote she uses.
112. A member of unsound mind, or in respect of whom an order has been Vote of member of
made by any court having jurisdiction in lunacy, or a minor may unsound mind and of
vote, whether on a show of hands or on a poll, by his committee or minor
other legal guardian, and any such committee or guardian may, on a
poll, vote by proxy.
113. Notwithstanding anything contained in the provisions of the Postal Ballot
Companies Act,2013, and the Rules made thereunder, 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.
114. A member may exercise his vote at a meeting by electronic means E-Voting
in accordance with section 108 and shall vote only once.
115. In the case of joint holders, the vote of the senior who tenders a vote, Votes of joint members.
whether in person or by proxy, shall be accepted to the exclusion of
the votes of the 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

307
 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. 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 Votes may be given by
case of a company, by a representative duly Authorised as mentioned proxy or by representative
in Articles
117. A body corporate (whether a company within the meaning of the Act Representation of a body
or not) may, if it is member or credit or of the Company (including corporate.
being a holder of debentures) authorize such person by resolution of
its Board of Directors, as it thinks fit, in accordance with the
provisions of Section 113of 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 Members paying money in
unpaid on any share held by him although no part of that amount has advance.
been called up, 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 Members not prohibited if
the ground that he has not held his shares or interest in the Company share not held for any
for any specified period preceding the date on which the vote was specified period.
taken.
119. Any person entitled under Article 73 (transmission clause)to transfer Votes in respect of shares of
any share may vote at any General Meeting in respect thereof in the deceased or insolvent
same manner as if he were the registered holder of such shares, members.
provided that at least forty-eight hours before the time of holding the
meeting or adjourned meeting, as the case may be at which he
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 No votes by proxy on show
member is present personally or by attorney or is a body Corporate of hands.
present by a 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 Appointment of a Proxy.
other authority, if any, under which it is signed or a notarized copy
of that power or authority, shall be deposited at the registered office
of the company not less than 48 hours before the time for holding
the meeting or adjourned meeting at which the person named in the
instrument proposes to vote, 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.

308
122. An instrument appointing a proxy shall be in the form as prescribed Form of proxy.
in the rules made under section 105.
123. A vote given in accordance with the terms of an instrument of proxy Validity of votes given by
shall be valid notwithstanding the previous death or in sanity of the proxy notwithstanding
Member, or revocation of the proxy or of any power of attorney death of a member.
which such proxy signed, or the transfer of the share in respect of
which the vote is given, provided that no intimation in 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 Time for objections to
at the meeting or adjourned meeting at which the vote objected to is votes.
given or tendered, and every 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 Chairperson of the
time shall be referred to the Chairperson of the meeting, whose Meeting to be the judge of
decision shall be final and conclusive. validity of any vote.

DIRECTORS
126. The following are the First Directors of the Company: Number of Directors
1. Mr. Bibhu Datta Panda
2. Mr. Niranjan Panda
Until otherwise determined by a General Meeting of the Company
and subject to 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.
Qualification Shares in the Company.
128. (a) Subject to the provisions of the Companies Act, Nominee Directors.
2013andnotwithstanding 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.

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129. The Board may appoint an Alternate Director to act for a Director Appointment of
(hereinafter called “The Original Director”) during his absence for a alternate Director.
period of not less than 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 Additional Director
any time and 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 Director’s power to fill
any time and from time to time to appoint a Director, if the office of casual vacancies.
any director appointed by 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, Sitting Fees.
each Director other than the managing/Whole-time Director(unless
otherwise specifically provided for) shall been titled 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 Travelling expenses
the Act allow and pay to any Director who attends a meeting at a Incurred by Director on
place other than his usual place of residence for the purpose of Company's business.
attending a meeting, such sum as the Board may consider fair,
compensation for travelling, hotel and other incidental 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, Meetings of Directors.
adjourn and otherwise regulate its meetings as it thinks fit.
(b) A director may, and the manager or secretary on the requisition
of a director’s hall, at any time, summon a meeting of the Board.

135. a) The Directors may from time to time elect from among their Chairperson
members a 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 Questions at Board meeting
decided by a majority of votes and in the case of an equality of votes, how decided.
the Chairman will have a second or casting vote.

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137. The continuing directors may act notwithstanding any vacancy in Continuing directors may
the Board; but, if and so long as their number is reduced below the act not withstanding any
quorum fixed by the Act for a meeting of the Board, the continuing vacancy in the Board
directors or director may act for the purpose of increasing the
number of directors to that fixed for the quorum, or of summoning
a general meeting of the company, but for no other purpose.

138. Subject to the provisions of the Act, the Board may delegate any of Directors may appoint
their powers to a Committee consisting of such member or committee.
members of its body as it thinks fit, 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 Committee Meeting show to
consisting of two or more members shall be governed by the be governed.
provisions herein contained for 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 Chair person of its meetings. Chairperson of Committee
b) If no such Chairperson is elected, or if at any meeting the Meetings
Chairperson is not present within five minutes after the time
appointed for holding the meeting, the members present may
choose one of their members to be Chairperson of the meeting.
141. a) A committee may meet and adjourn as it thinks fit. Meetings of the Committee
b) Questions arising at any meeting of a committee shall be
determined by a 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 Acts of Board or Committee
the Board or by a Committee of the Board, or by any person acting shall be valid
as a Director shall notwithstanding that it shall afterwards be notwithstanding defect in
discovered that there was some defect in the appointment of such appointment.
Director or persons acting as aforesaid, or that they or 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 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. At the Annual General Meeting of the Company to be held in every Eligible to retire by rotation
year, not less than two-thirds of the total number of Directors of the
Company shall be the person whose period of office is liable to
determination by retirement of Directors by rotation and be
appointed by the Company in the general meeting. Out of the two-
third directors, one third of such of the Directors as are liable to retire
by rotation for time being, and they will be eligible for re-election.
Provided that Independent Director(s) and Nominee director(s) shall
not retire by rotation under this Article nor shall they be included in
calculating the total number of Directors of whom one third shall

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 retire from office under this Article.

144. Subject to the provisions of Section 161 of the Act, if the office of Power to fill casual vacancy
any Director appointed by the Company in General Meeting vacated
before his term of office will expire in the normal course, the
resulting casual vacancy may in default of and subject to any
regulation in the Articles of the Company be filled by the Board of
Directors at the meeting of the Board and the Director so appointed
shall hold office only up to the date up to which the Director in
whose place he is appointed would have held office if had not been
vacated as aforesaid.

POWERS OF THE BOARD

145. The business of the Company shall be managed by the Board who Powers of the Board
may exercise 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 Meetings
hall invalidate any prior act of the Board which would have been
valid if that regulation had not been made.
146. Without prejudice to the general powers conferred by the Articles Certain powers of the
and so as not in any way to limit or restrict these powers, and without Board
prejudice to the other 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 To acquire any property,
acquire any lands, buildings, machinery, premises, property, rights etc.
effects, assets, rights, creditors, royalties, business and goodwill
of any person firm or company carrying on the business which
this Company is authorized to carry on, in any part of India.
(2) Subject to the provisions of the Act to purchase, take on lease To take on Lease.
for any term 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, To erect & construct.
houses, 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 To pay for property.
Directors 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,

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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 To insure properties of the
otherwise for such period and to such extent as they may think proper Company.
all or any part of 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 To open Bank accounts.
into and draw money from any such account from time to time as the
Directors may think fit.
(7) To secure the fulfillment of any contracts or engagement entered To secure contracts by way
into by the Company by mortgage or charge on all or any of the of mortgage.
property of the 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, To accept surrender of
a surrender of the shares or any part thereof, on such terms and shares.
conditions as shall be agreed upon.
(9) To appoint any person to accept and hold in trust, for the To appoint trustees for the
Company property belonging to the Company, or in which it is Company.
interested or for any other 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 To conduct legal
proceeding by or against the Company or its Officer, or otherwise proceedings.
concerning the 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 & Insolvency
bankruptcy insolvency.
(12) To make and give receipts, release and give discharge for To issue receipts &
moneys payable to the Company and for the claims and demands of give discharge.
the Company.
(13) Subject to the provisions of the Act, and these Articles to invest To invest and deal with
and deal with any moneys of the Company not immediately money of the Company.
required for the purpose thereof, upon such authority (not
being the shares of this Company) or without security and in
such manner as they may think fit and from time to time to
vary or realize such investments. Save as provided in Section
187 of the Act, all investments shall be made and held in the
Company’s own name.

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(14) To execute in the name and on behalf of the Company in favor To give Security by way of
of any Director or other person who may incur or be about to indemnity.
incur any personal 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 To determine signing
sign on Company’s behalf, bills, notes, receipts, acceptances, powers.
endorsements, 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 Commission or share in
the Company, a commission on the profits of any particular profits.
business or 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 Bonus etc. to employees.
compensation to any employee of the Company, or his widow,
children, dependents that 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 Transfer to Reserve Funds.
may think proper for depreciation or the depreciation funds or
to insurance fund or to 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 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 in to 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 To appoint and remove

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 general manager, managers, secretaries, assistants, officers and other
supervisors, scientists, technicians, engineers, consultants, employees.
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 To appoint Attorneys.
the seal of 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 authorized 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 favor of the members or any of the
members of any local Board established as aforesaid or in
favor of any Company, or the shareholders, directors,
nominees or manager of any Company or firm or otherwise in
favor 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 To enter in to contracts.
the matters 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 To make rules.
regulations of the business of the Company its Officers and
employees.
(23) To effect, make and enter in to on behalf of the Company all To effect contracts etc.
transactions, agreements and other contracts within the scope
of the business of the Company.
(24) To apply for, promote and obtain any act, charter, privilege, To apply & obtain
concession, license, authorization, if any, Government, State concessions licenses etc.
or municipality, 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.

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(25) To pay and charge to the capital account of the Company any To pay commissions or
commission or interest lawfully payable there out under the interest.
provisions of Sections 40 of 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 To assist charitable
guarantee money to charitable, benevolent, religious, or benevolent institutions.
scientific, national or any other 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.

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 (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
trademark, 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 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

147. a) Subject to the provisions of the Act and of these Articles, the Powers to appoint
Directors may from time to time in Board Meetings appoint one Managing/Whole-Time
or more of their body to be a Managing Director or Managing Directors.
Directors or whole-time Director or 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

317
 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.
148. The remuneration of a Managing Director or a Whole-time Director Remuneration of Managing
(subject to the provisions of the Act and of these Articles and of any or Whole Time Director.
contract between him and the Company) shall from time to time be
fixed by the Directors, and may be, 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.
149. (1) Subject to control, direction and supervision of the Board of Powers and duties of
Directors, the day-today management of the company will be Managing Director or
in the hands of the Managing Director or Whole-time Director Whole-Time Director.
appointed in accordance with 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
Whole time Director or Whole time 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.
Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer
150. a) Subject to the provisions of the Act, — Board to appoint Chief
i. A chief executive officer, manager, company secretary or Executive Officer/ Manager/
chief financial officer may be appointed by the Board for Company Secretary/ Chief
such term, at such remuneration and upon such conditions Financial Officer
as it may think fit; and any chief executive officer, manager,
company secretary or chief financial officer so appointed
may be removed by means of a resolution of the Board;
ii. A director may be appointed as chief executive officer,
manager, company secretary or chief financial officer.
b) A provision of the Actor these regulations requiring or
authorizing a thing to be done by or to a director and chief
executive officer, manager, company secretary or chief financial
officer shall not be satisfied by its being done by or to the same
person acting both as director and as, or in place of, chief

318
 executive officer, manager, company secretary or chief financial
officer.

THE SEAL
151. (a) The Board shall provide a Common Seal for the purposes of the The seal, its custody and use.
Company, and shall have power from time to time to destroy
the same and substitute a new Seal in lieu thereof, and the
Board shall provide for 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.
152. The seal of the company shall not be affixed to any instrument except Deeds how executed.
by the authority of a resolution of the Board or of a committee of the
Board authorized by it in that behalf, and except in the presence of at
least two directors and of the secretary or such other person as the
Board may appoint for the purpose; and those two directors and the
secretary or other person aforesaid shall sign every instrument to
which the seal of the company is so affixed in their presence.

Dividend and Reserves

153. (1) Subject to the rights of persons, if any, entitled to shares with Division of profits.
special rights as to dividends, all dividends shall be declared
and paid according to the amounts paid or credited as paid on
the shares in respect whereof the dividend is paid, but if and
so long as nothing is paid upon any of the shares in the
Company, dividends may be declared and paid according to
the amounts of the shares.
(2) No amount paid or credited as paid on a share in advance of
calls shall be treated for the purposes of this 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.
154. The Company in General Meeting may declare dividends, to be paid The company in General
to members according to the irrespective rights and interests in the Meeting may declare
profits and may fix the time for payment and the Company shall Dividends.
comply with the provisions of Section 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.
155. a) The Board may, before recommending any dividend, set Transfer to reserves
aside out of the profits of the company such sums as it thinks
fit as a reserve or reserves which shall, at the discretion of
the Board, be applicable for any purpose to which the profits
of the company may be properly applied, including
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.

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 b) The Board may also carry forward any profits which it may
consider necessary not to divide, without setting them aside
as a reserve.
156. Subject to the provisions of section 123, the Board may from time to Interim Dividend.
time pay to the members such interim dividends as appear to it to be
justified by the profits of the company.
157. The Directors may retain any dividends on which the Company has a Debts may be deducted.
lien and may apply the same in or towards the satisfaction of the debts,
liabilities or engagements in respect of which the lien exists.
158. No amount paid or credited as paid on a share in advance of calls shall Capital paid up in advance
be treated for the purposes of this articles as paid on the share. not to earn dividend.
159. All dividends shall be apportioned and paid proportionately to the Dividends in
amounts paid or credited as paid on the shares during any portion or proportion to amount paid-
portions of the period in respect of which the dividend is paid but if up.
any share is issued on terms providing that it shall rank for dividends
as from a particular date such share shall rank for dividend
accordingly.
160. The Board of Directors may retain the dividend payable upon shares Retention of dividends until
in respect of which any person under Articles has become entitled to completion of transfer under
be a member, or any person under that Article is entitled to transfer, Articles.
until such person becomes a member, in respect of such shares or shall
duly transfer the same.
161. No member shall be entitled to receive payment of any interest or No Member to receive
dividend or bonus in respect of his share or shares, whilst any money dividend whilst indebted to
may be due or owing from him to the Company in respect of such the company and the
share or shares (or otherwise however, either alone or jointly with any Company’s right of
other person or persons) and the Board of Directors may deduct from reimbursement thereof.
the interest or dividend payable to any member all such sums of
money so due from him to the Company.
162. A transfer of shares does not pass the right to any dividend declared Effect of transfer of shares.
there on before the registration of the transfer.
163. Any one of several persons who are registered as joint holders of any Dividend to joint holders.
share may give effectual receipts for all dividends or bonus and
payments on account of dividends in respect of such share.
164. a) Any dividend, interest or other monies payable in cash in Dividend show remitted.
respect of shares may be paid by cheque or warrant sent
through the post directed to the registered address of the
holder or, in the case of joint holders, to the registered
address of that one of the joint holders who is first named on
the register of members, or to such person and to such
address as the holder or joint holders may in writing direct.
b) Every such cheque or warrant shall be made pay able to the
order of the person to whom it is sent.
165. Notice of any dividend that may have been declared shall be given to Notice of dividend.
the persons entitled to share therein in the manner mentioned in the
Act.
166. No unclaimed dividend shall be forfeited before the claim becomes No interest on Dividends.
barred by law and no unpaid dividend shall bear interest as against the
Company.

CAPITALIZATION
167. (1) The Company in General Meeting may, upon the Capitalization.
recommendation of the 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

320
 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:
(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.
The Board shall give effect to the resolution passed by the Company
in pursuance of this regulation.
168. (1) Whenever such a resolution as aforesaid shall have been Fractional Certificates.
passed, the Board 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 authorize any person to enter, on behalf of all the members
entitled thereto, into an agreement with the Company
providing for the allotment to them respectively, credited as
fully paid up, of any further shares to which they may be
entitled upon such capitalization, or(as the case may require)
for the payment by the Company on their behalf, by the
application 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.
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.
169. (1) The books containing the minutes of the proceedings of any Inspection of Minutes Books
General Meetings of the Company shall be open to inspection of General Meetings.
of members without charge on such days and during such
business hours as may consistently with the provisions of
Section 119 of the Act be determined by the Company in
General Meeting and the members will also been titled to be
furnished with copies thereof on payment of regulated
charges.

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 (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.
170. a) The Board shall from time to time determine whether and to Inspection of Accounts
what extent and 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 authorized by the Board or by
the company in general meeting.

FOREIGN REGISTER
171. The Company may exercise the powers conferred on it by the Foreign Register.
provisions of the Act with regard to the keeping of Foreign Register
of its Members or Debenture 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

172. Any document or notice to be served or given by the Company be Signing of documents &
signed by a Director or such person duly authorized by the Board for notices to be served or given.
such purpose and the signature may be written or printed or
lithographed.
173. Save as otherwise expressly provided in the Act, a document or Authentication of documents
proceeding requiring authentication by the company may be signed and proceedings.
by a Director, the Manager, or Secretary or other Authorized Officer
of the Company and need not be under the Common Seal of the
Company.

WINDING UP
174. 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
175. Subject to provisions of the Act, every Director, or Officer or Directors’ and others right to
Servant of the Company or any person (whether an Officer of the indemnity.
Company or not) employed by the Company as Auditor, shall be
indemnified by the Company against and it shall be the duty of the

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 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.
176. Subject to the provisions of the Act, no Director, Managing Director Not responsible for acts of
or other officer of the Company shall be liable for the acts, receipts, others
neglects or defaults of 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 loss or 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
177. (a) Every Director, Manager, Auditor, Treasurer, Trustee, Member Secrecy
of a Committee, Officer, Servant, Agent, Accountant or other
person employed in the business of the company shall, if so
required by the Directors, before entering upon his duties, 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 Access to property
entitled to enter the property of the Company or to inspect or information etc.
examine the Company's 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 maybe 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.

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 SECTION XI – OTHER INFORMATION

MATERIAL CONTRACT AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by the Company or entered
into more than two years before the date of the Draft Prospectus) which are or may be deemed material have been entered or to be
entered into by the Company which are or may be deemed material will be attached to the copy of the Prospectus, delivered to the
Registrar of Companies, for filing. Copies of the abovementioned contracts and also the documents for inspection referred to
hereunder, may be inspected at the Registered Office between 10 a.m. and 5 p.m. on all Working Days from the date of the
Prospectus until the Offer Closing Date.

Material Contracts

1. Offer Agreement dated September 26, 2024 between our Company, the Selling Shareholder and the Lead Manager to the
Offer.

2. Registrar Agreement dated September 26, 2024 executed between our Company and the Registrar to the Offer.

3. Banker to the Offer Agreement dated [●] among our Company, Lead Manager, Banker to the Offer and the Registrar to the
Offer.

4. Market Making Agreement dated [●] between our Company, Lead Manager and Market Maker.

5. Underwriting Agreement dated [●] between our Company, Lead Manager and Underwriter.

6. Tripartite Agreement dated September 27, 2024 among CDSL, the Company and the Registrar to the Issue.

7. Tripartite Agreement dated September 30, 2024 among NSDL, the Company and the Registrar to the Issue.

Material Documents

1. Certified true copies of the Memorandum and Articles of Association of the Company as amended from time to time.

2. Certificate of Incorporation dated February 13, 2003 issued by the Registrar of Companies, Cuttack.

3. Fresh certificate incorporation dated February 07, 2024 pursuant to conversion from private limited company into public
limited company.

4. Copy of the Board Resolution dated August 10, 2024 authorizing the Offer and other related matters.

5. Copy of Shareholder’s Resolution dated September 04, 2024 authorizing the Offer and other related matters.

6. Copies of Audited Financial Statements of our Company for the financial year ended March 31, 2024, 2023 and 2022.

7. Peer Review Auditors’ Examination Report and the Restated Financial Statements for the period ended September 30, 2024
and FY 2024, 2023 and 2022 dated October 21, 2024.

8. Copy of the Statement of Special Tax Benefits dated October 21, 2024 from the Statutory Auditor.

9. Audit Committees Resolution dated October 21, 2024 approving the KPI and Certificate of KPI dated October 21, 2024 issued
by the Peer Review Auditors.

10. Our Company have received consent from the Statutory Auditor (Peer Reviewed Auditor) of the Company to include their
name as required under Section 26(1)(a)(v) of the Companies Act, 2013 in this Draft Prospectus and as an "Expert" as defined
under Section 2(38) of the Companies Act, 2013, in relation to the Peer review Auditors' reports on the Restated Audited
Financial Statements and such consent has not been withdrawn as on the date of this Draft Prospectus.

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11. Consents of the Lead Manager to the Offer, Legal Advisor to the Offer, Registrar to the Offer, Market Maker, Underwriter,
Syndicate Member, Banker to the Offer/ Sponsor Bank, Statutory Auditor of the Company, Bankers to our Company, Directors,
Promoters, Company Secretary and Compliance Officer and Chief Financial Officer as referred to, in their respective
capacities.

12. Board Resolution dated November 7, 2024 for approval of Draft Prospectus and dated [●] for approval of Prospectus.

13. Consent from Er. Ashutosh Swain, Independent Chartered Engineer, to include his name as required under section 26 of the
Companies Act, 2013 read with SEBI ICDR Regulations, in this Draft Prospectus, and as an “expert” as defined under section
2(38) of the Companies Act, 2013 to the extent in his capacity as the chartered engineer; and such consent has not been
withdrawn as on the date of this Draft Prospectus.

14. Due Diligence Certificate from Lead Manager dated November 7, 2024

15. In-principle listing approval dated [●] from SME Platform of the BSE Limited ("BSE SME").

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 DECLARATIONS

I certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the
Government of India or the regulations or guidelines issued by SEBI, 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 BOARD OF DIRECTORS OF OUR COMPANY:

Name and Designation Signature

Bibhu Datta Panda
Managing Director Sd/-
DIN: 01579026

Date: November 7, 2024

Place: Bhubaneswar

326
 DECLARATIONS

I certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the
Government of India or the regulations or guidelines issued by SEBI, 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 BOARD OF DIRECTORS OF OUR COMPANY:

Name and Designation Signature

Geeta Rani Panda
Non-Executive Director Sd/-
DIN: 03283801

Date: November 7, 2024

Place: Bhubaneswar

327
 DECLARATION

I certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the
Government of India or the regulations or guidelines issued by SEBI, 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 BOARD OF DIRECTORS OF OUR COMPANY:

Name and Designation Signature

Rishiraj Panda
Whole-time Director Sd/-
DIN: 08681002

Date: November 7, 2024

Place: Bhubaneswar

328
 DECLARATION

I certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the
Government of India or the regulations or guidelines issued by SEBI, 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 BOARD OF DIRECTORS OF OUR COMPANY:

Name and Designation Signature

Amitesh Sinha
Independent Director Sd/-
DIN: 10421163

Date: November 7, 2024

Place: Bhubaneswar

329
 DECLARATION

I certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the
Government of India or the regulations or guidelines issued by SEBI, 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 BOARD OF DIRECTORS OF OUR COMPANY:

Name and Designation Signature

Jyotiranjan Rath
Independent Director Sd/-
DIN: 10221585

Date: November 7, 2024

Place: Bhubaneswar

330
 DECLARATION

I certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the
Government of India or the regulations or guidelines issued by SEBI, 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 BOARD OF DIRECTORS OF OUR COMPANY:

Name and Designation Signature

Lala Tarun Prakash Narayan
Independent Director Sd/-
DIN: 10397955

Date: November 7, 2024

Place: Bhubaneswar

331
 DECLARATION

I certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the
Government of India or the regulations or guidelines issued by SEBI, 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:

Name and Designation Signature

Sunil Kumar Mishra
Chief Financial Officer Sd/-
PAN: GVQPM9768G

Date: November 7, 2024

Place: Bhubaneswar

332
 DECLARATION

I certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, regulations and guidelines issued by the
Government of India or the regulations or guidelines issued by SEBI, 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 AND COMPLIANCE OFFICER OF OUR COMPANY:

Name and Designation Signature

Haraprasad Rout
Company Secretary and Compliance Officer Sd/-
PAN: AKGPR4705H

Date: November 7, 2024

Place: Bhubaneswar

333