PROSPECTUS
Dated December 6, 2021
Please read Section 32 of the Companies Act, 2013,
100% Book Built Offer

TEGA INDUSTRIES LIMITED
‘Our Company was incorporated as “Tega India Limited” under the Companies Act, 1956, asa public limited company at Kolkata, West Bengal, pursuant to a certificate of incorporation dated May 15,

1976, issued by the Registrar of Companies, West Bengal at Kolkata ("Registrar of Companies”). Our Company received a certificate of commencement of business on May 28, 1976 from the Registrar
‘of Companies. For details of changes in name and registered office of our Company since incorporation, see “History and Certain Corporate Matters” beginning on page 170.

Registered Office: 147, Block-G, New Alipore, Kolkata 700 053, West Bengal, India
Office Space No. 807, 8° Floor, Godrej Watersde-Tower Il, DPS, Bidhannagar, Salt Lake, Sector V, Kolkata 700 091, West Bengal, India
‘Contact Person: Sudipia Bhowal, Company Secretary and Compliance Officer; Te: +91 33 3001 9000
‘compliance.officer @tegaindustres.com; Website: www.tegaindustries.com
Corporate Identity Number: U25199WB1976PLC030532

 

Corporate Offic

 

 

 

INITIAL PUBLIC OFFERING OF 13,669,478 EQUITY SHARES OF FACE VALUE OF & 10 EACH (THE “EQUITY SHARES") OF TEGA INDUSTRIES LIMITED (OUR “COMPANY” OR THE “ISSUER")
FOR CASH AT A PRICE OF 2 453 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF @ 443 PER EQUITY SHARE) (THE “OFFER PRICE") AGGREGATING TO 2 6,192.27" MILLION (THE,
OFFER") COMPRISING AN OFFER FOR SALE. OF 3,314,657" EQUITY SHARES AGGREGATING TO % 1,501,54" MILLION BY MADAN MOHAN MOHANKA, 662,931" EQUITY SHARES
AGGREGATING TO % 300.31 MILLION BY MANISH MOHANKA (TOGETHER WITH MADAN MOHAN MOHANKA, THE “PROMOTER SELLING SHAREHOLDERS") AND 9,691,890" EQUITY
SHARES AGGREGATING TO 2 4,390.43" MILLION BY WAGNER LIMITED (“INVESTOR SELLING SHAREHOLDER") (AND TOGETHER WITH THE PROMOTER SELLING SHAREHOLDERS, THE
“SELLING SHAREHOLDERS” AND SUCH EQUITY SHARES OFFERED BY THE SELLING SHAREHOLDERS, THE “OFFERED SHARES"). THE OFFER CONSTITUTES 20.62 % OF OUR POST-
OFFER PAID-UP EQUITY SHARE CAPITAL.

HE FACE VALUE OF EQUITY SHARES:
*Subject to finalization of Basis of Allotment
“The Offer was made in terms of Rule 19(2)(5) of the Secures Contacts (Regulation) Rules, TO57, as amended, read with Regilation 31 ofthe Securities and Exchange Board of India (Isue of Capial and Disclosure
Requirements) Regulations, 2018, as amended (°SEBI ICDR Regulations"). The Offer was made through the Book Building Process, in compliance with Regulation 6() ofthe SEBI ICDR Regulations, wherein not moce than
50% of the Ofer was made available fr allocation on a proportionate basis to Qualified Institutional Buyers (the °QHBs”) (the “QIB Category”), provided that our Company and the Selling Shareholders in consultation with
the BRLMs, allocated up to 60% ofthe QIB Category to Anchor Investors, on a discretionary bass (the "Anchor Investor Portion”). One-third ofthe Anchor Investor Portion was reserved for domestic Mutual Funds, subject
to valid Bids having been received from domestic Mutual Funds at or above the price at which allocation is made to Anchor Investors. 5% ofthe QB Category (excluding the Anchor Investor Portion) was made availabe for
allocation on a proportionate basis to Mutual Funds only, and the remainder of the QUE Category was made available for allocation on a proportionate basis to al QIBs, including Mutual Funds, subject to valid Bids having been
received from them at or above the Offer Price. Further, not less than 15% of the Offer was made available for allocation on a proportionate basis to Non-Instittional Investors and not less than 35% of the Offer was made
avalable for allocation to Retail Individual Investors, in accordance with the SEBI ICDR Regulations, subject to valid Bids having been received ator above the Ofer Price. All Bidders, other than the Anchor Investors, were
‘mandatoily required to participate inthis Offer only through an Application Supported by Blocked Amount (“ASBA') process, providing details of their respective bank accounts (including UPI ID for etal Individual Investors
tsing UPI Mechanism) in which the Bid amount were blocked by the Self Certified Syndicate Banks or the Sponsor Bank. ‘The Anchor Investors were not permitted to participate inthe Anchor Investor Portion through the
[ASBA process For further details, se “Offer Procedure” beginning on page 360

 

210 EACH. THE OFFER PRICE IS 45.3 TIMES THE FACE VALUE OF THE EQUITY SHARES.

 

 

"This being the first public issue of the Equity Shares, there has been no formal market for the Equity Shares. The face value of the Equity Shares is €10 each. The Floor Price, the Cap Price and the Offer Price (as determined by
‘our Company and the Selling Shareholders, in consultation with the BRLLMS, in accordance with the SEBI ICDR Regulations, and as stated in “Basi for Offer Price” beginning on page 98 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 willbe traded after listing.

 

Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Offer unless they can afford to take the risk of losing their entire investment. Investors are advised to
read the risk factors carefully before taking an investment decision in the Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer including the risks involved. The
Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (*SEBI"), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific
attention of the investors is invited to “Risk Factors” beginning on page 23.

 

‘Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer,
that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no
‘other facts, the omission of which makes this Prospectus as a whole or any of such information or the expression of any such opinions of intentions, misleading in any material respect.

Further, each Selling Shareholder severally and not jointly accepts responsibility for and confirms only the information given expressly by such Selling Shareholder relating to itself and its respective portion of Offered Shares
contained in this Prospectus as true and correct in all material aspects and not misleading in any material respect. Each Selling Shareholder, severally and not jointly, does not assume any responsibility for any other statements,
including without limitation, any and all ofthe statements made by or in relation to our Company or the Selling Shareholders in Prospectus.

 

"The Equity Shares issued through the Red Herring Prospectus and this Prospectus are proposed to be listed on the Stock Exchanges. We have received in-principle approvals from BSE and NSE for the listing of the Equity
Shares pursuant to their leters dated September 2, 2021 and September 8, 2021, respectively. For the purposes of this Offer, NSE is the Designated Stock Exchange. A signed copy of the Red Herring Prospectus has been and a
signed copy of this Prospectus shall be delivered for filing with the RoC in accordance with Section 26(4) of the Companies Act 2013. For further information on the material contracts and documents that were made available
for inspection from the date of the Red Herring Prospectus up to the Bid/Offer Closing Date, see "Material Contracts and Documents for Inspection” beginning on page 413.

 

y CAPITAL

A FINANCIAL

LINKintime

 

‘Axis Capital Limited
1 Floor, Axis House

(C-2, Wadia International Centre P. B. Marg, Worli
‘Mumbai 400 025

Maharashtra, India

‘Tel: +91 22 4325 2183

E-mail: tega.ipo@axiscap.in

Website: www.axiscapital.co.in

Investor grievance E-mail: complaints@axiscap.in
Contact Person: Pratik Pednekar

‘SEBI Registration No: INM000012029

 

 

JM Financial Limited
7° Floor, Cnergy

Appasaheb Marathe Marg, Prabhadevi
‘Mumbai 400 025

‘Mabarashera, India

‘Tel: + 91 22 6630 3030

 

Investor grievance E-mail: grievance.ibd@jmfl.com
Contact Person: Prachee Dhuri
SEBI Registration No.: INM000010361

Link Intime India Private
C-101, 1* Floor, 247 Park
LBS. Marg, Vikhroli West,
Mumbai 400 083
Maharashtra, India
‘Tel: +91 22 4918 6200
E-mail: tega.ipo@linkintime.co.in
‘Website: www.linkintime.co.in
Investor grievance E-mail: tega.ipo@linkintime.co.in
Contact Person: Shanti Gopalkrishnan
1: INROOOOO4O58

 

ited

  

 

 

 

 

() The Anchor Investor Bidding Date was one Working Day prior to the Bid/Offer Opening Date, ie., November 30, 2021
(This page is intentionally left blank)
TABLE OF CONTENTS

SECTION I - GENERAL...

DEFINITIONS AND ABBREVIATIONS
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AN!
CURRENCY OF PRESENTATIO.
FORWARD-LOOKING STATEMEN
SUMMARY OF THE OFFER DOCUME

SECTION II - RISK FACTORS...
SECTION III - INTRODUCTION..

THE OFFER.......
SUMMARY FINANCIAL INFORMATI
GENERAL INFORMATION...
CAPITAL STRUCTURE...
OBJECTS OF THE OFFER.
BASIS FOR OFFER PRICE
STATEMENT OF POSSIBLE TAX BENEFITS
SECTION IV: ABOUT THE COMPANY
INDUSTRY OVERVIEW
BUSINESS
KEY REGULATIONS AND POLICIES IN INDIA...
HISTORY AND CERTAIN CORPORATE MATTERS
OUR MANAGEMENT ..
PROMOTER AND PROMOTER GROUP
GROUP COMPANIES.
DIVIDEND POLICY.
SECTION V — FINANCIAL INFORMATION
RESTATED CONSOLIDATED FINANCIAL INFORMATION
OTHER FINANCIAL INFORMATION.
FINANCIAL INDEBTEDNESS.....
CAPITALIZATION STATEMENT... 317
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS ..
SECTION VI: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPME
GOVERNMENT AND OTHER APPROVALS.
OTHER REGULATORY AND STATUTORY DISCLOSURES
SECTION VII - OFFER RELATED INFORMATION ..

TERMS OF THE OFFER..
OFFER STRUCTURE
OFFER PROCEDURE
RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

SECTION VIII - MAIN PROVISIONS OF ARTICLES OF ASSOCIATION
SECTION IX - OTHER INFORMATION.

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
DECLARATION

 

 

  
  
 

 

 

 
 
  
 
  
  
  
 
 
 
  
 
 
 
 
 
 
 

 

 

 

  
  
   
  
 
 
 
 
 
 

 
SECTION I - GENERAL
DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates or implies, the following terms shall have the meanings provided below in
this Prospectus, and references to any statute or regulations or policies will include any amendments or re-
enactments thereto, from time to time and any reference to a statutory provision shall include any subordinate
legislation made from time to time under that provision.

Notwithstanding the foregoing, terms in the sections “Statement of Tax Benefits”, “Industry Overview”, “Key
Regulations and Policies in India”, “Financial Information”, “Outstanding Litigation and Other Material
Developments” and “Main Provision of Articles of Association” will have the meaning ascribed to such terms
in these respective sections.

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

made thereunder.

General Terms

 

Term
“the Company”/ “our
Company”? “‘the Issuer”

“we?/ “us”/ “our”

Description
Tega Industries Limited, incorporated under the Companies Act, 1956, in India as a
public limited company with its Registered Office at 147, Block-G, New Alipore,
Kolkata 700 053, West Bengal, India
Unless the context otherwise requires, our Company together with our Subsidiaries and
our Joint Venture, on a consolidated basis

 

Company Related Terms

 

Term
“AoA”/ “Articles of
Association”
Audit Committee

“Auditors”/ “Statutory
Auditors”

“Board”/ “Board of
Directors”

“Chief Financial Officer’/
“CFO”

CCPP

Chairman
Compliance Officer
CSR Committee

Corporate Office

Director(s)
Equity Shares

Executive Director

ESOP 2011

ESOP 2021

ESOP Schemes

“Frost & Sullivan Report”/
“F&S Report”

Group Companies

Description
The articles of association of our Company, as amended

The audit committee of our Board, as described in “Our Management” beginning on
page 180
The statutory auditors of our Company, being Price Waterhouse & Co Bangalore LLP

The board of directors of our Company, or a duly constituted committee thereof
Manoj Kumar Agarwal, the chief financial officer of our Company

Compulsorily Convertible Participatory Preference Shares of our Company of face
value of = 10 each

Madan Mohan Mohanka, chairman of our Company

Sudipta Bhowal, the company secretary and compliance officer of our Company

The corporate social responsibility committee of our Board, as described in “Our
Management” beginning on page 180

The office of our Company located at Office Space No. 807, 8° Floor, Godrej
Waterside-Tower II, DP-5, Bidhannagar, Salt Lake, Sector V, Kolkata 700 091, West
Bengal, India

The director(s) on our Board

The equity shares of our Company of face value of = 10 each

Executive Director(s) on our Board

Employee Stock Option Plan, 2011, of our Company

Tega Industries Limited Employee Stock Option Plan, 2021, of our Company

ESOP 2011 and ESOP 2021

Report titled “Global Market Assessment — Select Mineral Processing Equipment”
dated October 12, 2021, issued by Frost & Sullivan, also availaible at the following
weblink https://www.tegaindustries.com/tega-investors/#indreport

In terms of SEBI ICDR Regulations, the term “group companies” includes companies
(other than our Promoter and Subsidiaries) with which there were related party

 
 

Term

Holding Company
Hosch India
Independent Director(s)
IPO Committee

Joint Venture

“Hosch JVA”

“KMP”/ “Key Managerial
Personnel”

Losugen

Managing Director
Materiality Policy

Material Subsidiaries

“MoA”/ “Memorandum
of Association”
NFSPL

Nomination and
Remuneration Committee
Promoters

Promoter Group

Registered Office

“Registrar of Companies”/
“Roc”

Restated Consolidated
Financial Information

Risk Management
Committee

Shareholders

“Scheme of

Amalgamation”/ “Scheme”
SSPA

Description
transactions as disclosed in the Restated Consolidated Financial Information as covered
under the applicable accounting standards, being Ind AS 24 and such other companies
as considered material by our Board, in terms of the Materiality Policy and as set forth
in “Group Companies” beginning on page 204

NESPL, the holding company of our Company

Hosch Equipment (India) Ltd.

The independent Director(s) on our Board

The IPO committee of our Board formed pursuant to resolution dated April 30, 2021
approved by our Board

Hosch India, a joint venture of our Company

Joint venture agreement dated November 12, 1991 between Hosch (G.B.) Limited,
England and Madan Mohan Mohanka read with the Share purchase agreement dated
May 29, 2010 between Madan Mohan Mohanka and Company

Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI
ICDR Regulations and Section 2(51) of the Companies Act 2013 and as described in
“Our Management - Key Managerial Personnel” on page 196

Losugen Pty. Ltd., one of our Subsidiaries

Mehul Mohanka, managing director of our Company

The policy adopted by our Board at its meeting held on August 3, 2021, as amended
on November 10, 2021 for identification of Group Companies, material outstanding
litigation and material dues outstanding to creditors, pursuant to the disclosure
requirements under the SEBI ICDR Regulations

Tega Chile, Tega Africa, Tega Holdings Pte Ltd and Losugen, material subsidiaries of
our Company in accordance with the provisions of SEBI ICDR Regulations

The memorandum of association of our Company, as amended

Nihal Fiscal Services Private Limited

The nomination and remuneration committee of our Board, as described in “Our
Management” beginning on page 180

Madan Mohan Mohanka, Manju Mohanka, Manish Mohanka, Mehul Mohanka and
NFSPL

Persons and entities constituting the promoter group of our Company, pursuant to
Regulation 2(1)(pp) of the SEBI ICDR Regulations, as disclosed in “Promoter and
Promoter Group- Promoter Group” beginning on page 199

The registered office of our Company located at 147, Block-G, New Alipore, Kolkata
700 053, West Bengal, India

Registrar of Companies, West Bengal at Kolkata

The restated consolidated financial information of our Company and our Subsidiairies,
along with our joint venture comprises of the Restated Consolidated Statement of
Assets and Liabilities as at June 30, 2021, March 31, 2021, March 31, 2020 and March
31, 2019, the Restated Consolidated Statement of Profit and Loss, the Restated
Consolidated Statement of Changes in Equity and Restated Consolidated Statement of
Cash Flows for the three months period ended June 30, 2021 and for the years ended
March 31, 2021, March 31, 2020 and March 31, 2019, Notes to the Restated
Consolidated Financial Information and Statement of Adjustments to the Audited
Special Purpose Interim Consolidated Financial Statements as at and for the three
months period ended June 30, 2021 and Audited Consolidated Financial Statements as
at and for the years ended March 31, 2021, March 31, 2020 and March 31, 2019.

The Restated Consolidated Financial Information have been prepared in accordance
with the requirements of Section 26 of Companies Act, Paragraph (A) of Clause 11 (1)
of Part A of Schedule VI of the SEBI ICDR Regulations and the Guidance Note on
Reports in Company Prospectuses (Revised 2019) issued by the ICAI, as included in
“Financial Information” beginning on page 207

The risk management committee of our Board, as described in “Our Management”
beginning on page 180

The holders of the Equity Shares from time to time

The scheme of amalgamation dated July 17, 2021 filed before the National Company
Law Tribunal, Kolkata by NFSPL, Marudhar and MM Group Holdings Private Limited
Share Subscription and Share Purchase Agreement dated April 29, 2011 entered into by
and among our Company, Wagner Limited and Madan Mohan Mohanka, Manish

 
 

Term

“Shareholders”
Agreement”/ “SH:

AP

SHA Amendment

Agreement

Stakeholders Relationship

Description
Mohanka, Mehul Mohanka, Madan Mohan Mohanka (HUF), Mehul Mohanka (HUF),
NESPL, Marudhar Food & Credit Limited
Shareholders’ Agreement dated April 29, 2011 entered into by and among our
Company, Wagner Limited and Madan Mohan Mohanka, Manish Mohanka, Mehul
Mohanka, Madan Mohan Mohanka (HUF), Mehul Mohanka (HUF), NFSPL, Marudhar
Food & Credit Limited (“Parties”) read with the amendment agreements entered into
by and among the Parties dated September 3, 2018 and July 10, 2020, August 2, 2021
and the SHA Amendment Agreement
Amendment agreement dated August 7, 2021 to the SHA entered into by and among
our Company, Wagner Limited and our Promoters
The stakeholders relationship committee of our Board, as described in “Our

 

 

Committee Management” beginning on page 180

Subsidiaries The subsidiaries of our Company, including step-down subsidiaries of our Company, in
accordance with the provisions of the Companies Act, 2013. For further details, please
see “History and Certain Corporate Matters — Our Subsidiaries” on page 173

Tega Africa Tega Industries Africa (Pty) Ltd, one of our Subsidiaries

Tega Chile Tega Industries Chile SPA, one of our Subsidiaries

Wagner Wagner Limited

Offer Related Terms
Term Description

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 to be issued by a Designated Intermediary to a Bidder as proof of
registration of the Bid cum Application Form

Allotment Advice The note or advice or intimation of Allotment, sent to each Bidder who has been or is to be

“Allotted”/ — “Allotment”/

“Allot”
Allottee

Anchor Escrow Accounts

Anchor Investor

Anchor Investor Allocation

Price
Anchor
Application Form

Investor

“Anchor Investor Bid”/

“Offer Period”

Anchor Investor
Date

Bidding

Anchor Investor Offer Price

Anchor Investor Portion

“Application Supported by

Blocked
“ASBA”

Amount”/

Allotted the Equity Shares after approval of the Basis of Allotment by the Designated Stock
Exchange

Unless the context otherwise requires, the allotment of the Equity Shares pursuant to the
transfer of the Offered Shares pursuant to the Offer for Sale to successful Bidders

A successful Bidder to whom the Equity Shares are Allotted

Accounts opened with Escrow Collection Bank and in whose favour the Anchor Investors
will transfer money through direct credit, NEFT, RTGS or NACH in respect of the Bid
Amount when submitting a Bid

A QIB, who applied under the Anchor Investor Portion in accordance with the
requirements specified in the SEBI ICDR Regulations and the Red Herring Prospectus
and who has Bid for an amount of at least 2100 million

453 per Equity Share

Form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and which
has been considered as an application for Allotment in terms of the Red Herring
Prospectus and this Prospectus

The day being one Working Day prior to the Bid/ Offer Opening Date, i.e., November
30, 2021, on which Bids by Anchor Investors was submitted and allocation to Anchor
Investors was completed

The date one Working Day prior to the Bid/Offer Opening Date, i.e., November 30, 2021,
on which Bids by Anchor Investors shall be submitted prior to and after which the
BRLMs will not accept any bids from Anchor investors, and allocation to the Anchor
Investors shall be completed

2453 per Equity Share The Anchor Investor Offer Price has been decided by our
Company and the Selling Shareholders, in consultation with the BRLMs

Up to 60% of the QIB Category, which has been allocated by our Company and the
Selling Shareholders, in consultation with the BRLMs, to Anchor Investors, on a
discretionary basis, in accordance with SEBI ICDR Regulations. One-third of the Anchor
Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the Anchor Investor Allocation Price.
An application (whether physical or electronic) by a Bidder (other than Anchor Investors)
to make a Bid authorizing the relevant SCSB to block the Bid Amount in the relevant
ASBA Account and which includes applications made by RIIs using the UPI Mechanism
where the Bid Amount was blocked by SCSB upon acceptance of UPI Mandate Request

 
 

Term
ASBA Account

ASBA Bidders

ASBA Form

Axis

Banker(s) to the Offer

Basis of Allotment

Bid

Bid Amount

Bid cum Application Form

 

Bid Lot
“Bid”/ “Offer Closing Date”
“Bid’/ “Offer Opening

Date”
“Bid”/ “Offer Period”

Bidder

Bidding Centres

Book Building Process
“Book Running Lead
Managers”/ “BRLMs”
Broker Centres

“CAN”/ “Confirmation of
Allocation Note”

Cap Price

Cash Escrow and Sponsor
Bank Agreement

Client ID
“Collecting Depository
Participants”/ “CDPs”

Description
‘A bank account maintained with an SCSB and specified in the Bid cum Application Form
which was blocked by such SCSB to the extent of the appropriate Bid Amount in relation
to a Bid by a Bidder (other than a Bid by an Anchor Investor) and includes amounts
blocked by SCSB upon acceptance of UPI Mandate Request by RIIs using the UPI
Mechanism

All Bidders except Anchor Investors

‘An application form, whether physical or electronic, used by Bidders Bidding through
the ASBA process, which was considered as the application for Allotment in terms of the
Red Herring Prospectus and this Prospectus

Axis Capital Limited

The Escrow Collection Bank(s), Refund Bank(s), Public Offer Account Bank(s) and the
Sponsor Bank, as the case may be

The basis on which the Equity Shares will be Allotted to successful Bidders under the Offer,
as described in “Offer Procedure” on beginning page 380

‘An indication to make an offer during the Bid/Offer Period by a Bidder (other than an
Anchor Investor), or on the Anchor Investor Bidding Date by an Anchor Investor, pursuant
to submission of a Bid cum Application Form, to subscribe for or purchase our Equity
Shares at a price within the Price Band, including all revisions and modifications thereto, to
the extent permissible under the SEBI ICDR Regulations, in terms of the Red Herring
Prospectus and the Bid cum Application Form. The term “Bidding” shall be construed
accordingly

The highest value of the optional Bids as indicated in the Bid cum Application Form and
paid by the Bidder or as blocked in the ASBA Account of the Bidder, as the case may be,
upon submission of the Bid in the Offer

The form in terms of which the Bidder was required to make a Bid, including ASBA Form,
and which was considered as the application for the Allotment pursuant to the terms of the
Red Herring Prospectus and this Prospectus

33 Equity Shares

Except in relation to Anchor Investors, December 3, 2021

Except in relation to Anchor Investors, December 1, 2021

Except in relation to Bids received from Anchor Investors, the period between December
1, 2021 and December 3, 2021

Any investor who made a Bid pursuant to the terms of the Red Herring Prospectus and the
Bid cum Application Form and unless otherwise stated or implied, includes an Anchor
Investor

Centres at which the Designated Intermediaries accepted the Bid cum Application Forms,
being the Designated SCSB Branch for SCSBs, Specified Locations for the Syndicate,
Broker Centres for Registered Brokers, Designated RTA Locations for RTAs and
Designated CDP Locations for CDPs

The book building process as described in Part A of Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Offer was made

Axis and JM Financial

Broker centres of the Registered Brokers, where Bidders (other than Anchor Investors)
submitted the Bid cum Application Forms. The details of such Broker Centres, along with
the names and contact details of the Registered Brokers are available on the respective
websites of the Stock Exchanges

Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have
been allocated the Equity Shares, after the Anchor Investor Bidding Date

453 per Equity Share

The agreement dated November 23, 2021 entered into among our Company, the Selling
Shareholders, the Registrar to the Offer, the BRLMs, the Syndicate Members, the Banker(s)
to the Offer and the Sponsor Bank for collection of the Bid Amounts, and where applicable
remitting refunds, if any, to the Anchor Investors, on the terms and conditions thereof
Client identification number of the Bidder’s beneficiary account

The depository participants, as defined under the Depositories Act, 1996 and registered
under Section 12 (1A) of the SEBI Act and who are eligible to procure Bids at the
Designated CDP Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015
dated November 10, 2015 and the SEBI UPI Circulars, issued by SEBI

 
 

Term
Cut-off Price

Demographic Details

Designated Branches

Designated CDP Locations

Designated Date

Designated Intermediaries

Designated RTA Locations

Designated Stock Exchange
“Draft Red Herring
Prospectus”/ “DRHP”

Eligible FPIs

Eligible NRI

First Bidder

Floor Price
General Information
Document

Investor Selling Shareholder
IPO

JM Financial

Maximum RII Allottees

Description
The Offer Price, being 2453 per Equity Share finalised by our Company and the Selling
Shareholders, in consultation with the BRLMs. Only Retail Individual Investors were
entitled to Bid at the Cut-off Price. QIBs (including Anchor Investors) and Non-Institutional
Investors were not entitled to Bid at the Cut-off Price
The details of the Bidders including the Bidders’ address, names of the Bidders’
father/husband, investor status, occupation, PAN, bank account details and UPI ID,
wherever applicable
Such branches of the SCSBs which collected the Bid cum Application Form used by
Bidders (other than Anchor Investors), a list of which is available at the website of the SEBI
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes) and updated from
time to time
Such centres of the Collecting Depository Participants where Bidders (other than Anchor
Investors) submitted the Bid cum Application Forms. The details of such Designated CDP
Locations, along with the names and contact details of the CDPs are available on the
respective websites of the Stock Exchanges and updated from time to time
The date on which the funds from the Anchor Escrow Accounts are transferred to the
Public Offer Account or the Refund Account(s), as appropriate, and the relevant amounts.
blocked by the SCSBs are transferred from the ASBA Accounts, to the Public Offer
Account and/or are unblocked, as applicable, in terms of the Red Herring Prospectus and
this Prospectus, after this Prospectus is filed with the RoC and finalization of basis of
allotment with the Designated Stock Exchange
In relation to ASBA Forms submitted by RIBs (not using the UPI mechanism) by
authorising an SCSB to block the Bid Amount in the ASBA Account, Designated
Intermediaries shall mean SCSBs.
In relation to ASBA Forms submitted by RIBs where the Bid Amount will be blocked
upon acceptance of UPI Mandate Request by such RIB using the UPI Mechanism,
Designated Intermediaries shall mean Syndicate, sub-syndicate/agents, Registered
Brokers, CDPs, SCSBs and RTAs.
In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders, Designated
Intermediaries shall mean Syndicate, Sub-Syndicate/ agents, SCSBs, Registered Brokers,
the CDPs and RTAs
Such centres of the RTAs where Bidders (other than Anchor Investors) submitted the Bid
cum Application Forms. The details of such Designated RTA Locations, along with the
names and contact details of the RTAs are available on the respective websites of the Stock
Exchanges (www.nseindia.com and www.bseindia.com) and updated from time to time
NSE
The draft red herring prospectus dated August 17, 2021, issued in accordance with the SEBI
ICDR Regulations, which did not contain complete particulars of the price at which our
Equity Shares will be Allotted and the size of the Offer
FPls that are eligible to participate in this Offer in terms of applicable laws, other than
individuals, corporate bodies and family offices
A non-resident Indian, resident in a jurisdiction outside India where it is not unlawful to
make an offer or invitation under the Offer and in relation to whom the Red Herring
Prospectus constituted an invitation to subscribe for the Equity Shares
The Bidder whose name appears first in the Bid cum Application Form or the Revision
Form and in case of joint Bidders, whose name appears as the first holder of the
beneficiary account held in joint names
443 per Equity Share
The General Information Document for investing in public issues prepared and issued in
accordance with the circular no. SEBI / HO / CFD / DIL1 / CIR / P / 2020 / 37 dated
March 17, 2020 and the circular no. SEBI / HO / CFD / DIL2 / CIR / P / 2020/50 dated
March 30, 2020, as amended by SEBI from time to time
The General Information Document shall be available on the websites of the Stock
Exchanges and the BRLMs
Wagner Limited
Initial public offering
JM Financial Limited
The maximum number of RIIs who can be allotted the minimum Bid Lot. This is
computed by dividing the total number of Equity Shares available for Allotment to RIIs
by the minimum Bid Lot

 
 

Term
Minimum Promoters’
Contribution.

Mutual Fund Portion

Net QIB Portion

Non-Institutional Category

“Non-Institutional
Investors”/ “NIIs”

Offer

Offer Agreement

Offer for Sale

Offer Price

Offered Shares

Price Band
Pricing Date

Promoter Selling
Shareholder(s)
Prospectus

Public
Bank(s)
Public Offer Account(s)

Offer

Account

QIB Category

“Qualified Institutional
Buyers”/ “QIBs”

Description
Aggregate of 20% of the fully diluted post-Offer Equity Share capital of our Company
held by our Promoters which shall be provided towards minimum promoter’s
contribution and locked-in for a period of three years from the date of Allotment

5% of the QIB Category (other than the Anchor Investor Portion) or 136,695" Equity Shares
which were made available for allocation to Mutual Funds only, on a proportionate basis,
subject to valid Bids being received at or above the Offer Price

“Subject to finalization of Basis of Allotment

The portion of the QIB Portion less the number of Equity Shares Allocated to the Anchor
Investors

The portion of the Offer, being not less than 15% of the Offer or 2,050,422" Equity Shares,
made available for allocation on a proportionate basis to Non-Institutional Investors subject
to valid Bids being received at or above the Offer Price

“Subject to finalization of Basis of Allotment

All Bidders that are not QIBs (including Anchor Investors) and Retail Individual Investors
who have Bid for Equity Shares for an amount of more than % 200,000 (but not including
NRIs other than Eligible NRIs)

The initial public offer of Equity Shares comprising the Offer for Sale. The initial public
offer of 13,669,478" Equity Shares of face value of 10 each for cash at a price of % 453
per Equity Shares aggregating to = 6,192.27’ million through an Offer for Sale by the
Selling Shareholders.

“Subject to finalization of Basis of Allotment

The agreement dated August 17, 2021, as amended by the amendment to the offer
agreement dated November 10, 2021, entered into amongst our Company, the Selling
Shareholders and the BRLMs, pursuant to which certain arrangements are agreed to in
relation to the Offer

Offer of 13,669,478" Equity Shares to be offered for sale by the Selling Shareholders
pursuant to the Offer in terms of the Red Herring Prospectus and this Prospectus. For further
information, see “The Offer” beginning on page 64

“Subject to finalization of Basis of Allotment

2453 per Equity Share, the final price at which Equity Shares will be Allotted to the
successful Bidders (other than Anchor Investors), as determined in accordance with the
Book Building Process and has been determined by our Company and the Selling
Shareholders, in consultation with the BRLMs in terms of the Red Herring Prospectus
and this Prospectus on the Pricing Date. Equity Shares will be Allotted to Anchor
Investors at the Anchor Investor Offer Price in terms of the Red Herring Prospectus and
this Prospectus on the Pricing Date.

13,669,478" Equity Shares, offered for sale pursuant to the Offer for Sale, comprising
3,314,657” Equity Shares by Madan Mohan Mohanka, 662,931" Equity Shares by Manish
Mohanka and 9,691,890" Equity Shares by Wagner

“Subject to finalization of Basis of Allotment

Price band of the Floor Price of = 443 and a Cap Price of = 453

The date on which our Company and the Selling Shareholders, in consultation with the
BRLMs, finalized the Offer Price, being December 6, 2021

Collectively, Madan Mohan Mohanka and Manish Mohanka

This prospectus dated December 6, 2021, to be filed with the RoC for this Offer on or after
the Pricing Date in accordance with the provisions of Section 26 of the Companies Act 2013
and the SEBIICDR Regulations, containing the Offer Price, the size of the Offer and certain
other information, including any addenda or corrigenda thereto

The bank(s) with which the Public Offer Account(s) shall be maintained, in this case
being ICICI Bank Limited

The account(s) to be opened with the Public Offer Account Bank(s) under Section 40(3) of
the Companies Act 2013 to receive monies from the Anchor Escrow Accounts and the
ASBA Accounts on the Designated Date

The portion of the Offer, being not more than 50% of the Offer or 6,834,738 Equity Shares
was made available for Allocation to QIBs on a proportionate basis, including the Anchor
Investor Portion (in which allocation shall be on a discretionary basis, as determined by our
Company and the Selling Shareholders, in consultation with the BRLMs, subject to valid
Bids having been received at or above the Offer Price)

A qualified institutional buyer as defined under Regulation 2(1)(ss) of the SEBI ICDR
Regulations

 
 

Term
“Red Herring Prospectus”/
“RHP”

Refund Account(s)

Refund Bank(s)

Registered Brokers

Registrar Agreement

“Registrar and — Share
Transfer Agents”/ “RTAs”

Registrar to the Offer
Retail Category
“Retail Individual

Investors”/ “RIIs”

Revision Form

SEBI UPI Circulars

“Self-Certified Syndicate
Banks”/ “SCSBs”

Selling Shareholders
Share Escrow Agreement

Specified Locations

Sponsor Bank

Description
The red herring prospectus dated November 23, 2021 issued in accordance with Section 32
of the Companies Act 2013 and the SEBI ICDR Regulations, which does not have
complete particulars of the price at which the Equity Shares shall be Allotted
Account(s) opened with the Refund Bank from which refunds, if any, of the whole or part
of the Bid Amount shall be made to Anchor Investors
The bank(s) with whom the Refund Account(s) will be opened, in this case being, ICICI
Bank Limited
Stock brokers registered with the stock exchanges having nationwide terminals, other than
the members of the Syndicate and eligible to procure Bids in terms of circular number
CIR/CFD/14/2012 dated October 4, 2012 and the SEBI UPI Circulars, issued by SEBI
The agreement dated August 17, 2021, entered into amongst our Company, the Selling
Shareholders and the Registrar to the Offer in relation to the responsibilities and obligations
of the Registrar to the Offer pertaining to the Offer
Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the
Designated RTA Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015
dated November 10, 2015 and the SEBI UPI Circulars, issued by SEBI
Link Intime India Private Limited
The portion of the Offer, being not less than 35% of the Offer or 4,784,318" Equity Shares,
made available for allocation to Retail Individual Investors
“Subject to finalization of Basis of Allotment
Bidders (including HUFs and Eligible NRIs) whose Bid Amount for Equity Shares in the
Offer was not more than = 200,000 in any of the Bidding options in the Offer (including
HUEFs applying through their karta and Eligible NRIs and does not include NRIs other than
Eligible NRIs)
The form used by the Bidders to modify the quantity of Equity Shares or the Bid Amount
in any of their Bid cum Application Forms or any previous Revision Form(s), as applicable.
QIBs and Non-Institutional Investors were not permitted to withdraw their Bid(s) or lower
the size of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any
stage. Retail Individual Investors could revise their Bids during the Bid/Offer Period and
withdraw their Bids until Bid/Offer Closing Date
The SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, the
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019 and the SEBI
circular no, SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and any subsequent circulars or
notifications issued by SEBI in this regard
The banks registered with SEBI, which offer the facility of ASBA services, (i) in relation
to ASBA, where the Bid Amount will be blocked by authorising an SCSB, a list of which
is available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 and
updated from time to time and at such other websites as may be prescribed by SEBI from
time to time, (ii) in relation to RIBs using the UPI Mechanism, a list of which is available
on the website of SEBI at
https://sebi. gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmld=40 or
such other website as updated from time to time
Applications through UPI in the Offer were made only through the SCSBs mobile
applications (apps) whose name appears on the SEBI website. A list of SCSBs and mobile
application, which, are live for applying in public issues using UPI Mechanism is
appearing in the “list of mobile applications for using UPI in public issues” displayed on
the SEBI website. The said list shall be updated on the SEBI website
Investor Selling Shareholder and Promoter Selling Shareholders, collectively
The agreement dated November 17, 2021 entered into amongst the Selling Shareholders,
our Company and a share escrow agent, in connection with the transfer of the respective
portion of Offered Shares and credit of such Equity Shares to the demat account of the
Allottees
Bidding centres where the Syndicate accepted Bid cum Application Forms from the
Bidders, a list of which is which is available on the website of SEBI (www.sebi.gov.in) and
updated from time to time
The Banker to the Offer registered with SEBI which is appointed by our Company to act
as a conduit between the Stock Exchanges and NPCI in order to make the mandate collect

 
 

Term

Stock Exchanges

Syndicate Agreement
Syndicate Members
“Syndicate’/ “members of
the Syndicate”

Underwriters

Underwriting Agreement

UPI
UPIID

UPI Mandate Request

UPI Mechanism

UPI PIN
Working Day(s)

Description
requests and / or payment instructions of the RIIs into the UPI and carry out any other
responsibilities, in terms of the SEBI circular bearing number
SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018, in this case being,
ICICI Bank Limited
Collectively, BSE Limited and National Stock Exchange of India Limited
The agreement dated November 23, 2021 entered into amongst the members of the
Syndicate, our Company, the Selling Shareholders and the Registrar to the Offer in relation
to the collection of Bid cum Application Forms by the Syndicate
Intermediaries (other than the BRLMs) registered with SEBI and permitted to carry out
activities as an underwriter, in this case being, JM Financial Services Limited
Collectively, the BRLMs and the Syndicate Members

Axis, JM Financial and JM Financial Services Limited

The agreement dated December 6, 2021 entered into amongst our Company, the Selling
Shareholders and the Underwriters

Unified payments interface which is an instant payment mechanism, developed by NPCI
Identity document created on UPI for single-window mobile payment system developed
by the NPCI

‘A request (intimating the RII by way of a notification on the UPI application and by way
of a SMS directing the RII to such UPI application) to the RII initiated by the Sponsor
Bank to authorize blocking of funds in the relevant ASBA Account through the UPI
application equivalent to Bid Amount and subsequent debit of funds in case of Allotment
The Bidding mechanism used by an RII to make a Bid in the Offer in accordance with
the SEBI UPI Circulars

Password to authenticate UPI transaction

All days on which commercial banks in Mumbai are open for business; provided
however, with reference to (a) announcement of Price Band; and (b) Bid/Offer Period,
the term Working Day shall mean all days, excluding Saturdays, Sundays and public
holidays, on which commercial banks in Mumbai are open for business; and (c) the time
period between the Bid/Offer Closing Date and the listing of the Equity Shares on the
Stock Exchanges, “Working Day” shall mean all trading days of the Stock Exchanges,
excluding Sundays and bank holidays, as per circulars issued by SEBI, including the
SEBI UPI Circulars

 

Conventional and General Terms and Abbreviations

 

Term
AIF(s)

Air Act

API

BSE

CBDT

CDSL

Central Government
CIN

Companies Act

Companies Act, 1956
“Companies Act, 2013”/
“Companies Act”
Consolidated FDI Policy
COVID-19

CSR
Depositories Act
Depository

Description
Alternative Investment Fund(s) as defined in and registered with SEBI under the SEBI
AIF Regulations
Air (Prevention and Control of Pollution) Act, 1981
Application performing interface
BSE Limited
Central Board of Direct Taxes
Central Depository Services (India) Limited
Government of India
Corporate Identity Number
Companies Act, 1956 and the Companies Act, 2013, read with the rules, regulations,
clarifications and modifications thereunder
The erstwhile Companies Act, 1956 read with the rules, regulations, clarifications and
modifications thereunder
Companies Act, 2013 read with the rules, regulations, clarifications and modifications
thereunder
The consolidated FDI Policy, effective from October 15, 2020, issued by the DPIIT, and
any modifications thereto or substitutions thereof, issued from time to time
A public health emergency of international concern as declared by the World Health
Organization on January 30, 2020 and a pandemic on March 11, 2020
Corporate social responsibility
Depositories Act, 1996
‘A depository registered with the SEBI under the Securities and Exchange Board of India
(Depositories and Participants) Regulations, 1996

 
 

Term
DP ID
DPIT

EGM

EP Act

EPF Act

EPS

ESI Act
Factories Act
FCNR Account

FDI
FEMA
FEMA Rules

“Financial Year”/ “Fiscal”/
“Fiscal Year”/ “FY”

FPIs

FVCI

GDP
Gross Block
GST

HUF(s)

ICAI

IDC(s)

IFRS

Income Tax Act
Ind AS

“INR”/"Indian
Rupee”/"2"/"Rs.””

IT

IT Act

Legal Metrology Act
MCA

Mn

Mutual Funds

NACH
NBFC
NEFT

NPCI

“NR”/ “Non-resident”
NRI

NSDL

NSE

P/E Ratio
PAN

PAT

Patents Act
RBI
Regulation S
ROCE

ROE
RoNW

SBO Rules
SCRA
SCRR
SEBI

Description

Depository Participant’s identity number

Department of Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry, Government of India

Extraordinary general meeting

Environment Protection Act, 1986

Employees’ Provident Fund and Miscellaneous Provisions Act, 1952

Earnings per share

Employees’ State Insurance Act, 1948

The Factories Act, 1948

Foreign Currency Non Resident (Bank) account established in accordance with the
FEMA

Foreign direct investment

Foreign Exchange Management Act, 1999 read with rules and regulations thereunder
Foreign Exchange Management (Non-debt Instruments) Rules, 2019 issued by the
Ministry of Finance, Government of India

The period of 12 months commencing on April 1 of the immediately preceding calendar
year and ending on March 31 of that particular calendar year

A foreign portfolio investor as defined under the SEBI FPI Regulations

Foreign Venture Capital Investors (as defined under the Securities and Exchange Board
of India (Foreign Venture Capital Investors) Regulations, 2000) registered with SEBI
Gross Domestic Product

Property, plant and equipment, intangibles and capital work-in-progress

Goods and services tax

Hindu Undivided Family(ies)

Institute of Chartered Accountants of India

Industrial Development Corporation(s)

International Financial Reporting Standards

Income-tax Act, 1961

Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended

Indian Rupee, the official currency of the Republic of India

Information Technology

Information Technology Act, 2002

Legal Metrology Act, 2009

Ministry of Corporate Affairs, Government of India

Million

Mutual funds registered with the SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996

National Automated Clearing House

Non-banking financial company

National Electronic Funds Transfer

National Payments Corporation of India

A person resident outside India, as defined under the FEMA and includes an NRI
Non-Resident Indian

National Securities Depository Limited

National Stock Exchange of India Limited

Price/Earnings Ratio

Permanent account number

Profit after tax

The Patents Act, 1970

Reserve Bank of India

Regulation S under the U.S. Securities Act

Return on Capital Employed

Return on Equity

Return on Net Worth

Companies (Significant Beneficial Owners) Rules, 2018, as amended
Securities Contract (Regulation) Act, 1956, as amended

Securities Contracts (Regulation) Rules, 1957, as amended

Securities and Exchange Board of India constituted under the SEBI Act

 
 

Term
SEBI Act
SEBI AIF Regulations

SEBI FPI Regulations
SEBI FVCI Regulations
SEBI ICDR Regulations
SEBI Listing Regulations

SEBI SBEB SE Regulations

SEBI VCF Regulations

sGD
sTT
Takeover Regulations

Trademarks Act

U.S. GAAP

U.S. Securities Act

“US$"/ “USD"/ “US Dollar”
“USA"/  “U.S.”/
“United States”
UK

VAT

VCFs

Water Act

“US"/

Description
Securities and Exchange Board of India Act, 1992, as amended

Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012, as amended

Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019,
as amended

Securities and Exchange Board of India (Foreign Venture Capital Investors)
Regulations, 2000, as amended

Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended

SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021

Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996, as
amended

Singapore dollar, the official currency of the country of Singapore

Securities Transaction Tax

Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011

The Trademarks Act, 1999

Generally Accepted Accounting Principles in the United States of America

United States Securities Act of 1933, as amended

United States Dollar, the official currency of the United States of America

United States of America, its territories and possessions, any state of the United States of
America and the District of Columbia

The United Kingdom

Value Added Tax

Venture capital funds as defined in and registered with the SEBI under the SEBI VCF
Regulations

Water (Prevention and Control of Pollution) Act, 1974

 

Industry Related Terms/Abbreviations

 

Term
AG
APAC
Average

B
Beneficiation

CAGR

CapEx

Conveyor products
DynaPrime

EBIT

EBITDA

EBITDA Margin
EMER

ERP

EV

HCL
Hydrocyclones

ICSG
IEA

Kg
LATAM

Description
Autogenous Mill
Asia-Pacific
Sum of the value being considered for each of the relevant Fiscals divided by the
number of Fiscals being considered
Billion
Process of improvement of the economic value of ore by removing waste and by-products
to achieve a higher grade ore concentrate
Compound annual growth rate is a business and investing specific term for the geometric
progression ratio that provides a constant rate of return over the time period calculated as
(end value / start value) A (1/ years )—1
Capital Expenditure
Components used with conveyor belts
Composite liner of rubber and steel
Earnings before Interest and Taxes
Restated profit before share of restated net profit of joint venture accounted for using
equity method and tax, finance costs, depreciation and amortisation expenses
EBITDA divided by Total Income
Europe Middle East and Russia
Enterprise Resource Planning
Electric Vehicle
Hindustan Copper Limited
Machine that generates centrifugal force using fluid pressure and a flux pattern that can
separate particulate matter and droplets from a fluid medium
International Copper Study Group
International Energy Agency
Kilograms
Latin America

10
 

Term
LME
MEI Scheme
Mill

Mill Liners
Net worth

Oz
Rapido
ROE
ROCE

SAG
Tribology
Trommel

USGS
YoY

Description
London Metal Exchange

Merchandise Exports from India Scheme

Machine that grinds, cuts, and crushes solid materials into useable sizes for further
processing

Metallic, rubber or composite materials used to protect Mills from the wear that comes
with grinding harsh raw materials

Net worth means the aggregate value of the equity share capital, preference share capital
and other equity, as per restated consolidated financial information

Ounce

Screening machine used for separation of particles according to size

Calculated as restated total profit for the year divided by closing total equity

Restated profit before share of restated net profit of joint venture accounted for using the
equity method, tax and finance costs divided by sum of net worth and borrowings
Semi-autogenous mill

Science and engineering of interacting surfaces in relative motion

Mechanical screening machine that separates materials and finds application in mining,
fertilizer, compost and aggregates

United States Geological Survey

Year-over-Y ear

11
CERTAIN CONVENTIONS, USE OF FINANCIAL INFORMATION AND MARKET DATA AND
CURRENCY OF PRESENTATION

Certain Conventions

All references in this Prospectus to “India” are to the Republic of India, together with its territories and
possessions. All references to the “USA”, “US”, the “U.S.” or the “United States” are to the United States of
America, together with its territories and possessions. All references in this Prospectus to “Australia”, “Canada”,
“Chile”, “Singapore” and “South Africa” are to the Commonwealth of Australia, Dominion of Canada, Republic
of Chile, Republic of Singapore and Republic of South Africa together with their territories and possessions,
respectively.

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

Financial Data

Unless indicated otherwise, the financial information in this Prospectus is derived from our Restated Consolidated
Financial Information. Certain additional financial information pertaining to our Group Companies are derived
from their respective financial statements. The Restated Consolidated Financial Information included in this
Prospectus comprises of the Restated Consolidated Statement of Assets and Liabilities as at June 30, 2021, March
31, 2021, March 31, 2020 and March 31, 2019, the Restated Consolidated Statement of Profit and Loss, the
Restated Consolidated Statement of Changes in Equity, Restated Consolidated Statement of Cash Flows for the
three months period ended June 30, 2021 and years ended March 31, 2021, March 31, 2020 and March 31, 2019,
notes to the Restated Consolidated Financial Information and Statement of Adjustments to the Audited Special
Purpose Interim Consolidated Financial Statements as at and for the three months period ended June 30, 2021 and
Audited Consolidated Financial Statements as at and for the years ended March 31, 2021, March 31, 2020 and
March 31, 2019. The Restated Consolidated Financial Information have been prepared in accordance with the
requirements of the relevant provisions of the Companies Act, 2013, the SEBI ICDR Regulations and the
Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI. For further information,
see, “Summary Financial Information” and “Restated Consolidated Financial Information” on pages 66 and
207, respectively.

The audited special purpose interim consolidated financial statements for the three months period ended June 30,
2021 and the audited consolidated financial statements for the years ended March 31, 2021, March 31, 2020 and
March 31, 2019 have been audited by Price Waterhouse & Co Bangalore LLP, our Statutory Auditors.

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

Our Restated Consolidated Financial Information have been prepared in accordance with Ind AS. There are
significant differences between International Financial Reporting Standards (“IFRS”) and Generally Accepted
Accounting Principles in the United States of America (“U.S. GAAP”). The degree to which the financial
information included in this Prospectus will provide meaningful information is entirely dependent on the reader’s
level of familiarity with Indian accounting policies and practices, Ind AS, the Companies Act 2013, the SEBI
ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India. Accordingly, any reliance by persons not familiar with Ind AS, the
Companies Act 2013, the SEBI ICDR Regulations, the Guidance Note on Reports in Company Prospectuses
(Revised 2019) issued by the Institute of Chartered Accountants of India and practices on the financial disclosures
presented in this Prospectus should accordingly be limited. We have not attempted to quantify the impact of IFRS
or U.S. GAAP on the financial information included in this Prospectus, nor do we provide a reconciliation of our
financial information to those under U.S. GAAP or IFRS and we urge you to consult your own advisors regarding
such differences and their impact on our financial information. For details in connection with risks involving
differences between Ind AS, U.S. GAAP and IFRS see “Risk Factors — Significant differences exist between Ind
AS and other accounting principles, such as U.S. GAAP and IF RS, which investors may be more familiar with
and may consider material to their assessment of our financial condition.” on page 62.

Certain figures contained in this Prospectus, including financial information, have been subject to rounding
adjustments. All decimals, including percentages, have been rounded off to two decimal points. In certain

12
instances, (i) the sum or percentage change of such numbers may not conform exactly to the total figure given;
and (ii) the sum of the numbers in a column or row in certain tables may not conform exactly to the total figure
given for that column or row. However, where any figures that may have been sourced from third-party industry
sources are rounded off to other than two decimal points in their respective sources, such figures appear in this
Prospectus as rounded off to such number of decimal points as provided in their respective sources.

Unless the context otherwise indicates, any percentage or amounts, as set forth in “Risk Factors”, “Business”,
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 23, 141,
and 317, respectively, and elsewhere in this Prospectus have been calculated on the basis of the Restated
Consolidated Financial Information of our Company.

Non-GAAP Financial Measures

Certain non-GAAP financial measures relating to our financial performance have been included in this Prospectus.
We compute and disclose such non-GAAP financial measures relating to our financial performance as we consider
such information to be supplemental and useful measures of our business and financial performance. These non-
GAAP financial measures and other information relating to financial performance may not be computed on the
basis of any standard methodology that is applicable across the industry and therefore, may not be comparable to
financial measures of similar nomenclature that may be computed and presented by other companies and are not
measures of operating performance or liquidity defined by generally accepted accounting principles, including
Ind AS and may not be comparable to similarly titled measures presented by other companies.

Industry and Market Data

We have paid and commissioned a report titled “Global Market Assessment — Select Mineral Processing
Equipment” dated October 12, 2021 (“F&S Report”), prepared by Frost & Sullivan, also available at the following
weblink, https://www.tegaindustries.com/tega-investors/#indreport, for the purpose of confirming our
understanding of the industry in connection with the Offer. Unless otherwise indicated, industry and market data
used throughout this Prospectus, including in “Our Business” and “Industry Overview” on pages 141 and 108
has been obtained or derived from the F&S Report. Further, in this regard, Frost & Sullivan has issued the
following disclaimer:

“Global Market Assessment — Select Mineral Processing Equipment” (the “Report”)”' has been prepared for the
proposed initial public offering of equity shares (the “Offer”) by Tega Industries Limited (the “Company”.
This study has been undertaken through extensive primary and secondary research, which involves discussing the
status of the industry with leading market participants and experts, and compiling inputs from publicly available
sources, including official publications and research reports. Estimates provided by Frost & Sullivan (India)
Private Limited (“Frost & Sullivan”) and its assumptions are based on varying levels of quantitative and
qualitative analyses, including industry journals, company reports and information in the public domain.

Frost & Sullivan has prepared this study in an independent and objective manner, and it has taken all reasonable
care to ensure its accuracy and completeness. We believe that this study presents a true and fair view of the
industry within the limitations of, among others, secondary statistics and primary research, and it does not purport
to be exhaustive. The results that can be or are derived from these findings are based on certain assumptions and
parameters/conditions. As such, a blanket, generic use of the derived results or the methodology is not
encouraged.

Forecasts, estimates, predictions, and other forward-looking statements contained in this report are inherently
uncertain because of changes in factors underlying their assumptions, or events or combinations of events that
cannot be reasonably foreseen. Actual results and future events could differ materially from such forecasts,
estimates, predictions, or such statements.

In making any decision regarding the transaction, the recipient should conduct its own investigation and analysis
of all facts and information contained in the prospectus of which this report is a part and the recipient must rely
on its own examination and the terms of the transaction, as and when discussed. The recipients should not construe
any of the contents in this report as advice relating to business, financial, legal, taxation or investment matters
and are advised to consult their own business, financial, legal, taxation, and other advisors concerning the
transaction.”

Industry publications generally state that the information contained in such publications has been obtained from
sources generally considered reliable, but their accuracy, adequacy or completeness and underlying assumptions

13
are not guaranteed and their reliability cannot be assured. Accordingly, no investment decisions should be made
based on such information. The data used in these sources may have been reclassified by us for the purposes of
presentation. Data from these sources may also not be comparable. The extent to which the industry and market
data presented in this Prospectus is meaningful depends upon 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 market
and industry sources.

Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various
factors, including those discussed in “Risk Factors” on page 23.

Currency and Units of Presentation

All references to:

. “Indian Rupees” or “%” or “Rs.” are to Indian Rupees, the official currency of the Republic of India;

. “AUD” are to Australian Dollars, the official currency of Australia;

° “CAD” are to Canadian Dollar, the official currency of Canada;

. “CLP” are to Chilean peso, the official currency of Chile;

° “Euro” or “€” are to Euro, the official currency of the European Union;

. “GBP” are to British pound sterling, the official currency of the United Kingdom

. “GHS” are to Ghanaian cedi, the official currency of the Republic of Ghana

. “SGD” are to Singapore dollar, the official currency of the Republic of Singapore;

. “US$”, “U.S. Dollar”, “USD” or “U.S. Dollars” are to United States Dollars, the official currency of the

United States of America; and
. “ZAR?” are to South African Rand, the official currency of the Republic of South Africa.

In this Prospectus, our Company has presented certain numerical information. All figures have been expressed in
millions. One million represents “10 lakhs” or 1,000,000. However, where any figures that may have been sourced
from third-party industry sources are expressed in denominations other than millions in their respective sources,
such figures appear in this Prospectus expressed in such denominations as provided in such respective sources.

Exchange Rates

This Prospectus contains conversions of U.S. Dollars and other currency amounts into Indian Rupees that have
been presented solely to comply with the requirements of the SEBI ICDR Regulations. These conversions should
not be construed as a representation that such currency amounts could have been, or can be converted into Indian
Rupees, at any particular rate, or at all.

The exchange rates of certain currencies used in this Prospectus into Indian Rupees are provided below.

 

(in2)
Currency Exchange rate ason June —_ Exchange rate as on Exchange rate as Exchange rate as on
30, 2021 March 31, 2021 on March 31, 2020 March 31, 2019
1USD 74.33 73.11 75.67 69.16
1 AUD 55.77 55.70 46.08 49.02
1CAD 59.94 58.03 53.08 51.54
1EUR 88.40 85.75 82.77 77.67
1GHS 12.63 12.62 13.05 12.84
1 GBP. 103.01 100.75 93.50 90.53
1SGD 55.32 54.35 53.03 51.04
1 CLP 0.10 0.10 0.09 0.10
1 ZAR 5.20 4.94 4.23 4.77

 

14
 

Source: Rates of all the currencies are taken from FEDAI (Federation of Delers ‘Association of India) rate (www.fedai.org.in) except for GHS

& CLP which is taken from Oanda (www1.oanda.com)
Note: In case June 30, 2021 or March 31 of any of the respective years/ period is a public holiday, the previous working day not being a

public holiday has been considered.

15
FORWARD-LOOKING STATEMENTS

This Prospectus contains certain “forward-looking statements”. These forward-looking statements include

statements which can generally be identified by words or phrases such as “aim”, “anticipate”, “believe”, “expect”,
“estimate”, “intend”, “likely to”, “objective”, “plan”, “propose”, “will continue”, “seek to”, “will pursue” or
other words or phrases of similar import. Statements that describe our strategies are also forward-looking

statements.

All forward-looking statements are based on our current plans, estimates and expectations and actual results may
differ materially from those suggested by such forward-looking statements. All forward-looking statements are
subject to risks, uncertainties and assumptions about us that could cause actual results to differ materially from
those contemplated by the relevant forward-looking statement. This may be due to risks or uncertainties associated
with our expectations with respect to, but not limited to, regulatory changes pertaining to the industries in India
in which we have our businesses and our ability to respond to them, our ability to successfully implement our
strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and
political conditions in India, which have an impact on our business activities or investments, the monetary and
fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates, foreign exchange rates,
equity prices or other rates or prices, the performance of the financial markets in India and globally, changes in
domestic laws, regulations and taxes, changes in competition in our industry and incidence of any natural
calamities and/or acts of violence. Important factors that would cause actual results to differ materially include,
but not limited to:

 

. Our global manufacturing facilities, sales and operations expose us to the risks of doing business in
foreign countries, which may adversely affect our business, financial condition and results of operations.

. Any failure to expand or effectively manage our sales and distribution network, both in India and
overseas, could have an adverse effect on our business, financial condition and results of operations.

. We are dependent on third party logistic and support service providers for the delivery of raw materials
and finished products and any disruptions in their services including transportation services or a decrease
in the quality of their services may adversely affect our business, financial condition and results of
operations.

. Any shortfall or delay in the supply of our raw materials or an increase in our raw material costs, may
adversely affect the pricing and supply of our products and have an adverse effect on our business, results
of operations and financial condition.

. We are dependent on a few key suppliers of certain raw materials and do not have long term contracts or
exclusive arrangements with these key suppliers. Accordingly, the loss of, or a significant reduction in
supply by, such suppliers could adversely affect our business, financial condition and results of
operations.

. We are subject to risks associated with expansion into new geographic markets globally. Any inability
to expand into new geographic markets may adversely affect our growth and future prospects.

. Depreciation of the Indian Rupee and exchange rate fluctuations in currencies in which we do business
or have outstanding borrowings may materially and adversely impact our business, financial condition
and results of operations.

. We export our products to various countries, on account of which we may be subject to significant import
duties or restrictions. Further, unavailability of fiscal benefits enjoyed by us or our inability to comply
with related requirements may have an adverse effect on our business and results of operations.

. Our Company, our Promoters and our Directors are involved in certain legal proceedings, and an adverse
outcome in any such proceedings may adversely affect our business, financial condition and growth
strategy.

. There are outstanding actions by statutory or regulatory authorities against our Company and Promoters.

Any adverse outcome in such proceedings may have an adverse impact on our business, financial
condition, results of operations and cash flows.

16
For a further discussion of factors that could cause our actual results to differ, see “Risk Factors’, “Our Business”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 23,
141 and 317, 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 future gains or losses could be
materially different from those that have been estimated. Forward-looking statements reflect our current views as
of the date of this Prospectus and are not a guarantee of future performance. Although we consider that the
assumptions on which such statements are based to be reasonable, any such assumptions as well as the statement
based on them could prove to be inaccurate.

Neither our Company, nor the Directors, nor the Selling Shareholders nor the Syndicate, nor any of their respective
affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after
the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come
to fruition. In accordance with SEBI requirements, our Company and the BRLMs will ensure that investors in
India are informed of material developments until the receipt of final listing and trading approvals for the Equity
Shares pursuant to the Offer.

In accordance with SEBI ICDR Regulations, the Selling Shareholders severally and not jointly will ensure that
Bidders in India are informed of material developments in relation to statements and undertakings specifically
made by the respective Selling Shareholders in relation to themselves and their respective portion of the Offered
Shares in this Prospectus until the time of the grant of listing and trading permission by the Stock Exchanges.
Only statements and undertakings which are specifically “confirmed” or “undertaken” by the Selling
Shareholders, as the case may be, in this Prospectus shall, severally and not jointly, deemed to be statements and
undertakings made by such Selling Shareholders.

17
SUMMARY OF THE OFFER DOCUMENT

The following is a general summary of the terms of the Offer and is not exhaustive, nor does it purport to contain
a summary of all the disclosures in this 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 Prospectus, including in the sections entitled “Risk Factors”, “The Offer”, “Capital
Structure”, “Objects of the Offer”, “Industry Overview”, “Business”, ‘Outstanding Litigation and Material
Developments”, “Offer Procedure” and “Main Provisions of Articles of Association” on pages 23, 64, 79, 98,
108, 141, 355, 380 and 398 respectively.

 

Summary of Business

We are a leading manufacturer and distributor of specialized ‘critical to operate’ and recurring consumable
products for the global mineral beneficiation, mining and bulk solids handling industry, on the basis of sales as of
June 30, 2021 (Source: F&S Report). Globally, we are the second largest producers of polymer-based mill liners,
on the basis of revenues as of June 30, 2021 (Source: F&S Report). We offer comprehensive solutions to marquee
global clients in the mineral beneficiation, mining and bulk solids handling industry, through our wide product
portfolio. For further details, see “Business” beginning on page 141.

Summary of Industry

In 2020, Asia-Pacific accounted for 71% of the global mining industry, followed by North America with 9%.
Global commodity mineral production during 2020 was 10.2 billion tons. The GDP contribution of the mining
and quarrying sector, both in terms of nominal and real GDP, has declined over the last decade. Global crushing,
screening, and mineral processing equipment market size was estimated at $20 billion in 2020. Global growth is
expected to accelerate to 5.6% in 2021 and be partially supported by the low GDP base effect from 2020. For
further details, see “Industry Overview” beginning on page 108.

Promoters

Our Promoters are Madan Mohan Mohanka, Manju Mohanka, Mehul Mohanka, Manish Mohanka and NFSPL.
Offer Size

Offer of 13,669,478" Equity Shares for cash at a price of 7453 per Equity Share aggregating to 26,192.27 million
by the Selling Shareholders. The Offer constitutes 20.62% of the post-Offer paid-up Equity Share capital of our
Company. For further details, see “The Offer” beginning on page 64.

“Subject to finalization of Basis of Allotment

Objects of the Offer

The objects of the Offer are to (i) carry out the Offer for Sale of 13,669,478" Equity Shares by the Selling
Shareholders; and (ii) achieve the benefits of listing the Equity Shares on the Stock Exchanges. Our Company
will not receive any proceeds from the Offer and all such proceeds will go to the Selling Shareholders.

“Subject to finalization of Basis of Allotment

Aggregate pre-Offer Shareholding of Promoters, Promoter Group and Selling Shareholders

The aggregate pre-Offer shareholding of Promoters, Promoter Group and Selling Shareholders as on the date of
this Prospectus is as follows:

 

Category of Shareholders No. of Equity Shares held _ % of total paid up pre-

Offer Equity Share capital

Promoters

Madan Mohan Mohanka 8,663,159 13.07

Manish Mohanka 7,941,856 11.98

Mehul Mohanka 2,003,315 3.02

Nihal Fiscal Services Private Limited 36,553,153 55.14

Total 55,161,483 83.21

Promoter Group
Marudhar 1,300,000 1.96

 

18
 

Category of Shareholders No. of Equity Shares held _ % of total paid up pre-
Offer Equity Share capital
Total 1,300,000 1.96
Selling Shareholders
Promoter Selling Shareholder(s)
Madan Mohan Mohanka 8,663,159 13.07
Manish Mohanka 7,941,856 11.98
Investor Selling Shareholder
Wagner Limited” 9,691,890 14.62
Total 26,296,905, 39.67

 

“Pursuant to resolutions dated November 10, 2021 passed by our Board and Shareholders, 8,692,281 CCPP held by Wagner Limited were
converted to 8,692,281 Equity Shares, For details, see “Capital Structure- Notes to the Capital Structure ~ Equity Share capital history of

our Company" and “Capital Structure - Notes to the Capital Structure ~ Preference Share capital history of our Company" on pages 79 and
82.

Summary of Restated Consolidated Financial Information

A summary of the financial information of our Company as per the Restated Consolidated Financial Information
is as follows:

(in million except otherwise stated)

 

Particulars Three months period Fiscal
ended June 30, 2021 2021 2020 2019

Equity share capital 576.01 576.01 576.01 576.01
Preference share capital 86.92 86.92 86.92 86.92
Net worth” 6,311.52 6,137.22 4,624.89 4,011.05
Total income 1,793.86 8,566.84 6,955.42 6,430.13
Restated total profit for the period/ year 118.82 1,364.05 655.04 326.70
Earnings per share (basic and diluted)”

- Basic (in 2) 2.10 24.10 11.57 5.76
- Diluted (in 2) 1.78 20.48 9.84 4.90
Net asset value per share (in 2)" 108.06 105.04 78.78 68.13
Borrowings” 1,842.38 1,878.02 2,439.34 2,126.90

 

"Net worth means the aggregate value of the equity share capital, preference share capital and other equity, as per restated consolidated
financial information.

“ Net Asset Value per equity share represents net worth attributable to Equity Shareholder (Equity Share capital together with other equity

as per restated consolidated financial statement) as at the end of the fiscal year divided by the number of Equity Shares outstanding at the
end of the year

*““” Borrowings are inclusive of current maturities of other borrowings amounting to 2228.36 million for three months period ended June 30,
2021, % 215.20 million for FY 2021, @ 117.90 million for FY 2020, and % 244.57 million for FY 2019.
“Basic EPS and Diluted EPS for the three months period ended June 30, 2021 are not annualised.

Qualifications of the Statutory Auditors

There are no qualifications in the audit reports that require adjustments in the Restated Consolidated Financial
Information.

Summary of Outstanding Litigation
A summary of outstanding litigation proceedings involving our Company, our Promoters, our Directors, our

Subsidiaries and litigation involving our Group Companies which have a material impact on the Company, as on
the date of this Prospectus is as follows:

 

“Type of Litigation Number of cases ‘Amount*
(in million)
Litigation involving our Company
Criminal litigation 3 2.70
Material civil litigation 3 35.43
Actions by statutory or regulatory authorities 2 -
Direct and indirect tax proceedings 24 263.78
Total 32 301.91
Litigation involving our Promoters
Actions by statutory or regulatory authorities 1 -
Direct and indirect tax proceedings 21 22.22
Total 22 22.22

19
 

Type of Litigation Number of cases ‘Amount™

(in Z million)
Litigation involving our Directors

Actions by statutory or regulatory authorities 1 -
Direct and indirect tax proceedings 9 271
Total 10 271
Litigation involving our Subsidiaries

Actions by statutory or regulatory authorities 5 -
Total 5 -
Litigation involving our Group Companies”

Nil Nil Nil

“to the extent quantifiable

“This comprises the pending proceedings which may have a material impact on our Company, in accordance with the Materiality Policy.
“These three criminal complaints have been filed by the Company against Tecpro Systems Ltd. under the Negotiable Instruments Act, 1881.
For details, see “Outstanding Litigation and Material Developments- Litigation involving our Company ” on page 355.

For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Other Material
Developments” beginning on page 355.

Risk Factors
Please see “Risk Factors” beginning on page 23.
Summary of Contingent Liabilities of our Company

A summary of our contingent liabilities as on June 30, 2021 as indicated in our Restated Consolidated Financial
Information is as follows:

(in million)

 

Particulars As of June 30, 2021
Disputed Excise duty 14.75
Disputed Service Tax 3.08
Disputed Income Tax 64.54
Disputed sales tax 6.56
Pending finalisation of legal / arbitration proceedings 4.05
The Company stands as surety in connection with General Bond executed by MM Aqua 1.50

Technologies Limited

 

For details, see “Restated Consolidated Financial Information — Annexure V - Note 44A - Contingent Liabilities
and Capital Commitments” on page 285.

Summary of Related Party Transactions

A summary of related party transactions, as per the requirements under Ind AS 24, are as follows:

 

(in @ million)
Transactions during the period / year ended Three months Fiscal
period ended June 2021 2020 2019
30, 2021

Sale of goods
Hosch Equipment (India) Limited 2.93 12.56 9.04 5.93
MM Aqua Technologies Limited 0.04 E 3.01 0.49
Purchase of goods
Hosch Equipment (India) Limited : 0.96 0.83 0.17
Maple Orgtech (India) Limited = 0.10 “ 0.04
Re-imbursement of expenses
Hosch Equipment (India) Limited ou 0.10 0.19 0.02
TPW Engineering Limited = 0.05 = 2
Maple Orgtech (India) Limited 0.08 0.04 F :
Recovery of expenses
Hosch Equipment (India) Limited = 0.21 0.08 0.01
MM Aqua Technologies Limited = 0.02 = 0.21
Sales commission earned
Hosch Equipment (India) Limited 3.11 15.29 12.79 13.18

20
 

‘Transactions during the period / year ended Three months Fiscal

period ended June 2021 2020 2019
30, 2021

Rent/Service charges/Hire charges
TPW Engineering Limited 6.77 25.80 24.17 22.89
Maple Orgtech (India) Limited 0.09 0.38 0.39 0.42
Manish Mohanka 0.39 1.50 1.43 1.36
Manju Mohanka 0.04 0.13 0.13 0.12
Dividend received
Hosch Equipment (India) Limited < 2.25 6.75 2.25
Contribution to post employment benefit plan
Tega India Ltd. Employees Gratuity Fund : 0.00° 30.00 11.00
Tega Industries (SEZ) Ltd. Gratuity Trust - 0.03 0.00° 0.00°
Tega India & Associate Companies Super Annuation 1.73 6.36 6.55 6.50
Fund
Tega Industries (SEZ) Ltd. Super Annuation Fund 0.16 0.59 0.50 0.39
Business support service expense
MM Agua Technologies Limited 0.47 1.86 - -
Business support service income
Hosch Equipment (India) Limited 2.29 9.30 9.39 9.34
Maple Orgtech (India) Limited 0.08 0.30 0.34 0.30
MM Agua Technologies Limited 0.30 0.78 0.09 0.09
Payment made for transfer of lease
TPW Engineering Limited - 201.33 - =
Loans and advances given/(recovered)(net)
TPW Engineering Limited - 0.61 0.22 -

 

“Amount is below the rounding off norm adopted by our Company

For details of the related party transactions and as reported in the Restated Consolidated Financial Information,
see “Restated Consolidated Financial Information - Annexure V- Notes to the Restated Consolidated Financial
Information — Note 46 — Related Party Transactions ” beginning on page 287.

Financing Arrangements

There have been no financing arrangements whereby our Promoters, members of the Promoter Group, Directors
and their relatives (as defined in Companies Act 2013) have financed the purchase by any other person of
securities of our Company during a period of six months immediately preceding the date of the Draft Red Herring
Prospectus, the Red Herring Prospectus and this Prospectus.

Weighted average price at which the Equity Shares were acquired by our Promoters and the Selling
Shareholders in the one year preceding the date of this Prospectus

 

Name Number of Equity Shares Weighted average price of
acquired Equity Shares acquired in the
last one year (in 2)"
Promoters
Madan Mohan Mohanka 8,663,159 225.00
Mehul Mohanka 2,003,315 0.02
Wagner Limited™ 8,692,281 172.57

 

“As certified by SDT & Co, Chartered Accountats, by way of their certificate dated November 23, 2021 and December 6, 2021.

**Pursuant to resolutions dated November 10, 2021 passed by our Board and Shareholders, 8,692,281 CCPP held by Wagner Limited were
converted to 8,692,281 Equity Shares, For details, see “Capital Structure- Notes to the Capital Structure ~ Equity Share capital history of
our Company" and “Capital Structure - Notes to the Capital Structure ~ Preference Share capital history of our Company" on pages 79 and
82. The weighted average price has been calculated taking into consideration the price at which the underlying preference shares were
acquired.

 

 

Average Cost of Acquisition of Equity Shares

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

21
 

Name Number of Equity Shares Average cost of Acquisition
acquired per Equity Share (in 2)"

Promoters
Madan Mohan Mohanka 8,663,159 0.53
Manish Mohanka 7,941,856 0.34
Mehul Mohanka 2,003,315 0.02
Nihal Fiscal Services Private Limited 36,553,153 1.26
Selling Shareholders
Promoter Selling Shareholders
Madan Mohan Mohanka 8,663,159 0.53
Manish Mohanka 7,941,856 0.34
Investor Selling Shareholder
Wagner Limited 9,691,890 170.25

 

“As certified by SDT & Co, Chartered Accountants, by way of their certificate dated November 23, 2021 and December 6, 2021.
Details of pre-IPO Placement

Our Company does not contemplate any fresh issuance of Equity Shares from the date of this Prospectus till the
listing of the Equity Shares.

Issue of Equity Shares for consideration other than cash in the last one year

Our Company has not issued any Equity Shares for consideration other than cash in the one year preceding the
date of this Prospectus.

Split / Consolidation of Equity Shares in the last one year

Our Company has not undertaken a split or consolidation of the Equity Shares in the one year preceding the date
of this Prospectus.

22
SECTION II - RISK FACTORS

An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information
in the Draft Red Herring Prospectus, the Red Herring Prospectus and this Prospectus, including the risks and
uncertainties described below, before making an investment in the Equity Shares. If one, or a combination of any
of the following risks occurs, our business, cash flows, prospects, financial condition and results of operations
could suffer, the trading price of the Equity Shares could decline, and you may lose all, or part of your investment.
In addition, the risks set out in this section are not exhaustive, and additional risks and uncertainties not presently
known to us, or which we currently deem to be immaterial, may arise or may become material in the future.

In making an investment decision, prospective investors must rely on their own examination of us and the terms
of the Offer including the merits and the risks involved. To obtain a more detailed understanding of our business,
see “Business”, “Financial Information” and “Management’s Discussion and Analysis of Financial
Condition and Result of Operations” on pages 141, 207 and 318, respectively. You should also read the section
“Forward-Looking Statements” on page 16 for a discussion of the risks and uncertainties related to the forward-
looking statements contained in this Prospectus. Our results may differ materially from those expressed in or
implied by these forward-looking statements as a result of certain factors, including the considerations described
below and elsewhere in this Prospectus.

 

Unless otherwise indicated or the context otherwise requires, the financial information for the three months period
ended June 30, 2021 and Fiscals 2021, 2020 and 2019, included herein is derived from the Restated Consolidated
Financial Information, included in this Prospectus. For further information, see “Financial Information” on
page 207. Unless otherwise indicated, industry and market data used in this section have been derived from the
report titled, “Global Market Assessment — Select Mineral Processing Equipment” dated October 12, 2021 (the
“F&S Report”) prepared and released by Frost & Sullivan and commissioned and paid for by our Company in
connection with the Offer.

 

Internal risk factors
Risks relating to business and operations

1. Our global manufacturing facilities, sales and operations expose us to the risks of doing business in
foreign countries, which may adversely affect our business, financial condition and results of
operations.

Our revenue from operations outside India was 21,463.21 million, 26,961.18 million, 75,884.52 million
and %5,439.55 million in the three months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019,
respectively, amounting to 84.48%, 86.42%, 85.92% and 85.83% of our revenue from operations in the
respective Fiscals. We have manufacturing facilities located in the major global mining hubs of Chile,
South Africa and Australia (Source: F&S Report). Further, we have substantial global operations which
are undertaken through our 13 foreign Subsidiaries (including subsidiaries of our Subsidiaries) and 18
global sales offices in several foreign countries.

The details of the Subsidiaries that have contributed to our revenue from operations outside India for the
three months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019 are set out below.

(in million, where applicable)

 

‘Name oftheentity Revenue %oftotal Revenue %oftotal Revenue %oftotal Revenue _% of total

from revenue from revenue from revenue from revenue
operation from operation -— from —_—operation ~—from ~—_—operation~—from
sforthree operation  sfor _— operation -—sfor_— operation ~—sfor _ operation
months s Fiscal s Fiscal s Fiscal, s
period 2021 2020 2019
ended
June 30,
2021
Tega Industries Inc 80.76 4.66% 529.62 6.57% 318.52 4.65% 328.79 5.19%
Tega Industries 113.15 6.53% 439.64 5.46% 393.21 5.74% 514.30 8.12%
Australia Pty Ltd
Tega Do Brasil ™ 0% 5.37 0.07% 1s7 0.02% 10.37 0.16%
Servicos Technicos
Ltda
Tega Industries 219.06 12.65% 513.08 6.37% 504.45, 7.37% 248.65, 3.92%
Canada Inc
Tega Industries 166.42 9.61% 1,003.35 12.46% 717.08 10.47% 763.34 12.04%
Africa Pty Ltd

 

23
 

‘Name oftheentity Revenue %oftotal Revenue %oftotal Revenue  %oftotal Revenue _% of total

from revenue from revenue from revenue from revenue
operation from operation -— from —_—operation — from —_—operation~—from
sforthree operation sfor _— operation -—«sfor_— operation ~—sfor _operation
months s Fiscal s Fiscal s Fiscal, s
period 2021 2020 2019
ended
June 30,
2021
Tega Scanning - 0% - 0% : 0% 6.28 0.10%
Solution Ine.
Tega Holdings Pte 119.73 6.91% 508.82 6.32% 1,162.64 16.98% 1,072.12 16.92%
Ltd
Losugen Pty Ltd 83.18 4.80% 279.64 3.47% 337.57 4.93% 466.07 7.35%
Tega Industries 294.43 17.00% 1,827.37 22.69% 1,401.26 20.46% 1,018.54 16.07%
Chile Spa”

 

“Includes consolidated financial information related to Tega Industries Chile SpA and its subsidiaries, i.e., Edoctum S.A. and
Edoctum Peru S.A.
The Company divested its stake in Tega Scannings Solution Inc with effect from January 15, 2019.

Our global operations are subject to, among other risks and uncertainties, the following:

. Social, political, geopolitical conditions and adverse weather conditions, such as natural
disasters, civil disturbance, terrorist attacks, war or other military action would affect our
business and operations. For instance, such a disruption may prevent us from production or
delivery of our products to our customers.

. Economic and financial conditions, including potential hyperinflationary conditions, any
instability of credit markets, foreign currency fluctuations and controls, particularly the ability
to repatriate funds to India and to any other countries would affect our business and operations.

. Compliance with a variety of local laws and regulations, which may be materially different than
those to which we are subject in India, including legal constraints on ownership and corporate
structure, environmental, health, safety, labour and accounting laws, may impose onerous and
expensive obligations on our Company and our foreign subsidiaries.

. Changes in local laws, regulations or policies, including restrictions on trade, unfavourable
labour regulations, tax policies or economic sanctions, intellectual property enforcement issues
and changes in foreign trade and investment policies, may be difficult to predict and may affect
the way in which we manage our operations in the countries in which we operate.

. Potential violations of local laws including anti-bribery laws, may cause difficulty in managing
foreign operations, as well as significant consequences to us if those laws are violated.

. Difficulties in organizing a skilled workforce for efficient operations and coordinating with
local authorities and representatives to fully understand and address local labour and business
requirements may cause difficulty in hiring and retaining our workforce in the countries in
which we operate.

In addition to the risks associated with global operations in general, our global manufacturing operations
are subject to risks that are specific to each foreign country where our manufacturing facilities are located,
being Chile, South Africa and Australia. Chile and South Africa have experienced periods of political
uncertainty and social unrest in the past, such as the recent protests in Chile in 2019-20. Pursuant to these
protests, the National Congress of Chile agreed to hold a referendum wherein a majority of the citizens
voted in favour of a new constitution, which may introduce changes, including, decentralization of power
and measure to support labour welfare. Introduction of any unfavourable measures and uncertainty in
relation to the political stability in Chile may disrupt our operations, increase or compliance costs, reduce
our workforce and adversely affect our business. Further, we have faced challenges in establishing our
manufacturing facilities in these countries such as language barriers, understanding local laws and hiring
a skilled workforce and we cannot assure you that we will not encounter further challenges in maintaining
and/or expanding our operations in these countries. For instance, while establishing our operations in
Chile, we were faced with language barriers which were overcome by specifically hiring employees with
fluency in English language and training the employees which have been deployed from India in Spanish
language to facilitate effective communication with customers, authorities and other relevant parties.

24
To the extent that we are unable to effectively manage our international manufacturing and other
operations and related risks, we may be unable to grow or maintain our manufacturing capabilities, sales
and assets, or we may be subject to additional unanticipated costs or legal or regulatory action. As a
consequence, our prospects, business, financial condition and results of operations may be adversely
affected.

Any failure to expand or effectively manage our sales and distribution network, both in India and
overseas, could have an adverse effect on our business, financial condition and results of operations.

We operate on a direct sales model and presently have an in-house sales and distribution network of 18
global and 14 domestic sales offices close to key customers. Further, as of June 30, 2021, we have a sales
and services team, comprising 155 full time employees across the globe. We depend on our regional
sales and marketing teams to interact with potential customers, develop an understanding of their
operations, facilitate development of suitable customized products and over time establish an on-going
relationship with them. Further, our sales and marketing teams are responsible for managing our existing
customers and identifying their additional needs to increase our share of our existing customers’ wallets.
While we seek to retain and hire qualified employees with relevant experience and knowledge of the
local markets where they operate, we cannot assure you our sales and marketing teams will be able to
identify and successfully add new customers or identify additional needs of our existing customers, or
effectively manage our existing sales network.

Moreover, our competitors may engage dealers and distributors who may be more in number as compared
to our employees or have better penetration in the relevant local markets, thereby limiting our ability to
expand our network. Maintaining a network of dealers and distributors may require our competitors to
incur lesser costs as compared to the costs incurred by us for maintaining our sales and distribution
network of employees, which involves costs such as costs of hiring and training employees, completing
local formalities and ensuring compliance with applicable local employment and labour laws, processing
visas or entry permits, paying employment benefits in addition to periodic salaries and developing and
maintaining infrastructure such as office space and equipment. Further, the third-party dealers and
distributors may have a greater ability to promote, sell and market products as compared to our employees
by engaging sub-dealers, retailers and contractors and expanding their network more quickly and
effectively. We may not be able to expand our sales and distribution network at the required pace, or in
response to our competitors and may incur significant compliance and other costs, as discussed above,
for implementing any expansion.

We may be unable to maintain a stable and reliable sales and distribution network at all times or expand
our network in the future, which could adversely affect our business, financial condition and results of
operations.

We are dependent on third party logistic and support service providers for the delivery of raw materials
and finished products and any disruptions in their services including transportation services or a
decrease in the quality of their services may adversely affect our business, financial condition and
results of operations.

We rely on third party logistic and support service providers including for transportation services at
multiple stages of our business activities, including for procurement of raw materials from our suppliers
and for transportation of our finished products from our manufacturing facilities to our customers and
warehousing facilities. We generally use water and road transportation services to meet our transportation
requirements. Our ability to identify and build relationships with reliable transportation partners
worldwide contributes to our growth and successful management of our deliveries as well as other aspects
of our operations.

We typically engage and hire globally recognized service providers through the spot contracts basis
factors including cost, availability and delivery schedules. We invite fresh quotations from the relevant
service providers which are negotiated separately in relation to each spot contract. Accordingly, our
transportation costs may vary and are based on rates that are offered to us from time to time. Our business
is also vulnerable to increased transportation costs or delivery delays due to various factors, including
increase in fuel costs, freight rates, increase in port, road and toll taxes, shipping congestions, damage or
losses of goods in transit, disruption of transportation services because of weather related problems,
strikes, lock-outs, accidents, inadequacies in waterways and road infrastructure, currency fluctuations,
changes in tariff or import policies, political uncertainty or other similar events.

25
We may face transportation risks including damage or losses of goods in transit, delay in deliveries to
our customers etc. due to loss or pilferage, which we may not be able to fully recover from our service
provider or from our insurance coverage. Further, while we adjust freight costs in the cost of products
sold to our customers, we bear transportation risk for the duration of transit. In addition, we may be
required to replace a service provider if its services do not meet our safety, quality or performance
standards or the partner’s non-compliance with applicable laws or if it should unexpectedly discontinue
operations due to reasons beyond its or our control. Any prolonged disruption or unavailability of such
facilities in a timely manner could result in delays or inability to deliver our products to our customers,
or may require us to look for alternative means of transportation which may not be cost or time efficient,
thereby adversely affecting our operations, profitability, reputation and market position.

Our operations and profitability are dependent upon the availability of reliable logistic and support
services in a timely and cost efficient manner and any disruption in these services including transportation
services or increase in their cost may affect our business, financial condition and results of operations.

Our Statutory Auditors have included an emphasis of matter regarding the accounting treatment of
certain equity shares and CCPP in the auditors’ reports on our special purpose interim consolidated
financial statements for the three months period ended June 30, 2021 and the audited consolidated
financial statements for Fiscal 2021 and in the examination report on the Restated Consolidated
Financial Information.

In the examination report on the Restated Consolidated Financial Information and auditor’s report on
special purpose interim consolidated financial statements as at and for the three months period ended
June 30, 2021 and auditor’s report on consolidated financial statements for FY 2021, the Statutory
Auditors have drawn attention to the accounting treatment of certain equity shares and compulsory
convertible participatory preference shares ("CCPP") presented as equity share capital and preference
share capital, respectively and the premium thereon presented under securities premium account in the
Restated Consolidated Financial Information, in accordance with the requirements of the Companies Act,
2013. The Auditor noted that such presentation and measurement is not in accordance with Ind AS 32
‘Financial Instruments: Presentation’ and Ind AS 109 ‘Financial Instruments’ which requires the
presentation of these equity shares, CCPP and the securities premium as a financial liability in its entirety,
given the obligation on the holding company to buy-back these equity shares and CCPP from the holders
and subsequent changes in measurement of financial liability to be recognised in the Restated
Consolidated Statement of Profit and Loss. Further, the relevant disclosures required under Ind AS 107
Financial Instruments: Disclosures’ and under Ind AS 1 'Presentation of financial statements' for these
equity shares and CCPP have not been made in the Restated Consolidated Financial Information in view
of these reasons.

Further, the Statutory Auditors have observed in the notes to the Restated Consolidated Financial
Information that if the equity shares and CCPP were classified and measured as per Ind AS 32 and Ind
AS 109, the total liabilities would be higher by %2,492.21 million for the three months period ended June
30, 2021, $2,390.68 million for Fiscal 2021, 21,821.34 million for Fiscal 2020 and 21,629.89 million for
Fiscal 2019 and profit before tax would be lower by 2101.53 million for the three months period ended
June 30, 2021, 2569.34 million for Fiscal 2021, %191.45 million for Fiscal 2020 and 299.99 million for
Fiscal 2019. The Statutory Auditors have not modified their opinion in this regard. As on the date of this
Prospectus, pursuant to resolutions dated November 10, 2021 passed by our Board and Shareholders,
8,692,281 CCPP held by Wagner Limited were converted to 8,692,281 Equity Shares, For details, see
“Capital Structure- Notes to the Capital Structure — Equity Share capital history of our Company” and
“Capital Structure - Notes to the Capital Structure — Preference Share capital history of our Company”
on pages 79 and 82.

We have voluntarily approached the RBI in relation to certain delays in filing of Form FC-GPR and
Form ESOP by our Company in the past and cannot assure you that these matters will be resolved in
a timely manner.

The Foreign Exchange Management (Transfer or Issue of Security by a Person Resident Outside India)
Regulations, 2000 require a company to report any issuance of shares or convertible debentures in
accordance with these regulations in Form FC-GPR within 30 days of such issuance. Our Company
inadvertently failed to file Form FC-GPR for the issuance of CCPP and bonus shares to Wagner Limited
on May 11, 2011 and October 5, 2013, respectively. We have suo moto filed a compounding application

26
before the RBI on August 6, 2021 and will take necessary steps as the RBI may direct. We received a
letter dated September 8, 2021 from RBI regarding an incremental query on the valuation of bonus shares
issued to Wagner Limited and our Company has submitted its response on September 10, 2021, as
appropriate.

Further, in the past, there have been inadvertent lapses by our Company in relation to RBI related filings
for ESOPs granted on four instances between 2011 to 2015 to certain of our non-resident employees, at
the time. Our Company inadvertently failed to file Form ESOP within 30 days of such ESOP grants in
relation to all ESOP grants during the above mentioned period. Our Company has approached the RBI
and in accordance with guidance from our AD bank, we have initiated the process of sequential
submission of the ESOP forms, with the filing of the first such form on August 10, 2021, which was
rejected for certain technical reasons requiring our Company to make few modifications to the form.
Accordingly, we have resubmitted the first ESOP form with such modifications on September 8, 2021
and the remaining three forms in a sequential manner. The RBI vide its letter dated October 27, 2021 has
acknowledged the aforesaid forms submitted by us subject to the filing of an application by our Company
for compounding of the aforesaid contravention. Accordingly, we have filed a compounding application
before the RBI on November 1, 2021 and will take necessary steps as the RBI may direct.

Pending regularisation of the above delays, which came to our attention during recent review of our
internal records, it is not possible to quantify the extent to which penalty, if any, may materialise on the
Company in this regard, or whether this will be regularised in a timely manner.

Any shortfall or delay in the supply of our raw materials or an increase in our raw material costs, may
adversely affect the pricing and supply of our products and have an adverse effect on our business,
results of operations and financial condition.

Our business depends on our ability to attract and retain third party suppliers of raw material.
Discontinuation of production by these suppliers or a failure of these suppliers to adhere to any delivery
schedule or the required quality or quantity could hamper our production schedule and therefore affect
our business and results of operations. This dependence may also adversely affect the availability of key
materials at reasonable prices thus affecting our margins and may have an adverse effect on our business,
results of operations and financial condition. There can be no assurance that strong demand, capacity
limitations or other problems experienced by our suppliers will not result in shortages or delays in their
supply of raw materials to us.

The predominant raw material used for manufacturing our products is rubber compound, which we
manufacture in India from primary raw materials including carbon black, high grade natural rubber,
polyurethane rubber and styrene-butadiene rubber. Our Company also exports the rubber compound
manufactured by us as an intermediate raw material to our Subsidiaries, Tega Chile and Tega Africa, to
ensure quality consistency in the products manufactured at their manufacturing facilities. Our Company
exported 33%, 18%, 16% and 14% of the total rubber compound manufactured in the three months period
ended June 30, 2021 and in Fiscals 2021, 2020 and 2019, while the remaining quantity was to be used
for our manufacturing operations in India. The other major raw material for manufacturing our products
is reinforcement including wear plates, casting and aluminum which is typically procured separately for
each manufacturing facility. We procure the raw materials required for manufacturing rubber compound,
such as carbon black and polybutadiene rubber, from various suppliers, which comply with our quality
standards and other specifications. For instance, we import the entire quantity of polybutadiene rubber
required by us from two overseas suppliers. Further, in relation to facilities located in India, we presently
rely on suppliers of wear plates from Sweden alone and have recently diversified to engage suppliers in
Germany. Any disruption in the supply from these suppliers may materially affect our production as we
may not be able to engage alternate suppliers that comply with our required quality standards on similar
terms, costs or at all. There can be no assurance that we will be able to successfully diversify the number
of suppliers for these raw materials or achieve an adequate combination of domestic and overseas
suppliers or maintain our arrangements with existing suppliers on the same terms, in a timely manner, at
competitive rates or at all. Further, some of the raw materials we use for our products are generated
synthetically, and may be banned for use in the future, due to perceived potential environmental risks
and adverse effects on human health. For instance, MOCA and hexavalent zinc, each a synthetic material
used by us is not in compliance with the requirements of the Restriction of Hazardous Substances
Directive effected by the members of the European Commission and accordingly banned in certain
countries where we export our products. Any raw materials, which may be banned in the future, for

27
environment, health, safety or public law and policy concerns, would require us to invest significant time
and resources to redesign some or a significant number of our products and seek suitable alternative raw
materials, which we may not be able to procure at competitive rates or at all.

Raw material supply and pricing can be volatile due to a number of factors beyond our control, including
the ability of suppliers to manufacture such raw materials, global demand and supply, general economic
and political conditions, transportation and labour costs, labour unrest, natural disasters, lockdowns and
curfews, competition, import duties, tariffs and currency exchange rates. For instance, prices of crude oil
and petroleum, which are used for producing certain of our raw materials such as carbon black are volatile
and depend on global demand-supply dynamics, as well as domestic output and import volumes and any
increase in their prices would lead to increases in the price of our raw materials. Any significant increase
in raw material costs could result in an increase in our total expenses, which we may not be able to pass
on to our customers, which may in turn adversely impact our financial condition and results of operations.

We are dependent on a few key suppliers of certain raw materials and do not have long term contracts
or exclusive arrangements with these key suppliers. Accordingly, the loss of, or a significant reduction
in supply by, such suppliers could adversely affect our business, financial condition and results of
operations.

We procure certain of our primary raw materials, i.e. carbon black, high grade natural rubber,
polyurethane rubber, styrene-butadiene rubber and wear plates from certain key suppliers which are
established players in India and overseas. Since we are largely dependent on such key suppliers for a
significant portion of raw material procurement, we are subject to several risks, including increases in
cost of the raw materials we procure and reduced control over delivery schedules. We also face the risk
that one or more of our existing suppliers may discontinue their supplies to us. The loss of any one of
our key suppliers or a significant reduction in supply from such suppliers could have a material adverse
effect on our business, financial condition, results of operations and future prospects.

The success of our supplier relationships depends significantly on satisfactory performance by our
suppliers and fulfilment of their obligations. As our primary raw materials such as wear plates are
produced in certain specific technical specifications and grades, we may face difficulty in finding
alternative sources for such raw materials. There can be no assurance that there will not be a significant
disruption in the supply of raw materials currently sourced by us or, in the event of a disruption, that we
would be able to locate alternative suppliers of materials or third party manufacturers of comparable
quality at an acceptable price, or at all, and whether such suppliers, if identified, would be able to make
supplies of raw materials to us in a timely manner, or at all. Although we have not encountered any
significant disruptions in the sourcing and/or supply of our raw materials, we cannot assure you that such
disruptions will not occur.

Additionally, we do not currently have long term contracts or exclusive supply arrangements with any
of our key suppliers and we purchase the raw materials on spot order basis. The failure of our suppliers
to deliver raw material in the necessary quantities or as per the required schedule, of a specified
quality/standard/specification, may adversely affect our production processes thereby giving rise to
contractual penalties or liabilities, loss of customers and/or an adverse effect on our reputation, which
may in turn result in an adverse effect on our business, financial condition and results of operations.

Depreciation of the Indian Rupee and exchange rate fluctuations in currencies in which we do
business or have outstanding borrowings may materially and adversely impact our business, financial
condition and results of operations.

We are exposed to foreign exchange rate fluctuations (mainly in USD, CAD, AUD, EUR, SGD, ZAR,
CLP, GHS, GHC) in respect of (i) revenue from overseas business in foreign denominations; (ii) our
foreign currency denominated borrowings; (iii) currency translation losses for the purpose of preparing
our consolidated financial statements (which are presented in Indian Rupees), on account of our global
operations; and (iv) value of our foreign assets. Revenue generated from external customers from outside
India (i.e. revenue earned in currencies other than INR) was 21,463.21 million (USD 19.86 million),
26,961.18 million (USD 93.94 million), %5,884.52 million (USD 82.82 million) and 25,439.55 million
(USD 77.81 million) in the three months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019,
respectively. Further, for details of our foreign currency risk exposure, see “Restated Consolidated
Financial Information- Annexure V - Notes to the Restated Consolidated Financial Information-Note
40” on page 274.

28
Our revenues, operating expenses and finance costs are influenced by the currencies of those countries
where we manufacture and/or sell our products. The exchange rate between the Indian Rupee and these
currencies, primarily the US$ has fluctuated in the past and our results of operations have been impacted
by such fluctuations in the past and may be impacted by such fluctuations in the future. For example,
during times of strengthening of the Indian Rupee, we expect that our overseas sales and revenues will
generally be negatively impacted. However, the effect of depreciation in the Indian Rupee may not be
sustained or may not show an appreciable impact on our results of operations in any given financial
period due to other variables impacting our business and results of operations during the same period.
Moreover, as the borrowing arrangements availed by certain of our foreign Subsidiaries are foreign
currency denominated, we expect that our cost of borrowing as well as our cost of raw materials and
components incurred by our foreign Subsidiaries may rise during a sustained depreciation of the relevant
foreign currency against the Indian Rupee.

While we seek to pass on all losses on account of foreign currency fluctuations to our customers, our
ability to foresee future foreign currency fluctuations is limited. In relation to our products which are
priced in foreign currencies, the strengthening of these currencies against the Indian Rupee results in
gains and the weakening of these currencies results in losses for our Company. As an effort to mitigate
any significant currency fluctuations, we typically agree to renegotiate/reset prices of our products on a
periodic basis including adjustments on account of currency fluctuations beyond a specified range, which
may vary between customers, depending on terms negotiated with such customers from time to time. The
said permitted adjustments in our prices are generally effected with a prospective effect and may not be
adequate to fully set-off the effect of foreign currency fluctuations, which may result, as earlier
mentioned, in either losses or gains for our Company.

Our Company primarily uses derivatives to hedge its risk against foreign currency balances of
borrowings, trade payables and trade receivables and contract assets. Such exposures are managed within
approved policy parameters utilising foreign exchange forward contracts and options. Further, our
Company also has variable interest rate loan in foreign currency. To manage its risk against interest rate
movements our Company has taken an interest rate swap. Our Company has also entered into derivative
contracts to hedge forecast sales and purchase transactions using forward contracts. However, any action
that we may take and any amounts that we spend or invest in order to hedge the risks to our business due
to fluctuations in currencies may not adequately hedge against any losses and we cannot assure you of
the sufficiency of these procedures or whether the procedures we have in place will be successful in
managing our foreign currency exposure.

The Investor has certain put and buy back options under the Shareholders’ Agreement dated April
29, 2011, as amended (“SHA”)

In terms of the SHA, the Investor has, among others, a right to cause our Company to buy-back certain
put options associated with the equity shares and CCPP held by the Investor if an initial public offering
by our Company is not completed within the prescribed period, in accordance with the terms of the SHA.
Further, in terms of the SHA, the CCPP were to be converted in to an equal number of Equity Shares on
the happening of certain events, including the filing of a red herring prospectus for an initial public
offering by our Company or on a particular date, as mutually agreed between our Company, the Investor
and our Promoters. Consequently, the CCPP have been converted to Equity Shares prior to the filing of
the red herring prospectus by the Company, as disclosed in the section titled, ‘Capital Structure’ on page
79. The rights held by the Investor in relation to the Securities in accordance with the SHA and the details
in relation to the allotment and/or transfer of the Securities to the Investor are disclosed in the sections
titled, “History and Certain Corporate Matters - Shareholders’ Agreements and Other Agreements”
and “Capital Structure” on pages 172 and 79, respectively. There can be no assurance that we will
complete the initial public offering within the prescribed period and if the date of exercising such options
is not mutually extended by the parties, it may require us to buy-back the put options associated with the
Securities in accordance with the SHA. These put and buy-back options have been currently extended by
the parties till December 31, 2021, which may be further extended mutually by the parties. The put and
buy-back options will not survive after the date of allotment of Equity Shares in the Offer as pursuant to
the SHA Amendment Agreement, the SHA shall automatically stand terminated upon the date of
allotment of Equity Shares pursuant to the Offer, as disclosed in “History and Certain Corporate
Matters- Shareholders’ Agreements and Other Agreements” on page 172.

29
10.

11.

Our Company, our Promoters and our Directors are involved in certain legal proceedings, and an
adverse outcome in any such proceedings may adversely affect our business, financial condition and
growth strategy.

Our Company is involved in certain legal proceedings, in the ordinary course of business, which are
pending at varying levels of adjudication at different forums from time to time. As per the Materiality
Policy, all pending litigation involving our Company, our Subsidiaries, our Promoters and our Directors,
other than criminal proceedings, statutory or regulatory actions and taxation matters, are considered
“material” if the monetary amount of claim by or against the entity or person, in any such pending
litigation exceeds 0.5% of the restated consolidated total profit for the year of our Company, as per the
Restated Consolidated Financial Information, for the latest fiscal ie. Fiscal 2021, amounting to 76.82
million, or any such litigation, an adverse outcome of which would materially and adversely affect our
Company’s business, prospects, operations, financial condition or reputation, irrespective of the amount
involved in such litigation. As on the date of this Prospectus, the summary of the outstanding litigations
involving the aforementioned persons/entities are as follows:

 

‘Type of Litigation ‘Number of cases ‘Amount®
(in®
million)
Litigation involving our Company
Criminal litigation 3 2.70
Material civil litigation 3 35.43
Actions by statutory or regulatory authorities iz -
Direct and indirect tax proceedings 24 263.78
Total 32 301.91
Litigation involving our Promoters
Actions by statutory or regulatory authorities 1 -
Direct and indirect tax proceedings 21 22.22
Total 22 22.22
Litigation involving our Directors
Actions by statutory or regulatory authorities 1 -
Direct and indirect tax proceedings 9 271
Total 10 271
Litigation involving our Subsidiaries
Actions by statutory or regulatory authorities 5 -
Total 5 -
Litigation involving our Group Companies”
Nil Nil Nil

“to the extent quantifiable

“This comprises the pending proceedings which may have a material impact on our Company, in accordance with the Materiality
Policy.

“These three criminal complaints have been filed by the Company against Tecpro Systems Lid. under the Negotiable Instruments
Act, 1881. For details, see “Outstanding Litigation and Material Developments- Litigation involving our Company ” on page
355.

Involvement in such proceedings could divert our management’s time and attention, and consume
financial resources. Further, an adverse judgment in these proceedings could have an adverse impact on
our business, results of operations and financial condition. See “Outstanding Litigation and Other
Material Developments” on page 355.

We cannot assure you that any of such proceedings will be settled in our favour or in favour of our
Promoters or Directors, as applicable, or that no additional liability will arise out of these proceedings.

There are outstanding actions by statutory or regulatory authorities against our Company and
Promoters. Any adverse outcome in such proceedings may have an adverse impact on our business,
financial condition, results of operations and cash flows.

There are two outstanding actions by statutory or regulatory authorities against our Company, each of
which have been filed by the Inspector of Factories, Kalyani before the Additional Chief Judicial
Magistrate, Kalyani, Nadia. One of these actions has been filed against one of our Promoters, Mehul
Mohanka, as the then occupier of our manufacturing facility at Kalyani. These outstanding actions allege
violation of certain provisions of the Factories Act, 1948 and the West Bengal Factories Rules, 1958
pursunt to inspection/ enquiry carried out by the Inspector. For details, see “Outstanding litigation and

 

30
12.

13.

Material Developments- Outstanding actions by statutory or regulatory authorities against our
Company” on page 356. There can be no assurance that these legal proceedings will be decided in our
favor or in favor of our Company or our Promoter. In addition, we cannot assure you that no additional
liability will arise out of these proceedings, which may affect our business, results of operations and
financial condition.

 

We export our products to various countries, on account of which we may be subject to significant
import duties or restrictions. Further, unavailability of fiscal benefits enjoyed by us or our inability to
comply with related requirements may have an adverse effect on our business and results of
operations.

Our key overseas markets include North America, South America, Africa, EMER (Europe, Middle East
and Russia) and Asia Pacific. The countries in these regions impose varying import duties on our
products. There can be no assurance that the import duties will not increase or new restrictions will not
be imposed by such countries. Any substantial increase in such duties or imposition of new restrictions
may adversely affect our business, financial condition and results of operations.

Export destination countries may also enter into free trade agreements or regional trade agreements with
countries other than India. Such agreements and alteration of existing tax treaties may lead to increased
competition or may even place us at a competitive disadvantage compared to manufacturers in other
countries. India is also a party to, and is currently negotiating, free trade agreements with several
countries and if we export our products to such countries, any revocation or alteration of those bilateral
agreements may also adversely affect our ability to export. Occurrence of any of these events may
adversely affect our business, financial condition and results of operations. Further, changes in import
policies or an economic slowdown in countries to which we export our products may have a significant
adverse impact on our business, financial condition and results of operations.

Further, the Gol notifies policies providing fiscal benefits on exports and imports from time to time and
any discontinuance or non-availability of such fiscal benefits enjoyed by us or our inability to comply
with related requirements may have an adverse effect on our business and results of operations. For
instance, we enjoyed certain fiscal benefits under the erstwhile Merchandise Exports from India Scheme
(“MEIS”), pursuant to which, we could use duty credit scrips for payment of import duty obligations or
sell such duty credit scrips in the open market to other importers. However, the Ministry of Finance, Gol
has withdrawn MEIS with effect from January 1, 2021 and announced a scheme for remission of duties
and taxes on export products (“RoDTEP Scheme”) for exporters. Under the RODTEP Scheme we are
entitled to benefits from 0.9% to 1.4% as compared to 3% under MEIS. Further, while MEIS was eligible
for exports from SEZs and exports under an advance license, the RODTEP Scheme is not eligible for
such exports. Additionally, we apply for an advance license allowing duty free import of input material
used for our manufacturing activities under the Foreign Trade Policy of India 2015-2020, which imposes
certain export obligations on us. We cannot assure you that we will successfully obtain such a license
every time and/or will subsequently be able to comply with the requirements prescribed thereunder.

The fiscal benefits enjoyed by the Company, on a consolidated basis, on account of export and import
policy during the three months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019 are set out
below.

(in million, where applicable)

 

Har tieec WOM! Yop yesrended  Furyearendel For yearended

Farvieulars poe March 31,2021 © March31,2020 March 31, 2019
June 30, 2021

Revenue from

Operations 1,732.07 8,055.22 6,848.47 6,337.57
Export benefit 9.80 68.36 108.16 111.49
% of Revenue from

Operations 0.57% 0.85% 1.58% 1.76%
Import Benefit 10.42 50.43 50.29 33.04
% of Revenue from

Operations 0.60% 0.63% 0.73% 0.52%

 

We have been unable to locate certain of our historical corporate records.

31
14.

15.

Our Company was incorporated on May 15, 1976 and we have been unable to trace the following
historical records in relation to certain allotments and transfers of Equity Shares in the past:

. Form-2 filed with the RoC in relation to all the allotments of Equity Shares in the period from
February 17, 1977 to January 6, 1981, along with allotments made on September 30, 2004.

. Resolutions passed by the Board and/or the Shareholders of the Company in relation to certain
allotments of Equity Shares in the period from February 17, 1977 to September 30, 2004.

. Certain share transfer forms in relation to transfer of Equity Shares to and by our Promoters.
For details of the above instances of allotments, see “Capital Structure” on page 79.

We have been unable to trace these documents despite conducting a search at our Company’s offices and
the Registrar of Companies and may be unable to obtain copies of these documents in the future to
ascertain details of the relevant transactions. Accordingly, reliance has been placed on opinions obtained
from third party independent source and confirmations provided by our Company in respect of the
missing corporate records and appropriate disclosures have been made in this Prospectus pursuant to the
due diligence of the other relevant corporate records available with our Company including the minutes
of meetings of the Board, register of members, register of transfer of Equity Shares and share transfer
forms in relation to transfer of Equity Shares by and to the Promoters to ascertain the information sought
from the missing corporate records. Further, our Company has, through letter dated July 5, 2021,
preferred a right to information application before the Public Information Officer, Registrar of
Companies, West Bengal requesting the authorities to provide all the Form 2 filings and the certified
copies of documents available with the Registrar of Companies in relation to our Company since its
inception. We received a reply dated July 8, 2021, which was received by us on September 15, 2021
stating that the form filings made by a Company are available on the public domain of the MCA website.
However, all form filings which were made physically prior to 2006 are not available on the MCA
website and accordingly such filings of our Company cannot be retrieved from the MCA website.
Subsequently, our Company through letter dated September 27, 2021, preferred another right to
information application and received response on October 6, 2021 confirming that certain physical Form
2 filings of the Company have been destroyed in accordance with the relevant rules. Further, Aditya
Tiwari & Company, Practising Company Secretary, has conducted an independent search at the RoC
office and submitted a report dated July 14, 2021 to extract the Company’s form filings. While no legal
proceedings or regulatory action has been initiated against our Company in relation to the unavailable
filings as of the date of this Prospectus, we cannot assure you that such proceedings or regulatory actions
will not be initiated against our Company in the future in relation to the missing filings and corporate
records.

Our Company will not receive any proceeds from the Offer for Sale

The proceeds from the Offer for Sale will be paid to the Selling Shareholders. Certain of our Promoters,
Madan Mohan Mohanka and Manish Mohanka and our Shareholder, Wagner Limited are selling Equity
Shares in the Offer and will receive proceeds as part of the Offer for Sale in proportion of their respective
portion of the Offered Shares transferred pursuant to the Offer, Accordingly, our Company will not
receive any proceeds from the Offer for Sale.

We depend on our R&D efforts to improve our existing products and/or introduce new products and
if our efforts do not succeed, our results of operations, growth and prospects may be adversely effected.
Further, any failure to commercialize our new products may adversely impact our business, results of
operations and future prospects.

The development and commercialization of improved and/or new products is complex, time-consuming
and costly, and its outcome is inherently uncertain. Accordingly, we have committed substantial effort,
funds and other resources towards R&D activities. For the three months period ended June 30, 2021 and
Fiscals 2021, 2020 and 2019, we have incurred research and development expenditure on a consolidated
basis aggregating to 29.84 million, 337.52 million, 336.68 million and 242.42 million, respectively.
Further, we currently have 36 personnel in our in-house R&D team and have invested in a customised
software for structural analysis, flow analysis, 3D modelling and product selection. For further details,
see “Business - Research and Development” on page 163. We have developed and commercialized
DynaPrime and Rapido in Fiscal 2018. For details see, “Business- Our product portfolio” on page 149.

32
16.

17.

We cannot guarantee that the improved and/or new products we will introduce in the future will be
successful or will continue to be successful, whether due to factors within or outside of our control, such
as general economic conditions and failure to predict customer demand or understand market
requirements. In the event that such products are unsuccessful, we may lose any or all of the investments
that we have made in developing them, which could have an adverse effect on our business, results of
operations and future prospects.

Further, products developed as a result of our research and development activities will only be profitable
if they can be commercialized. While we have an existing track record of concept to commercialization,
the process of developing new products takes a significant amount of time and investment from the stage
of identification till the launch of the product. The launch of a new product is itself a complex process,
the success of which depends on a wide range of factors, including the production readiness of our
manufacturing facilities and manufacturing processes and those of our suppliers, as well as factors related
to tooling, equipment, employees and initial product quality. If we are unable to bring enough products
to market, or if products are brought to market after competing products are commercialized, our growth
strategy may not be successful, and our business would be adversely affected. For instance, we are
currently working on introducing combination linings in single equipment but cannot assure you that we
will be successful in launching such products and also profitable commercialising their use by our
customers. Further, we also incur costs in obtaining patents for our products and operations. For details
see, “-Our efforts in obtaining and protecting our patents may be costly and unsuccessful, which may
have an adverse effect on our business and results of operations” below.

At any point in time due to either failure or commercial unviability of our product, the research and
development activities related to such product may be suspended or discontinued. Our ongoing
investments in new product launches and research and development for future products could result in
higher costs without a proportionate increase in revenues. There can be no assurance that our expenditure
on research and development activities will yield proportionate results or that commercially viable
products may be developed or launched as a result of such research and development activities.

Our inability to identify and adapt to evolving industry trends, technological advancements, consumer
preferences may adversely affect our business, financial condition and results of operations.

Changes in industry trends or competitive technologies or consumer preferences may render certain of
our products obsolete, standardised or less attractive. Our ability to anticipate changes in industry trends,
technology and customer preferences and to successfully develop and introduce new and enhanced
products to cater to our current and potential customers in a timely manner, is a significant factor in our
ability to remain competitive. For instance, as a response to the industry trend of moving towards the
rubber-metal composite mill in the mining industry, we launched our flagship product, DynaPrime in
2018. However, we may not be able to identify such upcoming industry trends in a timely manner, at all
or respond to such industry trends by launching suitable products.

Customer preferences, especially in many developed markets, appear to be moving in favour of
environmentally friendly technologies such as renewables and electrical cars. These developments may
boost the global demand for copper. Within the Indian market, developments such as allowing
commercial coal mining and the introduction of the Mines and Minerals (Development and Regulation)
Amendment Bill, 2021 may lead to increased mineral production in India (Source: F&S Report). For
more details, see “Industry Overview” on page 108. Our ability to anticipate industry trends, changes in
technology or consumer preferences, successfully predict, develop and bring to market new and
innovative and/or improved products, may have a significant impact on our market competitiveness.
Further, unexpected advances in a given technology in the market or difficulties encountered in
developing a new technology internally, could prevent us from seizing opportunities relating to
technological breakthroughs and as a result could impact our competitive positioning, growth and
profitability. If we are unable to maintain our competitive advantage through innovation or if we do not
sustain our ability to meet customer requirements relative to technology, or acquire new and compelling
products that capitalize upon new technologies in response to consumer preferences, our business,
financial condition and results of operations could be materially adversely affected.

Certain of our immovable properties and machinery in India and overseas are taken on lease by us.

If we are unable to renew existing leases or relocate our operations on commercially reasonable terms,
there may be an adverse effect.

33
18.

Our manufacturing facilities at Kalyani, West Bengal and Dahej, Gujarat, Chile and Australia are located
on land held by us on leasehold basis. As on the date of this Prospectus, we have 37 leasehold immovable
properties located in India and 23 leasehold properties located overseas, including branch offices,
administrative offices, warehouses and guest houses. Our Company has also taken 7 machineries
including forklifts on lease for our operations in India. If we are unable to renew certain or all of these
leases on commercially reasonable terms, we may suffer a disruption in our operations or be unable to
continue to operate from those locations in the future (and may, to that extent, need to revise our raw
material sourcing, product manufacturing and raw material and product inventory schedules and/or incur
significant costs to relocate or expand our operations elsewhere in order to continue to honour our
commitments to our customers).

In addition, the terms of certain of our leases require us (as the lessee) to incur certain repair and
maintenance costs from time to time and to bear utility charges, and include conditions which may restrict
our operational flexibility in certain respects, for instance, requiring us to obtain the lessor’s prior consent
for certain actions (including making significant structural alterations to the factory building, which may
be required if we were to undertake a significant expansion in the future, or for undertaking a corporate
restructuring or to sublet, transfer, assign, charge or mortgage such properties).

Failure to identify suitable premises for relocation of existing properties, if required, or in relation to new
or proposed properties we may purchase, in time or at all, may have an adverse effect on our production
and supply chain, the pace of our projected growth as well as our business and results of operations.

We earn repeat revenues from our customers, specially our marquee customers, on the basis of the
long-term relationships that we have established with them. The loss of any of our long-term marquee
customers or significant reduction in repeat orders from such marquee customers may adversely affect
our business, results of operations and financial condition.

We are dependent on the long-term relationships that we have established with our customers, specially
our marquee customers, as we primarily cater to the after-market products and services needs of our
customers, who are typically in the mining beneficiation industry. The after-market spend for a mining
mill comprises expenses including costs of wear and separation parts, grinding media, power
consumption, liners and other regular operating expenses, which leads to recurring demand and repeat
revenues for us. As a result, 76.28%, 74.29%, 75.43% and 79.72% of our sale of product and services in
the three months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019 resulted from repeat orders
of spares.

Further, the details of the revenue from operations earned from our top 20 customers is set out below.

 

Revenue from operations % of total revenue from operations
Three Three
months months
, period period
Particulars ended ended
June June
30, 30,
2021 FY2021 FY2020 FY2019 2021 + =FY2021 FY 2020 FY 2019
Total (A+B) 894.46 3,626.00 2,896.15 2,174.82 52.75% 46.08% 43.61% 35.40%
A. Spares 535.15 2,680.31 2,181.38 1,740.07 31.56% 34.06% 32.85% 28.32%
B. Conversion 359.31 945.69 714.77 434.75 21.19% 12.02% 10.76% 7.08%

 

If we are unable to maintain constant dialogue with our customers, understand the recurring needs of
their operations or deliver the spares to replace the parts in a timely manner and of a certain quality, we
may not be able to retain our long-term relationship with them and lose their repeat orders to our
competitors. Any significant loss of our repeat orders will impact our order book and limit our ability to
accurately forecast the demand for our products and services. Additionally, we may incur significant
expense in preparing to meet anticipated repeat orders that may not be recovered. Further, if our marquee
customers do not successfully expand or scale-up their mining operations, we may be prevented from
capitalising on new growth opportunities by leveraging our long-term relationship with them.

We seek to leverage our direct sales model and dedicated regional teams to develop long-term

relationships with our more recently acquired customers to gain their repeat business as well. If we are
unable to develop a deep understanding of their after-market needs or develop products and services that

34
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20.

21.

will meet their expectations and requirements, we may not establish a long-term relationship with these
customers, which may adversely affect our prospects and revenue from repeat orders in the subsequent
years. We cannot assure you that we will be able to maintain historic levels of repeat business from our
long-term and/or marquee customers or gain the repeat business of our newer customers, which may
adversely affect our business, financial conditions and revenues from operations.

Activities involving our manufacturing process can be dangerous and can cause injury to people or
Property in certain circumstances. A significant disruption at any of our manufacturing facilities may
adversely affect our production schedules, costs, sales and ability to meet customer demand.

Manufacturing activities by nature may be hazardous. Our business requires individuals to work under
potentially dangerous circumstances or with flammable materials. Despite compliance with requisite
safety requirements and standards, our operations are subject to significant hazards, including:

. explosions;

. fires;

. mechanical failures and other operational problems;

° inclement weather and natural disasters;

. discharges or releases of hazardous substances, chemicals or gases; and
. other environmental risks.

These hazards can cause personal injury and loss of life, catastrophic damage or destruction of property
and equipment as well as environmental damage, which could result in a suspension of operations and
the imposition of civil or criminal liabilities. However, we could also face claims and litigation, in India
or overseas, filed on behalf of persons alleging injury predominantly as a result of occupational exposure
to hazards at our facilities. If these claims and lawsuits, individually or in the aggregate, are resolved
against us, our business, results of operations and financial condition could be adversely affected.

We have significant power, water and fuel requirements and any disruption in supplies could increase
our production costs and adversely affect our results of operations.

We require substantial power, water and fuel for our manufacturing facilities. In particular, power and
fuel costs represent a significant portion of the production costs for our operations. For the three months
period ended June 30, 2021 and FY 2021, FY 2020, and FY 2019, power and fuel expenses costs were
260.61 million, 7213.20 million, 215.30 million and 2210.46 million, constituting 3.50%, 2.65%, 3.14%
and 3.32%, respectively, of our revenue from operations. If power and fuel costs were to rise, or if power
and fuel supplies or supply arrangements were disrupted, our profitability could decline.

If our power sources are disrupted, we may have to rely on captive generators, which may not be able to
consistently meet our requirements or incur additional costs towards sourcing additional power and
steam. The cost of electricity from state electricity boards could be significantly higher, thereby adversely
affecting our cost of production and profitability. Further, if for any reason such electricity is not
available, we may need to shut down our plants until an adequate supply of electricity is restored.
Interruptions of electricity supply can also result in production shutdowns, increased costs associated
with restarting production and the loss of production in progress. Any of the foregoing situations could
adversely affect our production costs and results of operations.

We provide customised products and solutions to our customers and depend on our ability to identify
and understand our customers’ preferences and requirements. Any failure to do so or subsequent
change in our customers’ preferences may adversely affect our cash flow, business and results of
operations.

The success of our business depends to a large extent on our ability to provide customised products
designed to suit the specific needs of our customers rather than providing standardized products by taking
into account multiple characteristics of the application including type of ore, ore size, tonnage, breakage
rate, power or rotational speed, pH, temperature, humidity, size, distribution and trajectory, sound levels
and health and safety standards. Investing in product innovation and customisation involves significant

35
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investment of time and resources towards understanding the requirements of our customers such as
design improvements, cost savings, durability etc. However, there is no assurance that we will be able to
produce the customised product to the satisfaction of the customer, or at all, which may adversely affect
our cash flow, business, financial condition and results of operations.

We dedicate significant time, manpower and financial and other resources to our product customisation
efforts in order to maintain our competitive position. Any or all of the customisations to our products as
requested by our customers may result in changes in product specifications and difficulties in predicting
the time to be taken for the development of a new product. Additionally, enhancements/refinements are
typically complex and are normally elongated over a period of time as they include several phases from
conceptualization to development followed by field testing and trials. Further, the customers may not
purchase our products, customised as per their requirements, to the extent earlier anticipated, or at all,
and may require us to undertake further research and innovation before purchasing our products. As
many of our operating expenses are relatively fixed, such unanticipated change in customer demand or
preference may adversely affect our cash flow, business and results of operations.

The extent to which COVID-19 affects our business, results of operations and financial condition will
depend on future developments, which are uncertain and cannot be predicted.

The COVID-19 pandemic has adversely impacted the global economy. The World Health Organization
declared the outbreak of COVID-19 as a public health emergency of international concern on January
30, 2020 and a pandemic on March 11, 2020. The Government of India announced a nation-wide
lockdown on March 23, 2020 and imposed several restrictions, such as imposing country-wide
lockdowns, as well as restrictions on travel and business operations, which were subsequently relaxed in
a phased manner across the country. Resurgence of COVID-19 in India in April 2021 led to further
lockdowns in various regions of India and temporary closure of businesses. While the lockdowns have
subsequently been relaxed, the scope, duration, and frequency of such measures and the adverse effects
of COVID-19 remain uncertain and could be severe. Similarly, Australia, South Africa and Chile also
imposed certain restriction, including restrictions on movement, travel and business activities which are
relaxed in accordance with the instructions of the relevant authorities in the respective jurisdictions. We
cannot predict when any of the restrictions currently in place will be relaxed or when further restrictions
will be announced.

However, COVID-19 had limited impact on the mills and mining industry, since it was declared as an
essential service in various countries globally. Mines were running continuously since temporary
shutdowns of mines are expensive and therefore there was a resilient demand for critical mill
consumables for its regular operations. In India, as our products are categorised as “essential goods”, we
were able to continue manufacturing operations during the lockdown. Although, we faced a temporary
logistical issues in terms of limited availability of labour, logistics and supply chain constraints. Our
exports and production in our domestic facilities were temporarily disrupted in March-April, 2020.
Further, our plants in Chile, South Africa and Australia remained functional except for a temporary halt
at our plant in South Africa in March-April 2020. For details of the temporary disruption faced by our
manufacturing units, see ‘Business-Impact of Covid’ on page 149.

We have implemented greater safety procedures and requirements at our manufacturing facilities to meet
the relevant government’s requirement on sanitisation, and social distancing. However, due to limited
availability of labour, logistics and supply chain constraints, our manufacturing facilities were initially
operating at sub-optimal capacity utilization but subsequently, our capacity utilization has improved, raw
material suppliers have resumed operations and supply and logistics have become more regular. We have
not terminated any lease deed or laid-off any employees and have not withheld any payments to
employees as a consequence of the COVID-19.

We have assessed the possible impact of COVID-19 and have been largely unaffected until now however,
the scale of the COVID-19 pandemic and the extent to which the local and global community has been
impacted, our quarterly and annual revenue growth rates and expenses as a percentage of our revenues,
may differ significantly from our historical rates, and our future operating results may fall below
expectations. The impact of the pandemic on our business, operations and future financial performance
include, but are not limited to the following:

. our ability to travel, interact with potential customers, pursue partnerships and other business
transactions;

36
23.

. our inability to source key raw materials as a result of the temporary or permanent closure of
the facilities of suppliers of our key raw materials;

. a portion of our workforce being unable to work, including because of travel or government
restrictions in connection with Covid, including stay at home order, which could result in a
slowdown in our operations;

. delays in orders or delivery of orders, which may negatively impact our cash conversion cycle
and ability to convert our backlog into cash;

. inability to collect full or partial payments from customers due to deterioration in customer
liquidity;
. uncertainty as to what conditions must be satisfied before government authorities completely

lift lockdown orders; and

. the potential negative impact on the health of our employees, particularly if a significant number
of them are afflicted by Covid, could result in a deterioration in our ability to ensure business
continuity during this disruption.

Further, we export our products to different geographies globally. The effects of COVID-19 in India and
the geographies we operate in may last for different duration or have different magnitude in different
countries which may make it difficult for us to normalise the operations.

The extent to which COVID-19 impacts our business and results will depend on future developments,
which are highly uncertain and cannot be predicted, such as 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. In addition, we cannot predict the impact that the COVID-19 pandemic
will have on our customers, suppliers and other business partners, and each of their financial conditions;
however, any material effect on these parties could adversely impact us. To the extent that the Covid
pandemic adversely affects our business and operations, it may also have the effect of heightening many
of the other risks described in this section.

We are entitled to certain tax benefits under the Special Economic Zones Act, 2005 (“SEZ Act”) and
other fiscal statutes. These tax benefits are available for a definite period of time, which, on expiry or
if withdrawn prematurely, may adversely affect our business, financial condition, results of operations
and prospects.

We are entitled to claim certain direct tax exemptions or reimbursements on account of our
manufacturing facility in Dahej, Gujarat being situated in SEZs. For instance, we are entitled to
exemptions from (or refunds on account of) the following duties and levies:

. duty on import/domestic procurement of goods for development, operation and maintenance of
SEZ operations; and

. payment of GST for goods brought from a DTA into the SEZ for its authorized operations.

The details of the special tax benefits availed by the Company for the three months period ended June
30, 2021 and Fiscals 2021, 2020 and 2019 are set out below.

(in % million, where applicable)

 

Relevant provisions of the Income Total % of
Fiscal Year Tax Act Total rane Total
801A, 10AA 80JJAA Income
Fiscal 2019 48.49 152.36 1.03 201.88 6,430.13 3.14%
Fiscal 2020 48.86 222.30 0.85 272.01 6,955.42 3.91%
Fiscal 2021 - - 0.85 0.85 8,566.84 0.01%
Three months period ended - - - - 1,793.86 N/A

June 30, 2021

 

For further details, see “Statement of Special Tax Benefits” on page 103. Our profitability will be
affected to the extent that such benefits are not available beyond the periods currently contemplated. Our

37
24.

profitability may be further affected in the future if any benefit under the statute is reduced or withdrawn
prematurely or if we are subject to any dispute with the tax authorities in relation to these benefits.

Further, under the SEZ Act, we are required to maintain positive net foreign exchange earning that is to
be calculated cumulatively for a period of five years from the commencement of our operations carried
out from the SEZs. If we fail to maintain positive net foreign exchange earnings, we would be subject to
penalties as prescribed under the Foreign Trade (Development and Regulation) Act, 1992, including
penalties of up to five times the value of the goods in respect of which contravention is made. In the
event that any adverse development in the law or the manner of its implementation affect our ability to
benefit from these tax incentives, our business, financial condition, results of operations and prospects
may be adversely affected.

Our Statutory Auditors have included certain emphasis of matters in the auditors’ reports on our
special purpose interim consolidated financial statements for the three months period ended June 30,
2021 and our audited consolidated financial statements for the last three fiscal years and in the
examination report on the Restated Consolidated Financial Information. Further, the auditors have
included certain observations in their reporting under Companies (Auditors Report) Order, 2016
(“CARO”)

The examination report on the Restated Consolidated Financial Information and Annexure VI- Statement
of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements as at and for
the three months period ended June 30, 2021 and Audited Consolidated Financial Statements as at and
for the years ended March 31, 2021, March 31, 2020 and March 31, 2019 included therein and the
auditors’ reports on our special purpose interim consolidated financial statements for the three months
period ended June 30, 2021 and audited consolidated financial statements for FY 2019, FY 2020 and FY
2021, to the extent applicable, contain the following emphasis of matters on the following matters:

. In the examination report on the Restated Consolidated Financial Information and auditor’s
report on special purpose interim consolidated financial statements as at and for the three
months period ended June 30, 2021 and auditor’s report on consolidated financial statements
for FY 2021, the Statutory Auditors have drawn attention to the accounting treatment of certain
equity shares and compulsory convertible participatory preference shares ("CCPP") presented
as equity share capital and preference share capital, respectively and the premium thereon
presented under securities premium account in the Restated Consolidated Financial Information,
in accordance with the requirements of the Companies Act, 2013. For details, see “-Our
Statutory Auditors have included an emphasis of matter regarding the accounting treatment
of certain equity shares and CCPP in the auditors’ reports on our special purpose interim
consolidated financial statements for the three months period ended June 30, 2021 and the
audited consolidated financial statements for Fiscal 2021 and in the examination report on
the Restated Consolidated Financial Information.” above.

. In the three months period ended June 30, 2021, the Statutory Auditors have drawn attention to
non-settlement of foreign currency payables as at June 30, 2021 amounting to 25.84 million and
20.47 million outstanding beyond the time period permitted under the Master Direction on
Import of Goods and Services vide FED Master Direction No. 17/ 2016-17 dated January 1,
2016 (as amended), issued by RBI, with respect to Merchanting Trade Transaction (MTT) and
other import dues respectively. Our Company has submitted an application to AD Bank seeking
RBI approval for extension of time for making payment for aforesaid foreign currency payables
other than amount outstanding with respect to MTT, for which approval for making payment
has been sought. This emphasis of matter has been reproduced in the examination report on
Restated Consolidated Financial Information.

. In FY 2020, the Statutory Auditors have drawn attention to the audit report on the consolidated
financial statements of Tega Chile in relation to, i) deferred tax asset arising from accumulated
tax losses, recovery of which will depend on the compliance with the respective business plan
approved by the Board; ii) negative working capital. The Statutory Auditors have not modified
their opinion in this regard. The quantum of such deferred tax as on March 31, 2020 was CLP
2273.885 million (equivalent to 2215.15 million). This Emphasis of matter has been reproduced
in the examination report on Restated Consolidated Financial Information.

38
25.

26.

. In FY 2019, the Statutory Auditors have drawn attention to the audit report on the consolidated
financial statements of Tega Chile in relation to negative working capital and equity deficit,
introducing a significant doubt on the ability of Tega Chile to continue as a going concern. The
Statutory Auditors have not modified their opinion in this regard. This Emphasis of matter has
been reproduced in the examination report on Restated Consolidated Financial Information.

In relation to Tega Chile, the negative working capital reported as on March 31, 2020 and March 31,
2019 was due to its current liabilities exceeding its current assets on account of higher payables which
included payables to certain of our Subsidiaries and also to our Company. As at March 31, 2021, Tega
Chile reported a positive working capital of CLP 1,688.56 (equivalent to 2168.75 million).

Further, the auditor’s have issued a modified opinion on the report on special purpose interim
consolidated financial statements as at and for the three months period ended June 30, 2021, modified
with regard to non-furnishing of comparative figures, which are not being presented in the Restated
Consolidated Financial Information as per the option of not presenting the comparative figures
information availed by the Company as per the SEBI ICDR Regulation. The Restated Consolidated
Financial Information did not require any adjustments for this matter. Our auditors have also included
certain observations in their reporting under the Company (Auditor's Report) Order, 2016. For details,
see “Restated Consolidated Financial Information - Annexure VI to Restated Consolidated Financial
Information” on page 306.

There is no assurance that our audit reports for any future fiscal periods will not contain qualifications,
matters of emphasis or other observations which affect our results of operations in such future periods.
For further details, see, “Restated Consolidated Financial Information” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 207 and 318,
respectively.

Our contingent liabilities could adversely affect our financial condition if they materialise.

As per our Restated Consolidated Financial Information, as of June 30, 2021, our contingent liabilities,
that have not been provided for are as set out in the table below:

(in million, except otherwise stated)

 

Particulars As of June 30, 2021

Disputed Excise duty 14.75
Disputed Service Tax 3.08
Disputed Income Tax 64.54
Disputed sales tax 6.56
Pending finalisation of legal / arbitration proceedings 4.05
The Company stands as surety in connection with General Bond executed by MM 1.50

Aqua Technologies Limited

 

If any of these contingent liabilities materialises, our results of operations and financial condition may
be adversely affected.

One of our Promoters, Nihal Financial Services Private Limited will undergo a corporate
restructuring resulting in, amongst others, a change in its equity shareholding in our Company. We
cannot assure you that the relevant approvals in relation to such corporate restructuring will be
obtained or estimate the time involved in its implementation.

Our corporate Promoter, NFSPL, has filed a scheme of amalgamation dated July 16, 2021 (“Scheme”)
before the National Company Law Tribunal, Kolkata Bench at Kolkata (“NCLT”). Under the Scheme,
NFSPL proposes to undergo a corporate restructuring wherein, i) Marudhar Food and Credit Limited
(“Marudhar’”), presently our Promoter Group entity, will be amalgamated in to NFSPL, on a going
concern basis; and ii) MM Aqua Technologies Limited and Maple Orgtech (India) Limited, each a
subsidiary of NFSPL and presently our Promoter Group entities, will be transferred and de-merged from
NFSPL to M.M. Group Holdings Private Limited, on a going concern basis.

On approval of the Scheme in accordance with applicable law, Marudhar, our Promoter Group entity,
will merge in to NFSPL, our corporate Promoters, on account of which the shareholding of NFSPL in
our Company will rise to the extent of the present shareholding of Marudhar in our Company. As on the
date of this Prospectus, Marudhar holds 1.96% of our shareholding while NFSPL holds 55.14% of our

39
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shareholding and post the approval of the Scheme, the resultant shareholding of NFSPL will aggregate
57.10% of our issued, subscribed and paid-up share capital. For details, see, “Summary of the Offer
Document- Aggregate pre-Offer Shareholding of Promoters, Promoter Group and Selling
Shareholders” on page 18. However, shareholding of our Promoter and Promoter Group, will remain
unchanged, as they will collectively continue to hold an equal number of Equity Shares in aggregate.
Pursuant to an application filed by NFSPL, Marudhar and M.M. Group Holdings Private Limited, the
NCLT passed a corrigendum order dated September 21, 2021 dispensing the requirement of holding
meetings of the shareholders of NFSPL and M.M. Group Holdings Private Limited and meetings of the
unsecured creditors and secured creditors of NFSPL, Marudhar and M.M. Group Holdings Private
Limited. Further, the meeting of the shareholders of Marudhar has been scheduled to be held on
December 15, 2021 subject to completion of the conditions prescribed in the said order. We cannot
estimate the time involved in obtaining the approval of the Scheme from the NCLT and in consequently
transferring the Equity Shares in accordance with the Scheme and accordingly we cannot assure you that
such transfer will be completed prior to the proposed listing of our Equity Shares on the Stock Exchanges.
Further, we cannot assure that the Scheme will be approved within a reasonable time, or at all and the
Company does not have any control over the order to be passed by the NCLT in this regard.

Our efforts in obtaining and protecting our patents may be costly and unsuccessful, which may have
an adverse effect on our business and results of operations.

Patents over our developed products provide exclusivity in the market in which we operate, which is
important for the successful marketing and sale of our products. We have sought, and continue to seek
patents covering a variety of our products in India and globally. As on June 30, 2021, we have been
granted 8 patents in India and overseas including USA, South Africa and Brazil in relation to our
inventions.

The details of our patents registered in India and overseas as on the date of this Prospectus are set out
below.

 

Particulars Patent registration Entity Country of Validity
number registration

Improved screen panel 352307 Company India May 20, 2030

Mosaic liner for chute/ 356469 Company India July 25, 2033

Hopper lining

Improved screen panel 231453 Company India March 27, 2022

and fixing

arrangements therefor

Improved screen panel 9149841 Company United States May 20, 2030

Improved screen panel BR 112012029 345-1 Company Brazil March 20, 2031

Improved screen panel 2012/08604 Company South Africa November 14, 2032

Ceramic chute liner 2015/07279 Company South Africa July 22, 2033

Mosaic liner for chute’ 2016/00190 Company South Africa September 8, 2033

Hopper lining

 

Further, we have submitted 4 applications for registration of certain of our inventions in India, which are
pending before the Office of the Controller General of Patents, Designs and Trade Marks. Third parties
may challenge, seek to invalidate or circumvent our patents and/or patent applications. Our applications
may be opposed, or our competitors may have filed similar patent applications or hold patents relating
to products or processes that compete with those that we are developing or are seeking to protect. We
cannot assure you that we will be granted the patents that we apply for, in a timely manner, or at all.

Although we may defend our patent rights, there can be no assurance that our defence will be successful.
We have initiated certain proceedings, which are currently pending, alleging infringement of our patents
by the respective parties who are manufacturing, using and supplying a product which was identical to
the patented invention of our Company and we cannot assure you that these proceedings will be
determined in our favour. For instance, we have initiated infringement proceedings against certain third
parties, requesting the relevant judicial forums to provide us relief against infringement of our patents
pertaining to screen panel and fixing. Such existing patent litigation and any other challenges to our
Company’s patents in the future may be costly and unpredictable. For details, see “Outstanding
Litigation and other Material Developments - Outstanding material civil proceedings involving our
Company” on page 355. If one or more of our important patented products lose patent protection in
profitable markets due to any reason including expiry of their term of registration, sales of those products

40
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29.

30.

may decline if alternative products become available, and this may have an adverse effect on our business
and results of operations.

We are subject to risks associated with expansion into new geographic markets globally. Any inability
to expand into new geographic markets may adversely affect our growth and future prospects.

Any geographic expansion subjects us to various challenges, including those relating to our lack of
familiarity with consumer preferences, regulations and economic conditions of new markets. Language
barriers, cultural differences, difficulties in staffing and managing such operations, coupled with a
possible lack of brand recognition locally may also affect our ability to expand into newer geographic
markets. The major markets where we are currently expanding our operations include North America,
South America, Australia and South Africa.

Further, depending on the product we market in such new territories, we may also face significant
competition from other players who may already be established in such markets and may have a
significant market share, or from a well-established player. We may not be able to compete effectively
with such players if we are unable to offer competitive products at better price points which appeal to
consumers in such markets. Some of our competitors in such geographies may also have certain
competitive advantages, including access to local knowledge and resources, which may restrict our
ability to increase our market share. By expanding into new geographical markets, we may be exposed
to significant liability, including due to increased compliance costs on account of local laws and
regulations, and may not receive the intended return on our investments. Any inability to enter into new
geographic markets profitably, or at all, could adversely affect our growth, future prospects, financial
condition and results of operation.

We do not have long-term agreements with a majority of our customers. Any changes or cancellations
to our orders or our inability to forecast demand for our products may adversely affect our business,
results of operations and financial condition.

We do not have firm commitments or long-term supply agreements with a majority of our customers and
instead rely on purchase orders. Many of the purchase orders we receive from our customers specify a
price per unit and delivery schedule, and the quantities to be delivered are determined closer to the date
of delivery. However, such orders may be amended or cancelled prior to finalisation, and should such an
amendment or cancellation take place, it may adversely impact our production schedules. As of June 30,
2021, our order book for our products was 23,161.36 million. Our order book typically represents
business that is considered by us to be ‘firm’, although cancellations or unanticipated variations or scope
or schedule adjustments may occur due to unforeseen circumstances. The occurrence of any such events
may lead to in the cancellation of orders or the deferment of revenue, which may adversely affect our
business, results of operations and financial condition.

Additionally, as we do not bind a majority of our customers to any long-term agreements specifying a
certain volume of business required to be transacted between us, our customers may terminate their
relationship with us, with or without cause, with little or no advance notice and without compensation.
Consequently, there is no commitment on the part of the customer to continue to place new purchase
orders with us and as a result, our sales from period to period may fluctuate significantly.

Further, absence of any contractual exclusivity in relation to our business arrangements with our
customers poses a threat on our ability to be able to continue to supply our products to these customers
in the future. If we overestimate demand, we may incur additional raw materials costs and manufacture
a higher of number of products than required. Similarly, if we underestimate demand, we may not procure
sufficient raw material in a timely manner, which could impact our production and delivery schedules.
Any significant inaccuracy in demand forecasting may adversely impact our ability to deliver products
to customers in a timely manner, or at a competitive cost, which may adversely affect our business,
results of operations and financial condition.

We are subject to strict quality requirements and any failure by us to comply with quality standards or
product defect may lead to the cancellation of existing and future orders, reputational risks and
liability claims.

We face an inherent business risk of exposure to product defects and failure to comply with the high
quality standards of our customers. While we test for quality at our quality labs at each manufacturing

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facility, we cannot assure you that all products would meet our quality standards or the high quality
standards imposed by our customers. Additionally, because of the longer useful life of some our products,
it is possible that latent defects might not appear for several years. Further, any stoppage of work for a
mining company results in a significant loss of revenue for such company even in short periods of
stoppages. Accordingly, we may be required to immediately replace products which do not meet the
required quality standards at no cost to our customers or we may lose our customers to our competitors.

We also face potential liability claims in the event that the use of any of our products results in personal
injury or property damage due to equipment failure, work accidents, fire or explosion, if our products are
defective. In the event that any of our products are defective, we may be, amongst others, responsible for
damages relating to any defective products, required to replace, recall or redesign such products, or incur
significant costs to defend any such claims, each of which may have an adverse effect on our reputation,
future orders, business and results of operations.

During Fiscals 2015 to 2017, our customers experienced defects in certain products manufactured at our
manufacturing facility in Dahej, Gujarat. During this period, the defective products constituted 2.07%,
1.70% and 0.86% of our total products manufactured at the manufacturing unit in Dahej, Gujarat for
Fiscals 2015, 2016 and 2017, respectively. In response, we firstly replaced the defective products free of
cost to address the issues that were being faced by our customers. Secondly, in order to prevent any such
product quality related issues in the future, we focussed on improving the manufacturing processes at
our manufacturing facility in Dahej, Gujarat by, amongst others, implementing additional control
procedures and quality standards, increasing the monitoring and audit process and conducting routine
training session for employees. We incurred significant replacement costs as well as costs for
implementing the preventive measures undertaken by us, suffered loss of customer confidence and few
customers, which adversely affected our order book and revenues. We incurred an expenditure of 786.45
million and 220.04 million in FY 2016 and FY 2017 respectively, in replacing the defective products.
We cannot assure you that such product quality related issues will not occur in the future and we can
continue to comply with the quality requirement standards of our customers and result ina liability claims
against us.

While we maintain insurance coverage, including a product liability insurance covering product recall
expenses, product guarantee and financial losses, in keeping with what we believe to be the industry
standard, we cannot assure you that we are sufficiently insured against punitive damage awards. In the
event that any significant product liability, performance improvement or replacement claims are brought
against us, which are not entirely covered by insurance, it may adversely affect our business, financial
condition, results of operations and prospects. Further, despite insurance coverage, in the event of any
future accident or liability involving our products, our customers may delay or withhold payments to us
and/or seek to enforce liability claims against us, and which in turn may, to that extent, diminish our
reputation, making it difficult for us to operate our business and compete effectively, which may
adversely affect our business, financial condition and results of operations.

We have undertaken a joint venture and strategic acquisitions in the past and seek to continue our
inorganic growth strategy in the future. Any such joint ventures, strategic acquisitions or investments
may be difficult to integrate and manage and may expose us to uncertainties and risks, any of which
could adversely affect our prospects, business, financial conditions and result of operations.

We may continue to undertake joint ventures and strategic acquisitions as well as undertake strategic
investments, alliances, partnerships or initiatives, both in India and overseas, to expand our operations,
such as through our acquisitions of Beruc Equipment (now Tega Industries Africa Pty Ltd), South Africa
in 2006 and Acotec S.A (now Tega Industries Chile SpA), Chile in 2011 and Losugen Pty Ltd, Australia
in in 2010. For details, see “History and Other Corporate Matters - Details regarding material
acquisitions or divestments of business/undertakings, mergers, amalgamation, revaluation of assets,
etc. in the last 10 years” on page 172.

These arrangements may require us to incur or assume new debt, expose us to future funding obligations
or integration risks and we cannot assure you that such acquisitions, joint ventures or other such
arrangements will contribute to our profitability. There are no guarantees that we will be able to
successfully integrate any companies or assets we acquire, or that we will realize the strategic and/or
operational benefits that we expect. Moreover, we may expend significant management attention trying
to do so, but may not see the desired results. In addition, there can be no assurance that we will be able
to consummate our expansions, acquisitions or alliances in the future on terms acceptable to us, or at all.

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33.

We have in the past relied on inorganic growth as a part of our growth strategy. We may seek to identify
and complete acquisitions and investments that meet our strategic and financial return criteria. However,
there can be no assurance that going forward, we will be able to identify suitable acquisition or
investment targets and if such targets are identified, we may face several risks, including the following:

. difficulties in arranging adequate financing (whether debt or equity or a combination thereof)
on commercially reasonable terms, to complete our planned investments or acquisitions in the
budgeted time;

. difficulties or delays in obtaining lender consents required under our financing agreements,
prior to undertaking any planned investments or acquisitions;

. potential assumption of unanticipated liabilities and contingencies of the target entity, including
claims from current or former creditors, customers, suppliers, employees and other third parties;

. potential adverse short-term effects on operating results through increased costs or otherwise;

. difficulties or expenses related to retaining key employees and customers critical for the target
entity; and

. unforeseen difficulties in extending disclosure and other internal controls and procedures over

financial and other reporting and in performing the required assessment and remediation at the
newly acquired business.

Further, in the future if such arrangements are severed or disrupted, it would impair our investments and
impact our business, our failure to derive anticipated synergies from such arrangements or integrate
acquisitions into our existing business and operations or identify suitable targets and successfully acquire
or invest in them may adversely affect our prospects, business, financial condition and results of
operations.

Our Joint Venture may not perform its obligations satisfactorily and its interests may differ from ours,
which could have an adverse effect on our business and results of operations.

We currently have a joint venture in India with Hosch (G.B.) Limited, England, which is engaged in
precision conveyer belt cleaning and caters to various industries and we may continue to pursue strategic
alliances in the future. For details, see “Our Business” and “History and Certain Corporate Matters-
Joint Venture” on pages 141 and 179, respectively. The share of restated net profit of Joint Venture
accounted for using the equity method included in our restated profit before tax is 0.34%, 0.31%, 0.26%
and 0.28% of our total income in the three months period ended June 30, 2021 and Fiscals 2021, 2020
and 2019, respectively.

The success of our business collaborations depends significantly on the satisfactory performance by our
joint venture partner and fulfilment of its obligations. If our joint venture partners fail to perform these
obligations satisfactorily, the Joint Venture may be unable to perform adequately or deliver its contracted
products. In such a circumstance, we may be required to make additional investments or become liable
for our partner’s obligations to ensure the adequate performance and delivery of the contracted products,
as we are subject to joint and several liabilities as a member of the Joint Venture. Such additional
obligations could result in reduced profits or, in some cases, significant losses for us. If the interests of
our joint venture partner conflict with our interests or it is otherwise unwilling to fulfil its’ obligations
under our contractual arrangement, our Joint Venture may act in a manner that is contrary to our interests.
Any of the foregoing could have an adverse effect on our business, results of operations, financial
condition, and reputation.

We may not be successful in managing our growth or implementing our strategies, such as increasing
our market penetration and share of customer wallets or growing our product and service offerings,
which may materially adversely affect our business, results of operations and future prospects.

The success of our business depends greatly on our ability to effectively manage our business and
implement our strategies. For details, see “Our Business” beginning on page 141. Even if we have
successfully executed our business strategies in the past, there can be no assurance that we will be able
to execute our strategies on time and within the estimated budget, or that we will achieve an adequate

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return on our investment or maintain current or prospective growth rates. Even if we are able to
implement some or all of the initiatives of our business strategy successfully, our operating results may
not improve to the extent we anticipate, or at all.

Any significant failure to accurately assess new and existing markets, attract new customers and grow
our existing customers’ wallet share, innovate existing products and develop new products, obtain
sufficient financing for our expected capital expenditures, control our input costs, effectively expand,
train and manage our employees, maintain sufficient operational and financial controls or make
additional capital investments to take advantage of anticipated market conditions, may result in our
inability to achieve growth in revenues and profits or maintain such rate of growth in the future. Further,
if we fail to make a proper assessment of the operational risks, credit risks and execution risks associated
with our operations, we may not be able to effectively implement our growth strategies in a profitable
manner, or at all.

Moreover, if we experience extended periods of very rapid growth, we may not be able to manage our
growth effectively with available resources. As we scale up and diversify our operations, we may
additionally not be able to execute our operations efficiently, which may result in delays, increased costs
and lower quality products. If we are unable to execute our strategies effectively, and in a timely and
successful manner, our business, financial condition and profitability will be adversely affected.

Certain of our Subsidiaries have incurred losses in the past and may incur losses in the future which
may have an adverse effect on our reputation, financial condition and results of operations.

Certain of our Subsidiaries have incurred losses in the preceding three Fiscals. The following table sets
forth information on the Subsidiaries that have incurred losses as per the restated financial information
of the respective subsidiaries, converted in INR, in the three months period ended June 30, 2021 and
preceding three Fiscals:

(in million)
Particulars For three months period _ For year ended March 31, _ For year ended March 31, _ For year ended March 31,
ended June 30, 2021 2021 2020 2019
Revenue Profit %of Revenue Profit/ %of Revenue Profit) %of Revenue Profit) % of
from / Total from (Loss) Total from (Loss) Total from (Loss) Total
Operatio (Loss) Revenu Operatio Revenu Operation Revenu Operatio Revenu
a e n e e 1 e
Tega 113.15 7.29 6.44 439.64 0.26 0.06 393.21 (50.69 (12.89) 514.30 (12.33) (2.40)
Industries )
Australia Pty
Ltd
Tega Do - 408 N/A 537 0.23 4.28 157 (6.28) (33631) 1037 1.16 11.19
Brasil
Servicos
Technicos
Lida
Tega - (2.15) N/A 0.00 7339 N/A 0.00 (447) N/A 0.00 (817) N/A
Investment
Ltd
Tega Holding - (6.80) N/A 0.00 (22.77 N/A 0.00 9.18 N/A 0.00 37.04 N/A
Pry Ltd )
Tega 80.76 040 0.50 52962 5556 1049 31852 3.87 1.21 328.79 (1.82) (0.55)
Industries Inc
Tega 219.06 25.79 11.77 513.08 3039 5.92 504.45 11.33 2.25 248.65 (48.17) (19.37)
Industries
Canada Inc
Tega - 0.75 NIA 0.00 (0.11) N/A 0.00 0.03 =N/A 0.00 (0.19) N/A
Investment
SA Pty Ltd
Tega 166.42 0.29 0.17 1,003.35 125.17 1248 717.08 6.41 «= 0.89 763.34 (2.65) (0.35)
Industries
Africa Pty
Ltd
Tega 119.73 (95.82 (80.03) 508.82 1,670.2 328.25 1,162.64 129.48 11.14 1,072.12 (64.45) (6.08)
Holdings Pte 0
Ltd
Tega 294.43 (30.19 (10.25) 1,827.37 227.01 1242 1,401.26 148.80 10.62 1,018.54 (314.60 (30.89)
Industries ) )
Chile SpA”
"Includes consolidated financial information related to Tega Industries Chile SpA and its subsidiaries, Le., Edoctum S.A. and Edoctum Peru SA.

 

 
35.

36.

There can be no assurance that our Subsidiaries will not incur losses in the future which may have an
adverse effect on our business, results of operations and financial condition.

Our business is capital intensive. We may not be able to obtain sufficient capital on terms favourable
to us, or at all, which may hamper our business and our growth.

Our business is capital intensive as we have acquired, expanded and upgraded our manufacturing
facilities. For the three months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019, the additions
to our property, plant and equipment were %64.86 million, 243.29 million, 2237.91 million and 2244.30
million, respectively, which represented 3.74%, 3.02%, 3.47% and 3.85% of our revenue from operations
for the respective periods. Also, provide working capital requirement and our loan base for the same and
mention about the rate of interest The actual amount and timing of our future capital requirements may
differ from estimates as a result of, among other factors, unforeseen delays or cost overruns, unanticipated
expenses, regulatory changes, economic conditions, engineering design changes, weather related delays,
technological changes and additional market developments and new opportunities in the global mineral
beneficiation, mining and bulk solids handling industry.

Our sources of additional capital, where required to meet our capital expenditure plans, may include the
incurrence of debt or the issue of equity or debt securities or a combination of both. Further, our budgeted
resources may prove insufficient to meet our requirements, draining our internal accruals or requiring us
to raise additional capital. If we are required to raise additional funds through the incurrence of debt, our
interest and debt repayment obligations will increase, and could have a significant effect on our
profitability and cash flows and we may be subject to additional covenants, which could limit our ability
to access cash flows from operations. If we are unable to successfully utilise the facilities for which we
have raised additional funds, it will have adverse effect on our business. Any issuance of equity, on the
other hand, would result in a dilution of your shareholding.

In many cases, a significant amount of our working capital is required to finance the purchase of materials
and the performance of manufacturing our products and other work before payment is received from
customers. Our working capital requirements may increase if the payment terms in our agreements
include reduced advance payments or longer payment schedules. These factors may result, or have
resulted, in increases in the amount of, our receivables, short-term borrowings and the cost of availing
such working capital funding. Further, if a significant customer defaults on or delays payment on any
order to which we have invested significant resources, it may affect our profitability and liquidity and
decrease capital resources available to us for other uses, including our obligations under the working
capital facilities granted to us by our lenders as well as our ability to fund payables to our suppliers,
which may further result in reduced availability of raw materials and/or increased raw material costs. If
we are unable to obtain adequate amount of working capital at such terms which are favourable to us and
in a timely manner or at all may also have an adverse effect on our financial condition.

Any failure to compete effectively in the mineral beneficiation and mining industry could have a
material adverse effect on our business, financial condition, results of operations and cash flows.

Any failure to compete effectively in the mill liners industry could have a material adverse effect on our
business, financial condition, results of operations and cash flows. We face competition in India and
overseas in our business, which is based on many factors, including product quality and reliability,
breadth of product range, product design and innovation, technology, manufacturing capabilities, scope
and quality of service, price, product portfolio, business model and brand recognition. We compete with
global competitors to retain our existing business as well as to acquire new business. For details, see
‘Industry Overview- Global Mill Liner Industry” on page 123. Some of our competitors may have
certain advantages, including greater financial, technical and/ or marketing resources, which could
enhance their ability to finance acquisitions, fund international growth, respond more quickly to
technological changes and/ or operate in more diversified geographies and product portfolios. Further,
the industry in which we operate presents significant entry barriers, including customer validation and
approvals, expectation from customers for product innovation, high quality standards and stringent
specifications. As a result, any change in the manufacturer by a customer may require customers to
expend significant time and resources, resulting in the acquisition of customers becoming a long process
Any of these factors could have a material adverse effect on our business, financial condition, results of
operations and cash flows.

In addition, we face increasing competition across our product portfolio. Some of our competitors may

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38.

be able to produce similar or equivalent products at lower costs than we can produce them. Further,
manufacturers that do not currently compete with us could expand their product portfolios to include
products that would compete directly with ours. Accordingly, we may not be able to compete effectively
with our competitors, which may have an adverse effect on our business, financial condition, results of
operations and cash flows.

Climate change and climate change related laws and regulations concerning the mining industry may
adversely impact our operations and markets.

Mining activities are energy-intensive, with power and fuel being significant inputs in the operations of
our customers and there is growing recognition that energy consumption is a contributor to global
warming, greenhouse effects and climate change. The Government of India and a number of
governmental bodies (domestic and international) have introduced or are contemplating regulatory
change in response to the potential impact of climate change. There is also current and emerging
regulation, energy targets and initiatives relating to solar power and wind power that can affect energy
prices. Such regulatory mechanisms may be either voluntary or legislated and may impact our operations
directly or indirectly through customers. In the event that such regulations are enacted and are more
aggressive than the sustainability measures that are currently being undertaken, our customers may
experience significant increases in their costs of operations and in turn reduce their cash flow and/or
revenue. Assessments of the potential impact of future climate change regulation are uncertain, given the
wide scope of potential regulatory change in India and overseas. The potential physical impact of climate
change on our operations and those of our customers are highly uncertain, and will be particular to the
geographic circumstances. These effects may adversely impact the cost, production and financial
performance of our operations.

Further, many of our products use raw materials which creates health, ecological and environmental risks
through its lifecycle of production, use and disposal. Major technological and capital investments may
be needed to keep up with requirements of managing such risks. Legislations may be imposed which
require stringent waste and product management requirements which we may not be able to comply with
across all our production and usage sites. We, our vendors and customers may be adversely impacted by
penalties and fees mandated by various governments and inter-governmental bodies, thus affecting our
operations, business and cash flows.

We depend on our key management team, as well as our mid-to-senior management personnel and
our success also depends on certain of our individual Promoters. If we are unable to attract or retain
such persons, our operations may be adversely affected.

Our business and the implementation of our strategy is dependent upon our key executives, including
our KMPs, who oversee our day-to-day operations, strategy and growth of our business. If one or more
members of our key management team are unable or unwilling to continue in their present positions,
such persons would be difficult to replace in a timely and cost-effective manner. We may need to increase
compensation and other benefits in order to attract and retain personnel in the future and that may affect
our costs and profitability.

In addition, our success in expanding our business will also depend, in part, on our ability to attract,
retain and motivate mid-to-senior management personnel. We may need to increase compensation and
other benefits in order to attract and retain personnel in the future and that may affect our costs and
profitability. These risks could be heightened to the extent we invest in businesses or geographical
regions in which we have limited experience. If we are not able to address these risks, our business,
results of operations and financial condition could be materially adversely affected.

We are also highly dependent on our Promoters to manage our current operations and to meet future
business challenges. In particular, we rely on the experience and industry relationships of certain of our
individual Promoters. For details, see “Our Business” and “Our Promoter and Promoter Group” on
pages 141 and 199, respectively. In particular, the active involvement of our Promoters in our operations,
including through strategy, direction and customer relationships have been integral to our development
and business. Should the involvement of such individual Promoters in our business reduce, or should our
relationship with any of them deteriorate for any reason in the future, our business, financial condition,
results of operations and prospects may be adversely affected.

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Al.

Information relating to the installed capacity, actual production and capacity utilization of our
manufacturing facilities included in this Prospectus are based on various assumptions and estimates
and future production and capacity may vary.

Information relating to the installed capacity, actual production and capacity utilization of our
manufacturing facilities included in this Prospectus are based on various assumptions and estimates of
our management that have been taken into account in the calculation of our installed capacity, actual
production and capacity utilization. Actual production levels and future capacity utilization rates may
vary significantly from the estimated production capacities of our manufacturing facilities and historical
capacity utilization rates. In addition, capacity utilization is calculated differently in different countries,
industries and for the different kinds of products we manufacture. Undue reliance should therefore not
be placed on our historical installed capacity, actual production and capacity utilization for our existing
manufacturing facilities included in this Prospectus. See “Business — Manufacturing Facilities” on page
157.

Our present engineering capabilities and sustained growth depends on our ability to attract and retain
Persons with technical training and expertise, and any failure to attract and retain such persons may
adversely affect our product quality, business and financial condition.

Our ability to provide high quality complex products, customized designs and better service standards to
our customers depends, in part, on our ability to retain and attract persons with technical expertise. Our
global workforce comprised of 1,698 employees (905 permanent and 793 contractual), 1,704 employees
(906 permanent and 798 contractual), 1,693 employees (885 permanent and 808 contractual) and 1,619
employees (885 permanent and 734 contractual) as of June 30, 2021, March 31, 2021, March 31, 2020
and March 31, 2019, respectively. Competition for such personnel is intense and the cost of retaining or
replacing such personnel may affect our profitability. In addition, our strategies for growth have placed,
and are expected to continue to place, increased demands on our management’s and employees’ skills
and resources.

Our future performance would depend on the continued service of such persons with technical expertise
and the loss of any skilled personnel and the inability to find an adequate replacement may impair our
relationship with key customers which may adversely affect our business, financial condition, results of
operations and prospects.

Failure to obtain or renew necessary regulatory approvals, licenses, permits in a timely manner, or at
all, may adversely affect our business and financial condition.

Our operations are subject to extensive government regulation and we are required to obtain and maintain
a number of statutory and regulatory permits and approvals under central, state and local government
rules in the geographies in which we operate, generally for carrying out our business and for our
manufacturing facilities. For details of material approvals relating to our business and operations, see
“Government and Other Approvals” on page 359.

A majority of these approvals are granted for a limited duration and require timely renewal. Some of
these approvals have expired and we have either made or are in the process of making an application for
obtaining the approval for its renewal. Further, while we have applied for some of these approvals, we
cannot assure you that such approvals will be issued or granted to us in a timely manner, or at all. If we
do not receive such approvals or are not able to renew the approvals in a timely manner, our business
and operations may be adversely affected. We are also required to make payments pursuant to statutory
requirements. There can be no assurance that delays will not occur in making such payments in the future
and that the relevant authority will not initiate actions against us for such delays.

The approvals required by us are subject to numerous conditions and we cannot assure you that these
would not be suspended or revoked in the event of non-compliance or alleged non-compliance with any
terms or conditions thereof, or pursuant to any regulatory action. If there is any failure by us to comply
with the applicable regulations or if the regulations governing our business are amended, we may incur
increased costs, be subject to penalties, have our approvals and permits revoked or suffer a disruption in
our operations, any of which could adversely affect our business. In addition, these registrations,
approvals or licenses are liable to be cancelled or the manufacture or sale of products may be restricted.
In case any of these registrations, approvals or licenses are cancelled, or its use is restricted, then it could
adversely affect our results of operations or growth prospects.

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43.

There has been an instance in the past where there were certain discrepancies in relation to certain
statutory filings and corporate records of our Company and we cannot assure you that such
inadvertent discrepancies will not occur in the future.

There has been a discrepancy in relation to the statutory filing and records required to be made with the
RoC with respect to the appointment of one of our erstwhile Directors, Dhiraj Poddar. Dhiraj Poddar was
appointed as a nominee director of Wagner Limited on our Board on May 11, 2011, in accordance with
the Shareholders Agreement. However, the Form 32 filed in relation to his appointment inadvertently
categorised him as a ‘Non-executive- Independent Director’. Pursuant to our Shareholders’ resolutions
dated August 7, 2021 to clarify his position as a nominee director on our Board and our Company has
filed a Form MGT-14 to rectify the records maintained by the Registrar of Companies. While our
Company intends to rectify the Form-32/DIR-12 filing in this regard, we are currently coordinating with
the office of the Registrar of Companies to initiate the process in this regard and cannot assure you that
a rectified Form-32/DIR-12 will be filed in a timely manner, or whether the RoC may direct any other
penalty or censure in this matter.

Further, our Director, Syed Yaver Imam, who was designated as an Executive Director for the period
from July 19, 2005 to May 31, 2019 and is currently an Executive Director on our Board, has in the past
been designated as a Non-executive director on our Board from June 1, 2019 to March 31, 2021. Our
Board has redesignated him as an Executive Director with effect from April 1, 2021, in accordance with
applicable law. Our Company has filed a Form DIR-12 for his change in designation.

We are subject to various laws and regulations in jurisdictions where we operate, including
environmental and health and safety laws and regulations, which may subject us to increased
compliance costs, which may in turn result in an adverse effect on our financial condition.

In accordance with the locations of our manufacturing facilities, we are required to comply with Indian
central, state and local laws, as well as the laws of the foreign jurisdictions where our manufacturing
facilities are located specifically relating to the protection of the environment and occupational health
and safety, including those governing the generation, handling and disposal of, or exposure to,
environmental pollutants, discharge of waste or hazardous materials and controlling the emissions
resulting from our manufacturing processes. For details of the regulations applicable to our
manufacturing facilities in India, see “Key Regulations and Policies in India” beginning on page 167.

If we fail to comply with such laws and regulations, we could be subject to significant fines, penalties,
costs, liabilities or restrictions on operations. Environmental and occupational health and safety laws and
regulations, and the interpretation and enforcement thereof, are subject to change and have become
stricter over time, in India and internationally. We are also subject to laws requiring the clean-up of
contaminated property. Under such laws, we could be held liable for costs and damages relating to
contamination at our facilities and at third party sites to which these facilities send waste material.

While we are not aware of any outstanding material claims or obligations, we may incur substantial costs,
including clean up or remediation costs, fines and civil or criminal sanctions, and third-party property
damage or personal injury claims, as a result of violations of or liabilities under environmental or health
and safety laws or non-compliance with approvals obtained by us in relation to our manufacturing
facilities, any of which may adversely affect our business, financial condition and results of operations.
Previously, the Gujarat Pollution Control Board had raised concerns regarding the discharge of effluents
from our manufacturing facility located at Dahej, Gujarat and consequently suspended the power supply
to our facility. While these concerns were later resolved in our favour, to minimize future risk and
disruptions of our operations, we commissioned an effluent treatment plant, incurring additional costs.

In addition, our customers are mining companies, whose operations are geographically diverse and
subject to or affected by stringent regulations in the jurisdictions where they operate, such as applicable
environmental and health and safety laws and regulations. As a result of changes in regulations and laws
relating to their activities, our customers’ operations may be disrupted or curtailed. The cost of
compliance with such laws and regulations may also induce certain customers to limit certain operations
or discourage them from developing new opportunities. As a result of these factors, demand for our
products may be negatively affected by regulations adversely impacting the industries and geographies
in which our key customers operate.

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We may become subject to more stringent labour laws or other industry standards, which may increase
our compliance costs and adversely affect our profitability, business, results of operations and
financial condition.

We are subject to a number of stringent labour laws, both in India and the foreign jurisdictions where our
manufacturing facilities or operations are located. India has stringent labour legislation that protects the
interests of workers, including legislation that sets forth detailed procedures for dispute resolution and
employee removal, establishment of unions and legislation that imposes financial obligations on
employers upon retrenchment and periodic revisions to minimum wage. For details of the labour laws
applicable to our Company in India, see ‘Key Regulations and Policies’ on page 167 of this Prospectus.
Several labour laws in relation to establishment of unions, pension provisions, employment benefits,
termination of employment are applicable, particularly to our operations in Chile, Australia and South
Africa where our manufacturing facilities are located and we are required to comply with these
legislations, obtain relevant approvals/ registrations and make periodical filings before the relevant
authorities in these jurisdictions. If we or our Subsidiaries, as applicable, are unable to comply with such
labour laws or maintain necessary approvals required for our continued operations, this may have
consequences, such as operations that may be limited or suspended to that extent, which may have an
adverse impact on our business and results of operations. Recently, the Government of India enacted the
Code on Wages, 2019, the Occupational Safety, Health and Working Conditions Code, 2020 and the
Industrial Relations Code, 2020, all of which will be brought into force on a date to be notified by the
Central Government. For details, see “Key Regulations and Policies in India” beginning on page 167.
These codes propose to subsume several existing laws and regulations in India and we cannot assure you
that these codes will not impose more stringent or additional compliance requirements on us, which may
increase our compliance costs and adversely affect our profitability. Further, we may be subject to
changing judicial interpretation of the relevant statutes, which may adversely affect our cash flows and
profitability. For instance, the Supreme Court of India in a recent judgment has upheld the circular dated
March 20, 2019 issued by the Employees’ Provident Fund Organisation, which excludes certain
allowances from the definition of ‘basic wages’ of the relevant employees for the purposes of determining
contribution to provident fund under the EPF Act and while we typically assess the impact of such
developments on our operations and expenses, we cannot assure that we will not be adversely affected
by such developments in the future. For details, see ‘Restated Consolidated Financial Information’ on
page 207.

We are also subject to international, federal, state and local laws and regulations, in all jurisdictions
where we have operations, governing our relationships with our employees, including those relating to
minimum wage, overtime, working conditions, hiring and firing, non-discrimination, work permits and
employee benefits. If labour laws become more stringent or are more strictly enforced, it may become
difficult for us to maintain flexible human resource policies, discharge employees or downsize, any of
which could have an adverse effect on our business, results of operations and financial condition.

We may not meet our obligations, including financial and other covenants under our debt financing
arrangements, which could adversely affect our cash flows, business, results of operations and
financial condition.

As on September 30, 2021, our total secured borrowings from banks amounted to 21,739.41 million
(secured borrowings are not inclusive of non-fund based working capital facilities), comprising 97.57%
of our total debt. Our unsecured borrowings from banks amounted to amounted to 243.35 million,
comprising 2.43% of our total debt, as on September 30, 2021. Our debt equity ratio was 0.29, 0.31, 0.53
and 0.53 as of June 30, 2021, March 31, 2021, March 31, 2020 and March 31, 2019, respectively. For
details, see “Financial Indebtedness” and “Restated Consolidated Financial Information — Annexure
V - Note 41” on pages 314 and 262, respectively. Certain of our borrowing are foreign currency
denominated, mainly in USD. For risks in this regard, see “-Depreciation of the Indian Rupee and
exchange rate fluctuations in currencies in which we do business or have outstanding borrowings
may materially and adversely impact our business, financial condition and results of operations.”
above.

Our leverage has several important consequences, including the following:
. A portion of our cash flow from operations will be used towards repayment of debt, which will

reduce the availability of cash to fund working capital requirements, capital expenditures,
acquisitions and other general corporate purposes.

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. As on September 30, 2021, we had total long term secured borrowings of %945.87 million.
These borrowings are secured, inter alia, through a charge by way of hypothecation on our
present and future current assets and fixed assets as well as through mortgage on our land and
building in favour of the lenders. For instance, as on March 31, 2021, all our assets in India are
hypothecated or mortgaged, in favour of our lenders or security trustee, as applicable. Vehicle
loans is secured by hypothecation of vehicle purchased. This may constrain our ability to raise
incremental financing in the future, at commercially reasonable terms. While there have not
been any instances in the past of enforcement of security interests owing to an event of default
in relation to any properties mortgaged by us in favour of our lenders under any of our financing
agreements, which have restricted our ability to operate our business at such locations, in the
event of enforcement of an event of default in connection with such secured borrowings (which
is not waived or cured) in the future, our ability to continue to operate our business at such
locations may be restricted.

. Fluctuations in interest rates may affect our cost of borrowing, as all or a substantial part of our
borrowings is at floating rates of interest. For details, see “-We are subject to risks arising from
interest rate fluctuations, which could adversely affect our results of operations planned
expenditures and cash flows.” below.

In particular, our financing agreements require us to maintain certain financial ratios including debt-
equity ratio, and to obtain the consent of, or to intimate, our lenders for certain actions including:

. effecting any change in the ownership or control of our Company;

. effecting any change in the capital structure of our Company or any amendments to our
Memorandum of Association or Articles of Association;

. effecting changes in the shareholding pattern of the Company, including shareholding of the
promoters;

. entering into any schemes of mergers, amalgamations, compromise or reconstruction,
acquisition;

. expansion of our business by way of capex expenditure, acquisition, investment or and other
arrangements;

. undertaking any guarantee obligation on behalf of any other person;

. declaring and paying dividend in the event our Company defaults or delays in debt repayment

of any of the lenders or upon the occurrence of any event of default;

. utilization of funds for any other purpose other than for which approval has been granted or
agreed to be granted;

. approaching capital market for mobilizing additional resources either in the form of debt or
equity;

. changing the general nature of the business of our Company; and

. effecting any change in management structure or composition of our Company.

Our Company has applied to its lenders and received all consents in relation to the Offer. Our failure to
comply with financial or restrictive covenants or periodic reporting requirements or to obtain our lenders’
consent to take restricted actions in a timely manner or at all may result in the declaration of an event of
default by one or more of our lenders, which may accelerate repayment of the relevant loans or increase
applicable interest rates or cause the termination of our credit facilities or lead to the exercise of rights to
convert the outstanding amounts into Equity Shares, or trigger the invocation of security under our
financing arrangements or cross-defaults under certain of our other financing agreements.

An event of default may also affect our ability to raise additional funds or renew maturing borrowings to
finance our existing operations and pursue our growth initiatives. The termination of, or declaration or

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enforcement of default under, any financing agreement (if not waived or cured) may have an adverse
effect on our cash flow, business, financial condition, results of operations and prospects.

Any failure to protect our intellectual property rights could adversely affect our competitive position,
business, financial condition and results of operation. Further, if we inadvertently infringe on the
intellectual property rights of others, our business and results of operations may be adversely affected.

We believe that our intellectual property rights, which are a combination of patents and trademarks are
vital to our competitiveness and success and for us to attract and retain our clients and business partners.
MP

Our Company has registered our name and/or logo, «bega” in 12 foreign jurisdictions including, the
European Union, Canada, South Africa, Chile, and Australia with the relevant trademark registration
authorities in such jurisdictions. In India, as on date of this Prospectus, our Company and Losugen have
registered 98 trademarks with the Registrar of Trademarks under the Trademarks Act. Further, our
Company has been granted 8 patents in India under the Patents Act, 1970 and in certain foreign
jurisdictions including USA, South Africa and Brazil under their respective legislations. For details of
our intellectual property, see “Business — Intellectual Property” on page 165. We cannot guarantee when
our existing trademarks and patents expire, we will be able renew them in a timely manner, or at all.

We may not be able to safeguard our intellectual property from infringement or passing off, both
domestically and internationally, since we have operations in several countries and may not be able to
respond to infringement or passing off activity occurring without our knowledge in a timely manner, or
at all. Any improper use or infringement by any party may damage our business prospects, reputation
and goodwill and reduce our revenue. The competitive advantage that we derive from our intellectual
property may also be diminished or eliminated. Further, enforcement of any intellectual property rights
could be time consuming and costly and a favourable outcome cannot be guaranteed. For risks in relation
to our patents, see, “-Our efforts in obtaining and protecting our patents may be costly and
unsuccessful, which may have an adverse effect on our business and results of operations.” above.

We also rely on technical knowledge, product information, industry data, manufacturing expertise and
market “knowhow” that cannot be registered and is not subject to any confidentiality or nondisclosure
clauses or agreements. If such know-how is leaked to third parties, this could erode our competitive
advantage. Our trade secrets may become known or independently developed by our competitors, and in
such cases, we may no longer enjoy the exclusive use of some of our innovations or maintain the
confidentiality of information relating to our products. Additionally, we may face claims for breach of
intellectual property by third parties. If we are subject to any adverse rulings or decisions, our
manufacture and sale of such products could be significantly restricted or prohibited and we may be
required to pay substantial damages or on-going licensing fees. If we are unable to protect our intellectual
property and technical knowledge against third party infringement or breaches of confidentiality, or are
found to infringe on the intellectual property rights of others, it could have a material adverse effect on
our business, results of operations and financial condition.

One of our manufacturing facilities is operated on industrial land allotted to us by industrial
development corporation of West Bengal. Failure to comply with the conditions of use of such land
could result in an adverse impact on our business and financial condition.

Our manufacturing facility located at Kalyani, West Bengal is operated on industrial land allotted to us
by the West Bengal Industrial Infrastructure Development Corporation. Under the terms of the lease
agreement dated March 24, 1977, we have been granted a lease for a period of 99 years subject to
compliance with certain ongoing conditions. Further, according to the various statutory rules under which
the development corporation functions, it retains the power to cancel allotment of land in the event of
breach of any rules of allotment. Cancellation of the land allotted by way of lease to us could have an
impact on our financial condition which could adversely impact our results of operations and financial
condition

There are several restrictions on SEZs and underlying SEZ land in India, which may adversely affect
our facility located in Dahej, Gujarat.

Our facility located in Dahej, Gujarat is situated in a special economic zone (“SEZs”) and the lease for

this premise, therefore, restricts our ability to use the location to manufacture products for domestic sales
(e., other than for exports) or to undertake any new line of business. Under the prevailing law governing

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SEZs in India, the land area in an SEZ may be demarcated into a processing area for setting up units for
manufacture of products or provision of services, or an area exclusively for trading or warehousing
purposes, or a non-processing area for other activities. The lease period for space in the processing area
or the free trade and warehousing zone within an SEZ has to be for a minimum period of five years.
Moreover, the developer cannot remove goods from the SEZ to the domestic tariff area (“DTA”) without
permission from the relevant authority and, where applicable, certain duties are to be paid for clearance
of goods in DTA. There are also certain restrictions on transfer of SEZ units, including the requirement
to obtain the approval of the relevant authority for any proposed sale or transfer of an SEZ unit.

Further, the approvals received by us to develop, operate and maintain the SEZs are subject to us fulfilling
certain conditions, including compliance with environmental safety standards, applicable standards
relating to planning, sewage disposal, pollution control, labour laws and execution of certain guarantees.
In the event we are unable to comply with the restrictions under the laws governing SEZs in India, our
rights to use our units demarcated as SEZs may be suspended or withdrawn and the guarantees provided
by us may be invoked against us as a penalty, which may in turn adversely affect our business, financial
condition, results of operations and prospects.

In the event that regulatory authorities allege non-compliance of the Special Economic Zones Rules,
2006 and subject us to regulatory action for any reason in the future, we may be subject to consequences
including penalties or seizure of land. Any such action or any changes to the SEZ regime may adversely
affect our business, financial condition, results of operations and prospects.

We use contract labour at our manufacturing facilities and for carrying out certain of our ancillary
operations and any failure to meet our obligations in relation to such contract labour could have an
adverse effect on our results of operations and financial condition.

In order to retain flexibility and control costs, our Company engages contract labour for our
manufacturing facilities and certain other operations such as administration and sales. As on June 30,
2021, we engaged 793 contractual workforce. If we are unable to obtain the services of skilled and
unskilled workmen at reasonable rates it will have an adverse effect on our business and results of
operations. In addition, our manufacturing process is dependent on a technology-driven production
system and any inability of the contract labourers to familiarize themselves with such technology could
adversely affect our business, financial condition, result of operations and cash flows.

Although our Company does not engage these labourers directly, we may be held responsible for any
‘wage payments to be made to such labourers in the event of default by such independent contractors.
Any requirement to fund their wage requirements may have an adverse impact on our results of
operations and financial condition. In addition, under the Contract Labour (Regulation and Abolition)
Act, 1970, as amended, we may be required to absorb a number of such contract labourers as permanent
employees. Thus, any such order from a regulatory body or court may have an adverse effect on our
business, results of operations and financial condition.

Our operations at our manufacturing facilities are labour intensive and certain of our employees are
affiliated to trade unions. We may be adversely affected by work stoppages, strikes or other types of
conflicts with our employees in the future which may adversely impact our business and financial
condition.

Our manufacturing activities are labour intensive, require our management to undertake significant
labour interface, and expose us to the risk of industrial action. Employees at our manufacturing facilities
at Dahej, Gujarat, Chile, South Africa and Australia are affiliated with labour unions and have submitted
their respective charter of demands with us and we have entered into a memorandum of settlement with
the employees at both our manufacturing facilities at Samali and Kalyani, West Bengal. Employees at
our manufacturing facility at Dahej, Gujarat are affiliated with the Federation of Labour, Bharuch since
May, 2019 and established a second labour union in August, 2020 which has submitted a charter of
demands with us. We contested the registration of the second labour union before the Assistant
Commissioner of Labour, Bharuch on the grounds that both unions have the same members and
accordingly cannot submit two separate charters of demands to our Company. The matter was referred
to the Labour Court, Bharuch and was adjudicated in our favour. We cannot assure you that we will not
be subject to such further demands and proceedings due to the actions of the labour unions established
by our employees at all or any of our manufacturing facilities. Thus, it may be difficult for us to maintain

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flexible labour policies, and we may face the threat of labour unrest, work stoppages and diversion of
our management's attention due to union intervention.

Our operation may be affected by work stoppages, strikes or other types of conflicts with our employees.
Further, we cannot ensure that our employees will not unionize in the future. Any such event, at our
current facilities or at any new facilities that we may commission or acquire in the future, may adversely
affect our ability to operate our business and serve our customers and impair our relationships with key
customers and suppliers, which may adversely impact our business and financial condition.

Failure or disruption of our IT and/or ERP systems, or cybercrimes or similar disruptions, may
adversely affect our business, financial condition, results of operations and prospects.

We have implemented various information technology (“IT”) and/or enterprise resource planning
(“ERP”) solutions to cover key areas of our operations. Further, we are dependent on technology in
relation to customer order management and dispatches, production planning and reporting,
manufacturing processes on the shop floor, financial accounting and scheduling raw material purchase
and shipments. We rely on our IT infrastructure to provide us with connectivity and data backup across
our locations and functions. While the ERP solutions that we have implemented have enabled us to
improve our working capital cycles, we can provide no assurance that we will be able to do so in the
future.

We have taken measures to deploy adequate IT disaster management systems including data backup and
retrieval mechanisms, in all our facilities. However, any failure or disruption in the operation of these
systems or the loss of data due to such failure or disruption (including due to human error or sabotage)
may affect our ability to plan, track, record and analyze work in progress and sales, process financial
information, manage our creditors, debtors and hedging positions, or otherwise conduct our normal
business operations, which may increase our costs and otherwise adversely affect our business, financial
condition, results of operations and prospects.

In addition, our systems and proprietary data stored electronically may be vulnerable to ransomware
attacks, computer viruses, cybercrime, computer hacking and similar disruptions from unauthorized
tampering. If such unauthorized use of our systems or those of our customers were to occur, data related
to our customers, products, product development pipeline, payment systems and other information could
be compromised.

Our growth depends upon our reputation and market perception and any failure to maintain, protect
and enhance our reputation may have an adverse effect on our sales, profitability and the
implementation of our growth strategy.

We believe that our reputation and market perception are among our important assets. Any adverse
change in the quality of products rendered by us including due to reasons beyond our control, or
allegations of defects, even when false, at any of our manufacturing facilities could result in complaints
from our customers and tarnish our reputation. For details, see “-We are subject to strict quality
requirements and any failure by us to comply with quality standards or product defect may lead to the
cancellation of existing and future orders, reputational risks and liability claims.” above.

Over time, our range of products such as DynaPrime, DynaSteel, Rapido have established a reputation
amongst our customers and consequently a majority of our new customers and mill sites are those that
have been referred to us by our existing customers by way of word of mouth appreciation. We believe
that maintaining our reputation is necessary to continue to attract and retain customers. Furthermore, a
market perception that our products and/or services are not satisfactory to our customers, even if factually
incorrect or based on isolated incidents, could damage our reputation, diminish the value of our products,
undermine the trust and credibility we have established and have a negative impact on our ability to
attract and retain customers and could adversely impact our our sales, profitability and the
implementation of our growth strategy.

The success of our business and operations are dependent upon certain quality accreditations which

are valid for a limited time period. An inability to renew such accreditations in a timely manner, or at
all, may adversely affect our business and prospects.

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We have been awarded the Integrated Management System (IMS) certification by SGS India Limited,
and are now certified for three management systems, which are: Quality Management System (QMS) —
ISO 9001:2015 (India, South Africa), Environment Management System (EMS) — ISO 14001:2004
(India) and Occupational Health & Safety Management System (OHSMS) — OHSAS 18001:2007 (India).
Receipt of certifications and accreditations under the standards of quality is important for the success and
wide acceptability of our products. If we fail to comply with the requirements for applicable quality
standards, or if we are otherwise unable to obtain or renew such quality accreditations in the future, in a
timely manner, or at all, our business and prospects may be adversely affected.

This Prospectus contains information from industry sources including the industry report
commissioned from Frost & Sullivan, which has been paid by us and prepared for the specific purpose
for this Offer. Prospective investors are advised not to place undue reliance on such information.

This Prospectus includes information derived from third party industry sources and from a report
commissioned by us titled “Global Market Assessment — Select Mineral Processing Equipment” dated
October 12, 2021 prepared by Frost & Sullivan (“F&S Report”), pursuant to an engagement with our
Company dated April 9, 2021. We cannot guarantee the accuracy, adequacy or completeness of any
information in the Report and other information under “Industry Overview” on page 108. Moreover, the
industry sources including the F&S Report contains certain industry and market data, based on certain
assumptions.

Further, the F&S Report uses certain methodologies for market sizing and forecasting. There are no
standard data gathering methodologies in the markets in which we operate, and methodologies and
assumptions vary widely among different industry sources. Such assumptions may change based on
various factors. We cannot assure you that such assumptions are correct or will not change and,
accordingly, our position in the market may differ from that presented in this Prospectus.

Further, the Report or any other industry data or sources are not recommendations to invest in our
Company. Prospective investors are advised not to place undue reliance on the F&S Report or extracts
thereof as included in this Prospectus, when making their investment decisions. See “Certain
Conventions, Use of Financial Information and Market Data and Currency of Presentation” and
“Industry Overview” on pages 12 and 108, respectively.

Our Promoters and Promoter Group will continue to retain control over our Company after
completion of the Offer, which will allow them to influence the outcome of matters submitted for
approval of our Shareholders.

The aggregate pre-Offer shareholding of our Promoter and Promoter Group, as on the date of this
Prospectus is 85.17% of the pre-Offer issued, subscribed and paid-up Equity Share capital of our
Company. Consequently, our Promoter and Promoter Group will continue to exercise significant control
over us after completion of the Offer, including being able to determine matters requiring Shareholders’
approval or approval of our Board of Directors.

Our Promoter and Promoter Group may take or block actions with respect to our business, which may
conflict with our interests or the interests of our minority Shareholders. By exercising their control, our
Promoter and Promoter Group could delay, defer or cause a change of our control or a change in our
capital structure, delay, defer or cause a merger, consolidation, takeover or other business combination
involving us, discourage or encourage a potential acquirer from making a tender offer or otherwise
attempting to obtain control of us even if such actions may be beneficial for the Company. For details,
see “Capital Structure” on page 79.

We are subject to risks arising from interest rate fluctuations, which could adversely affect our results
of operations planned expenditures and cash flows.

As of June 30, 2021, 96.57% of our borrowings was at floating interest rates while 3.43% of our
borrowings was at fixed interest rate. Further 49.72% of borrowings under floating interest rate are
hedged against interest rate risks. If the interest rates of our existing or future borrowings, availed by
our Company or our Subsidiaries, increases significantly, our cost of funds will increase. A further
increase in interest rates may have an adverse effect on our results of operations and financial condition.
While we could consider refinancing the loan or hedging interest rate risks in appropriate cases, there
can be no assurance that we will be able to do so on commercially reasonable terms or at all, that our

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counterparties will perform their obligations, or that these agreements, if entered into, will protect us
adequately against interest rate risks. Further, if such arrangements do not protect us adequately against
interest rate risks, they would result in higher costs.

We have entered into transactions with related parties. These or any future related party transactions
may potentially involve conflicts of interest and there can be no assurance that we could not have
achieved better terms, had such arrangements been entered into with unrelated parties.

We have, in the ordinary course of business entered into various transactions with related parties,
including our Subsidiaries from time to time. These transactions principally include remuneration to
executive Directors and Key Managerial Personnel and consideration paid to TPW Engineering Limited,
one of our Group Companies, in relation to acquiring the leasehold rights. We cannot assure you that we
could not have achieved more favourable terms had such transactions been entered into with unrelated
parties. It is likely that we may enter into related party transactions in the future. Although going forward,
all material related party transactions that we may enter into, will be subject to the Board’s or
Shareholders’ approval, as necessary under the Companies Act 2013 and the SEBI Listing Regulations,
there can be no assurance that such transactions, individually or in the aggregate, will not have an adverse
effect on our financial condition and results of operations or that we could not have achieved more
favourable terms if such transactions had not been entered into with related parties. Such related party
transactions may potentially involve conflicts of interest. For details, see “Financial Information —
Restated Consolidated Financial Information — Annexure V- Notes to the Restated Consolidated
Financial Information — Note 46 — Related Party Transactions” on page 287. These related party
transactions entered into by us, were in compliance with the Companies Act.

We cannot assure you that such transactions, individually or in the aggregate, will always be in the best
interests of our minority Shareholders and will not have an adverse effect on our business, results of
operations, financial condition and cash flows. We cannot assure you that related party transactions could
not have been made on more favourable terms with unrelated parties. Further, there is no assurance that
our related party transactions in future would be on terms favourable to us when compared to similar
transactions with unrelated or third parties or that our related party transactions, individually or in the
aggregate, will not have an adverse effect on our financial condition.

Certain of our Promoters and directors hold Equity Shares in our Company and are interested in our
Company’s performance in addition to remuneration and reimbursement of expenses.

Certain of our Promoters and Directors are interested in our Company to the extent of their shareholding
in our Company and the dividend entitlement received from our Company, in addition to the normal
remuneration or benefits and reimbursement of expenses by our Company. We cannot assure you that
our Promoters and Directors, or any other interested Director in the future, would always exercise their
rights as Shareholders to the benefit and best interest of our Company. As a result, such Promoters and
Directors or any other interested Director in the future will continue to exercise significant control over
our Company, including being able to control the composition of our Board of Directors and determine
decisions requiring simple or special majority voting, and our other Shareholders may be unable to affect
the outcome of such voting.

Further our Promoters and Directors, or any other interested Director in the future may take or block
actions with respect to our business, which may conflict with our best interests or the interests of other
minority Shareholders, such as actions with respect to future capital raising or acquisitions. We cannot
assure you that, such Promoters and Directors or any other interested Director in the future will always
act to resolve any conflicts of interest in our favour, thereby adversely affecting our business and results
of operations and prospects. See “Capital Structure” on page 79.

Our insurance coverage may not be adequate to protect us against all potential losses, which may have
a material adverse effect on our business, financial condition and results of operations.

Our principal types of coverage for our Company as well as our manufacturing facilities include among
others, protection from fire, special perils, burglary, machinery breakdown, plant and machine, product
liability, financial loss and a variety of marine and employee insurance policies such as group personal
accident policy and workmen compensation policy. We cannot assure you that any claim under the
insurance policies maintained by us will be honoured fully, in part or on time, or that we have taken out
sufficient insurance to cover all our losses. Further, we may not have identified every risk, and further

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may not be insured against every risk, including operational risks that may occur, and the occurrence of
an event that causes losses in excess of the limits specified in our policies, or losses arising from events
or risks not covered by insurance policies or due to the same being inadequate.

In addition, our insurance coverage expires from time to time. We apply for the renewal of our insurance
coverage in the normal course of our business, but we cannot assure you that such renewals will be
granted in a timely manner, at acceptable cost or at all. Additionally, in future, we may be required to
bear increased premiums for our insurance to provide coverage for pandemics such as COVID-19. Our
insurance coverage is 292% of carrying value of property, plant and equipment, investment property and
other intangibles assets amounting to 21,751.77 million as of June 30, 2021.

We have claimed an amount of 26.87 million, 70.76 million and 28.51 million in Fiscals 2021, 2020 and
2019, respectively under the insurance policies in relation to events such as damage of certain factory
sheds, leakage in materials received and other events related to the operations of our Company and
Subsidiaries. We have received a settlement amount of 23.69 million, 0.60 million and 27.66 million
against these insurance claims in the respective financial years. Further, we have not made any claims
under the insurance policies in the three months period ended June 30, 2021.

To the extent that we suffer loss or damage, or successful assertion of one or more large claims against
us for events for which we are not insured, or for which we did not obtain or maintain insurance, or which
is not covered by insurance, exceeds our insurance coverage or where our insurance claims are rejected,
the loss would have to be borne by us and our results of operations, financial performance and cash flows
could be adversely affected. See “Business - Insurance” on page 164.

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

Our ability to pay dividends in the future will depend on our future earnings, cash flows, financial
condition, working capital requirements, capital expenditure, applicable Indian legal restrictions and
other factors. The declaration and payment of dividends, if any, will be recommended by our Board and
approved by the Shareholders, at their discretion, subject to the provisions of the Articles of Association,
the Dividend Distribution Policy and applicable law, including the Companies Act 2013. There can be
no assurance that we will pay dividends. We may decide to retain all of our earnings to finance the
development and expansion of our business or conserve cash to cope with the disruption in our business
operations due to COVID-19 pandemic and, therefore, may not declare dividends on our Equity Shares.
Additionally, in the future, we may be restricted by the terms of our financing agreements in making
dividend payments unless otherwise agreed with our lenders. See “Dividend Policy” and “Financial
Indebtedness” on pages 206 and 314, respectively.

We have had negative cash flows in the past, and may have negative cash flows in the future. Negative
cash flows could adversely affect our cash flow requirements, our ability to operate our business and
implement our growth plans, thereby affecting our financial performance.

We have in the three preceding Financial Years, and may in future, experience negative cash flows from
investing and financing activities. For details, see “Restated Consolidated Financial Information -
Restated Consolidated Statement of Cash Flows” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 224 and 318, respectively. We cannot assure
you that our net cash flows will be positive in the future. Negative cash flows over extended periods, or
significant negative cash flows in the short term, could materially impact our ability to operate our
business and implement our growth plans. As a result, our cash flows, business, prospects, results of
operations and financial condition may be materially and adversely affected.

External Risk Factors

Risks Relating to India

62.

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

The Indian economy and its securities markets are influenced by economic developments and volatility
in securities markets in other countries. Investors’ reactions to developments in one country may have

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adverse effects on the market price of securities of companies located elsewhere, including India.
Adverse economic developments, such as rising fiscal or trade deficit, in other emerging market countries
may also affect investor confidence and cause increased volatility in Indian securities markets and
indirectly affect the Indian economy in general. Any of these factors could depress economic activity
and restrict our access to capital, which could have an adverse effect on our business, financial condition
and results of operations and reduce the price of our Equity Shares. Any financial disruption could have
an adverse effect on our business, future financial performance, shareholders’ equity and the price of our
Equity Shares.

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

Natural disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest and other
events could materially and adversely affect our business.

Natural disasters (such as typhoons, flooding and earthquakes), epidemics, pandemics such as COVID-
19, acts of war, terrorist attacks and other events, many of which are beyond our control, may lead to
economic instability, including in India or globally, which may in turn materially and adversely affect
our business, financial condition and results of operations. Our operations may be adversely affected by
fires, natural disasters and/or severe weather, which can result in damage to our property or inventory
and generally reduce our productivity and may require us to evacuate personnel and suspend operations.
For instance, West Bengal was affected by the Amphan cyclone in May, 2020 and Yaas cyclone in May,
2021 while Gujarat was affected by Tauktae cyclone in May, 2021. Any terrorist attacks or civil unrest
as well as other adverse social, economic and political events in India or countries to who we export our
products could have a negative effect on us. Such incidents could also create a greater perception that
investment in Indian companies involves a higher degree of risk and could have an adverse effect on our
business and the price of the Equity Shares. A number of countries in Asia, including India, as well as
countries in other parts of the world, are susceptible to contagious diseases and, for example, have had
confirmed cases of diseases such as the highly pathogenic H7N9, H5N1 and H1N1 strains of influenza
in birds and swine and more recently, the COVID-19 virus. A worsening of the current outbreak of
COVID-19 pandemic or future outbreaks of COVID-19 virus or a similar contagious disease could
adversely affect the Indian economy and economic activity in the region. As a result, any present or
future outbreak of a contagious disease could have a material adverse effect on our business and the
trading price of the Equity Shares.

A downgrade in ratings of India, may affect the trading price of the Equity Shares.

Our borrowing costs and our access to the debt capital markets depend significantly on the credit ratings
of India. India’s sovereign rating by Fitch was decreased from BBB with a “stable” outlook to BBB with
a “negative” outlook (Fitch) in June 2020. In May 2021, DBRS changed India’s sovereign rating from
BBB with a “negative” outlook to BBB (low) with a “stable” outlook. Further, in October 2021, Moody
affirmed India’s sovereign rating of Baa3 with a “stable” outlook which has been upgraded from
‘negative’. India’s sovereign rating from S&P is BBB- with a “stable” outlook. 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. A downgrading of India’s credit ratings may occur, for
example, upon a change of government tax or fiscal policy, which are outside our control. This could
have an adverse effect on our ability to fund our growth on favourable terms and consequently adversely
affect our business and financial performance and the price of the Equity Shares.

Financial instability in other countries may cause increased volatility in Indian financial markets.

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The Indian market and the Indian economy are influenced by economic and market conditions in other
countries, including conditions in the United States, Europe and certain emerging economies in Asia.
Financial turmoil in Asia, Russia and elsewhere in the world in recent years has adversely affected the
Indian economy. Any worldwide financial instability may cause increased volatility in the Indian
financial markets and, directly or indirectly, adversely affect the Indian economy and financial sector
and us. Although economic conditions vary across markets, loss of investor confidence in one emerging
economy may cause increased volatility across other economies, including India. Financial instability in
other parts of the world could have a global influence and thereby negatively affect the Indian economy.
Financial disruptions could materially and adversely affect our business, prospects, financial condition,
results of operations and cash flows. Further, economic developments globally can have a significant
impact on our principal markets. Concerns related to a trade war between large economies may lead to
increased risk aversion and volatility in global capital markets and consequently have an impact on the
Indian economy. Following the United Kingdom’s exit from the European Union (“Brexit”), there
remains significant uncertainty around the impact of Brexit on the general economic conditions in the
United Kingdom and the European Union and any consequential impact on global financial markets.

In addition, China is one of India’s major trading partners and there are rising concerns of a possible
slowdown in the Chinese economy as well as a strained relationship with India, which could have an
adverse impact on the trade relations between the two countries. In response to such developments,
legislators and financial regulators in the United States and other jurisdictions, including India,
implemented a number of policy measures designed to add stability to the financial markets. However,
the overall long-term effect of these and other legislative and regulatory efforts on the global financial
markets is uncertain, and they may not have the intended stabilizing effects. Any significant financial
disruption could have a material adverse effect on our business, financial condition and results of
operation. These developments, or the perception that any of them could occur, have had and may
continue to have a material adverse effect on global economic conditions and the stability of global
financial markets and may significantly reduce global market liquidity, restrict the ability of key market
participants to operate in certain financial markets or restrict our access to capital. This could have a
material adverse effect on our business, financial condition and results of operations and reduce the price
of the Equity Shares.

If there is any change in laws or regulations, including taxation laws, or their interpretation, such
changes may significantly affect our financial statements

Any change in Indian tax laws could have an effect on our operations. For instance, the Taxation Laws
(Amendment) Ordinance, 2019, a new tax ordinance issued by India’s Ministry of Finance on September
20, 2019, prescribes certain changes to the income tax rate applicable to companies in India. According
to this new ordinance, companies can henceforth voluntarily opt in favor of a concessional tax regime
(subject to no other special benefits/exemptions being claimed), which would ultimately reduce the
effective tax rate for Indian companies from 34.94% to approximately 25.17%. While we have opted for
the concessional regime, any such future amendments may affect our other benefits such as exemption
for income earned by way of dividend from investments in other domestic companies and units of mutual
funds, exemption for interest received in respect of tax free bonds, and long-term capital gains on equity
shares if withdrawn by the statute in the future, and the same may no longer be available to us. Any
adverse order passed by the appellate authorities/ tribunals/ courts would have an effect on our
profitability.

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. For instance, the Government of
India implemented a comprehensive national GST regime with effect from July 1, 2017 that combines
taxes and levies by the central and state governments into a unified rate structure. There can be no
assurance that future clarifications by the Government of India on the GST regime would be favorable
to us. 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. The General Anti-Avoidance
Rules (“GAAR”) also became effective from April 1, 2017. The tax 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 and may or may not have an adverse tax impact on us. Additionally, the Government of India
had announced the union budget for Fiscal 2022, pursuant to which the Finance Act, 2021 has been

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enacted. As such, there is no certainty on the impact that the Finance Act, 2021 may have on our business
and operations or on the industry in which we operate.

The Government of India has passed new laws relating to social security, occupational safety, industrial
relations and wages namely, the Code on Social Security, 2020, the Occupational Safety, Health and
Working Conditions Code, 2020, the Industrial Relations Code, 2020 and the Code on Wages, 2019,
respectively which were to take effect from April 1, 2021 (collectively, the “Labour Codes”). The
Government of India has deferred the effective date of the Labour Codes and they shall come into force
from such date as may be notified by the Government. Further, the Code on Social Security, 2020
(“Social Security Code”) will impact overall employee expenses and, in turn, could impact the
profitability of our Company. Under the Social Security Code, a new concept of deemed remuneration
has been introduced, such that where an employee receives more than half (or such other percentage as
may be notified by the Central Government), of their total remuneration in the form of allowances and
other amounts that are not included within the definition of wages under the Social Security Code, the
excess amount received shall be deemed as remuneration and accordingly be added to wages for the
purposes of the Social Security Code and the compulsory contribution to be made towards the employees’
provident fund.

We may incur increased costs and other burdens relating to compliance with such new requirements,
which may also require significant management time and other resources, and any failure to comply may
adversely affect our business, results of operations and prospects. Uncertainty in the applicability,
interpretation or implementation of any amendment to, or change in, governing law, regulation or policy,
including by reason of an absence, or a limited body, of administrative or judicial precedent may be time
consuming as well as costly for us to resolve and may impact the viability of our current businesses or
restrict our ability to grow our businesses in the future.In addition, unfavourable changes in or
interpretations of existing, or the promulgation of new laws, rules and regulations including foreign
investment laws governing our business, operations and group structure could result in us being deemed
to be in contravention of such laws or may require us to apply for additional approvals.

We cannot predict whether any new tax laws or regulations impacting our services will be enacted, what
the nature and impact of the specific terms of any such laws or regulations will be or whether, if at all,
any laws or regulations would have an adverse effect on our business.

If inflation were to rise in India, we might not be able to increase the prices of our services at a
Proportional rate in order to pass costs on to our clients thereby reducing our margins.

Inflation rates in India have been volatile in recent years, and such volatility may continue in the future.
India has experienced high inflation in the past. Increased inflation can contribute to an increase in
interest rates and increased costs to our business, including increased costs of transportation, wages, raw
materials and other expenses relevant to our business.

High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our
costs. Any increase in inflation in India can increase our expenses, which we may not be able to
adequately pass on to our clients, whether entirely or in part, and may adversely affect our business and
financial condition. In particular, we might not be able to reduce our costs or increase the price of our
products to pass the increase in costs on to our clients. In such case, our business, results of operations,
cash flows and financial condition may be adversely affected.

Further, the Government of India has previously initiated economic measures to combat high inflation
rates, and it is unclear whether these measures will remain in effect. There can be no assurance that Indian
inflation levels will not worsen in the future.

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

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

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A third party could be prevented from acquiring control of us post this Issue, because of anti-takeover
Provisions under Indian law.

As a listed Indian entity, there are provisions in Indian law that may delay, deter or prevent a future
takeover or change in control of our Company. Under the Takeover Regulations, an acquirer has been
defined as any person who, directly or indirectly, acquires or agrees to acquire shares or voting rights or
control over a company, whether individually or acting in concert with others. Although these provisions
have been formulated to ensure that interests of investors/shareholders are protected, these provisions
may also discourage a third party from attempting to take control of our Company subsequent to
completion of the Issue. Consequently, even if a potential takeover of our Company would result in the
purchase of the Equity Shares at a premium to their market price or would otherwise be beneficial to our
shareholders, such a takeover may not be attempted or consummated because of Takeover Regulations.

Investors may not be able to enforce a judgment of a foreign court against us.

Our Company is a company incorporated under the laws of India. A majority of our Directors and officers
are residents of India and a substantial portion of our assets and such persons are located in India. As a
result, it may not be possible for investors to effect service of process upon our Company or such persons
in jurisdictions outside India, or to enforce judgments obtained against such parties outside India.
Furthermore, it is unlikely that an Indian court would enforce foreign judgments if that court was of the
view that the amount of damages awarded was excessive or inconsistent with public policy, or if
judgments are in breach or contrary to Indian law. In addition, a party seeking to enforce a foreign
judgment in India is required to obtain approval from the RBI to execute such a judgment or to repatriate
outside India any amounts recovered.

Recognition and enforcement of foreign judgments is provided for under Section 13 and Section 44A of
the Code of Civil Procedure, 1908. India has reciprocal recognition and enforcement of judgments in
civil and commercial matters with only a limited number of jurisdictions, such as the United Kingdom,
Singapore and Hong Kong. In order to be enforceable, a judgment from a jurisdiction with reciprocity
must meet certain requirements established in the Indian Code of Civil Procedure, 1908. The CPC only
permits the enforcement and execution of monetary decrees in the reciprocating jurisdiction, not being
in the nature of any amounts payable in respect of taxes, other charges, fines or penalties. Judgments or
decrees from jurisdictions which do not have reciprocal recognition with India, including the United
States, cannot be enforced by proceedings in execution in India. Therefore, a final judgment for the
payment of money rendered by any court in a non-reciprocating territory for civil liability, whether or
not predicated solely upon the general laws of the non-reciprocating territory, would not be directly
enforceable in India. The party in whose favour a final foreign judgment in a non-reciprocating territory
is rendered may bring a fresh suit in a competent court in India based on the final judgment within three
years of obtaining such final judgment. However, it is unlikely that a court in India would award damages
on the same basis as a foreign court if an action were brought in India or that an Indian court would
enforce foreign judgments if it viewed the amount of damages as excessive or inconsistent with the public
policy in India.

Risks Relating to the Equity Shares and this Issue

71.

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

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

. quarterly variations in our results of operations;

. results of operations that vary from the expectations of securities analysts and investors;

. results of operations that vary from those of our competitors;

. changes in expectations as to our future financial performance, including financial estimates by

research analysts and investors;

. a change in research analysts’ recommendations;

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. announcements by us or our competitors of significant acquisitions, strategic alliances, joint
operations or capital commitments;

. announcements by third parties or governmental entities of significant claims or proceedings
against us;

. new laws and governmental regulations applicable to our industry;

. additions or departures of Key Managerial Personnel;

. changes in exchange rates;

. fluctuations in stock market prices and volume; and

. general economic and stock market conditions.

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

The Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares
after the Issue.

The Offer Price of the Equity Shares has been determined by our Company in consultation with the Book
Running Lead Manager through the Book Building Process. This price is based on numerous factors, as
described under “Basis for Offer Price” on page 100 and may not be indicative of the market price for
the Equity Shares after the Issue. The market price of the Equity Shares could be subject to significant
fluctuations after the Issue, and may decline below the Offer Price. We cannot assure you that you will
be able to resell their Equity Shares at or above the Offer Price.

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

Prior to the Issue, there has been no public market for the Equity Shares, and an active trading market on
the stock exchanges may not develop or be sustained after the Issue. Listing and quotation does not
guarantee that a market for the Equity Shares will develop, or if developed, the liquidity of such market
for the Equity Shares. The market price of the Equity Shares may be subject to significant fluctuations
in response to, among other factors, variations in our operating results, market conditions specific to the
industry we operate in, developments relating to India and volatility in the Stock Exchanges and
securities markets elsewhere in the world.

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

Under the current Indian tax laws and regulations, capital gains arising from the sale of equity shares in
an Indian company are generally taxable in India. A securities transaction tax (“STT”) is levied both at
the time of transfer and acquisition of the equity shares (unless exempted under a prescribed notification),
and the STT is collected by an Indian stock exchange on which equity shares are sold. Any gain realized
on the sale of equity shares held for more than 12 months, which are sold using any other platform other
than on a recognized stock exchange and on which no STT has been paid, are subject to long term capital
gains tax in India. Such long term capital gains exceeding %100,000 arising from the sale of listed equity
shares on the stock exchange are subject to tax at the rate of 10% (plus applicable surcharge and cess).
Unrealized capital gains earned on listed equity shares up to January 31, 2018 continue to be tax-
exempted in such cases. Further, STT will be levied and collected by an Indian stock exchange if the
equity shares are sold on a stock exchange. With respect to capital gains arising in an off market sale,
long term capital gains are subject to tax at the rate of 10% (plus applicable surcharge and cess) without
the exemption of %100,000. Short-term capital gains, arising from the sale of such equity shares on a
stock exchange would be subject to tax at the rate of 15% (plus applicable surcharge and cess), while
short term capital gains arising in an off-market sale would be subject to tax at a higher rate of 40% (plus
applicable surcharge and cess) in the case of foreign companies and 30% (plus applicable surcharge and
cess) in the case of other non-resident taxpayers.

The Finance Act, 2019 amended the Indian Stamp Act, 1899 with effect from July 1, 2020. It clarified
that, in the absence of a specific provision under an agreement, the liability to pay stamp duty in case of

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sale of securities through stock exchanges will be on the buyer, while in other cases of transfer for
consideration through a depository, the onus will be on the transferor. The stamp duty for transfer of
securities other than debentures, on a delivery basis is specified at 0.015% and on a non-delivery basis
is specified at 0.003% of the consideration amount. As such, there is no certainty on the impact that the
Finance Act, 2019 may have on our business and operations.

Further, any gain realized on the sale of listed equity shares held for a period of 12 months or less will
be subject to short term capital gains tax in India. In cases where the seller is a non-resident, capital gains
arising from the sale of the equity shares will be partially or wholly exempt from taxation in India in
cases where the exemption from taxation in India is provided under a treaty between India and the country
of which the seller is resident. Additionally, the Finance Act, 2020 does not require dividend distribution
tax to be payable in respect of dividends declared, distributed or paid by a domestic company after March
31, 2020, and accordingly, such dividends would not be exempt in the hands of the shareholders, both
resident as well as non-resident. Historically, Indian tax treaties do not limit India’s ability to impose tax
on capital gains. As a result, residents of other countries may be liable for tax in India as well as in their
own jurisdiction on a gain upon the sale of the equity shares.

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

The Equity Shares may not be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain
actions must be completed before the Equity Shares can be listed and trading in the Equity Shares can
commence. Investors’ book entry, or ‘demat’ accounts with depository participants in India, are expected
to be credited with the Equity Shares within one working day of the date on which the Basis of Allotment
is approved by the Stock Exchanges. The Allotment of Equity Shares in the Offer and the credit of such
Equity Shares to the applicant’s demat account with depository participant could take approximately six
working days from the Bid Closing Date (or such other period as prescribed under applicable laws) and
trading in the Equity Shares upon receipt of final listing and trading approvals from the Stock Exchanges
is expected to commence within six working days of the Bid Closing Date (or such other period as
prescribed under applicable laws). There could be a failure or delay in listing of the Equity Shares on the
Stock Exchanges. Any failure or delay in obtaining the approval or otherwise any delay in commencing
trading in the Equity Shares would restrict investors’ ability to dispose of their Equity Shares. There can
be no assurance that the Equity Shares will be credited to investors’ demat accounts, or that trading in
the Equity Shares will commence, within the time periods specified in this risk factor. We could also be
required to pay interest at the applicable rates if allotment is not made, refund orders are not dispatched
or demat credits are not made to investors within the prescribed time periods.

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

Under foreign exchange regulations currently in force in India, transfer of shares between non-residents
and residents are freely permitted (subject to certain restrictions), if they comply with the pricing
guidelines and reporting requirements specified by the RBI. If the transfer of shares, which are sought to
be transferred, is not in compliance with such pricing guidelines or reporting requirements or falls under
any of the exceptions referred to above, then a prior regulatory approval will be required. Additionally,
shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency
and repatriate that foreign currency from India require a no-objection or a tax clearance certificate from
the Indian income tax authorities. We cannot assure investors that any required approval from the RBI
or any other governmental agency can be obtained on any particular terms or at all. For further
information, see “Restrictions on Foreign Ownership of Indian Securities” on page 380.

Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and
IFRS, which investors may be more familiar with and may consider material to their assessment of
our financial condition.

Our Restated Consolidated Financial Information for the three months period ended June 30, 2021 and
Fiscal 2019, Fiscal 2020 and Fiscal 2021 have been prepared and presented in conformity with Ind AS.
Ind AS differs in certain significant respects from IFRS, U.S. GAAP and other accounting principles
with which prospective investors may be familiar in other countries. If our financial statements were to
be prepared in accordance with such other accounting principles, our results of operations, cash flows
and financial position may be substantially different. Prospective investors should review the accounting

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policies applied in the preparation of our financial statements, and consult their own professional advisers
for an understanding of the differences between these accounting principles and those with which they
may be more familiar. Any reliance by persons not familiar with Indian accounting practices on the
financial disclosures presented in this Prospectus should be limited accordingly.

Qualified Institutional Buyers and Non-Institutional Investors are not permitted to withdraw or lower
their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after the submission
of their Bid, and Retail Individual Investors are not permitted to withdraw their Bids after closure of
the Bid/ Issue Closing Date.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors are required to pay the
Bid Amount on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Retail Individual
Investors can revise their Bids during the Bid/ Issue Period and withdraw their Bids until the Bid/ Issue
Closing Date. While we are 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, within six Working Days from the Bid/ Issue Closing Date or such other
period as may be prescribed by the SEBI, events affecting the investors’ decision to invest in the Equity
Shares, including adverse changes in international or national monetary policy, financial, political or
economic conditions, our business, results of operations, cash flows or financial condition may arise
between the date of submission of the Bid and Allotment. We may complete the Allotment of the Equity
Shares even if such events occur, and such events may limit the Investors’ ability to sell the Equity Shares
Allotted pursuant to the Issue or cause the trading price of the Equity Shares to decline on listing.

Investors may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby
may suffer future dilution of their ownership position.

Under the Companies Act, a company having share capital and incorporated in India must offer its
holders of equity shares pre-emptive rights to subscribe and pay for a proportionate number of shares to
maintain their existing ownership percentages before the issuance of any new equity shares, unless the
pre-emptive rights have been waived by adoption of a special resolution by holders of three-fourths of
the equity shares voting on such resolution.

However, if the law of the jurisdiction the investors are in, does not permit them to exercise their pre-
emptive rights without our Company filing an offering document or registration statement with the
applicable authority in such jurisdiction, the investors will be unable to exercise their pre-emptive rights
unless our Company makes such a filing. If we elect not to file a registration statement, the new securities
may be issued to a custodian, who may sell the securities for the investor’s benefit. The value such
custodian receives on the sale of such securities and the related transaction costs cannot be predicted. In
addition, to the extent that the investors are unable to exercise pre-emptive rights granted in respect of
the Equity Shares held by them, their proportional interest in our Company would be reduced.

63
SECTION III - INTRODUCTION

THE OFFER

The following table summarizes details of the Offer:

 

Offer

The Offer consists of:

Offer for Sale)

Of which:

A. QIB Category

Of which:

Anchor Investor Portion

Net QIB

Of which:

Available for allocation to Mutual Funds only (5% of
the Net QIB Category)

Balance of QIB Category for all QIBs including Mutual
Funds

B. Non-Institutional Category“

C. Retail Portion

Pre and post-Offer Equity Shares

Equity Shares outstanding prior to the Offer

Equity Shares outstanding after the Offer
Use of proceeds of the Offer

13,669,478" Equity Shares aggregating to %6,192.27° million
6,834,738" Equity Shares aggregating to 23,096.14" million

4,100,842" Equity Shares
2,733,896" Equity Shares

136,695" Equity Shares

2,597,201" Equity Shares

2,050,422" Equity Shares aggregating to 2928.84" million

4,784,318" Equity Shares aggregating to 22,167.30"
million

66,293,149 Equity Shares
66,293,149 Equity Shares
For further information, see “Objects of the Offer” beginning

on page 98.
Our Company will not receive any portion of the proceeds from
the Offer.

 

* Subject to finalization of the Basis of Allotment
(1) The Offer has been authorized by a resolution of our Board dated April 30, 2021. Further, our Board has taken on record the approval
for the Offer for Sale by the Selling Shareholders pursuant to its resolution dated August 16, 2021.

(2) The Equity Shares being offered by the Selling Shareholders have been held for a period of at least one year immediately preceding the
date of the Draft Red Herring Prospectus with SEBI, and are eligible for being offered for sale pursuant to the Offer in terms of the SEBI
ICDR Regulations. The Selling Shareholders, severally and not jointly, have confirmed and authorized their respective participation in
the Offer for Sale, as stated below:

 

S.No. ‘Name of the Selling Shareholder Date of consent letter and corporate Number of Offered
authorization, if applicable” Shares
Promoter Selling Shareholders
Madan Mohan Mohanka August 16, 2021 3,314,657"
Manish Mohanka August 16, 2021 662,931"
Investor Selling Shareholder
Wagner Limited Consent letter dated August 16, 2021 and 9,691,890"
resolution dated August 6, 2021
Total 13,669,478"

 

* Subject to finalization of the Basis of Allotment

“Each Selling Shareholder, severally and not jointly, confirms that, as required under Regulation 8 of the SEBI ICDR Regulations, they
have held the Equity Shares proposed to be offered and sold by them in the Offer or in the case of Wagner Limited, the CCPP that has
converted into its portion of the Offered Shares, for a period of at least one year prior to the date of filing of the Draft Red Herring
Prospectus. Therefore, the Equity Shares that will be offered by it in the Offer for Sale are eligible to be offered for sale in the Offer.
For details, see “Capital. Structure” on page 79.

* Pursuant to resolutions dated November 10, 2021 passed by our Board and Shareholders, 8,692,281 CCPP held by Wagner Limited
were converted to 8,692,281 Equity Shares, For details, see “Capital Structure- Notes to the Capital Structure ~ Equity Share capital
history of our Company" and “Capital Structure - Notes to the Capital Structure ~ Preference Share capital history of our Company”
on pages 79 and 82.

(3) Subject to valid bids having been received at or above the Offer Price, undersubscription, if any, in any category, except in the QIB
Category, was allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our
Company and the Selling Shareholders, in consultation with the BRLMs and the Designated Stock Exchange, subject to applicable laws.
Under-subscription, if any, in the QIB Category (excluding the Anchor Investor Portion) was not be allowed to be met with spill-over
from other categories or a combination of categories.

(4) Our Company and the Selling Shareholders, in consultation with the BRLMs, allocated up to 60% of the QIB Category to Anchor

Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion was
reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which

64
Equity Shares were available for allocation to Anchor Investors in the Offer. For further information, see “Offer Procedure” beginning
on page 356.

Allocation to all categories, other than Anchor Investors, if any, and Retail Individual Investors, was made on a
proportionate basis, subject to valid Bids received at or above the Offer Price, as applicable. The allocation to
each Retail Individual Investor was not less than the minimum Bid Lot, subject to availability of Equity Shares in
the Retail Category and the remaining available Equity Shares, if any, were made available for allocation on a
proportionate basis. For further information, see “Offer Procedure” beginning on page 380.

65
SUMMARY FINANCIAL INFORMATION

The following tables set forth summary financial information derived from the Restated Consolidated Financial
Information. The Restated Consolidated Financial Information has been prepared, based on audited consolidated
financial statements as at and for the three months period ended June 30, 2021 and the Fiscals 2021, 2020 and
2019, of our Company and our Subsidiairies, along with our joint venture and comprises of the Restated
Consolidated Statement of Assets and Liabilities as at June 30, 2021, March 31, 2021, March 31, 2020 and March
31, 2019, the Restated Consolidated Statement of Profit and Loss, the Restated Consolidated Statement of
Changes in Equity and Restated Consolidated Statement of Cash Flows for the three months period ended June
30, 2021 and years ended March 31, 2021, March 31, 2020 and March 31, 2019, Notes to the Restated
Consolidated Financial Information and Statement of Adjustments to the Audited Special Purpose Interim
Consolidated Financial Statements as at and for the three months period ended June 30, 2021 and Audited
Consolidated Financial Statements as at and for the years ended March 31, 2021, March 31, 2020 and March 31,
2019. The Restated Consolidated Financial Information have been prepared in accordance with the requirements.
of Section 26 of Companies Act, Paragraph (A) of Clause 11 (1) of Part A of Schedule VI of the SEBI ICDR
Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the ICAI, and
are presented in the section “Financial Information” beginning on page 207. The summary financial information
presented below should be read in conjunction with the Restated Consolidated Financial Information, the notes:
and annexures thereto and the sections “Financial Information” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” on pages 207 and 318, respectively.

 

[REMAINDER OF THE PAGE HAS BEEN INTENTIONALLY LEFT BLANK]

66
Tega Industries Lin ited
CIN :U25199W B1976PLC020522
Annexure I-Restated Consolidated Staten entof Assets and Liabilities

(itlan cunts IVR ilion unless otherwise stated)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

frotalequity and Tab ites

Tie ountBbebw He rounding of non adopted by Wee roup

 

 

 

 

 

 

eee cere
ASSETS
Won-currentassets
Property, plantand equipm ent 30) 1g93.12 1s9196 1s9149 1aszs6
eigntoFu sea ssets 30) 50754 so191 405.86 3e585
capitalwork progress 3© naa 68 59 6222 1642
invest entpronerty ‘ 4036 sag 3301 3721
oda it 5 623.92 2282 52354 55746
Jo ther ntangibe assets 3@) wes 13 5.34 1a
intangib¥ assets under develbpm ent 3@) 2393 2393
inves ents accounted for using the equityn ethod 3a) 27533 26922 24486 2aaaa
FnancisLascete
( Inveson ents 6 weias 1658 5139
GD Omer mancialassers ? 0.38 wos.ai 12728 so21
beter tax assats ed) 2 269.14 256.28 20781 3024
Jo tner non currentaseets @ 2425 ine 8.94 2257
Frotalnon-currentassets Tasase Taser Tess seas
inventories " 297856 asa6.21 tan6.0 1210.58
FinanciaLaccets
(Invest ents 2 1878.98 156192 1186.83 24235
(i) Trade receivab ks and con wact assets 3 169778 230854 E8218 2410324
(Gad cash and cash equivatenss 4 645.7 478.70 bee 63 28a
(0) 0 therbank balances 8 930 540 ous 438
() 0 ther Anancialassets 6 5207 a2 3098 4470
current tmx assets (net) 7 128 15.49 2054 114
Jo thercurrentassets as as202 328.42 asa? a2197
froalcurrentassem ears Saas SESE Taso
frotalassets Teser7z Te 1e339 Bars 7302 68
equiry ano Luasniies
Equity
equity share capital 194 s7601 sreai stent st6a1
preference share cap tal 198 86.92 8692 602 8692
Jo ner equity we 5548 59 541629 296198 a2
Equity auributable w te on nerso? he com pan} Sanz easraz aaa Tatas
Equity attributable t the owners of tenon controling Wiarert o00" Tao" 3a0" 730
frowiequiy sanz eaaraz Taras Tass
| iabanities
Won current lab ities
Financial abies
(@ Rorron ings 20 sss a6210 osto7 se7a3
GD Lease Libatities 30) 26189 23781 2aras 23s
(Gad 0 ther nancial abilities 2 82.56 8923 1387 3am
Jp ererred tax habitiies (net) 2 yasi are 6742 S142
Frotalnon current iabiities EECA Tews Tae as EE
curren tiab ities
Financial tab ates
(Borrow ngs 2 1925.53 iprsa2 1488.27 152957
GD Lease Labaities 30) 1557 8089 9281 54.56
Gi) Trade payables
G@)Totaloutstanding duesofn iro and sn allenteeprises 2 35.28 4220 2200 aise
(@)Totaloutstanding dues of creditors omer than m icro and su allenterprices| 2 13638 940.90 620.96 328
(0) 0 ther fnancia} abilities 2 2234 126.37 186.17 12758
provisions 2% 69.44 4627 wast 949
current tae bites (net) 2 109.79 96.53 isa 4270
Jo thercurrentiabaities 28 33688 sie24 31450 anne
Fowlcurrentiabiites Tass Treo ay Tatas Tees aT
Frotaliabilities aoe Tate aaaze Tastes
esez Tees Baas Tere

Theabove Restated Consolidated Staten ent of Assets and Lisbilities shoul be readin conjunction w ith Notes to Restated Consolidated Financialnform ation appearing i Annexure -V and Staten entofAdjistm ents
Audited Special Purpose Interin Consolated Financial Staten ents as at and forthe theee m onths period ended 30 June 2021 and Audited Consolated F nancial Staten ents as at and forthe years ended 31M arch

2021,21M arch 2020 and 21M arch 2019 appearing Annexure -V1,

This s the Restated Consolidated Statem entofAseets and Liabilities refered w in our reportofeven date

For PriceW aterhouse & Co Bangalore LLP

Avie ukers
Wen bership Nun ber: 056155

Place sKokata
Date 10 Noven ber 2021

 

For and on behalfotBoard of irectors

Wadan ¥ chan # ohanka
Cchatrm an

SudipaBhow at
Com pany Secretary

Phhce :kokata

 

67

H ehull ohanka
Managing wector
DI :000s2134

Wano3k ua arAgarw al
ChisfFinancialO fficer
Tega Industries Lin ited
CIN :U25199N B1976PLC020532
Annexure IX-Restated Consolidated Staten entofProfitand Loss

(allan ounts INR m ion, unless otherwise stated)

        
      
 

Cera

 

 

fe lees eee ee emer

ra Pesce SC eee Me eri)

 
  

     

    
 

 
 

 

    
    
   

 

 

 

 

   
     
 
  

 

 

 

 

 

   
  
   
 

 

  

 

 

 

 
  

 

 

 

 
  

 

 

 

 

Revenue fron operatons 55522 6548 AT 623757
Jo ser incom e 30 6179 562 10695, 92.56
fromtncon = Tse Taseat bossa Sao
Expenses
costofm aterssisconsun ed a 764.2 3.78236 2paras 2650.29
Changes in inventories of fin shed goodsand work-in-progress 2 sas) aa.as) (109.07) ro)
Jem phyeebenefitsexpense 3 350.25 1226.70 183.34 nai
Finance costs Py] 3613 172.78 239 236.02
Jb eprecistion and am ortisation expenses 35 10500 so1g0 3355 37755
Jo ter expenses 36 46134 ims.82 rasta 1582.36
[Totalexpenses Tes Bys5.00 Baa1ee EREEET
Ih estated profitbefore share ofrestated netprofitof pint venture accounted for = at
Jusing equity m ethod and tax 1587, fans a6 Aas
Share ofrestated netprofitot pintventre accounted forusing te equity ay
Jn ethod ae
Restated profibetore x Teese ae
incon e tx expense
~Currenttax a 6957 ane 15489 155.96
“Deferred tox a” 2688) 10176 airs) an)
[Totattax expense/ Cred) a3aT WaT GzED Tass
Restated totalprofittor the permed] year OD Ta az Taeras Bs50e 2670
i estated other com prehensive incom e/ (loss)
mm s thatw Dnotbe rechssifed w profitar bss
(@)Rem easuren entgain/ (oss) on postem playa ent defined benefitpIans a0} Bat 630) aan
@)Incom e tax relted t above 0.60 waa) 222 1a
(Share of restated other com prehensive incon e/ Goss) of int venture accoun tad using “ 5
Qe as} 03 02) os)
mm s thatw be rechssifed t profitor bss
(G)E xchange differencescon translation of foreign operations 57a 38.27 asin] Gass)
fRastated other com prehensive con @/ (hss) tor He pavd/ year netorar @) SEae LEE ERD] GED
Tatated wo talcon prehensive incon € tor he permed T year WET Taso Tones e057 a2
Restated profits atrbusbe ©:
‘Ownersof Tega Industri Lin ited 1882 136005 655.04 32628
Non-Contoling interests vii 00" 20" 0.42
Te a7 764 a5 Tsb.08 Tee
restated other con prehensive icon e/ (os) BatrbuGbE w:
(Ownersof Tega Industries Lin ited 5548 9.62 as27) san
Non-Controling interests ono" 0.00" 00"
restated otalcon prohenahe icon @ Batrbutbe ©
COwnersof Tega Industries in ited
Non-Controling iterests
Restated carmingsperequiy share: [von malVauePer share ® 1077
Bask 45
bites 45

 

 

 

 

 

 

“Kn ountwbeby We rounding ofinorm adopted by Het up

The above Restated Consolidated Staten ent of Profit and Loss shoul! be

 

fn conjunction with Notes to Restated Consolidated Financial Infom ation appearhe in Annexure - Vand Staten ent of

Adsustn ents to Audited Special Purpose Interim Consolidated F nancial Staten ents as at and for the three m onthsperiod ended 30 June 2021 and Audited Consolidated F nancial Staten entsas atand for the

years ended 31M arch 2021,31M arch 2020 and 31M arch 2019 appearing n Annexure VI

This ithe Restated Consolidated Staten ent of Profitand Loss referred tn our reportofeven
date

ForPriceW aterhouse & Co Bangalore LLP
Fim Registration N um ber-007567S/S-200012
(Chartered Accountants

AviioN uke
Partner
em bership Num ber: 056155

Place :kokata
Date: 10 Noven ber2021

Forand on behalfofBoard of irectors

 

WW adan # ohan # ohanka HW ebull ohanks
(Chaim an M anaging 0 irector
DIN 00049388 DIN 00052134
sudipta show al H anojKum aragarwal
Com pany Secretary ChietF inanciat0 fier
Pace :kokata

Date : 10 Noven ber2021

68
Tega Industries Lin ited
CIN :U 25199 B1976PLC030532
Annexure 1V -Restated Consolidated Staten entofCash Flow s

(tan ounts i INR w ion unless otherwise stated)

eee eres err er

Pere eT eer CEE)

 

Pr-Cash flow fron Operating Activities
restated Proftbetore tx eias 1ase.82 so2as aa5s
a3usen ents fr

 

 

    

 

 

 

 

 

 

 

 

 

 

 

 

Depreciation and an artisation expenses 5.00 aoise aaass ass

Finance costs 2850 128.79 19478 22528

Interestincon ¢ czy 8) 2s) as}

‘Alo ance for expected credit bss (chiding bad debts and advances  rittn off) ea 5739 4322 38.58

Chin s/ Liguidating dan ages ea7 waar 289 343e

Net fairvalse gain)on inves ents classified at FVTPL er3a) os.3) 735) arn

ark wa arket Gain)/ bss on derivate instrum ent et) 23} 159) 8036 20.36)|

Paym enton Derivatwe Settien eat (net) m9 4456 aad 133

Linbaities/ Provisions no bnger required w riten back @2} caso} 30) 90)

Nets /Gan)on sakeofproperty,plbntand equips ent incliding intangible asses (inching ss

on assets scrapped writen of) 50) att mas toe

Dividend incon e from nest entsm easured atFYTPL crsy cas) wan

Share of restatd proftof pint venture aceoun ted for using the equitym ethod 26) oss} 8.09) 3.3)

Provision for arranty Expenses 43s 2329 99 276

Net ain)on sak of hvest ents classified atFVTPL ar) aso} 025) 3.49)

Lesson disposalofa subsidiary : 383

Provision for sk a oving/ non-a oving and obsobte ventory 92) 5291 4048 sn

Other non cash itm 5 os) css} -

EMectof unrealised exchange differences (ned) 1176 sss} 16.88 95.78
restated operating profitbefore working capitalchanges 750.39 7390.70 T3874 Tees
fchangesin Working Capital

(Gncrease) decrease a Non Curvent/ Current francialand other assets 49759 95.5) 43051 890)

increase) in inventories asi33) Gna) 65.18) 00 18)

Increase/ Gecrease) #8 Non Current/ Current fnancialand other lab ilites/ provisions 2arat 32489 045.07) 153.70
lcash Generated from Operations 54422 5.82 1479 832.97

D vect Taxes paid (netof refunds) iar] 3.38) 195.25) 4s28)]

Tateaah generated fron operating activities Tans Taras sss Bae 88
le .cash flow from Investing Activities

Purchase of capitalassets sn) ss.12) 7739) esisn]

Sab of capitalassets 181 220 us? 154

Proceeds fon disposalofa subsidiary 7s

Pym ent for purchase of investments Gr98) 1580.38) 124430) 605.35)|

Proceeds fon sale of nvesta ents 206.93 134146 “a6 68 7196

Deposits ith bank placed e108) cna} 20238) 92523)

Depositsw th bankm atured ne 96 199.26 32645

interest received os 337 saz 126

Dividend received 235 675 225

Weteash (sed in) investing activities Gas 76)| Ta725)) Wasi waz]
Jc.cash flow from Financing Activities

Proceeds fom Long tera borrow ings mas 69759

Repaye entofing tere berrow ngs cas) 28 36) 6418) s0 27)

Proceeds fom / (fepaye entof) shortters borrow ings (net) 2} 1403) 45.48 as.a1)

Paym enton Derivative Setten ent (net) nas) cass} ai. 333)

Finance cost paid 286) aon ss 50] 09608)

Finance cast pai on accountofLeasel ibility esa} ssa} a) 9323)

Repay entofL ease isbility eras} a2) 358) Ge.a2)

Dividends paid @o0") (oer) woo")

Dividend distribution tax paid - ooo")

Wetec (sed in) financing activites Tsay] Tes Gray waz)
Wet ineresce Sn cash and cash equivalents 168.00 533 v8.75 G79 64)
Cash and cash equivalents atthe beginning ofthe period/ year 478.10 368.53 1284 57631
Exchange differences on vanslation of foreign currency cash & cash equivalent @33) Gas) @78) ass)
Cash & cash equitalts atthe end ofthe period/ year eas.07 478.30 36.62 we264

30 June2021 21M arch 2021 __31March2020 __21M arch 2019

 

Cash and Cash Equivalents con prise
Cash on hand 10 129 098 o4

Babincesw ih banks.on currentaccount 472.39 3332 22587
Balnncesw it banks in deposit account Gess than threem onthsm aturity) m7 134.09 wise
was. Tee Tene

 

1. The above Restated Consoliiated Staton entofCash Flow shas been prepared under the Indirect ethod as setoutin Ind AS -7 “Staton entof Cash F ows"

2. Cash ow ffom snvesting activites does not incide divitend incon eon m utualfunds hich was reinvested in them utual‘unds t te tune of INR NIL (31M arch 2021:INR@ 1181 Mn ;31M arch 2020
INR 445M o and 31M arch 2019: INR @.47H n)beingnan cash sen =

3. During the period/ year non-cash transaction ffow Investing and Financing Activtisw ith respect t acquisition of R ght-ofl se Assets with corresponding adjusim ents to Lease Linh itis INR 37 58
en GIM arch 2021:1NR 24950 m ;31M arch 2020-14 17130M n and 31M arch 2019:INR 1434 M A).

 

“hm ountisbebw the rounding offom adopted by the Group

The above Restated Consolidated Statam ent of Cash Flbw's shoul! be readin conjunction w ith Notes to the Restated Consoliated Financial Inform ation appearing # Annexure -V and Statem entofAdjistn ents w the
‘Audited Special Purpose Inter Consolidated Financia Staten ents as atand for te three m onths period ended 38 June 2621 and Audited Consolidated Financial Staten ents as at and forthe years ended 31¥ arch
2021,21¥ arch 2020 and 31M arch 2019 appearing in Annexure VI

This is te Restated Consolitated Staten entofCash Flow refered tin our eportofeven date

ForPriceW aterhouse & Co Bangalore LLP For and on behalfofBoard of irectors
Fim Registration Num ber-007567S/5-200012
Chartered Accountants

vig ukert Madan M ohan M ohanka HW ehult ohanka

Parmer Chaim an Managing 0 irector

em bership Num Ber: 056155 Dm 20049388 Dm :eo0szi34
Sudipta show al H anojKum ara ganeal
com pany Secretary CChietF nancial0 cer

Plice :kokata Place :Kokata

Date 10 Noven ber2021 Date 10 Noven ber 2021

69
GENERAL INFORMATION

Our Company was incorporated as “Tega India Limited” under the Companies Act, 1956, as a public limited
company, pursuant to a certificate of incorporation dated May 15, 1976, issued by the RoC. Our Company received
a certificate of commencement of business on May 28, 1976, from the RoC. For further information on changes
in name and registered office of our Company, see “History and Certain Corporate Matters” beginning on page

170.

Company Registration Number: 030532

Corporate Identity Number: U25199WB1976PLC030532

Registered Office

147, Block-G

New Alipore

Kolkata 700 053

West Bengal, India
Tel: +91 33 3001 9000

Corporate Office

Office Space No. 807, 8" Floor
Godrej Waterside-Tower II, DP-5
Bidhannagar, Salt Lake, Sector V
Kolkata 700 091

West Bengal, India

Address of the Registrar of Companies

Our Company is currently registered with the Registrar of Companies located at the following address:

Registrar of Companies

Nizam Palace

2" MSO Building

2" floor, 234/4, A.J.C.B. Road
Kolkata 700 020

West Bengal, India

Board of Directors

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

 

Name and Designation
Madan Mohan Mohanka

Chairman and Executive Director
Mehul Mohanka

Managing Director and Group CEO
Syed Yaver Imam*

Executive Director

Hemant Madhusudan Nerurkar
Independent Director

Jagdishwar Prasad Sinha
Independent Director

Madhu Dubhashi
Independent Director

DIN
00049388

00052134

00588381

00265887

02345086

00036846

‘Address

146, Block — G, New Alipore, Kolkata — 700
053, West Bengal, India

146, Block — G, New Alipore, Kolkata — 700
053, West Bengal, India
9, Sambhu Babu Lane, Merlin Regent, 3" floor,
FL-3C, Entally, Kolkata — 700 014, West
Bengal, India

1201, Lodha Grandeur, Rahimatullah Sayanti
Road, Prabhadevi, Mumbai — 400 025,
Maharashtra, India
‘A4-263, Sobha Onyx, Near Agara Junction,
Sarjapur Road, Bangalore - 560 102,
Karnataka, India
B29, Gate No. 3, Abhimanshree Society, NCL
Pashan Road, Pune 411 008, Maharashtra,
India

 

70
 

Name and Designation DIN Address

Rudolph Michael Edge 00626151 Crystal Cove, Flat 11, 59 Satyadev Avenue,

Independent Director

India

MRC Nagar, Chennai — 600 028, Tamil Nadu,

 

*syed Yaver Imam, who was designated as an Executive Director for the period from July 19, 2005 to May 31, 2019 and is currently an
Executive Director on our Board, has in the past been designated as a Non-executive director on our Board from June 1, 2019 to March 31,
2021. Our Board has redesignated him as an Executive Director with effect from April 1, 2021, in accordance with applicable law.

For further information on our Directors, see “Our Management” beginning on page 180.

Company Secretary and Compliance Officer

Sudipta Bhowal is our Company Secretary and Compliance Officer. His contact details are as follows:

147, Block-G

New Alipore

Kolkata 700 053

West Bengal, India

Tel: +91 33 3001 9000

E-mail: compliance.officer@tegaindustries.com

Book Running Lead Managers

Axis Capital Limited

1* Floor, Axis House

C-2, Wadia International Centre

P. B. Marg, Worli

Mumbai 400 025

Maharashtra, India

Tel: +91 22 4325 2183

E-mail: tega.ipo@axiscap.in

Website: www.axiscapital.co.in
Investor grievance E-mail: complaints@axiscap.in
Contact Person: Pratik Pednekar

SEBI Registration No: INM000012029

JM Financial Limited

7 Floor, Cnergy

Appasaheb Marathe Marg, Prabhadevi
Mumbai 400 025

Maharashtra, India

Tel: + 91 22 6630 3030

E-mail: tega.ipo@jmfl.com

Website: www.jmfl.com

Investor grievance E-mail: grievance.ibd@jmfl.com
Contact Person: Prachee Dhuri

SEBI Registration No.: INM000010361

Statement of inter se allocation of responsibilities among the BRLMs

The responsibilities and co-ordination by the BRLMs for various activities in this Offer are as follows:

 

S.No
ly

‘Activity

Capital structuring with the relative components and formalities such
as type of instruments, size of issue, allocation between primary and
secondary, etc. Due diligence of our — Company’s
operations/management/business /legal etc., Drafting and design of this
Draft Red Herring Prospectus, the Red Herring Prospectus and
Prospectus, abridged prospectus and application form. The BRLMs shall
ensure compliance and completion of prescribed formalities with the
Stock Exchanges, SEBI and RoC including finalisation of the Red Herring
Prospectus, Prospectus and RoC filing, follow up and coordination till
final approval from all regulatory authorities

Responsibility
Axis and JM
Financial

Co-ordination
Axis

 

71
 

S.No

10.

ih,

12.

13.

‘Activity
Drafting and approval of statutory advertisement

Drafting and approval of all publicity material other than statutory
advertisements including corporate advertisements, brochures, filing of
media compliance report with SEBI, etc.

Appointment of Registrar to the Offer, Printer to the Offer, and
Advertising Agency (including coordination for their agreements )
Appointment of all other intermediaries and including co-ordination
for all other agreements

Preparation of road show presentation and FAQs for the road show team

International institutional marketing of the Offer, which will cover, inter
alia:
e International Institutional marketing strategy;
« Finalizing the list and division of international investors for
one-to-one meetings; and
* Finalizing international road show and investor meeting
schedule.
Domestic institutional marketing of the Offer, which will cover, inter
alia:
© Domestic Institutional marketing strategy;
« — Finalizing the list and division of domestic investors for
one-to-one meetings; and
* Finalizing domestic road show and investor meeting
schedule.
Conduct non-institutional marketing of the Issue, which will cover, inter-
alia:
¢ — Finalising media, marketing and public relations strategy;
¢ Formulating strategies for marketing to Non - Institutional
Investors
Conduct retail marketing of the Issue, which will cover, inter-alia:
¢ — Finalising media, marketing, public relations strategy and
publicity budget including list of frequently asked questions at
retail road shows
Finalising collection centres
Finalising application form
Finalising centres for holding conferences for brokers etc.
Follow - up on distribution of publicity and
Issue material including form, RHP/Prospectus and deciding
on the quantum of the Issue material
Managing anchor book related activities, coordination with Stock
Exchanges for anchor intimation, submission of letters regulators post
completion of anchor allocation, book building software, bidding
terminals and mock trading, payment of 1% security deposit to the
designated stock exchange.
Managing the book and finalization of pricing in consultation with
our Company
Post bidding activities including management of escrows accounts,
coordinate non-institutional allocation, coordination with Registrar,
SCSBs and Bankers to the Offer, intimation of allocation and dispatch
of refund to Bidders, etc.

Post-Offer activities, which shall involve essential follow-up steps
including allocation to Anchor Investors, follow-up with Bankers to
the Offer and SCSBs to get quick estimates of collection and advising
the Issuer about the closure of the Offer, based on correct figures,
finalisation of the basis of allotment or weeding out of multiple
applications, listing of instruments, dispatch of certificates or demat
credit and refunds and coordination with various agencies connected
with the post-Offer activity such as registrar to the Offer, Bankers to
the Offer, SCSBs including responsibility for underwriting
arrangements, as applicable.

Responsibility
Axis and JM
Financial

Axis and JM
Financial

Axis and JM
Financial
Axis and JM
Financial
Axis and JM
Financial
Axis and JM
Financial

Axis and JM
Financial

Axis and JM
Financial

Axis and JM
Financial

Axis and JM
Financial

Axis and JM
Financial
Axis and JM
Financial

Co-ordination
Axis

JM Financial

Axis

JM Financial

JM Financial

JM Financial

Axis

Axis

JM Financial

JM Financial

Axis

JM Financial

 

72
  

 

 

S.No ‘Activity Responsi
Payment of the applicable securities transactions tax on sale of unlisted
equity shares by the Selling Shareholders under the Offer for Sale to
the Government and filing of the securities transactions tax return by
the prescribed due date as per Chapter VII of Finance(No. 2) Act,
2004.

ity

Co-ordination with SEBI and Stock Exchanges for refund of 1%
security deposit and submission of all post Offer reports including the
initial and final post Offer report to SEBI.

Co-ordination

 

Syndicate Member

JM Financial Services Limited

Ground Floor, 2, 3 & 4, Kamanwala Chambers

Sir PM Road, Fort

Mumbai 400 001

Maharashtra, India

Tel: +91 022 6136 3400

Email: tn.kumar@jmfl.com/sona.verghese@jmfl.com
SEBI Registration Number: INZ000195834
Website: www.jmfinancialservices.in

Contact Person: T N Kumar/ Sona Verghese

Legal Counsel to the Company and the Selling Shareholders as to Indian Law

Shardul Amarchand Mangaldas & Co
24" Floor, Express Towers

Nariman Point

Mumbai 400 021

Maharashtra, India

Tel: (91 22) 4933 5555,

Legal Counsel to the BRLMs as to Indian Law

IndusLaw

2nd Floor, Block D

The MIRA, Mathura Road
New Delhi 110 065

India

and

#107, 1st Floor, Mistry Mansion
M. G. Road, Fort

Mumbai — 400001, India

Tel: +91-22-40074400

Registrar to the Offer

Link Intime India Private Limited

C-101, 1% Floor, 247 Park

L.B.S. Marg, Vikhroli West,

Mumbai 400 083

Maharashtra, India

Tel: +91 22 4918 6200

E-mail: tega.ipo@linkintime.co.in

Investor Grievance E-mail: tega.ipo@linkintime.co.in
Website: www.linkintime.co.in

73
Contact Person: Shanti Gopalkrishnan
SEBI Registration No.: INRO00004058

Escrow Collection Bank/ Public Offer Account Bank/ Refund Bank/ Sponsor Bank

ICICI Bank Limited

Capital Market Division, 1“ Floor

122, Mistry Bhavan, Dinshaw Vachha Road
Backbay Reclamation, Churchgate

Mumbai 400 020, Maharashtra

Tel: 022-66818911/ 23/ 24

E-mail: sagar.welekar@icicibank.com

SEBI Registration Number: INB100000004
Website: www.icicibank.com

Contact Person: Sagar Welekar

Self Certified Syndicate Banks

The list of SCSBs is available at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes on the SEBI
website, or at such other website as may be prescribed by SEBI from time to time. A list of the Designated
Branches of the SCSBs with which a Bidder (other than an Anchor Investor), not Bidding through Syndicate/Sub
Syndicate or through a Registered Broker, RTA or CDP may submit the Bid cum Application Forms is available
at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes on the SEBI website, and at such other
websites as may be prescribed by SEBI from time to time.

Syndicate SCSB Branches

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

Registered Brokers

The list of the Registered Brokers eligible to accept ASBA forms, including details such as postal address,
telephone number and e-mail address, is provided on the websites of the Stock Exchanges at www.bseindia.com
and www.nseindia.com, as updated from time to time.

Registrar and Share Transfer Agents

The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as
address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/Publiclssues/RtaDp.aspx? and
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm respectively, as updated from time to
time.

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
their name and contact details, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to
time.

Statutory Auditors of our Company
Price Waterhouse & Co Bangalore LLP
Plot Nos. 56 & 57, Block DN-57, Sector-V,

Salt Lake Electronics Complex
Kolkata, West Bengal 700 091, India

74
Tel: +91 (33) 4400 1111

E-mail: avijit. mukerji@pwe.com

ICAI Registration Number: 007567S/S200012
Peer Review Number: 013181

Bankers to our Company

RBL Bank Limited

4A Camac Street

PS Arcadia Central

7" Floor

Kolkata- 700016, India

Tel: 033-23014719

E-mail: kapil.chandak@rblbank.com
Website: www.rblbank.com
Contact person: Kapil Chandak

Standard Chartered Bank
19, Netaji Subhash Road
Kolkata- 700001, India

Tel: 033-39120227

E-mail: Sanjeev.jain@sc.com
Website: www.sc.com
Contact person: Sanjeev Jain

Axis Bank Limited

1, Shakespeare Sarani

Kolkata- 700071, India

Tel: 033-6704400/ 9819897491

E-mail: mayank.bhuwania@axisbank.com/ cbbkolkata.operationshead@axisbank.com
Website: www.axisbank.com

Contact person: Mayank Bhuwania

Citi Bank N.A.

Kanak Building, 41,
Chowringhee Road,

Kolkata — 700071, India

Tel: 033-44003466

E-mail: anurag.modi@citi.com
Website: www.citigroup.net
Contact person: Anurag Modi

ICICI Bank Limited

3A, Gurusaday Road,

Rowland Road, Ballygunge,

Kolkata — 700019, India

Tel: 91-98311-40008

Email: nishith.saraogi@icicibank.com
Website: www.icicibank.com
Contact person: Nishith Saraogi

ICICI Bank UK PLC

One Thomas More Square

E1W1YN, PO Box 68921

Tel: 91-20347-85319

Email: vikash.mehta@icicibank.com
Website: www.icicibank.co.uk
Contact person: Vikash Mehta
Company Number: 04663024

75
Grading of the Offer

No credit agency registered with SEBI has been appointed in respect of obtaining grading for the Offer.
Appraising Entity

None of the objects for which the Net Proceeds will be utilized has been appraised by any agency.
Monitoring Agency

As the Offer is through an Offer for Sale of Equity Shares, our Company is not required to appoint a monitoring
agency for this Offer.

Credit Rating

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

Trustees

As the Offer is of Equity Shares, the appointment of trustees is not required.
Changes in auditors

There have been no changes in the auditors of our Company during the three years preceding the date of this
Prospectus.

Green Shoe Option
No green shoe option is contemplated under the Offer.
Filing

A copy of the Draft Red Herring Prospectus has been filed electronically on the SEBI’s online portal and at
cfddil@sebi.gov.in, in accordance with the instructions issued by SEBI on March 27, 2020, in relation to “Easing
of Operational Procedure —Division of Issues and Listing -CFD” and has also been filed with Securities and
Exchange Board of India Eastern Regional Office at L&T Chambers, 3" Floor, 16 Camac Street, Kolkata - 700017,
West Bengal, India.

A copy of the Red Herring Prospectus, along with the documents required to be filed, were delivered for filing to
the RoC in accordance with Section 32 of the Companies Act 2013, and a copy of this Prospectus required to be
filed under Section 26 of the Companies Act 2013 will be delivered for filing to the RoC situated at the address
mentioned below:

Registrar of Companies

Nizam Palace

2™ MSO Building

2 floor, 234/4, A.J.C.B. Road
Kolkata 700 020

West Bengal, India

Expert to the Offer
Except as disclosed below, our Company has not obtained any expert opinions:

Our Company has received written consent dated December 6, 2021 from Price Waterhouse & Co Bangalore LLP
to include their name as required under section 26 (5) of the Companies Act, 2013 read with SEBI ICDR
Regulations, in this Prospectus and as an “expert” as defined under section 2(38) of the Companies Act, 2013 to
the extent and in their capacity as our Statutory Auditors, and in respect of their examination report, dated
November 10, 2021 on our Restated Consolidated Financial Information in this Prospectus and such consent has
not been withdrawn as on the date of this Prospectus. However, the term “expert” shall not be construed to mean
an “expert” as defined under the U.S. Securities Act.

76
Book Building Process

Book building, in the context of the Offer, refers to the process of collection of Bids from investors on the basis
of the Red Herring Prospectus and the Bid cum Application Forms and the Revision Forms within the Price Band,
which was decided by our Company and the Selling Shareholders, in consultation with the BRLMs and advertised
in all editions of Financial Express (a widely circulated English national daily newspaper), all editions of Jansatta
(a widely circulated Hindi national daily newspaper) and all editions of Arthik Lipi (a widely circulated Bengali
regional daily newspaper, Bengali being the regional language in West Bengal, where our Registered Office is
located), at least two Working Days prior to the Bid/Offer Opening Date and made available to the Stock
Exchanges for the purposes of uploading on their respective websites. The Offer Price has been determined by our
Company and the Selling Shareholders, in consultation with the BRLMs after the Bid/Offer Closing Date. For
details, see “Offer Procedure” beginning on page 380.

All Bidders, except Anchor Investors, were mandatorily required to use the ASBA process for participating
in the Offer by providing details of their respective ASBA Account in which the corresponding Bid Amount
will be blocked by SCSBs. In addition to this, the Retail Individual Investors participated through the ASBA.
process by either (a) providing the details of their respective ASBA Account in which the corresponding
Bid Amount will be blocked by SCSBs; or (b) through the UPI Mechanism. Anchor Investors were not
permitted to participate in the Offer through the ASBA process.

In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Investors were not allowed to
withdraw or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount)
at any stage. Retail Individual Investors (subject to the Bid Amount being up to = 200,000) could revise
their Bids during the Bid/Offer Period and withdraw their Bids on or before the Bid/Offer Closing Date.
Further, Anchor Investors could not withdraw their Bids after the Anchor Investor Bid/ Offer Period.
Allocation to the Anchor Investors was on a discretionary basis.

For further details on the method and procedure for Bidding and book building procedure, see “Offer Structure”
and “Offer Procedure” beginning on pages 377 and 380, respectively.

The Book Building Process under the SEBI ICDR Regulations and the Bidding process are subject to
change from time to time.

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

Underwriting Agreement

Our Company and the Selling Shareholders have entered into an Underwriting Agreement with the Underwriters
for the Equity Shares proposed to be offered/issued through the Offer. Pursuant to the terms of the Underwriting
Agreement, each of the BRLMs will be severally responsible for bringing in the amount devolved, in the event
any of their respective Syndicate Members do not fulfill their underwriting obligations. Pursuant to the terms of
the Underwriting Agreement, the obligations of the Underwriters are several and are subject to certain conditions
to closing, as specified therein.

The Underwriting Agreement is dated December 6, 2021. The Underwriters have indicated their intention to
underwrite the following number of Equity Shares:

 

Name, address, telephone, facsimile and e-mail of the Indicative Number of Amount
Underwriters Equity Shares to be Underwritten
Underwritten (in million)
‘Axis Capital Limited 6,834,739 3,096.14

1* Floor, Axis House, C-2, Wadia International Centre

P. B. Marg, Worli, Mumbai 400 025,

Maharashtra, India

Tel: +91 22 4325 2183; E-mail: tega.ipo@axiscap.in

JM Financial Limited 6,834,639 3,096.09
7 Floor, Cnergy, Appasaheb Marathe Marg

Prabhadevi, Mumbai 400 025,

Maharashtra, India

Tel: + 91 22 6630 3030; E-mail: tega.ipo@jmfl.com

JM Financial Services Limited 100 0.05
Ground Floor, 2, 3 & 4, Kamanwala Chambers

 

77
 

‘Name, address, telephone, facsimile and e-mail of the Indicative Number of Amount
Underwriters Equity Shares to be Underwritten
Underwritten (in million)

Sir PM Road, Fort, Mumbai 400 001

Maharashtra, India

Tel: +91 022 6136 3400; Email: t.kumar@jmfl.com/

sona.verghese@jmfl.com

Total Offer size 13,669,478 6,192.27

 

The abovementioned amounts are provided for indicative purposes only and would be finalized after the
finalizationof the Basis of Allotment and actual allocation and subject to the provisions of the SEBI ICDR
Regulations.

In the opinion of our Board of Directors (based on representations made to our Company by the Underwriters),
the resources of the Underwriters are sufficient to enable them to discharge their respective underwriting
obligations in full. The Underwriters are registered with SEBI under Section 12(1) of the SEBI Act or registered
as brokers with the Stock Exchange(s). Our Board of Directors, at its meeting held on December 6, 2021, has
accepted and entered into the Underwriting Agreement mentioned above on behalf of our Company.

Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitments set
forth in the table above. Notwithstanding the above table, the Underwriters shall be severally responsible for
ensuring payment with respect to Equity Shares allocated to investors procured by them. In the event of any default
in payment, the respective Underwriter, in addition to other obligations defined in the Underwriting Agreement,
will also be required to procure subscriptions for/subscribe to Equity Shares to the extent of the defaulted amount
in accordance with the Underwriting Agreement.

78
CAPITAL STRUCTURE

The share capital of our Company, as of the date of this Prospectus, is set forth below:

 

Particulars Aggregate Aggregate value
nominal value at Offer Price
(in Z million)
A) AUTHORIZED SHARE CAPITAL“

70,000,000 Equity Shares of face value of & 10 each 700 -
25,000,000 Redeemable Preference Shares of face value of & 10 each 250 :
10,000,000 CCPP of face value of & 10 each 100 =
ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE OFFER
66,293,149 Equity Shares of face value of = 10 each 662.93 -

C) PRESENT OFFER IN TERMS OF THIS PROSPECTUS
Offer of 13,669,478" Equity Shares of face value of 710 each? 0) 136.69" 6,192.27"

D) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE OFFER
66,293,149" Equity Shares of face value of & 10 each 662.93 =

E) SECURITIES PREMIUM ACCOUNT
Before (as on the date of this Prospectus) and after the Offer % 902.10 million

 

*Subject to finalization of Basis of Allotment

(1). For details in relation to changes in the authorized share capital of our Company, see “History and Certain Corporate Matters —
Amendments to the Memorandum of Association ” on page 171.

(2) The Offer has been authorized by a resolution of our Board dated April 30, 2021. Further, our Board has taken on record the approval
for the Offer for Sale by the Selling Shareholders pursuant to its resolution dated August 16, 2021.

(3) The Selling Shareholders have confirmed and authorized their respective participation in the Offer for Sale. The Equity Shares being
offered by each of the Selling Shareholders have been held by such Selling Shareholder for a period of at least one year prior to the date
of filing of the Draft Red Herring Prospectus in accordance with the SEBI ICDR Regulations and accordingly, are eligible for the Offer
in accordance with the provisions of the SEBI ICDR Regulations and confirms that its respective Offered Shares (arising upon conversion
of the respective CCPP held by it) will be eligible to be offered for sale in the Offer in terms of the SEBI ICDR Regulations. For details,
see “The Offer” and “Other Regulatory and Statutory Disclosures" on pages 64 and 362, respectively.

Notes to Capital Structure
1. Share Capital History
a. Equity share capital history of our Company

The following table sets forth the history of the equity share capital of our Company:

 

Date of Reason / No. ofequity Face value Issue price Nature of
allotment Nature of allotment shares per equity per equity consideration
allotted share share
@ @
May 24, 1976 Subscription to the 7 10 10 Cash
Memorandum of Association"

February 17, Further issue®)* 50,000 10 10 Cash
1977

March 14, 1977 _ Rights issue” 52,500 10 10 Cash
March 28, 1977 _ Rights issue” 33,500 10 10 Cash
April 28,1977 _ Rights issue” 43,500 10 10 Cash
July 6, 1977 Further issue® * 20,430 10 10 Cash
July 27, 1977 Rights issue * 63 10 10 Cash
September 28, Further Issue ®* 150,000 10 10 Cash
1977

October 4, 1977 Further issue®* 150,000 10 10 Cash
July 21, 1980 Rights issue@* 89,000 10 10 Cash
January 6, 1981 Further issue) * 11,000 10 10 Cash
September 17, Further issue?) 400,000 10 20.50 Cash
1990

December 7, Further issue)” 250,000 10 10 Cash
2001

March 1, 2002 Further issue) * 250,000 10 10 Cash
September 2, Cancellation of shares) (401,000) 10 NA. NA.
2002

 

79
 

Date of Reason/ No. ofequity Face value Issue price Nature of

allotment Nature of allotment shares per equity per equity consideration
allotted share share
® @.
September 2, + Scheme of amalgamation“) ” 651,734 10 NAL Other than cash
2002
March 31, 2003 _ Rights issue)” 875,362 10 10 Cash
March 27, 2004 _ Rights issue"®)* 787,824 10 10 Cash
September 30, Rights issue” 341,389 10 10 Cash
2004
March 22, 2005 _ Rights issue) 375,527 10 10 Cash
August 7 2007 Further issue?) 300,000 10 65 Cash
October 5, 2013 Bonus issuance in the ratio of | 53,170,032 10 NAL NA.
12:10)

November 10, Conversion of CCPP in the 8,692,281 10 NA. N.A.
2021 ratio of 1:12)

 

“The resolution(s) passed by our Board and/or Shareholders and/or Form 2 filed in relation to such allotment of Equity Shares of our Company
are untraceable and consequently, we are unable to ascertain certain details about such allotments, including the nature of allotment, nature
of consideration and issue price per Equity Share. Our Company has, through letters dated July 5, 2021 and September 27, 2021, preferred
two right to information applications before the Public Information Officer, Registrar of Companies, West Bengal requesting the authorities
to provide all the Form 2 filings and the certified copies of documents available with the RoC in relation to our Company since its inception.
Further, Aditya Tiwari & Company, Practising Company Secretary, has conducted an independent search at the RoC office and submitted a
report dated July 14, 2021 to extract the Company's form filings. For details, see “Risk Factors- We have been unable to locate certain of
our historical corporate records. ” on page 31.

®

@

@

o

o

o

One Equity Share each allotted to Madan Mohan Mohanka, Framroze Ruttonji Bhesania, Tara Chand Mohanka, Manoj Basu, Nanda
Kishore Varma, Partha Sarathi Roy and Tattamangalam Vaidyanathan Sivarama Krishnan

50,000 Equity Shares were allotted to Techno Electric & Engg. Corporation Limited

5,500 Equity Shares were allotted to Madan Mohanka HUF, 6,000 Equity Shares were allotted to Tara Chand Mohanka, 2,000 Equity
Shares were allotted to Durga Dutt Mohanka, 3,000 Equity Shares were allotted to Savitri Devi, 10,000 Equity Shares were allotted to
Madan Mohan Mohanka and Tara Chand Mohanka as the trustee of Lalit Kumar and Manoj Kumar and 26,000 Equity Shares were
allotted to Primax Investments Private Limited

3,400 Equity Shares were allotted to Manju Mohanka, 4,800 Equity Shares were allotted to Sohanlal Mohanka, 6,000 Equity Shares
were allotted to Madan Mohan Mohanka, 3,000 Equity Shares were allotted to Durga Dutt Mohanka & Ors HUF, 1,800 Equity Shares
were allotted to Savitri Devi Mohanka, 14,000 Equity Shares were allotted to Primax Investments Private Limited and 500 Equity Shares
were allotted to Framroze Ruttonji Bhesania

20,000 Equity Shares allotted to Primax Investments Private Limited, 5,000 Equity Shares were allotted to Techno Pipeworks Engg.
Corporation (1) Private Limited, 500 Equity Shares were allotted to Manjari Sahi, 500 Equity Shares were allotted to Suresh Chandra
Soni and Shanta Soni, 300 Equity Shares were allotted to Manoj Basu, 250 Equity Shares were allotted to Binod Kumar Shah, 500 Equity
Shares allotted to S, Mohan, 500 Equity Shares were allotted to S, Mukanden, 500 Equity Shares were allotted to N. Doraiswamy, 500
Equity Shares were allotted to Saroja Doraiswamy, 500 Equity Shares were allotted to Bragathkujam, 500 Equity Shares were allotted
to Chandrika Mahalingam, 250 Equity Shares were allotted to Gautam Ghosh, 200 Equity Shares were allotted to Jeboo Dara Antia &
Dara Pirojshaw Antia, 5,000 Equity Shares were allotted to Electro Zavod (1) Private Limited, 6,000 Equity Shares were allotted to
Primax Investments Private Limited, 2,000 Equity Shares were allotted to Purushottam Mall and 500 Equity Shares were allotted to
Shanta Soni and Suresh Chandra Soni.

100 Equity Shares were allotted to Jeboo Dara Antia & Dara Pirojshaw Antia, 200 Equity Shares were allotted to Ajit Kaur Bassi &
Inder Jit Singh Bassi, 100 Equity Shares were allotted to Damodar Ropeways & Const Corporation Private Limited, 200 Equity Shares
were allotted to Uma Nath Sadhu, 200 Equity Shares were allotted to Amar Nath Sadhu, 500 Equity Shares were allotted to Ram
Bujhawan Sinha and Yashovardhan Sinha, 500 Equity Shares were allotted to Prasanto Kumar Mukherjee and Puspa Mukherjee, 50
Equity Shares were allotted to Nalini Bhattacharyya, 50 Equity Shares were allotted to Nirmal Devi, 50 Equity Shares were allotted to
Ram Adhar Mishra, 50 Equity Shares were allotted to K.E. Oonnoonney, 50 Equity Shares were allotted to Nairit Kumar Mukherjee, 50
Equity Shares were allotted to Ganga Narayan Sinha, 100 Equity Shares were allotted to Chandrambath Srinivasan and Usha
Srinivasan, 50 Equity Shares were allotted to Chand Kumar Kaul, 50 Equity Shares were allotted to Swapan Kumar Sarkar, 50 Equity
Shares were allotted to K. Venu Gopalan, 50 Equity Shares were allotted to Subhasish Mukherjee, 50 Equity Shares were allotted to
Susobhan Dasgupta, 100 Equity Shares were allotted to Niranjan Sasmal and Chhaya Sasmal, 100 Equity Shares were allotted to Rabikar
Chatterjee, 100 Equity Shares were allotted to Ratan Mani Dutta, 200 Equity Shares were allotted to Partha Sarathi Roy, 50 Equity
Shares were allotted to Indrani Dasgupta, 50 Equity Shares were allotted to Pushpa M. Pherwani, 50 Equity Shares were allotted to
Kaberi Roy, 500 Equity Shares were allotted to V. Krishnan and Usha Krishnan, 50 Equity Shares were allotted to Gobind Charan Gaya,
100 Equity Shares were allotted to Sachidanandam Shista, 50 Equity Shares were allotted to Mumtaz Alam, 50 Equity Shares were
allotted to Manohar Khachane, 100 Equity Shares were allotted to Manik Chandra Mandal, 50 Equity Shares were allotted to Shanti
Lal Mathur, 50 Equity Shares were allotted to Asis Kumar Roy Chaudhuri, 200 Equity Shares were allotted to N.R. Ramachandran, 50
Equity Shares were allotted to Asok Kumar Tewari and Subithi Tewari, 50 Equity Shares were allotted to Kalidas Bhattacharjee and
Gita Bhattacharjee, 50 Equity Shares were allotted to Namita Das, 200 Equity Shares were allotted to Deva Priya Sen, 2,600 Equity
Shares were allotted to Padam Parkash Gupta, 300 Equity Shares were allotted to Mahendra Kumar Mittal, 50 Equity Shares were
allotted to Sujal Kumar Ghosh, 300 Equity Shares were allotted to Pravin Kumar, 50 Equity Shares were allotted to Alka Kapur, 500
Equity Shares were allotted to Vishva Rattan Sud, 100 Equity Shares were allotted to L.R.M. Nathan and N. Nathan, 5,000 Equity Shares
were allotted to Techno Pipeworks Engg. Corporation (1) Private Limited, 50 Equity Shares were allotted to Niranjan Chakraborty, 100
Equity Shares were allotted to Atish Ratan Dasgupta, 250 Equity Shares were allotted to Shapur Jamshed Dalal, 250 Equity Shares were
allotted to Aparajita Basu, 250 Equity Shares were allotted to Amarendra Nath Basu, 250 Equity Shares were allotted to Usha Basu,

80
o

©

o

a0)

ay

(2)

(3)

as)

a3)

15)

“7

a)

as)

20)

2

250 Equity Shares were allotted to Mita Ghosh, 500 Equity Shares were allotted to Shibani Iyengar 400 Equity Shares were allotted to
Rajan Sapra, 500 Equity Shares were allotted to Raja Shah, 200 Equity Shares were allotted to Ram Dhan Sharma, 5,130 Equity Shares
were allotted to Deluxe Investment & Agencies Private Limited, 100 Equity Shares were allotted to Urmila Sodhani, 500 Equity Shares
were allotted to Prabha Agarwal, 500 Equity Shares were allotted to Ratan Lal Agarwal and 50 Equity Shares were allotted to Sibananda
Majumdar

63 Equity Shares were allotted to Manoj Basu

55,000 Equity Shares were allotted to West Bengal Industrial Development Corporation Limited, 70,000 Equity Shares were allotted to
Industrial Credit and Investment Corporation of India Limited and 25,000 Equity Shares were allotted to State Bank of India

100,000 Equity Shares were allotted to Industrial Development Bank of India and 50,000 Equity Shares were allotted to Industrial
Finance Corporation of India

10,000 Equity Shares were allotted to Industrial Finance Corporation of India, 20,000 Equity Shares were allotted to Industrial
Development Bank of India, 14,000 Equity Shares were allotted to Industrial Credit and Investment Corporation of India Limited, 5,000
Equity Shares were allotted to State Bank of India, 10,400 Equity Shares were allotted to Madan Mohan Mohanka, 12,500 Equity Shares
were allotted to Tara Chand Mohanka, 13,000 Equity Shares were allotted to Primax Investments Private Limited, 500 Equity Shares
were allotted to Manoj Basu, 500 Equity Shares were allotted to Manju Mohanka, 500 Equity Shares were allotted to Deva Priya Sen,
2,000 Equity Shares were allotted to Deluxe Investment & Agencies Private Limited, 200 Equity Shares were allotted to N.R.
Ramachandran, 200 Equity Shares were allotted to M.K. Mittal and 200 Equity Shares were allotted to R. Sapra

11,000 Equity Shares were allotted to West Bengal Industrial Development Corporation Limited

400,000 Equity Shares were allotted to Skega Aktiebolag

250,000 Equity Shares were allotted to TPW Engineering Private Limited

250,000 Equity Shares were allotted to TPW Engineering Private Limited

401,000 Equity Shares were cancelled by our Company pursuant to the resolution dated September 2, 2002 approved by our Board

Allotment of 867 Equity Shares to Ashok Gupta, 304,200 Equity Shares to Mehul Mohanka and 346,667 Equity Shares to Manish
Mohanka as shareholders of the erstwhile MM Global Private Limited (“MMGPL"), pursuant to the scheme of amalgamation of
MMGPL with our Company, which was approved by the High Court of Kolkata by its order dated April 19, 2002

109,049 Equity Shares were allotted to Deluxe Investment & Agencies Private Limited, 409,136 Equity Shares were allotted to Monarch
Systems (I) Private Limited, 277,177 Equity Shares were allotted to TPW Engineering Private Limited and 80,000 Equity Shares were
issued to Spencer Business Private Limited

249,293 Equity Shares were allotted to TPW Engineering Private Limited, 315,351 Equity Shares were issued to Spencer Business
Private Limited, 97,845 Equity Shares were allotted to Deluxe Investment & Agencies Private Limited, 100,000 Equity Shares were
issued to Monarch Systems (1) Private Limited and 25,335 Equity Shares were issued to Madan Mohan Mohanka as karta of Madan
Mohan Mohanka HUF

9,863 Equity Shares were allotted to Manju Mohanka, 4,895 Equity Shares were allotted to Amar Nath Sadhu, 98,693 Equity Shares
were allotted to Madan Mohan Mohanka, as the legal guardian of Manish Mohanka, 97,956 Equity Shares were allotted to Madan
Mohan Mohanka in his capacity as the Karta for Madan Mohan Mohanka HUF, 63,669 Equity Shares were allotted to Madan Mohan
Mohanka and 66,313 Equity Shares were allotted to Mehul Mohanka

44,461 Equity Shares were allotted to Madan Mohan Mohanka in his capacity as the Karta for Madan Mohan Mohanka HUF, 163,084
Equity Shares were allotted to Mehul Mohanka and 167,982 Equity Shares were allotted to Manish Mohanka

200,000 Equity Shares were allotted to NFSPL and 100,000 Equity Shares were issued to Marudhar Food & Credit Limited

Bonus issuance of 53,170,032 Equity Shares in the ratio of 12:1, i.e., for every Equity Share held by an existing shareholder, 12 bonus
Equity Shares were issued, consisting of 13,404 Equity Shares to Mehul Mohanka HUF, 944,628 Equity Shares to Madan Mohan
Mohanka, 61,140 Equity Shares to Amar Nath Sadhu, 4,800 Equity Shares to N.R. Ramachandran, 3,600 Equity Shares to Pravin Kumar,
7,330,944 Equity Shares to Manish Mohanka, 6,858,120 Equity Shares to Mehul Mohanka, 3,000 Equity Shares to Jeroo Dalal,
33,741,372 Equity Shares to NFSPL, 2,016,024 Equity Shares to Madan Mohan Mohanka (HUF), 1,200,000 Equity Shares to Marudhar
Food and Credit Limited, 6,000 Equity Shares each to Mrs. Mucca Framroze Bhesania, S. Mohan, S. Mukandan, T.N. Doraiswami,
Saroja Doraiswamy, V Krishnan and Usha Krishnan and Raja Shah, 1,200 Equity Shares each to Damodar Ropeways & Construction
Corporation Private Limited, Chandrambath Srinivasan and Mrs. Uma Srinivasan, Susobhan Dasgupta, Sachinandan Shista. L.R.M.
Nathan and Urmila Sodhani, 2,400 Equity Shares each to Tridib Nath Sadhu, Partha Sarathi Roy and Padam Prakash Gupta, 4,800
Equity Shares to Yashovardhan Sinha and Mahendra Kumar, 600 Equity Shares each to Nalini Ranjan Bhattacharjee, Ram Adhar
Mishra, K.E. Oonnooney, Nairit Kumar Mukherjee, Ganga Narayan Sinha, Chand Kumar Kaul, K. Venu Gopalan, Indrani Dasgupta,
Kaberi Roy Choudhury, Mumtaz Alam, Manohar Khachane, Shantilal Mathur, Kalidas Bhattacharjee and Gita Bhattacharjee, Niranjan
Chakraborty, and Sibananda Mazumdar, 12 Equity Shares each to F.R. Bhesania and Techno Electric and Engineering Corporation
Limited, TC Mohanka and Techno Electric and Engineering Corporation Limited, Manoj Basu and Techno Electric and Engineering
Corporation Limited, N.K. Verma and Techno Electric and Engineering Corporation Limited, P.S. Roy and Techno Electric and
Engineering Corporation Limited, TVS Krishnan and Techno Electric and Engineering Corporation Limited, Madan Mohan Mohanka
and Techno Electric and Engineering Corporation Limited, and 922,716 Equity Shares to Wagner pursuant to capitalisation of Securities
Premium Reserve Account and General Reserve Account of our Company, as at March 31, 2013

8,692,281 Equity Shares allotted to Wagner Limited pursuant to conversion of 8,692,281 CCPP held by them in the ratio of 1:1, pursuant
to resolutions dated November 10, 2021 passed by our Board and Shareholders. For further details, see “- Notes to the Capital Structure
~ Preference Share capital history of our Company ” below.

81
b.

Preference share capital history of our Company

The following table sets forth the history of the CCPP of our Company.

 

Date of Reason / No. of Face value per ‘Issue price per Nature of consideration
allotment Nature of allotment _— preference _ preference share preference
shares allotted @ share
®

May 11, _ Preferential 668,637 10 2,243.40 Cash
2011 allotment")
October 5, Bonus issuance 8,023,644 10 NA. NA.
2013 in the ratio of

12:10)
November Conversion to (8,692,281) 10 NA. NA.
10, 2021 Equity Shares

in the ratio of

110)

 

oD

@

@

668,637 CCPP were allotted to Wagner pursuant to Share Subscription and Share Purchase Agreement dated May 11, 2011. For details
of the rights in relation to the CCPP, see ‘History and other Corporate Matters- Shareholders’ Agreements and Other Agreements’
on page 172.

Bonus issuance of 8,023,644 CCPP to Wagner Limited in the ratio of 12:1, i.e., for every CCPP held, 12 bonus CCPP were issued
pursuant to capitalisation of Securities Premium Reserve Account and General Reserve Account of our Company, as at March 31, 2013.
The CCPP have been converted into 8,692,281 Equity Shares. For details of the conversion of CCPP to Equity Shares, see“ Notes to
Capital Structure — Share Capital History-Equity Share capital history of our Company " above.

 

2. As on the date of this Prospectus, our Company has not issued Equity Shares or CCPP out of revaluation
reserves at any time since incorporation.
By Issue of Equity Shares under employee stock option schemes
For details of Equity Shares issued by our Company pursuant to the exercise of options which have been
granted under the employee stock option schemes, see “- Equity Share capital history of our Company”
below.
4, Except as stated below, as on date of this Prospectus, our Company has not issued Equity Shares or CCPP
for consideration other than cash at any time since incorporation.
Date of Reason nature No. of Face value Issue Nature of Benefits to our Company
allotment of allotment equity/ per equity price per consideration
preference _share/ equity
shares preference _ share
allotted shares ®@
®
September 2, Scheme of 651,734 10 NA. Other than See “History and Certain
2002 amalgamation") cash Corporate Matters —
Details regarding
acquisition of business/
undertakings,
mergers, amalgamation,
revaluation of assets” on
page
October 5, Bonus issuance 53,170,032 10 NA. N.A. _
2013 in the ratio of
12:10)
Bonus issuance 8,023,644 10 NA. NA. _
in the ratio of
12:18)

 

w

@

Allotment of 867 Equity Shares to Ashok Gupta, 304,200 Equity Shares to Mehul Mohanka and 346,667 Equity Shares to Manish
Mohanka as shareholders of the erstwhile MM Global Private Limited (“MMGPL"), pursuant to the scheme of amalgamation of
MMGPL with our Company, which was approved by the High Court of Kolkata by its order dated April 19, 2002

Bonus issuance of 53,170,032 Equity Shares in the ratio of 12:1 i.e. for every Equity Share held by an existing shareholder, 12 bonus
Equity Shares, consisting of 13,404 Equity Shares to Mehul Mohanka HUF, 944,628 Equity Shares to Madan Mohan Mohanka, 61,140
Equity Shares to Amar Nath Sadhu, 4,800 Equity Shares to N.R. Ramachandran, 3,600 Equity Shares to Pravin Kumar, 7,330,944 Equity
Shares to Manish Mohanka, 6,858,120 Equity Shares to Mehul Mohanka, 3,000 Equity Shares to Jeroo Dalal, 33,741,372 Equity Shares
to NFSPL, 2,016,024 Equity Shares to Madan Mohan Mohanka (HUF), 1,200,000 Equity Shares to Marudhar Food and Credit Limited,
6,000 Equity Shares each to Mrs. Mucca Framroze Bhesania, S. Mohan, S. Mukandan, T.N. Doraiswami, Saroja Doraiswamy, V
Krishnan and Usha Krishnan and Raja Shah, 1,200 Equity Shares each to Damodar Ropeways & Construction Corporation Private

82
@

5.

Limited, Chandrambath Srinivasan and Mrs. Uma Srinivasan, Susobhan Dasgupta, Sachinandan Shista. L.R.M. Nathan and Urmila
Sodhani, 2,400 Equity Shares each to Tridib Nath Sadhu, Partha Sarathi Roy and Padam Prakash Gupta, 4,800 Equity Shares to
Yashovardhan Sinha and Mahendra Kumar, 600 Equity Shares each to Nalini Ranjan Bhattacharjee, Ram Adhar Mishra, K.E.
Oonnooney, Nairit Kumar Mukherjee, Ganga Narayan Sinha, Chand Kumar Kaul, K. Venu Gopalan, Indrani Dasgupta, Kaberi Roy
Choudhury, Mumtaz Alam, Manohar Khachane, Shantilal Mathur, Kalidas Bhattacharjee and Gita Bhattacharjee, Niranjan
Chakraborty, and Sibananda Mazumdar, 12 Equity Shares each to F.R. Bhesania and Techno Electric and Engineering Corporation
Limited, TC Mohanka and Techno Electric and Engineering Corporation Limited, Manoj Basu and Techno Electric and Engineering
Corporation Limited, N.K. Verma and Techno Electric and Engineering Corporation Limited, P.S. Roy and Techno Electric and
Engineering Corporation Limited, TVS Krishnan and Techno Electric and Engineering Corporation Limited, Madan Mohan Mohanka
and Techno Electric and Engineering Corporation Limited, and 922,716 Equity Shares to Wagner pursuant to capitalisation of Securities
Premium Reserve Account and General Reserve Account of our Company, as at March 31, 2013

Bonus issuance of 8,023,644 CCPP to Wagner Limited in the ratio of 12:1, i.e., for every CCPP held, 12 bonus CCPP were issued
pursuant to capitalisation of Securities Premium Reserve Account and General Reserve Account of our Company, as at March 31, 2013

Equity shares issued pursuant to scheme of arrangement

Our Company has not allotted any equity shares pursuant to any scheme approved under Sections 391 to 394 of
the Companies Act 1956 or Sections 230 to 234 of the Companies Act 2013, except as stated below:

 

Date of No. of Face value per Issue price per Benefits to our Company
allotment equity equity share equity share
shares ® ®@
allotted
September 2, 651,734) 10 NA. See “Details regarding material acquisitions
2002 or divestments of _business/undertakings,

mergers, amalgamation, revaluation of assets,
etc. in the last 10 years” on page 172

 

D

Allotment of 867 Equity Shares to Ashok Gupta, 304,200 Equity Shares to Mehul Mohanka and 346,667 Equity Shares to Manish
Mohanka as shareholders of the erstwhile MM Global Private Limited (‘MMGPL”), pursuant to the scheme of amalgamation of
MMGPL with our Company, which was approved by the High Court of Kolkata by its order dated April 19, 2002

Our Company has not issued Equity Shares in the previous one year immediately preceding the date of
the Draft Red Herring Prospectus, the Red Herring Prospectus and this Prospectus.

Our Company has not issued CCPP in the previous one year immediately preceding the date of the Red
Herring Prospectus and this Prospectus.

83
 

8. History of equity share capital build-up, contribution and lock-in of Promoters’ shareholding
(@ Build-up of Promoters’ shareholding in our Company
As on the date of this Prospectus, our Promoters hold 55,161,483 Equity Shares aggregating to 83.21% of the issued, subscribed and paid-up equity share capital of
our Company.
Set forth below is the build-up of the equity shareholding of our Promoters, since incorporation of our Company:
Date of allotment/ Number of Face value per Issue/ Nature of Nature of transaction Percentage of Percentage of
transfer/ equity shares equity share Acquisition/ consideration pre-Offer _post-Offer equity
acquisition of shares _alllotted / @ transfer price equity share share capital of
transferred per equity share capital of the the Company (%)
®@ Company (%)
Madan Mohan Mohanka
May 24, 1976 1 10 10 Cash Subscription to the Memorandum of Association 0.00 0.00
(a) 10 10 Cash Transfer of Equity Shares to F.R. Bhesania 0.00 0.00
September 14, 1976 (nominee of Techno Electric &Engineering
Company Limited)
March 28, 1977 6,000 10 10 ‘Cash Rights issue” 0.01 0.01
July 21, 1980 10,400 10 10 Cash Rights issue” 0.02 0.02
December 6, 1980” 50 10 10 Cash Transfer of Equity Shares by P. Sundaresan Menon 0.00 0.00
January 6, 1981" 100 10 10 Cash Transfer of Equity Shares by Yashovardhan Sinha 0.00 0.00
(1,500) 10 10 Cash Transfer of Equity Shares to Madan Mohan 0.00 0.00
November 6, 1984” Mohanka HUP
(6,000) 10 10 Cash Transfer of Equity Shares to Manju Mohanka (0.01) (0.01)
March 26, 1996 15,000 10 45 Cash Transfer of Equity Shares by Industrial Finance 0.02 0.02
Corporation of India
August 20, 1996 20,000 10 45 Cash hoe of Equity Shares by Industrial Credit and 0.03 0.03
Investment Corporation of India
April 9, 1999 (22,000) 10 Nil Gift Transfer of Equity Shares to Manish Mohanka (0.03) (0.03)
(23,000) 10 Nil Gift Transfer of Equity Shares to Mehul Mohanka (0.03) (0.03)
November 22, 2001 400,000 10 43 Cash Transfer of Equity Shares by Svedala Skega AB 0.60 0.60
(13,000) 10 43 Cash Transfer of Equity Shares to Manju Mohanka (0.02) (0.02)
(15,000) 10 43 Cash Transfer of Equity Shares to Deluxe Investment & (0.02) (0.02)
Agencies Private Limited
December 7, 2001 (322,000) 10 43 Cash Transfer of Equity Shares to MM Global Private (0.49) (0.49)
Limited
(35,000) 10 43 Cash Transfer of Equity Shares to Spencer Business (0.05) (0.05)
Private Limited
September 30, 2004 63,669 10 10 Cash Rights issue 0.09 0.09
October 5, 2013 944,628 10 NA. NA. Bonus issuance 1.42 1.42

84
 

Date of allotment/
transfer/
acquisition of shares

April 21, 2015

August 24, 2018

January 10, 2020"
April 27, 2021”
June 30, 2021

(A) Sub-total
Mehul Mohanka

June 7, 1986"

January 30, 1993

December 21, 1993
June 28, 1995
September 25, 1995”

March 26, 1996

August 25, 1998

April 9, 1999

September 2, 2002

Number of
equity shares
allotted /
transferred

7,429,630
650

650
2,600
650

650
3,250
2,184,026

(1,988,794)
6,500

8,663,159
2,000

2,050
400

500
300

863
200

100
500
500
500
23,000

7,000

304,200

Face value per
equity share
®@

10
10
10

10
10
10

10
10

10

10
10

10
10

10
10

10
10
10
10

10

Issue/
Acquisition/
transfer price
per equity share
@

NA.
100

100
100
100
100
100
0.81

Nil
225°

15.02

15.02
15.02

5
18

20
30

31
31
31
25
Nil

25

NA.

Nature of
consideration

Gift
Cash

Cash
Cash
Cash
Cash
Cash

Other than cash

Gift
Cash

Cash

Cash
Cash

Cash

Cash

Cash
Cash

Cash
Cash
Cash
Cash
Gift
Cash

Other than cash

85

Nature of transaction

Transfer of Equity Shares by Mehul Mohanka
Transfer of Equity Shares by Nalini Ranjan
Bhattacharjee

Transfer of Equity Shares by Chand Kumar Paul
Transfer of Equity Shares by Parth Sarathi Roy
Transfer of Equity Shares by Kaberi Roy
Choudhary

Transfer of Equity Shares by Manohar Kachane
Transfer of Equity Shares by Jeroo Dalal

Transfer of Equity Shares by Madan Mohan
Mohanka HUP

Transfer of Equity Shares to Mehul Mohanka
Transfer of Equity Shares by Raja Shah to Madan
Mohan Mohanka

Transfer of Equity Shares by Electro Zavod (India)
Private Limited

Transfer of Equity Shares by Durga Dutt Mohanka
Transfer of Equity Shares by Savitri Devi
Mohanka

Transfer of Equity Shares by Suresh Soni and
Shanta Soni

Transfer of Equity Shares by Jeroo Dara Ankia &
Dara Pirojshaw Ankia

Transfer of Equity Shares by Roma Basu

Transfer of Equity Shares by Inder Singh Bassi and
Ajit Kumar Bassi

Transfer of Equity Shares by Ratan Mani Dutta
Transfer of Equity Shares by Ratan Lal Agarwal
Transfer of Equity Shares by Prabha Agarwal
Transfer of Equity Shares by Vibha Gupta
Transfer of Equity Shares by Madan Mohan
Mohanka

Transfer of Equity Shares by Madan Mohan
Mohanka HUP

Scheme of amalgamation

Percentage of
pre-Offer
equity share
capital of the
Company (%)
11.21
0.00

0.00
0.00
0.00
0.00
0.00
3.29

(3.00)
0.01

13.07

0.00
0.00

0.00
0.00

0.00
0.00

0.00
0.00
0.00
0.00
0.03

0.01

0.46,

Percentage of
post-Offer equity
share capital of
the Company (%)

11.21
0.00

0.00
0.00
0.00
0.00
0.00
3.29

(3.00)
0.01

13.07
0.00

0.00
0.00

0.00
0.00

0.00
0.00

0.00
0.00
0.00
0.00
0.03

0.01

0.46
 

Date of allotment/
transfer/
acquisition of shares

September 30, 2004
March 22, 2005
October 5, 2013

April 21, 2015
April 7, 2021

April 27, 2021
(B) Sub-total
Manish Mohanka

June 7, 1986"

January 30, 1993

March 28, 1995
June 28, 1995~

August 31, 1995

December 18, 1995
August 25, 1998
April 9, 1999

September 2, 2002
September 30, 2004
March 22, 2005
May 11, 2011

Number of
equity shares
allotted /
transferred

66,313
163,084
6,858,120
(7,429,630)
14,521
1,988,794
2,003,315
3,000
400

500

200
2,000

100
50

250
22,000

346,667

98,693
167,982
(32,180)

Face value per
equity share
®@

10
10

10
10

10
10
10
10
10
10
10

10
10

10
10

10
10

10
10

10

Issue/
Acquisition/
transfer price
per equity share
@

10
10
NA.
Nil

2.22

Nil

15
15
5

20
20
31
31
31

31
30

31
31

25
Nil

NA.
10
10
1,950.80

Natureof Nature of transaction
consideration
Cash Rights issue
Cash Rights issue
N.A. Bonus issuance
Gift Transfer of Equity Shares to Madan Mohan

Mohanka

Other than cash ‘Transfer of Equity Shares by Mehul Mohanka

Gift

Cash
Cash
Cash
Cash
Cash
Cash
Cash
Cash

Cash
Cash

Cash

Cash

Cash
Gift

HUF

Transfer of Equity Shares by Madan Mohan
Mohanka

Transfer of Equity Shares by Electro Zavod (India)
Private Limited

Transfer of Equity Shares by Savitri Devi
Mohanka

Transfer of Equity Shares by Suresh Soni and
Shanta Soni

Transfer of Equity Shares by Alka Nanda
Transfer of Equity Shares by Ruma Basu

Transfer of Equity Shares by Nirmal Dey

Transfer of Equity Shares by Gobind Charan
Transfer of Equity Shares by Subhashish
Mukherjee

Transfer of Equity Shares by Ram Dhan Sharma
Transfer of Equity Shares by Triton Trading
Corporation Limited

Transfer of Equity Shares by Niranjan Sasmal and
Chhaya Sasmal

Transfer of Equity Shares by Asis Kumar Roy
Chaudhuri

Transfer of Equity Shares by Vibha Gupia
Transfer of Equity Shares by Madan Mohan
Mohanka

Other than cash Scheme of amalgamation

Cash
Cash
Cash

Rights issue
Rights issue
Transfer of Equity Shares to Wagner

86

Percentage of
pre-Offer
equity share
capital of the
Company (%)

0.10
0.25
10.35
(@L2)

0.02
3.00
3.02
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00

0.00
0.00

0.00

0.00
0.03

0.52
0.15
0.25
(0.05)

Percentage of
post-Offer equity
share capital of
the Company (%)

0.10
0.25
10.35
(11.21)

0.02
3.00

3.02

0.00
0.00
0.00
0.00
0.00

0.00
0.00

0.00

0.00
0.03

0.52
0.15
0.25
(0.05)
 

Date of allotment/ Number of Face value per Issue/ Nature of Nature of transaction Percentage of Percentage of
transfer/ equity shares equityshare  Acquisition/ consideration pre-Offer _post-Offer equity
acquisition of shares _allotted / @ transfer price equity share share capital of
transferred per equity share capital of the the Company (%)
®@ Company (%)
October 5, 2013 7,330,944 10 NA. NA. Bonus issuance 11.06 11.06
(C) Sub-total 7,941,856 11.98 11.98
Manju Mohanka
March 28, 1977 3,400 10 10 Cash Rights issue” 0.01 0.01
July 21, 1980 500 10 10 Cash Rights issue” 0.00 0.00
November 6, 1984" 5,000 10 8 Cash Transfer of Equity Shares by Madan Mohan 0.01 0.01
Mohanka
Jamuary 30, 1993" 10,000 10 8 Cash Transfer of Equity Shares by  Lalitkumar 0.02 0.02
Manojkumar
January 30, 1993 2,700 10 7 Cash Transfer of Equity Shares by Prithvi Nath 0.00 0.00
haturvedi
December 7, 2001" 13,000 10 43 Cash Transfer of Equity Shares by Madan Mohan 0.02 0.02
Mohanka
September 30, 2004" 9,863 10 10 Cash Rights issue 0.01 0.01
October 16, 2005” 200 10 50 Cash Transfer of Equity Shares by Deva Priya Sen 0.00 0.00
May 6, 2006 50 10 50 Cash Pasir of Equity Shares by Swapan Kumar 0.00 0.00
May 11, 2011 (44,713) 10 1,950.80 Cash Shares transferred to Wagner (0.07) (0.07)
(D) Sub-total Nil 0.00 0.00
NFSPL
August 7, 2007 200,000 10 65 Cash Further issue 0.30 0.30
March 26, 2009 2,611,781 10 12.69 Cash Transfer of Equity Shares by High Value 3.95 3.95
Equipment Company (Private) Limited
October 5, 2013 33,741,372 10 NA. NA. Bonus issuance 50.90 50.90
(E) Sub-total 36,553,153 55.14 55.14
Total (A+B+C+D+E) 55,161,483 83.21 83.21

 

* The resolution(s) passed by our Board and/or Shareholders and/or Form 2 in relation to such allotment of Equity Shares of our Company are untraceable and consequently, are unable to ascertain certain details about
such allotments, including the nature of allotment, nature of consideration, and issue price per Equity Share. Our Company has, through letter dated July 5, 2021, preferred a right to information application before the
Public Information Officer, Registrar of Companies, West Bengal requesting the authorities to provide all the Form 2 filings and the certified copies of documents available with the RoC in relation to our Company since
its inception. Further, Aditya Tiwari & Company, Pratising Company Secretary has conducted an independent search at the RoC office and submitted a report dated July 14, 2021 to extract the Company ’s form filings.
“The share transfer forms in relation to certain transfers of Equity Shares to or by our Promoters are untraceable. We have relied on alternate documentation such as register of transfer of shares, register of members,
bank account statements and ledger accounts of our Promoters for verification of the abovementioned details of such transactions. For details, see “Risk Factors- We have been unable to locate certain of our historical
corporate records.” on page 31.
“The weighted average price at which Equity Shares were acquired by Madan Mohan Mohanka and Mehul Mohanka in the one year preceding the date of this Prospectus is % 225 and @ 0.02, each as certified by SDT
& Co, Chartered Accountants, by way of their certificate dated November 10, 2021 and December 6, 2021. No Equity Shares were acquired by the remaining Promoters in the one year preceding the date of this

Prospectus.

87
(b)

All the equity shares held by our Promoters were fully paid-up on the respective dates of acquisition of
such equity shares.

As on the date of this Prospectus, none of the Equity Shares held by our Promoters are pledged.
Details of minimum promoters’ contribution and lock-in for eighteen months

Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully
diluted post-Offer equity share capital of our Company held by our Promoters is required to be provided
towards minimum promoters’ contribution and locked-in for a period of 18 months from the date of
Allotment.

Set forth below are the details of the 13,330,080 Equity Shares that will be locked-in as promoters’
contribution from the date of Allotment’:

 

Date of Nature of Face value per Offer/ % of pre- % of the post-
allotment/ ‘Transaction _ equity share (2) Acquisition price Offer Offer equity share
acquisition per equity share equity capital

of equity ® share

shares capital

October 5, Bonus 10 NA. 20.00° 20.00"
2013 issuance

 

“After inclusion of 357,251 vested options under the ESOP Schemes

For details on the build-up of the equity share capital of our Company held by our Promoters, see “-
History of equity share capital build-up, contribution and lock-in of Promoters’ shareholding - Build-
up of Promoters’ shareholding in our Company” above.

Our Promoters have given their consent to include all Equity Shares held by them, constituting 20% of
the fully diluted post-Offer equity share capital of our Company as promoters’ contribution. Our
Promoters have agreed not to sell, transfer, charge, pledge or otherwise encumber in any manner the
promoters’ contribution from the date of this Prospectus, until the expiry of the lock-in period specified
above, or for such other time as required under SEBI ICDR Regulations, except as may be permitted, in
accordance with the SEBI ICDR Regulations

The Equity Shares that are being locked-in are not, and will not be, ineligible for computation of
promoters’ contribution under Regulation 15 of the SEBI ICDR Regulations. In this regard, we confirm
that:

@ the Equity Shares offered as part of the promoters’ contribution do not comprise Equity Shares
acquired during the three immediately preceding years from the date of the Red Herring
Prospectus and this Prospectus for consideration other than cash and wherein revaluation of
assets or capitalization of intangible assets was involved or bonus issue out of revaluations
reserves or unrealized profits of the Company or against Equity Shares that are otherwise
ineligible for computation of promoters’ contribution;

(ii) the promoters’ contribution does not include Equity Shares acquired during the one immediately
preceding year from the date of the Red Herring Prospectus and this Prospectus at a price lower
than the price at which the Equity Shares are being offered to the public in the Offer;

(iii) our Company has not been formed by conversion of a partnership firm into a company and
hence, no Equity Shares have been issued in the one immediately preceding year from the date
of the Red Herring Prospectus and this Prospectus pursuant to conversion of a partnership firm;
and

(iv) the Equity Shares held by our Promoters and offered as part of the promoters’ contribution are
not subject to any pledge.

All Equity Shares held by our Promoters are in dematerialized form.

88
©

@

(@

Details of Equity Shares locked-in for six months

In terms of Regulation 17 of the SEBI ICDR Regulations, the entire pre-Offer equity share capital of our
Company will be locked-in for a period of six months from the date of Allotment in the Offer, except (a)
the promoters’ contribution which shall be locked in as above; (b) the Equity Shares which may be
allotted to the employees under the ESOP Schemes pursuant to exercise of options held by such
employees (whether currently employees or not); and (c) Offered Shares, which are successfully
transferred as part of the Offer for Sale.

As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the
details of the Equity Shares locked-in are recorded by the relevant Depository.Any unsubscribed portion
of the Offered Shares would also be locked-in as required under the SEBI ICDR Regulations.

Lock-in of Equity Shares Allotted to Anchor Investors

Any Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in for a
period of 30 days from the date of Allotment.

Other requirements in respect of lock-in

Pursuant to Regulation 21 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters and
locked-in for six months may be pledged only with scheduled commercial banks or public financial
institutions or a Systemically Important NBFC or a housing finance company as collateral security for
loans granted by such entities, provided that such pledge of the Equity Shares is one of the terms of the
sanction of the loan. Equity Shares locked-in as promoters’ contribution for eighteen months or such
other periods, as may be prescribed under the SEBI ICDR Regulations can be pledged only if in addition
to fulfilling the aforementioned requirements, such loans have been granted by such banks or financial
institutions for the purpose of financing one or more of the objects of the Offer. However, such lock-in
will continue pursuant to any invocation of the pledge and the transferee of the Equity Shares pursuant
to such invocation shall not be eligible to transfer the Equity Shares until the expiry of the lock-in period
stipulated above.

In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters and
locked-in pursuant to Regulation 16 of the SEBI ICDR Regulations for a period of eighteen months or
such other periods, as may be prescribed under the SEBI ICDR Regulations, may be transferred amongst
our Promoters and any member of the Promoter Group or to a new promoter, subject to continuation of
lock-in applicable to the transferee for the remaining period and compliance with provisions of the
Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011, as amended (the “Takeover Regulations”).

Further, in terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by persons
other than our Promoters and locked-in pursuant to Regulation 17 of the SEBI ICDR Regulations for a
period of six months or such other periods, as may be prescribed under the SEBI ICDR Regulations, may
be transferred to any other person holding Equity Shares which are locked in along with the Equity Shares
proposed to be transferred, subject to the continuation of the lock in applicable to the transferee and
compliance with the provisions of the Takeover Regulations.

Shareholding of our Promoter and Promoter Group
Our Promoters and Promoter Group hold 83.21% of the pre-Offer Equity Share capital of our Company.

Except as stated below, our promoters, the members of our Promoter Group and directors of our corporate
Promoter, NFSPL, do not hold any Equity Shares in our Company as on date of this Prospectus:

 

Ss. Name of the Pre-Offer Post-Offer
No. member ofthe | Number of Equity Shares  % ofthetotal © Numberof  % of the total
Promoter Group held shareholding” Equity _ shareholding”

Shares
held”

Promoters

1. Madan Mohan 8,663,159 13.07 5,348,502 8.06

Mohanka(®
2. Manish Mohanka 7,941,856 11.98 7,278,925 10.97

 

89
10.

11.

 

Ss. Name of the Pre-Offer Post-Offer
No. member of the Number of Equity Shares % of the total Number of % of the total

Promoter Group held shareholding” Equity _ shareholding”
Shares
held”
3. Mehul Mohanka‘”) 2,003,315 3.02 2,003,315 3.02
4. NFSPL 36,553,153 55.14 36,553,153 55.14
(A) Sub-total 55,161,483 83.21 51,183,895 77.19
Members of the Promoter Group
1. Marudhar™* 1,300,000 1.96 1,300,000 1.96
(B) Sub-total 1,300,000 1.96 1,300,000 1.96
Total (A+B) 56,461,483 85.17 52,483,895, 79.15

 

@ Madan Mohan Mohanka and Mehul Mohanka are also the directors of our corporate Promoter, NFSPL

“Subject to finalization of Basis of Allotment

“Post the approval of the Scheme in accordance with applicable law, Marudhar will amalgamate with NFSPL and will cease to
exist as a member of our Promoter Group. For further details, please refer to “Promoter and Promoter Group” on page 199.

None of the Equity Shares held by our Promoters and the members of our Promoter Group is pledged or
otherwise encumbered.

Except as stated under “- History of equity share capital build-up, contribution and lock-in of
Promoters’ shareholding - Build-up of Promoters’ shareholding in our Company” above, none of the
members of our Promoter Group, nor our Directors and their relatives has purchased or sold Equity
Shares, during the six months immediately preceding the date of the Draft Red Herring Prospectus, the
Red Herring Prospectus and this Prospectus.

There are no financing arrangements whereby the members of our Promoter Group, or our Directors or
their relatives have financed the purchase of equity shares of our Company by any other person other
than in the normal course of business during the six months immediately preceding the date of the Draft
Red Herring Prospectus, the Red Herring Prospectus and this Prospectus.

[Remainder of the page has been intentionally left blank]

90
12. Our shareholding pattern

Set forth below is the shareholding pattern of our Company as on the date of this Prospectus:

 

 

 

 

 

 

Promoters& 56,461,48 56,461,483
Promoter Group 483 3 483
®) Public 31 98316 0 0 9,831,666 14.83 9,831, 14.83 0 0 0 0 0 0 ‘9,704,890
66 666
© ‘Non Promoter-Non 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Public
@ Shares underlying 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Custodian/Depositor
y Receipts
@ Shares held by 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Employee Trust
Total (A)+(B)+(C) 36 66,293, 0 0 66,293,14 100 66,293 100 0 0 0 0 0 0 66,166,373
149 9 149

 

91
13.

(a)

14.

15.

Shareholding of our Directors and Key Managerial Personnel

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

 

Name of Directors/ KMP No. of Equity Shares % of pre-Offer equity share
capital (%)*
Directors
Madan Mohan Mohanka 8,663,159 13.07
Mehul Mohanka 2,003,315 3.02
Total 10,666,474 16.09

 

For stock options held by our Directors and Key Managerial Personnel, see “— Notes to Capital
Structure” on page 79.

As on the date of this Prospectus, our Company has 36 Shareholders.
Details of shareholding of the major Shareholders of our Company

The details of our Shareholders holding 1% or more of the paid-up share capital of our Company: (a) as
on the date of this Prospectus; (b) as of 10 days prior to the date of this Prospectus; (c) as of one year
prior to the date of this Prospectus; and (d) as of two years prior to the date of this Prospectus, are set out
below:

(a) Shareholders holding 1% or more of the paid-up share capital of our Company as on the date of
this Prospectus.

 

S.No. Shareholder Number of Equity Shares Percentage of the
ona fully diluted basis® Equity Share Capital
on a fully diluted basis*
(%)
1. Madan Mohan Mohanka 8,663,159 13.00
2. Manish Mohanka 7,941,856 11.91
3. Mehul Mohanka 2,003,315 3.01
4. Marudhar* 1,300,000 1.95
5. NESPL 36,553,153 54.84
6. Wagner” 9,691,890 14.54
Total 66,153,373 99.25

 

“The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares held by
a shareholder and such number of Equity Shares which will result upon conversion of any stock options vested in such person.
“Post the approval of the Scheme in accordance with applicable law, Marudhar will amalgamate with NFSPL and will cease to
exist as a member of our Promoter Group. For further details, please see “Promoter and Promoter Group" on page 199.
“Pursuant to resolutions dated November 10, 2021 passed by our Board and Shareholders, 8,692,281 CCPP held by Wagner
Limited were converted to 8,692,281 Equity Shares, For details, see “- Notes to the Capital Structure — Equity Share capital history
of our Company” and “- Notes to the Capital Structure ~ Preference Share capital history of our Company" above.

 

 

(b) Shareholders holding 1% or more of the paid-up share capital of our Company as of 10 days
prior to the date of this Prospectus.
Ss. Shareholder Number of Equity Shares ona Percentage of the
No. fully diluted basis” Equity Share Capital
ona fully diluted
basis" (%)
1. Madan Mohan Mohanka 8,663,159 13.00
2. Manish Mohanka 7,941,856 {LSI
3. Mehul Mohanka 2,003,315 3.01
4. Marudhar* 1,300,000 1.95
5. NFSPL 36,553,153 54.84
6. Wagner” 9,691,890 14.54
Total 66,153,373 99.25

 

“The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares held by
a shareholder and such number of Equity Shares which will result upon conversion of any stock options vested in such person and
the CCP held by such shareholder.

“Post the approval of the Scheme in accordance with applicable law, Marudhar will amalgamate with NFSPL and will cease to
exist as a member of our Promoter Group. For further details, please refer to “Promoter and Promoter Group" on page 199.
“Pursuant to resolutions dated November 10, 2021 passed by our Board and Shareholders, 8,692,281 CCPP held by Wagner

92
Limited were converted to 8,692,281 Equity Shares, For detai

 

ee "- Notes to the Capital Structure ~ Equity Share capital history

of our Company” and “- Notes to the Capital Structure ~ Preference Share capital history of our Company" above.

 

() Shareholders holding 1% or more of the paid-up share capital of our Company as of one year
prior to the date of this Prospectus
S.No. Shareholder Number of Equity Percentage of the
Shares on a fully diluted Equity Share Capital on
basis” a fully diluted basis"
(%)

4, Madan Mohan Mohanka 10,645,453 15.97

2: Manish Mohanka 7,941,856 11.91

3. Marudhar™ 1,300,000 1.95

4. NEFSPL 36,553,153 54.84

5. Wagner™ 9,691,890 14.54
Total 66,132,352 99.21

 

“The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares held by
a shareholder and such number of Equity Shares which will result upon conversion of any stock options vested in such person and
the CCPP held by such shareholder.

“Post the approval of the Scheme in accordance with applicable law, Marudhar will amalgamate with NFSPL and will cease to
exist as a member of our Promoter Group. For further details, please refer to “Promoter and Promoter Group” on page 199.
“As of one year prior to the date of this Prospectus, Wagner held 8,692,281 CCPP which were converted to 8,692,281 Equity
Shares, pursuant to resolutions dated November 10, 2021 passed by our Board and Shareholders. For details, see “= Notes to the
Capital Structure ~ Equity Share capital history of our Company” and “- Notes to the Capital Structure ~ Preference Share capital
history of our Company” above.

 

(d) Shareholders holding 1% or more of the paid-up share capital of our Company as of two years
prior to the date of this Prospectus
S.No. Shareholder Number of Equity Percentage of the
Shares on a fully diluted Equity Share Capital on
basis” a fully diluted basis”
(%)

ds Madan Mohan Mohanka 84,61,427 12.70

2 Madan Mohan Mohanka HUF 2,184,026 3.28

3. Manish Mohanka 7,941,856 11.91

4, Marudhar® 1,300,000 1.95

5. NFSPL 36,553,153 54.84

6. Wagner™ 9,691,890 14.54
Total 66,132,352 99,22

 

“The percentage of the Equity Share capital on a fully diluted basis has been calculated on the basis of total Equity Shares held by
a shareholder and such number of Equity Shares which will result upon conversion of any stock options vested in such person and
the CCPP held by such shareholder.

“Post the approval of the Scheme in accordance with applicable law, Marudhar will amalgamate with NFSPL and will cease to
exist as a member of our Promoter Group. For further details, please refer to “Promoter and Promoter Group” on page 199.
“As of two years prior to the date of this Prospectus, Wagner held 8,692,281 CCPP which were converted to 8,692,281 Equity
Shares, pursuant to resolutions dated November 10, 2021 passed by our Board and Shareholders. For details, see ‘- Notes to the
Capital Structure ~ Equity Share capital history of our Company” and “- Notes to the Capital Structure ~ Preference Share capital
history of our Company” above.

 

16. Employee Stock Option Schemes
ESOP 2011

ESOP 2011 was approved pursuant to a Board resolution dated January 4, 2011 and shareholders’ resolution dated
February 18, 2011. As on the date of this Prospectus, there are no outstanding options which are to be granted
under ESOP 2011.

Under ESOP 2011, an aggregate of 498,628 options have been granted, 357,251 options have vested and no
options have been exercised as on the date of this Prospectus. The following table sets forth the particulars of the
ESOP 2011 during the last three Financial Years, and as on the date of this Prospectus:

The details of the ESOP 2011, as certified by SDT & Co, Chartered Accountants, through a certificate dated
November 10, 2021, November 23, 2021 and December 6, 2021 are as follows:

93
 

Particulars
Total options
outstanding as at the
beginning of the period
Total options granted

Vesting period

Exercise price of options
in @ (as on the date of
grant options)

Options
forfeited/lapsed/cancelle
d

Variation of terms of
options

Money realized by
exercise of options
Total number of options
outstanding in force
Total options vested
(excluding the options
that have been
exercised)

Options exercised (since
implementation of the
ESOP scheme)

The total number of
Equity Shares arising as
a result of exercise of
granted options
(including options that
have been exercised)
Employee wise details
of options granted to:

() Key managerial

personnel
(i) Any other
employee who

receives a grant in
any one year of
options amounting
to 5% or more of
the options granted
during the year

Cumulative options granted as on

Details
Nil

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Scheme Date of Grant Cumulative options
Grant & I 04.03.2011 430,911
Grant IIT 16.11.2012 27,196
Grant IV 02.07.2013 18,707
Grant V 28.01.2015 21,814
Total - 498,628
Scheme Vesting

Grant I 5 Years

Grant II 1 Year

Grant IIT 5 Years

Grant IV 5 Years

Grant V 5 Years

 

 

 

% 30.77 (Grant I & Il) & & 76.92 ( Grant Ill, IV & V)

Accelerated vesting in case of one employee in FY 2017. (Acacio Fernando)

141,377!

Not yet exercised, hence no money realized.

357,251

357,251

Nil

357,251

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘Name of key managerial personnel Total no. of options granted”
Mr. S Y Imam 44,070
Ms. Rakhi Sarkar? 6,474
‘Name of employee Financial | Total no, of options
Year granted!
Andrew Menear 2010-11 36,400
Graeme Robert Kibell 2010-11 25,168
Sandeep Biswas 2010-11
Vinay Grover 2010-11
Accacio Fernando Monteiro 2012-13
Accacio Fernando Monteiro 2013-14
Accacio Fernando Monteiro 2014-15

 

 

 

 

 

' Nomination and Remuneration committee meeting held on August 3, 2021 has confirmed the cancellation of options under ESOP 2011

Scheme.

2 For KMP total number of option is including the effect of bonus
2°Ms.Rakhi Sarkar resigned as a Company Secretary w.e.f August, 31 2018.
“ For employee total number of option is including the effect of bonus

94

 

 
 

Particulars
(iii) Identified
employees who
were granted
options during any
one year equal to or
exceeding 1% of
the issued capital
(excluding
outstanding
warrants and
conversions) of the
Company at the
time of grant
Diluted earnings per
share pursuant to the
issue of Equity Shares
on exercise of options in
accordance with IND
AS 33 ‘Earnings Per
Share”
‘Where the Company has
calculated the employee
compensation cost using
the intrinsic value of the
stock options, _the
difference, if any,
between employee
compensation cost so
computed and the
employee compensation
calculated on the basis
of fair value of the stock
options and the impact
of this difference, on the
profits of the Company
and on the earnings per
share of the Company
Method and significant
assumptions used to
estimate the fair value of
options granted during
the year _ including,
weighted average
information, namely,
risk-free interest rate,
expected life, expected
volatility, expected
dividends, and the price
of the underlying share
in the market at the time
of grant of option
Impact on the profits and
on the Eamings Per
Share of the last three
years if the accounting
policies specified in the
Securities and Exchange
Board of India (Share

Based Employee
Benefits) Regulations,
2014 had been followed,

in respect of options
granted in the last three
years

 

 

 

Details
Nil
Fiscal 2019 Rs.4.90/-
Fiscal 2020 Rs.9.84/-
Fiscal 2021 Rs.20.48/-

 

 

 

 

NA

For Fiscal FY 2019: Nil
For Fiscal FY 2020: Nil
For Fiscal FY 2021: Nil

For Fiscal FY 2019: Nil
For Fiscal FY 2020: Nil
For Fiscal FY 2021: Nil

 

95
 

Particulars Details
Intention of key Based on declaration obtained by the Company none of the Key Managerial Personnel and
managerial personnel Whole-time Directors are intending to sell the Equity Shares acquired within three months after
and whole-time _ listing of Equity Shares pursuant to the Offer.
directors who are
holders of Equity Shares
allotted on exercise of
options to sell their
shares within three
months after the listing
of Equity Shares
pursuant to the Offer
Intention to sell Equity As on the date of this Prospectus, none of the Directors, senior managerial personnel and
Shares arising out of the employees hold Equity Shares amounting to more than 1% of the issued capital (excluding
ESOP scheme or outstanding warrants and conversions) arising out of the ESOP Scheme.
allotted under an ESOP
scheme within three
months after the listing
of Equity Shares by
directors, senior
managerial _ personnel
and employees having
Equity Shares arising
out of the ESOP scheme,
amounting to more than
1% of the issued capital
(excluding outstanding
‘warrants and
conversions)

 

ESOP 2021

ESOP 2021 was approved pursuant to a Board resolution dated August 3, 2021 and Shareholders’ resolution dated
August 7, 2021 and further amended by Board resolution dated November 10, 2021. ESOP 2021 is in
compliance with the SEBI SBEB SE Regulations.

Under ESOP 2021, no options have been granted, vested and exercised as on the date of this Prospectus.

17. Our Company presently does not intend or propose to alter the capital structure for a period of six months
from the Bid/Offer Opening Date, by way of split or consolidation of the denomination of Equity Shares,
or further issue of Equity Shares (including issue of securities convertible into or exchangeable for,
directly or indirectly into Equity Shares), whether on a preferential basis or issue of bonus or rights issue
or further public issue of Equity Shares or otherwise. Provided, however, that the foregoing restrictions
do not apply to any issuance of Equity Shares, pursuant to the exercise of employee stock options under
ESOP schemes.

18. Our Company, our Directors and the BRLMs have not entered into any buy-back arrangements for the
purchase of Equity Shares being offered through this Offer.

19. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of this
Prospectus. The Equity Shares to be issued or transferred pursuant to the Offer shall be fully paid up at
the time of Allotment.

20. The BRLMs and their respective associates (as defined under the Securities and Exchange Board of India
(Merchant Bankers) Regulations, 1992) do not hold any Equity Shares as on the date of this Prospectus.
The BRLMs and their respective associates may engage in transactions with, and perform services for
our Company, the Selling Shareholders and their respective affiliates or associates in the ordinary course
of business, and have engaged, or may in the future engage in commercial banking and investment
banking transactions with our Company or the Selling Shareholders or their respective affiliates or
associates for which they have received, and may in future receive compensation.

21. No person connected with the Offer, including, but not limited to, our Company, the Promoter Group,

the Selling Shareholders, the members of the Syndicate, or our Directors, shall offer any incentive,
whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any Bidder

96
for making a Bid, except for fees or commission for services rendered in relation to the Offer.

22: Except for options granted under the ESOP Schemes, there are no outstanding warrants, options or rights
to convert debentures, loans or other convertible instruments into Equity Shares as on the date of this
Prospectus.

23. Except for any issue of Equity Shares pursuant to exercise of options granted under the ESOP Schemes,

there will be no further issue of Equity Shares whether by way of issue of bonus shares, preferential
allotment, rights issue or in any other manner until the Equity Shares have been listed on the Stock
Exchanges or all application monies have been refunded, as the case may be.

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

25. Our Company shall ensure that transactions in Equity Shares by our Promoters and our Promoter Group
during the period between the date of filing of this Prospectus and the date of closure of the Offer shall
be reported to the Stock Exchanges within 24 hours of such transaction.

26. Details of acquisition of Equity Shares acquired in the last three years immediately preceding the
date of this Prospectus

Except our Promoters, Madan Mohan Mohanka and Mehul Mohanka and Selling Shareholders, Madan
Mohan Mohanka and Wagner Limited, none of our Promoters, members of the Promoter Group and
Selling Shareholders have acquired Equity Shares of our Company in the last three years preceding the
date of this Prospectus. The details of the Equity Shares acquired in the last three years by Wagner
Limited are set out below.

 

Date ofallotment’ | Numberof Face value Issue/ Nature of _ Nature of transaction
transfer/ equity shares _per equity Acquisition/ _ consideration
acquisition of allotted / share _ transfer price per
shares transferred ®@ equity share
®
November 10, 8,692,281" 10 N.A. N.A. Conversion of CCPP in
2021 the ratio of 1:1

* For details of these Equity Shares allotted to Wagner Limited,, see “- Notes to the Capital Structure ~ Equity Share capital history of our
Company” and “- Notes to the Capital Structure ~ Preference Share capital history of our Company” above.

For details of the Equity Shares acquired in the last three years by Madan Mohan Mohanka and Mehul
Mohanka, see “-History of equity share capital build-up, contribution and lock-in of Promoters’
shareholding” above.

A Bidder cannot make a Bid exceeding the number of Equity Shares offered through this Offer and subject to the

investment limits or maximum number of Equity Shares that can be held by them under applicable law. For more
information, see “Offer Procedure” beginning on page 380.

97
OBJECTS OF THE OFFER

The objects of the Offer are to achieve the benefits of listing the Equity Shares on the Stock Exchanges and for
the Offer for Sale of 13,669,478" Equity Shares. For further details, see “The Offer” on page 64.

“Subject to finalization of Basis of Allotment

Our Company expects that listing of the Equity Shares will enhance our visibility and brand and provide liquidity
to its existing Shareholders. Listing will also provide a public market for the Equity Shares in India. Our Company
will not receive any proceeds from the Offer. All proceeds from the Offer will go to the Selling Shareholders, in
proportion to the Equity Shares offered by them in the Offer for Sale.

Offer related expenses

The total expenses of the Offer are estimated to be approximately 7448.76 million. The expenses of this Offer
include, among others, listing fees, selling commission and brokerage, fees payable to the BRLMs, fees payable
to legal counsel, fees payable to the Registrar to the Offer, Escrow Collection Bank(s) and Sponsor Bank to the
Offer, processing fee to the SCSBs for processing application forms, brokerage and selling commission payable
to members of the Syndicate, Registered Brokers, RTAs and CDPs, printing and stationery expenses, advertising
and marketing expenses and all other incidental and miscellaneous expenses for listing the Equity Shares on the
Stock Exchanges.

Other than listing fees, which will be paid by our Company, all costs, fees and expenses with respect to the Offer
(except for any interest payable by the Company and/or any Selling Shareholder on refund of application money
in relation to the Offer) will be reimbursed to our Company by the Selling Shareholders (in proportion to their
respective Offered Shares) upon listing of the Equity Shares as well as in the event of failure of the Offer or
withdrawal of the Draft Red Herring Prospectus.

The estimated Offer expenses are as follows:

 

Activity Estimated Asa% ofthe Asa % of the total
expenses” _ total estimated Offer size
(inmillion) Offer expenses

Fees payable to the BRLMs and commissions (including 146.32 32.61 2.36
underwriting commission, brokerage and selling commission)

Advertising and marketing expenses 29.97 6.68 0.48
Fees payable to the Registrar to the Offer 6.30 1.40 0.10
Commission/processing fee for SCSBs, Sponsor Bank and 98.61 21.97 1.59

Bankers to the Offer. Brokerage, underwriting commission and
selling commission and bidding charges for Members of the
Syndicate, Registered Brokers, RTAs and CDP)

 

Printing and distribution of issue stationery 15.61 3.48 0.25
Others
(i) Listing fees, SEBI, BSE and NSE processing fees and Book 30.97 6.90 0.50
building software fees;
(ii) Other regulatory expenses; 15.19 3.39 0.25
(iii) Fees payable to legal counsels 27.20 6.06 0.44
(iv) Fees payable to Advisors to the Offer including Auditors 66.39 14.79 1.07
(v)_ Miscellaneous. 12.21 2.72 0.20
Total estimated Offer expenses 448.76 100 7.25
* Offer expenses include applicable taxes, where applicable. Offer expenses are estimates and are subject to change.
Notes:
For SCSBs

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

 

Portion for Retail Individual Bidders [0.35% of the Amount Allotted* (plus applicable taxes)

 

 

 

Portion for Non- Institutional Bidders [0.20% of the Amount Allotted* (plus applicable taxes)

 

 

* Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price

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

98
The Selling Commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the bid book of BSE
or NSE.

Processing fees payable to the SCSBs of Rs. 10/- per valid application (plus applicable taxes) for processing the Bid cum Application of
Retail Individual Bidders and Non-Institutional Bidders procured from the Syndicate /Sub-Syndicate Members/Registered Brokers /RTAS
/CDPs and submitted to SCSBs for blocking. SCSBs will be entitled to a processing fee of 210 (plus applicable taxes), per valid ASBA Form.

 

 

For Syndicate (including their Sub-syndicate members), RTAs and CDPs

Brokerages, selling commission and processing/uploading charges on the portion for Retail Individual Investors (using the UPI mechanism)
and Non-Institutional Bidders which are procured by members of Syndicate (including their Sub-Syndicate Members), RTAs and CDPs or
‘for using 3-in1 type accounts- linked online trading, demat & bank account provided by some of the brokers which are members of Syndicate
(including their Sub-Syndicate Members) would be as follows.

 

 

[Portion for Retail Individual 35% of the Amount Allotted* (plus applicable taxes)
[Bidders
[Portion for Non-Institutional .20% of the Amount Allotted* (plus applicable taxes)
\Bidders

 

 

 

 

“Amount Alloited is the product of the number of Equity Shares Allotied and the Issue Price

 

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

 

The payment of Selling Commission payable to the sub-brokers /agents of Sub-Syndicate Members are to be handled directly by the respective
Sub-Syndicate Member:

 

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

Uploading Charges/ Processing Charges of Rs.30/- valid application (plus applicable taxes) are applicable only in case of bid uploaded
by the members of the Syndicate, RTAs and CDPs:

* for applications made by Retail Individual Investors using the UPI Mechanism

Uploading Charges/ Processing Charges of Rs.10/- valid application (plus applicable taxes) are applicable only in case of bid uploaded
by the members of the Syndicate, RTAs and CDPs:

* for applications made by Retail Individual Bidders using 3-in-I type accounts
\dicate ASBA mechanism / using 3- in -1 type accounts,

 

* for Non-Institutional Bidders using 8)

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

For Registered Brokers

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

 

Portion for Retail Individual 2107 per valid application (plus applicable taxes)
& Non-Institutional Bidders

 

 

 

“Based on valid applications.

For Sponsor Bank
Processing fees for applications made by Retail Individual Bidders using the UPI mechanism will be
Sponsor Bank 26/- per valid Bid cum Application Form* (Inclusive of all taxes

 

 

 

 

 

* For each valid application.

The Sponsor Bank shall be responsible for making payments to the third parties such as remitter bank, NPCI and such other parties as required
in connection with the performance of its duties under the SEBI circulars, the Syndicate Agreement and other applicable laws.

The processing fees for applications made by Retail Individual Bidders using the UPI Mechanism may be released to the remitter banks

(SCSBs) only after such banks provide a written confirmation on compliance with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/570
dated June 02, 2021 read with SEBI Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.

99
BASIS FOR OFFER PRICE

The Offer Price has been determined by our Company and the Selling Shareholders, in consultation with the
BRLMs, on the basis of assessment of market demand for the Equity Shares offered through the Book Building
Process and on the basis of qualitative and quantitative factors as described below. The face value of the Equity
Shares is 710 and the Offer Price is 45.3 times the face value of the Equity Shares.

Investors should also refer to “Risk Factors”, “Business” and “Financial Information” on pages 23, 141 and
207, respectively, to have an informed view before making an investment decision.

Qualitative Factors

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

1.

5.

6.

A leading producer of specialized and “critical to operate’
substitution;

products, with high barriers to replacement or
Insulated from mining capex cycles, as our products cater to after-market spends, providing recurring
revenues;

High value add and technology intensive products, backed by strong R&D and focus on quality control;

Long standing market player with marquee global customer base and strong global manufacturing and
sales capabilities;

Consistent growth, characterized by operational efficiency and high repeat business; and

Experienced management team supported by large, diverse and skilled work force.

For further information, see “Business - Strengths” on page 143.

Quantitative Factors

Some of the information presented in this chapter is derived from the Restated Financial Information. For further
information, see “Financial Information” beginning on page 207.

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

1.

Basic and Diluted Earnings per Share

 

 

Fiscal / period ended Basic EPS (2) Diluted EPS (3) Weight
March 31, 2021 24.10 20.48 3
March 31, 2020 11.57 9.84 2
March 31, 2019 5.76 4.90 1
Weighted Average 16.87 14.34
June 30, 2021" 2.10 1.78 :
* Not annuliazed

Notes:

«Basic EPS = Restated consolidated profit for the period/ year attributable to equity holders of the Company divided by
Weighted average number of equity shares outstanding during the period/ year

Diluted EPS = Restated consolidated profit for the period/ year attributable to equity holders of the Company divided by
Weighted average number of dilutive equity shares outstanding during the period/ year

Weighted average is aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. {(EPS x Weight) for each
year} / {Total of weights}

EPS has been calculated in accordance with the Indian Accounting Standard 33 ~ “Earnings per share”

The face value of equity shares of our Company is 210

The figures disclosed above are based on the Restated Consolidated Financial Information of our Company.

Pursuant to resolutions dated November 10, 2021 passed by our Board and Shareholders, 8,692,281 CCPP held by Wagner
Limited were converted to 8,692,281 Equity Shares. The same have not been taken into account for the purpose of
computation given above.

 

eae

Price/Earning (“P/E”) Ratio in relation to the Price Band of %443 to 7453 per Equity Share:

 

Particulars P/E at Floor Price P/E at Cap Price
(no, of times) (no. of times)
Based on basic EPS of 2 24.10 as per the Restated Financial 18.38 18.80

 

100
 

Particulars P/E at Floor Price P/E at Cap Price
(no. of times) (no. of times)

Information for the year ended March 31, 2021

Based on diluted EPS of % 20.48 as per the Restated Financial 21.63 22.12

Information for the year ended March 31, 2021

 

 

industry P/E ratio*

Particulars PIE
Highest 3L.71
Lowest 3L71
Average 31.71

 

%

‘Source: The highest, lowest and average Industry P/E shown above is based on the industry peer set provided below under “-

Comparison with Listed Industry Peers” below.

 

 

 

 

 

 

 

3. Average return on Net Worth (“RoNW”) (on a consolidated basis)
Fiscal ended RoNW (%) Weight
March 31, 2021 22.23 3
March 31, 2020 14.16 2
March 31, 2019 8.14 1
Weighted Average 17.19 =
June 30, 2021” 1.88 =
* Not annuliazed
Notes:
: Return on Net Worth (%) = Restated profit for the period/ year of the Company divided by net worth.
Net worth means the aggregate value of the equity share capital, preference share capital and other equity, as per restated
consolidated financial information.
© Weighted average is aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. {(RONW x Weight)
foreach year} / {Total of weights}
4. Net Asset Value (“NAV”)
Net Asset Value per Equity Share @
As on March 31, 2021 105.04
As on June 30, 2021 108.06
After the Offer 108.06
Notes:
" Net Asset Value per equity share represents net worth attributable to Equity Shareholder (Equity Share capital together with
other equity as per Restated Consolidated Financial Information) as at the end of the fiscal year divided by the number of
Equity Shares outstanding at the end of the period/ year
* Pursuant to resolutions dated November 10, 2021 passed by our Board and Shareholders, 8,692,281 CCPP held by Wagner
Limited were converted to 8,692,281 Equity Shares. The same have not been taken into account for the purpose of
computation of NAV given above.
5. Comparison with Listed Industry Peers
Following is the comparison with our peer group companies listed in India and in the same line of
business as our Company:
nee Face Closing Total EPS @) nO "
fe Consolidated Value _priceon Income @per Ppre® RONW
enigany (per November (in® —_ Basic_ Diluted“? ete) (%)
share) 9, 2021(%) _ million)
Company” Consolidated 10 NA 8,566.84 24.10 20.48 105.04 NA 22.23
PEER GROUP
AIA
Engineering Consolidated 2 1,903.50 30,536.88 60.02 60.02 449.99 31,71 13.33
Limited

 

Source: All the financial information for listed industry peer mentioned above is on a consolidated basis and is sourced from the audited

financial results of the company for the year ended March 31, 2021 available on the websites of BSE.
#Source for our Company: Based on the Restated Consolidated Financial Information for the year ended March 31, 2021.

Notes:

101
Basic EPS = Profit for the year attributable to equity holders of the Company divided by Weighted average number of equity shares
outstanding during the year

Diluted EPS = Profit for the year attributable to equity holders of the Company divided by Weighted average number of dilutive equity
shares outstanding during the year

Net Asset Value per equity share represents net worth attributable to Equity Shareholder (Equity Share capital together with other equity
as per Restated Consolidated Financial Information) as at the end of the fiscal year divided by the number of Equity Shares outstanding
at the end of the year

P/E Ratio has been computed based on the closing market price of equity shares on BSE on November 9, 2021, divided by the Basic EPS
Return on net worth (%) = Restated profit for the year of the Company divided by net worth (Net worth means the aggregate value of the
equity share capital, preference share capital and other equity, as per restated consolidated financial information.)

Weighted average is aggregate of year-wise weighted RONW divided by the aggregate of weights i.e. {(RONW x Weight) for each year}/
{Total of weights}

The trading price of the Equity Shares could decline due to the factors mentioned in the section titled “Risk
Factors” beginning on page 23 and any other factors that may arise in the future and you may lose all or part of
your investments.

The Offer Price of 3453 has been determined by our Company and Selling Shareholders, in consultation with the
BRLMs, on the basis of the demand from investors for the Equity Shares through the Book-Building Process. Our
Company and the Selling Shareholders, in consultation with the BRLMs, is justified of the Offer Price in view of
the above qualitative and quantitative parameters. Investors should read the abovementioned information along
with “Risk Factors”, “Business” and “Financial Information” on pages 23, 141 and 207, respectively, to have a
more informed view. The trading price of the Equity Shares could decline due to the factors mentioned in “Risk
Factors” or any other factors that may arise in the future and you may lose all or part of your investments.

102
STATEMENT OF POSSIBLE TAX BENEFITS

To,

The Board of Directors,
Tega Industries Limited
147, Block-G, New Alipore,
Kolkata — 700 053

Axis Capital Limited
Axis House

1* Floor, Wadia International Centre,
PandurangBudhkar Marg, Worli,
Mumbai 400 025

JM Financial Limited
7th Floor, Cnergy,
AppasahebMarathe Marg,
Prabhadevi, Mumbai 400 025

(Axis Capital Limited, JM Financial Limited with any other book running lead managers which may be appointed in relation
to the Offer are collectively referred to as the “Book Running Lead Managers” or the “BRLMs”)

Dear Sirs/Madams,

Re: Proposed initial public offering of equity shares of face value of Rs. 10 each (the “Equity Shares” and such offering,
the “Offer”) of Tega Industries Limited (the “Company”)

We report that the enclosed statement in the Annexure A, states the possible special tax benefits under direct and indirect tax
laws presently in force in India, available to the Company, its shareholders and to its material subsidiaries as identified by the
Company as per the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015, as amended beingTega Industries Chile SpA, Tega Industries Africa Proprietary Limited, Tega Holdings Pte Ltd and
Losugen Pty Ltd (such entities referred to as “Material Subsidiaries”). Several of these benefits are dependent on the
Company, its shareholders or its Material Subsidiaries, as the case may be, fulfilling the conditions prescribed under the
relevant provisions of the statute. Hence, the ability of the Company, its shareholders or its Material Subsidiaries to derive the
special tax benefits is dependent upon their fulfilling such conditions, which based on business imperatives the Company, its
shareholders and its Material Subsidiaries faces in the future, the Company, its shareholders and its Material Subsidiaries may
or may not choose to fulfill.

The benefits discussed in the enclosed Annexure A are not exhaustive. This statement is only intended to provide general
information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the
individual nature of the tax consequences and the changing tax laws, each investor is advised to consult his or her own tax
consultant with respect to the specific tax implications arising out of their participation in the Offer. Neither are we suggesting
nor advising the investor to invest in the Offer based on this statement.

The preparation of the accompanying statement in annexure B as prepared by the Company and initialed by us on quantum of
special tax benefits of Income Tax Act, 1961 is accurate, complete, and free from misstatement is the responsibility of the
management of the Company including the preparation and maintenance of all accounting and other relevant supporting
records and documents. This responsibility includes designing, implementation and maintaining control relevant to the
preparation and presentation of the financial and other statements, applying an appropriate basis of preparations that is
reasonable in the circumstances.

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

1 the Company, its shareholders or its Material Subsidiaries will continue to obtain these benefits in future; or

IL. the conditions prescribed for availing the benefits have been/would be met with; or

103
Til. the revenue authorities will concur with the views expressed herein.

The contents of the enclosed statement are based on information, explanations and representations obtained from the Company
and its Material Subsidiaries and based on our understanding of the business activities and operations of the Company and its
Material Subsidiaries.

We have carried out work based on Restated Consolidated Financial Statements and other documents, and information made
available to us by the Company and subsidiaries, which has formed a substantial basis for this letter. We were not appointed
as the statutory auditor and have not audited the Company and subsidiaries or its financial statements. Accordingly, we do not
express any form of opinion on the financial statements. Any change in the information made available to us by the Company
and its subsidiaries which forms a substantial basis of our verification, subsequent to the issuance of this letter has not been
considered.

We also consent to the references to us as “Experts” as defined under Section 2(38) of the Companies Act, 2013 (the “CA,
2013”), read with Section 26(5) of the CA, 2013 to the extent of the certification provided hereunder and included in the red
herring prospectus and prospectus of the Company or in any other documents in connection with the Offer.

We hereby give consent to include this statement of special tax benefits in the red herring prospectus, prospectus and in any
other material used in connection with the Offer (together, the “Offer Documents”).

This certificate is issued for the sole purpose of the Offer, and can be used, for inclusion in the Offer Documents, and for the
submission of this certificate as may be necessary, to any regulatory / statutory authority, stock exchanges, any other authority
as may be required and/or for the records to be maintained by the Lead Managers in connection with the Offer and in
accordance with applicable law, and for the purpose of any defense the Lead Managers may wish to advance in any claim or
proceeding in connection with the contents of the Offer Documents.

This certificate may be relied on by the Lead Managers, their affiliates and legal counsel in relation to the Offer.
Yours faithfully,
For, SDT & Co.,

Chartered Accountants
ICAI Firm Registration Ni

 

Dilip K. Thakkar

Partner

Membership No.: 031269

Peer Review Certificate No.:013689
UDIN: 21031269AAAARD3235
Date: November 10, 2021

Place: Vadodara

Encl:As above

104
Annexure A
STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND ITS SHAREHOLDERS

This statement of possible special tax benefits is required as per Schedule VI (Part A) (9)(L) of the ICDR Regulations. While
the term ‘special tax benefits’ has not been defined under the ICDR Regulations, for the purpose of this Statement, it is assumed
that with respect to special tax benefits available to the Company, the same would include those benefits as enumerated in this
‘Annexure. Any benefits under the taxation laws other than those specified in this Annexure 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 mentioned in this Annexure have not been examined and covered by this statement.

Direct Taxation:

Outlined below are the special tax benefits available to the Company, its Material Subsidiaries and its shareholders under the
Income-tax Act, 1961 (‘the Act’), as amended by Finance Act, 2020 ice., applicable for Financial Year 2020-21 relevant to the
Assessment Year 2021-22, presently in force in India.

I. Special tax benefits available to the Company

The Company is eligible to opt for and as representation obtained from the management, the Company has opted for the
beneficial tax rate of 22% (plus applicable surcharge and cess, effectively 25.17%) as provided under Section 115BAA of the
Act, subject to the condition that going forward it does not claim the deductions as specified in Section 115BAA(2) of the Act
and computes total income as per the provisions of Section 115BAA (2) of the Act. Proviso to Section 115BAA(5) provides
that once the Company opts for paying tax as per Section 115BAA of the Act, such option cannot be subsequently withdrawn
for the same or any other Previous Year. The Company will exercise the option under this Section on or before the due date
of filing the returns under sub-section (1) of Section 139 of the Act for the Previous Year relevant to the Assessment Year
2021-2022.

IL, Special tax benefits available to Shareholders
= There are no special tax benefits available to the shareholders for investing in the shares of the Company

IIL. Special tax benefits available to Material Subsidiaries
= There are no special tax benefit is available to subsidiaries of the Company

Notes:

1. The above Statement sets out the provisions of law in a summary manner only and is not a complete analysis or listing
of all potential tax consequences of the purchase, ownership and disposal of shares.

2. The above Statement covers only certain relevant benefits under Income tax Act, 1961 read with relevant rules, circulars
and notifications and does not cover any indirect tax law benefits or benefit under any other law.

3. The above Statement of possible tax benefits is as per the current Income tax Act, 1961 read with relevant rules, circulars
and notifications relevant for the Assessment Year 2021-22.

4. This Statement is intended only to provide general information to the investors and is neither designed nor intended to
be a substitute for professional tax advice. In view of the individual nature of tax consequences, each investor is advised
to consult his/her own tax advisor with respect to specific tax consequences of his/her investment in the shares of the
Company.

5. In respect of non-residents, the tax rates and consequent taxation will be further subject to any benefits available under
the relevant double tax avoidance agreements, if any, between India and the country in which such non-resident is a tax
resident of.

6. Our views expressed in this Statement are based on the facts and assumptions as indicated in the Statement. No assurance
is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the
existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume
responsibility to update the views consequent to such changes.

Indirect Taxation:
Outlined below are the special tax benefits available to the Company, its Material Subsidiaries and its shareholders under the
Central Goods and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017 (“GST law”), the Customs Act,

1962, Customs Tariff Act, 1975 (“Customs law”) and Foreign Trade Policy 2015-2020 (“FTP”) (collectively referred as
“Indirect Tax”) read with Rules, Circulars, and Notifications

105
L Special tax benefits available to the Company

a. Refund under GST Act- Refund on account of export of goods under payment of integrated tax —with
reference to Sec. 16(3)(b) of IGST Act, 2017 Company is claiming refund of Integrated tax paid at the
time of export of goods.

b. Duty drawback under Customs Act - Drawback on Imported goods where import duties has been paid/
indigenous goods where local duties/taxes has been paid Used in the Manufacture of Export Goods — As
per Section 75 of Customs Act, 1962. Company is claiming drawback of such import duties or such local
duties or taxes paid on materials which are used in the manufacturing of exported goods.

c. Remission of Duties and Taxes on Exported Products (RODTEP) as per Foreign Trade Policy 2015-2020
for exports of goods— Company is claiming rebate under RODTEP Scheme at a certain percentage on
Freight on Board (FOB) value of exports.

d. Advance Authorization (License/Scrip) as per Foreign Trade Policy 2015-2020- Company is claiming the
benefit of Advance authorization/license for duty free import of inputs, which are physically incorporated
in export products.

e. _ Till Dec, 2020, the Company has claimed MEIS as per Foreign Trade Policy 2015-2020.

IL. Special tax benefits available to Shareholders

- There are no Special Indirect Tax Benefits available to the shareholders for investing in the shares of
the Company

ML Special tax benefits available to Material Subsidiaries
- There are no Special Indirect Tax benefit is available to subsidiaries of the Company

Notes:

1. The above Statement of Indirect Tax benefits sets out the special tax benefits available to the Company, its subsidiaries
and its shareholders under the Indirect Tax laws mentioned above.

2. The above Statement covers only above-mentioned tax laws benefits and does not cover any Income Tax law benefits
or benefits under any other law.

3. This Statement is intended only to provide general information to the investors and is neither designed nor intended to
be a substitute for professional tax advice. In view of the individual nature of tax consequences, each investor is advised
to consult his/her own tax advisor with respect to specific tax consequences of his/her investment in the shares of the
Company.

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

For,Tega Industries Limited For, SDT & Co,
Chartered Accountants
ICAI Firm Registration No.: 112226W

Authorised Signatory
Dilip K. Thakkar
Partner
Membership No.: 031269

106
Annexure B.

The quantum of special tax benefits of Income Tax Act, 1961 available to the Company

 

 

 

 

 

 

 

 

 

June 30, 2021 =

 

 

 

 

 

 

Rs, million
Relevant provisions of the Income Tax Act, Total Income as
5
te TiS BA ao a Seal : ee
801A 108A | 80JJAA
A Statement
: 074 5
Fiscal 2019 . 48.49 152.36 1.03 201.88 6,430.13 3.14%
_ a alo
Fiscal 2020 = 48.86 0.85 272.01 6,955.42 3.91%
: : 5
Fiscal 2021 ; ; J ai ase 8,566.84 0.01%
Three months
period ended 1,793.86 NA

 

 

Notes:

1. Above mentioned figures are as per Income Tax Audit Report for the Fiscal 2019 and Fiscal 2020.
2. The tax benefits for Fiscal 2021 are based on the representation of the management and audited restated financial

statements of the Company.

3. Tax benefits are pertianing to complete fiscal year as per provisions of Income Tax Act, 1961 hence any special tax benefit
for the period of three months perioed ended June 30, 2021 cannot be ascertained.
4, The above annexure is prepared by the Company and initialed by us for identification purpose only on specific request by

the Company.

For,Tega Industries Limited

Authorised Signatory

For, SDT & Co,
Chartered Accountants
ICAI Firm Registration No.: 112226W

Dilip K. Thakkar

Partner

Membership No.: 031269

107
SECTION IV: ABOUT THE COMPANY
INDUSTRY OVERVIEW

Except as otherwise indicated, the information contained in this section is derived from a report titled “Global
Market Assessment — Select Mineral Processing Equipment” dated October 12, 2021, prepared by F&S. 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. Industry publications are also prepared based on information
as of specific dates and may no longer be current.

GLOBAL ECONOMY

The global economy was restrained in 2019 by global trade wars, with the COVID-19 pandemic causing a 3.3%
contraction in 2020. Governments and central banks across the world rolled out significant fiscal stimulus
measures and pursued loose monetary policies to support economies through the recession of 2020. Global growth
is expected to accelerate to 5.6% in 2021 and be partially supported by the low GDP base effect from 2020.

Exhibits 1 and 2 are Frost & Sullivan baseline scenario forecasts. The baseline scenario assumes a vaccination
rate of 50%~80% across major emerging and developing economies and advanced economies (considers only
population that is willing to take the vaccine), and new COVID-19 breakouts in a few countries in H1 2021.

Exhibit 1: Annual Real GDP Growth Forecast Global, 2015-2025

8.0

Real GDP GDP Growth (4)

 

2015 | 2016 | 2017 | 2018 | 2019 | 2020 | 2021 | 2022 | 2023 | 2024 | 2025
[—World 34 | 33 | 38 | 35 | 28 | -33 | 56 | 44 | 38 | 36 | 35

| Advanced Economies 24 [| 18 | 25 | 22 | 16 | -a7 | so | 36 | 24 | 2a | 22
"Emerging Market and Developing Economies| 4.3 45 48 45 | 37 22 | 61 | 49 49 48 | 46

 

 

 

Note: Estimates for 2020 and 2021, with forecasts thereafter. Data stands updated as on 7 May 2021. Source: IMF; Frost &
Sullivan

Owing to two new stimulus packages approved between Q4 2020 and Q1 2021, a strong vaccination program,
demand-side revival, and near-zero interest rates, the growth of the US economy will surpass 6% in 2021. China’s
recovery which began in 2020 will ensure growth of 8.3% in 2021. China’s manufacturing sector, however, may
suffer setbacks, as multinational firms relocate production to sites outside the country, following the trade wars
and the pandemic. Chile is expected to see 5.8% growth in 2021. Stronger copper prices will be the top growth
driver for Chile.

Exhibit 2: Annual Real GDP Growth Forecast, US, China, Chile, Australia, Russia, 2015-2025

= 32 ST ———  ——n=r—

2 38

2 30

8 ts

E28
gi) ay) 2330) ees aa as) tw
7069 | 69 | 67 | oo | 30 | 83 | se | sa | sa | sa
is [oa aes ae ep se ep es
[a es es se ee ee
3o_|- os} 18] 8 | 0 sf ses et

 

Note: Estimates for 2020 and 2021, with forecasts thereafter. Data stands updated as on or prior to 7 May 2021; Source:
IMF; Frost & Sullivan

108
Inflation

Global inflation declined in 2020 amidst the pandemic, and the slide could be attributed to factors, such as
lockdowns, weaker consumer confidence, and job losses. Global inflation should pick up in 2021 in tandem with
higher expected levels of economic activity.

Exhibit 3: Annual Inflation, Global, 2015-2025

Inflation (39)
w
®

 

2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

Note: Estimates for 2021; forecasts thereafter. Data stands updated as of April 2021. Source: IMF; Frost & Sullivan
INDIAN ECONOMY

Indian economy had been witnessing a slowdown in growth, with real GDP growth weakening to 4.0% in 2019-
2020. COVID-19 and its associated impact caused a 7.3% contraction in the Indian economy in 2020-2021.

Going into 20212022, India’s growth prospects were quite strong based on the scenario in Q1 2021. Frost &
Sullivan mid-March forecasts pointed to 11.3% growth for the Indian economy in 2021~2022. The onset of the
second wave has, however, weakened India’s 2021-2022 growth prospects, with growth now forecast at only
9.3%. This downward revision in growth is influenced by regional lockdowns and weak progress in vaccination.

Exhibit 4: Annual Real GDP Growth and Real GDP, India, 2015-2025

 

Indicator 2015— «2016-2017 = 2018-—2019-—2020- = 2021 = 2022 = 2028- ~=— 2024
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025

Real GDP 80 8.3 68 65 4.0 73 93 11.2 67 69

Growth (%)

Real GDP 113.7 = 123.1 1314 140.0 145.7 135.1 147.7 164.1 175.1 187.1

(Rupees Lakh

Crore)

GDP CAGR 2015-2020 CAGR: 6.4 2020-2025 CAGR: 8.5

(%)

 

‘Note: Estimates for 2021/22, with forecasts thereafter. Data stands updated as on 23 June 2021. Source: Ministry of Statistics and Programme Implementation;
Frost & Sullivan

Exhibit 5: Annual Real GDP Growth, India, 2015-2025

15

Real GOP Growth (%)

 

109
Note: Estimates for Q1 2021-Q42022, with forecasts thereafter. The quarterly figures are annualized quarterly growth rates.
Data stands updated as on 23 June 2021. Source: Ministry of Statistics and Programme Implementation; Frost & Sullivan.

OVERVIEW OF THE MINING INDUSTRY
Global Mining Industry

In 2020, Asia-Pacific accounted for 71% of the global mining industry, followed by North America with 9%. The
mining market consists of companies (organizations, sole dealers, and partnerships) that harvest rocks,
commodities, and other useful resources (ferrous and nonferrous metals, sand and gravel, coal, and so on) from
the Earth’s crust. BHP Billiton Ltd, Glencore Plc, Vale SA, Rio Tinto Group, and CRH Ple are the leading
participants in the mining industry.

Global commodity mineral production during 2020 was 10.2 billion tons, with coal and Iron (2 largest minerals
mined worldwide) accounting 96% of total production. Silver is the most mined precious metal accounting for
86% of total precious metal mined and is found close to Zinc deposits, while Gold is found mostly near copper
mines.
Exhibit 6: Global Key Commodity Minerals Production (Million Tons)
Year 2020
Zine | 12
Manganese Ore | 19
Copper Concentrates | 21

Bauxite [ji

Iron Ore

 

Coal

 

oO 1,000 2,000 3,000 4,000 5,000 6,000 7,000 8,000

Source: ICSG, USGS; IEA

Exhibit 7: Global Key Precious Minerals Production (Tons)

Year: 2020
Platinum 171
Palladium {}210
Gold
Silver
oO 5,000 10,000 15,000 20,000 25,000

Source: World Gold Council; USGS

110
Exhibit 8: Global Iron Ore Production by Country (Million Tons)

Year: 2020

 

°

500 1,000 1,500 2,000 2,500
Australia Mi Brazil MChina Mindia MRussia M Others
Source: USGS

Exhibit 9: Global Copper Concentrates Production by Country (Million Tons)

Year: 2019

 

0.0 5.0 10.0 15.0 20.0
Chile @Peru MChina MCongo MUSA MOthers
Source: ICSG

Exhibit 10: Global Zinc Production by Country (Million Tons)

Year: 2020
12 3.8 12
0.0 2.0 4.0 6.0 8.0 10.0 12.0
@China MAustralia MPeru Mindia MUSA Others
Source: USGS
Exhibit 11: Global Gold Production by Country (Tons)
Year: 2019
325 Pa Bes
3,534
0 500 1,000 1,500 2,000 2,500 3,000 3,500 4,000

mChina mRussia mAustralia mUSA mCanada m Others

Source: World Gold Council

111
Indian Mining Industry
GDP Contribution

The GDP contribution of the mining and quarrying sector, both in terms of nominal and real GDP, has declined
over the last decade. In regards to nominal GDP, as can be seen from the chart below, the share of mining and
quarrying declined from 2.13% in 2015-2016 to 1.75% by 2019-2020; the goal of the government is to raise the
share from 1.75% to 2.50% (The Hindu; Financial Express; India Today). A timeline for this 2.5% commitment,
however, is not clear, with 2024—2025 assumed as the timeline, in line with the government’s 2024-2025 vision
of becoming a $5 trillion economy.

For a global comparison of mining shares, Australia’s mining sector, for example, accounted for 11.1% of the
country’s nominal gross value-add for 2019-2020. In South Africa, the mining sector accounted for 7.2% of the
country’s 2019 real GDP (Australian Bureau of Statistics; Statistics South Africa). These figures are reflective of
a larger mining sector contribution in these two economies.

Exhibit 12: Mining and Quarrying Contribution to Nominal GDP, India, 2015-2025

Mining and Querying Contiouton toNomal GDPEs}

 

Note: Estimates for 2021-2022, forecasts thereafter; Source: Ministry of Statistics and Programme Implementation; Frost &
Sullivan.

KEY TRENDS IN THE MINING INDUSTRY
Global Macroeconomic Trends & Developments related to copper and gold mining industries
Demand-side Drivers

. Growing Global Shift toward Renewables to Drive Demand: While the shift toward renewables has
been gaining momentum over the last few years, efforts to reduce emissions appear to have gathered
pace following the outbreak of the pandemic. Even in an oil-reliant nation such as Saudi Arabia, the
government's goal is to generate 50% of power from renewables by 2030. This growing shift toward
renewables will boost the global demand for copper.

. US Electric Vehicle Policies to Drive Copper Demand: President Joe Biden’s push toward higher
electric vehicle (EV) production will boost the demand for metals used in EVs, primarily copper. Mines
that yield EV metals may not be subject to the strict standards applicable to other mines.

. South Africa Gold Mining Industry Benefitting from Safe-Haven Demand, Higher Metal Prices:
Gold mining in South Africa, after a long period of decline, has benefitted from the pandemic-driven
increase in gold prices. The demand for gold, a safe-haven investment amidst global turmoil, helped lift
prices.

Supply-side Drivers
. Long-term Gold Price Rise Driven by Production Shortages; Near-Term Copper Price Rise: Frost

& Sullivan expects gold prices to rise to $2,500 to $2,800 by 2030, with expected deficiencies in
production. Reduced production from South Africa, in particular, will be a key contributor to the forecast

112
period price rise. Copper prices are expected see growth in post-pandemic 2021 and 2022 with expected
stabilization thereafter.

. Declining Ore Grades: Miners have to engage in mining activities to locate concentrates, as ore grades
are declining, particularly copper. Lower ore grades are expected to drive higher CapEx investments
within the industry.

. Extension of the Decline in Chilean Copper Production into Q1 2021: Amidst the pandemic, Chile,
the world’s largest copper producer, witnessed a decline in copper production for the 10" straight month
in March 2021. Maintenance activities and weaker ore grades also contributed to the decline.

. Proposed Royalty on Chile Copper and Lithium Sales: The Congress in Chile had been discussing a
proposed flat 3% royalty on copper and lithium sales, with eventual discussions on additional marginal
tax rates of 15%~-75%, depending on higher copper prices and associated additional sales (BNamericas;
Financial Times).

Macroeconomic Trends & Developments in India

Indian Mining Structural Reforms 2021: The 2021 approval of the Mines and Minerals (Development and
Regulation) Amendment Bill should help pave the way for increased domestic production and curtailed imports,
increased private sector participation, and higher mining employment. The bill, for example, facilitates the re-
allotment of mining blocks facing legacy cases through means of auctions. Another reform is in regard to captive
mines for which end use was previously restricted to the mine leaseholder. The provision now opens up the sale
of 50% of the mineral production to the open market, with 50% of the production to be used in the company plant.

Opening Up for Commercial Coal Mining: In 2020, the government fully allowed for commercial coal mining,
essentially allowing private players to enter into coal mining and sales. No restrictions were placed on the end use
of the coal (that is, the coal could be used in plants or sold in markets). 19 coal mines were awarded through
auctions in 2020, with another 67 coal mines put up for auction in March 2021 (Financial Express; The Hindu
Business Line). The government views coal as a pivotal contributor to the vision of becoming a $5 trillion
economy.

Targeted Tripling of Gold Production: The goal of Hutti Gold Mines Limited, India’s sole gold producer and
owned by the state government of Karnataka, is to nearly triple gold production from 1,700 kilograms/annum in
Q1 2021 to 5,000 kilograms/annum by mid-2021 (Financial Express). In tandem with the targeted production
increase, the Karnataka government is looking to establish jewelry stores with the support of private sector tie-
ups, which should help drive gold demand.

Government Spending Plans
The government's priority spending plans for the next five years have been detailed below.

$1.5 Trillion (%111 Lakh Crore) under National Infrastructure Pipeline: Infrastructure is set to help India
become a $5 trillion economy by the fiscal year 2024-25 (Financial Express). The National Infrastructure Pipeline
entails $1.5 trillion in infrastructure expenditure (fiscal year 2020-2025), with the central and state governments
undertaking 79% of the capital expenditure (the remaining being private expenditure) (Task Force on National
Infrastructure Pipeline). Energy and roads account for 24% and 18% of CapEx, respectively (Task Force on
National Infrastructure Pipeline). As of December 2020, 40% of the projects under the National Infrastructure
Pipeline were reported to have been under implementation (Task Force on National Infrastructure Pipeline).

Target of Raising Public Healthcare Spending Share to 2.5% of GDP: The Indian government’s expenditure
on health was 1.6% of GDP during the 2019-2020 period and similar to the preceding years. In contrast, the figure
for the European Union was 7.0% of GDP for 2019 (Press Information Bureau, Government of India; Eurostat).

$26.9 Billion (%1.97 Lakh Crore) on Production-Linked Incentive (PLI) Schemes: Introduced in 2020, the
PLI schemes entail an incentive tied to incremental sales from domestic manufacturing. The scheme is expected
to be a major driver in attracting global supply-chains and fortifying India’s manufacturing position over the next
five years (2021-2025). The government expects to generate $520 billion in new manufacturing from PLI over
the next five years (The Economic Times).

113
REVIEW AND OUTLOOK OF THE MINERAL PROCESSING INDUSTRY

The ore occur in large lumps which is broken on desired size using crushers, screens and other mineral processing
equipment. The mineral processing value chain after mining the ore to floatation requires various mineral
processing equipment such as chutes, grinding mills, trommels and screens, hydrocylones, pumps, floatation parts
and conveyors. The surface of these equipment is subjected to high impact, sliding abrasion and corrosion. To
protect these equipment, have a longer service life, reduce the downtime and reduce the noise levels during the
operation it is very critical to install reliable products called liners in these equipment which can withstand the
sliding abrasion. The science and engineering of these interacting surfaces in relative motion called “Tribology”.
The combination of mineral processing engineering, mechanical engineering and material science provide
products that extends the service life of the equipment in use, reduce the down time as well as the operating
expense.

Exhibit 13: Mineral Beneficiation Industry

eS —

Raw ore Chute Feeder Jaw crusher
(rough crushing)

ay ey

Ball Mill Belt conveyor Tee ees

 

Belt Knees

Spiral pecsitter

ae

Gold shaking table

Centrifugal machine

 

a

concentrator Middle

 

=

  

 

Medium frequency Sit

Gold bul induction heating Furnace (other metal)

 

Image Source: Gold Mining Process, Henan Hongxing Mining Machinery Co., Ltd.

Crushers: Crushers are machines primarily used to reduce the size of rocks, stones, and ore and are widely used
in mining operations, aggregates production, and construction material recycling.

Screening: Screening is used to separate the granulated ore into multiple grades by particle size. Screens can be
horizontal, rotary, or vibrating; based applications, they are further classified into dewatering screens, grizzly
screens, single- and double-deck linear screens, and banana screens.

Screening is also known as comminution, a process by which ore is further reduced to minute particles; this is
followed by sizing, concentration, and dewatering.

1; Comminution: particle size reduction

2: Sizing: separation of particle sizes by screening or classification
3. Concentration by physical and surface chemical properties

4. Dewatering: solid/liquid separation

Concentration

Different mineral properties required different mineral processing methods. The common ore dressing methods
are gravity concentration, flotation, magnetic separation, electric separation, chemical dressing, and so on.

1. Gravity beneficiation or gravity concentration is the process of separating minerals as per the density
and velocity of the medium.

114
2: Flotation is a mineral processing method that uses the various physical and chemical properties of
mineral surface to separate minerals.

By Magnetic separation is the key process in iron ore beneficiation, especially magnetite ore and
manganese ore. Magnetic separation is also widely used in the processing of nonferrous and rare metal
ores.

4. Electric Beneficiation uses high-voltage electric field to separate the particles. This method is widely
used for processing fine- grained minerals.

Ss Chemical Beneficiation is where various chemical processes are employed to separate mineral particles

when physical separation processes do not work.
Overview of the Global Mineral Processing Industry
Global crushing, screening, and mineral processing equipment market size was estimated at $20 billion in 2020.
The market was growing at a CAGR of about 7% until 2019 but due to the COVID-19 pandemic, the overall
demand declined in 2020. The industry is likely to recover in 2022 and is forecast to reach $36.9 billion by 2030,
growing at a CAGR of 6.3%.

Exhibit 14: Global Mineral Processing Industry Market Size (Million Tons)

    

36,910
34,560

_ 88h

 

23,480

32,330
29370 320270
25010 76.640
25,000 a ey hae 22,050
trom 19,120 20420 20,000 21,000

20,000
435,000
30,000
5,000

°

2022 2023 «2024 «2025-2026 «2027-2028

2016 ©2017 « «2018 «2019 2020-2021 2029 2030

Actuals (2016-2020). Source: Frost & Sullivan

The demand for iron ore, copper, and other metals and minerals will drive the growth of the mineral processing
equipment industry, while electric vehicle manufacturing will be the top demand driver for copper, aluminum,
and other metals. Owing to ore grade depletion, miners are required to process more ore to get the desired yield,
which will boost the demand for mineral processing equipment.

Global Mining CapEx Overview
Global Overview

CapEx spending for metal ores, such as copper, gold, iron ore, coal, nickel, zinc and others during 2019 was
estimated to be $85 billion. CapEx spending of copper and gold was $50-$55 billion; this accounted for more
than 60% of the global mining CapEx spending. Copper individually accounted for $30-35 billion and gold
reported spending of $20-$25 billion. Iron ore mining is a more mature industry, and CapEx spending has reduced
over the last 4 or 5 years; the iron ore industry is now further impacted by scrap recycling which is gaining traction
in the global market globally. Similarly coal is also a mature industry, and countries are cutting down on coal
consumption, especially in power sector, and the focus has shifted toward clean fuel consumption, such as nuclear
and renewable resources. As nickel and zinc are rare metals, their CapEx spending was low (CAPEX S&P Global).

COVID-19 Impact in Mining CapEx

Due to the COVID-19 pandemic the mining CapEx dropped significantly in 2020. Frost & Sullivan expects
recovery in CapEx spends in copper and gold during 2021 and also in the near term (4—5 years)

COVID-19-related closures had a dual impact on the mining industry. The first was around temporary mine

closures and a limited workforce operating in the mines, which led to lower CapEx spending. The second was
the operational challenge related to lower utilization postponement/delay in mining activities.

115
Future Impact

Demand for copper is expected to grow in future with the higher EV production and industry automation (Industry
4.0) worldwide. Electronics and consumer durables will continue to be key contributors to copper demand.
Production of gold is also expected to grow as Russia increases its mining capacity and overtakes China in the
near future.

Global Copper Mining Industry Overview

The world’s copper metal reserves are estimated to be 870 million tons of copper content. Chile has the highest
share, accounting for about 23% of global assets, led by Australia and Peru with 10% each; Russia, 7%; Mexico
and the United States, 6% each; and Indonesia and China, 3% each.

Owing to the COVID-19 pandemic, global mine supply of copper fell marginally to an estimated 20 million tons
in 2020, down from 20.4 million tons in 2019.

Global Copper Concentrate Production Forecast, 2016-2030

Exhibit 15: Global Copper Concentrate Production (Million Tons)

300

___ 03% yg
230
200
0
100
so
: 2016 2017 2018 2019 2020 021 2022 2023 2024 2025 2026 202 028 2028 2030

Actuals (2016-2019); Source: ICSG; USGS; Frost &Sullivan

Over the last decade, global copper concentrate production had increased by a CAGR of 2.4%, primarily from
China and Peru. China had increased its production during 2012 to 1.5 million tons because of higher domestic
demand from the electronics sector; China is still one among the largest importers of copper concentrates in the
world. Peru, during the 2015-2016 time period, doubled its copper concentrate production capacity. Copper
production is expected to decline by about 2% worldwide due to the impact of the COVID-19 pandemic in 2020.

Overview of Top Global Copper Producers

Chile: Chile is the most powerful player in the copper mining industry in many ways, as it has the highest deposits
in the word, and copper production constitutes 90% of the country’s exports. Chile’s copper mine production was
projected to be 5.79 million metric tons of metal content, accounting for 28% of the global output.

Peru: Peru is the second largest and one of the most lucrative mining countries in South America. Peru’s copper
supply increased more than 97%, between 2008 and 2019. Peru’s government had set a target to double copper
production by 2016 to reclaim its status as the world’s second-largest copper producer after Chile.

China: China is the world’s largest copper-consuming economy. Though the country’s small copper ore deposits
are mined, it is imports that meet more than 60% of the domestic demand. Copper mine Concentrate production
increased marginally from 1.56 million metric tons in 2018 to 1.68 million tons in 2020.

Congo: The large high-grade copper deposits in this nation are remarkable; some mines are expected to have
grades above 3%, considerably higher than the global average of 0.6% to 0.8%, but there are also significant
political and security challenges exacerbated by the shortage of robust infrastructure.

US: In 2020, recoverable copper mine production in the United States was 1.2 million tons. Arizona was the

leading copper-producing state, accounting for roughly 74% of domestic output. Copper was recovered or refined
(18 of which accounted for 99 percent of mine production) at 25 mines.

116
India: Copper reserves are estimated to be 207.77 million tons (13.8%) while 1.30 billion tons (86.2%) are
categorized under remaining resources. Rajasthan has the most copper ore reserves/resources, accounting for
53.8% (or 813 million tons), followed by Jharkhand, 19.5%; and Madhya Pradesh, 18.8%. Vedanta and Hindalco
import copper concentrates, while Hindustan Copper Limited (HCL) is India’s sole copper mining business. In
2018-2019, copper ore output increased by 12% to 4.13 million tons, up from 4.12 million tons the previous year.
Singhbhum Copper Belt, Malanjkhand Copper Belt, and Khetri Copper Belt are the three regions where Hindustan
Copper Ltd operates mines. With a capital investment of (%5,500 crore), HCL has formulated a plan to increase
mine capacity ranging from 3.8 to 20.0 million tons per annum over the next six years. Copper demand in India
is expected to rise at the rate of 6~7% due to the government's increased focus on “Make in India” and “Smart
City” initiatives.

In 2017, India’s per capita copper intake was 0.6 kg, which is very poor when compared to countries, such as
Russia, 3.3 kg; China, 5.4 kg; the United States, 5.5 kg; Italy, 8.9 kg; and Germany, 13.6 kg. According to the
International Copper Study Group (ICSG), the electrical and telecommunication industry accounts for 56%
percent of overall demand, followed by transportation, 8%; consumer durables, 7%; building and construction,
7%; general engineering products, 6%; and other sectors such as process industries, 16%.

The top 5 countries account for 60% of global copper production, and Indian mines support about 0.02% of the
global production.

Exhibit 16: Copper Mine Concentrate Production by Country

 

 

 

Mine Production, 2019 Mine Production, 2019
Conny (Thousand Tone %) Coney (Thousand Ton, %)
1. Chile 5,790; 28% 8. Zambia 797; 4%
2. Peru 2,460; 12% 9 Mexico 715; 3%
3. China 1,680; 8% 10. Canada 573; 3%
4. Congo 1,290; 6% 11. Kazakhstan 562; 3%
5. United States 1,260; 6% 12. Poland 399; 2%
6. Australia 934; 5% 13. India 4.13; 0.02%
7. Russia 801; 4% 14, Rest of World 3,235; 16.08%
Total 20,570; 100%
Source: ICSG; Indian Bureau of Mines
Exhibit 17: Top 10 Copper Mining Companies
Company Production (‘000 T) 2019 % share
Codelco 1706 18.3%
Glencore 1371 14.7%
Freeport-McMoRan 1170 12.6%
BHP Biliton 1161 12.5%
Southern Copper 994 10.7%
First Quantum 702 7.5%
KGHM 702 7.5%
Rio Tinto 577 6.2%
Antafagasta 491 5.3%
Anglo American 444 4.8%

 

Source: Kitco.com
Depletion of Iron Ore Concentrates

Copper ore concentrates are depleting continuously worldwide, miners must dig deeper to find more concentrates,
as ore grades are declining.

117
Exhibit 18: Depleting Copper Concentrates

Prefeasibility Projects at 0.35% Grade @ 37%
Feasibility Projects at 0.38% Grade @ -20%
Developing Mines at 0.39% Grade @ -20%
Operating Mines at 0.53% Grade e
-50% -25% 0% 25%

All figures as per actuals; Source: Mining.com

Operational mines are producing about 0.53% of copper concentrates. Newer mines are expected to produce 26%
less yield and would only have 0.39% of copper concentrates. A few new mines in feasibility and pre-feasibility
stages would have lesser yields of nearly 0.35% of the total excavation.

According to BHP, an Australian-UK resources company, falling grades will reduce by roughly 2 million tons/
year of global copper mining supplies, by 2030.

Copper ore is generally available in oxide and sulfide forms. Exhibit 18 shows all forms of copper ore grades are
reducing; this is expected to decline in future as well, while the demand for mineral processing equipment will
grow.

Exhibit 19: Depleting Copper Ore Percentage Trend

15 7 %Cu
14
13
12
14
1.0
09
08

o7
06
ae ee SS SS eee

os

03
2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018f 2019f 2020f

underground sulphide

 

All ore mined ——— open pit oxide —— open pit sulphide
All figures as per actuals; Source: Mining.com.

 

Copper mill sites also require superior quality of consumables and have higher beneficiation requirements. Ore
grades have been declining by around less than 1% per ton, over the last few years, which has led to
disproportionate industry growth of around 7% for copper mining and around 5% mineral processing equipment
at each mill site. Also, decreasing ore grades has led to a greater demand for larger-sized mills, leading to an 17%
growth Year on Year 2020 to 2021 of the mill lining industry.

Frost & Sullivan expects demand for replacement of mill liners to grow at a firm pace as the ore grades are
depleting globally, and miners have to dig deeper to find better yields.

CapEx Spending in Copper

As per S&P Global, CapEx spending in copper industry was estimated at $30—35 billion in 2019.The demand for
copper is growing significantly across world, primarily in electronics, electrical, consumer goods and EV
segments.

118
Copper LME Index Price Trends ($/Ton)
Copper stocks have lately decreased and are projected to reduce further in LME which resulted increase in prices.

Exhibit 20: Historic Copper LME Index ($/Ton)

$12,000 $9,739
$10,000 $9,289

$7,554 $7,915 $7394 $71 $7,741
$8,000 4 sis 1 501 7 55, 965 $6,156
$6,000
$4,000
$2,000
$-

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021*
(June)

“Average pricing has been considered until June 2021.Note: All figures are actuals and end-of-year (31 December 2020)
price. Source: LME.com

. Q3 and Q4 surge in the LME index can be attributed to recovery in stocks and consumption, as many
units resumed production; LME averaged at $7,755/t by December 2020.

. Copper is mostly procured based on one-month cash average and the previous one-month LME average
price.
. Frost & Sullivan expects copper prices to further grow in 2021 and 2022, in the range of $ 8,000-

10,000/ton, and to then stabilize after the demand-supply scenario attains normalcy.
Demand Drivers for Copper

. Demand for copper is expected to increase significantly because of global initiatives and trends, such as
the development of industrial corridors, smart city projects, and manufacturing of EVs.

. EVs will be one of the key driving factors for copper; a typical pure-battery-powered electric car requires
about 80 kilograms of copper, four times the amount used in a traditional vehicle.

. The focus on renewable energy resources, such as solar, hydro, and wind energy, will drive the global
demand for copper.

The growth of infrastructure projects, such as railways, airports, and metro rails, will be a key driving factor for
copper cables worldwide.

Exhibit 21: Global Copper Demand (Mn Tons)

2017

 

 

 

 

Demand for copper dipped to 22.8 Mn Tons in 2020 from 23.9 Mn Tons in 2019, due to impact of Covid 19
pandemic on the overall industry. For 2021 the copper demand is expected to bounce back to 23.6 Mn Tons

119
Global Gold Mining Industry

The world’s gold reserves are believed to be about 50,000 tons of metal content. Australia, Russia, South Africa,
the United States, Indonesia, Brazil, and Peru have significant gold deposits. Global gold mine output is 3,200
tons, 3% lower in 2020 than it was in 2019. In comparison to the previous year, mine production in Argentina,
China, Mali, and Sudan remained stable, although it was marginally lower in Australia, Canada, Ghana, and
Russia. The top 5 countries account for 40% of global production, while Indian mines support about 0.02% of it.

Global Historic Gold Concentrate Production

Exhibit 22: Historic Gold Concentrate Production (Tons)

6,000

5,000 ae
0.7%

4,000 5, aver mT

3,000

  

3,206

2,000
1,000

2016 ©-2017,-«S «2018S «2019 «2020» 2021-2022» 2028-««-2028~=«2025S 2028 += 2027 «2028 ©«« 2029-2030
Actuals (2016-2019) Source: World Gold Council, USGS; Frost & Sullivan

Actuals (2016-2019). Source: World Gold Council, USGS; Frost & Sullivan

Gold concentrate production has been growing due to increased Chinese and Russian mining activities in recent
years. However, Australia has the largest gold reserves worldwide, followed by Russia. For decades, South
Africa’s gold concentrate production has been diminishing. The country’s gold production dropped to 90 tons in
2020 from a high of about 1,000 tons in 1970. Gold concentrate production had been growing at a CAGR of 2.6%
from 2010 to 2019. A major drop is expected during 2020, primarily due to the impact of the COVID-19 pandemic.

Overview of Top Global Gold Producers

China: China has been the world’s leading producer of gold for the last 11 years, surpassing South Africa in 2007.
In 2020, China produced 380 tons of gold, accounting for just over 12% of the global demand.

Australia: Australia has the world’s highest share of economic gold deposits and is also a significant gold
exporter. After China, Australia is the world’s second-largest gold producer. Western Australia is home to
approximately 43% of the world’s gold economic wealth. Western Australia produced about 68% of Australia’s
gold, with New South Wales coming in second at 12%.

Russia: Russia is a big participant in foreign markets, producing more than 80% of all European gold. Russia has
about 8,000 tons of recoverable gold deposits. To expand its global production share, Russia is investing heavily
in exploration and mining activities. In January 2020, trans-Siberian gold found a new zone in the Asacha gold
mine, an underground operation in Kamchatka. Growing at a CAGR of 3.7%, Russia is estimated to surpass
Chinese production by 2029.

US: In 2020, gold mine output in the United States is expected to be about 190 tons, down 5% from 2019, with a
value of about $11 billion. Gold was mined in 11 different states, with Nevada, Colorado, and Alaska being the
most productive. Nevada produces about 78% of the gold extracted in the United States. Nearly 7% of domestic
gold was recovered as a byproduct of refining domestic base-metal ores (mostly copper ore).

India: India produced 1.6 tons of gold in 2020, and its gold reserve is estimated to be 654.74 tons. 70.09 tons
were classified as reserves, while 584.65 tons were classified as remaining resources. By states, the largest
resources in terms of gold ore (primary) are in Bihar, 44%; followed by Rajasthan, 25%; Karnataka, 21%; and
rest of India, 10% (West Bengal, Andhra Pradesh, Jharkhand, Chhattisgarh, Madhya Pradesh, Kerala Maharashtra,
and Tamil Nadu). HGML is the only public sector company in the country producing gold in the Raichur district
of Karnataka. HGML runs mines at Hutti and Hira- Buddini.

120
Exhibit 23: Gold Concentrate Production by Country

 

 

 

 

 

 

 

 

 

 

 

‘Country ‘Mine Production, 2019 Country Mine Production, 2019
(Tons; %) (Tons; %)
1. China 383; 11% 10. Brazil 107; 3%
2. Russia 329; 9% 11. Uzbekistan 104; 3%
3. Australia 325; 9% 12. Indonesia 83; 2%
4.US 200; 6% 13, Kazakhstan 77; 2%
5. Canada 183; 5% 14, Sudan 77; 2%
6. Peru 143; 4% 15. Mali 71; 2%
7. Ghana 142; 4% 16. Argentina 53; 1%
8. South Africa 118; 3% 17. India 1.6; 0.05%
9. Mexico 111; 3% 18. Rest of World 1,026; 29.5%
Total (Tons) 3,534 (100%)

 

Source: World Gold Council; Indian Bureau of Mines

Exhibit 24: Top 10 Gold Mining Companies

 

 

 

 

 

 

 

 

 

 

 

‘Company Production (MOz) 2019 % share
Newmont 6.29 21.7%
Barrick 5.47 18.9%
Anglo Gold Ashanti 3.28 11.3%
Polyus 2.84 9.8%
Kinross 2.51 8.7%
Gold Fields 22 7.6%
Newcrest 2.35 8.1%
Agnico Eagle 1.78 6.1%
Polymetal 1,32 4.6%
Kirkland Lake 0.97 3.3%

 

Source: Kitco.com
Global Historic Gold Ore Depletion

Lower ore grades have a major influence on production costs; hence, gold grade is a key profit driver for a mine.
A reduction in gold grades caused a significant increase in cash expenses for the world’s biggest gold miners.
Gold reserves are in limited quantity globally by which miners have to excavate more to find suitable yields.

CapEx Spending in Gold

As per S&P Global, Gold is the next major industry, after copper, to entail high CapEx investments. In 2019,
about $15-20 billion was invested in gold mining operations. Frost & Sullivan expects demand to grow
significantly, as ore grades have depleted, and new, emerging participants in Russia will explore more mines.

Gold Pricing Trends LME ($/oz)

Exhibit 25: Historic Gold Prices Based on LME ($/0z)

$1,891
97/000 $1,655 1,762
$1,574 >» $1,511

$1,410
$1,500 $1,296 $1,281
$1,201 $1,199 : i
$1062 *4159
$1,000
$500 |
$-

2010 2011 2012 2013 2014 2015 2016 2017 2018 2019 20202021 June*
All figures in actuals; Source: LME.com. “Average pricing has been considered until June 2021; Note: All figures are actuals
and end-of-year (31 December 2020) price. Source: LME.com

. Prices stabilized after post-lockdown production resumed worldwide.

121
. Frost & Sullivan expects the gold prices to further stabilize in 2021 and 2022, in the range of $1800—
1900/oz, and then would stabilize post the demand and supply scenario attains normalcy.

Demand Drivers for Gold
Purchasing of gold is considered ‘safe’ from economic failures. Gold used in jewelry accounts for roughly 80%
of the demand; the rest is produced as blocks and coins. The electronics industry has contributed to the recent rise

in demand for gold because of its high conductivity.

As the global demand-supply gap for gold widens and the production from South Africa decline, Frost & Sullivan
expects prices to rise by about $2,500 to $2,800 by 2030.

Exhibit 26: Global Gold Demand (Tons)

 

 

4345 4355
4160
i i
; - ; 5 i 1
2017 2018 2019 2020

 

 

The Global Gold market was impacted hugely in 2020 due to Covid 19 pandemic. The coronavirus pandemic,
with its far-reaching effects, was the driving factor behind weakness in consumer demand throughout 2020,
culminating in a 14% decline in annual demand to 3,760 tons, the first sub-4,000 Tons per year since 2009.

REVIEW AND OUTLOOK OF THE GLOBAL MILL LINER INDUSTRY
Overview

Amill is a machine that grinds, cuts, and crushes solid materials into useable sizes for further processing. Crushed
ore is fed into mills where it is ground down to a desired particle size; mills are used widely to processes raw
materials in a variety of sectors. Mill liners fundamentally protect mills from the wear that comes with grinding
harsh raw materials.

Mill liners are used to improve a mill’s performance, efficiency, and longevity; however, not all mill liners are
made equal, even though they all serve the same purpose. Mill liners can be metallic, rubber or composite
materials. The type of grinding media as well as the desired output of media is an important consideration in
selecting the type of mill liners.

Mill liners are widely used in copper, gold, iron ore (in that order); other mill liners are classified under
cement/aggregates and occupy a small share of the market. Copper and gold are key consumers of mill liners, as.
the mined material is very abrasive; in addition, the yield per ton of ore mined in these two segments is declining
due to ore degradation and excess mining in past. Mill liners primarily have a life of 6 months to 2 years, depending
on the hardness of the ore to be refined.

Global mill liner market was estimated at $1.73 billion in 2020 and was largely driven by ore beneficiation in gold
and copper worldwide and iron ore in Brazil and China.

Grinding Mills
A ball mill is used for fine grinding in the horizontal and vertical positions. The mill is filled with steel balls,

manganese balls, or ceramic balls. Highly suitable for dry grinding, this machine is used to crush aggregates in
the cement industry.

122
Autogenous Mill (AG) and Semi-autogenous (SAG) mill combine two processes, crushing and grinding; the
mills use materials themselves as grinding medium; the mutual contact progressively reduces material sizes. AG
and SAG are used in both dry and wet grinding applications in either mineral processing or ore beneficiation
process.

Exhibit 27: Mill Liner Industry Value Chain

 

 

Standalone Mill Mill liners as replacement j
Liner manufacturer | Copper
[esses See | |

Original Equipment

   

 

Manufacturer Ly Gold
Mill liners in new/replacement
(OEM) Lene re |
| Cement & Aggregates

 

 

 

 

Source: Frost & Sullivan

After-market spend for a mining mill comprises regular operating expenses which include costs of wear and
separation parts, grinding media, power consumption, liners and other regular operating expenses.

Ore beneficiation companies procure customized grinding mills and mill liners from OEMs. Once the mill liners
are ready for replacement, ore beneficiation companies have the choice to source either directly from OEMs or
from stand-alone mill liner suppliers

Though the mill liners are a low cost component in mill’s operations, constituting about 3% -15% of mill’s
operating cost, as per one of the past study, based on Morila Gold Mine located in Mali, in which the average
yield of gold was 9gms/ton and the average mill tonnage 293 tons per hour. With the price of gold at $66 per gram
the overall opportunity cost per hour of downtime cost per hour could go upto as high as $174,042. To avoid such
a high down time the quality of mill liners is very important.

 

Average Mill tonnage Average Gold grade per ton Price per gram Opportunity Cost per
(A) (B) © hour of downtime
(A)X®B)X(C)
293 tons per hour 9 gms/ton $ 66/ gms $174,042

 

Global Mill Liner Industry

Copper and gold together accounted for 75% of mill liner market share during 2020, followed by iron ore and
other (cement and aggregates) with 25%. The global mill liner market was estimated at $1.73 billion in 2020. The
market was oligopolistic in nature with top 5 producers capturing a global market share of 49% namely Metso-
Outotec, Me Elecmetal, Bradken, PT Growth and Tega Industries.

Demand is primarily driven by Latin American countries which account for 40% of the global copper production
and 8% of global gold production, largely due to the presence of large copper and iron ore mines in the region.
China accounts for 10%. Tega has been servicing most of the regional mines of the major market participants as
showcased in exhibit 17 and exhibit 23. The mill liner market has declined continuously in the last two years due
to industry slowdown (a negative YoY growth of 3%) in 2019 and with COVID-19 (a negative 4% YoY) in the
2020. Pent-up demand is likely to ensure a rebound (at 17% YoY) in 2021 and reach $2.03 billion.

The demand for mill liner is repeating in nature largely due to wear of mill liners. Demand of mill liners is higher
in replacement against newly installed grinding machine with mill liner in a year. The ratio is expected to be about
70% to 80% from replacement and 20% - 30% are in the new installed machines. Ratio of replacement varies with
amount CapEx spent in a particular year.

123
Exhibit 28: Historic, Future & Current Mill Liner Demand Forecast

3500 figures in $ nat
nee Figures in $ Million ___ 5.8% CAGR v7, 2915. 3052
-0.5% gago 2882 2659

5 2325
2500 2032 2127 2225
2000 1848 1777 1866 1803 4733
1500
1000

500

0

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

Actuals (2016-2020). Note: All figures are rounded. The base year is 2020. Source: Frost & Sullivan

Demand for copper will be driven by decorbonisation goals which will lead to more demand from the energy and
automotive sector. The renewables sector will bolster copper demand through capacity additions in wind, hydro
and solar power. Factors such as rising copper annual capacity in renewable energy, growing use of copper in
smart home appliances, expansion of construction industry, increasing manufacturing of electrical equipment and
growth in scrap copper supply would drive the growth of the industry.

However, the growth would be challenged by the decline in ore grades. Miners will have to process more ore to
produce required concentrate. This will in turn boost the consumables such as mill liners growth in the mineral
processing industry. Key end use sector for Gold are Jewellery, Investment, and in Industries. The advent of
‘nanotechnology’ is driving new uses in medicine, engineering and environmental management. Gold
nanoparticles find its applications in medicines, renewable energy, engineering and aerospace as well as new
technologies such as stretchable electronics.

Historically, there has been marginal growth in the copper and gold production over FY16-19 (less than 1%)
which was primarily caused by general industry slowdown. Further the market was impacted due to the COVID-
19 pandemic and the industry saw a de-growth in 2020. Copper and Gold together account for majority of the mill
liner demand (~75% market share in 2020). Accordingly, there has been a flattish growth trend in the mill liner
market in this period.

In the medium term, copper and gold production is expected to see a healthy growth, driven by increasing mining
activities in the LATAM countries and growing shift towards Electric & Hybrid vehicles. Accordingly, Copper
production is expected to grow at 3.7% CAGR over 2020-2030 and Gold is expected to witness a CAGR of 4.3%
in the stated period.

Since mill liner demand in the past has been primarily dependent over copper and gold mining, the mill liner
market growth will be a direct derivative of the same. Further, since the depleting ore grades would require higher
ore beneficiation and hence higher replacement demand, the mill liner market is forecasted to grow faster at 5.8%
over 2020-2030.

Exhibit 29: Global Competition Overview, 2020

 

Mill Liner Manufacturer Market RevenueMarketRevenueMarketRevenue
Share (Mn$) Share (Mn$) Share (Mn$)

2020 2020 2019 2019 2018 2018

S.No Manufacturing Locations

Country

Metso-Outotec*

(Metso Outotec was formed by
merger of Metso Minerals and
Outotec on June 30, 2020.
Revenue of Metso Outotec is
captured for 2020 and
comparable revenue of Metso
and Outotec in 2019 as per their
financial report. Financial of
Metso and Outotec prior to
2019 are non relevant here)

Me Elecmetal

Finland, India, Argentina,
Australia, US, Peru, Brazil,
Chile, Estonia, Belarus,
Indonesia, Kazakhstan,
Paraguay, Norway, Russia,
South Africa, Sweden, UK
and Uzbekistan

Chile, US, China, and Zambia

17%

13%

300

230

16%

15%

293

265

15%

15%

281

 

124
 

S.No Mill Liner Manufacturer Manufacturing Locations Market Revenue MarketRevenue MarketRevenue

Country Share (Mn$) Share (Mn$) Share (Mn$)
2020 2020 2019 2019 2018 2018
3. Bradken Australia, China, Canada& 9% 163 10% 180 10% 188
Malaysia
4. PT Growth Indonesia, China, Australia, 5% 83 4% 79 4%
Ghana, South Africa, Chile, 78
Peru and Mexico
5. Tega Industries India, Chile, South Africa and 5% 80 4% 68 3% ky
Australia
6. FLSmidth China, India and Poland 3% 54 2% 50 1% 49
7. Uralcem Russia 2% 31 3% 28 3% 27
8. Weir Group Poland, US, Mexico, 2% 30 2% 28 2%
Colombia, India, China, 58
South Africa, Brazil, Peru,
Chile
9. Rema Tip Top Germany & China 2% 30 1% 27 2% 28
10. Polycorp Mali, Mongolia & Russia 1% 25 1% 23 1% 24
11. Chinese Manufacturers China 23% 400 25% 457 28% 522
12. RoW: Others RoW: Chile, Peru, USA, and 18% 307 17% 305 16%
; 300
South Africa
Total 100% 1,733 1,803 1,866

 

‘Note: All figures are rounded. The base year is 2020. Source: Frost & Sullivan

Exhibit 30: List of key competitors in mill liner industry

 

Company Established HeadquarteredRevenue EBITDA PAT RoE for RoCE for Industry catered
forFY marginfor margin FY 2020 FY 2020
2020 =F Y 2020 for FY

2020
(SM)
Metso 2020 Finland 4,042.96 11.90% 4.20% 16.50% 12.50% Mining, Aggregates,
Outotec* Metal refining and
Recycling
FLSmidth 1882 Denmark 2,668.74 6.90% 1.37% 2.42% 5.10% Mining & Aggregates
Weir 1871 Scotland 2,759.60 20.00% -7.60% -11.34% 8.77% Mining & Aggregates
Tega’ 1976 India 116.55 27.86% 15.92% 22.23% 24.76% Mining & Aggregates
AIA 1979 India 415.47 27.10% 18.5% 14.20% 17.80% Cement, Mining,
Engineering Power, Aggregate

Ltd. *

*Metso Outotec was formed by merger of Metso Minerals and Outotec on June 30, 2020. Metso Ojy was incorporated on 1 July 1999
through the merger of Valmet, a paper and board machine supplier, and Rauma Oy, which focused on fiber technology, rock crushing and
flow control solutions. Outotec Oyj was a Finnish listed technology company founded in 2006 offering complex mining technology and plant

 

projects.

“Please note that the numbers mentioned for Indian companies are for the Fiscal year 2021 (2020-2021)
Exchange rate USD 1 = INR 73.5

Out of these players, Metso-Outotec & Tega are the only two players active in polymer based mill liners. Metso
Outotec is the largest polymer based mill liner supplier followed by Tega.

Global Mill Liner Market Size by Type

The demand for metallic mill liners is highest, as they are readily available. In metallic mill liners steel mill liners
are primarily alloyed, as manganese steel makes them more durable than non-alloyed steel. Steel mill liners are
of better quality and available worldwide; this reduces lead time and cost. Steel mill liners are preferred in large
grinding mills, unlike rubber mill liners which are best suited to small and medium-sized mills with diameter up
to 6.5-meters.

Rubber abrasion mill liners are solely manufactured by rubber, its light in weight and offers quick installation.
Rubber lines, often available in ball mills less than 3.8 meters in diameter, are most usually employed in smaller
operations. These rubber liners are usually used in all secondary and tertiary applications in which the load in the
mill is not too high. Rubber mill liners may be developed to meet most applications as a reliable standard solution.
Due to its lesser weight it is more energy efficient and offers less downtime over conventional metallic mill liner.

125
Composite mill liners are made with a combination of the various steel alloys and rubber compounds. It is
understood that steel mill liners are around 40% more heavy than these liners. There are two components lifters
and plate liners that are installed from the inside of the mill using mechanical fastening. These mill liners have
large demand from primary ball and SAG mill. Over the past few years mining companies have been more
attracted towards composite over conventional metallic and rubber mills. The combined design of rubber and steel
makes it distinctive, as it is capable of absorbing heavy impacts and preventing rolling cracks. The presence of
the rubber contributes to load damping. The profile maintains for a longer period of time and increases grinding
efficacy, which is a key demand of the industry, because of its increased wear resistance properties.

Advantages of composite mill liners:

1) Composite mill liners are nearly 35-40% lighter in weight compared to conventional metallic mill liners,
which offers less downtime and quick installation.

2) Composite offers flexibility in the design and with fewer components. This reduces joints between liners
and minimizes joint gaps, unlike steel liners because of the casting tolerance. The disadvantage with
conventional steel mill liner is the joints can be peened as a result of impacts from the grinding balls.

3) Composites are faster to produce and therefore the lead times are shorter. This is a big advantage for the
mining activities, during ordering the companies could be more flexible while placing demand request.
It reduces the need for early ordering and the risk of milling liners being stored more than necessary on
site.

4) Lighter mills can be optimized in order to increase volumetric capacity resulting higher production.
Lighter composite facilities that allow more material to be fed into the factory without exceeding the
mass limits can benefit mills with load mass limitations

Hybrid mill liner are made from a combination of the various steel alloys and the rubber compounds. The hybrid
liner integrates the multiple lifter and platform components into one single unit reducing the total number of
components within the mill. Hybrid liner has a special attachment system which does not require the crew to be
present in the grinding mill. This makes the crew securely install the liner and the installation is faster than
conventional metallic liner.

The demand for mill liners is expected to grow at a CAGR of 5.8% until 2030. In 2020, market size of composite
was $ 451 mn, rubber was $ 312 mn and metallic liners was $ 971 mn. Composite, Metallic and Rubber mill liners
are expected to grow at CAGRs of 8.4%, 5.2%, and 3.2%, respectively. The market share of composite mill liners
will increase, while the share of metallic and rubber mill liners will decrease during the forecast period. Metallic
is still expected to dominate the market due to its wide availability. Composite and rubber mill liners being lighter
in weight drive easy installation resulting increase in productivity over heavier metallic mill liners.

Historic, Future & Current Mill Liner Demand Forecast

 

Year/CAGR Growth Metallic mill liner Rubber mill liner Composite
2020-2030 5.2% 3.2% 8.4%

 

126
Exhibit 31: Global Mill Liner Market Share Breakdown by Type, 2020 & 2030

 

2030

2020 56% 53%

18%

Metallic @ Rubber = Composite

 

Note: All figures are rounded. The base year is 2020. Source: Frost & Sullivan

Metallic mill liners will continue to dominate the market until 2030. Metallic liners have higher strength but also
has higher weight which demands longer grinding mill downtime. Metallic mill liners are made from steel alloys
which also tend to corrode over time.

Rubber are lighter in weight and corrosion resistant, but largely preferred for small sized grinding mills. As the
size of mills are increasing due to higher mining operations with depleting ores, preference towards composite
has increased. Demand for rubber liners will largely be from small scale ball mills.

Demand for Composite type would increase as they have good strength and lesser weight which in turn reduces
downtime for the mill and improves overall efficiency for the companies. As mill sizes are increasing the demand
for lighter material with higher strength will be the key demand driving factor which would also be energy
efficient.

Global Mill Liner Market Size by Application

SAG mills shall see high demand, as they are the most preferred for both wet and dry grinding and are critical to
separating metals in mines. The cement industry is the key consumer of ball mills which are primarily used for
fine grinding.

In 2020, market size of AG mills was $ 173 mn, SAG mills was $ 1,075 mn, Ball mills was $ 381 mn and Others
(Pebbles & Rod) was $ 104 mn. SAG mills will dominate the market at a CAGR of 6% until 2030. AG mills,
meanwhile, shall be the fastest growing mill segment at a CAGR of 6.8%. Driven by cement and aggregates, ball
mills with grow at a CAGR of 5.8%. Demand for other mill types (pebble and rod mills) is set to grow marginally
at a CAGR of 1.6%.

127
Exhibit 30: Mill Liners operational areas based on Mill size:

 

 

 

 

 

  

 

 

 

 

 

 

 

   

SAG MLL BALL ML

Mil Sice

Rubber Composite own Composite tybe Metal
Dias 24m
SAG mill below 3.8m does not exist

2a<Des38 tess Presence
aecbesas

2 Medium
as<pDasss
Ss<Desas Tega, Metso, Som] High Presence
as<Des9s

[Ball MEI above B.S does not exist

95<oesi25

 

 

 

 

 

 

The Metallic liner has relatively lower presence in smaller size mill, moderate presence in mid-size mill segments,
and relatively higher presence in bigger size mills.

The Metallic liner has relatively lower presence in smaller size mill, moderate presence in mid-size mill segments,
and relatively higher presence in bigger size mills. Tega, Metso-Outotec and Weir closely compete with each
other in composite mill liners under SAG mill category. But Tega is the only company producing hybrid mill liner
for SAG mill with diameter over 9.5 to 12.5-meter range. In ball mill Tega is one among the leading global
competitors in Rubber and composite mill liners and is one of top manufacturers of hybrid type mill liners in the
segment range of 5.5 to 8.5 meter competing with Metso-Outotec and Siom. Tega largely focuses and has high
presence in large sized mill liners with Metallic segment for both Ball and SAG mill.

SAG Mills are very popular because they can grind both dry and wet materials, and they employ crushed material
inside the cylinder as the grinding medium. Autogenous mills, which separate some precious metals such as gold
and silver, are popular in the main processing unit for the major industrial grinding circuits in the mining industry.
Ball mills are fine grinders that come in both horizontal and vertical mills, with cylinders partially filled with steel,
manganese, or ceramic balls.

 

 

Year/CAGR ‘AG Mill liner SAG Mill liner Ball Mill liner Others
Growth (Pebbles and Rod mill)
2020-2030 6.8% 6.0% 5.8% 1.6%

 

Exhibit 32: Global Mill Liner Market Share Breakdown by Type of Mill, 2020 & 2030

a

2020

 

2030

= Ball Mill Liners = SAG Mill Liners = AG Mill Liners = Others

 

 

Note: All figures are rounded. The base year is 2020. Source: Frost & Sullivan.

128
Global Mill Liner Market Size by Industry

Gold is currently the largest consumer of mills. The demand in copper mines will eventually increase with
exhausting copper concentrates. In 2020, mill liner market in Gold was $ 728 mn, copper was $ 572 mn, Iron ore
was $ 208 mn and others (cement & aggregates) was $ 225 mn. Mill liner demand in gold mining is expected to
grow at a CAGR of 6.1% by 2030, while the demand for copper mines will grow at a CAGR of 6.4%. Mill liner
demand in the iron ore industry is expected to grow at a CAGR of 6.7% due to the growing demand for ore
beneficiation. The demand for mill liners in other segments, such as cement and aggregates, is expected to grow
at a CAGR of 2% until 2030.

Historic, Future & Current Mill Liner Demand Forecast by Industry

 

 

Year/CAGR Gold Copper Tron Ore Others (Cement &
Growth _ - — _ Aggregates )
2020-2030 6.1% 6.4% 6.7% 2.0%

 

‘Note: All figures are rounded. The base year is 2020. Source: Frost & Sullivan

Mill liner applications in the gold and copper industry will be the top driver. The global demand for copper in
EVs and electronics will grow. Aluminum cannot replace copper in certain conductor applications, as copper has
better ductility, also copper is more durable than aluminum which could be easily molded, malleability, and
durability. Likewise, gold production is expected to grow, as Russia is planning to increase its mining operations.
and is poised to overtake China to become the largest producer of gold. The steady growth of low-grade iron ore
beneficiation, particularly in China and Brazil, will also drive up the demand for mill liners.

Low grade iron ore beneficiation has grown at a good pace in recent years; countries like China and Brazil are
prominent in the industry.

Exhibit 33: Global Mill Liner Market Share Breakdown by Industry, 2020 & 2030

 

2030

 

=Copper =Gold = SironOre —_—® Others (Cement & Aggregates)

 

 

Note: All figures are rounded. The base year is 2020. Source: Frost & Sullivan

129
Exhibit 34: Historic, Future & Current Mill Liner Demand Forecast by Region

 

 

 

 

 

 

 

 

 

 

 

 

 

4,000
Figures in $ Million
3,052

3,000

2,000 1888 1,733

1,000

2016 2020 2030
wAfrica mLATAM China mAPAC mEMER = North America

Actuals (2016 & 2020)

Region ‘Year/CAGR Growth (2020-2030)
_North America

EMER

APAC

LATAM
Africa

China

Global
Note: Alll figures are rounded. The base year is 2020. Source: Frost & Sullivan
Exhibit 35: Global Mill Liner Market Share Breakdown by Region, 2020 & 2030

2030

 

= North America m= EMER = APAC = China = LATAM m Africa

 

 

 

Note: All figures are rounded. The base year is 2020. Source: Frost & Sullivan

LATAM will continue to dominate the mill liner market, as it will remain the largest producer of both gold and
copper. EMER demand share is expected to grow as Russia becomes the largest producer of gold. China’s share
will remain unchanged, as it is will see higher beneficiation of low-grade iron ore over the next few years. Demand
from North America is expected to decline marginally, as gold production is likely to reduce. Australia’s
production of both copper and gold will raise the demand for mill liners in APAC.

REVIEW AND OUTLOOK OF THE GLOBAL HYDROCYCLONE INDUSTRY
Overview

A hydrocyclone has no moving part but generates centrifugal force using fluid pressure and a flux pattern that can
separate particulate matter and droplets from a fluid medium. To achieve separation, such particles or droplets

130
must have an appropriate density, relative to the medium. The flow is cyclonic inside the hydrocyclone. These
machines are primarily used for desliming and dewatering of minerals and construction materials.

Exhibit 36: Hydrocyclone

Source: Tega Industries
Gold, copper, iron ore, coal and construction industry are the leading end users of hydrocyclones.

Exhibit 37: Hydrocyclone Industry Value Chain

 

Hydrocyclone Sete) oli Ore Beneficiation

Standalone spare | Replacement

 

 

 

 

 

 

i ex (Spare]
Original Equipment pamespeles aS Copper
Manufacturer Hiydrocyclone new/replacement Gold ; core
(OEM) Iron Ore (slime beneficiation)

 

 

 

 

 

 

 

 

Source: Frost & Sullivan
Global Hydrocyclone Market Size

Gold, copper, and iron ore segments account for 60% of the demand for hydrocyclones. Coal and construction are
the other key segments.

The global hydrocyclone market was estimated to be $671 million in 2020. Weir, FL Smidth, Metso,
Schlumberger and Technip are the top 5 suppliers, accounting for 43.1% of the market share.

Owing to copper and iron ore mining activities, LATAM countries account for 35% of the global demand for
hydrocyclones.

131
Exhibit 38: Historic, Future & Current Hydrocyclone Demand Forecast

1400 ures in $ Million
= 1202
1200

1009 a te
952
1000 _ 43% > 347 898
718 m1 754 799

800 632 659 683 671

600

a

2

o

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

  

88

Actuals (2016-2020); Note: All figures are rounded. The base year is 2020. Source: Frost & Sullivan

The global hydrocyclone market is expected to grow at a CAGR (2020-2030) of 6.0% to reach $1.2 billion by
2030.

Demand for hydrocyclones will resume gradually with the rebound in automotive, construction, and consumer
durables segments.

Exhibit 39: Global Competition Overview: 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

No. “Hydrocyclone Manufacturer Market Share (%) 2020 Revenue
($M)
iL. Weir Group 12.20% 82
2 FL Smith 9.70% 65
3 Metso Corp. 6.70% 5
4 Schlumberger 6.00% 40
w Technip FMC 5.40% 36
6 KSB 3.40% 23
7 Siemens 3.30% 22
8 Exterran 1.60% aL
9 Multotec 1.6% 11
10 Weihai Haiwang 1.3% §
11 ROW: Others 50.06% 327
Total 100% 671

 

Note: Alll figures are rounded. The base year is 2020. Source: Frost & Sullivan
Global Hydrocyclone Market Size by Type

The demand for solid-liquid hydrocyclone is dominant as it is used in metals and construction. Copper and gold
are among the key demand contributors to this segment. Liquid-liquid hydrocyclone are used (in the crude oil
industry) to separate oil from water by the cyclonic effect. Demand for dense media cyclone is primarily driven
by the coal industry.

132
Exhibit 40: Historic, Future & Current Hydrocyclone Demand Forecast
1500
Figures in $ Million

1,202

1,134
009 ¥°8°
1000 4.3% aay 88 =
__——. 799
718 a“ 7
632 659 683 671
0

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

 
 

Dense Media Cyclones Mi Liquid-Liquid Hydro Cyclones _—™ Solid Liquid Hydro Cyclones
Actuals (2016-2020)

 

‘Year/CAGR Growth Solid Liquid Liquid-Liquid Hydrocyclone Dense Media Cyclone
= Hydrocyclone -

2020-2030 6.4% 5.7% 5.4%
Note: All figures are rounded. The base year is 2020. Source: Frost & Sullivan.

Global Hydrocyclone Market Size by Industry Sector

Hydrocyclones are primarily used in mineral slurry separation. As copper and gold ore concentration depletes,
miners will have to excavate more for optimal yield.

The demand for hydrocyclones in the copper industry is expected to grow at a CAGR of 7.6%. Similarly, the
demand for hydrocyclone in the gold industry will grow ata CAGR of 7.0%due to the higher number of excavation
and exploration projects already underway across the world. Beneficiation of iron ore is gaining popularity; China
and Brazil are the top countries where demand is expected to grow at a CAGR of 5.3%. The focus on clean and
sustainable fuel could dampen the demand for hydrocyclones in the oil and coal industries.

Exhibit 41: Historic, Future & Current Hydrocyclone Demand Forecast by Industry

1500
Figures in $ Million

 
     
 

  
    

1,202

  

1,134
1000
65

AvTETTLTT HH

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

3% a
a sa

 

 

™ Copper NGold Biron Ore Others
Actuals (2016-2020)
Year/CAGR Gold Copper Tron Ore Others
Growth (Coal, Crude,
Construction and so on) _
2020-2030 7.6% 7.0% 5.3% 4.6%

 

‘Note: All figures are rounded. The base year is 2020. Source: Frost & Sullivan

133
Exhibit 42: Global Hydrocyclone Market Share Breakdown by Industry, 2020 & 2030

 

2030

 

= Copper Gold mlronOre _m™ Others (Coal, Crude & Construction etc)

 

Note: All figures are rounded. The base year is 2020. Source: Frost & Sullivan.

Exhibit 43: Historic, Future & Current Hydrocyclone Demand Forecast by Region

1,500
Figures in $ Million
1,202
1,000 nd 108
632 671
500 76 Ey
2016 2020 2030
mChina mAPAC wAfrica mEMER mLATAM lm North America
Actuals (2016 & 2020)

 
        

 

 

 

 

 

 

America 5.3%
EMER 6.9%
APAC 3.0%
LATAM 6.6%
Africa 7.0%
China 6.0%
Global 6.0 %

 

‘Note: All figures are rounded. The base year is 2020. Source: Frost & Sullivan

134
Exhibit 44: Global Hydrocyclone Market Share Breakdown by Region, 2020 & 2030

 

ple

  

a vase
t

= North America = LATAM = EMER = Africa mAPAC = China

 

 

 

Source: Frost & Sullivan

REVIEW AND OUTLOOK OF THE GLOBAL TROMMEL AND SCREEN MEDIA INDUSTRY

Overview

A trommel screen or a rotary screen is a mechanical screening machine that separates materials and finds
application in mining, fertilizer, compost, aggregates, and so on. A trommel consists of a cylindrical machine
fitted with curved screens, which screen and sort crushed ore by particle size. Trommel screen is divided into
several sections, based on the requirement, and the mesh holes for each section are different.

Exhibit 45: Trommel Screen

 

Source: Perrymining

The global trommel screen market was estimated to be $0.94 billion in 2020. Multotec, Sandvik, FL Smidth, and
Metso are the top companies, and they command about 85% of the global market share. Demand is primarily
driven by copper and iron mines in Latin American countries which account for 35% of the global trommel screen
revenue. China accounts for 10% of the global demand for trommel screens.

135
Exhibit 46: Trommel Screen Industry Value Chain

 

 
    

 

 

 

Standalone Screen Seen Media as replacement
_. . manufacturer
Original Equipment
Manufacturer ‘Screen Media (new/replacement)
(OEM)
Cement & Aggregates

 

 

 

 

 

 

Source: Frost & Sullivan
Global Trommel Screen industry

Iron mines accounted for 44% of the total demand/revenue for trommel screens due to the sheer volume of iron
ore processing in 2020. Copper and gold are the top end-user industries, accounting for about 27% of the total
trommel screen market in 2020. The global trommel screen market was estimated at $942 million in 2020. The
trommel screen industry is highly fragmented, as there are many regional fabricators that cater to local demand.
FL Smidth, Metso, Sandvik are the some of the top companies; they command about 50% global market share.

Exhibit 47: Historic, Future & Current Trommel Demand Forecast

   
  

2.00 _‘Figuresin $ Billion a>
1.53
139 1-46
1.50 5.2% 120 126 133
1.04 109 115
0.90 0.94 9.99 *
1.00 977 0.81 0.85 %-
. | | [ | | | |
0.00
2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

Actuals (2016-2020). Note: All figures are rounded. The base year is 2020. Source: Frost & Sullivan

Exhibit 48: Global Competition Overview, 2020

 

S.No Mill Liner Manufacturer Manufacturing Locations

Country

Market RevenueMarketRevenueMarketRevenue
Share (Mn$) Share (Mn$) Share (Mn $)
2020 2020 «201920192018 +=. 2018

1. Metso-Outotec*

(Metso Outotec was formed by
merger of Metso Minerals and
Outotec on June 30, 2020.
Revenue of Metso Outotec is
captured for 2020 and
comparable revenue of Metso
and Outotec in 2019 as per their
financial report. Financial of
Metso and Outotec prior to
2019 are non relevant here)

Me Elecmetal

Bradken

PT Growth

Finland, India, Argentina,
Australia, US, Peru, Brazil,
Chile, Estonia, Belarus,
Indonesia, Kazakhstan,
Paraguay, Norway, Russia,
South Africa, Sweden, UK
and Uzbekistan

Chile, US, China, and Zambia
Australia, China, Canada &
Malaysia
Indonesia, China, Australia,
Ghana, South Africa, Chile,
Peru and Mexico

17%

13%
9%

5%

300

230
163

83,

16%

15%
10%

4%

293

265
180

79

15%

15%
10%

4%

281
188

78

 

136
 

S.No Mill Liner Manufacturer Manufacturing Locations | Market RevenueMarketRevenueMarketRevenue

 

 

Country Share (Mn$) Share (Mn$) Share (Mn$)
ee _ 2020 2020 2019 +2019 «2018 +2018
5. Tega Industries India, Chile, South Africa and 5% 80 4% 68 3% 55
Australia
6. FLSmidth China, India and Poland 3% 54 2% 50 1% 49
7. Uralcem Russia 2% 31 3% 28 3% 27
8. Weir Group Poland, US, Mexico, 2% 30 2% 28 2%
Colombia, India, China, 5
South Africa, Brazil, Peru,
Chile
9. Rema Tip Top Germany & China 2% 30 1% 27 2% 28
10. Polycorp Mali, Mongolia & Russia 1% 25 1% 23 1% 24
11. Chinese Manufacturers China 23% 400 25% 457 28% 522
12. RoW: Others RoW: Chile, Peru, USA, and 18% 307 17% 305 16%
3 300
South Africa
Total 100% 1,733 1,803 1,866

 

‘Note: All figures are rounded. The base year is 2020. Source: Frost & Sullivan.

Based on the requirement of the mine operator, a trommel screen can be either static or mobile. Mobile trommel
has advantage of flexibility of movement where the operation does not require the Trommel to be fixed at one
place and the miner can use the same trommel screen at different locations. In large mines where the beneficiation
is done at the plants stationary Trommels are preferred. About 34% of the total Trommel market is Stationary
Trommels. Tracked Trommels constitute about 26% of the total market and 17% is Wheeled Trommels. Mobile
trommels offer flexibility, and a miner can use the same trommel screen at different locations. Conversely, larger
mines use stationary trommels to complete the ore beneficiation process in the plant. Stationary trommels account
for 34% of the market; tracked trommels, 26%; and wheeled trommels, 17%

Exhibit 49: Historic, Future & Current Trommel Demand Forecast

Figures in $ Milion ORAS

1,46;
1,392
2 1,263 1,326
1,09:
1,039
1,00 gi1 853 an a 2
770

, vite
ELLE

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

2,000

   
 

2 1,535
1,500

”
a" as

x

3
3

Wheeled Trommel Screens Mi Tracked Trommel Screens ™ Stationary Trommel Screens ™ Others

Actuals (2016-2020). Note: All figures are rounded. The base year is 2020. Source: Frost & Sullivan.

137
Exhibit 50: Historic, Future & Current Trommel Screen Demand Forecast by Industry

2000

     
 

Figures in $ Million

5.0% CAGR

    

1,535
1500
=< 3%

1,462
1,392
1,326
1,263
1,202
1,145
1,091
1,039
942 989

- i |
0 t

2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030

8

 

 

Bilron Ore Gold Copper Others
Actuals (2016-2020)
Growth (Cement & Aggregates )
2020-2030 71% 6.1% 5.2% 2.6%

 

Note: All figures are rounded. The base year is 2020 Source: Frost & Sullivan

Gold and copper will be the top end-user industries of screen trommel, as its application in the ore beneficiation
process will increase, particularly in Latin American, Africa, Australia, China, Russia and North America.

Exhibit 51: Global Trommel Market Share Breakdown by Industry, 2020 & 2030

 

~ >

= Gold = Iron Ore

 

 

 

Note: All figures are rounded. The base year is 2020. Source: Frost & Sullivan

The demand for screen tromme!l from iron ore (2400 million tons) applications is expected to grow 45% by 2030.
The demand from copper and gold (now 27%) will grow to 32% because of higher mining volumes and depleting
ore grades. Waste incineration is also another top screening applications.

Global Trommel Screen Demand by Region

Latin America (LATAM) is the largest producer of copper globally and simultaneously it contributes to 35%
demand of mill liners. Chile and Peru are the key contributors in region for copper and Brazil is the key producer

of iron ore and its beneficiation globally.

China is the largest consumer of mill liners as it is the largest producer of Gold and 3" largest producer of copper
globally; mill liner market is fairly dominated by domestic players.

138
Exhibit 52: Historic, Future & Current Trommel Screen Demand Forecast by Region

 

 

 

 

 

 

 

 

2,000
Figures in $ Million
1,535
942
1,000 770 a5
“
2016 2020 2030
@ Latin America china MAPAC Inc India BAfrica MEMER @ North America
Actuals (2016 & 2020)

Region ‘Year/CAGR Growth (2020-2030)
North America 4.3%
EMER 5.8%
APAC 2.0%
LATAM 5.6%
Africa 5.6%
China 5.0%
Global 5.0 %

 

Note: All figures are rounded. The base year is 2020. Source: Frost & Sullivan

Exhibit 53: Global Trommel Market Share Breakdown by Region, 2020 & 2030

> -
>

 

= North America # EMER m@ Africa ®APACIncindia = China ™ South America

 

 

Note: All figures are rounded. The base year is 2020. Source: Frost & Sullivan

South America will continue to dominate the trommel screen market, as it will remain the largest producer of both
gold and copper. EMER demand share is expected to grow, as Russia will become the largest producer of gold.
China’s share will remain unchanged, as it tries to increase the beneficiation of low-grade iron ore over the next
few years. Demand from North America is expected decline marginally, as gold production is expected to reduce.
Australia is expected to increase the production of both copper and gold, which would raise the demand for
trommel screen in APAC.

139
Exhibit 54: Operational Parameters (Industry Catered to, Sales & Distribution Reach, Development Plans
in the Next Few Years)

 

‘Company Industry Catered Sales & Distribution Development Plans & Key Product
Reach Offerings
Metso- Mining, Aggregates, Metal Finland, India, Mill Liners: Skega Poly-Met ™ is a hybrid
Outotec refining and Recycling Argentina, Australia, mill liner which is a combination of rubber and
US, Peru, Brazil, steel. Megaliner™ is primarily developed for
Chile, Estonia, large AG, SAG, and ball mills to reduce

Belarus, Indonesia, downtime. Orebed™ is a designed for magnetic
Kazakhstan, Paraguay, type ores. The company also supplies rubber

Norway, Russia, and metal mill liners.
South Africa, Sweden, Hydrocyclone: MHC™ is trademarked, and
UK and Uzbekistan the company has filed for patent, The inlet

head, which allows smoother flow of material
into the hydrocyclone, was designed in house
by CFD-DEM software.

Trommel: The company manufactures
trommel primarily for aggregates and the
mining industries. Portable and ultrafine
trommels are primarily designed for the mining

industry.
FL Smith Mining & Aggregates China, India, and Mill Liners: The company promotes
Poland PulpMax™, a lightweight composite mill liner

for better life and also manufactures metal and
rubber liners.

Hydrocyclone: The company has introduced
SmartCyclone™ to monitor and control the
grinding process, to reduce cyclone-related
process upsets, and to improve cyclone
overflow particle size distribution.

Trommel: The frames are designed and
manufactured in house by finite element
analysis (FEA), which calculates static and
fatigue/strength assessment.

Weir Mining & Aggregates Poland, US, Mexico, Mill Liner: Weir promotes hybrid, rubber and
Colombia, India, composite mill liners for better wear resistance
China, South Africa, under the brand Vulco® and also supplies
Brazil, Peru, Chile metal mill liners.

Weir's Hydrocyclone is registered as Cavex®;
the company has also registered a laminar
spiral inlet design which offers natural flow
path in the hydrocyclone.

Weir’s Screen Media is registered under the
brand Linatex®; the screen media are used in
mineral _ processing, construction, and
aggregates industries.

 

Source: Frost & Sullivan, Industry sources

140
BUSINESS

Some of the information in the following discussion, including information with respect to our plans and
strategies, contain forward-looking statements that involve risks and uncertainties. You should read the section
“Forward-Looking Statements” on page 16 for a discussion of the risks and uncertainties related to those
statements. Our actual results may differ materially from those expressed in or implied by these forward-looking
statements. Also read “Risk Factors” and ‘“Management’s Discussion and Analysis of Financial Condition
and Results of Operations — Significant Factors Affecting our Results of Operations” on pages 23 and 320,
respectively, for a discussion of certain factors that may affect our business, financial condition or results of
operations.

Unless otherwise indicated or the context otherwise requires, the financial information for the three months period
ended June 30, 2021 and Fiscals 2021, 2020 and 2019, included herein is derived from the Restated Consolidated
Financial Information, included in this Prospectus. For further information, see “Financial Information” on
page 207.

Our Company's Fiscal commences on April 1 and ends on March 31 of the immediately subsequent calendar
year, and references to a particular Fiscal are to the 12 months ended March 31 of that particular year. Unless
otherwise indicated or the context otherwise requires, in this section, references to “the Company” or “our
Company” are to Tega Industries Limited on a standalone basis, and references to “‘the Group”, “we”, “us”,

“our”, are to Tega Industries Limited its subsidiaries and the joint venture on a consolidated basis.

 
    

Unless otherwise indicated, industry and market data used in this section have been derived from the report
“Global Market Assessment — Select Mineral Processing Equipment” dated October 12, 2021 (the “F&S
Report”) prepared and released by F&S and commissioned and paid for by our Company in connection with the
Offer. Unless otherwise indicated, all financial, operational, industry and other related information derived from
the F&S Report and included herein with respect to any particular year refers to such information for the relevant
calendar year. Also see, “Certain Conventions, Use of Financial Information and Market Data and Currency
of Presentation — Industry and Market Data” on page 13.

In this section, the following terms shall have the meanings set out herein:

“beneficiation” refers to the process of improvement of the economic value of ore by removing waste and
byproducts to achieve a higher grade ore concentrate.

“tribology” refers to the science and engineering of interacting surfaces in relative motion.
Overview

We are a leading manufacturer and distributor of specialized ‘critical to operate’ and recurring consumable
products for the global mineral beneficiation, mining and bulk solids handling industry, on the basis of sales as of
June 30, 2021 (Source: F&S Report). Globally, we are the second largest producers of polymer-based mill liners,
on the basis of revenues as of June 30, 2021 (Source: F&S Report).

We offer comprehensive solutions to marquee global clients in the mineral beneficiation, mining and bulk solids
handling industry, through our wide product portfolio of specialized abrasion and wear-resistant rubber,
polyurethane, steel and ceramic based lining components, used by our customers across different stages of mining
and mineral processing, screening, grinding and material handling, including after-market spends on wear, spare
parts, grinding media and power, which are regular operating expenses for our customers. Our engineering
capability, which has evolved over decades, has enabled us to consistently offer our quality, complex
manufactured products within stipulated timelines, allowing us to reduce downtime and maximize operational
efficiency for our customers, and forge robust relationships with our customers leading to high recurring revenues.

‘We commenced operations in 1978 in India, with a foreign collobaration with Skega AB, Sweden. Madan Mohan
Mohanka acquired the entire equity stake of Skega AB in our Company in 2001. Our individual Promoters are
Madan Mohan Mohanka, Manju Mohanka, Manish Mohanka and Mehul Mohanka. Our MD and CEO, Mehul
Mohanka, has been involved in the Company’s business for the last 18 years, and has led our business as our
Managing Director and Group CEO for the last 5 years. In 2011, we received funding from Wagner Ltd., an entity
affiliated with TA Associates, a global private equity firm.

Our product portfolio comprises more than 55 mineral processing and material handling products. As an average
of the last three Fiscals i.e., 2021, 2020 and 2019, sale of products constitutes 95.08% of our revenue from

141
operations, while our sale of services and other operating revenue constitutes 2.15% and 2.77%, respectively of
our revenue from operations. For the three months period ended June 30, 2021, the sale of products constitutes
94.56% of our revenue from operations, while the sale of services and other operating revenue constitutes 3.33%
and 2.11%, respectively of our revenue from operations.

Our mineral processing and material handling products offering covers a wide range of solutions in the mining
equipment, aggregates equipment and the mineral consumables industry.

Our products offering include consumables required in the mines and mineral processing industry. In the sequence
of their usage in the mineral processing value chain, after blasting to floatation, our products include chutes and
its liners, grinding mill liners, ttommels and screens, hydrocyclones, pumps and flotation parts and conveyor
products. Our product range is engineered with a combination of mineral processing engineering, mechanical
engineering and material sciences, while utilising our expertise in tribology.

Below is a diagrammatic representation our product range used in the mineral processing and material handling
industry value chain:

Comminution circuit

   
 
 
 

 

«| Hydrocyclone!

 
 

Pebble
Crusher

  

fons where Teea pragucts are used

 

Illustration supe fromoneof thersnesites atwhichour raducts are supplied

Revenue from operation from outside India constituted 84.48%, 86.42%, 85.92% and 85.83% of our revenue from
operations in the three months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019, respectively. For
details of the revenue and profit/(loss) contribution of our Subsidiaries in the last three Fiscals, see ‘Risk Factors-
Our global manufacturing facilities, sales and operations expose us to the risks of doing business in foreign
countries, which may adversely affect our business, financial condition and results of operations’ and ‘Restated
Consolidated Financial Information- Annexure V - Notes to the Restated Consolidated Financial Information-
Note 50° on pages 23 and 300. Further, for details of our production capacity and actual production in the last
three Fiscals , see ‘-Manufacturing Facilities’ on page 157. For the last three Fiscals, we have presence in 513,
498 and 479 installation sites, respectively, in over 70 countries. Further, for the three months period ended June
30, 2021, we have presence in 212 installation sites. Revenue from operation from outside India include North
America, South America, EMER (Europe, Middle East and Russia), Africa, and Asia Pacific (South East Asia
and Australia) which constituted 17.66%, 19.23%, 14.18%, 21.18% and 12.23% of our revenue from operations
for the three months period ended June 30, 2021 and 13.74%, 24.71%, 15.49%, 22.62% and 9.85% of our revenue
from operations in Fiscal 2021. We are further expanding our operations in major markets including North
America, South America, Australia (part of Asia Pacific) and South Africa. Our focus end-customers are mineral
processing sites involved in gold and copper ore beneficiation, accounting for 34.92% and 27.25% respectively
of our sale of products as an average of the last three Fiscals and 45.48% and 20.76% respectively of our sale of
products for the three months period ended June 30, 2021.

We have six manufacturing sites, including three in India, at Dahej in Gujarat and at Samali and Kalyani in West
Bengal, and three sites in major mining hubs of Chile, South Africa and Australia, with a total built-up area of

142
 

74,255 Sq. mts. Our facilities in India caters to the domestic and overseas markets across mineral processing and
materials handling industries, while our facilities in Chile, South Africa and Australia caters to their respective
local and regional mineral processing and materials handling industries. Additionally, our joint venture in India
with U.K. branch of Hosch Group, Germany is engaged in precision conveyer belt cleaning and caters to various
industries in India. We also have 18 global and 14 domestic sales offices located close to our key customers and
mining sites.

With on-ground presence in all major mining locations, we are well positioned to cater to our customers across
the world which comprise large global mining companies as well as small and medium size companies in the
mining and mineral beneficiation industry in developed countries as well as in emerging regions.

In order to expand our operations globally, we acquired Tega Industries Africa (Pty) Ltd. (formerly, Beruc
Equipment (Proprietary) Limited) (“Tega Africa”) in FY 2007 which is a South Africa based manufacturer and
distributor of grinding mill liners and screen media, amongst others and this gave us access to manufacturing
capabilities and customers in Africa’s mining and industrial markets. Our facilities in South Africa also give us
access to the member countries of the Southern African Development Community (SADC). We continued our
expansion and acquired Chile based Tega Industries Chile SpA (formerly Acotec SA) (“Tega Chile”) in FY 2011
which is involved in the manufacture of pumps, screen media and wear products. Our facilities in Chile give us
access to the South American markets including Chile, Peru and Bolivia (According to the F&S Report, Latin
American countries contribute 40% of the global copper production and 8% of the global gold production output).
In the same year, we also acquired Perth based Losugen Pty. Ltd. (“Losugen”) which specialized in the design,
distribution, installation, wear monitoring of wear liners, rubber lining, screens for mining handling industries.
We increased our market share in Australia by acquiring our competitor at the time, which gave us access to a
ready platform to launch our conveyor accessories and screens in that market.

Our total income was 21,793.86 million, 78,566.84 million, 76,955.42 million and 26,430.13 million for the three
months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019, respectively. Our restated total profit for
the period/year was 7118.82 million, =1,364.05 million, 2655.04 million and 2326.70 million for the three months
period ended June 30, 2021 and Fiscals 2021, 2020 and 2019 respectively. Our net cash generated from operating
activities was 7492.35 million, 21,702.46 million, 21,283.75 million and 7686.69 million for the three months
period ended June 30, 2021 and in Fiscals 2021, 2020 and 2019 respectively. Our EBITDA was 2296.79 million,
22,386.42 million, 21,172.28 million and 21,060.03 million for the three months period ended June 30, 2021 and
the Fiscals 2021, 2020 and 2019, having increased at a CAGR of 50.04 %, from Fiscal 2019 to Fiscal 2021. Our
EBITDA Margin (EBITDA as a percentage of our total income) was 16.54%, 27.86%, 16.85% and 16.49%,
respectively, in the same periods, having increased at a CAGR of 29.99%, from Fiscal 2019 to Fiscal 2021.

For Fiscals 2021, 2020 and 2019, our Return on Capital Employed (“ROCE”) was 24.76%, 11.17% and 11.12%.
Our net worth was 26,311.52 million %6,137.22 million, 74,624.89 million and 24,011.05 million as on June 30,
2021, March 31, 2021, March 31, 2020 and March 31, 2019, respectively, while our Return on Equity (“ROE”)
was 22.23%, 14.16% and 8.14% for the Fiscals 2021, 2020 and 2019, respectively.

Strengths

A leading producer of specialized and “critical to operate” products, with high barriers to replacement or
substitution.

Globally, we are the second largest producers of polymer-based mill liners in terms of revenues as of June 30,
2021, in a near oligopolistic market structure. (Source: F&S Report) We are present across the value chain of a
mineral processing site, providing a wide range of products and solutions for processing across different stages of
mineral processing.

Our products are critical to the overall productivity of a mineral processing site. They are a relatively low cost
component in a unit’s operations, however, they play a critical role in determining a unit’s productivity, in terms
of throughput, lower grinding media consumption, lower energy consumption and lower downtime, leading to
lower operating costs for our customers. Downtime can be expensive for our customers at the mining sites, which
leads to substantial losses to them.

In our experience, mineral processing sites do not tend to switch to a substitute supplier, even if the product offered
by a new entrant or established substitute supplier is comparatively cheaper. This is due to the high cost of initial
planning involved, the lead time required for approval, degree of certainty of the products of an established
supplier, the high cost of downtime or shutdown of a site and relatively lower percentage cost of our components

143
in the total operating costs of a mineral processing site. Since mineral processing sites ordinarily refrain from
switching and remain with an existing approved supplier, we have the flexibility to maintain high margins
throughout the period of our association with a mineral processing site. It takes from nine months to one year to
become an approved supplier at every customer site and once approved, these approvals do not have an expiry
period.

Additionally, globally the industry in which we operate has limited number of established competitors. Following
are some of our established competitors for certain of our products.

 

Products Competitors

Mill liners Metso-Outotec, Mc Elecmetal, Bradken, FL Smidth and Weir
Hydrocyclones Weir, FL Smidth, Metso-Outotec, Schlumberger and Technip
Trommels and Screens Multotec, Sandvik, FL Smidth and Metso-Outotec

Mineral processing equipment Metso-Outotec, FL Smidth, Weir and Trelleborg AB

 

Insulated from mining capex cycles, as our products cater to after-market spends, providing recurring
revenues.

Our products cater to the after-market spend of a mining processing unit. After-market spend is typically three
times of the upfront capex spend over the lifecycle of a mill, and is a recurring cost for miners. After-market spend
for a mining processing unit comprises regular operating expenses which include costs of wear and separation
parts, grinding media, power consumption, liners and other regular operating expenses. As a result, 76.28%,
74.29%, 75.43% and 79.72% of our sale of products and services in three months period ended June 30, 2021 and
last three Fiscals 2021, 2020 and 2019 resulted from repeat orders of spares.

Our focus end-customers are mineral processing sites involved in gold and copper ore beneficiation accounting
for 34.92% and 27.25% respectively, of our revenue from sale of products. as an average of the last three Fiscals
and 45.48% and 20.76% respectively of our sale of products for the three months period ended June 30, 2021.
Gold and copper mill sites require superior quality of consumables and have higher beneficiation requirements.
Across copper mines, ore grades have declined by around less than 1% per ton over the last few years. Similarly,
ore grades have also depleted in the gold mines over the last few years, which has led to disproportionate industry
growth of around 5-7% for mining and mineral processing equipment at each customer site. Also, decreasing ore
grades has led to a greater demand for larger-sized equipment, leading to an overall growth of 17% of the mill
lining industry in Fiscal 2021 (Source: F&S Report).

Despite some volatility in capital expenditure cycles for gold and copper mining sites, our business was not
impacted, as a majority of our products were linked to the operating expenditure budget of a mining site and not
capital expenditure.

High value add and technology intensive products, backed by strong R&D and focus on quality control.

Our in-house R&D and manufacturing capabilities, including design, process engineering and manufacturing
facilities, allow us to turn around customized designs in a short time frame, offer comprehensive solutions and
better service standards to our customers and cross sell multiple products to our customers. We design and
customize our products uniquely for each customer site, taking into account multiple characteristics of the
application including type of ore, ore size, tonnage, breakage rate, power or rotational speed, pH, temperature,
humidity, size, distribution and trajectory, sound levels, health and safety standards. Our continuous design
innovation makes our products highly engineered “built-to-suit” rather than “off-the-shelf”, with our products
being unique for each customer site taking into account multiple characteristics of its application. We believe that
this has contributed to attractive and sustainable margins, product innovation and optimum product design leading
to our significant customer retention over the years.

We do not rely on outsourcing, which reduces our dependence on vendors, minimizes failure rates and facilitates
our quality assurance. We believe our high-quality production and ability to match diverse customer specifications
is due to our well-crafted manufacturing process. Our products which are sold to several major mining and mineral
processing companies, which typically go through multiple stages of stringent selection and approval procedures,
and have also been certified by various customers on quality assurance of our products. We undertake multiple
stringent quality checks and have been awarded Integrated Management System (IMS) certification by SGS
United Kingdom Limited, which are: Quality Management System (QMS) — ISO 9001:2015 (India, South Africa),
Environment Management System (EMS) — ISO 14001:2015 (India) and Occupational Health & Safety
Management System (OHSMS) ~ ISO 45001:2018 (India).

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We have a track record of developing and commercializing a diverse and innovative product portfolio of 55
mineral processing and material handling products over the years, including DynaPrime launched by us in 2018.
This product is targeted towards large mineral processing units which historically or conventionally had relied on
traditionally used steel liners. DynaPrime has unlocked a new addressable market for us. As of March 31, 2021,
our order book for DynaPrime includes 23 target sites. As of June 30, 2021, our order book for DynaPrime
includes 28 target sites.

Our other recently launched precision technology value-added products include Rapido, also launched in 2018,
which is an efficient screening machines used for separation of particles according to size, mosaic liners for chutes
launched in 2016 and trommels launched in 2015. We believe our robust new product pipeline unlocks new market
segments and offers significant growth potential.

Our strong in-house R&D has allowed us to register 8 global patents and several trademarks. With much of our
capital expenditure having been incurred in prior years and our extensive sales and distribution network already
set up, we are well positioned for future growth based on acceptance of our pipeline of new products across
geographies.

Long standing market player with marquee global customer base and strong global manufacturing and sales
capabilities.

We commenced operations with a foreign collobaration with Skega AB, Sweden in 1978. Over time, we have
diversified our capabilities by expanding our product portfolio and augmenting our technical capabilities. Starting
from one manufacturing facility in 1978, we have now grown to operate six manufacturing facilities across the
globe.

We have a track-record of servicing leading global mining companies for a long period of time and in several
cases, our relationships with key customers span more than 10 years, leading to high repeat revenues for us.
Moreover, our deep relationships with some of the world’s largest senior miners and a robust order book of
33,161.36 million as of June 30, 2021 allow us significant visibility to plan for future growth.

We have Indian manufacturing operations at Dahej in Gujarat and at Samali and Kalyani in West Bengal, and our
international manufacturing operations is in proximity to the world’s major copper and gold mining locations in
Chile, South Africa and Australia, with a total built-up area of 74255 Sq. mts. Our extensive footprint across key
mining belts worldwide has allowed us to enjoy economies of scale and logistical advantages and develop
significant insight into our customers’ needs and market trends. Our sales and distribution network is also in-
house, with 18 overseas and 14 domestic sales offices strategically located in all the key geographies close to key
customers, supported by 155 member dedicated sales and servicing team with ability to assist pre sales and after
sales services and in select geographies by commission agents from time to time.

In Fiscals 2021, 2020 and 2019, our India and overseas customer base included 513, 498 and 479 installation sites,
respectively. Further, in the three months period ended June 30, 2021, our India and overseas customer base
included 212 installation sites. The details of our customer base for the respective periods are set out below.

 

Three months
period ended
Customer Base June 30, 2021 FY 2021 FY 2020 FY 2019
Domestic 98 255 239 215
Overseas 114 258 259 264
Total 212 513 498 479

 

We have an extensive global footprint across major global mining locations and supply our products across over
70 countries. Revenue from operations outside India constituted 84.48%, 86.42%, 85.92% and 85.83% of our total
revenue from operations in the three months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019,
respectively. Our key overseas markets include North America, South America, Africa, EMER (Europe, Middle
East and Russia) and Asia Pacific (South East Asia and Australia). The details of our revenue

Our in-house sales and distribution network in all the key geographies helps us with consistently adding new sites,
leading to diversification of revenue stream across multiple sites and low concentration. As an average of the last
three Fiscals, our top 10 customers accounted for only 29.19% of our revenue from operations in that period,
while our top 20 and top 50 customers accounted for 42.11% and 65.30% of our revenue from sale of products

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and services in that period, respectively and 34.19%, 52.75% and 78.08%, respectively for the three months period
ended June 30, 2021.

The recurring nature of our business is supported by our expertise and sales reach. We offer to our customers our
expertise in R&D, planning and operations and maintain constant dialogue, which results in better demand
forecasting, provides insight into new business expansion and helps us plan for future growth with our customers.

We market our products primarily through the “plant audit” route (a specialized consultancy service that we offer
to our customers across our product range). We believe in sourcing our customers directly, and maintaining on-
going relationships and contact with them. Our direct sales model with dedicated regional teams also allows us to
develop a deep understanding of our customers and leverage knowledge sharing between our sales and R&D
teams for product development and provide personalized services resulting in a satisfied customer base, increased
customer connect and loyalty.

The industry in which we operate is concentrated and characterized by strong presence of multinational customers,
which have operations globally. However, decision making with respect to local operations for most of our
customer sites is decentralised, which benefits us since we have established relationship with the operational teams
through our dedicated regional teams. Our customer-centric approach has been one of the key reasons for our
growth and profitability, and helps us differentiate ourselves from our competitors in the industry.

Consistent growth, characterized by operational efficiency and high repeat business.

Our business operated with 60.42%, 59.80%, 60.02% and 59.39% material margins (calculated as revenue from
operations less cost of material consumed and change in inventories of finised goods and work-in-progress divided
by revenue from operations x 100) and 16.54%, 27.86%, 16.85% and 16.49% EBITDA margins in the three
months period ended June 30, 2021, Fiscals 2021, 2020 and 2019, respectively. Our strong market position and
entry barriers helps us maintain high margins over time. Our business is capital efficient, with sale of products
being 4.57 times of the property, plant and equipment (sale of products divided by net carrying value of property
plant and equipment) for the Fiscal 2021 and ROCE of 24.76% for Fiscal 2021. Further, we have successfully
maintained this operational efficiency while completing and integrating acquisitions, joint ventures and strategic
alliances, including our acquisitions in Chile, South Africa and Australia.

Our repeat business from existing mineral processing sites accounted for 76.28%, 74.29%, 75.43% and 79.72%
of our revenue from operations in the three months period ended June 30, 2021, Fiscals 2021, 2020 and 2019,
each year and we are able to consistently add new customers and sites, on account of our value added offering
focused on reduction of cost per tonne of processing and reduction of the downtime cost. Conversion revenue (i.e.
revenue from new sites added in a year) accounted for 19.26%, 25.13%, 22.35% and 18.09% of our revenue from
operations in the three months period ended June 30, 2021, Fiscals 2021, 2020 and 2019. Our net cash generated
from operating activities was 492.35 million, 71,702.46 million, %1,283.75 million and 7686.69 million in the
three months period ended June 30, 2021, Fiscals 2021, 2020 and 2019 respectively.

With the launch of Dyna Prime, a composite liner of rubber and steel, we have expanded our addressable market
to include larger sized equipment, offering greater productivity gains and cost savings to existing users of steel
liners. As a result, our revenue from operation year on year increased by 15.52%, 8.06% and 17.62% in Fiscals
2019, 2020 and 2021 at a CAGR 12.74%, from Fiscal 2019 to Fiscal 2021. As of June 30, 2021, we have an order
book of 23,161.36 million.

Experienced management team supported by large, diverse and skilled work force.

Our Promoter, Founder and Chairman, Madan Mohan Mohanka, is a civil engineer and first-generation
entrepreneur with over 44 years of industry experience, and strong relationships with several key industry
organizations. Our Promoter and Managing Director, Mehul Mohanka, who has been with our Company for over
18 years and is responsible for our overall corporate strategy, has a track record of successfully integrating multiple
acquisitions across geographies, including Chile, South Africa and Australia. Mehul Mohanka is also serving or
has served as chairpersons of key industry organizations, which strengthen our connect with our current and
prospective customers.

We have an experienced Board, with an optimal mix of whole-time directors, independent directors and a nominee

director of Wagner Ltd, each with several years of relevant experience. Our Board is supported by strong
management and technical teams, which include individuals with specialized training and/or substantial

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experience, including in operations, business development, quality assurance, customer relationships, finance and
human resource management.

We have a team of experienced employees located in various parts of the world. Each of the global business units
at Chile, South Africa and Australia are led by business heads in respective geographies, which provides a focused
approach to each respective region. Our global workforce comprised of 1,698 employees (905 permanent and 793
contractual), 1,704 employees (906 permanent and 798 contractual), 1,693 employees (885 permanent and 808
contractual) and 1,619 employees (885 permanent and 734 contractual) as of June 30, 2021, March 31, 2021,
March 31, 2020 and March 31, 2019, respectively. Out of our total white collar employees, we have over 151
engineers and other technical employees, with qualifications ranging between industrial training, undergraduate,
graduate, post graduate and diploma levels. As on June 30, 2021, 22.44% of our workforce is overseas, divided
into 18 dedicated regional teams. The diversity of our workforce allows us to optimally manage our overseas
operations.

We also have a strong focus on training and retention of our employees and have implemented several training
programs to improve employee engagement and productivity, including special training programs for shop floor
level employees to prepare them for taking up large roles within our Company.

Strategies
Gain market share and customer wallet share across high growth markets.

We are currently the second largest producer of polymer-based mill liners in the world, on the basis of revenues
for calendar year 2020. (Source: F&S Report ) Across copper mines, ore grades have declined by around less than
1% per ton over the last few years. Similarly, ore grades have also depleted in the gold mines over the last few
years, which has led to disproportionate industry growth of around 5-7% for mining and mineral processing
equipment. Also, decreasing ore grades has led to a greater demand for larger-sized equipment, leading to an
overall growth of 17% of the mineral processing consumables industry in Fiscal 2021. We intend to leverage this
position to create opportunities in increasing our penetration and market share in North America, South America,
Australia and South Africa.

For the period April to June 2021, our Indian and overseas customer base included 212 installation sites. In Fiscals
2021, 2020 and 2019, our India and overseas customer base included 513, 498 and 479 installation sites,
respectively. We seek to capitalize on our track record of adding new customers and mining sites across
geographies. Our direct sales model with dedicated regional teams is designed to ensure better responsiveness and
customer retention. Our direct sales model ensures close interaction of our in-house sales and marketing team and
our service engineers with our customers, thereby ensuring engagement in product development and therefore
better serviceability.

Our client acquisition period has significantly reduced in new markets, especially in the U.S.A., Chile, Peru and
Mexico. We plan to leverage our insights from these market entries to continue our expansion into other markets.

We also intend to leverage our strong product development, design, engineering and manufacturing capabilities
along with our customer relationships to grow our share of customer wallets and improve our market penetration
by cross-selling within our existing customer base. For instance, we have a focus not only on upgrading existing
products, but also on developing product variants such as locking ceramic liner for medium impact and high wear
resistant duty conditions and thin flexible ceramic liner application where the surface to be lined has a curved
shape.

We also aim to strengthen our relationships with our existing customers by continuing our focus on high quality
products and solutions which have recurring demand, leading to high repeat revenues. Furthermore, the scale of
our operations across the mining and emerging industrial markets and materials handling industries allows us to
offer a competitive cost structure and we intend to continue to leverage this advantage across the markets we
serve.

Leverage in-house R&D capabilities to grow our product offerings and capitalize on future trends.

We plan to continue expanding our R&D capabilities in order to capture future growth trends. Our in-house R&D
team comprising 36 personnel focuses on upgrading our existing products, developing product variants such as
locking ceramic liner and thin flexible ceramic liner; development of new products such as Combi liner and wear
resistant liners; and developing cutting edge new technologies, using our customised softwares for structural
analysis, flow analysis, 3D modelling and product selection.

147
Further, we seek to continue to focus on our ability to customize our product offerings according to the specific
requirements of our customers through innovation and focusing on sustainable solutions. We continuously seek
to improve on our products to make them more effective for our customers and their applications and processes.
We aim to innovate, manufacture and supply consumable products which will make the processes followed by
our customers more efficient, more sustainable as well as more cost efficient. We also seek to continue to promote
and strengthen our “plant audit” expertise, which is led by our R&D team.

We also continue to discern emerging trends and proactively identify new products with the use of our in-house
software programs, leveraging our recent experience in launching products such as DynaPrime, Rapido and
Combi-screen. Similar to our experience with DynaPrime, where a composite liner of rubber and steel, resulted
in 50% increase in life of the liner compared to a traditional steel liner, we are continuing to work on introducing
similar combination linings in single equipment to allow uninterrupted operations without downtime at our
customers’ sites.

Our integrated capabilities enable us to capitalize on the growing opportunities and emerging trends in our
industry, particularly in our wear products business, where our focus is on our flagship product, DynaPrime, which
has unlocked a new addressable market for us in the last three Fiscals. Going forward, with DynaPrime, we seek
to benefit from the key trend in the mill lining industry, which is moving towards the rubber-metal composite mill
liners as against traditionally used steel liners.

Expand our manufacturing capabilities to achieve better economies of scale.

We plan to continue expanding our manufacturing capabilities in order to capture future growth trends. In order
to enhance our existing capabilities, we plan to expand our manufacturing capacity and capabilities, both in India
and overseas. We are planning to expand our existing capacity at our Dahej and Samali facilities in India.

Further, as per the F&S Report, evaluating the growth trajectory in South America (which contribute 40% of the
global copper production and 8% of the global gold production output), and to extend our access to and penetration
with customers across Chile, Peru and Bolivia, we plan to set up a new manufacturing facility in Chile.

In addition, we plan to expand into life cycle management for our customers, with focus on capital equipment
having high requirement of bespoke critical spares and services offered by us to increase our customer’s
production efficiency and deliver sustained performance improvements. The life cycle management services
would include, for example, preventive maintenance and optimization, which would enable overall process
optimization for our customers.

Explore opportunities for inorganic growth.

We intend to continue to actively pursue acquisitive opportunities and strategic alliances with targets that are
complementary to our business. In particular, we will seek to make acquisitions that provide us with access to
new technologies, or new customers, or new geographies.

We have a track record of successfully completing and integrating acquisitions and benefiting from our
participation in joint ventures and strategic alliances, including our acquisitions in Chile, South Africa and
Australia. Our acquisition agreements and joint ventures with strategically identified partners have allowed us to
gain access to new customers and geographies and remain abreast with modern manufacturing techniques and
equipment. For example, our acquisitions in South Africa gave us access to manufacturing capabilities and
customers in Africa’s thriving mining and industrial market, while our acquisition in Chile gave us access to the
South American markets including Chile, Peru and Bolivia and our acquisition in Australia gave us access to a
ready platform to launch our conveyor accessories and screens in that market.

 

We seek to leverage our free cash flows to selectively evaluate complementary targets for strategic acquisitions,
and continue exploring synergies that may arise from strategic alliances, partnerships or initiatives.

Operational efficiencies and margin expansion

We intend to continue enhancing our operational efficiencies, to increase economies of scale, better absorb our
fixed costs, reduce our other operating costs and strengthen our competitive position.

We have, in the past and intend to in the future, continue using a variety of other manufacturing strategies and

cost reduction strategies to continue to improve our operational efficiencies. For example, to attain cost structure
sustainability over the years, we emphasize on economies of scale and a robust supply chain developed for

148
sourcing of raw materials. To meet the growing demand from our customers, we have invested in our
infrastructure, machines, equipment and technology to allow us to offer a diverse product suite, reduce operating
costs and drive productivity and scale of our business without incurring significant incremental costs in the future.
Our property, plant and equipment addition was %64.86 million, 2243.29 million, 2237.91 million and 2244.30
million in the three months period ended June 30, 2021, Fiscals 2021, 2020 and 2019, respectively.

In addition, we shall also focus on cycle time reduction by adopting advanced technologies that will also result in
process optimisation, thereby increasing our capacity to undertake more number of projects.

We avail of our fund-based and non-fund based facilities in the ordinary course of business from various banks
and financial institutions. As part of our strategy, we intend to prepay/ repay, in full or part, of certain of our
outstanding indebtedness. This will help reduce our outstanding indebtedness and debt servicing costs, assist us
in maintaining a favourable low leverage and healthy capitalization metrics and enable utilisation of our internal
accruals for further investment in business growth and expansion.

Impact of Covid

The current outbreak of COVID-19 (“Covid”) pandemic has adversely impacted the global economy. The World
Health Organization declared the outbreak of COVID-19 as a public health emergency of international concern
on January 30, 2020 and a pandemic on March 11, 2020. The Government of India announced a nation-wide
lockdown on March 23, 2020 and imposed several restrictions. Covid continues to spread across the globe and
has since affected the world economy including India, leading to significant volatility and a decline in financial
markets and general economic activity.

However, Covid had limited impact on the mining industry, since it was declared as an essential service in all
countries globally. Mines were running continuously since temporary shutdowns of mines are expensive and
therefore there was resilient demand for critical mining consumables for regular operations.

Since our products are critical to operate consumables for the mines, we were largely unaffected. Further, our
plant in Chile remained functional with no halts in operations, our plant in South Africa had limited halt in
operations, however our plant in Australia was impacted due to stricter and longer inter-boundaries lockdown
within Australia, which has since been relaxed. Our strong customer profile, which includes senior miners and
mining industries, were resilient during the period. However, we faced temporary logistical issues in terms of
limited availability of labour, logistics and supply chain constraints. Our exports and production in some of our
domestic facilities were temporarily disrupted from March 2020 onwards, across successive waves of national
and regional lockdowns in India. Since then, we have resumed our operations in phases as per the Government of
India and state government’s directives. Our plant utilization has improved, raw material suppliers have resumed
operations and supply and logistics have become more regular. The future impact of COVID-19 or any other
severe communicable disease on our business and results of operations depends on several factors including those
discussed in “Risk Factors — The extent to which COVID-19 affects our business, results of operations and
financial condition will depend on future developments, which are uncertain and cannot be predicted ” on page
36.

Description of our Business
Our product portfolio

Our product portfolio include consumables required in the mines and mineral processing industry. In the sequence
of their usage in the mineral processing mines, after blasting to floatation, our products include chutes and its
liners, grinding mill liners, ttommels and screens, hydrocyclones, pumps and flotation parts and conveyor
products. Our product range is engineered with a combination of mineral processing engineering, mechanical
engineering and material sciences, while utilising our expertise in tribology.

In the three months period ended June 30, 2021 and Fiscal 2021, 2020 and 2019, our revenue from operations was
21,732.07 million, 28,055.22 million, 26,848.47 million and 26,337.57 million, respectively and our restated total
profit for the period/ year was 2118.82 million, 21,364.05 million, %655.04 million and 326.70 million,
respectively. Our net cash generated from operating activities was 2492.35 million, %1,702.46 million, 71,283.75
million and 2686.69 million for the three months period ended June 30, 2021 and in Fiscals 2021, 2020 and 2019
respectively. Our EBITDA was 2296.79 million, 22,386.42 million, 71,172.28 million and 21,060.03 million for
the three months period ended June 30, 2021 and the Fiscals 2021, 2020 and 2019, having increased at a CAGR
of 50.04%, from Fiscal 2019 to Fiscal 2021. Our EBITDA Margin (EBITDA as a percentage of our total income)

149
was 16.54%, 27.86%, 16.85% and 16.49%, respectively, in the same periods, having increased at a CAGR of
29.99%, from Fiscal 2019 to Fiscal 2021.

Mill liners

Mill liners are used in the grinding mills for the beneficiation of minerals. The various types of mill liners we
manufacture include DynaPrime, DynaSteel, DynaPulp and DynaWear, all of which are our flagship products.

DynaPrime

The DynaPrime range has been designed specifically for the bigger size of the mills where modern liner handlers
are available. DynaPrime has been engineered to reduce the number of pieces being installed inside the mill,
substantially reducing the installation downtime for maximum mill operation up-time. DynaPrime puts safety
above all. Bolting from outside and lesser weight of the lining considerably reduces any risk during the installation
of the liner.

 

DynaSteel

DynaSteel range constitutes of a combination of different alloys and rubber to engineer a perfect blend for grinding
application. DynaSteel range ensures a complete protection from excessive wear on the mill lining and deliver
maximum grinding efficiency to the mill. The lifting action transferred to the charge remains constant throughout
the life of the lining. DynaSteel has proven to be successful in demanding applications, especially in primary
grinding mills and the challenges faced by the conventional liners, such as cracking of liners is eliminated by the
judicious use of the right material of construction in DynaSteel. The DynaSteel range is designed to be installed
in large sized mills where modern liner handlers are not available.

 

150
 

DynaPulp

DynaPulp, along with our designed grate seeks to achieve a maximum capacity out of the mill. We use advanced
computational softwares to simulate the slurry charge using specialized tools, to ensure an efficient discharge
system. DynaPulp range has been proven to achieve a lower specific power consumption to save more energy.
DynaPulp offers curved and radial discharger system. Curved discharger system ensures a maximum flow out of
the mill eliminating carry-over. No back increases the mill capacity and also arrests excessive wear at the trailing
edge of the discharger system, substantially increasing the life with minimum weight. Radial discharger system is
engineered for both uni-directional and bi-directional mill rotation. Based on simulations and experiments,
DynaPulp radial discharger system is designed with hardened steel at right positions to arrest excessive differential
wear rate and thus maximizing the life of the discharger.

nde
x

 

151
 

nae

DynaWear

DynaWear mill linings provide optimal grinding solutions in major mineral processing plants all over the world.
DynaWear range consists of products completely manufactured using specialized rubber to deliver optimized life
and capacity to maximize the cost benefit for a plant. Our rubber lining system is the preferred lining system for
secondary ball mills; regrind mills, rod mills and scrubbers. DynaWear has been successfully used in a wide range
and installed in primary, secondary and tertiary grinding mills, batch mills and scrubbers.

 

Growth drivers for our mill liners business includes a new opportunity in relation to replacement of mill liners in
the semi-autogenous grinding (SAG) mills, where our DynaPrime range of mill liners are replacing steel liners
due to its superior performance. Further, our DynaPrime range of mill liners will also benefit from secular growth
trends applicable to other mill liners, sustained growth in the copper and gold commodity volumes and increased
ore degradation.

Trommels and Screens

Screens and trommels are used for separation of particles according to sizes. Our key products for the screens and
trommels business includes Rapido.

Rapido

Rapido is our patented product which addresses certain major issues of the mining industry relating to clogging
and blinding of the apertures during operation with existing screen panels, resulting in downtime of the equipment

152
and lower efficiencies. With its dual system of top and bottom part, it reduces the replacement time of panels
substantially and due to the unique patented top part, induces secondary vibration in the panel which results in the
elimination of blinding and clogging. It therefore increases the efficiency of the panels, resulting in significant
benefits to the customer.

 

Screening Solutions

We provide screen applications in mining, mineral processing, steel plants and aggregate industries. Our screening
solutions deliver unique, highly efficient wear resistant screen decks which increases screening efficiency, reduces
down-time and cost per tonne of material handling. Some of our popular screening decks include, bolt down
panels, cross tension panel, flip flo panel, panel cord, dewatering panel, polysnap panel, anti-clogging panel and
button type panel.

 

Trommels

Trommels are becoming an integral part of large SAG mills application. The high tonnage mineral processing
plants have replaced screens with high capacity trommels to handle high tonnage of ore processed and to
efficiently separate the oversized particles. Therefore, trommels have eliminated the need of having multiple
screens in a mineral processing plant and assure uniformity of separation. With our engineering expertise in
designing and installing consumables for large sized mineral processing plants, we offer a wide range of trommels
for heavy duty, medium duty and light duty applications along with structure, rubber or polyurethane screen
panels, spirals, connecting pieces and end flanges. All our trommels are custom designed, optimizing the sizes,

153
capacity and wear life. The structural parts, type of panels, fixing type and reinforcement are designed and
manufactured on the basis of application. The structural design is cross checked and optimized with our
specialized analysis. All the structural parts are covered with rubber coating to resist corrosion. The trommel
screen panels are either rubber or polyurethane based, depending on the application and consists of totally
embedded mild steel reinforcement to support the load and maintain the curvature of the panels.

 

Hydrocyclones

Hydrocyclones are used for extracting or separating slurry particles, based on the overall particle weight while
consuming relatively lower power. Our key product for our hydrocyclones business is the Tega Cyclone.

Tega Cyclone (PExEL)

Our range of cyclones are made entirely from highly wear resistant rubber/ Cryston and are housed in mild steel
casing. These are available with multiple cone angles to suit Customer requirement. Tega cyclones work in almost
every mineral industry such as iron, coal, alumina, clay and many others and are used extensively for mineral
classification and beneficiation of ore minerals. We market our Tega Cyclones on the basis of their high capacity
per unit area and flexibility.

154
  

Conveyor Products

Our conveyor products include conveyor components used with conveyor belts. Our key conveyor products
include Spill-ex skirt sealing system, Centrax, and ceramic pulley lagging.

Spill-ex skirt sealing system

Our spill-ex skirt sealing system is simple, yet effective in making conveyor loading stations spillage free. Skirt
sealing is generally provided on both sides of the skirt board, however, for conveyors that are inclined upwards
or for those handling fines, sealing of the rear of the belt is necessary. Our Spill-ex skirt sealing system is used in
the loading zones of belt conveyors. Rear skirt sealing is provided with a fixed length backing skirt plate that is
based on belt width.

 

155
Centrax

Centrax is used to guide the conveyor belt system, when the conveyor belt starts to mistrack and the speed of the
two tapered rollers changes. When there is a difference in speed, Centrax belt trackers immediately engage and
guide the conveyor belt back to its correct position. The combination of tracker rollers with strong grip and a
smooth-running swivel bearing gives Centrax its precision tracking characteristics.

 

Ceramic Pulley Lagging

Lagging of the conveyor pulley is essential to improve conveyor belt performance. The use of lagging reduces.
belt slippage, improves tracking and extends life of belt, bearing & other components. Our ceramic pulley lagging
is especially suited for pulleys with slippage and excessive wear and tear problems which make normal rubber
lagging ineffective. Our ceramic pulley lagging is widely used on the drive pulleys and can also be used on snub,
bend and tail pulleys. This product incorporates square ceramic tiles with unique circular nubs which help in
proper grip of the belt under wet muddy or any such arduous conditions.

156
 

Services segment

Our services segment offering ranges from undertaking specialized plant audit consultancy service that we offer
to our customers for grinding and classification upgrades, supplying individual spare parts, to comprehensive
solutions covering maintenance and operations. We focus on creating unique solutions to enhance the performance
and productivity of our customers’ plants and equipment throughout their entire lifecycle.

Our revenue from sale of services was 257.72 million, 7131.82 million, 7133.66 million and 2191.00 million in
the three months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019 respectively.

Manufacturing Facilities

The following map shows the locations of our manufacturing facilities and sales and marketing offices, both in
India and overseas

ae

  
 

32 )
Sales & marketing
Offices }

a eg
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70 ca
Countries catered a se
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tang eciay —) * co
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Note: Map not to Scale.

We own and operate six strategically located manufacturing facilities across the globe, including three in India,
in Dahej in Gujarat and at Samali and Kalyani in West Bengal, and three in the major global mining locations of
Chile, South Africa and Australia, with a total built-up area of 74255 Sq. mts.

157
Our facilities are located close to mining and emerging industrial markets and material handling industries,
allowing economies of scale and logistical advantages for our customers, and to insulate them from local supply
or other disruptions. We do not outsource any of our products, unlike certain of our competitors, which reduces.
out external dependencies and adds to our ability to turnaround customized designs in a short timeframe.

The following table sets out certain details of our manufacturing facilities:

 

Ss. Facility location Capabilities/ Products manufactured Leased/owned Year of
No. Commissioning/
Acquisition
A. Domestic Facilities
1. Dahej, Gujarat Mill liners, Wear products, Screens and Leased 2013
Trommels
2. Samali, West Bengal Mill liners, Wear products, Hydrocyclones, Owned 1985
Screens, Trommels and Conveyor products
3. Kalyani, West Bengal Mill liners (except DynaPrime), Conveyor Leased 1978
products, Chute liners and pump liners,
Hydrocyclones
B. Overseas Facilities
4. Chile Mill liners, Trommels, Chute liners, Screens, Leased 2011
Pipe and pipe repair and spools
5. South Africa Mill liners (except DynaPrime), Spillex, Owned 2006
Screen Panel, Chute liners
6. Australia Chute liners and Trommels Leased 2010

 

The following table sets forth certain information relating to our capacity utilization of our high tonnage press
capacity at certain of our manufacturing facilities, calculated on the basis of total installed capacity and actual
production for the periods indicated below:

 

 

 

Location Fiscal 2021 Fiscal 2020 Fiscal 2019
Actual % Installed Actual %
aaa Production Utiliz Capacity Production Utilizatio canny Actual non
see inMT" ation inMT’ — inMT" n Brac) Production UO
in MT
Dahej 9,633 4,899 51% 8,538 5,485 64% 8,173 4,391 54%
Samali 6,449 3,897 60% 6,449 2,859 44% 6,449 2,976 46%
Kalyani 2,008 1,430 71% 2,008 1,616 80% 2,008 1,707 85%
South 3,192 51% 3,192 1,219 38% 3,192 1,049 33%
Africa
Chile 3,276 2,400 73% 2,490 1,800 72% 1,164 1,125 97%
Over all 24,558 14,269 58% 22,677 12,979 57% 20,986 11,248 54%
“Metric Tonne
Notes
1. The Press Capacity given above and also the Actual production in FY 19, FY 20 & FY21 are for large size presses where mill liners are
manufactured.

2. The products manufactured other than mill liners have different manufacturing process routing including a mix of manual and equipment
based processes, and hence estimation of capacity utilization for these products is difficult to be validated.

3. The actual production for the 3 financial years shared is on the basis of the compound and the reinforcements that have been consumed
in the presses mentioned for each of the plant for manufacture of mill products

4, The above data is shared for the plants where manufacturing of mill liners are taking place. The products manufactured in these plants
are either shipped directly to the customer, or through other subsidiaries of the company. From these subsidiaries, the products get
shipped to the end customer in as is condition as well as some value additions based on specific customer requirements.

5. The above does not include Unit located in Australia as it is an assembling unit of the Company

Quality Assurance within our manufacturing facilities

All our products are manufactured following our standard operating procedures for each category of our products.
At each stage of the manufacturing process, inspections of the components and the final product is carried out,
following our standard quality assurance procedure. All the manufacturing parameters, control and testing devices
are checked and calibrated with higher frequency.

All incoming components such as elastomer components, aluminium and wear resistant steel and adhesive are
passed through standard testing and verification procedure according to related quality assurance procedure.
Related documents and test results are reviewed and after meeting the specified limits, are allowed to be used in
the process line. Further, all process parameters such as adequate degreasing of wear resistant steel and aluminium

158
track, subsequent surface preparation, cleanliness, required texture as per the standards, proper priming and
cementation by adhesive with proper viscosity and coated film thickness are verified in accordance with the
quality assurance procedure.

The quality assurance team carries out frequent checks on the process and product specifications as per our quality
assurance plans, prepared and issued by the technical team. Further, the finished products, which are approved by
the quality assurance team are passed on for finishing and inspection which ensures that the product meets industry
standards.

We undertake multiple stringent quality checks and have been awarded Integrated Management System (IMS)
certification by SGS United Kingdom Limited, which are: Quality Management System (QMS) ~ ISO 9001:2015
(India, South Africa), Environment Management System (EMS) — ISO 14001:2015 (India) and Occupational
Health & Safety Management System (OHSMS) — ISO 45001:2018 (India). We have currently applied for ISO
certification standard 9001:2015 for our facility in Chile, which is currently pending.

Manufacturing Processes and capabilities

Our end-to-end in-house manufacturing capabilities, including design, process engineering and manufacturing
facilities including banbury mixer, extruder, metal preparation and press shop, allow us to offer comprehensive
solutions and better service standards to our customers for the beneficiation of various ores and mineral products.

We have well defined systems and processes with the ability to design our softwares internally for product
development and other applications. We have our internal technical teams with strong technical expertise to
customize solutions in accordance with the requests from our customers

Following is a brief description of the manufacturing process undertaken at our facilities:

Rubber Mixing and Blanking

Rubber compound forms a very important ingredient for our range of products. Both natural as well as synthetic
rubber is mixed with additives as per compound formulation. The same is done in banbury mixer. Banbury output
is then taken through secondary mixer or extruder for usage in further upstream processes.

Fabrication

Metal processing is done in Fabrication using normal mild steel in plates form as well as structural steel form and
also special grade steel. The output is reinforcements or welded structures made as per engineering design to suit
the product requirement.

Blasting and Cementing

Blasting is a process for metal surface preparation required for the adhesive or cement to be applied. We have
both, air assisted manual shot blasting as well as airless automated blasting.

The blasted products are quality inspected for desired surface roughness and then taken for the next process i.e.
Cementing. Here coats of adhesive is applied. First the primary coat is applied and allowed to dry. Subsequently
the top coat is applied and allowed to dry.

Press Compression Molding

The output from both the blanking section and cementing section brought together and then in specially designed
molds are subjected to compression molding as high temperature. This ensures vulcanization of the rubber
compound and at the same time metal to rubber compound adhesion takes place.

Finishing and Checking

The output from the molding process is then taken for finishing operations. After the finishing operations, jig
checking is done to ensure fitment accuracy at customer site.

159
Quality Approval Plan and Quality Control

Throughout the entire process from input to finished goods inspection, each product is subjected to a quality check
at each process step. At critical to quality steps, certain extra check points are done both on the shop floor as well
as quality labs.

Packaging and Dispatch

After the pre-delivery inspection, the products are packed in specially designed wooden crates and boxes. These
boxes are carefully marked with identification as well the customer reference number and stored systematically

for dispatch.

Our manufacturing process is as set out below:

Manufacturing Process Flow Diagram

Input Process
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fm Wi a wi om
“ee = el

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Raw Materials and Procurement

The raw materials used for the manufacturing of our products are predominantly divided into two categories, i.e.,
rubber compounds and reinforcement. The primary raw material used in rubber compounding, which is an
intermediate raw material, include carbon black, high grade natural rubber, polyurethane rubber and styrene-
butadiene rubber, while reinforcements include wear plates, castings, aluminium and other alloys. The majority
of the raw materials used to prepare rubber compounds are procured locally in India and is delivered to all our
oversees manufacturing locations based on the plan and order book, to maintain uniformity in the quality and
consistency.

Carbon Black

We currently procure carbon black requirement locally from three approved suppliers in India with production
facilities distributed across India.

Polybutadiene Rubber (“PBR”)

We currently procure our PBR requirement from Singapore and France and from Asian countries such as South
Korea. There are no near term plans to source PBR locally as the special grade of PBR required for our rubber
compounds are not manufactured in India.

Natural Rubber
We currently procure our natural rubber requirement locally from Kerala and also imported from Vietnam. We

have two local and two overseas suppliers. Natural rubber being a traded commodity, we purchase it at the
prevailing market rates and do not have long term rate based contracts.

160
Styrene-butadiene Rubber

We currently procure 100% of our Styrene-butadiene rubber requirement locally from two sources. Although we
have four global approved sources, since our current requirement for styrene-butadiene rubber is limited, we
currently only rely on local procurement to meet our demand.

Wear Plates

We currently procure 100% of our wear plates requirement from Sweden and Germany. We typically negotiate
the rates with major manufacturers for all our manufacturing units, however the individual supply requirement
and procurement is undertaken by the respective manufacturing units. There are no near term plans to source wear
plates indigenously.

Castings

The procurement of castings by each of our manufacturing facilities is done locally by us, however for certain
high risk orders at our Indian facilities, castings are imported from Spain. Castings are a make to order commodity
for us, sourced based on the customer orders. We typically have long term contracts for domestic castings, which
are linked with the commodity indices and the conversion cost and the delivery lead time is fixed.

Aluminium

The procurement of aluminium for our Indian facilities is done locally from five local suppliers. The charges for
conversion are fixed for one year with all our suppliers and the rates are linked with certain reputable Indian
aluminium manufacturer’s price list. The procurement for our South African facility is undertaken from two
suppliers.

Customers

Our diversified customer base includes marquee Indian and multinational mining companies, as well as small and
medium-sized companies in the mining and minerals beneficiation industry in emerging regions. As of June 30,
2021, our domestic and overseas customer base included 212 mining sites. Our relationships with certain of our
key customers span more than 10 years.

We have a direct relationship with the majority of our customers, including our overseas customers, with the
exception of a few customers we deal with through certain dealers/ agents. 98.23% of our business for Fiscal 2021
is from our direct relationship with customers and 97.48% of our business for the three months period ended June
30, 2021 is from our direct relationship with customers. We have both long term contracts with, and quotation
based orders from, our customers. Our long term contracts typically range for a period between two to three years
and the agreed upon price is fixed at the time of entering into the contract with certain pre-agreed escalation
formulae which captures the increase in raw material price. These prices are mutually discussed and validated at
the beginning of every year. Our quotation based orders from our customers are undertaken by way of providing
spot quotations upon request based on the current raw material prices. Further, within reasonable limits, we
escalate the price of our products based on the input prices and therefore most of the orders we receive are covered
by the pass-through provisions for raw material pricing.

As an average of the last three Fiscals, our top 10 customers accounted for 29.19% of our revenue from sale of
products and services in that period, while our top 20 and top 50 customers accounted for 42.11% and 65.30% of
our revenue from sale of products and services in that period, respectively and 34.19%, 52.75% and 78.08%,
respectively for the three months period ended June 30, 2021.

Since our products cater to the after-market spend of a mineral processing unit, which is a recurring cost for our
customers, 76.28%, 74.29%, 75.43% and 79.72% of our sale of products and services in the three months period
ended June 30, 2021 and Fiscals 2021, 2020 and 2019 resulted from repeat orders from our existing customers.
Case Studies

Case Study Product — DynaPrime

Problem: Large sized mills using traditionally used steel liners had a lower liner life leading to higher installation

downtime. Higher downtime accounted for unplanned shutdown leading to lower reliability. Further, constant
replacement of steel liners also had concerns relating to installation safety.

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Our solution: Upon critical examining of the dynamics of the mill, we offered DynaPrime, with its improved
profile and material composition to cater to higher life. DynaPrime was designed with lesser number of pieces
and fixing points which ensured faster installation. We incorporated new design with bolting from outside and
lesser weight of the lining which eliminated the risk during the installation of the liner.

Result: Introduction of DynaPrime in designated mill resulted in increase in life of the line. Further, there was a
decrease in the number of pieces installed, the total weight of the liner and the number of bolts installed. Also, the
installation time of DynaPrime in a mill was lesser than the traditional steel liners, which led to a subsequent
reduction in installation manpower. The overall power consumption also reduced per year in DynaPrime installed
mills.

DynaPrime had a multi-faceted advantage over the traditional steel liners used in the large sized mills which led
to an increase in asset productivity, reduction of operating expenses, reduction of risk, improvement in safety and
improvement in environment sustainability. Following are the key advantages of DynaPrime.

 

Increase Asset Reduce Operating Reduce risk Improve Safety Improve
Productivity Expenses Environmental
Sustainability
Increase mill Lower maintenance Do away with Installation from Lower CEE required,
availability to process cost unplanned shut-down __ outside. enabling reduction in
more ore carbon footprint
Increase mill Lower energy Better liner profile Reduces the
operation time as a expenses stability throughout environmental
result of faster the campaign contamination
relining
Increase life as per Less personnel
plant requirement required for

installation
Increase ball charge Faster reline due to
volume due to lesser number of
decrease in liner fixings for __ liner
weight installation

 

Case Study Product — Chute

Problem: Gold mines in Canada suffered from uneven distribution of mill discharge. Our objective was to get an
even distribution of mill discharge with solid reporting on each outlet.

 

Solution: Upon critical examination, it was understood that the percentage of solid distribution was uneven
between two feeder boxes and as a result the screens downstream were either underfed or overfed. We offered our
new tapered discharge chute, with its improved design and a rock box kind of arrangement.

Result: Our chute resulted in an almost even split as desired for the circuit. Further, the liner selection was
optimised to suit the new design and maximise the liner life. This resulted in the overall improvement in the
performance and the increased downstream circuit efficiency.

Case Study Product — Trommel

Problem: Copper mines suffered from regular shutdowns due to the short life of the trammel panels. Our objective
was to improve the life of the trommel panel for greater productivity.

Solution: Upon critical examination, it was understood that the design of the panel was not in line with the wear
rate based on the operating conditions. Therefore, the design of the panel was optimized to counteract the wear
rate with an improved panel.

Result: Our heavy duty rubber trommel panels optimized for each specification resulted in an increase of the life
of the panels and a reduction in the number of shutdowns per annum and the cost per tonne of the trammel panels.

Case Study Product - Centrax
Problem: Iron ore mines in India suffered from frequent tripping, due to exaggerated belt sway which resulted in

unscheduled shutdown to clean the spillage. Our objective was to control the belt sway, stop unscheduled
shutdowns and eliminate the damage to the belt and the structure.

162
Solution: Upon critical examination, it was understood that the tripping was due to the high belt sway. The belt
was analysed section wise to identify the starting points of sway and Centrax was offered in identified locations
to arrest the belt sway.

Result: Centrax resulted in reduction of the belt sway, which reduced the number of instances of tripping of the
belt per month. The reduced belt sway also increased the belt life and provided an annual saving to the customer.

Sales and Marketing

We also have 18 global and 14 domestic sales offices located close to key customers. We have a sales and services
team, comprising 155 full time employees, who are responsible for carrying out promotional and brand building
activities for our products, including meets with and direct mailers to our customers. Our in-house sales and
distribution network in all the key geographies helps us with consistently adding new mill sites.

The region wise bifurcation of our sales and services team, comprising 155 full time employees, as on June 30,
2021, is as follows:

 

Region Number of employees as on June 30, 2021

India 93
Africa 17
Asia Pacific 13
South America 2
North America 11
EMER a

 

We have dedicated sales teams and key account managers that are responsible for consolidating our relationships
with key customers and developing strategies to ensure that we are engaging in projects and developing the right
products in line with our business growth and market trends.

We market our products primarily through the plant audit consultancy route. We source our customers directly,
and maintain on-going relationships and contact with them. Our direct sales model with dedicated regional teams
for sales and marketing also allows us to develop a deep understanding of our customers and leverage knowledge
sharing between our sales and R&D teams for product development and provide personalized services resulting
ina satisfied customer base, increased customer connect and loyalty. Our customer-centric approach has been one
of the key reasons for our growth and profitability, and helps us differentiate ourselves from our competition.

Research and Development

As on June 30, 2021, our in-house R&D team comprises 36 personnel who focus on upgrading our existing
products, such as heat resistant grade rubber and fire retardant anti-static; developing product variants such as
locking ceramic liner and thin flexible ceramic liner; development of new products such as Combi liner to
withstand high energy impact and wear resistant liner; and developing cutting edge new technologies such as
combination lining in new technologies.

We offer our engineering capabilities and experience in manufacturing to develop the best-suited products for our
customers. With a focus on international markets, we seek to continuously innovate and upgrade our product and
service offerings. As many of our products are proprietary in nature, we continually work on developing
innovative, lean and cost competitive designs to maintain a technological edge across product range. Our R&D
team not only looks at introducing new products in the market but also on upgradation of our existing products.

We are constantly engaged in R&D and have a special team which is engaged in the development of new products
and services with a key objective to deliver solutions. Our team of engineers visit customer sites frequently to find
solutions to the threats faced by them. Our extensive research activities, advanced R&D centers and innovation
keeps us at the forefront in the industry.

The following table sets forth our R&D expenditure in absolute terms and as a percentage of our total expense for
the periods indicated:

(Zin millions)
Fiscal 2019 ‘Fiscal 2020. ‘Fiscal 2021 ‘Three months
period ended
June 30, 2021
R&D expenditure 42.42 36.68 37.52 9.84

163
 

Fiscal2019 _‘Fiscal2020._-‘Fiscal2021 ‘Three months
period ended
June 30, 2021
% of total expenses 0.71% 0.57% 0.56% 0.60%

 

Human Resources and Employee training

Our global workforce comprised of 1,698 employees (905 permanent and 793 contractual), 1,704 employees (906
permanent and 798 contractual), 1,693 employees (885 permanent and 808 contractual) and 1,619 employees (885
permanent and 734 contractual) as of June 30, 2021, March 31, 2021, March 31, 2020 and March 31, 2019,
respectively. which includes 579 white collar employees, 326 blue collar employees and 793 contract workforce.
Out of our total white collar employees, we have over 151 engineers and other technical employees, with
qualifications ranging between industrial training, undergraduate, graduate, post graduate and diploma levels.

As on June 30, 2021, 22.44% of our workforce is overseas, divided into 18 dedicated regional teams. The diversity
of our workforce allows us to optimally manage our overseas operations.

Our personnel policies are aimed towards recruiting talented individuals, facilitating their integration, and
promoting the development of their skills. These employees are employed in various capacities across our
divisions, which range from such professionals like that of engineers, accountants to machine operators and
workers. Recruitment of personnel in different categories is carried out by the human resources department of our
Company. We also provide training to our employees. Our emoluments for our staff are performance based.
Employees are evaluated on a yearly basis for their performance on specified parameters.

The following table illustrates the breakdown of the numbers of our employees, including contract workmen, by
function as of the dates indicated:

 

 

Function As of March 31 Three months period

2019 2020 2021 ended June 30, 2021
Operations 1222 1282 1274 1,261
Global Marketing 102 106 111 117
Sales and Service 159 164 158 155
Finance and IT 57 60 58 56
Other G&A 79 81 103 109
Total 1619 1693 1704 1,698

Insurance

Our operations are subject to various risks inherent in the industry as well as theft, natural disasters, spread of
communicable diseases, acts of terrorism and other unforeseen events. We maintain insurance cover for our
Company as well as our manufacturing facilities, and our policies cover, among others, protection from fire,
special perils, burglary, machinery breakdown, plant and machine and a variety of marine and employee insurance
policies such as group personal accident policy and workmen compensation policy. We also maintain insurance
for our directors’ and officers’ liability up to a limit of 100 million for any one claim or in the aggregate for all
claims made.

We generally insure our assets based on their replacement value, which is generally higher than the carrying value
of our assets in our financial statements. Notwithstanding the above, our policies are nonetheless subject to
standard limitations. For example, in the case of business interruption, limitations apply with respect to the length
of the interruption covered and the maximum amount that can be claimed. 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. See “Risk Factors
— Our insurance coverage may not be adequate to protect us against all potential losses, which may have a
material adverse effect on our business, financial condition and results of operations.” on page 55.

Information Technology
Our IT systems are aligned with our business strategy and is vital to our business. Its key objectives are speed,
agility, adaptability and scalability in development as well as service and collaboration. The key focus areas are

protecting intellectual property rights, mitigating cyber and business continuity related risks, improving
efficiency, increasing digitalization and automation, leveraging the value of data and ensuring availability of skills

164
and resources. The key functions of our IT team include establishing and maintaining enterprise information
systems and infrastructure services to support our business requirements.

We have made conscious efforts to consistently upgrade our systems to ensure efficiency and reduce redundancies.
We have taken necessary measures for ensuring cyber security, data protection from virus attacks and hacking
and disaster recovery servers and systems for data retrieval and business continuity. The application landscape
consists of modern technologies such as SAP as ERP for accounting, procure to pay, order to cash, manufacturing
and planning, quality management and plant maintenance, SAP SuccessFactor for Human Capital Management
(HCM) and many softwares such as SAP Concur and in-house developed service applications. We are also in the
process of implementing SalesForce as CRM.

Property

Our Company’s registered office is located at 147, Block-G, Humayun Kabir Sarani, New Alipore, Kolkata 700
053, West Bengal, India and corporate office is located at Office Space No. 807, 8" Floor, Godrej Waterside-
Tower II, DP-5, Bidhannagar, Salt Lake, Sector V, Kolkata 700 091, West Bengal, India. Our registered and
corporate office properties are leased by our Company.

Except for our facilities in Samali, West Bengal and South Africa, which are owned, all are other facilities in India
and overseas are primarily leased from third parties including the West Bengal Industrial Infrastructure
Development Corporation for periods ranging from 30 years to 99 years. For details see, “ — Manufacturing
Facilities” above.

Intellectual property

My
Our Company has registered our name and/or logo, «bega” in 12 foreign jurisdictions including, the European
Union, Canada, South Africa, Chile, and Australia with the relevant trademark registration authorities in such
jurisdictions. In India, as on date of this Prospectus, our Company has registered several trademarks, including
word marks and device marks, under various classes such as class 6, 7, 17, 35, 37 and 42 with the Registrar of
Trademarks under the Trademarks Act. In addition, several applications for registration of trademarks have been
filed by us in India which are pending.

Further, as on date of this Prospectus, we have been granted 8 patents in relation to our products such as improved
screen panel and ceramic chute liner in several jurisdictions including India, United States and South Africa. We
also have 4 pending patent applications submitted before the Office of the Controller General of Patents in India.
We expect to continue to file patent applications seeking to protect our innovations and novel processes, both in
developed markets and emerging markets. Existing or future patents granted to us may provide some competitive
advantages for our products, however, they may also be challenged, invalidated or circumvented by our
competitors. For details, see “Risk Factors- Our efforts in obtaining and protecting our patents may be costly
and unsuccessful, which may have an adverse effect on our business and results of operations.” on page 40.

For further information on the intellectual property of our Company, see “Government and Other Approvals”
beginning on page 359.

Corporate Social Responsibility (“CSR”)

Our CSR initiatives are aligned with the requirements under the Companies Act 2013 and the Companies
(Corporate Social Responsibility) Rules, 2014. We strive to meet our commitment towards the community by
committing our resources and energies to social development.

In Fiscals 2021, 2020 and 2019, we spent 27.26 million, 7.51 million and 20.96 million, respectively, on CSR
activities. We have implemented several CSR initiatives on our own, with employee volunteers as well as in
partnership with implementing agencies from time to time. We have identified six focus areas of engagement in
CSR activities which are as under:

. Health: Affordable solutions for healthcare through improved access, awareness and health seeking
behaviour;
. Education: Access to quality education, training and skill enhancement;

165
. Protection of National Heritage, Art and Culture: Protection and promotion of India’s art, culture and
heritage;

. Rural Transformation: Creating sustainable livelihood solutions, addressing poverty, hunger and
malnutrition; and

. Environment: Environmental sustainability, ecological balance, conservation of natural resources.

We closely monitor the progress of various CSR activities at different sites to ensure the impact of these initiatives.
Our senior management also interacts with the CSR teams at our different sites through regular updates and site
visits. Our prime objective is to give back to society in a way that brings positive changes and transforms the lives
of the weaker sections in the best possible ways.

Competition
The industry is which we operate in is sophist

icated, characterized by strong presence of multinational companies. Given the nature and breadth of our product
and service portfolio, we have a limited number of competitors globally, however, we face competition, both
domestically and internationally, and from organized as well as unorganized players. The key factors of
competition include quality, distribution network, pricing, timely delivery, product development and management
and industry relationships. Typically, marquee domestic and global mining companies work only with a limited
number of players. Following are some of our established competitors for certain of our products:

 

Products Competitors

Mill liners Metso-Outotec, Mc Elecmetal, Bradken, FL Smidth and Weir
Hydrocyclones Weir, FL Smidth, Metso-Outotec, Schlumberger and Technip
Trommels and Screens Multotec, Sandvik, FL Smidth and Metso-Outotec

Mineral processing equipment Metso-Outotec, FL Smidth, Weir and Trelleborg AB

 

166
KEY REGULATIONS AND POLICIES IN INDIA

The following description is a summary of certain sector specific laws and regulations in India, which are
applicable to our Company. The information detailed in this chapter has been obtained from various statutes,
regulations and/or local legislations and the bye laws of relevant authorities that are available in the public
domain. The description may not be exhaustive, and is only intended as a substitute to provide general information
to investors, and is neither designed, nor intended as a substitute for professional legal advice. Judicial and
administrative interpretations are subject to modification or clarification by subsequent legislative, judicial or
administrative decisions. For further detailes in relation to our material approvals, see “Government and Other
Approvals” beginning on page 359.

Key Acts, Regulations and Policies governing our Company
Legal Metrology Act, 2009

The Legal Metrology Act, 2009, as amended (the “Metrology Act”), was enacted with the objectives to establish
and enforce standards of weights and measures, regulate trade and commerce in weights, measures and other
goods which are sold or distributed by weight, measure or number and for matters connected therewith or
incidental thereto. The Metrology Act states that any transaction/contract relating to goods/class of goods or
undertakings shall be as per the weight/measurement/numbers prescribed by the Metrology Act. The
specifications with respect to the exact denomination of the weight of goods to be considered in transactions are
contained in rules by each state.

The Indian Boilers Act, 1923 (“Boilers Act”) and the Indian Boiler Regulations, 1950 (“Boilers Regulations”)

The Boilers Act provides for inter alia the safety of life and property of persons from the danger of explosions of
steam boilers and regulates the possession of steam boilers. It sets out the requirements for achieving uniformity
in registration and inspection during operation and maintenance of boilers in India and provides for penalties for
illegal use of boilers. The Boilers Regulations provide for inter alia, standard requirements with respect to
material, construction, safety and testing of boilers.

The Explosives Act, 1884 (the “Explosives Act”) and the Explosives Rules, 2008 (the “Explosive Rules”)

The Explosives Act is a comprehensive law which regulates by licensing for the manufacturing possession, sale,
transportation, export and import of explosives. As per the definition of ‘explosives’ under the Explosives Act,
any substance, whether a single chemical compound or a mixture of substances, whether solid or liquid or gaseous,
used or manufactured with a view to produce a practical effect by explosion or pyrotechnic effect shall fall under
the Explosives Act. Extensive penalty provisions have been provided for manufacture, import or export,
possession, usage, selling or transportation of explosives in contravention of the Explosives Act. In furtherance to
the purpose of this Act, the Central Government has notified the Explosive Rules in order to regulate the
manufacture, import, export, transport and possession for sale or use of explosives.

Special Economic Zones Act, 2005 (“SEZ Act”) and the Special Economic Zone Rules, 2006 (“SEZ Rules”)

A special economic zone (“SEZ”) is a specifically delineated duty free enclave, deemed to be a foreign territory
for the purposes of trade as well as duties and tariffs. A board of approval has been set up under the SEZ Act,
which is responsible for promoting the SEZ and ensuring its orderly development. The SEZ Rules prescribe the
procedure for the operation and maintenance of a SEZ and for setting up and conducting business therein.

Labour law legislations
Factories Act, 1948

The Factories Act provides for a healthy working environment for the workers/ labourers. The Factories Act
regulates occupational safety, health and welfare of workers of the industries, in which 10 or more workers are
employed on any day of the preceding 12 months and in which manufacturing process is carried on with the aid
of power and any premises where there are at least 20 workers, even while there may not be an electrically aided
manufacturing process being carried on.

This legislation is being enforced by the Government through officers appointed under the Factories Act i.e.

Inspectors of Factories, Deputy Chief Inspectors etc. who work under the control of the Chief Inspector of
Factories and overall control of the Labour Commissioner. The ambit of the Factories Act includes provisions as

167
to the approval of factory building plans before construction or extension, investigation of complaints,
maintenance of registers and the submission of yearly and half-yearly returns.

In addition to the Factories Act, the employment of workers is regulated by a wide variety of generally applicable
labour laws including, (i) Contract Labour (Regulation and Abolition) Act, 1970; (ii) Employees’ Provident Funds
and Miscellaneous Provisions Act, 1952; (iii) Employees’ State Insurance Act, 1948; and (iv) The Trade Unions
Act, 1926 and the Trade Union (Amendment) Act, 2001. Further, the Governemnt of India has enacted the Code
on Wages, 2019, the Occupational Safety, Health and Working Conditions Code, 2020, the Industrial Relations
Code, 2020 and the Code on Social Security, 2020, each of which have received the assent of the President of
India and will be brought into force on a date to be notified by the Central Government. Each of these codes
propose to subsume various separate legislations currently governing employment of workers.

Environmental Laws

We are subject to various environment regulations as the operation of our establishments might have an impact
on the environment in which they are situated. The Environment (Protection) Act, 1986 was enacted with an
objective of protection and improvement of the environment and for matters connected therewith. As per this Act,
the Central Government has been given the power to take all such measures for the purpose of protecting and
improving the quality of the environment and to prevent environmental pollution. Further, the Central Government
has been given the power to give directions in writing to any person or officer or any authority for any of the
purposes of the Act, including the power to direct the closure, prohibition or regulation of any industry, operation
or process. The Environment (Protection) Rules, 1986, framed under the Environment Protection Act, 1986 lay
down specific provisions regarding standards for emission or discharge of environmental pollutants, prohibition
of carrying out industrial activities in certain geographical locations, procedures for function of environmental
laboratories and submission of samples.

The Water (Prevention and Control of Pollution) Act, 1974 prohibits the use of any stream or well for the disposal
of polluting matter, in violation of the standards set down by the State Pollution Control Board (“PCB”) and
provides that the consent of the State PCB must be obtained prior to opening of any new outlets or discharges,
which are likely to discharge sewage or effluent. The Air (Prevention and Control of Pollution) Act, 1981 requires
that any individual, industry or institution responsible for emitting smoke or gases must apply in a prescribed form
and obtain consent from the State PCB prior to establishing or operating any industrial plant in an air pollution
control area.

Further, the Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 regulate the
collection, reception, treatment and storage of hazardous waste. In terms of the Hazardous Waste Rules, occupiers,
being persons who have control over the affairs of a factory or premises or any person in possession of hazardous
or other waste, have been, inter alia, made responsible for safe and environmentally sound management of
hazardous and other wastes generated in their establishments and are required to obtain license/ authorisation from
the respective State PCB for handling, generation, collection, storage, packaging, transportation, usage, treatment,
processing, recycling, recovery, pre-processing, co-processing, utilising, selling, transferring or disposing
hazardous or other waste.

We are also subject to the fire control and safety rules and regulations framed by the specific state governments
where we own, operate and maintain establishments. The legislations include provisions in relation to fire safety
and life saving measures by occupiers of buildings, licensing provisions and penalties for non-compliance.

Further, the Ministry of Environment, Forest and Climate Change has issued Draft Environment Impact
Assessment Notification 2020 (“EIA 2020”) which proposes to replace the erstwhile Environment Impact
Assessment Notification, 2006. The EIA 2020 inter alia contemplates two kinds of approvals, being (i) prior
environment clearance with the approval of expert committees and (ii) environmental permission or provision
without the approval of expert committees. Certain projects including clay and sand extraction, digging well or
foundations of buildings, solar thermal power plants and common effluent treatment plants have been exempted
from such approvals.

Intellectual Property Laws
Intellectual property rights refers to the general term for intangible, intellectual, industrial property rights through
patents, copyrights and trademarks and includes geographical indications, trade secrets, and confidential

information. These property rights allow the holder to exercise a monopoly on the use of the item for a specified
period.

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The Trade Marks Act, 1999, as amended (the “Trade Marks Act”), provides for the registration of trademarks in
India, pursuant to which the registered owner of a trademark is granted exclusive rights to registered marks,
including brands, labels and headings, and to obtain relief in case of infringement for commercial purposes.

The Patents Act, 1970, as amended (the “Patents Act”) governs the patent regime in India and provides for,
amongst other things, patent protection period of 20 years from the date of filing the patent application and
recognition of product and process patents.

Foreign Investment Regulations

Foreign investment in India is governed by the provisions of Foreign Exchange Management Act, 1999, as
amended, along with the rules, regulations and notifications made by the Reserve Bank of India thereunder, and
the consolidated FDI Policy, effective from October 15, 2020, issued by the DPIIT, and any modifications thereto
or substitutions thereof, issued from time to time (the “Consolidated FDI Policy”). Under the current
Consolidated FDI Policy, foreign direct investment in companies engaged in the manufacturing sector is permitted
up to 100% of the paid-up share capital of such company under the automatic route, i.e. without requiring prior
government approval, subject to compliance with certain prescribed pricing guidelines and reporting
requirements.

Foreign Trade Regulations

Imports and exports are governed by the Foreign Trade (Development and Regulation) Act, 1992, as amended
(the “FTDR”) and the Export and Import Policy (the “EXIM Policy”) formulated by the Central Government
from time to time. FTDR provides for an Importer Exporter Code (“IEC”) to be granted to those persons licensed
to carry out imports and exports, which may be suspended or cancelled in case of violation of the provisions of
FTDR or the EXIM Policy. No person is allowed to carry out imports and exports without a valid IEC. Failure to
mention IEC number attracts a penalty of not less than 2 10,000 and not more than five times the value of the
goods or services or technology in respect of which any contravention is made or is attempted to be made,
whichever is made.

Remission of Duties and Taxes on Exported Products (“RoDTEP”)

Through a press release dated March 13, 2020, the Cabinet Committee on Economic Affairs approved the
RoDTEP scheme for reimbursement of taxes, duties, or levies, at the Central, State and local level, which are
currently not being refunded under any other mechanism, but which are incurred in the process of manufacture
and distribution of exported products. This scheme has replaced the ongoing Merchandise Export from India
Scheme (“MEIS”) introduced by the Foreign Trade Policy 2015-2020.

By way of notification bearing number 30/2015-2020 dated September 1, 2020, the Department of Commerce,
Ministry of Commerce and Industry imposed a ceiling on the benefits under the MEIS available to exporters from
September 1, 2020 and discontinued all benefits under the MEIS with effect from January 1, 2021. The detailed
operational framework for the RoDTEP including the rates were notified by the Department of Commerce,
Ministry of Commerce and Industry on August 17, 2021. The notified rates will apply to all products from January
1, 2021, irrespective of the date of the notification.

In addition to the above, our Company is subject to various laws and regulations such as the Petroleum Act, 1934,
fire acts of various states, state laws under the Industrial Establishments (National and Festival Holidays) Act,
1965 and the provisions of the Companies Act 2013 and rules framed thereunder, and other applicable statutes
imposed by the Government of India or the state governments and authorities for our day-to-day business and
operations. Our Company is also amenable to various central tax laws including Central Goods and Service Tax
Act, 2017, Central Sales Tax Act, 1956, Integrated Goods and Services Tax Act, 2017, Customs Act, 1961 and
various state tax laws.

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HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company

Our Company was incorporated as “Tega India Limited” under the Companies Act, 1956, as a public limited
company, pursuant to a certificate of incorporation dated May 15, 1976, issued by the RoC. Our Company received
a certificate of commencement of business on May 28, 1976, from the RoC. Pursuant to a special resolution passed
by our Shareholders on January 4, 2002, and with the approval of the Central Government on January 31, 2002,
the name of our Company was changed to “Tega Industries Limited”, and a fresh certificate of incorporation dated
February 1, 2002, was issued by the RoC.

Changes in Registered Office

 

Date of change Details of change Reasons for change
April 16, 2007 The registered office of our Company was changed from P-40, For business convenience
Block-B, New Alipore, Kolkata 700 053, West Bengal, India to
147, Block-G, New Alipore, Kolkata 700 053, West Bengal,
India

 

Our main objects
The main objects of our Company as contained in our Memorandum of Association are:

ds “To carry on the business of manufacturing, buying, selling, exporting, importing designing, installing,
servicing and dealing in all kinds of wear resistant components and moulded wear resistant products
made of rubber, plastics, metals and its alloys, ceramic materials, ceramals or combinations of ceramic
or metallic alloy composites, for use in industries and mineral mining of all description and for
material handling and processing facilities at ports, dry docks, steel plants, thermal power stations,
mines, cement, plants, smelter complexes, power stations, quarrying, crushing, benefication plants and
any other uses.

2. To carry on business as manufacturers of and dealers in lining made of rubber, plastics, metals, and its
alloys, ceramic materials, ceramals or combinations of ceramic or metal or metallic alloy composites
for grinding mills, ball mills, impactors, washing drums, pumps, floatation cells, concrete mixers and
other plant, machinery and equipment.

3. To carry on business as manufacturers of, and dealers in, wear components made of rubber, plastics,
metals and its alloys, ceramic materials, ceramals, or combination of ceramic or metal or metallic alloy
composites for wagon tipplers, unloaders, bins, chutes launders, skips, truck bodies, granby cars, and
other similar appliances.

4. To carry on business as manufacturers of and dealers in, screen decks made of rubber, plastics, metals
and its alloys, ceramic materials, ceramals or combinations of ceramic or metal or metallic alloy
composites, rubber, cloth, belt scrapers and moulded products made of rubber, plastics, metals and, its
alloys, ceramic materials and ceramals or combinations of ceramic or metal or metallic alloy
composites.

5s To carry on the business of designing and manufacturing grinding mills, ball mills, impactors, washing
drums, pumps, flotations cells, vibrating feeders, concrete mixers, bins, chutes, launders, skips, truck
bodies, granby cars and other plant and machinery and equipment for material handling conveying,
processing and benefication.

6. To carry on the business of retreading of types of all kinds, and of manufacturing and dealing in seals,
o-rings, back up rings, wiper rings, piston rod seals, vehicle tracks, sports ground and road surfaces and
all kinds of moulded products, with or without reinforcement, pods for military tracked vehicles, ratabelt
sleeves, rubber slings for loaders, gate seals, rubber hoses rubber lined parts for pumps, floatation
equipments, rubber lined pipe fittings, containers, tanks for fluids, wheels, rolls, chlor cells, and similar
other products and appliances which are capable of being dealt in or in connection with or for the benefit
of the undertaking of the Company.

Ti To carry on the business of making, processing and manufacturing rubber, rubber products of all kinds
and articles made from rubber, styrene rubber, butadiene rubber, EP rubber, butyl rubber, chloroprene

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rubber, nitrite rubber, cerbunan, silicone rubber flourene rubber, isoprene rubber and materials used in
the manufacture and or treatment of natural and articles and dealing in the same.”

The main objects clause as contained in the Memorandum of Association enable our Company to carry on the
business presently being carried out and proposed to be carried out by it.

Amendments to our Memorandum of Association

The following changes have been made to our Memorandum of Association in the last 10 years preceding the date
of this Prospectus:

 

Date of Nature of amendment

change/Shareholders’

resolution

September 30, 2013 Clause VI of our Memorandum of Association was amended to reflect increase in the authorised

February 8, 2018

August 7, 2021

share capital of our Company from 210,000,000 divided into 9,300,000 equity shares of 210
each and 700,000 preference shares of 210 each to 2700,000,000 divided into 60,000,000 equity
shares of 210 each and 10,000,000 preference shares of 2 10 each.

Clause VI of our Memorandum of Association was amended to reflect increase in the authorised
share capital of our Company from 700,000,000, divided into 60,000,000 equity shares of 210
each, and 10,000,000 preference shares of 210 each to 21,050,000,000 divided into 70,000,000
equity shares of 2 10 each, and 35,000,000 preference shares of 10 each.

Alteration of the heading appearing in the MoA of our Company “THE COMPANIES ACT, 1956”
by substituting with the following heading:

“THE COMPANIES ACT, 2013”

Alteration of Clause 3(B) of the MoA which read as “The objects incidental or ancillary to the
attainment of the main objects are” to:

“The objects necessary for the attainment of the above main objects are” along with addition of
certain objects

Deletion of Clause 4 of the MoA which read as “Other Objects of the Company”

Major events in the history of our Company

The table below sets forth some of the major events in the history of our Company:

 

Calendar
Year
1975 - 76

1991
1992
2001
2002
2006
2010
2010-11
2011
2013
2018
2019

Details

Collaboration of our Promoter, Madan Mohan Mohanka with Skega AB, Sweden and incorporation of
our Company.

Joint Venture alliance with Hosch (G.B.) Ltd.

Application for registration of our patent in relation to method of preparing liner.
Buyout by Madan Mohan Mohanka of Skega AB’s entire stake in our Company.
Amalgamation of MM Global Private Limited with our Company

Acquired Beruc Equipment, South Africa

Grant of patent in relation to improved screen panel.

Acquired Acotec S.A, Chile and Losugen Pty Ltd, Australia

Investment by Wagner Limited, an affiliate of TA Associates Management, L.P.
Grant of patent in relation to mosaic liners for chutes.

Amalgamation of Tega Industries (SEZ) Limited with our Company.

Grant of trademark in relation to “DynaPrime’.

 

Awards, Accreditations and Recognitions

 

Fiscal
2008

2011

2011

2011-12

Details
Madan Mohan Mohanka was recognized by the Indian Institute of Mineral Engineers, Trivandrum, for
his eminence and outstanding contribution to the profession of mineral engineering.
Madan Mohan Mohanka was awarded the ‘Outstanding Entrepreneurship Award at the Asia Pacific
Entrepreneurship Awards, 2011.
Madan Mohan Mohanka was presented with the ‘Distinguished alumnus award’ by the Indian Institute
of Management, Ahmedabad.
Madan Mohan Mohanka was conferred the award of excellence for his contributions to society and
achievement in the field of his vocation by the Rotary Club of Calcutta Metropolitan, R.I District 3291.

171
 

Fiscal Details

2012 Madan Mohan Mohanka was the finalist in the Ernst & Young Entrepreneur of the Year, 2012, India.

2013 Awarded the “Best Existing Large Corporate with turnover between Rs. 300 — 1000 crore” at the
Economic Times Bengal Corporate Award, 2013.

2015 Granted the Quality Management System ISO 9001:2015 accreditation to Tega Africa.

2018 Our Company was granted the Quality Certification, SA 8000:2014 accreditation for our manufacturing
facility located in Samali, West Bengal.

2019 Our Company was granted the Quality Certifications ISO 9001:2015, ISO 14001:2015 and ISO

45001:2018 accreditation.

 

Time/cost overrun
As on the date of this Prospectus, there have been no time/cost overruns in setting up our projects.
Defaults, rescheduling or restructuring of borrowings with financial institutions/banks

As on the date of this Prospectus, there has been no default, rescheduling or restructuring of borrowings with
financial institutions or banks.

Significant strategic and financial partnerships
As on the date of this Prospectus, our Company does not have any significant strategic or financial partners.

Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamation,
revaluation of assets, etc. in the last 10 years

Except as disclosed below, our Company has not made any material acquisitions or divestments of any business
or undertakings, mergers, amalgamation or revaluation of assets in the last 10 years preceding the date of this
Prospectus.

Scheme of Amalgamation of Tega Industries (SEZ) Limited (“Tega SEZ”) with our Company

Pursuant to orders dated November 3, 2017 and February 8, 2018, the National Company Law Tribunal,
Ahemdabad and the National Company Law Tribunal, Kolkata, respectively, sanctioned a scheme of
amalgamation under Sections 230 to 232 of the Companies Act, 2013 pursuant to which Tega SEZ, a wholly
owned subsidiary of our Company, was amalgamated into our Company (“Scheme of Amalgamation”). The
appointed date of the Scheme of Amalgamation was October 1, 2016 and the effective date was April 16, 2018.
The Scheme of Amalgamation was entered into with the aim of achieving synergic advantages such as greater
financial strength and flexibiltiy, better and efficient management, operational efficiencies, cost competitiveness,
simplified corporate structure etc. to attain higher shareholders’ value.

Further, pursuant to the Scheme of Amalgamation, the entire undertaking of Tega SEZ including all its assets,
properties, entitlement, rights, benefits and advantages, liabilities and obligations were transferred to and vested
in our Company as a going concern. Further, pending legal proceedings by or against Tega SEZ were required to
be continued by or against our Company. The authorized share capital of our Company was increased by the
extent of the authorized share capital of Tega SEZ and accordingly, our Memorandum of Association was
automatically amended. No new shares were issues pursuant to such Scheme of Amalgamation.

Shareholders’ Agreements and Other Agreements
Share Subscription and Shareholders’ agreements

Share Subscription and Purchase Agreement dated April 29, 2011 entered into by and among our Company,
Wagner Limited (the “Investor”), Madan Mohan Mohanka, Manish Mohanka, Mehul Mohanka, Madan
Mohan Mohanka (HUF), Mehul Mohanka (HUF), NFSPL, Marudhar Food & Credit Limited (“Erstwhile
Promoters”, together with the Company and Investor, the “Parties”), read with the amendment agreements
dated September 3, 2018 and July 10, 2020 and August 2, 2021 (with effect from March 9, 2021) and
Shareholders’ Agreement dated April 29, 2011 entered into by and among our Company, the Investor and the
Erstwhile Promoters read with the amendment agreements dated September 3, 2018 and July 10, 2020, August
2, 2021 (with effect from March 9, 2021) entered into by and among the Parties and the amendement agreement
dated August 7, 2021 entered into by and among our Company, our Promoters and the Investor.

172
In terms of the SSPA, the Investor purchased and subscribed to 76,893 Equity Shares for an aggregate
consideration of 2150.00 million and 668,637 CCPP (“Investor CCPP”) for an aggregate consideration of 71500
million. Pursuant to such purchase and subscription of shares of our Company, the Investor acquired 14.54% of
the issued and paid-up share capital of our Company, on a fully diluted basis, in the year 2011. Consequently, the
SHA was entered into by and among our Company, the Investor and our Promoters.

In terms of the SHA, the Investor, has a right to nominate one director on our Board. Further, the Investor has also
been provided with certain key rights such as right to appoint observers including additional observers, right of
first offer and certain tag-along rights, pre-emptive rights, anti-dilution adjustments, rights in relation to reserved
matters, information rights and other such additional rights in accordance with the terms of the SHA. Additionally,
the Investor can cause our Company to buy-back the put options held by the Investor if an initial public offering
by our Company is not completed within the prescribed peiod, in accordance with the terms of the SHA. Further,
under the SHA the Investor CCPP shall be automatically converted in to an equal number of Equity Shares on the
happening of certain events, including the filing of a red herring prospectus for an initial public offering by our
Company or on a particular date, as mutually agreed between our Company, the Investor and our Promoters.

Pursuant to the SHA Amendment Agreement, certain rights of our Company, Wagner Limited and our Promoters
(collectively, referred to as “Parties” and individually, referred to as “Party”), among others, in relation to
nomination of directors to our Board, transfer of securities and restricted transfers between the Parties, as
stipulated in the SHA, have been amended or waived till the allotment of Equity Shares pursuant to the Offer. In
terms of the SHA Amendment Agreement, the Investor has consented to certain actions required to be taken by
our Company in relation to the Offer as required under the SHA. Further, in terms of the SHA Amendment
Agreement, SHA shall automatically stand terminated upon the date of allotment of Equity Shares pursuant to the
Offer and accordingly, the special rights therein shall also automatically stand terminated upon the date of
allotment of Equity Shares pursuant to the Offer. Further, in case listing is not completed by the date contemplated
in the SHA Amendment Agreement, the provisions of the SHA Amendment Agreement shall automatically stand
terminated without any further act or deed required on the part of any Party and the rights available to the Investors
under the SHA, including among others, differential voting rights and certain exit and secondary sale rights will
be reinstated upon such termination of the SHA Amendment Agreement.

Joint venture agreement

Joint venture agreement dated November 12, 1991 between Hosch (G.B.) Limited, England (“Hosch England”)
(“JVA”) and Madan Mohan Mohanka read with the Share purchase agreement dated May 29, 2010 between
Madan Mohan Mohanka and Company (“SPA, and together with the JVA, the “Hosch JVA”)

Pursuant to the JVA, Hosch India was incorporated in India on July 10, 1991, as a private limited company under
the Companies Act, 1956 for the purpose of manufacturing and marketing of belt scrapper and allied systems. In
terms of the JVA, amongst other things, Hosch England shall assist in making available the requisite know-how
to Hosch India covering aspects such as planning, layout, overseas marketing, R&D and procurement of raw
materials. Further, in accordance with the JVA, our Joint Venture and Hosch England have entered into the
Foreign Collaboration Agreement dated November 12, 1991 wherein Hosch England was required to provide
technical information and other related services to Hosch India including training of staff etc. for a prescribed
period of time.

Subsequently, Madan Mohan Mohanka transferred 112,500 equity shares, being the entire stake in our Joint
Venture held by him, to our Company in accordance with the SPA for an aggregate consideration of 7150.07
million.

Other agreements

Our Company has not entered into any other subsisting material agreement, including with strategic partners, joint
venture partners or financial partners, other than in the ordinary course of business.

Holding Company of our Company

As on date of this Prospectus, NFSPL is the holding company of our Company. For details, see “Promoter and
Promoter Group - Details of our corporate Promoter” on page 200.

Subsidiaries of our Company

As on the date of this Prospectus, our Company has 13 foreign subsidiaries, as set forth below:

173
1. Tega Africa

Corporate Information

Tega Africa (formerly, Beruc Equipment (Proprietary) Limited) was incorporated on November 8, 1984, and is
governed under the laws of South Africa. Our Company acquired Tega Africa in accordance with the share purchase
agreement dated May 12, 2006. The registered office of Tega Africa is located at 2 Uranium Road, Vulcania,
Brakpan, Gauteng, 1541.

Nature of Business

The principle business of Tega Africa is, amongst others, engaging in the business of designing, manufacturing and
and supplying of abrasion and wear resistant products and services required for mining, mineral processing and
bulk material handling industries.

Capital Structure and shareholding

As on the date of this Prospectus, the authorized share capital of Tega Africa is ZAR 4,000, divided into 4,000
ordinary shares of ZAR 1 each.

The issued, subscribed and paid-up capital of Tega Africa is ZAR 100 divided into 100 ordinary shares of ZAR 1
each. Our Company through its subsidiary, Tega Investments South Africa Pty. Ltd, indirectly holds the entire
shareholding of Tega Africa.

Accumulated profits or losses not accounted for by our Company

As on the date of this Prospectus, there are no accumulated profits or losses of Tega Africa not accounted for by
our Company.

De Tega Chile

Corporate Information

Tega Chile (formerly, Acotec SA) was incorporated on February 5, 1990, and is governed under the laws of Chile.
Our Company acquired Tega Chile in accordance with the stock purchase agreement dated February 3, 2011. The
registered office of Tega Chile is located at Av. Galvarino 7701, Quilicura, Santiago de Chile.

Nature of Business

The principle business of Tega Chile is, amongst others, engaging in the business of designing and manufacturing of
liners and wear component for the mining companies.

Capital Structure and shareholding

The issued, subscribed and paid-up capital of Tega Chile is CLP 5,154,821,382 divided into 38,727 equity shares
of no face value each and CLP 18,907,644,818 divided into 217,218 preference shares of no face value each. Our
Company through its subsidiary, Tega Holdings Pte, holds the entire equity shareholding, amounting to 21.42%,
and the entire preference shareholding, amounting to 78.58%, thereby indirectly holding the entire shareholding
of Tega Chile.

Accumulated profits or losses not accounted for by our Company

As on the date of this Prospectus, there are no accumulated profits or losses of Tega Chile not accounted for by
our Company.

3. Losugen

Corporate Information

Losugen was incorporated on July 26, 2001 and is governed under the laws of Australia. Our Company acquired
Losugen in accordance with the share purchase agreement dated December 21, 2010 read with the amendment

agreement to the share purchase agreement dated January 25, 2011. The registered office of Losugen is located at
KPMG Enterprise, Level 8, 235, St. George’s terrace, Perth, WA 6000, Australia.

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Nature of Business

The principle business of Losugen is, amongst others, engaging in the business of supplying of specialized abrasion
and wear-resistant products used in mineral beneficiation, mining and bulk solids handling industry.

Capital Structure and shareholding

The issued, subscribed and paid-up capital of Losugen is AUD 2 divided into 2 equity shares of no face value
each. Our Company through its subsidiary, Tega Holdings, indirectly holds the entire shareholding of Losugen.

Accumulated profits or losses not accounted for by our Company

As on the date of this Prospectus, there are no accumulated profits or losses of Losugen not accounted for by our
Company.

4, Tega Industries Inc.
Corporate Information

Tega Industries Inc. was incorporated on November 27, 2001, under laws of the State of Delaware. The registered
office of Tega Industries Inc. is located at 7100 N Camino Martin # 100, Tucson, AZ 85741, USA.

Nature of Business

The principle business of Tega Industries Inc. is, amongst others, engaging in the business of distribution and sale
of wear resistant rubber products to the mining and mineral processing and material handling industries under the
laws of the State of Delaware.

Capital Structure and shareholding

As on the date of this Prospectus, the authorized share capital of Tega Industries Inc. is USD 500,000, divided
into 5,000 equity shares of USD 100 each.

The issued, subscribed and paid-up capital of Tega Industries Inc. is USD 200,000 divided into 2,000 equity shares
of USD 100 each. Our Company holds the entire shareholding of Tega Industries Inc.

Accumulated profits or losses not accounted for by our Company

As on the date of this Prospectus, there are no accumulated profits or losses of Tega Industries
5. Tega Holdings Pty. Ltd (“Tega Holdings”)

Corporate Information

Tega Holdings was incorporated on December 3, 2010, and is governed under the laws of Australia. The registered
office of Tega Holdings is Unit 6, 57, Kent street, Cannington, WA, 6107, Australia.

Nature of Business

The principle business of Tega Holdings is, amongst others, engaging in the business of financing and investing
in the inter-company requirement only.

Capital Structure and shareholding

The issued, subscribed and paid-up capital of Tega Holdings is AUD 5,000 divided into 5,000 equity shares of no
face value each. Our Company through its subsidiary, Tega Holdings Pte, indirectly holds the entire shareholding
of Tega Holdings.

Accumulated profits or losses not accounted for by our Company

As on the date of this Prospectus, there are no accumulated profits or losses of Tega Holdings not accounted for
by our Company.

175
6. Tega Industries Canada Inc. (“Tega Canada”)
Corporate Information

Tega Canada was incorporated on August 27, 2007, and is governed under the laws of Canada. The registered office
of Tega Canada is located at Unit 1, 1305, Kelly Lake Road, Sudbury, Ontario P3E 5P5.

Nature of Business

The principle business of Tega Canada is, amongst others, engaging in the business of sale of mill liners, screen
media, conveyor accessories and accessories.

Capital Structure and shareholding
As on the date of this Prospectus, the authorized share capital of Tega Canada is unlimited.

The issued, subscribed and paid-up capital of Tega Canada is CAD 50,000 divided into 50,000 equity shares of
CAD 1 each. Our Company holds the entire shareholding of Tega Canada.

Accumulated profits or losses not accounted for by our Company

As on the date of this Prospectus, there are no accumulated profits or losses of Tega Canada not accounted for by
our Company.

7. Tega Investments Ltd.

Corporate Information

Tega Investments Ltd. was incorporated on May 2, 2006, and is governed under the laws of Bahamas. The registered
office of Tega Investments Ltd. is located at British American Insurance House, Second Floor, Marlborough Street,
P.O Box CB-12399, Nassau, Bahamas.

Nature of Business

The principle business of Tega Investments Ltd. is, amongst others, engaging in the business of investment within
the inter-company and the group company of the Company.

Capital Structure and shareholding

As on the date of this Prospectus, the authorized share capital of Tega Investments Ltd. is USD 50,000 divided
into 50,000 equity shares of USD 1 each.

The issued, subscribed and paid-up capital of Tega Investments Ltd. is USD 50,000 divided into 50,000 equity
shares of USD 1 each. Our Company holds the entire shareholding of Tega Investments Ltd.

Accumulated profits or losses not accounted for by our Company

As on the date of this Prospectus, there are no accumulated profits or losses of Tega Investments Ltd. not
accounted for by our Company.

8. Tega Investments South Africa Pty. Ltd (“Tega Investments Africa”)

Corporate Information

Tega Investments Africa was incorporated on April 19, 2006, and is governed under the laws of South Africa. The
registered office of Tega Investments Africa is located at 2 Uranium Road, Vulcania, Brakpan, Gauteng, 1554, P.O.
Box 268, Florida Hills, 1716.

Nature of Business

The principle business of Tega Investments Africa is, amongst others, engaging in the business of investing and
financing within the Tega group of Companies.

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Capital Structure and shareholding

As on the date of this Prospectus, the authorized share capital of Tega Investments Africa is ZAR 1,000, divided
into 1,000 ordinary shares of ZAR 1 each.

The issued, subscribed and paid-up capital of Tega Investments Africa is ZAR 400 divided into 400 ordinary shares
of ZAR 1 each. Our Company through its subsidiary, Tega Holdings Pte, indirectly holds the entire shareholding
of Tega Investments Africa.

Accumulated profits or losses not accounted for by our Company

As on the date of this Prospectus, there are no accumulated profits or losses of Tega Investments Africa not
accounted for by our Company.

9. Tega Do Brasil Servicos Technicos Ltda (“Tega Brasil”)
Corporate Information

Tega Brasil was incorporated on April 4, 2008, and is governed under the laws of Brazil. The registered office of
Tega Brasil is located at Avenida Eldes Scherrer Souza- No. 975 SL 1221, Parque Residencial Laranjeiras, Serra,
Espirito Santo, Brasil, CEP/ZIP 29165-680.

Nature of Business

The principle business of Tega Brasil is, amongst others, engaging in the business of marketing and supplying the
product required for mining, mineral processing and bulk handling.

Capital Structure and shareholding

As on the date of this Prospectus, the authorized share capital of Tega Brasil is R$ 500,000, divided into 500,000
equity shares of R$ 1 each.

The issued, subscribed and paid up share capital of Tega Brasil is R$ 450,547 divided into 450,547 equity shares
of R$ 1 each. Our Company, including through its nominee, holds the entire shareholding of Tega Brasil.

Accumulated profits or losses not accounted for by our Company

As on the date of this Prospectus, there are no accumulated profits or losses of Tega Brasil not accounted for by
our Company.

10. Tega Holdings Pte Ltd (“Tega Holdings Pte”)
Corporate Information

Tega Holdings Pte was incorporated on December 1, 2010, and is governed under the laws of Singapore. The
registered office of Tega Holdings Pte, is located at 9 Tamasek Boulevard #26-02A Suntec Tower Two, Singapore
(038989).

Nature of business

The principle business of Tega Holdings Pte, is, amongst others, engaging in the business of investing and
wholesale trade of variety of goods required for the use in mining and mineral and material handling industries.

Capital Structure and shareholding

The issued, subscribed and paid-up capital of Tega Holdings Pte, is SGD 12,350 divided into 12,350 ordinary
shares of no face value each, and USD 59,250,000, divided into 592,500 preference shares of no face value each.
Our Company holds the entire shareholding of Tega Holdings Pte.

Accumulated profits or losses not accounted for by our Company

As on the date of this Prospectus, there are no accumulated profits or losses of Tega Holdings Pte not accounted
for by our Company.

177
11. Tega Industries Australia Pty. Ltd. (“Tega Australia”)
Corporate Information

Tega Australia, was incorporated on June 11, 2002 and is governed under the laws of Australia. The registered office
of Tega Australia, is located at Unit 6, 57 Kent Street, Cannington, WA, 6107.

Nature of business

The principle business of Tega Australia, is, amongst others, engaging in the business of supplying of specialized
abrasion and wear-resistant products used in mineral beneficiation, mining and bulk solids handling industry.

Capital Structure and shareholding

The issued, subscribed and paid-up capital of Tega Australia is AUD 85,000 divided into 85,000 equity shares of
no face value each. Our Company holds the entire shareholding of Tega Australia.

Accumulated profits or losses not accounted for by our Company

As on the date of this Prospectus, there are no accumulated profits or losses of Tega Australia, not accounted for
by our Company.

12. Edoctum S.A (“Edoctum”)
Corporate Information

Edoctum was incorporated on June 1, 2007 and is governed under the laws of Chile. The registered office of Edoctum
is located at Rosario Sur 91, Las Condes, Santiago de Chile.

Nature of Business

The principle business of Edoctum is, amongst others, engaging in the business of organizing and realizing
business of technical events, courses, seminars and Congres.

Capital Structure and shareholding

The issued, subscribed and paid-up capital of Edoctum is CLP 6,247,142 divided into 900 ordinary shares of no
face value each. Our Company through its subsidiaries, Tega Chile and Tega Holdings Pte, holds 99.89% and
0.11% of the shareholding of Edoctum respectively, thereby indirectly holding the entire shareholding of
Edoctum.

Accumulated profits or losses not accounted for by our Company

As on the date of this Prospectus, there are no accumulated profits or losses of Edoctum not accounted for by our
Company.

13. Edoctum Peru S.A (“Edoctum Peru’)
Corporate Information

Edoctum Peru was incorporated on March 22, 2012 and is governed under the laws of Peru. The registered office of
Edoctum Peru, is located at Calle los manzanos 691, San Isidro, Lima, Peru .

Nature of Business

The principle business of Edoctum Peru, is, amongst others, engaging in the business of organising and realizing
business of technical events, courses, Seminars and Congres.

Capital Structure and shareholding

As on the date of this Prospectus, the authorized share capital of Edoctum Peru is PEN 1,000, divided into 1,000
equity shares of PEN 1 each.

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The issued, subscribed and paid-up capital of Edoctum Peru is PEN 1,000 divided into 1,000 equity shares of PEN
1 each. Our Company through its subsidiaries, Edoctum and Tega Chile, holds 99.99% and 0.01% of the
shareholding of Edoctum Peru respectively, thereby indirectly holding the entire shareholding of Edoctum Peru.

Accumulated profits or losses not accounted for by our Company

As on the date of this Prospectus, there are no accumulated profits or losses of Edoctum Peru, not accounted for
by our Company.

Joint Venture
As on the date of this Prospectus, our Company has a joint venture, namely Hosch India.
Corporate Information

Hosch India was incorporated as “Hosch Equipment (India) Pvt. Limited” on July 10, 1991, as a private limited
company under the Companies Act, 1956, pursuant to a certificate of incorporation, issued by the RoC. Hosch
India is registered as a “small enterprise” by the Ministry of Micro, Small and Medium Enterprises. Pursuant to the
conversion of Hosch India to a public limited company, and as approved by the Shareholders pursuant to a resolution
dated March 15, 2010, the name of Hosch India was changed to “Hosch Equipment (India) Limited”, and the RoC
issued a fresh certificate of incorporation dated July 16, 2010. The registered office of Hosch India is located at 807,
Godrej Waterside, Tower II, 8" Floor, Plot No. 5, Block DP, Salt Lake Electronics Complex, Sector V, Kolkata 700
091, West Bengal.

Nature of Business

The principle business of Hosch India is, amongst others, engaging in the business of conveyor components
including belt scrappers and accessories.

Capital Structure and shareholding

As on the date of this Prospectus, the authorized share capital of Hosch India is 22,500,000, divided into 250,000
equity shares of 710 each.

The issued, subscribed and paid-up capital of Hosch India Limited is %2,250,000 divided into 225,000 equity
shares of 210 each. Our Company, including through its nominees, holds 50% of the entire shareholding of Hosch
India.

Accumulated profits or losses not accounted for by our Company

As on the date of this Prospectus, there are no accumulated profits or losses of Hosch India, not accounted for by
our Company.

Agreements with Key Managerial Personnel, Director or any other employee

There are no agreements entered into by our Key Managerial Personnel or Director or Promoter or any other
employee of our Company, either by themselves or on behalf of any other person, with any shareholder or any
other third party with regard to compensation or profit sharing in connection with dealings in the securities of our
Company.

Guarantees given by our Promoter Selling Shareholders

Our Promoter Selling Shareholders have not given any guarantee to any third parties as on the date of this
Prospectus.

179
OUR MANAGEMENT

Under the Articles of Association, our Company is authorised to have a minimum of three directors and a
maximum of up to 12 Directors. As on the date of this Prospectus, our Company has seven Directors, comprising
three Executive Directors and four Non-Executive Director, all of which are Independent Directors. Additionally,
out of the four Independent Directors one is an independent woman director. The Chairman of our Board, Madan
Mohan Mohanka, is an Executive Director. The present composition of our Board and its committees is in
accordance with the corporate governance requirements provided under the Companies Act 2013 and the SEBI

Listing Regulations.

The following table sets forth details regarding our Board as on the date of this Prospectus:

 

Name, designation, address, occupation, date of birth, Age (in
nationality, term, period of directorship and DIN years)

Madan Mohan Mohanka 78
Designation: Chairman and Executive Director

Address: 146, Block — G, New Alipore, Kolkata — 700 053,
West Bengal, India

Occupation: Business
Date of birth: August 13, 1943
Nationality: Indian

Term: Five years with effect from March 1, 2017 (Liable to
retire by rotation)

Period of Directorship: Since the incorporation of our
Company

DIN: 00049388

Mehul Mohanka 46
Designation: Managing Director and Group CEO

Address: 146, Block ~ G, New Alipore, Kolkata — 700 053,
West Bengal, India

Occupation: Business
Date of birth: February 3, 1975

Nationality: Indian

Term: Five years with effect from April 12, 2018
Period of Directorship: Since June 6, 2002

DIN: 00052134

Directorships in other companies
Indian Companies

Hosch Equipment (India) Limited

Maple Orgtech (India) Limited

Marudhar Food & Credit Limited

MM Aqua Technologies Limited

M M Group Holdings Private Limited
MM _ Rosewood Buildinfra Private
Limited

Nihal Fiscal Services Private Limited
Tega Parks & Resorts Private Limited
TPW Engineering Limited
Trafalgar Consulting
Company Private Limited

International

Foreign Companies

Losugen
Tega Africa

Tega Chile

Tega Do Brasil Servicos Technicos Ltda.
Tega Holdings Pte. Ltd.

Tega Holdings Pty. Ltd.

Tega Industries Australia Pty Ltd.

Tega Industries Inc.

Tega Industries Canada Inc,

Tega Investment South Africa (Pty) Ltd.
Tega Investment Limited

Indian Companies

Maple Orgtech (India) Limited

Marudhar Food & Credit Limited

MM Aqua Technologies Limited

M M Group Holdings Private Limited

MM_ Rosewood Buildinfra Private

Limited

Nihal Fiscal Services Private Limited

«Tega Parks & Resorts Private Limited

¢ Trafalgar Consulting —_International
Company Private Limited

© West Bengal Industrial Development

Corporation Limited

Foreign Companies

Losugen
Tega Chile

Tega Do Brasil Servicos Technicos Ltda.
Tega Holdings Pte. Ltd.

 

180
 

Name, designation, address, occupation, date of birth, Age (in
nationality, term, period of directorship and DIN years)

Syed Yaver Imam* 62
Designation: Executive Director

Address: 9, Sambhu Babu Lane, Merlin Regent, 3" floor,
FL-3C, Entally, Kolkata — 700 014, West Bengal, India

Occupation: Service

Date of birth: May 19, 1959

Nationality: Indian

Term: Liable to retire by rotation

Period of Directorship: Since July 19, 2005

DIN: 00588381
Hemant Madhusudan Nerurkar 73

Designation: Independent Director

Address: 1201, Lodha Grandeur, Rahimatullah Sayanti
Road, Prabhadevi, Mumbai — 400 025, Maharashtra, India

Occupation: Director

Date of birth: October 20, 1948

Nationality: Indian

Term: Two years with effect from April 1, 2020
Period of Directorship: Since April 1, 2014

DIN: 00265887

Jagdishwar Prasad Sinha 58
Designation: Independent Director

Address: A4-263, Sobha Onyx, Near Agara Junction,
Sarjapur Road, Bangalore — 560 102, Karnataka, India

Occupation: Professional

Date of birth: December 29, 1962

Nationality: Indian

Term: Five years with effect from May 1, 2021"
Period of Directorship: Since May 1, 2021”

DIN: 02345086

Directorships in other companies

Tega Holdings Pty. Ltd.

Tega Africa

Tega Industries Australia Pty Ltd.

Tega Industries Inc.

Tega Industries Canada Inc.

Tega Investment South Africa (Pty) Ltd
Tega Investment Limited

Indian Companies

* — Hosch Equipment (India) Limited
Foreign Companies

Tega Africa

Tega Industries Australia Pty Ltd.

Tega Chile
Tega Investment South Africa (Pty.) Ltd

Indian Companies

¢ — Adani Airport Holdings Limited
« — Adani Enterprises Limited

Crompton Greaves Consumer Electricals
Limited

DEM Foods Limited

Igarashi Motors India Limited

NCC Limited

Skill Council for Mining Sector
Management and _— Entrepreneurship
Professional Skills Council

Trust Asset Management Private Limited
«TRL Krosaki Refractories Limited

Foreign Companies
© Tega Chile

© TRL Krosaki China Limited
Indian Companies

° Nil

Foreign Companies

e =6Nil

 

181
 

Name, designation, address, occupation, date of birth, Age (in

Directorships in other companies

nationality, term, period of directorship and DIN years)
Madhu Dubhashi 70 Indian Companies
Designation: Independent Director © Axis Finance Limited
Clean Science and Technology Limited
Address: B29, Gate No. 3, Abhimanshree Society, NCL © JM Financial Trustee Company Private
Pashan Road, Pune 411 008, Maharashtra, India Limited
/ / © Pudumjee Paper Products Limited
Occupation: Retired * Recommender Labs Private Limited
Sanghvi Movers Limited
Date of birth: February 6, 1951 ei BERgHYE Overs Sime
Foreign Companies
Nationality: Indian am Comp
/ y001# * Nil
Term: Two years with effect from May 1, 2021*
Period of Directorship: Since May 1, 2021*
DIN: 00036846
Rudolph Michael Edge 75 Indian Companies
Designation: Independent Director © Fives CAIL-KCP Limited

* Fuller Floate Edge Engineering OPC
Private Limited

  

Crystal Cove, Flat 11, 59 Satyadev Avenue, MRC
Shennai — 600 028, Tamil Nadu, India

Foreign Companies
Occupation: Retired company executive

© Edge Impex Pty. Ltd.
Date of birth: October 10, 1946

Nationality: Indian

Term: Two years with effect from April 1, 2020

Period of Directorship: Since March 27, 2014

DIN: 00626151

 

*syed Yaver Imam, who was designated as an Executive Director for the period from July 19, 2005 to May 31, 2019 and is currently an
Executive Director on our Board, has in the past been designated as a Non-executive director on our Board from June 1, 2019 to March 31,
2021. Our Board has redesignated him as an Executive Director with effect from April 1, 2021, in accordance with applicable law.
“Appointed through a resolution passed by our Board on April 30, 2021 and regularized pursuant to a resolution passed by our Shareholders
on August 7, 2021

Brief profiles of our Directors

Madan Mohan Mohanka is one of the Promoters of our Company, and the Chairman and Executive Director of
our Company. He holds a bachelor’s degree in science (engineering) from Ranchi University and a post graduate
diploma in business administration from Indian Institute of Management, Ahmedabad. He has been associated
with our Company since its incorporation.

Mehul Mohanka is one of the Promoters of our Company, and the Managing Director and Group CEO of our
Company. He holds a bachelor’s degree in commerce from University of Calcutta. He also holds a master’s degree
in business administration from the University of Pittsburgh. Further, he has completed an advanced management
program from Harvard Business School. He has been associated with the Indian Chamber of Commerce as a vice
president. He is associated with the mining and construction equipment division of Confederation of Indian
Industry as the chairman and is the co-chair of the national committee on mining of the Confederation of Indian
Industry. He was also the chairman of the West Bengal State Council of the Confederation of Indian Industry. He
has been associated with our Company since almost two decades and has been instrumental in diverse functions
of our Company, such as sales and operations.

Syed Yaver Imam is our Executive Director of our Company and has been designated as the Director — Global
Product Group, pursuant to an agreement dated May 31, 2019 entered into between our Company and Syed Yaver

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Imam. In the past, he has been designated as a Non-executive director on our Board from June 1, 2019 to March
31, 2021. Our Board has redesignated him as an Executive Director with effect from April 1, 2021, in accordance
with applicable law. He holds a bachelor’s degree in civil engineering from the Jadavpur University and has
completed a short-term course in mineral processing from Indian School of Mines, Dhanbad. He has been
associated with our Company since 2005.

Hemant Madhusudan Nerurkar is an Independent Director of our Company. He has completed a degree course
in metallurgy engineering from the University of Poona. He has been associated with our Company since 2014.

Jagdishwar Prasad Sinha is an Independent Director of our Company. He holds a bachelor’s degree in
technology (mechanical engineering) from Banaras Hindu University and a master’s degree in business
administration from the University of Pittsburgh. He has completed his term as an advanced leadership initiative
fellow from the Harvard University. He was previously associated with companies located in India and abroad,
including, The Tata Iron and Steel Company Limited, Tata Timken Limited, Timken India Limited, Schaeffler
Technologies AG & Co., Ace Automation Control Equipment Private Limited, Caparo Maruti Limited, and Tudor
India Limited.

Madhu Dubhashi is an Independent Director of our Company. She holds a bachelor’s degree in arts from the
University of Delhi and a post graduate diploma in business administration from the Indian Institute of
Management, Ahmedabad. She was previously associated with Global Data Services of India Limited.

Rudolph Michael Edge is an Independent Director of our Company. He holds a bachelor’s degree in technology
(chemical engineering) from Nagpur University. He was previously associated with FLSmidth Private Limited as
an executive vice chairman.

Arrangement or Understanding with major shareholders, customers, suppliers or others

There is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant
to which any of our Directors were appointed on the Board. For details, see “History and Certain Corporate
Matters” on page 170.

Relationship between Directors and Key Managerial Personnel

Except for Madan Mohan Mohanka and Mehul Mohanka who are related to each other as father and son, there is
no family relationship between any of our Directors, Key Managerial Personnel or any of our Directors and Key
Managerial Personnel.

Terms of Appointment of our Executive Directors
Madan Mohan Mohanka

Madan Mohan Mohanka was reappointed as the Chairman and the Executive Director of our Company for a
period of five years with effect from March 1, 2017, pursuant to resolutions passed by our Board and Shareholders
on February 2, 2017 and March 1, 2017, respectively, and an agreement dated March 1, 2017 entered into between
Madan Mohan Mohanka and our Company (“Executive Chairman’s Agreement’). Pursuant to the amendment
to the Executive Chairman’s Agreement dated August 13, 2019, the Shareholders’ resolution dated September 20,
2019 and the Board resolution dated November 10, 2021, Madan Mohan Mohanka is entitled to the following
remuneration and perquisites with effect from April 1, 2021.

Salary: 21.79 million per month

Special allowance: 20.80 million per month

Perquisites: The perquisites payable to Madan Mohan Mohanka are as follows —

i. House rent allowance: Equivalent to 50% of the salary or rent free furnished residential accommodation;

ii. Reimbursement of all expenses for using facilities and amenities such as air conditioners, stoves, geysers,
gas, electricity, water, etc.;

iii. Reimbursement of all expenses incurred (including insurance premium to medical benefits association)
and hospital, nursing, dental, optical treatment for Madan Mohan Mohanka and his family, subject to the

183
condition that the total costs thereof shall not exceed his one month’s salary in a year or three months’
salary over a period of three years. The term “family” shall mean spouse of Madan Mohan Mohanka;

iv. Leave travel concession to Madan Mohan Mohanka and his family once in a year to and from any
destination in India and/or abroad when proceeding on leave or returning therefrom in accordance with
the rules of the Company;

  

Vv. Subscription to clubs;

vi. Benefit of personal accident insurance;

vii. Earned leave encashment at the end of the tenure as per the rules of the Company;

viii. Provision of use of car by Madan Mohan Mohanka for Company’s business and telephone at his

residence (except for personal long distance calls);

ix. Reimbursement of all costs, charges and expenses that may be incurred by Madan Mohan Mohanka for
the purposes of the business of the Company

Additional incentive: Eligible for an additional incentive of up to 4.00 million or more for Financial Year 2022
based on his performance.

Mehul Mohanka

Mehul Mohanka was reappointed as the Managing Director and Group CEO of our Company for a period of five
years with effect from April 12, 2018, pursuant to resolutions passed by our Board and Shareholders on March
15, 2018 and October 23, 2018, respectively, and an agreement dated April 9, 2018 entered into between Mehul
Mohanka and our Company (“Managing Director’s Agreement’). Pursuant to the amendment to the Managing
Director’s Agreement dated August 13, 2019, the Shareholders’ resolution dated September 20, 2019 and the
Board resolution dated November 10, 2021, Mehul Mohanka is entitled to the following remuneration and
perquisites with effect from April 1, 2021.

Salary: %0.85 million per month
Perquisites: The perquisites payable to Mehul Mohanka are as follows —

i, Reimbursement of all expenses incurred (including insurance premium under the group medical
insurance policy of the Company) and hospital, nursing home, dental, optical treatment for Mehul
Mohanka and his family, subject to the condition that the total costs thereof shall not exceed his one
month’s salary in a year;

ii. Leave travel concession to Mehul Mohanka and his family once in a year to and from any destination in
India and/or abroad when proceeding on leave or returning therefrom in accordance with the rules of the
Company. The term “family” shall mean spouse of Mehul Mohanka, his dependent children and his
dependent parents;

iii. Subscription to clubs — fees of not more than two clubs but not admission and life membership fees
thereof;

iv. Benefit of personal accident insurance in accordance with Company’s rules;

v. Contribution to provident fund and superannuation fund;

vi. Gratuity, applicable, which shall not exceed half a month’s salary for each completed year of service;

vii. Earned leave encashment at the end of the tenure as per the rules of the Company;

viii. Provision of use of car by Mehul Mohanka for Company’s business and telephone at his residence (except

for personal long distance calls);

ix. Reimbursement of all costs, charges and expenses that may be incurred by Mehul Mohanka for the
purposes of the business of the Company;

184
x. Contribution of up to 10% of Mehul Mohankas’ salary per month to national pension scheme by the
Company;

Additional incentive: Eligible for an additional incentive of up to %4.00 million or more payable to Mehul
Mohanka basis the decision of the Nomination and Remuneration Committee for his performance.

Syed Yaver Imam

Pursuant to an agreement dated May 31, 2019 entered into between our Company and Syed Yaver Imam,
(‘Retainership Agreement”), he is entitled to receive a monthly retainership fee of 20.92 million which has been
revised to 21.08 million with effect from April 1, 2021 pursuant to a Board resolution passed on November 10,
2021. Pursuant to the Retainership Agreement, Syed Yaver Imam is also entitled to reimbursement of all
reasonable and necessary expenses in connection with performance of his duties. Further, he is entitled to
participate in any pre-agreed medical insurance plans, and his wife and two dependent children, along with him,
are entitled for coverage under a medi-claim floater policy. For details in relation to the success fee payable to
Syed Yaver Imam, see “— Bonus or profit sharing plan for our Directors” below

 

Compensation paid to our Executive Directors

The compensation details in relation to our Executive Directors for the Financial Year 2021 are set forth below:

 

Name of our Director Compensation paid (in @ million)
Mr. Madan Mohan Mohanka 41.46
Mr. Mehul Mohanka 12.65

 

Remuneration to our Non-Executive Directors and Independent Directors

Pursuant to a resolution passed by our Board on May 2, 2008, our Non-Executive Directors are entitled to receive
a sitting fee of 220,000 for attending each meeting of our Board.

Details of the sitting fees and commission paid to our Non-Executive Directors and Independent Directors in
Fiscal 2021 is set forth below:

 

Name of our Director” ‘Amount paid (im ¢ million)
Hemant Madhusudan Nerurkar 1.25
Rudolph Michael Edge 1.00
Syed Yaver Imam" 18.07

 

* Syed Yaver Imam, who was designated as an Executive Director for the period from July 19, 2005 to May 31, 2019 and is currently an
Executive Director on our Board, has in the past been designated as a Non-executive director on our Board from June 1, 2019 to March 31,
2021. Our Board has redesignated him as an Executive Director with effect from April 1, 2021, in accordance with applicable law.

Loans to Directors

No loans have been availed by our Directors from our Company.

None of the beneficiaries of loans, advances and sundry debtors are related to our Directors of the Company.
Bonus or profit sharing plan for our Directors

Our Company does not have a bonus or profit sharing plan for our Directors.

Pursuant to the Executive Chairman’s Agreement, as amended, Madan Mohan Mohanka is eligible to receive an
additional incentive basis the Company’s performance and his individual performance at the end of the financial
year. For details, see “~ Terms of Appointment of our Executive Directors - Madan Mohan Mohanka —
Additional incentive” above.

Pursuant to the Managing Director’s Agreement, as amended, Mehul Mohanka is eligible to receive an additional
incentive basis the Company’s performance and his individual performance at the end of the financial year. For
details, see “~ Terms of Appointment of our Executive Directors - Mehul Mohanka — Additional incentive”
above.

Pursuant to the Retainership Agreement, Syed Yaver Imam is entitled to receive a success fee of 26.70 million in
relation to achievement of over-all annual company targets including for achievement of targets in relation to our

185
Subsidiary, Tega Chile and performance in Australia. This determination of success fees is based on organisational
delivery and personal performance.

Shareholding of our Directors in our Company

Except as disclosed in “Capital Structure - Shareholding of our Directors and Key Managerial Personnel in
our Company ” on page 92, none of our Directors hold any Equity Shares in our Company as on the date of this
Prospectus. Our Directors are not required to hold any qualification shares in the Company.

Service contracts with Directors

Except the statutory benefits upon termination of their employment in our Company or superannuation, no officer
of our Company including Directors, are entitled to any benefit upon termination of employment or
superannuation. Except as disclosed below, there are no service contracts entered into with any Directors, which
provide for benefits upon termination of employment.

Pursuant to the Retainership Agreement, the legal heirs of Syed Yaver Imam, on termination of the Retainership
Agreement in the occasion of his death or disability in terms of the Retainership Agreement, are entitled to receive
a base compensation for all the days actually worked by Syed Yaver Imam prior to such termination, which remain
unpaid, as may be payable.

Contingent and deferred compensation payable to Directors

There is no contingent or deferred compensation payable to our Directors, which does not form part of their
remuneration.

Confirmations

None of our Directors are or were a director of any listed company during the last five years preceding the date of
this Prospectus, whose shares have been, or were suspended from being traded on any of the stock exchanges
during the term of their directorship in such company.

No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to
the firms, or companies in which they are interested in, by any person either to induce them to become or to help
them qualify as a Director, or otherwise for services rendered by them or by the firm or company in which they
are interested, in connection with the promotion or formation of our Company.

Except Madan Mohan Mohanka and Mehul Mohanka, none of our Directors are or was a director of any listed
company which has been or was delisted from any stock exchange during the term of their directorship in such
company. The details of the delisting are set forth below.

 

Particulars Details

Name of the company Marudhar Food & Credit Limited

Name of the stock exchange The Calcutta Stock Exchange Limited

Date of delisting on the stock exchange October 27, 2014

Compulsory or voluntary delisting Voluntary delisting

Reasons for delisting Voluntary delisting

Term of the directors in the company Madan Mohan Mohanka: 16 years, with effect from May 26, 2005

Mehul Mohanka: 16 years, with effect from May 26, 2005

 

Remuneration paid or payable to our Directors from our Subsidiaries

Except as disclosed below, none of our Directors has been paid any remuneration from our Subsidiaries, including
any contingent or deferred compensation accrued for Fiscal 2021.

 

Name of our Director ‘Name of the Subsidiary ‘Compensation paid (in % million)
Mehul Mohanka Tega Holdings Pte Lid 26.61

 

Interest of Directors

All our Executive Directors and Non-Executive Directors may be deemed to be interested to the extent of
remuneration and reimbursement of expenses, if any, payable to them by our Company and our Independent

186
Directors may be deemed to be interested to the extent of sitting fees and commission, if any, payable to them for
attending meetings of our Board or committees thereof.

Our Directors may be interested to the extent of Equity Shares, if any, held by them, their relatives (together with
other distributions in respect of Equity Shares), or held by the entities in which they are associated as partners, or
that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as
promoters, directors, partners, proprietors, members or trustees, pursuant to the Issue and any dividend and other
distributions payable in respect of such Equity Shares. For details, please see “— Shareholding of our Directors”
above.

Our Executive Directors, Madan Mohan Mohanka and Mehul Mohanka are interested in our Company by the
virtue of being our Promoters and by also being the directors on the board of and shareholders of our corporate
Promoter, Nihal Fiscal Services Private Limited. Further, our Executive Directors, Madan Mohan Mohanka and
Mehul Mohanka and our Non-Executive Director, Syed Yaver Imam may be interested in our Company by the
virtue of being the directors on the board of our Subsidiaries, and to the extent of benefits accruing to them
pursuant to the agreements entered into by them with our Company. For details, please see “— Terms of
Appointment of our Executive Directors”, “- Remuneration to Non-Executive Directors and Independent
Directors”, “— Service contracts with Directors” and “— Bonus or profit sharing plan for our Directors” above.

Interest in property

Except as stated below, none of our Directors are interested in any property acquired by our Company or proposed
to be acquired by it.

Our Company, has entered into an indenture of assignment of lease dated March 25, 2021 with TPW Engineering
Limited and West Bengal Electronics Industry Development Corporation Limited to acquire the leasehold rights
over office space situated on 8" Floor, Plot No. 5, Block DP, Sector V, Bidhannagar, Kolkata 700 091. Our
Directors, Madan Mohan Mohanka and Mehul Mohanka may be interested in the transaction to the extent of being
shareholders and directors of our Company and being shareholders and/ or directors of TPW Engineering Limited.

Interest in promotion of our Company

Except for Madan Mohan Mohanka and Mehul Mohanka, none of our Directors has any interest in the promotion
or formation of our Company, as on the date of this Prospectus.

Changes in our Board during the last three years

The changes in our Board during the three years immediately preceding the date of this Prospectus are set forth
below.

 

Name of Director Date of Change Reasons

Syed Yaver Imam June 1, 2019 Change in designation from Executive Director to
Non-Executive Director

Jaharlal Saha October 8, 2020 Cessation of directorship

Syed Yaver Imam April 1, 2021° Designated as an Executive Director

Jagdishwar Prasad Sinha May 1, 2021” Appointment as an Independent Director

Madhu Dubhashi May 1, 2021 Appointment as an Independent Director

Manju Mohanka August 3, 2021 Cessation of directorship

Dhiraj Poddar"* November 10, 2021 Cessation of directorship

 

* Syed Yaver Imam, who was designated as an Executive Director for the period from July 19, 2005 to May 31, 2019 and is currently an
Executive Director on our Board, has in the past been designated as a Non-executive director on our Board from June 1, 2019 to March 31,
2021. Our Board has redesignated him as an Executive Director with effect from April 1, 2021, in accordance with applicable law.
“Appointed through a resolution passed by our Board on April 30, 2021 and regularized pursuant to a resolution passed by our Shareholders
on August 7, 2021

"As the SHA and Part B of the Articles of Association will automatically terminate upon Allotment of Equity Shares, Mr. Dhiraj Poddar has
resigned as our Director prior to filing of the Red Herring Prospectus with the RoC.

Borrowing Powers

Pursuant to our Articles of Association, subject to applicable laws and pursuant to the Board resolution dated
August 22, 2014 and the special resolution passed by our Shareholders on September 29, 2014, our Board has
been authorised to borrow sums of money for or on behalf of the Company, from time to time, from any persons,
firms, bodies corporate, bankers, financial institutions or from other ways of advances, deposits, loans or otherwise

187
and whether unsecured or secured by mortgage, charge, hypothecation or lien or pledge on the Company’s assets,
whether moveable or immovable, so borrowed together with moneys, if any, already borrowed by the Company
(apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) will or may
exceed the aggregate of the paid capital of the Company and its free reserves which have not been set apart for
any specific purposes, provided that the total amount up to which the moneys may be borrowed whether in foreign
currency and/or Indian National Rupees, in whatever manner, for a sum not exceeding 25,000.00 million, together
with interest, compound interest, accumulated interest, liquidated damages, commitment charges, and such other
costs, charges, expenses, and other monies payable by the Company in terms of loans and any other documents
entered into or proposed to be entered into between the Company and the lenders, agents, financial/investment
institutions, banks, trustees, in respect to of the said loans/borrowings/debentures and containing such terms and
conditions and covenants in respect of enforcement of security as may be stipulated in that behalf and agreed to
between the Board and the lenders, agents, financial/investment institutions, banks and trustees.

Corporate Governance

As on the date of this Prospectus, there are eight Directors on our Board comprising three Executive Directors
and five Non-Executive Directors including four Independent Directors (including one woman Director) on our
Board. Our Board functions either as a full board or through various committees constituted to oversee specific
functions. Our Company is in compliance with the corporate governance norms prescribed under the SEBI Listing
Regulations and the Companies Act in relation to the composition of our Board and constitution of committees
thereof.

Our Company undertakes to take all necessary steps to continue to comply with all the applicable requirements of
SEBI Listing Regulations and the Companies Act.

Board committees

Our Company has constituted the following Board committees in terms of the SEBI Listing Regulations, and the
Companies Act:

(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders’ Relationship Committee;

(d) CSR Committee; and

(e) Risk Management Committee

Audit Committee

The Audit Committee was last reconstituted by a resolution of the Board dated November 10, 2021. The Audit

Committee is in compliance with Section 177 and other applicable provisions of the Companies Act and
Regulation 18 of the SEBI Listing Regulations. The Audit Committee currently comprises of:

1 Madhu Dubhashi, Independent Director (Chairperson);

2. Rudolph Michael Edge, Independent Director (Member);

3: Hemant Madhusudan Nerurkar, Independent Director (Member);
4, Jagdishwar Prasad Sinha, Independent Director (Member); and
5. Mehul Mohanka, Managing Director & Group CEO (Member)

Scope and terms of reference:

The Audit Committee shall be responsible for, among other things, as may be required by the stock exchange(s)
from time to time, the following:

188
Powers of Audit Committee

The Audit Committee shall have powers, including the following:

1.

2.

3.

4,

to investigate any activity within its terms of reference;
to seek information from any employee;
to obtain outside legal or other professional advice; and

to secure attendance of outsiders with relevant expertise, if it considers necessary

Role of Audit Committee

The role of the Audit Committee shall include the following:

1.

oversight of financial reporting process and the disclosure of financial information relating to Tega
Industries Limited (the “Company”) to ensure that the financial statements are correct, sufficient and
credible;

recommendation to the board of directors of the Company (the “Board” or “Board of Directors”) for
appointment, re-appointment, replacement, remuneration and terms of appointment of auditors of the
Company and the fixation of the audit fee;

approval of payment to statutory auditors for any other services rendered by the statutory auditors;

examining and reviewing, with the management, the annual financial statements and auditor’s report
thereon before submission to the Board for approval, with particular reference to:

(a) Matters required to be included in the director’s responsibility statement to be included in the
Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies Act,
2013;

(b) Changes, if any, in accounting policies and practices and reasons for the same;

(3) 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;

(6) Disclosure of any related party transactions; and

(g) Modified opinion(s) in the draft audit report.

reviewing, with the management, the quarterly, half-yearly and annual financial statements before
submission to the Board for approval;

reviewing, with the management, the statement of uses / application of funds raised through an issue
(public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than
those stated in the Offer document / prospectus / notice and the report submitted by the monitoring agency
monitoring the utilization of proceeds of a public or rights issue, and making appropriate
recommendations to the Board to take up steps in this matter;

reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit
process;

approval or any subsequent modification of transactions of the Company with related parties and
omnibus approval for related party transactions proposed to be entered into by the Company, subject to
the conditions as may be prescribed, by the independent directors who are members of the Audit
Committee;

189
10.

11.

12.

13.

14.

15.

16.

Iz:

18.

19.

20.

21.

22.

23.

Explanation: The term “related party transactions” shall have the same meaning as provided in Clause
(zc) of the SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies
Act, 2013.

scrutiny of inter-corporate loans and investments;
valuation of undertakings or assets of the Company, wherever it is necessary;
evaluation of internal financial controls and risk management systems;

reviewing, with the management, performance of statutory and internal auditors, and adequacy of the
internal control systems;

reviewing the adequacy of internal audit function, if any, including the structure of the internal audit
department, staffing and seniority of the official heading the department, reporting structure coverage
and frequency of internal audit;

discussion with internal auditors of any significant findings and follow-up thereon;

reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting
the matter to the Board;

discussion with statutory auditors before the audit commences, about the nature and scope of audit as
well as post-audit discussion to ascertain any area of concern;

looking into the reasons for substantial defaults in the payment to depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

reviewing the functioning of the whistle blower mechanism;

monitoring the end use of funds raised through public offers and related matters; overseeing the vigil
mechanism established by the Company, with the chairman of the Audit Committee directly hearing
grievances of victimization of employees and directors, who used vigil mechanism to report genuine
concerns in appropriate and exceptional cases;

approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other
person heading the finance function or discharging that function) after assessing the qualifications,
experience and background, etc. of the candidate;

reviewing the utilization of loans and/or advances from/investment by the holding company in the
subsidiary exceeding %1,000,000,000 or 10% of the asset size of the subsidiary, whichever is lower
including existing loans/ advances/ investments existing as on the date of coming into force of this
provision; and

considering and commenting on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the listed entity and its shareholders;

carrying out any other functions required to be carried out by the Audit Committee as may be decided
by the Board and/or as provided under the Companies Act, 2013, the SEBI Listing Regulations or any
other applicable law, as and when amended from time to time.

Audit Committee shall mandatorily review the following information:

1;

2:

Management discussion and analysis of financial condition and results of operations;

Statement of significant related party transactions (as defined by the Audit Committee), submitted by
management;

Management letters / letters of internal control weaknesses issued by the statutory auditors;

Internal audit reports relating to internal control weaknesses;

190
Ss The appointment, removal and terms of remuneration of the chief internal auditor; and
6. Statement of deviations in terms of the SEBI Listing Regulations:

(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) where the Equity Shares are proposed to be listed in terms of
the SEBI Listing Regulations;

(b) annual statement of funds utilised for purposes other than those stated in the offer document/
prospectus/ notice in terms of the SEBI Listing Regulations.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee was last reconstituted pursuant to a resolution passed by our Board
on November 10, 2021. The composition and terms of reference of the Nomination and Remuneration Committee
are in compliance with Section 178 and other applicable provisions of the Companies Act 2013 and Regulation
19 of the SEBI Listing Regulations. The Nomination and Remuneration Committee currently comprises of:

1. Hemant Madhusudan Nerurkar, Independent Director, (Chairperson);
2. Rudolph Michael Edge, Independent Director (Member); and
3. Madhu Dubhashi, Independent Director (Member)

Scope and terms of reference:
The Nomination and Remuneration Committee shall be responsible for, among other things, the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the board of directors of the Company (the “Board” or “Board of Directors”)
a policy relating to the remuneration of the directors, key managerial personnel and other employees
(“Remuneration Policy”);

2. Formulation of criteria for evaluation of performance of independent directors and the Board;
3. Devising a policy on Board diversity;
4, Identifying persons who are qualified to become directors and who may be appointed in senior

management in accordance with the criteria laid down, and recommend to the Board their appointment
and removal and carrying out evaluation of every director’s performance (including independent
director);

5. 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;

6. Recommend to the board, all remuneration, in whatever form, payable to senior management;
The Nomination and Remuneration Committee, while formulating the remuneration policy, should ensure that:

1. the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate
directors of the quality required to run the Company successfully;

191
relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and

remuneration to directors, key managerial personnel and senior management involves a balance between
fixed and incentive pay reflecting short and long term performance objectives appropriate to the working
of the Company and its goals.

perform such functions as are required to be performed by the Nomination and Remuneration Committee
under the SEBI (Share Based Employee Benefits) Regulations, 2014, including the following:

(a) administering the ESOP Scheme, 2021 (the “Plan”);

(b) determining the eligibility of employees to participate under the Plan;

( granting options to eligible employees and determining the date of grant;

(d) determining the number of options to be granted to an employee;

(e) determining the exercise price under the Plan;

(f) construing and interpreting the Plan and any agreements defining the rights and obligations of

the Company and eligible employees under the Plan, and prescribing, amending and/or
rescinding rules and regulations relating to the administration of the Plan;

(g) formulate detailed terms and conditions of the Plan;

(h) adopt rules and regulations for implementing the Plan from time to time;

@ determine the additional number of options to be granted to the employees;

(i) determine the vesting schedule within which the options shall vest with the employees;

(k) determine the conditions under which options vested in the employee may lapse in case of

termination of employment with cause;

@ determine the exercise period within which the participant should exercise the vested option and
the period within which the vested option should lapse on the failure to exercise the vested
options;

(m) determine the specified time period within which the participant shall exercise the vsested

options in event of termination or resignation of the participant;

(n) determine the right of a participant to exercise all the vested options at one time or various points
in time within the exercise period;

(0) determine the procedure for making a fair and reasonable adjustment to the number of options
and to the exercise price in case of corporate actions such as rights issue, bonus issues,
split/consolidation and others; in the regard the following shall be taken into consideration in
accordance with applicable laws;

(p) determine the grant, vesting and exercise of options in case of employees who are on long leave;
(q) determine the procedure for cash-less exercise of options, if any;

() alter/modify the vesting schedule and/or exercise price for subsequent grants;

(s) take any other actions and make any other determinations or decisions that it deems necessary

or appropriate in connection with the Plan or the administration or interpretation thereof;

(o) decide all other matters that must be determined in connection with an option under the Plan;
and
(u) administer and reconcile any inconsistency in the Plan.

192
5. frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as
amended from time to time, including:

(a) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
and

(b) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade
Practices Relating to the Securities Market) Regulations, 2003, by the trust, the Company and
its employees, as applicable.

6. carrying out any other activities as may be delegated by the Board of Directors of the Company functions
required to be carried out by the Nomination and Remuneration Committee as provided under the
Companies Act, 2013, the SEBI Listing Regulations or any other applicable law, as and when amended
from time to time.

Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee was constituted by a resolution of our Board dated April 30, 2021, in

compliance with Section 178 and any other applicable law of the Companies Act 2013 and Regulation 20 of the
SEBI Listing Regulations. The Stakeholders’ Relationship Committee currently comprises of:

1. Jagdishwar Prasad Sinha, Independent Director (Chairperson);
2. Syed Yaver Imam, Executive Director (Member);

3s Hemant Madhusudan Nerurkar, Independent Director (Member);
4, Mehul Mohanka, Managing Director & Group CEO (Member)

Scope and terms of reference:

The Stakeholders’ Relationship Committee shall be responsible for, among other things, as may be required by
the under applicable law, the following:

1. considering and looking into various aspects of interest of shareholders, debenture holders and other
security holders

2: resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.;

3. giving effect to allotment of Equity Shares, approval of transfer or transmission of Equity Shares,
debentures or any other securities;

4, issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.;
5. review of measures taken for effective exercise of voting rights by shareholders;
6. review of adherence to the service standards adopted by the listed entity in respect of various services

being rendered by the Registrar & Share Transfer Agent; and

Fe review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices
by the shareholders of the company.

8. carrying out any other functions required to be carried out by the Stakeholders’ Relationship Committee
as contained in the SEBI Listing Regulations or any other applicable law, as and when amended from
time to time

CSR Committee

The CSR Committee was reconstituted by a resolution of our Board dated April 30, 2021 and its composition and
terms of reference are in compliance with Section 135 and other applicable provisions of the Companies Act 2013.

193
The CSR Committee currently comprises of:

1,

2.

3.

Rudolph Michael Edge, Independent Director (Chairperson);
Madan Mohan Mohanka, Chairman and Executive Director (Member);

Syed Yaver Imam, Executive Director (Member);

Scope and terms of reference:

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,
as amended;

review and recommend the amount of expenditure to be incurred on the activities referred to in clause

(a);

monitor the corporate social responsibility policy of the Company and its implementation from time to
time; and

any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval
of the Board or as may be directed by the Board from time to time and/or as may be required under
applicable law, as and when amended from time to time.

Risk Management Committee

The Risk Management Committee was constituted by a resolution of our Board dated April 30, 2021 and its
composition and terms of reference are in compliance with the requirements under Regulation 21 of SEBI Listing
Regulations and other applicable provisions of the Companies Act 2013. The Risk Management Committee
currently comprises of:

1,

2.

3.

4,

Mehul Mohanka, Managing Director & Group CEO, (Chairperson);
Rudolph Michael Edge, Independent Director (Member);
Syed Yaver Imam, Executive Director (Member);

Manoj Kumar Agarwal, Director- Global Finance and CFO (Member)

Scope and terms of reference:

1,

Formulation of a detailed risk management policy which shall include: (a) a framework for identification
of internal and external risks specifically faced by the listed entity, in particular including financial,
operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or
any other risk as may be determined by the Risk Management Committee; (b) measures for risk
mitigation including systems and processes for internal control of identified risks; and (c) business
continuity plan;

Ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;

Monitor and oversee implementation of the risk management policy, including evaluating the adequacy
of risk management systems;

Periodically review the risk management policy, at least once in two years, including by considering the
changing industry dynamics and evolving complexity, and recommend for any amendment or
modification thereof, as necessary;

Keep the Board of directors of the Company informed about the nature and content of its discussions,
recommendations and actions to be taken;

Review the appointment, removal and terms of remuneration of the chief risk officer (if any); and

194
To implement and monitor policies and/or processes for ensuring cyber security;

Any other similar or other functions as may be laid down by Board from time to time and/or as may be
required under applicable law, as and when amended from time to time, including the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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

195
Management Organisation Structure

‘Madan Mohanka
(Chairman and Executive Director)

=

‘Mehul Mohanka
(Managing Director & Group CEO)

  

 

‘Manoj Kumar Kanjanabha
| OSearwal

 

Sudipta Bhowal
Manoj Kumar Sinha |_| Syed Yaver Imam Bhanu Sharma) General Manager— i ee
QancerOpeatzes [] Gaactvebanc) Yes Vea ey) aed Compas Diego Fane seca

Key Managerial Personnel

In addition to Madan Mohan Mohanka, Mehul Mohanka and Syed Yaver Imam, our Executive Directors, whose
details are provided in “~ Brief Profiles of our Directors” and “— Compensation paid to our Executive Directors”
above, the details of our other Key Managerial Personnel as on the date of this Prospectus are set forth below.

Manoj Kumar Agarwal is our Director Global Finance and Chief Financial Officer. He holds a bachelor’s degree
in commerce from university of Calcutta. He is a member of the Institute of Company Secretaries of India and the
Institute of Chartered Accountants of India. He joined our Company as President — Finance with effect from April
20, 2015 and has been associated with our Company for more than six years. He was previously associated with
Sesa Sterlite Limited for almost a decade. In Fiscal 2021, he received an aggregate compensation of 210.35 million
(which included 21.85 million for Fiscal 2020, paid in Fiscal 2021). Further, for Fiscal 2021, 22.45 million accrued
as the annual variable pay, which will be payable in Fiscal 2022.

Manoj Kumar Sinha is our Director Operations. He holds a bachelor’s degree in engineering from Sambalpur
University. He has been associated with our Company since September 28, 2015. He was previously associated
with Tata Engineering and Locomotive Company Limited, New Holland Tractors (India) Private Limited and
Sterling Generators Private Limited. In Fiscal 2021, he received an aggregate compensation of 210.17 million
(which included 21.93 million for Fiscal 2020, paid in Fiscal 2021). Further, for Fiscal 2021, 22.33 million accrued
as the annual variable pay, which will be payable in Fiscal 2022.

Kanjanabha Bhattacharyya is our President — Corporate Strategy. He holds a bachelor’s degree in metallurgical
engineering from Jadavpur University and post graduate diploma in computer-aided management from
Indian Institute of Management, Calcutta. He has been associated with our Company since April 5, 2021. He was
previously associated with Outotec India Private Limited, Boston Consulting Group (India) Private Limited and
Siemens VAI Metails Technology Private Limited. Since he joined our Company in Fiscal 2022, no amount was.
paid to him in Fiscal 2021.

Bhanu Sharma is our Senior Vice-President - Human Resources & Administration. He holds a bachelor’s degree
in science from the Panjab University, master’s degree in computer application from Punjab Technical University
and a post graduate diploma in management from Management Development Institute, Gurgaon. He has been
associated with our Company with effect from August 2, 2021. He was previously associated with Express
Knowledge Communications Solutions Private Limited and JSW Energy Limited. Since he joined our Company
in Fiscal 2022, no amount was paid to him in Fiscal 2021.

Sudipta Bhowal is the General Manager — Legal & Company Secretary of our Company. He is also the
compliance officer of our Company. He holds a bachelor’s degree in commerce from the Calcutta University and
in law from Sambalpur University along with a post graduate diploma in business administration from Symbiosis
Centre for Distance Learning. He is a member of the Institute of Company Secretaries of India and has completed
the secretarial modular training program organised by Eastern India Regional Council, Institute of Company
Secretaries of India. He has been associated with our Company since June 18, 2018 and has been our company
secretary with effect from September 1, 2018. He was previously associated with Haldia Petrochemicals Limited,

196
Kesoram Industries Limited and Globsyn Technologies Limited. In Fiscal 2021, he received an aggregate
compensation of 22.89 million (which included 20.49 million for Fiscal 2020, paid in Fiscal 2021). Further, for
Fiscal 2021, %0.56 million accrued as the annual variable pay, which will be payable in Fiscal 2022.

Status of Key Managerial Personnel
Except for our Executive Directors, all the Key Managerial Personnel are permanent employees of our Company.
Bonus or profit-sharing plan for the Key Managerial Personnel

Except for the payments and compensation required to be paid under the laws of India, there is no profit sharing
plan for the Key Managerial Personnel of our Company. However, our employees are paid annual variable pay
basis factors such as, organisational deliverables and personal performance, segregated in various bands. In Fiscal
2021, our Company has not granted any benefit on an individual basis to any of our Key Managerial Personnel
other than the remuneration paid to them and the compensation required to be paid under the laws of India for
such period.

Shareholding of Key Managerial Personnel in our Company

Except as disclosed in “Capital Structure - Shareholding of our Directors and Key Managerial Personnel in
our Company ” on page 92, none of our Key Managerial Personnel hold any Equity Shares in our Company as on
the date of this Prospectus.

Attrition of Key Managerial Personnel
The attrition of Key Managerial Personnel is not high in our Company compared to the industry.
Service Contracts with Key Managerial Personnel

Except as stated above under “— Service contracts with Directors”, our Company has not entered into any service
contracts, pursuant to which its Key Managerial Personnel, are entitled to benefits upon termination of
employment and except statutory benefits upon termination of their employment in our Company or
superannuation, no Key Managerial Personnel, is entitled to any benefit upon termination of employment or
superannuation.

Contingent and deferred compensation payable to Key Managerial Personnel

There is no contingent or deferred compensation payable to our Key Managerial Personnel, which does not form
part of their remuneration.

Arrangements and understanding with major shareholders, customers, suppliers or others

None of the Key Managerial Personnel of our Company has been appointed pursuant to any arrangement or
understanding with our major shareholders, customers, suppliers or others.

Interest of Key Managerial Personnel

Except as disclosed above in relation to our Executive Directors, none of our Key Managerial Personnel has any
interest in our Company except to the extent of their remuneration, shares allotted or options granted pursuant to
any employee stock option schemes, benefits, reimbursement of expenses incurred by them in the ordinary course
of business.

Changes in Key Managerial Personnel during the last three years

The changes in our Key Managerial Personnel during the three years immediately preceding the date of this
Prospectus are set forth below:

 

Name Date of change Reason
Rakhi Sarkar August 31, 2018 Cessation of services as the company secretary
Sudipta Bhowal September 1, 2018 Appointment as the company secretary

 

197
Employee stock option and stock purchase schemes

For details of the employee stock option scheme of our Company, see “Capital Structure — Employee Stock
Option Plan” on page 93.

Payment or Benefit to Key Managerial Personnel of our Company

No amount or benefit has been paid or given to any officer of our Company within the two years preceding the
date of this Prospectus or is intended to be paid or given, other than in the ordinary course of their employment.

198
PROMOTER AND PROMOTER GROUP

The Promoters of our Company are, Madan Mohan Mohanka, Manju Mohanka, Manish Mohanka, Mehul
Mohanka and NFSPL. As on the date of this Prospectus, our Promoters in aggregate hold 55,161,483 Equity
Shares, constituting 83.21% of the pre-Offer issued, subscribed and paid-up Equity Share capital of our Company.
For details of shareholding of our Promoters in our Company, see “Capital Structure” on page 79.

Details of our individual Promoters
Madan Mohan Mohanka

Madan Mohan Mohanka, born on August 13, 1943, is aged 78 years and
is a citizen of India. He resides at 146, Block- G, New Alipore, Kolkata 700
053. He is an Executive Director and Chairman of our Company. For
further details, see “Management - Brief Profiles of our Directors” on
page 182.

=

His PAN number is ABLPM7436J and his Aadhaar card number is 6122 2075 3918.
Manju Mohanka

Manju Mohanka, born on February 21, 1949, is aged 72 years and is a
citizen of India. She resides at 146, Block- G, New Alipore, Kolkata 700
053. Prior to her cessation of directorship on the Board of our Company,
Manju Mohanka was a Director on our Board from October 30, 2009 to
August 3, 2021. Further, she is also a director on the boards of TPW
Engineering Limited, Maple Orgtech (India) Limited and MM Rosewood
Buildinfra Private Limited.

A

Her PAN number is AEOPM9853P and her Aadhaar card number is 3667 8478 6213.
Manish Mohanka

Manish Mohanka, was born on May 20, 1971, is aged 50 years and is a
citizen of India. He resides at 146, Block- G, New Alipore, Kolkata 700
053. He holds a bachelor’s degree in commerce from University of
Calcutta. Manish Mohanka is a director on the board of TPW Engineering
Limited and MM Aqua Technologies Limited.

 

His PAN number is AEAPM1550K and his Aadhaar card number is 7023 4116 4647.

199
Mehul Mohanka

Mehul Mohanka, was born on February 3, 1975, is aged 46 years and is a
citizen of India. He resides at 146, Block- G, New Alipore, Kolkata 700
053. He is the Managing Director and Group CEO of our Company. For
details, see “Management - Brief Profiles of our Directors” on page 182.

doh

His PAN number is AFDPM0572R, driving license number is WB 011993588605 and his Aadhaar card number
is 7291 8701 0269.

Our Company confirms that the respective PAN numbers, bank account numbers and the passport numbers of
each of our individual Promoters, to the extent available have been submitted to the Stock Exchanges at the time of
filing of the Draft Red Herring Prospectus.

Change of control of our Company

While there has been no change in control of our Company in the last five years preceding the date of this
Prospectus, Mehul Mohaka and Manju Mohanka have been identified as Promoters of our Company, in addition
to Madan Mohan Mohanka, Manish Mohanka and NFSPL, pursuant to a resolution passed by our Board on April
30, 2021.

Details of our corporate Promoter
Nihal Fiscal Services Private Limited
Corporate Information

NFSPL was incorporated on April 30, 1996 under the Companies Act, 1956 as a private limited Company at
Kolkata, West Bengal, pursuant to a certificate of incorporation issued by the RoC. Its registered office is located
at 40/1A, Block-B, New Alipore, Kolkata 700 053. NFSPL has obtained a certificate of registration dated April
10, 2003 from the RBI to act as a NBFC (without accepting public deposits). It is primarily engaged in carrying
on the business of activities auxiliary to financial intermediation. There has been no change in the business of
NFSPL since its incorporation.

As on the date of this Prospectus, NFSPL holds 36,553,153 Equity Shares constituting 55.14% of the pre-Offer
Equity Share capital of our Company. For details in relation to the purchase of Equity Shares by NFSPL of our
Company, see “History and Certain Corporate Matters” and “Capital Structure” on pages 170 and 79,
respectively.

Promoters of our corporate Promoter

As on the date of this Prospectus, the promoters of NFSPL are:

1 Madan Mohan Mohanka

2, Manju Mohanka

3. Manish Mohanka

4. Marudhar Food & Credit Limited

Board of directors of our corporate Promoter

As on the date of this Prospectus, the board of directors of NFSPL comprises of:

200
1. Madan Mohan Mohanka; and
2, Mehul Mohanka.
Capital structure and shareholding pattern of our corporate Promoter

The issued, subscribed and paid-up capital of NFSPL is 221,284,430 divided into 2,128,443 equity shares of 710
each.

The shareholding pattern of NFSPL is as follows:

 

S.no. Name of Shareholders Number of equity shares __% of the total equity
share capital

ly Manju Mohanka 1,069,035 50.23

2. Madan Mohan Mohanka 289,940 13.62

3 Manish Mohanka 410,903 19.31

4. Marudhar Food & Credit Limited 356,755 16.76

5 Mehul Mohanka 1,810 0.08

Total 2,128,443 100.00

 

NFSPL has filed the Scheme before the NCLT for, among others, a proposed amalgamation with Marudhar, a
member of our Promoter Group. On approval of the Scheme in accordance with applicable law, the equity
shareholding of NFSPL in our Company will increase to the extent of the equity shareholding of Marudhar in our
Company. As on the date of this Prospectus, Marudhar holds 1.96% of our shareholding while NFSPL holds
55.14% of our shareholding and post the approval of the Scheme, the resultant shareholding of NFSPL will
aggregate to 57.10% of our issued, subscribed and paid-up share capital. For details, see “Risk Factors - One of
our Promoters, Nihal Financial Services Private Limited will undergo a corporate restructuring resulting in,
amongst others, a change in its equity shareholding in our Company. We cannot assure you that the relevant
approvals in relation to such corporate restructuring will be obtained or estimate the time involved in its
implementation.” on page 39.

Details of change in control

There has been no change in the control of NFSPL in the last three years preceding the date of this Prospectus.
Our Company confirms that the PAN, bank account number(s) and corporate registration number of NFSPL and
the address of the registrar of companies where our corporate Promoter is registered, have been submitted to the

Stock Exchanges at the time of filing the Draft Red Herring Prospectus.

Interests of our Promoters

 

Our Promoters are interested in our Company to the extent (i) that they have promoted our Company; (ii) in case
of individual Promoters, of being directors of our Company, our corporate Promoter and our Subsidiaries and
receiving sitting fees, remuneration, benefits and reimbursement of expenses payable to them in such capacity;
(iii) their shareholding and in case of individual Promoters, the shareholding of their relative in our Company; and
(iv) the dividends payable (if any) and other distributions in respect of the Equity Shares held by them. For details
on aforementioned directorships of our individual Promoters and shareholding of our Promoters in our Company,
see “Our Management” and “Capital Structure — Notes to Capital Structure — History of the Equity Share
Capital held by our Promoters” on pages 180 and 84, respectively. For further details of interest of our Promoters
in our Company, see “Financial Information” beginning on page 207.

Except as stated under “Our Management - Interest of Directors - Interest in property”, our Promoters have no
interest in any property acquired by our Company during the three years preceding the date of this Prospectus, or
proposed to be acquired, or in any transaction by our Company for acquisition of land, construction of building
or supply of machinery.

Our Promoters are not interested as members of a firm or company (other than our Company) and no sum has
been paid or agreed to be paid to our Promoters or to such firm or company in cash or shares or otherwise by any
person, either to induce any of our Promoters to become, or qualify them as a director, or otherwise, for services
rendered by such Promoter(s) or by such firm or company in connection with the promotion or formation of our
Company.

201
Payment of Benefits to our Promoters or Promoter Group

Except as stated otherwise in “Our Management - Compensation paid to our Executive Directors”, “- Interests
of our Promoter” and ‘Financial Information” on pages 185, 201 and 207, respectively, no benefit or amount
has been given or paid to our Promoters or members of our Promoter Group within the two years immediately
preceding the date of filing this Prospectus or is intended to be paid or given to our Promoters or members of our
Promoter Group.

Experience in the business of our Company

For details in relation to experience of Madan Mohan Mohanka and Mehul Mohanka in the business of our
Company, see “Our Management — Brief Profiles of Directors” on page 182. For details in relation to experience
of Manju Mohanka, Manish Mohanka and NFSPL in the business of our Company, see “ — Details of our
Promoters” above.

Material Guarantees

Our Promoters have not given any material guarantee to any third party with respect to the Equity Shares, as on
the date of this Prospectus.

Companies or Firms with which our Promoters have disassociated in the last three years

Except as disclosed below, our Promoters have not disassociated themselves from any company or firm during
the last three years preceding the date of this Prospectus.

 

‘Name of the Entity Reason for Disassociation Date of Disassociation
‘Tega Scanning Solutions Inc. __ Divestment of Stake January 15, 2019

 

Promoter Group

As on the date of this Prospectus, the following is the list of persons constituting the promoter group of our
Company:

Individuals forming part of the Promoter Group

As on the date of this Prospectus, the persons forming a part of our Promoter Group (other than our individual
Promoters), are as follows:

 

S.no. Name of Promoter Name of relative Relationship
1. Madan Mohan Mohanka Nil
2. Manju Mohanka Nil
3 Manish Mohanka Nil
4. Mehul Mohanka Arvan Mohanka Son
Amarya Mohanka Daughter

 

Nameeta Radhu and her parents, Deo Raj and Nirupama Raj disassociated with our Promoter, Mehul Mohanka
and therefore have not been considered within the definition of ‘promoter group’ under Regulation 2(1)(pp) of the
SEBI ICDR Regulations. SEBI, by letter dated October 29, 2021 gramted exemption to our Company from
including Nameeta Radhu and her parents, Deo Raj and Nirupama Raj as members of the Promoter Group.

Entities forming part of the Promoter Group

As on the date of this Prospectus, the entities forming a part of our Promoter Group (other than our corporate
Promoter), as follows:

202
 

S.no. Name of entity

n Maple Orgtech (India) Limited”

2. Marudhar™

3. MM Aqua Technologies Limited”

4 MM Group Holding Private Limited

5. MM Rosewood Buildinfra Private Limited

6. Tega Parks and Resorts Private Limited

7. TPW Engineering Limited

8. Trafalgar Consulting International Company Private Limited

“In accordance with the Scheme MM Aqua Technologies Limited and Maple Orgtech (India) Limited will de-merge from NFSPL. to

amalgamate with MM Group Holdings Private Limited. For details, see “Risk Factors - One of our Promoters, Nihal Financial Services

Private Limited will undergo a corporate restructuring resulting in, amongst others, a change in its equity shareholding in our Company.

We cannot assure you that the relevant approvals in relation to such corporate restructuring will be obtained or estimate the time involved

in its implementation. ” on page 39.

“* Post the approval of the Scheme in accordance with applicable law, Marudhar will amalgamate with NFSPL and will cease to exist as a
member of our Promoter Group. For details, see “- Description of corporate Promoter” above.

 

203
GROUP COMPANIES

As per the SEBI ICDR Regulations and the applicable accounting standards, for the purpose of identification of
group companies, our Company has considered (i) the companies (other than the Promoters and Subsidiaries) with
which there are related party transactions as disclosed in the Restated Consolidated Financial Information; and
(ii) other companies considered material by our Board pursuant to the Materiality Policy. In accordance with our
Materiality Policy, for the purposes of disclosure in this Prospectus, our Company has considered the companies
(other than Promoters and Subsidiaries) with which there were related party transactions, during the period for
which Restated Consolidated Financial Information is disclosed in this Prospectus and any other companies as
may be considered as material by the Board.

Accordingly, as on the date of this Prospectus, our Board has identified four Group Companies, the details of
which are set forth below:

1. Hosch Equipment (India) Ltd;

2. Maple Orgtech (India) Limited;

3. MM Aqua Technologies Limited; and
4. TPW Engineering Limited

Details of our Group Companies
Hosch India

The registered office of Hosch India is situated at 807, Godrej Waterside, Tower II, 8"" Floor, Plot No. 5, Block DP,
Salt Lake Electronics Complex, Sector V, Kolkata 700 091, West Bengal.

The details of the reserves (excluding revaluation reserves), sales, profit/(loss) after tax, basic earnings per share,
diluted earnings per share and net asset value per share derived from the audited financial statements of Hosch
India for financial years ended March 31, 2021, March 31, 2020 and March 31, 2019 in terms of the SEBI ICDR
Regulations are available on its website at https://hoschonline.com/

Maple Orgtech (India) Limited (“Maple Orgtech”)
The registered office of Maple Orgtech is situated at 147, Block-G, New Alipore, Kolkata- 700 053, West Bengal.

The details of the reserves (excluding revaluation reserves), sales, profit/(loss) after tax, basic earnings per share,
diluted earnings per share and net asset value per share derived from the audited financial statements of Maple
Orgtech for financial years ended March 31, 2021, March 31, 2020 and March 31, 2019 in terms of the SEBI
ICDR Regulations are available on its website at https://www.mapleorgtech.com/.

MM Aqua Technologies Limited (“MM Aqua”)
The registered office of MM Aqua is situated at Behrampur Road, Khandsa, Gurgaon -122 001, Haryana.

The details of the reserves (excluding revaluation reserves), sales, profit/(loss) after tax, basic earnings per share,
diluted earnings per share and net asset value per share derived from the audited financial statements of MM Aqua
for financial years ended March 31, 2021, March 31, 2020 and March 31, 2019 in terms of the SEBI ICDR
Regulations are available on its website at https://mmaqua.in/.

TPW Engineering Limited (“TPW Engineering”)

The registered office of TPW Engineering is situated at 40/1A, Block-B, New Alipore, Kolkata-700 053, West
Bengal.

The details of the reserves (excluding revaluation reserves), sales, profit/(loss) after tax, basic earnings per share,
diluted earnings per share and net asset value per share derived from the audited financial statements of TPW
Engineering for financial years ended March 31, 2021, March 31, 2020 and March 31, 2019 in terms of the SEBI
ICDR Regulations are available on its website at http://tpwengineering.in/.

204
Interests of our Group Companies
As on the date of this Prospectus:
a. Our Group Companies do not have any interest in the promotion or formation of our Company.

b. Except as set forth in “Restated Consolidated Financial Information — Annexure V — Note 46”
beginning on page 287, our Group Companies do not have any interest in any property acquired by our
Company within the three years immediately preceding the date of filing this Prospectus or proposed to
be acquired by our Company as on the date of filing this Prospectus.

C. Our Group Companies do not have any interest in any transaction by our Company pertaining to
acquisition of land, construction of building and supply of machinery, etc.

Except as set forth in “Restated Consolidated Financial Information— Annexure V — Note 46” beginning on
page 287, our Group Companies have no business interest in our Company.

Common Pursuits between our Group Companies and our Company
There are no common pursuits between our Group Companies and our Company.
Related business transactions

Except as set forth in “Restated Consolidated Financial Information — Annexure V — Note 46” beginning on
page 287, there are no related business transactions with our Group Companies.

Litigation involving our Group Companies

As on the date of this Prospectus, there are no litigation involving our Group Companies which has a material
impact on our Company.

205
DIVIDEND POLICY

The declaration and payment of dividend on our Equity Shares, if any, will be recommended by our Board and
approved by our Shareholders, at their discretion, subject to the provisions of our Articles of Association and the
applicable laws including the Companies Act, 2013 together with the applicable rules issued thereunder. The
dividend distribution policy of our Company was approved and adopted by our Board on August 3, 2021
(“Dividend Policy”). In terms of the Dividend Policy, the dividend, if any, will depend on a number of internal
and external factors, which, amongst others, include, (i) consolidated net operating profit after tax; (ii) capital
expenditure requirements; (iii) resources required to fund acquisitions and / or new businesses; (iv) cash flow
required to meet contingencies; (v) prevailing legal requirements, regulatory conditions or restrictions laid down
under the applicable laws including tax laws; (vi) dividend pay-out ratios of companies in the same industry; and
(vii) significant changes in macro-economic environment materially affecting the business in which the Company
is engaged in the geographies in which the Company operates. Further, our Board may not declare or recommend
dividend for a particular period if it is of the view that it would be prudent to conserve capital for the then ongoing
or planned business expansion or other factors which may be considered by the Board.

We have not declared and paid any dividends on the Equity Shares in any of the three Financial Years preceding
the date of the Draft Red Herring Prospectus and until the date of this Prospectus. However, we have paid an
amount of 2500.00 as dividend in relation to the CCPP in accordance with the SHA, in each of the Financial Years
ended March 31, 2019, March 31, 2020 and March 31, 2021. The dividend history in the past is not necessarily
indicative of our dividend amounts, if any, in the future.

206
SECTION V - FINANCIAL INFORMATION
RESTATED CONSOLIDATED FINANCIAL INFORMATION

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Price Waterhouse & Co Bangalore LLP
Chartered Accountants

To

The Board of Directors
Tega Industries Limited
147, Block-G, New Alipore
Kolkata- 700 053

Independent Auditor’s Examination Report on Restated Consolidated Financial
Information in connection with the Initial Public Offering of Tega Industries Limited

Dear Sirs,
1. This report is issued in accordance with the terms of our agreement dated August 10, 2021.

2. We have examined the attached Restated Consolidated Financial Information, expressed in Indian
Rupees in millions of Tega Industries Limited (hereinafter referred to as the “Company” or the
“Holding Company” or the “Issuer”) and its subsidiaries (the Company and its subsidiaries
together referred to as the “Group") and its joint venture, comprising:

(a) the “Restated Consolidated Statement of Assets and Liabilities” as at June 30, 2021, March
31, 2021, March 31, 2020 and March 31, 2019 (enclosed as Annexure I);

(b) the “Restated Consolidated Statement of Profit and Loss” for the three months period ended
June 30, 2021 and for the years ended March 31, 2021, March 31, 2020 and March 31, 2019
(enclosed as Annexure II);

(c) the “Restated Consolidated Statement of Changes in Equity” for the three months period
ended June 30, 2021 and for the years ended March 31, 2021, March 31, 2020 and March 31,
2019 (enclosed as Annexure III);

(d) the “Restated Consolidated Statement of Cash Flows” for the three months period ended
June 30, 2021 and for the years ended March 31, 2021, March 31, 2020 and March 31, 2019
(enclosed as Annexure IV);

(e) the “Notes to Restated Consolidated Financial Information” for the three months period
ended June 30, 2021 and for the years ended March 31, 2021, March 31, 2020 and March 31,
2019 (enclosed as Annexure V); and

(f) Statement of Adjustments to Audited Special Purpose Interim Consolidated Financial
Statements as at and for the three months period ended June 30, 2021 and Audited
Consolidated Financial Statements as at and for the years ended March 31, 2021, March 31,
2020 and March 31, 2019 (enclosed as Annexure VI);

(hereinafter together referred to as the “Restated Consolidated Financial Information”), prepared
by the Management of the Company in connection with the Proposed Initial Public Offering of
Equity Shares of the Company (the “IPO” or “Issue”) in accordance with the requirements of:

i. Section 26 of the Companies Act, 2013 (the “Act”) as amended from time to time;

ii. Paragraph (A) of Clause 11 (1) of Part A of Schedule VI of the Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended to
date (the “SEBI ICDR Regulations”) issued by the Securities and Exchange Board of India (the
“SEBI”); and

iii. the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the
Institute of Chartered Accountants of India (“ICAI”), as amended from time to time (the
“Guidance Note”).

Price Waterhouse & Co Bangalore LLP, Plot No. 56 & 57, Block DN, Sector V, Salt Lake, Kolkata - 700 091, India

T: +91 (33) 44001111 / 44662000, F: +91 (33) 44043065

Registered office and Head office: Sth Floor, Tower D, The Millenia, 1 & 2 Murphy Road, Ulsoor, Bangalore - 560 008

Price Waterhouse & Go Bangalore LLP (LLP IN: AAC-6284) is registered as a Limited Liability Partnership (LLP), Price Waterhouse & Co., Bangalore has converted

from partnership firm to an LLP effective August 25, 2014, Its registration number with ICAI after said conversion as LLP is 007567S/S200012 (registration number
before conversion was 007567S)
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Price Waterhouse & Co Bangalore LLP
Chartered Accountants

The said Restated Consolidated Financial Information has been approved by the Board of Directors
of the Company at their meeting held on November 10, 2021 for the purpose of inclusion in the Red
Herring Prospectus (“RHP”) and the Prospectus (the “Prospectus”) and has been initialed by us for
identification purposes only.

Management’s Responsibility for the Restated Consolidated Financial Information

3-

The preparation of the Restated Consolidated Financial Information, for the purpose of inclusion
in the RHP and the Prospectus to be filed with Securities and Exchange Board of India (“SEBI”),
BSE Limited (“BSE”), National Stock Exchange of India Limited (“NSE”) and the Registrar of
Companies, West Bengal at Kolkata (the “ROC”) in connection with the proposed IPO, is the
responsibility of the Management of the Company. The Restated Consolidated Financial
Information have been prepared by the Management of the Company on the basis of preparation
stated in Note 2.1 to the Restated Consolidated Financial Information in Annexure V. The
Management's responsibility includes designing, implementing and maintaining internal control
relevant to the preparation and presentation of the Restated Consolidated Financial Information.
The Management is also responsible for identifying and ensuring that the Company, its
subsidiaries and its joint venture comply with the Act, SEBI ICDR Regulations and the Guidance
Note.

Auditor’s Responsibilities

4

Our work has been carried out considering the concepts of test checks and materiality to obtain
reasonable assurance based on verification of evidence supporting the Restated Consolidated
Financial Information in accordance with the Guidance Note on Reports in Company
Prospectuses (Revised 2019) and other applicable authoritative pronouncements issued by the
Institute of Chartered Accountants of India and pursuant to the requirements of Section 26 of the
Act, and the SEBI ICDR Regulations. Our work was performed solely to assist you in meeting
your responsibilities in relation to your compliance with the Act, the SEBI ICDR Regulations and
the Guidance Note in connection with the Issue.

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.

Our examination of the Restated Consolidated Financial Information has not been carried out in
accordance with the auditing standards generally accepted in the United States of America,
standards of the Public Company Accounting Oversight Board and accordingly should not be
relied upon by any one as if it had been carried out in accordance with those standards or any
other standards besides the standards referred to in this report.

The Restated Consolidated Financial Information, expressed in Indian Rupees in millions (INR
Millions), has been prepared by the Company’s Management from:

(a) the Audited Special Purpose Interim Consolidated Financial Statements of the Group and
its joint venture as at and for the three months period ended June 30, 2021 prepared in
accordance with Indian Accounting Standard (Ind AS) 34 "Interim Financial Reporting",
specified under section 133 of the Act read with Companies (Indian Accounting Standards)
Rules 2015, as amended, and other accounting principles generally accepted in India,
except for inclusion of comparative information, as those are not being given in the
Restated Consolidated Financial Information pursuant to the exemption available to the
Issuer under Paragraph (A)(i) of Clause 11 (I) of Part A of Schedule VI of the SEBI ICDR
Regulations, which have been approved by the Board of Directors at their meeting held on
November 10, 2021.

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Chartered Accountants

(b) the Audited Consolidated Financial Statements of the Group and its joint venture as at and
for the years ended March 31, 2021, March 31, 2020 and March 31, 2019 prepared in
accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed
under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules
2015, as amended, and other accounting principles generally accepted in India, which
have been approved by the Board of Directors at their meeting held on August 3, 2021,
September 18, 2020 and August 13, 2019, respectively.

8. For the purpose of our examination, we have relied on:

(a) the Auditor’s report issued by us dated November 10, 2021 on the special purpose interim
consolidated financial statements of the Group and its joint venture as at and for the three
months period ended June 30, 2021 as referred in paragraph 7(a) above, on which we issued
a modified opinion vide our report dated November 10, 2021, modified with regard to non-
furnishing of comparative financial information, which are not being presented in the
Restated Consolidated Financial Information pursuant to the exemption of not presenting the
comparative financial information availed by the Issuer as per clause Paragraph (A)(i) of
Clause 11 (I) of Part A of Schedule VI of SEBI ICDR Regulations;

(b) the Auditor's reports issued by us on the consolidated financial statements as at and for the
years ended March 31, 2021, March 31, 2020 and March 31, 2019 as referred in Paragraph
7(b) above, on which we issued an unmodified opinion vide our reports dated August 3, 2021,
September 18, 2020 and August 13, 2019, respectively; and

(c) the Auditor's reports for Tega Industries Chile SpA, a subsidiary of the Company:

i) issued by the erstwhile auditors on its consolidated financial statements as at and for the
year ended March 31, 2019 and consolidated financial information as at and for the year
ended March 31, 2020, on which they issued an unmodified audit opinion vide their
reports dated June 26, 2019 and August 26, 2020, respectively. We have examined:

a. the Ind AS adjustments and the adjustments for restatements to be done in
accordance with SEBI ICDR Regulations and the Guidance Note, made to the Audited
Consolidated Financial Statements of the subsidiary as at and for the year ended
March 31, 2019, as required for the purposes of Restated Consolidated Financial
Information; and

b. the adjustments made to the Audited Consolidated Financial Information of the
subsidiary as at and for the year ended March 31, 2020, for restatements to be done
in accordance with SEBI ICDR Regulations and the Guidance Note, as required for
the purposes of Restated Consolidated Financial Information.

ii) issued by the current auditors on consolidated specific financial information as at and for
the years ended March 31, 2019 and March 31, 2020, on which they issued an unmodified
audit opinion vide their report dated November 9, 2021.

9. We have not audited any financial statements or examined any restated consolidated financial
information of the Group and its joint venture as of any date or for any period subsequent to June
30, 2021. Accordingly, we do not express any opinion on the financial position, results or cash
flows of the Group and its joint venture as of any date or for any period subsequent to June 30,
2021.

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Chartered Accountants

Opinion

10. Based on our examination and according to the information and explanations given to us and also

iL.

12,

13.

as per the reliance placed on the examination report submitted by the other auditors for the
respective period / years as referred to in paragraph 16, we report that the Restated Consolidated
Financial Information:

a. have been prepared in accordance with the Act, the SEBI ICDR Regulations and the Guidance
Note;

b. have been prepared after incorporating adjustments in respect of changes in the accounting
policies, material errors and regrouping / reclassifications, as may be applicable,
retrospectively (as disclosed in Annexure VI to the Restated Consolidated Financial
Information) to reflect the same accounting treatment as per the accounting policies as at
and for the three months period ended June 30, 2021, for all the reporting periods; and

c¢. donot require any adjustments for the matter giving rise to modification in our auditor's report
on the special purpose interim consolidated financial statements as at and for the three months
period ended June 30, 2021, as mentioned in paragraph 8(a) above, and there are no
qualifications in our auditor’s reports on the consolidated financial statements as at and for
the years ended March 31, 2021, March 31, 2020 and March 31, 2019, as mentioned in
paragraph 8(b) above, which require any adjustments.

The Restated Consolidated Financial Information do not reflect the effects of events that occurred
subsequent to the respective dates of the reports on the audited special purpose interim
consolidated financial statements and the audited consolidated financial statements mentioned in
paragraph 8(a) and 8(b) above respectively.

This report should not in any way be construed as a re-issuance or re-dating of any of the audit
reports issued by us or other auditors on the Special Purpose Interim Consolidated Financial
Statements and on the Consolidated Financial Statements of the Group and its joint venture, or
any components included in those financial statements as may be applicable, for the reporting
periods.

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

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Chartered Accountants

Emphasis of Matter

14. We draw your attention to the following:

@

Gi)

Note 49 to the Restated Consolidated Financial Information regarding the accounting
treatment of certain equity shares and compulsorily convertible participatory preference
shares ("CCPP") presented as equity share capital and preference share capital respectively
and the premium thereon presented under securities premium account in the Restated
Consolidated Financial Information, in accordance with the requirements of the Companies
Act, 2013. Such presentation and measurement is not in accordance with Ind AS 32
‘Financial Instruments: Presentation’ and Ind AS 109 ‘Financial Instruments’ which
requires the presentation of these equity shares, CCPP and the securities premium as a
financial liability in its entirety, given the obligation on the Holding Company to buy-back
these equity shares and CCPP from the holders and subsequent changes in measurement of
financial liability to be recognised in the Restated Consolidated Statement of Profit and Loss.
Further, the relevant disclosures required under Ind AS 107 ‘Financial Instruments:
Disclosures’ and under Ind AS 1 'Presentation of financial statements’ for these equity shares
and CCPP have not been made in the Restated Consolidated Financial Information in view
of the reasons set out in the aforesaid Note. Our opinion is not modified in respect of this
matter.

Note 49 referred above corresponds to Note 47 in the Special Purpose Interim Consolidated
Financial Statements for the three months period ended June 30, 2021 and Note 49 in the
Consolidated Financial Statements for the year ended March 31, 2021. The above emphasis
of matter paragraph has also been included in the auditor’s reports dated November 10,
2021 and August 3, 2021 issued by us on the said Special Purpose Interim Consolidated
Financial Statements of the Company for the three months period ended June 30, 2021 and
Consolidated Financial Statements of the Company for the year ended March 31, 2021

respectively.
The auditor's report issued by us dated November 10, 2021 on the Special Purpose Interim
Consolidated Financial Statements of the Group and its Joint Venture as at and for the three

months period ended June 30, 2021 included the following Emphasis of Matter paragraph,
which has been reproduced below:

“We draw your attention to Note 51 (d) to the Special Purpose Interim Consolidated Financial
Statements regarding non-settlement of foreign currency payables as at June 30, 2021
amounting to INR 5.84 million and INR 0.47 million outstanding beyond the time period
permitted under the Master Direction on Import of Goods and Services vide FED Master
Direction No. 17/ 2016-17 dated January 1, 2016 (as amended), issued by the Reserve Bank of
India (RBI), with respect to Merchanting Trade Transaction (MTT) and other import dues
respectively. The holding company has submitted application to AD bank seeking RBI approval
for extension of time for making payment for aforesaid foreign currency payables other than
amount outstanding with respect to MTT, for which approval for making payment has been
sought. Our opinion is not modified in respect of this matter.”

Note 51 (d) referred above corresponds to Note 53 (d) in Annexure V in the Restated
Consolidated Financial Information.

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(ii)

Gv)

The auditor's report issued by us dated September 18, 2020 on the Consolidated Financial
Statements of the Group and its joint venture as at and for the year ended March 31, 2020
included the following Emphasis of Matter paragraph, which has been reproduced below
(also refer Note 48 to the Restated Consolidated Financial Information in Annexure V):

“We draw your attention to emphasis of matter paragraph included in the Audit Report on
the Consolidated Financial Statements of Tega Industries Chile SpA, a stepdown subsidiary
of the Holding Company issued by an independent firm of Chartered Accountants vide its
report dated August 26, 2020.

“As of March 31, 2020, the Parent Company presents a deferred tax asset for TH$ 2,273,885,
arising from accumulated tax losses. Its recoverability will depend on compliance with the
respective business plan prepared by Management and approved by the Board of Directors
of the Company, which is described in Note 21.

As described in Note 26 to the accompanying consolidated financial statements, the
Company has recorded negative working capital for TH$ 1,840,539 (TH$ 4,567,385 in
2019). Our opinion is not modified with respect this matter”.

Note 21 and 26 above has been reproduced by the Management vide Note 47 in the notes to
the consolidated financial statements. The Parent Company mentioned above is Tega
Industries Chile SpA. Our opinion is not modified in respect of this matter.”

The auditor’s report issued by us dated August 13, 2019 on the Consolidated Financial
Statements of the Group and its joint venture as at and for the year ended March 31, 2019
included the following Emphasis of Matter paragraph, which has been reproduced below
(also refer Note 48 to the Restated Consolidated Financial Information in Annexure V):

“We draw your attention to the emphasis of matter paragraph included in the Audit Report
on the Consolidated Financial Statements of Tega Industries Chile, SPA, a subsidiary of the
Holding Company issued by an independent firm of Chartered Accountants vide its report
dated June 26, 2019.

“The accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As described in Note No. 18 to the accompanying
consolidated financial statements, the Company has recorded negative working capital for
M$ 4,567,385 (M$ 5,829,639 in 2018), and presents equity deficit in both periods, which
introduces a significant doubt about the ability of the Company to continue as a going
concern. Management's plan on this matter is also described in Note No. 18. The
accompanying Consolidated Financial Statements include no adjustment that might lead to
the resolution of the uncertainty expressed above.”

Note 18 referred to above have been reproduced by the Management vide Note 50 in the

notes to the Consolidated Financial Statements. Our opinion is not modified in respect of
this matter.”

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Other Matter
15. As indicated in our audit reports referred in paragraph 8(a) and 8(b) above:

(a) We did not audit the interim financial information of certain subsidiaries located outside
India as of and for the three month period ended June 30, 2021 and financial information
of certain subsidiaries located outside India as of and for the years ended March 31, 2021
and March 31, 2020 whose share of total assets, net assets, total revenue, total
comprehensive income (comprising of profit / (loss) and other comprehensive income),
net cash inflows / (outflows) included in the special purpose interim consolidated financial
statements and consolidated financial statements respectively, for the relevant period /
years is tabulated in Table A below, which have been audited by other auditors (Refer
Table B below), and whose reports have been furnished to us by the Company’s
management and our opinion on the special purpose interim consolidated financial
statements and consolidated financial statements, insofar as it relates to the amounts and
disclosures included in respect of these subsidiaries, is based solely on the reports of the
other auditors.

(b) We did not audit the financial statements of certain subsidiaries located outside India as
of and for the year ended March 31, 2019 which constitutes total assets, net assets, total
revenue, total comprehensive income (comprising of profit / (loss) and other
comprehensive income) and net cash inflows / (outflows), included in the consolidated
financial statements, for the relevant year is tabulated in Table A below. These financial
statements have been prepared in accordance with accounting principles generally
accepted in their respective countries and have been audited by other auditors (Refer
Table B below), under generally accepted auditing standards applicable in their respective
countries. The Company's management has converted the financial statements of such
subsidiaries located outside India from the accounting principles generally accepted in
their respective countries to the accounting principles generally accepted in India. We
have audited these conversion adjustments made by the Company's management. Our
opinion insofar as it relates to the balances and affairs of such subsidiaries located outside
India, is based on the report of the other auditors and conversion adjustments prepared
by the management of the Company are audited by us.

(c) The Consolidated Financial Statements also include the Group's share of total
comprehensive income (comprising of profit and other comprehensive income) for the
year ended March 31, 2019 (Refer Table A below), as considered in the Consolidated
Financial Statements, in respect of one Joint Venture, whose financial statements have
not been audited by us. These financial statements have been audited by other auditor
(Refer Table B below), whose report has been furnished to us by the Management, and our
opinion on the Consolidated Financial Statements insofar as it relates to the amounts and
disclosures included in respect of the Joint venture is based solely on the report of the
other auditor.

214
Price Waterhouse & Co Bangalore LLP
Chartered Accountants

Table A

 

Particulars

As at and for
the three
months period
ended
June 30, 2021

As at and for
the year ended
March 31, 2021

As at and for
the year ended
March 31, 2020

As at and for
the year ended
March 31, 2019

 

Number of
Subsidiaries
(numbers)

11

i

cee

12

 

Total Assets (INR
Million)

8,150.34

8,188.58

6,401.14

5,556.04

 

Net Assets (INR
Million)

700.98

761.26

(4,522.35)

(4,604.39)

 

Total Revenue (INR
Million)

1,000.52

7:045.65

4,765.92

4,205.27

 

Total Comprehensive
Income (INR Million)

(95.56)

2,166.86

270.25

(334.83)

 

Net cash inflows /
(outflows) (INR
Million)

144.28

162.20

126.52

(24.96)

 

 

Number of Joint
Venture
(numbers)

 

Share of profit
(INR millions)

18.18

 

Share of other
comprehensive
income

(INR Millions)

 

 

 

 

 

(0.75)

 

215

 
Price Waterhouse & Co Bangalore LLP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chartered Accountants
Table B
Name of Entity mais Relationship Auditor Audit period
Three months period
ange ended June 30, 2021, FY
Tega Industries, Inc. USA Subsidiary R&A CPAs 2020-2021, FY 2019-
2020 and FY 2018-2019
Three months period
Tega Industries ‘Aisa Subsidiai Goenka Suresh & ended June 30, 2021, FY
Australia Pty. Ltd. usta ubelciary Associates 2020-2021, FY 2019-
2020 and FY 2018-2019
Three months period
Baked | TheBahamas | Subsidiay | Setiaes Sacane Wrens
2020 and FY 2018-2019
Three months period
Gude Canada Subsidiary | SSvecates “posmeanee ane
2020 and FY 2018-2019
Three months period
Tega Do Brasil _ en Goenka Suresh & ended June 30, 2021, FY
Secvioos Tecnicos Ltda Brazil Subsidiary Associates cososiGen FY 2019-
2020 and FY 2018-2019
Three months period
Tega Holdings Pte e sons Goenka Suresh & ded June 30, 2021, FY
Limited eee Singapore Subsidiary ‘Associates Sostsaoet FY 2019-
2020 and FY 2018-2019
deme athe Canada Subsidiary Gost Suresh & FY 2018-2019
Three months period
3 . eg Goenka Suresh & ended June 30, 2021, FY
Tega Holdings Pty Ltd Australia Subsidiary “Associates 2020-2021, FY 2019-
2020 and FY 2018-2019
Three months period
+ eae ended June 30, 2021, FY
Losugen Pty Ltd Australia Subsidiary KPMG Keao BO: a FY 2019-
2020 and FY 2018-2019
PricewaterhouseCoopers Three months period
Tega Industries Chile Consultores Auditores ended June 30, 2021, FY
SpA and its Chile Subsidiary SPA 2020-2021
Subsidiaries* Surlatina Auditores FY 2019-2020 and FY
Ltda. 2018-2019
Three months period
ended June 30, 2021, FY
Tega Investments Johan Bam & Partners a : >
South Africa South Africa Subsidiary aa 708 : und FY 2a19"
Proprietary Limited PricewaterhouseCoopers FY 2018-2019
Inc.
Three months period
Fema tnduties fics |” southatcn | Substiny | PovatrhoeCooers | endl une 39 re
2020 and FY 2018-2019
Hosch Equipment 7 # 7 7
(India) Limited India Joint Venture | Chaturvedi & Company FY 2018-2019

 

 

 

 

 

*including Edoctum S.A. and Edoctum Peru S.A.C.

216

 
Price Waterhouse & Co Bangalore LLP
Chartered Accountants

Our opinion on the special purpose interim consolidated financial statements and consolidated
financial statements is not modified in respect of these matters.

16. We did not examine the restated financial information of certain subsidiaries whose share of total
assets, net assets, total revenue, total comprehensive income (comprising of profit / (loss) and
other comprehensive income), net cash inflows / (outflows) and group’s share of total
comprehensive income (comprising of profit and other comprehensive income) in respect of one
joint venture included in the Restated Consolidated Financial Information, for the relevant
period/years is tabulated in Table C below, which have been examined by other auditors (Refer
Table D below) and whose examination reports have been furnished to us by the Company’s
management and our opinion on the Restated Consolidated Financial Information, insofar as it
relates to the amounts and disclosures included in respect of these subsidiaries and joint venture,
is based solely on the examination reports of the other auditors:

Table C

 

Particulars

As at and for
the three
months period

As at and for
the year ended.
March 31, 2021

As at and for
the year ended
March 31, 2020

As at and for
the year ended.
March 31, 2019

ended
June 30, 2021

 

Number of WL ww 10 pat
Subsidiaries
(numbers)

 

Total Assets (INR 8,150.34 8,188.58 4,927.84 4,627.36
Million)

 

Net Assets (INR 700.98 761.26 (1,543.33) (1,469.22)
Million)

 

Total Revenue (INR 1,000.52 7,045.65 3,562.66 3,474.82
Million)

 

Total Comprehensive (95.56) 2,166.86 121.45 (25.55)
Income (INR Million)

 

Net cash inflows / 144.28 162.20 42.55 (28.72)
(outflows) (INR
Million)

 

 

Number of Joint - - > 1
Venture
(numbers)

 

Share of profit - - - 18.09
(INR millions)

 

 

Share of other - - - (0.75)
comprehensive
income

(INR Millions)

 

 

 

 

 

217

 
Price Waterhouse & Co Bangalore LLP

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Chartered Accountants
Table D
* Country of . . | a a 2
Name of Entity Incorporation Relationship | Auditor Audit period
| Three months period
7 Peg ended June 30, 2021, FY
Tega Industries, Inc. USA Subsidiary R&A CPAs 2020-202, FY 2019-
2020 and FY 2018-2019 |
Three months period
Tega Industries es «a Goenka Suresh & ended June 30, 2021, FY
Australia Pty. Ltd. Australia Subsidiary Associates 2020-2021, FY 2019-
2020 and FY 2018-2019 |
Three months period
Tega Investments as Goenka Suresh & ended June 30, 2021, FY
Limited The Bahamas Subsidiary | a scociates 2020-2021, FY 2019-
2020 and FY 2018-2019
Three months period
Tega Industries xa Goenka Suresh & ended June 30, 2021, FY
Canada Inc. Canada Subsidiary Associates 2020-2021, FY 2019-
2020 and FY 2018-2019
Three months period
Tega Do Brasil — Goenka Suresh & ended June 30, 2021, FY
Servicos Tecnicos Ltda Riaz Subsidiary Associates 2020-2021, FY 2019-
2020 and FY 2018-2019
Three months period.
Tega Holdings Pte e: 2a Goenka Suresh & ended June 30, 2021, FY
Limited Singapore Subsidiary Associates 2020-2021, FY 2019-
2020 and FY 2018-2019
Tega Scanning C. - Guenka Suresh & ,
Solutions Inc. la Subsidiary, Associates HE 2018-2019
Three months period
3 2 ge Goenka Suresh & ended June 30, 2021, FY
Tega Holdings Pty Ltd Australia Subsidiary Associates 2020-2021, FY 2019-
2020 and FY 2018-2019
Three months period
. ae ended June 30, 2021, FY
Losugen Pty Ltd Australia Subsidiary KPMG 2020-2021, FY 2019-
2020 and FY 2018-2019
Tega Industries Chile PricewaterhouseCoopers Three months period
SpA and its Chile Subsidiary Consultores Auditores ended June 30, 2021, FY
Subsidiaries* SPA 2020-2021
Three months period
Tega Investments
South Africa South Africa Subsidiary Johan Bam & Partners ended June ao oatt Fy
Proprietary Limited 2020-2021, FY 2019-
2020 and FY 2018-2019
Three months period
Tega Industries Africa . — PricewaterhouseCoopers | ended June 30, 2021, FY
Proprietary Limited South Africs Subsidiary Inc. 2020-2021, FY 2019-
2020 and FY 2018-2019
Hosch Equipment . . iz
(India) Limited India Joint Venture | Chaturvedi & Company FY 2018-2019

 

 

 

 

 

* including Edoctum S.A. and Edoctum Peru S.A.C.

218
Price Waterhouse & Co Bangalore LLP
Chartered Accountants

These Other Auditors of the subsidiaries and joint venture, as mentioned above, have
confirmed to us that the Restated Standalone / Consolidated Financial Information, as
applicable, of the components have been prepared in accordance with the Act, SEBI ICDR
Regulations and the Guidance Note or have confirmed they have performed procedures based
on instructions issued by us, which in turn are in compliance with the Act, SEBI ICDR
Regulations and the Guidance Note, as applicable, and have issued an unmodified opinion on
the respective Restated Standalone / Consolidated Financial Information , as applicable, of
the components.

Restriction on Use

17. This report is addressed to and is provided to enable the Board of Directors of the Company to
include this report in the RHP and the Prospectus, prepared in connection with the proposed
Initial Public Offering of Equity Shares of the Company, to be filed by the Company with the
Securities and Exchange Board of India, BSE Limited, National Stock Exchange of India Limited and
the Registrar of Companies, West Bengal at Kolkata in connection with the proposed IPO. Our report
should not be used, referred to, or distributed for any other purpose except with our prior consent in
writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose
or to any other person to whom this report is shown or into whose hands it may come without our
prior consent in writing.

For Price Waterhouse & Co Bangalore LLP
Firm Registration Number: 007567S/S-200012
Chartered Accountants

Avijit Mukerji
Partner

Membership Number: 056155
UDIN: 21056155AAAACJ3776.

Place : Kolkata
Date : November 10, 2021

219.
‘Tega Industries Limited
CIN: U25199WB1976PL.Co30532
Annexure I- Restated Consolidated Statement of Assets and Liabilities

 
   
    
   
 
 
 
 
 
 
 
 
  

 

 

Teena

(All amounts in INR million, unless otherwise stated)

 

   
   
   
  
   

 

 

 

 

 

 

 

  
 
    
 

 

 

 

    

 

 

 

 

 

 

   
 
 
   
 

 

 

 

 

 

 

 

 

 
  
   
 
   
 
  
 

 

 

 

    
 

  

 

 

 

 

 

Property, lant and equipment aa) 1655.12 1691.96 169149 1852.56
Rightot Use Assets 30) 60754 sou0t 405.86 385.85
cepitl workin progress 30) Tho 8.59 aaa 16.42
investment property . fose 3809 3301 wat
Good 5 o3g2 63282 523.64 35746
orterintangibe assets i) "8.09 733 334 743
intangible assets under development 30) 23.93 2393
investments accounted fr using the equity iste) 275.8 269.02 244.65 25464
Financial assets
(0) Investments 6 18185 166.58
(i) Other financial assets 7 100 38 tos.ot 78
ENon-current ax assets (net) 8 ost rors 7083
Defered tax assets net) 9 269.74 256.28 30781
other non-curent assets 0 242 1.06 S04
{Total non-current assets 3839.38 3,956.24 3,680.59.
carrent assets
inventories n 1586.31 12630 21058
Financia assets
(Investments 156192 1366.63 38.15
(i) Trade receivables and contract assets 2.08.64 52.18 2103.24
(Gi) Cash and cash equivalents ‘178.70 368.63 192.64
(i) Other bank balances 5.40 0.48 438
(0), Other financial assets wear so.o8 4470
Jourrent tax assets (net) 1549 30-54 134
osher current assets sokae a682 97
6,227.15, 5192.56, 4378.0 |
70.1859 Bias 7902.68
|EQUITY AND LIABILITIES
equity
uit share capital 108 576.08 576.08 576.08 576.08
Preference share capital ot 302 3602 ao2 Boo
19¢ 5648.50 sa7s0 3.96106 agi82
See ga Tons.8o Sons
Equity attributable to the owners of he non control a a a 0
Frotal equity aang aaa aay ERO
init
Non-current liabilities
Financia abilities
(Borrowings 20 816.85 62.10 95107 59798
(i Lease Liabilities 30) 26189 23781 24789 243.65
(Gi) Other financial bites 2 82.66 89.38 133.07 a374
Detered taxable net) 2 748 57.6 ora See
FTotai non-current iabilien Tayo Tae aao95 Sao
current tisbitties
Financial abies
(©) Borrowings 23 1025.53 015.92 1488.27 152957
(i Lease Libis 30) 7557 80.89 oe. 136
(ii) Trade payables
(a) Total outstanding dues of micro and smal enterpiaes 38.26 s220 32.00 3358
(b) Total outstanding dues of creditors other than micro and small enterprises 1,136.18, 944.90 620.96 773.25
(iv) Other financial liabilities 122.34 126.37 156.17 127.58
Provisions roa 18.37 10866 119-49
carrent tx abilities (net) 10079 36.53 15.44 4370
other current abilities 33688 i624 33450 2378
Fora current labios 307599 aro =a ag
Frotat abilities 0a0.7 aaa
FTotat equity and Tabi TBST ua

 

 

 

 

 

 

 

 

 

 

 

“Rmnount Is below The rounding off norm adopted by the Group

‘The above Restated Consolidated Statement of Assets and Liabilities should be read in conjunction with Notes to Restated Consolidated Financial Information appearing in Annexure - Vand Statement of Adjustments to

Audited
‘2021, 1 March 2020 and 31 March 2019 appearing in Annexure - VI

 

This isthe Restated Consolidated Statement of Assets and Liabilities referred to in our report of even date

For Price Waterhouse & Co Bangalore LLP
Firm Registration Number: 0075678/S-200012
Chartered Accountants

 

Avijit Mukeri
Partner
Membership Number: 056155

Place : Kolkata
Date 10 November 2021

pecial Purpose Interim Consolidated Financial Statements as at and forthe three months period ended go June 2021 and Audited Consolidated Financial Statements as at and for the y

For and on behalf of Board of

Madan Mohan Mohanka
Chairman
DIN: 00049388

Sudipta Bhowal
Company Secretary

Place : Kolkata
Date : 10 November 2021

220

 

us ended 31 Mareh

 

Mehul Mohanka
‘Managing Director
DIN: 00052134

‘Manoj Kumar Agarwal
Chief Finaneial Officer
‘Tega Industries Limited
CIN: U25199WB1976PLCo30532
Annexure I - Restated Consolidated Statement of Profit and Loss

 

(Allamounts in INR million, unless otherwise stated)

ry Ee S ret

Ntaatae Lsarcnamney re er ee eee

eee

PRevenue from operations, 175207 3055.22 ‘OABAT 6.33757

other income 61.79 511.62 106.95 92.56
6955.42

 

3,282.36 43

Changes in inventories of finished goods and work-in-progress 9 (44.46) (1090:
nployee benefits expense 350.25, 1226.70 1153-34 13.91

Finance costs 3613 172.78 214.39 236.02

Depreciation and amortisation expenses 105.00 401.80 383.55

other expenses 46134 2 1801.44

[Restated profit before share of restated net profit of joint venture accounted for
lusing equity method and tax

[Share of restated net profit of joint venture accounted for using the equity

1811.84.

26.78

 

7838.02
e tax expense

= Current tax

= Deferred tax

 

Restated other comprehensive income/ (loss)

Zrems that will not be reclassified to profit or loss
(a) Remeasurement gain/ (loss) on post employment defined benefit pla
(b) Income tax related to above
(c) Share of restated other comprehensive income/ (loss) of joint venture accounted using
the equity method

Atoms that will be reclassified to profit or loss
(a) Exchange differences on translation of foreign operations

 

[Restated other comprehensive income] (loss) for the period] year, net of tax (B)
Restated Total comprehensive mcome Tor Ue period] year (7B)
Restated pron is attributable To
Owners of Tega Industries Limited 1,364.05 655.04
Non- Controlling interests 0.00"

 

 

Restated other comprehensive income] (oss) Ts attributable to
‘Owners of Tega Industries Limited
Non- Controlling interests

Restated total comprel
‘Owners of Tega Industries Limited 174.30 1,504.68,
Non- Controlling interests 0.00" 0.00"

Restated earnings per equity share: [Nominal Value Per Share INR 10/-1
Basie
Diluted

 

 

  

 

 

 

 

“Rimount is below the rounding of norm adopted by the Group

‘The above Restated Consolidated Statement of Profit and Loss should be read in conjunction with Notes to Restated Consolidated Financial Information appearing in Annexure ~ V and Statement of
Adjustments to Audited Special Purpose Interim Consolidated Financial Statements as at and for the three months period ended 0 June 2021 and Audited Consolidated Financial Statements as at and for the
years ended 31 March 2021, 31 March 2020 and 1 March 2019 appearing in Annexure - VL

 

‘This is the Restated Consolidated Statement of Profit and Loss referred to in our report of even.

 

date

For Price Waterhouse & Co Bangalore LLP For and on behalf of Board of Directors

Firm Registration Number: 0075678/S-200012

Chartered Accountants

Avijit Mukerji Madan Mohan Mohanka Mehul Mohanka

Partner Chairman ‘Managing Director

Membership Number: 056155 DIN: 00049388 DIN: 00052134

Sudipta Bhowal Manoj Kumar Agarwal

‘Company Secretary Chief Financial Officer

Place : Kolkata Place : Kolkata

Date: 10 November 2081 Date : 10 November 2021,

221
‘Tega Industries Limited
CIN: U25199WB1976PLCo30532
Annexure III - Restated Consolidated Statement of Changes in Equity

(All amounts in INR million, unless otherwise stated)

A. Equity share capital

perrerray

enn’
ed

rer tt

[As at 1 April 2018, 576.01,
[Changes during the year =
3 576.08

fanges during the year”
[As at 31 March 2020 576.08
r g the year
3 576.08
anges during the period =
[As at 30 June 2021 576.08

 

 

 

B. Preference share capital

Reena
ere Tay Poe eros
[As at 1 April 2018, 86.92
‘anges during the year =
[As at 31 March 2019 198 86.92
[Changes during the year ~
[As at 31 March 2020 198 86.02
fanges during the year =
[As at 31 March 2021 198 86.02
[Changes during the period =
[As at 30 June 2021 198 86.02

 

 

 

C. Other equity

Reserve and surplus er
— een)

pees ortaratay Siena
int nn Cees recs

prevents
my

ere ty ey
Note onside See ee Eg

Balance as at 1 April 2018 19 1,855.25
Restated profit for the year 326.28
Restated Other Comprehensive (loss) [net of tax] 3

| Adjustment arising on disposal of a subsidiary 35
[Transactions with owners in their capacity as owners:

Dividend on preference shares aib .

[Tax on dividend on preference shares aib ¥

[ax on dividend from joint venture 19 -

[Balance as at 31 March 2019 00 902-10 | P48 [3348.12 |
[ind AS 116 transition adjustment (refer Annexure VI) = =

Balance as at 1 April 2019

Restated profit for the year

Restated Other Comprehensive (loss) [net of tax]

[Transactions with owners in their capacity as owners:
Dividend on preference shares

3108.41

~ 9-46
0.00" '3:357-58
0.00%
0.00%

 

 

222
‘Tega Industries Limited
CIN: U25199WB1976PLCo30532
Annexure III - Restated Consolidated Statement of Changes in Equity

enrecray

Deere)
- es

Balance as at 1 April 2020 19C
Restated profit for the year

Restated Other Comprehensive income [net of tax]

Transfers within equity

{Other Adjustments

[Transactions with owners in their capacity as owners:
Dividend on preference shares

[Balance as at 31 March 2021
Balance as at April 2021
Restated profit for the period
Restated Other Comprehensive income [net of tax]

reer ts) errs

rere Kener

Shed tltstts! ees

emer ett earn tir

(All amounts in INR million, unless otherwise stated)

Serre
Greecrinry
Peo

eT
ery

1,364.05
140.63

7.65

— 00)

=

 

o. 547429, 0.007
118.82 0.00"
5.48

5474-29,
118.82

55-48

Balance as at 30 June 2021 902-70 | 337.98, 4.32779) Ps 5,648.59.

“Amount is below the rounding off norm adopted by the Group

‘The above Restated Consolidated Statement of Changes in Equity should be read in conjunction with Notes to the Restated Consolidated Financial Information appearing in Annexure - V and Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements
as at and for the three months period ended 30 June 2021 and Audited Consolidated Financial Statements as at and for the years ended 31 March 2021, 31 March 2020 and 31 March 2019 appearing in Annexure - VI.

This is the Restated Consolidated Statement of Changes in Equity referred to in our report of even date.

For Price Waterhouse & Co Bangalore LLP
Firm Registration Number: 007567S/S-200012
Chartered Accountants

Avijit Mukerji
Partner
Membership Number: 056155

Place : Kolkata
Date : 10 November 2021

‘Madan Mohan Mohanka
Chairman
DIN: 00049388

Sudipta Bhowal
Company Secretary

Place : Kolkata
Date : 10 November 2021,

223

For and on behalf of Board of Directors

‘Mehul Mohanka
Managing Director
DIN: 00052134

Manoj Kumar Agarwal
Chief Financial Officer
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure IV - Restated Consolidated Statement of Cash Flows

 

{All amounts in INR million, unless otherwise stated)

Three months
ret pecerer re)

peer peer pee
March 2 31 March 20

 

 

 

 

 

     

 

Restated Profit before tax 16183 1,838.62
adjustments for

Depreciation and amortisation expenses 105.00 401.80

Finance costs 2850 138.79

Interest income (2) ce)

Allowance for expected credit los (inchading bad debts and advances written off) out 57.39

aimns/ Liguidating damages 047 1447

[Net fair val (gan) on investments classified at FVTPL (2x34) 78a)

“Mark to market (ain) oss on derivative instrument (net) (823) (6159)

Payment on Derivative Settlement (nt) 149 4456

Liabilities/ Provisions no longer required written back (0.29) (280)

‘Net os (gain) onsale of property, plant and equipment including intangible assets (including los va

fon assets serapped; written of) (060) ‘

Dividend Income from investments measured at FVTPL - cusy

Share of restated profit of joint venture accounted fr sing the equity method (6x6) 6.78)

Provision for Warranty Expenses 483 23.29

Net (ain) onsale of investments classified at FVTPL. (oss) @s0)

Loss on disposal ofa subsidiary z :

Provision fr slow moving/ non- moving and obsolete inventory (102) 52.91

Other non cash items (006) (s9)

Effet of unrealised exchange differences (net) 1176 8.85)
[Restated operating profit before working capital changes 0.39 300.70
[Changes in Working Capital

(nerease)/ decrease ip Non Current/ Curent financial and other assets 497.69 (396.65)

{ncrease in inventories Go139) (1292) (265.18)

Increase (derease) in Non Current/ Curent financial and other Habilities/ provisions 24747 324.69 (45.07)
cash Generated from Operations 544.22 2,005.82 1,479.00

Direct Taxes paid (net of refunds) Gi.87) (03.39) (495.35)

 

Net cash generated from operating activities 7702.46 7283.75

1. Cash flow from Investing Activities

  

 

Purchase of capital assets (os) (486.19) (277.99)
Sale of capital assets 161 227 13.57
Proceeds from disposal ofa subsidiary z Fi
Payment for purchase of investments (310.99) 6,659.56) 24430)
Proceeds from sale of investments 206.93 1941.46 1486.68
Deposits with bank placed (210) (a11.02)} (202.36)}
Deposits with bank matured : 110.06 199.26
Interest received 0.95 337 542
Dividend received : 2.25 6.75

Net cash (used in) investing activities 205.76] 97.29) 012.97]

 

 

c. Cash flow from Financing Activities

 

 

 

 

 

 

 

 

 

 

Proceeds from long term borrowings ‘ 7.46 60759 -
Repayment of long term borrowings ars) (428.36) (564.18) (450.27)
Proceeds from (repayment of short term borrowings (net) (29) 74.03) 45.48 06.8)
Payment on Derivative Settlement (net) (1.39) (4450) es.) (3.33)
Finance cost paid 2066) (ao79) 68.5 (498.06)
Finance cost paid on account of Lease Liability (654) (2652) (25.79) (29.29)
Repayment of Lease Liability (2188) (739) 6359) (96.4
Dividends paid - (0.00%) (0.00%) (0.00")
Dividend distribution tax paid . - (0.00%)
Net cash (used in) financing activities CED) 50.05 (OT 7032.13)
Net increase in cash and cash equivalents 168.00 135.13 178.75 (579.64)
Cash and eash equivalents a the beginning ofthe period) year 478.70 368.63, 192.64 57601
Exchange differences on translation of foreign eurreneycash & cash equivalent (0.93) 6.0) @7) 4.69)
Cash cash equivalents at the end ofthe period year 645.77 478.70 368.63 192.64
BoJunez021__31March 2021 gtMareh2020 31 Mareh 2019
Cash and Cash Equivalents comprise :
(Cash on hand 110 L29 0.98 0.94
Balances with banks on current account 472.90 sas.s2 23597 19163,
Balances with banks in deposit account (less than three months maturity) 134.09 141.68 0.07
378.70 368.63 193.64

 

Notes:

 

1. The above Restated Consolidated Statement of Cash Flows has been prepared under the Indirect Method as set out in Ind AS~7 "Statement of Cash Flows"

2. Cash flow from investing activities does not include dividend income on mutual funds which was reinvested in the mutual funds tothe tune of INR NIL (31 March 2091: INR 11.81 Ma ;31 March 2020:
INR 4.45 Mn and 31 March 2019: INR 0.87 Mn) being non cash items.

{3 During the period/ year non-cash transaction from Investing and Financing Activities with respect to aequisition of Right-of-Use Assets with corresponding adjustments to Lease Liabilities INR 37.58
‘Mn (31 March 2021: INR 24,96 Mn ; 31 March 2020: INR 471.90 Mn and 31 March 2049: INR 14.94 M

“Amount is below the rounding off norm adopted by the Group
‘The above Restated Consolidated Statement of Cash Flows should be read in conjunction with Notes to the Restated Consolidated Financial Information appearing in Annexure - V and Statement of Adjustments to the

Aualited Special Purpose Interim Consolidated Financial Statements as at and for the three months period ended go June 2021 and Audited Consolidated Financial Statements a8 at and for the years ended $1 March
‘2021, 31 March 2020 and $1 March 2019 appearing in Annexure - VI

 

 

‘This isthe Restated Consolidated Statement of Cash Flows referred to in our report of even date.

For Price Waterhouse & Co Bangalore LLP For and on behalf of Board of Directors
Firm Registration Number: 007567S/S-200012
Chartered Accountants

 

Avijit Mukerji ‘Madan Mohan Mohanka ‘Mehul Mobanka
Partner Chairman ‘Managing Director
Membership Number: 056155 DIN: 00049388 DIN: 00052134
Sudipta Bhowal Manoj Kumar Agarwal
Company Seeretary Chief Financial Officer
Place : Kolkata Place : Kolkata
Date :10 November 2021 Date : 40 November 2021,

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4. Corporate Information

These Restated Consolidated Financial Information comprise the Restated Financial Information of Tega Industries Limited (hereinafter referred to as the “Holding
Company” or “Company”) and its subsidiaries, (the Holding Company and its subsidiaries together referred to as “the Group”), and its joint venture for the three months
period ended 30 June 2021 and for the years ended 31 March 2021, 31 March 2020 and 31 March 2019.

‘The Group is engaged in the activity of designing, manufacturing and installation of process equipment and accessories to cater the mineral processing, mining, material
handling and environment industries.

‘These Restated Consolidated Financial Information were approved and authorised for issue in accordance with a resolution of the Holding Company's Board of Directors on
10 November 2021.

2,Summary of significant accounting policies

This note provides a list of the significant accounting policies adopted in the preparation of these Restated Consolidated Financial Information. These policies have been
consistently applied to all the period/ years presented, unless otherwise stated.

2.1 Basis of Preparation
(i) The restated consolidated financial information of the Group and its joint venture comprises of the Restated Consolidated Statement of Assets and Liabilities as at 30 June
2021, 31 March 2021, 31 March 2020 and 31 March 2019, the Restated Consolidated Statement of Profit and Loss, the Restated Consolidated Statement of Changes in Equity
and Restated Consolidated Statement of Cash Flows for the three months period ended 30 June 2021 and for the years ended 31 March 2021, 31 March 2020 and 31 March
2019, Notes to the Restated Consolidated Financial Information and Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements as
at and for the three months period ended 30 June 2021 and Audited Consolidated Financial Statements as at and for the years ended 31 March 2021, 31 March 2020 and 31
March 2019 (collectively, the ‘Restated Consolidated Financial Information’).

‘These Restated Consolidated Financial Information have been prepared by the Management of the Group for the purpose of inclusion in the Red Herring Prospectus ("RHP")
and Prospectus (the "Prospectus") to be filed by the Company with the Securities and Exchange Board of India, National Stock Exchange of India Limited, BSE Limited and
the Registrar of Companies, West Bengal at Kolkata (the "ROC") in connection with proposed Initial Public Offering (“IPO”) of its equity shares.

The Restated Consolidated Financial Information, which have been approved by the Board of Directors of the Company, have been prepared in accordance with the
requirements of:

a) Section 26 of the Companies Act, 2013 ("the Act") as amended from time to time;

b) Paragraph (A) of Clause 11 (1) of Part A of Schedule VI of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended to date (the “SEBI ICDR Regulations”) issued by the Securities and Exchange Board of India (the “SEBI"); and

©) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India (“ICAI”), as amended from time to time
(the “Guidance Note”).

‘The Restated Consolidated Financial Information have been prepared from:

a) the Audited Special Purpose Interim Consolidated Financial Statements of the Group and its joint venture as at and for the three months period ended 30 June 2021
prepared in accordance with Indian Accounting Standard (Ind AS) 34 "Interim Financial Reporting”, specified under section 133 of the Act read with Companies (Indian
Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, except for inclusion of comparative information, as those are not
being given in the Restated Consolidated Financial Information pursuant to the exemption available to the Issuer under Paragraph (A)(i) of Clause 11 (1) of Part A of Schedule
VI of the SEBI ICDR Regulations, which have been approved by the Board of Directors at their meeting held on 10 November 2021 on which a modified audit opinion was
issued vide audit report dated 10 November 2021.

b) the Audited Consolidated Financial Statements of the Group and its joint venture as at and for the years ended 31 March 2021, 31 March 2020 and 31 March 2019 which
‘were prepared by the Company in accordance with Indian Accounting Standards (“Ind AS”) notified under Section 133 of the Companies Act 2013, read with Companies
(Indian Accounting Standards) Rules, 2015 as amended from time to time and other accounting principles generally accepted in India (referred to as “Ind AS”), and were
approved by the Board of Directors of the Company at their meetings held on 3 August 2021, 18 September 2020, 13 August 2019 on which an unmodified audit opinion was
issued vide audit report dated 3 August 2021, 18 September 2020, 13 August 2019, respectively.

‘The accounting policies have been consistently applied by the Group and its joint venture in preparation of the Restated Consolidated Financial Information and are consistent
with those adopted in the preparation of audited special purpose interim consolidated financial statements for the three months period ended 30 June 2021. These Restated
Consolidated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of auditor's reports on the Audited Special Purpose
Interim Consolidated Financial Statements and the Audited Consolidated Financial Statements above.

‘The Restated Consolidated Financial Information:
a) have been prepared after incorporating adjustments in respect of changes in the accounting policies, material errors and regrouping/reclassifications, as may be applicable,
retrospectively in the years ended 31 March 2021, 31 March 2020 and 31 March 2019 to reflect the same accounting treatment as per the accounting policies and
‘grouping/ classifications followed as at and for the three months period ended 30 June 2021.

b) do not require any adjustment for qualification as there are no qualifications in the underlying audit reports that require adjustment.

All the amounts included in the Restated Consolidated Financial Information are presented in Indian Rupees ‘Rupees’ or ‘Rs.’ Or ‘INR’) and are rounded to the nearest
millions (Mn) with two decimal places, except per share data and unless stated otherwise.

 

‘The Restated Consolidated Financial Information has been prepared on a historical cost basis, except fo
- Certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial instruments);
- defined benefit plans ~ plan assets measured at fair value; and

- share-based payments.

Gi) Current versus Non Current Classification
All assets and liabilities have been classified as current or non-current as per the Group's operating cycle and other criteria set out in the Indian Accounting Standards (Ind
AS) and Schedule III to the Companies Act, 2013. Based on the nature of products and the time between the acquisition of assets for processing and their realisation in cash
and cash equivalents, the Group has ascertained its operating cycle as 12 months for the purpose of current ~ non-current classification of assets and liabilities.

2.2 Use of Estimates
‘The preparation of Restated Consolidated Financial Information requires the use of accounting estimates which, by definition, will seldom equal the actual results. Estimates
are continually evaluated. They are based on historical experience and other factors, including expectations of future events that may have a financial impact on the group and
that are believed to be reasonable under the circumstances.

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2.3 Principles of consolidation and equity accounting
(i Subsidiaries

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to, or has right to, variable returns from its
involvement with the entity and has the ability to affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from
the date on which control is transferred to the Group. They are deconsolidated from the date that control ceases.

  

‘The acquisition method of accounting is used to account for business combinations by the Group.

‘The Group combines the Restated Consolidated Financial Information of the parent and its subsidiaries line by line adding together like items of assets, liabilities, equity,
income and expenses. Intercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated. Unrealised losses are also
eliminated unless the transaction provides evidence of an impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by the Group. IND AS 12 ‘Income Tax’ applies to temporary differences that arise from the elimination of profits and losses
resulting from Intercompany transaction.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the Restated Consolidated Statement of Profit and Loss, Restated Consolidated
Statement of Changes in Equity and Restated Consolidated Statement of Assets and Liabilities respectively.
(Gi) Interest in Joint Ventures accounted for using equity method.

Under Ind AS 111, Joint Arrangements, investments in joint arrangements are classified as either joint operations or joint ventures. The classification depends on the
contractual rights and obligations of each investor, rather than the legal structure of the joint arrangement. The group only has investment in joint venture.

 

Under the equity method of accounting, the investment is initially recognised at cost and adjusted thereafter to recognise the Group’s share of the post-acquisition restated
profits or losses of the investee in restated profit and loss, and the Group’s share of restated other comprehensive income of the investee in restated other comprehensive
income. Dividend received or receivable from joint venture is recognised as a reduction in the carrying amount of investment.

When the Group's share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including any other long term receivables, the Group does not
recognise further losses, unless it has incurred obligations or made payments on behalf of the other entity.

Unrealised gains on transactions between the Group and its joint venture are eliminated to the extent of the Group's interest in joint venture. Unrealised losses are also
eliminated unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of equity accounted investee are changed where necessary
to ensure consistency with the policies adopted by the Group.

2.4 Property plant and equipment
Freehold land is carried at historical cost. All other items of property plant and equipment are stated at historical cost net of accumulated depreciation and accumulated
impairment losses, if any. Historical cost includes expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits
associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of any component accounted for as a separate asset is
derecognised when replaced. All other repairs and maintenance are charged to restated consolidated statement of profit and loss during the reporting period in which they are
incurred.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Restated Consolidated Statement of Profit and Loss.

On transition to Ind AS, the Group has elected to continue with the carrying value of its property plant and equipment measured at the previous GAAP and use that carrying
value as the deemed cost of property plant and equipment.

Depreciation
i) Depreciation is calculated using a straight line method to allocate the cost of the assets, net of their residual values, over their estimated useful lives as specified by Schedule
II to the Act, wherever applicable. The estimated useful lives of the property, plant and equipment have been presented below:

Class of assets timated useful life (in years)
Plant and Equipment™

*For these class of assets, based on internal assessment and independent technical evaluation carried out by external valuers, the Group believes that the useful lives as given
above best represent the year over which Group expects to use these assets. Hence, the useful lives for these assets are different from the useful lives as prescribed under Part
C of Schedule II to the Act.

 

    

ii) Leasehold improvements are depreciated over the shorter of their useful life or the lease term, unless the entity expects to use the assets beyond the lease term.

‘The assets’ residual values and useful lives are reviewed by the management, and adjusted if appropriate, at the end of each reporting period.

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2.5 Intangible assets

i) Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or
changes in circumstances indicate that it might be impaired, and is carried at cost less accumulated impairment losses if any. Gains and Losses on the disposal of an entity
include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to those cash-generating units or groups of cash-generating units
that are expected to benefit from the business combination in which the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is
monitored for internal management purposes.

(ii) Intangible Assets (Computer Software) are stated at cost of acquisition net of accumulated amortisation and accumulated impairment losses, if any. Costs associated with
‘maintaining software programmes are recognised as an expense as incurred.

An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount. These are included in the Restated Consolidated Statement of Profit and Loss.

On transition to Ind AS, the Group has elected to continue with the carrying value of its intangible assets measured at the previous GAAP and use that carrying value as the
deemed cost of intangible assets.

Amortisation
The group amortises computer software using the straight line method over the following periods:

 

Research and Development Expenditure
Research expenditure and development expenditure that do not meet the criteria's mentioned below are recognised as an expense as incurred. Development costs previously
recognised as an expense are not recognised as an asset in a subsequent period. Property, plant and equipment used in Research and Development are capitalised.

Development costs are recognised as intangible assets when the following criteria are met:

1. it is technically feasible to complete the intangible asset so that it will be available for use

2, management intends to complete the intangible asset and use or sell it

3, there is an ability to use or sell the intangible asset

4. it can be demonstrated how the intangible asset will generate probable future economic benefits

5, adequate technical, financial and other resources to complete the development and to use or sell the intangible asset are available, and
6. the expenditure attributable to the intangible asset during its development can be reliably measured.

Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is available for use.

2.6 Impairment

At each balance sheet date, the Group reviews the carrying values of its property, plant and equipment and intangible assets to determine whether there is any indication that
the carrying value of those assets may not be recoverable through continuing use. If any such indication exists, the recoverable amount of the asset is reviewed in order to
determine the extent of impairment loss (if any). Where the asset does not generate cash flows that are independent from other assets, the Group estimates the recoverable
amount of the cash generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows
have not been adjusted. An impairment loss is recognised in the Restated Consolidated Statement of Profit and Loss as and when the carrying value of an asset exceeds its
recoverable amount.

Where an impairment loss subsequently reverses, the carrying value of the asset (or cash generating unit) is increased to the revised estimate of its recoverable amount so that
the increased carrying value does not exceed the carrying value that would have been determined had no impairment loss been recognised for the asset (or cash generating
unit) in prior years. A reversal of an impairment loss is recognised in the Restated Consolidated Statement of Profit and Loss immediately.

2.7 Investment Properties

Property that is held for long term rental yields or for capital appreciation or both, and is not occupied by the group, is classified as Investment property. Investment property
is measured initially at its cost, including related transaction costs and where applicable borrowing costs. Subsequent expenditure is capitalised to the assets carrying amount
only when it is probable that future economic benefits associated with the expenditure will flow to the group and the cost of the item can be measured reliably. All repair and
maintenance cost are expensed when incurred. When part of Investment property is replaced, the carrying amount of the replaced part is derecognised.

On transition to Ind AS, the group has elected to continue with the carrying value of its investment properties measured at the previous GAAP and use that carrying value as
the deemed cost of investment properties.

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2.8 Business Combinations
Acquisition of subsidiaries and businesses are accounted for using the acquisition method under Ind AS 103. The consideration transferred for acquisition of a business
‘generally comprises of fair value of assets transferred, liabilities incurred by the Group to the former owners of the acquired business, and equity interests issued by the Group.
Acquisition related costs are expenses as incurred in the Restated Consolidated Statement of Profit and Loss.

Goodwill arising on acquisition is recognised as an asset and measured at cost, being the excess of the consideration transferred in the business combination over the fair value
of the net identifiable assets acquired. Where the fair value of the net identifiable assets exceed the consideration transferred, the difference is recognised in other
comprehensive income and accumulated in equity as capital reserve provided there is clear evidence of the underlying reasons for classifying the business combination as a
bargain purchase. In other cases, the bargain purchase gain is recognised directly in equity as capital reserve.

‘The group treats transactions with non-controlling interests that do not result in a loss of control as transactions with equity owners of the group. A change in ownership
interest results in an adjustment between the carrying amounts of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any
difference between the amount of the adjustment to non-controlling interests and any consideration paid or received is recognised within equity.

Business combinations arising from transfers of interests in entities that are under the common control are accounted for using the pooling of interest method. The difference
between any consideration transferred and the aggregate historical carrying values of assets and liabilities of the acquired entity are recognised in shareholder's equity.

When a transaction or other event does not meet the definition of a business combination due to the asset or group of assets not meeting the definition of a business, it is
termed an ‘asset acquisition’. In such circumstances, the acquirer:

a) identifies and recognises the individual identifiable assets acquired
}b) allocates the cost of the group of assets and liabilities to the individual identifiable assets and liabilities on the basis of their relative fair values at the date of purchase.
Such a transaction or event does not give rise to goodwill or bargain purchase gain.

2.9 Financial Instruments
Investment in debt instruments

The financial assets are classified in the following categories:

1. financial assets measured at amortised cost,

2. financial assets measured at fair value through profit and loss (FVTPL), and

3, financial assets measured at fair value through other comprehensive income (FVOCI).

‘The classification of financial assets depends on the Group's business model for managing financial assets and the contractual terms of the cash flow.
At initial recognition, the financial assets are measured at its fair value plus, in the case of a financial asset not at fair value through profit and loss, transaction costs that are
directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at fair value through profit and loss are expensed in the Restated
Consolidated Statement of Profit and Loss.

Financial assets measured at amortised cost
Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. After
initial recognition, such financial assets are subsequently measured at amortised cost using the effective interest rate method. The losses arising from impairment are
recognised in the Restated Consolidated Statement of Profit and Loss.

Financial assets measured at fair value through other comprehensive income (FVOCI)
Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business model whose objective is achieved by both
collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.

Financial assets measured at fair value through profit and loss (FVTPL)
Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit and loss. A gain or loss on a debt investment that is subsequently
measured at fair value through profit and loss is recognised in the Restated Consolidated Statement of Profit and Loss in the period in which it arises.

Investments in units of mutual funds are subsequently measured at FVTPL and the changes in fair value are recognised in Restated Consolidated Statement of Profit and Loss.

De-recognition of financial asset
A financial asset is derecognised only when

+ The Group has transferred the rights to receive cash flows from the financial asset or

+ Retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual obligation to pay the cash flows to one or more recipients.

Impairment of financial assets
The Group assesses on a forward looking basis the expected credit losses associated with its financial assets carried at amortised cost and FVOCI debt instruments. The
impairment methodology applied depends on whether there has been a significant increase in credit risk.

For trade receivables only, the group applies the simplified approach required by Ind AS 109, which requires expected lifetime losses to be recognised from initial recognition
of the receivables.

 

Financial Liabilities

Borrowings are initially recognised at fair value, net of transaction costs incurred. Financial liabilities are subsequently measured at amortised cost using the effective interest
rate method. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in the Restated Consolidated Statement of Profit and
Loss over the period of the borrowings using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer
settlement of the liability for at least 12 months after the reporting period. Where there is a breach of a material provision of a long-term loan arrangement on or before the
end of the reporting period with the effect that the liability becomes payable on demand on the reporting date, the entity does not classify the liability as current, if the lender
agreed, after the reporting period and before the approval of the Restated Consolidated Financial Information for issue, not to demand payment as a consequence of the
breach.

Trade and other payables represent liabilities for goods and services provided to the group prior to the end of the financial year which are unpaid. The amounts are unsecured
and are usually paid within 30-90 days of recognition. Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the
reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost using the effective interest method.

De-recognition of financial liabilities

A financial liability (or a part of financial liability) is de-recognised from Group's Restated Consolidated Statement of Assets and Liabilities when obligation specified in the
contract is discharged or cancelled or expired.

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Derivative Instruments

Derivatives are only used for economic hedging purposes and not as speculative investments. The Group uses certain derivative financial instruments to reduce business risks
which arise from its exposure to foreign exchange and interest rate fluctuations. The instruments are confined principally to forward foreign exchange contracts, interest rate
swaps and options. . The derivative contracts to hedge risks are not designated as hedges.

 

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair value at the end of each
reporting period. Net mark to market gains/ losses on derivatives taken by the Group are recorded in other income/ expenses respectively.

Cash and Cash Equivalents
For the purpose of presentation in the Restated Consolidated Statement of Cash Flows, cash and cash equivalents include cash on hand, demand deposits with banks, other
short term highly liquid investments, if any, with original maturities of three months or less that are readily convertible to known amount of cash and subject to an
insignificant change in value.

2.10 Offsetting Financial Instruments
Financial assets and liabilities are offset and the net amount is reported in the Restated Consolidated Statement of Assets and Liabilities where there is a legally enforceable
right to ofiset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right
‘must not be contingent on future events and must be enforceable in the normal course of business and in event of default, insolvency or bankruptcy of the Group or the
counterparty.

2.11 Government Grants

(i) Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant will be received and the Group will comply with all
attached conditions.

(ii) Government grants relating to income are deferred and recognised in the Restated Consolidated Statement of Profit and Loss over the period necessary to match them
with the costs that they are intended to compensate and presented within other operating revenue.

2.12 Inventories

Inventories are valued at the lower of cost and net realisable value. Cost of raw materials and traded goods comprises cost of purchases. Cost of work-in-progress and finished
goods comprises direct materials, direct labours and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis of normal
operating capacity. Cost of inventories also include all other costs incurred in bringing the inventories to their present location and condition. Costs are assigned to individual
items of inventory on the basis of weighted-average cost method. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of
completion and the estimated costs necessary to make the sale.

2.13 Revenue Recognition
Revenue shall be recognised to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be
entitled in exchange for those goods and services.

Sales of goods

Sales are recognised when control of the products has been transferred to the buyer, being when the products are dispatched/ delivered to the customer depending on the
contract terms. This occurs when the products have been shipped or delivered to the specific location as the case may be, the risk of loss has been transferred, and either the
customer has accepted the produets in accordance with the sales contract, or the Group has objective evidence that all criteria for acceptance have been satisfied. Revenue
from contract with customers is primarily recorded at a point in time. In few contracts the Group's performance does not create an asset with alternative use to the group and
the group has concluded that it has an enforceable right to payment for performance completed to date. In the said cases, the group transfers control of a good or service over
time and, therefore, satisfies a performance obligation and recognises revenue over time. The group uses the input method to recognise revenue.

 

‘The group has determined that the input method is the best method for measuring progress for these contracts because there is a direct relationship between the costs
incurred by the Group and the transfer of goods and services to the customer.

‘No element of financing is deemed present as the sales are generally made with a credit term upto 180 days which is consistent with market practice.

Revenue is recognised based on the price specified in the contract.
Some contracts include multiple deliverables, such as sale of product and certain related services. However, the services are simple, does not include an integration service and
could be performed by another party. It is therefore accounted for as a separate performance obligation. Where the contracts include multiple performance obligations, the
transaction price will be allocated to each performance obligation based on the stand-alone selling prices. Where these are not directly observable, they are estimated based on
the expected cost plus margin. If contracts include the installation of product, revenue for the product is recognized at a point in time when the product is delivered, the legal
title has passed and the customer has accepted the product.

A receivable is recognised when the goods are dispatched or delivered, depending on the contract terms, as this is the point in time that the consideration is unconditional
because only the passage of time is required before the payment is due.

A contract asset is recognised in respect of those performance obligations where the control of the goods has been transferred to the buyer, and only delivery of the goods is
pending. In these cases the consideration is due after the shipping obligation is complete, accordingly these are classified as contract assets as the consideration is conditional
on something other than the passage of time.

‘The group does not have any contracts where the period between the transfer of the promised goods or services to the customer and payment by the customer exceeds one
year. As a consequence, the Group does not adjust any of the transaction prices for the time value of money.

 

‘The group generally provides for warranties which are assurance-type warranties under Ind AS 115, and are accounted for under Ind AS 37 Provisions, Contingent Liabilities
and Contingent Assets.

2.14 Other Income
Interest: Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial asset.

Dividend: Dividend income from investments is recognised when the shareholder's rights to receive payment is established.

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2.15 Borrowing Costs

Borrowing costs include interest, other costs incurred in connection with borrowing and exchange differences arising from foreign currency borrowings to the extent that they
are regarded as an adjustment to the interest cost. General and specific borrowing costs directly attributable to the acquisition, construction or production of qualifying assets,
are capitalised during the period of time that is required to complete and prepare the assets for its intended use or sale. Qualifying assets are assets that necessarily take a
substantial period of time to get ready for their intended use or sale. All other borrowing costs are expensed in the period in which they are incurred.

2.16 Foreign Currencies

Functional and presentation currency

‘These Restated Consolidated Financial Information of the Group are presented in Indian rupees (INR), which is the functional currency of the Holding Company and the
presentation currency for the financial statements.

‘Transaction and Balances
Transactions in foreign currencies are translated into the functional curreney at exchange rates prevailing on the date of the transaction. Foreign exchange gains and losses
resulting from the settlement of such transactions are generally recognised in the Restated Consolidated Statement of Profit and Loss.

Monetary assets and liabilities related to such foreign currency transactions at the end of the period/ year are translated at period/ year end exchange rates and are generally
recognised in the Restated Consolidated Statement of Profit and Loss. Non-monetary assets and non-monetary liabilities denominated in a foreign currency and measured at
fair value are translated at the exchange rate prevalent at the date when the fair value was determined. Non-monetary assets and non-monetary liabilities denominated in a
foreign currency and measured at historical cost are translated at the exchange rate prevalent at the date of transaction.

 

Foreign Operations

The result and financial position of foreign operations (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the
presentation currency are translated into the presentation currency as follow
1. Assets and liabilities are translated at the closing rate at the date of the Restated Consolidated Statement of Assets and Liabilities.

2, Income and expenses are translated at average exchange rates (unless this is not a reasonable approximation of cumulative effect of the rates prevailing on the transaction
dates, in which case income and expenses are translated at the dates of the transactions), and

3. All resulting exchange differences are recognised in Other Comprehensive Income.

 

On consolidation, exchange differences arising from the translation of any net investment in foreign entities, are recognised in other comprehensive income.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the exchange
rate in effect at the balance sheet date.

2.17 Employee Benefits
a) Short-term Employee Benefits:
Short-term Employee Benefits (i.e. benefits payable within one year) are recognised in the period in which employee services are rendered.

b) Defined contribution plans
Payments to defined contribution plans are charged as an expense as they fall due. Payments made to state managed retirement benefit schemes are dealt with as payments to
defined contribution schemes as the group has no further payment obligations once the contributions have been paid.

©) Defined benefit plans
For defined benefit retirement schemes the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuation being carried out at each
balance sheet date. Re-measurement gains and losses of the net defined benefit liability/ (asset) are recognised immediately in other comprehensive income. The service cost
and net interest on the net defined benefit libility/ (asset) is treated as a net expense within employment costs.

Past service cost is recognised as an expense when the plan amendment or curtailment occurs or when any related restructuring costs or termination benefits are recognised,
whichever is earlier.

‘The retirement benefit obligation recognised in the Restated Consolidated Statement of Assets and Liabilities represents the present value of the defined-benefit obligation as
reduced by the fair value plan assets,

d) Other Long-term Employee Benefits:

Compensated absences

Accumulated compensated absences which are expected to be availed or encashed within twelve months from the period/ year end are treated as short term employee
benefits. The obligation towards the same is measured at the expected cost of accumulating compensated absences as the additional amount expected to be paid as a result of
the unused entitlements as at the period year end.

Accumulated compensated absences which are expected to be availed or encashed beyond twelve months from the period/ year end are treated as other long term employee
benefits. The Group's liability is actuarially determined (using the Projected Unit Credit method) at the end of each period/ year. Actuarial loss/ gains are recognised in the
Restated Consolidated Statement of Profit and Loss in the period/ year in which they arise.

¢) Share based payments
Share-based compensation benefits are provided to employees via the Tega Industries Limited Employee Stock Option Scheme namely ESOP Scheme 2011. Employees of the
holding company receive remuneration in the form of share-based payments, whereby employees render services as consideration for equity instruments (equity-settled
transactions).

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an appropriate valuation model. That cost is recognised,
together with a corresponding increase in Employee Stock Options Outstanding Account in equity, over the period in which the performance and/or service conditions are
fulfilled, in Employee Benefit Expense. The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to
which the vesting period has expired and the Company's best estimate of the number of equity instruments that will ultimately vest. Service and non-market performance
conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of the conditions being met is assessed as part of the Company's
best estimate of the number of equity instruments that will ultimately vest. Market performance conditions are reflected within the grant date fair value, The dilutive effect of
outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

230
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

2.18 Current and Deferred Tax

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the end of the reporting period in the countries where the Parent
Company and its subsidiaries operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts
in the Restated Consolidated Financial Information. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income
tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction
affects neither accounting profit nor taxable profit (tax loss). Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted by
the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is probable that future taxable amounts will be available to utilise
those temporary differences and losses.

 

Deferred tax liabilities are not recognised for temporary differences between the carrying amount and tax bases of investments in subsidiaries, branches and interest in joint
arrangements where the Group is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the
foreseeable future.

Deferred tax assets are not recognised for temporary differences between the carrying amount and tax bases of investments in subsidiaries, branches and associates and
interest in joint arrangements where it is not probable that the differences will reverse in the foreseeable future and taxable profit will not be available against which the
temporary difference can be utilised.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the
same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to
realise the asset and settle the liability simultaneously.

Current and deferred tax is recognised in the Restated Consolidated Statement of Profit and Loss, except to the extent that it relates to items recognised in other
comprehensive income or directly in equity. In this case, the tax is also recognised in the other comprehensive income or directly in equity, respectively.

Minimum Alternate Tax (MAT) credit is recognised as an asset only when and to the extent there is convineing evidence that the group will pay normal income tax during the
specified period. Such asset is reviewed at each Balance Sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a
convincing evidence to the effect that the Group will pay normal income tax during the specified period.

2.19 Provision and Contingent Liabilities
‘The Group recognises a provision where there is a present obligation as a result of a past event that probably requires an outflow of resources and a reliable estimate can be
made of the amount of the obligation. However, provisions are not recognised for future operating losses.

‘Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole.
A provision is recognised even if the likelihood of an outflow with respect to any one item included in the same class of obligations may be small.

Provisions are measured at the present value of management's best estimate of the expenditure required to settle the present obligation at the end of the reporting period. The
discount rate used to determine the present value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The
increase in the provision due to the passage of time is recognised as interest expense.

A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources or
there is a present obligation, reliable estimate of the amount of which cannot be made. Where there is a possible obligation or a present obligation and the likelihood of
outflow of resources is remote, no provision or disclosure for contingent liability is made,

Provision for warrant
The estimated liability for warranty is recorded when products are sold. These estimates are established using historical information on the nature, frequency and average cost
of obligations and management estimates regarding possible future incidence based on corrective actions on product failure.

 

2.20 Non-current assets (or disposal Groups) held for sale and discontinued operations
A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale and that represents a separate major line of business or
‘geographical area of operations, is part of a single co-ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively with a
view to resale. The results of discontinued operations are presented separately in the Restated Consolidated Statement of Profit and Loss.

Non-current assets classified as held for sale and the assets of a disposal Group classified as held for sale are presented separately from the other assets in the Restated
Consolidated Statement of Assets and Liabilities. The liabilities of a disposal Group classified as held for sale are presented separately from other liabilities in the Restated
Consolidated Statement of Assets and Liabilities.

Non-current assets (or disposal Groups) are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through
continuing use and a sale is considered highly probable. They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as
deferred tax assets, assets arising from employee benefits, financial assets and contractual rights under insurance contracts, which are specifically exempt from this
requirement.

 

2.21 Earnings per Share

Basic earnings per share is calculated by dividing net profit or loss for the period attributable to equity shareholders by the weighted average number of equity shares
outstanding during the period/ year. Earnings considered in ascertaining the Group's earnings per share is the net profit or loss for the period/ year. The weighted average
number of equity shares outstanding during the period/ year and for all periods presented is adjusted for events, such as bonus shares, other than the conversion of potential
equity shares, if any, that have changed the number of equity shares outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings
per share, the net profit or loss for the period/ year attributable to equity shareholders and the weighted average number of shares outstanding during the period/ year are
adjusted for the effects of all dilutive potential equity shares.

231
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

2.22 Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The executive committee of the holding
company assesses the financial performance and the position of the Group and they are the chief operating decision maker of the Group.

2.23 Exceptional Item

Exceptional item is an item of income or expense within the Restated Consolidated Statement of Profit and Loss, which is of sueh size, nature and incidence that its disclosure
is relevant to explain the performance of the Group for the period/ year. The nature and amount of such item is disclosed separately in the Restatement Consolidated
Statement of Profit and Loss.

2.24 Leases
‘The Group as lessee

‘The Group accounts for each lease component within the contract as a lease separately from non-lease components of the contract and allocates the consideration in the
contract to each lease component on the basis of the relative stand-alone price of the lease component and the aggregate stand-alone price of the non-lease components. The
Group recognises right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement date. The cost of the right of-use asset
measured at inception comprises of the amount of initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date.

Certain lease arrangements include options to extend or terminate the lease before the end of the lease term. The right-of-use assets and lease liabilities include these options
when it is reasonably certain that such options would be exercised.

The right-of-use assets is subsequently measured at cost less any accumulated depreciation, accumulated impairment losses, if any and adjusted for any re-measurement of
the lease liability. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-
use asset.

Right-of-use assets are tested for impairment whenever there is any indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognized in
the Restated Consolidated Statement of Profit and Loss.

Lease liability is measured at the present value of the lease payments that are not paid at the commencement date of the lease. The lease payments are discounted using the
interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the Group uses incremental borrowing rate. The lease
liability is subsequently remeasured by increasing the carrying amount to reflect interest on the lease liability, reducing the carrying amount to reflect the lease payments
made and remeasuring the carrying amount to reflect any reassessment or lease modifications. The Group recognizes the amount of the re-measurement of lease liability as an
adjustment to the right-of-use asset. Where the carrying amount of the right-of-use asset is reduced to zero and there is a further reduction in the measurement of the lease
liability, the Group recognizes any remaining amount of the re-measurement in the Restated Consolidated Statement of Profit and Loss.

 

 

Variable lease payments not included in the measurement of the lease liabilities are expensed to the Restated Consolidated Statement of Profit and Loss in the period/ year in
which the events or conditions which trigger those payments occur.

2.25 IPO Expenses
The transaction costs incurred by the Holding Company on behalf of the selling shareholders, with respect to the proposed IPO, are recognised as an asset in the Restated
Consolidated Statement of Assets and Liabilities, as they are recoverable from the selling shareholders.

2A Critical estimates and judgements
The preparation of Restated Consolidated Financial Information requires the use of accounting estimates which, by definition, will seldom equal the actual results.
Management also needs to exercise judgement in applying the Group's accounting policies.

 

  

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of items which are more likely to be materially adjusted due to
estimates and assumptions turning out to be different than those originally assessed.

( Estimation of defined benefit obligation
Refer note 38 for details of critical estimates in computation of defined benefit obligation.

Gi) Impairment of Goodwill

Goodwill is tested for impairment at least on annual basis or more frequently when events or change in circumstances indicate that it might be impaired. The recoverable
amount of the Cash Generating Unit (CGU) is determined based on value in use calculations which require the use of assumptions. The calculations use cash flow projection
based on financial budgets approved by management covering a five year period. The Group uses various assumptions inter-alia growth in the revenue, earnings before
Interest, tax depreciation and amortisation (EBITDA), long term growth rates, discount rates to reflect the risk involved.

Gi) Deferred Taxes
The Group reviews the carrying amount of deferred tax assets at the end of the each reporting period/ year. The policy has been detailed in note 2.18 and judgements related
to deferred taxes is set out in note 37.

Gv) Critical judgement in determining the lease term

‘The Group determines the lease term on the basis of termination and renewal options in various lease contracts where the Group applies its judgements. Refer note 3(b) for
details.

232
 

‘Tega Industries Limited
CIN: U25199WB1976PLCo30532

 

Annexure V- Notes to the Restated Consolidated Financial Information

Pree
erm

ers

(Allamounts in INR million, unless otherwise tated)

 

[As ats April 2018
Additions during the year

isposals/ Adjustments during the year#
xchange Differences

Jas at 31 March 2019

ind AS 146 transition adjustment

[As at 1 April 2019)

Additions during the year

isposals/ Adjustments during the yearn
exchange Differences

As at 31 March 2020

fas at 1 April 2020

Additions during the year

isposals/ Adjustments during the year
xchange Diferences

As at 31 March 2021

fas at 1 April 2021

Additions during the period

isposals/ Adjustments during the period
xchange Differences

As at go June 2021

Accumulated Depreciation
fas at 1 April 2018

Charge for the year

Disposals/ Adjustments during the year
xchange Differences

As at 31 March 2019

ind AS 136 transition adjustment

Jas at April 2019

Charge for the year

isposals/ Adjustments during the yearw@
xchange Ditferences

As at 31 March 2020

[As at 1 April 2020

Charge forthe year

isposals/ Adjustments during the year
xchange Differences

Jas at 31 March 2021

fas at 1 April 2021

Charge forthe period

Disposals/ Adjustments during the period
xchange Differences

As at go June 2021

Net Carrying Value
Jas at 31 March 2019
As at 31 March 2020
Jas at 31 March 2021
[As at 3o June 2021

ose
(022)

0.93
0.23
436
0.33

23)

1.26
1.26
2.33

159)
159,
0.08

1.67,

ro1a4

96.09,
102.06
104.30

 

 

ys7a2
6.03,

(22.69)
740.58

740.58

(2a)
(4.00)
723.09
733.09
154

1839
743.02
743.02

94
749.96

6073
29.13

(68)
86.8
86.8

2788,

(60)

70)
110.70
110.70

287

421
143.08,
143.08,
6.98
178
a5

654.33
612.39

599.94
Sou

 

1,681.86
87.22
a.85)
(0.62)
1753.61
759
1,761.20
195-72
(26.83)
(6.08)
1854.03
1,854.03,
8.44
6.99)
91.90
2407.44
2107.44
6276
16.95
2387.45

587.88
258.43
G70)
Gas70)
783.53
194)
785.47
248.42
(G28)
(28.0)
993.07
993.07
242.91
(755)
43.46
1,251.89)
1251.89
6478
8.96
1.25.63,

970.08
860.96

855.55
Borge

 

 

0.89)
sn
2341

aga
12.65,
(39)
esa
3284
3284
1350
(ona)

 

49.06
38.26

4438
4380

 

 

  

49210
6028

63.57
3o2e

 

067
(020)
ga

7197

16
8y2
e290)
)
sa70

32.70
642
(35)
0.89)
36.3,
3623,
745
(495)
28
agg
4404
143
(0.06)
053
46.04

28.58
23.51
26.44
25.93

 

 

319
(058)| 23.0)
208 2,804.79
i Bag
261 2,812.03
- 29791
. 46.8]
Coos] (107.88)
2.60 2,896.15
2.60 2,896.15
0.39 248-29
- Gav.69)
0.02 136.97
gor 93226.72
gor 3226.72
: 64.86

: G7]

Z 2889
gor 3916.75,

 

oar 1,852.56

: 1,691.49,
oss 1,691.96
oa 3,093.12]

 

 

 

“Rinount Is below the founding OF novia adopted by the Group
‘Includes in Gross Block and Accumulated depreciation of Land INR o.s5 Ma and INR 0.25 Ma respectively and Gross Block and Accumulated depreciation of Plant and equipment INR 8.88 Mn and INR 1.60 Ma
respectively forthe year ended g1 Match 2039 which has been transferred to Rightof-Use Assets on adoption of Ind AS 16,
#4 Includes in Gross Block and Accumulated depreciation of Land INR 0.55 Mn and INK 0.23 Mn respectively and Gross Block and Accumulate deprecation of Plant and equipment INR 9.16 Mn and INK 6.99 Ma
respectively forthe year ended $1 March 2020 which has been transferred to Righ-of-Use Assets on adoption of Ind AS 136,

Note:

(@ Refer note 20 and 2 for Property, plant and equipment pledged as security

(Gi) Contractual obligations

Refer to note 44B for disclosure of contractual commitments fr the acquisition of property, plant and equipment.

(i) Gross and net carrying amount of freehold land INR NIL (31 March 2021: INR NIL; 32 March

 

20: INR 4.40 Mn and

 

March 2019: INR 4.40 Mn) and freehold building Gross Block INR NIL (1 Mare

2oa:INR NIL; 31 March 2020: INR 3.98 Mn and g1 March 2019: INR 3.38 Mn) and Net Block INR NIL (31 Mareh 2021: INR NIL, 31 March 2020: INR 3.00 Mn and 31 March 2019: INR 3.05 Ma) was in the name of
the erstwhile company, Tega Industries (SEZ) Limited which was a wholly owned subsidiary of Holding Company, subsequently got merged with the Holding Company effective 1 October 2016:

Title deeds of immovable property not held in name of the Holding Company

(@) Asat gr March 2019

Relevant line item in the Restated

Consolidated Balance Sheet

See
ieee

r Tor}
Peete

Creer eer

ees

tive of

Pr ered

ary

ee ect
Beene serena

 

promoter;

director

Merger of Tega Industries (SEZ)

 

property, plant and equipment Land ago | Tega tedusties No October 2016" |Limited with the Holding Company
aa Neti [Tega Industries Limited.
“ro ndunwies ; | [iteset of Tega Indies SE)
Property, plant and equipment puting so | eS No 1 October 2016" |Limited with the Holding Company,

HTeea Industries Limited,

 

(b) As at 31 March 2020

Pee ee ere)

Consolidated Balance Sheet

 

Pee
the property

Title deed held
Ereeerer

errr eer

ees
Peron ies

eran
or employee of
director

ary

Pee
‘name of the company

IMerger “of Tega Industries (SEZ)

 

 

‘Tega Industries

Property, plant and equipment Land 440 No October 2016" [Limited with the Holding Company,
Seaumles frepa Industries Limited,

waa | mera | [Merger of “Tega Indust “(SE

Property, plant and equipment lauding sa | Tepe No sOstober20x6* |Limited with the Holding Company,

 

 

 

 

 

 

HTepa Industries Limited,

 

 

Bag the Uae OF merger OF Tega Tacs (SEZ) Tamiod WH To TacusTies Te

‘The property was subsequently repsteed inthe name of Holding Company i. Tega Industries Limited on 15 February 2021,

(Gs) There are no proceedings against the holding company and its joint venture, being the Companies register under "the Act, that have been initiate or pending against them for holding any benami property under
‘the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.

233
‘Tega Industries Limited
CIN: U25199WB1976PLCo30532
Annexure V - Notes to the Restated Consolidated Financial Information
(Allamounts in INR million, unless otherwise stated)

Note 3(b): Right of Use Assets

(a) The Group as a lessee

‘The Group’s significant leasing arrangements include assets dedicated for use under long-term arrangements, lease of land, office space, equipment, vehicles and some IT equipment. Lease of land have lease
term of 60 years, leases of plant and equipment and office equipments have lease terms between 2 to 30 years, offices and guest houses generally have lease terms between 12 months to 60 years and vehicle
generally have lease term between 2 years to 5 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. Until 31 March 2019, leases were classified as
either finance leases or operating leases. From 1 April 2019, leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the group. The
group also has certain leases of offices and guest houses with lease term of 12 months or less. The group applies the ‘short-term lease’ recognition exemptions for these leases. For leases recognised under long
term arrangements involving use of a dedicated asset, non-lease components are excluded based on the underlying contractual terms and conditions.

    

For the purpose of preparing Restated Consolidated Financial Information, Ind AS 116 has been applied retrospectively with effect from 1 April 2018.

(b) Transition related disclosures
(The weighted average incremental borrowing rate applied to lease liabilities as at 1 April 2018 ranges from 2.59% to 11.70%.
(Gi) The following is the summary of practical expedients elected on initial application-
# accounting for operating leases with a remaining lease term of less than 12 months as at 1 April 2018 as short-term leases,
+ excluding initial direct costs for the measurement of the right-of-use asset at the date of initial application, and
‘* using hindsight in determining the lease term where the contract contains options to extend or terminate the lease.

‘The effect of adoption of Ind AS 116 is as follows

an Ere

 

INon-current assets

 

 

 

 

 

 

 

 

 

Right-of-use assets 405.86 385.85
405.86 385.85
247.89 3
92.81 64.56
340.70. 308.19
Depreciation on right-of-use assets 70.84 5134
Rent (9.27) (66.28)
Finance cost on lease liabilities 25.71 29.1
{impact on restated profit before share of restated net profit of joint venture accounted for using equity method and tax 17.28 14.17
Himpact on share of restated profit of joint venture accounted for using the equity method = 0.09
{impact on restated profit for the year 17.28 14.26
Restated Consolidated Statement of Cash Flows
Net cash inflow from operating activities (A) 79.27 65.65
[Net cash outflow from financing activities (B) (9.27) (65.65)

 

Net increase in cash and cash equivalents during the year (A+B) = z

 

 

 

‘There is no material impact on other comprehensive income or on basic and diluted earning per share,

‘The above statement should be read with Annexure VI - Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements as at and for the three months period ended June
30, 2021 and Audited Consolidated Financial Statements as at and for the years ended March 31, 2021, March 31, 2020 and March 31, 2019

(©) The reconciliation of total operating lease commitments as at 31 March 2018 and 31 March 2019 to the lease liabilities recognised on transition is as below

 

jperating Tease commitments as at 31 March 201 50.49
Adjustments as a result of a different treatment of extension and termination options 581.05
|Undiscounted operating lease commitments as at 1 April 2018 631.54
Effect of discounting using the lessee's incremental borrowing rate as at 1 April 2018 (290.79)
Lease liabilities recognised as on 1 April 2018 340.75

 

  
      
 
 
 

[Operating Tease commitments as at 31 March 2019 33.52
| Adjustments as a result ofa different treatment of extension and termination options 457.18
|Undiscounted operating lease commitments as at 1 April 2019 490.70
Effect of discounting using the lessee's incremental borrowing rate as at 1 April 2019 (245.96)
Lease liabilities recognised as on 1 April 2019 244.74

   
 

 

 

234
‘Tega Industries Limited
CIN: U25199WB1976PLCo30532
Annexure V - Notes to the Restated Consolidated Financial Information

(Allamounts in INR million, unless otherwise stated)
4) Following are the changes in carrying value of right-of-use assets

prea

 

era Perea Pree i Perera Pesan
or) Perr) Cesta eed

[Gross Block

|As at 1 April 2018 (At cost) 3 2

find AS 116 transition* 743 434.45

Revised Balance as at 1 April 2018 2 / 73 434.45,

| Additions during the year 5 - 14.94

Exchange Differences 5 3 3 (0.27) (12.55)

|As at 31 March 2019 (At cost) zi : 6.86 436.84

find AS 116 transition adjustment . (2.64)} (101.01)
|As at 1 April 2019 (At cost) -

find AS 116 transition** x 422
Revised Balance as at 1 April 2019 . . . 4.22

| Additions during the year ‘ 15.03 12.87
Assets disposed discarded during the year 5 -
Exchange Differences 5 5 (0.03)|
|As at 31 March 2020 (At cost) i 16.16
|As at 1 April 2020 (At cost) i 16.16

| Additions during the year 314 2.90
[Assets disposed / discarded during the year (236)
Exchange Differences 545 5 2a
|As at 31 March 2021 (At cost) . . 19.81
/As at 1 April 2021 (At cost) . . 19.81

| Additions during the period 5 1.64
Assets disposed / discarded during the period 5 -
Exchange Differences,

As at 30 June 2021 (At cost)

 

| Accumulated Depreciation
|As at 1 April 2018 -
[Charge for the year # r 3 2.45
Exchange Differences (0.10)
|As at 31 March 2019 i . 2.35
ind AS 116 transition adjustment : 5 (235)
As at 1 April 2019 -
[Charge for the year # z 477
| Assets disposed/ discarded during the year -
Exchange Differences, (0.24)|
|As at 31 March 2020 7 ! 453
/As at 1 April 2020 : . 4.53
[Charge for the year # 6.04
Assets disposed/ discarded during the year (0.14)
Exchange Differences 3 0.82
|As at 31 March 2021 . 11.25
As at 1 April 2021 5. . 11.25
[Charge for the period # 157
Assets disposed discarded during the period -
Exchange Differences, a 0.28
|As at 30 June 2021 13.0

 

Net Carrying Value
|As at 31 March 2019 451 385.85
|As at 31 March 2020 11.63 405.86
|As at 31 March 2021 8.56 591.01
[As at 30 June 2021 8.88 607.54

“Includes INR7.60 Mn and INR 87.95 Mn which has been reclassified from Property plant and equipment and prepaid rent respectively on adoption of Ind AS 116,

 

 

 

 

 

‘Includes INR 2.49 Mn and INR 88.60 Mn which has been reclassified from Property plant and equipment and prepaid rent respectively on adoption of Ind AS 116.
4# Included under Depreciation and Amortisation expense (Refer Note 35)

(©) Following are the changes in carrying value of lease liabilities

Pend Rerearn
[Opening Balance as at 1 April 2018
Additions during the year

Finance costs during the year

Lease payments during the year

Exchange Differences,

[Closing Balance as at 31 March 2019
ind AS 116 transition adjustment
JOpening Balance as at 1 April 2019

| Additions during the year

Finance costs during the year

Lease terminated during the year

Lease payments during the year

exchange Differences,

Closing Balance as at 31 March 2020
Opening Balance as at 1 April 2020
Additions during the year

Finance costs during the year

Lease terminated during the year

Rent waiver on Lease Liabilities

Lease payments during the year

Exchange Differences,

Closing Balance as at 31 March 2021
JOpening Balance as at 1 April 2021
Additions during the period

Finance costs during the period

Rent waiver on Lease Liabilities

Lease payments during the period
Exchange Differences,

[Closing Balance as at 30 June 2021

 

235
‘Tega Industries Limited
CIN: U25199WB1976PLCo30532
Annexure V - Notes to the Restated Consolidated Financial Information

 

(All amounts in INR million, unless otherwise s
(© Amounts recognised in Restated Consolidated Statement of Assets and Liabilities

‘The Restated Consolidated Statement of Assets and Liabilities shows the following amounts relating to leases:

Pomme Pees

 

EDnit Peres

 

 

(@ Amounts recognised in the Restated Consolidated Statement of Profit and Loss
‘The Restated Consolidated Statement of Profit and Loss shows the following amounts relating to leases:

Ee ECELECE TS a Ecce Te Tee Pee)
jon charge of Fight-oF use assets (Refer Note 35) 70.84

lb. Interest expense (included in finance costs) (Refer Note 34) 25.71

c. Expenses relating to short-term leases m2

(included in other expenses) (Refer Note 36)

Poa ass nor nor 0]

(h) The Group had a total cash outflow of INR 28.42 Mn for leases for the period ended 30 June 2021 (31 March 2021: INR 103.84 Mn ; 31 March 2020: INR 79.27 Mn and 31 March 2019: INR 65.65 Mn)

 

 

Extension and termination options
Extension and termination options are included in the Group's lease contracts. These are used to maximise operational flexibility in terms of managing the assets used in the Group's operations. In majority of
the lease contracts, the extension and termination options held are exercisable by mutual consent of both the lessor and the lessee and in few contracts, the option to terminate the lease is with lessee only.

For determining the lease term Land, Plant & Machinery, office Space and Office Equipments, the following factors are normally the most relevant:

+ If there are significant penalty payments to terminate (or not extend), the group is typically reasonably certain to extend (or not terminate).

+ Ifany leasehold improvements are expected to have a significant remaining value, the group is typically reasonably certain to extend (or not terminate).

+ Otherwise, the group considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset.

 

During the year ended 31 March 2021, the holding company has entered into a long-term lease for an office space which contains further renewal options and only the holding company can terminate the lease
giving 6 months notice. Considering the above factors, the termination option with the holding company and the expected period of use, the lease term has been determined as 60 years which is shorter than
the contractual duration.

@ Residual value guarantees
‘There are no residual value guarantees in relation to any lease contracts.

236
‘Tega Industries Limited
CIN: U25199WB1976PL.Co30532

Annexure V - Notes to the Restated Consolidated Financial Information

Note 3(6): Capital work-in-progress

Pere)

(All amounts in INR million, unless otherwise stated)

Pcrrsr
rer

5 EH
meets

Capitalisation/

 

[Capital work-in-progress

 

[Capital work-in-progress

[Capital work-in-progress

18.00

ESE

100.60

Pree)
16.42

Ree Pees
(3.33) ~

5 parce rer)
Capitalisation/ ir
ces Pree

(54.80), 4

5 ornrrery
Capitalisation/ rer
Rees Petes

68.59)

Perera}
As at
Popa

 

@ Capital work

 

progress (CWIP) ageing schedule as at 31 March 2019:

Te ey

broad ees a years 2-3 years More than 3 years
Projects in progress

Projects temporarily suspended
[rotar

 

 
 
  

Capital work-in-progress for which completion is overdue or has exceeded its cost compared to its original plan as at 31 March 201%

 
  

ery
Bboy

    
  
 

lars, eet)

    

Sound

 

Preeecryd

 
 
 

Hardox Preheating Oven
[Centrex and Alignex Project
[Total

  

Gi) Capital work-in-progress (CWIP) ageing schedule as at 31 March 2020:

need ees

Projects in progress

SST

ree
Bbc

Sou eC

 

7.55
7.55

Painting Booth
[Total

755 : : -
755. =

 

 

 

Gii) Capital work-in-progress (CWIP) ageing schedule as at 31 March 2021:

   

 
 

Tee ee
cy years Eo! Roenue hens Total

64.0 172 0.0 74 08.59
Sao Te ©. ze B859

Capital work-in-progress for which completion is overdue or has exceeded its cost compared to its original plan as at 31 March 2021:

   

 

    
  

Projects in progress
Projects temporarily suspended
[rota

 
 

 

 

   

   

reer ny
Bboy Sound

Perret esd eye

      

Preeecryd

        

 
 

Audio Visual System
Banbury RAM Cylinder
Boiler Feed Water Tank

Diesel Driven Pump and Hydrant Line Extension
ot Crane 1gT and Semi Goliath Crane 5

Plant Back Side Plot Filling

Replacement of Autoclave 3m Diameter

Stock Blender Assembly on Mixing Mill

Toluene Storage Tank

 
 
 
 
 
 
 
 
   
 

 

 

237
‘Tega Industries Limited
CIN: U25199WB1976PL.Co30532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

(iv) Capital work-in-progress (CWIP) ageing schedule as at 30 June 2021:

 

ee ET
ees 1-2 years 2-3 year DOxue hed ret

 

 

 

 

eee Ecos Sone eC
Audio Visual System 1.30 3 = = 1.30
Banbury RAM Cylinder 48 - : - 4.81
Bolier Feed Water Tank 7m : - - 77
Diesel Driven Pump and Hydrant Line Extension 438 = 2 & 4.38
ot Crane 15T and Semi Goliath Crane 5T 5.02 - - 5.02
Plant Back Side Plot Filling 1.80 : = 2 1.80
Replacement of Autoclave 3m Diameter 0.04 - - - 0.04
Stock Blender Assembly on Mixing Mill 116 - - - 416
Toluene Storage Tank 1.46, = = b 1.46
[Total 27.68 = = = 27.68

 

Note 3(d): Other intangible assets

 

ee
[Gross Block

 

 

JAs at 1 April 2018 20.82 20.82
Additions during the year 7.90 7.90
Disposals/ Adjustments during the year 14 14
Exchange Differences (0.06) (0.08)
[As at 31 March 2019 2752

[As at 1 April 2019 2752

[Additions during the year 185

Disposals/ Adjustments during the year Z <
Exchange Differences 3) (39)
[As at 31 March 2020 29.06 29.06
[As at 1 April 2020 29.06 129.06
Additions during the year 850 850]
Disposals/ Adjustments during the year é
Exchange Differences 0. 0.61
[As at 31 March 2021 38.7 38.7
[As at 1 April 2021 38.7 38.17
Additions during the period 1252 12.52
Disposals/ Adjustments during the period g

Exchange Differences (0.03) (0.02)|
[As at 30 June 2021 50.67 50.67
Accumulated Depreciation

[As at 1 April 2018 15.80 15.80
charge forthe year 5.36 5.36
Disposals/ Adjustments during the year LoL 101
Exchange Differences (0.06) (0.06)
[As at 31 March 2019 20.09 20.09
[As at 1 April 2019 20.09 20.09
charge forthe year 82 3.82

Disposals/ Adjustments di
Exchange Differences

|As at 31 March 2020
|As at 1 April 2020
Icharge for the year
Disposals/ Adjustments during the year
Exchange Differences

|As at 31 March 2021

/As at 1 April 2021

[charge for the period

Disposals/ Adjustments during the period “ “

   

Exchange Differences 0.06 0.06
|As at 30 June 2021 32.58 32.58
Net Carrying Value

|As at 31 March 2019 7.43,
[As at 31 March 2020 534
[As at 31 March 2021 743,
[As at 30 June 2021 18.09

 

 

 

 

238
‘Tega Industries Limited
CIN: U25199WB1976PL.Co30532

Annexure V - Notes to the Restated Consolidated Financial Information

 

Note 3(e):

 

intangible assets under development

Pere)

(All amounts in INR million, unless otherwise stated)

5 EH Pcrrsr
Capitalisation/ Sor rr

 

[intangible assets under development

379)

Roe Pees Preoae’
3.07 (40.93) ~ 23.93

ee

 

fintangible assets under development

fintangible assets under development

intangible assets under development

@ Intangible assets under development ageing schedule as at 31 March 2019:

Projects in progress
Proc temporariy suspended
x

Projects temporarily suspended
‘echnical Knowhow for Slurry Pumps
[Total

 

Perret

reese eter

POC

 

Bi parce rary)
Core ery re
es Preece
(23.93) :

are rer)
As at
een eer

ee eee

Suk

yea Bostue hood

 

20.86
20.86

- 20.86 -
= 20.86 =

 

TET
Suen

ere eee Ey
od Ed More than 3 years

 

Projects temporarily suspended

eng

Ey
oo od

Roxio hod

 

 

 

 

‘Technical Knowhow for Slurry Pumps : 20.86 = = 20.86
‘Technical Knowhow for Centrix and Alignx 3.07] - : : 3.07
[Total 3.07 20.86 = = 33.93

 

239
 

‘Tega Industries Limited
CIN: U25199WB1976PLCo30532
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in INR million, unless otherwise stated)

 

‘Note: 4 Investment property

 

PORE

 

Land 40.56 38.49 33.01 37.24]
Total 40.56 38.49 33.01 37.21

 

 

 

 

Fair value of Group's Investment property

‘The Group has identified its unsecured freehold land at Farm number 110, portion 224, Klippoortjie, Gauteng, South Africa held under title deed number 138235/2009 as
investment property. The fair valuation of the property is done by SAIV (31 March 2021: SAIV; 31 March 2020 and 31 March 2019: C2C Property Valuations), Independent valuer
‘and appraiser for the Master of the Supreme Court (Pretoria) and has the appropriate qualifications and recent experience in the fair value measurement of properties in the relevant
locations. Details of the fair value of the group investment property as at 30 June 2021, 31 March 2021, 31 March 2020 and 31 March 2019 are given below:

 

 

Particulars Pee Sain ; an
Poe eee er mri oc rT Pa he TE cS eT

Land 40.56 3849 33.01 aya.

otal 40-56 38.49 33.01 war

 

 

 

Fair Value measurement of Investment property i mcluded in Levelg Hierarchy.

240
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

Note: 5 Goodwill

 

Pn Pre Preven eet

 

Goodwill on consolidation, 633.02 tees at ae

 

 

Movement in balances

Pend E : tr Prec Ro retry PIOUS LETC)

[Cost as at beginning of the period/ year

Less: Adjustment arising on disposal of subsidiaries
|Add less: Exchange difference during the period/ year on translation of Goodwill of foreign subsidiaries

   

[Net carrying value as at beginning of the period] year z 375-98
[Net carrying value as at end of the period/ year 635.92 32.82 523.64 357-46

 

‘The goodwill is attributable to the manufacturing entities in Australia and South Africa. The carrying amount of goodwill for such entities are INR 627.08 Mn (31 March 2021: INR 626.32 Mn ; 31 March 2020:
INR 518.07 Mn and 31 March 2019: INR 551.18 Mn) and INR 6.84 Mn (31 March 2021: INR 6.50 Mn ; 31 March 2020: INR 5.57 Mn and 31 March 2019: INR 6.28 Mn) respectively.
‘The Group has adopted ‘value in use’ method to determine the carrying value of cash generating unit. The calculations use cash flow projections based on financial budgets approved by the management for the
next financial year, and projections are further made for a period of four years. Cash flow beyond these periods are extrapolated using the estimated growth rates. The key assumptions used by the management are
revenue growth rate and discount rate.
‘The base assumptions considered for testing the goodwill impairment for both the cash generating units are as follows:

‘The discounting rate (Post tax) has been taken at 13.00% (g1 March 2021: 12.80% ; 31 March 2020: 13.50% and 31 March 2019: 13.00%) for Australia and 17.40% (31 March 2021: 17.60% ; 31 March 2020:
15.00% and 31 March 2019: 10.79%) for South Africa

“The long term growth rate has been taken at 2.50% (31 March 2021: 2.50% ; 31 March 2020: 2.00% and 31 March 2019: 1.90%) for Australia and 3.00% (31 March 2021: 3.00% ; 31 March 2020: 2.00% and 31
March 2019: 4.00%) for South Africa.

‘Tax rate has been taken as 30.00% (31 March 2021: 30.00% ; 31 March 2020: 30.00% and 31 March 2019: 30.00%%) for Australia and 28.00% (31 March 2021: 28.00% ; 31 March 2020: 28.00% and 31 March
2019: 28.00%) for South Africa,

 

 

‘Management has determined the values assigned to each of the above key assumptions as follows:

Revenue growth rate
Average annual growth rate over the five-year forecast period; based on past performance and management's expectations of market development and current industry trends including long-term inflation
forecasts for each territory.

Long-term growth rate
‘This is the weighted average growth rate used to extrapolate cash flows beyond the budget period. The rates are consistent with forecasts included in industry reports.

Post-tax discount rates
Reflect specific risks relating to the relevant segments and the countries in which they operate.

Other key assumptions
Other key assumptions considered by the management are the costs which are largely dependent on the revenues and accordingly any change in revenue projections will also impact the costs similarly

 

1g value of the CGUs.

Asa result of the above test for impairment the recoverable amount of the CGUs exceeded the car

Goodwill in the Restated Consolidated Financial Information primarily consists of goodwill in manufacturing entity in Australia, The recoverable amount of manufacturing entity in Australia (CGU) would equal
its carrying amount if the key assumptions were to change as follows:

Prrenet Creer 2021 Prev eeT Prev aeeae)
From ‘From Tom ro

Long-term growth rate (%) 2.50% 1.51% 2.00% 0.10% 1.90% — -4.00%
Post-tax discount rate (%4) 13.00% 13.75 6 9% 13.00% 16.64%

 

Note: 6 Investments - non current

Peron Pre Pre, Pret Peers) Peet)

ICICI Prudential Fixed Maturity Plan Series 85-1156 days Plan Growth Direct Plan #
NIL units (31 March 2021: 5,000,000 units; 31 March 2020: 5,000,000 units and 31 March 2019:
5,000,000 units)

IDFC Fixed term Plan Series 177 Direct Plan Growth-1160 days*#
NIL units (31 March 2021: 7,000,000 units; 31 March 2020: 7,000,000 units and 31 March 2019: 7,000,000
units)

Mirae Asset Fixed Maturity Plan Series II1-1122 days-Direct Plan Growth" #
NIL units (31 March 2021: 3,000,000 units; 31 March 2020: 3,000,000 units and 31 March 2019:
3,000,000 units)

 

   

Tarked under Wen in favour of Tenders Tor securing borrowings as at qu March S057
# Marked under lien in favour of lenders for secured borrowings as at 31 March 2020

Aggregate amount of quoted investments - 381.85 166.58 151.39
Aggregate market value of quoted investments . 181.85 166.58 351.39

241
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

Note: 7 Other financial assets - non current

Peron Pomnere 31 March 2021 EreCRoretrt Pave SC}

(Unsecured, considered good (unless otherwise stated)

Security Deposits
Other bank balances
earmarked accounts

In deposit account*

 

   

INR T 32 Mn (oi March 2020 INT 53 Many a1 March 2020" INR 5.92 Mun and 31 Maron 2019: INK T33 Mn) Lodged as security agannst bank guarantee

Note: 8 Non-current tax assets (net)

Pond Poneto PreS CRE tat

rance Income Tax (Net o 105.41 101

 

3
rota T0540 To; 79-83 4-97

Note: 9 Deferred tax assets (net)

 
   

    
 

   

      

EYOU Eo eTaC)

 

enon Poneto 31 March 2021 EreC RSet

The balance comprises temporary differences attributable to:
Deferred tax assets

 
 
   
 
 
 
 
 
 
  
 

‘Allowance for doubtful debts and advances 33.67 42.03 36.32 30.73
Accumulated losses * 146.90 125.82 207.83 2
Amounts allowable for tax purpose on payment basis 7.76 818 48.64 826
Property, plant and equipment and Intangible assets : 0.84 . .
Lease s 80.58 73.18 92.76 62.01

 

Other temporary difference 74.94 73.26 62.10 57.49
Total 343.85, 323.31 467.65 758.39

Deferred tax liabilities
Property, plant and equipment and Intangible assets 0.03 58.38 8.05
Fair valuation of investment

Right-of-Use assets

 
 
  

 

[Deferred tax assets (net) 260.74 256.28 307.81 90.24

 

Refer note 37 for tax expenses
* absorption expected based on future taxable income

242
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

Note: 10 Other non-current assets

Pen Ue aE ee ECS ec TROLL C)

Unsecured, considered good
Capital advance 13.29 8.05 21.99
Prepaid expenses 0.89 058

rot z 94 B57

 

Note: 11 Inventories

ton Ue aE eC eee CECE RLS ECC)

Raw materials
[including Goods in transit INR 104.90 Mn (1 March 2021: INR 58.17 Mn ; 31 March 2020: INR 11.93 Mn and 31 March
2019: INR 20.70 Mn)]

| Work-in-progress

Finished goods

Stores and spares [Includes Goods in transit INR 4.29Mn (31 March 2021: INR 1.82 Mn ; 31 March 2020: INR 1.16 Mn and
[31 March 2019: INR NIL}]

 

Not
(The Group has expensed inventory of INR (1.02) Mn (31 March 2021: INR 52.91 Mn ; 31 March 2020: INR 49.46 Mn and 31 March 2019: INR (8.97) Mn) for writing down the value of inventories towards
slow moving, non-moving and obsolete inventory.

 

Gi) The mode of valuation of inventories has been stated in Note 2.12

(ii) Inventories have been pledged to secure borrowings of the group, wherever applicable. (Refer Note 20 and 23)

243
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

Note: 12 Investments - current

PORECe ras

(All amounts in INR million, unless otherwise stated)

Prey ciro era

31 March 2019

 

investments in Mutual Funds
Quoted

HCICI Prudential Fixed Maturity Plan Series 85-1156 days Plan G Direet Plan@
5,000,000 units (31 March 2021: NIL units; 31 March 2020: NIL units and 31 March 2019: NIL units)

DFC Fixed term Plan Series 177 Direct Plan Growth-1160 days@
7,000,000 units (31 March 2021: NIL units; 31 March 2020: NIL units and 31 March 2019: NIL units)

[Mirae Asset Fixed Maturity Plan Series I1I-1122 days-Direct Growth@
3,000,000 units (31 March 2021: NIL units; 31 March 2020: NIL units and 31 March 2019: NIL units)

Unquoted

 

| Aditya Birla Sun Life Corporate Bond Fund- Direct Plan- Growth
866,995 units (31 March 2021: 866,995 units ; 31 March 2020: 518,905 units and 31 March 2019: NIL units)

| Aditya Birla Sun Life Liquid Fund-Direct Plan- IDCW- Daily
[NIL units (31 March 2021: NIL units ; 31 March 2020: 958,578 units and 31 March 2019: NIL units)

| Aditya Birla Sun Life Banking and PSU Debt Fund- Direct Plan- Growth
152,462 units (31 Mareh 2021: 152,462 units ; 31 March 2020: 152,462 units and 31 March 2019: NIL units)

| Aditya Birla Sun Life Money Manager Fund
}242,320 units (31 March 2021: NIL units; 31 Mareh 2020: NIL units and 31 March 2019: NIL units)

  

| Aditya Birla Sun Life Savings Fund- Direct Plan- Growth#
[NIL units (31 March 2021: NIL units ; 31 March 2020: 67,502 units and 31 March 2019: 67,502 units)

[Axis Treasury Advantage Fund- Direct Growth@*#

19,522 units (31 March 2021: 12,322 units; 31 March 2020: 12,322 units and 31 March 2019: NIL units)

  

| Axis Short Term Fund- Direct Plan- Growth
[6,111,231 units (31 March 2021: 6,111,231 units; 31 March 2020: NIL units and 31 March 2019: NIL units)

| Axis Liquid Fund - Direct Growth
8,707 units (31 March 2021: NIL units ; 31 March 2020: 90,685 units and 31 March 2019: NIL units)

DSP Banking & PSU Debt Fund- Direct Plan- Growth,
1,715,129 units (31 March 2021: 1,715,129 units; 31 March 2020: 1,715,129 units and 31 March 2019: NIL units)

IDsP Low Duration Fund-Direct Plan- Growth

Jo73,263 units (31 March 2021: 973,263 units; 31 March 2020: NIL units and 31 March 2019: NIL units)

 

DSP Saving Fund-Direet Plan- Growth
2,924 units (31 March 2021: 1,189,187 units ; 31 March 2020: NIL units and 31 March 2019: NIL units)

DSP Ultra Short Fund-Direct Plan- Growth

[42,402 units (31 March 2021: 65,104 units ; 31 March 2020: NIL units and 31 March 2019: NIL units)

 

Franklin India Liquid Fund - Super Institutional Plan- Direct
[NIL units (31 March 2021: NIL units; 31 March 2020: NIL units and 31 March 2019: 45,135 units)

Franklin India Short Term Income Plan - Retail Plan Growth"
NIL units (31 March 2021: NIL units; 31 March 2020: NIL units and 31 March 2019: 37,000 units)

DFC Corporate Bond Fund- Direct Plan- Growth@*#
3,195,709 units (31 March 2021: 3,195,709 units; 31 March 2020: 2,196,239 units and 31 March 2019: NIL units)

  

DFC Liquid Plan-Direct Plan- Growth
INIL units (31 March 2021: NIL units; 31 March 2020: 74,207 units and 31 March 2019: NIL units)

 

HCICI Prudential Liquid Fund - Institutional- Dividend- Daily
[NIL units (31 March 2021: NIL units; 31 March 2020: 521,740 units and 31 March 2019: NIL units)

HcICt Prudential Overnight Fund- Regular Plan- Growth
INTL units (31 March 2021: NIL units; 31 March 2020: 2,150,968 units and 31 March 2019: NIL units )

HCICI Prudential Short Term Fund- Direct Fund- Growth
1,133,953 units (31 March 2021: 1,133,953 units; 31 March 2020: 1,133,953 units and 31 March 2019: NIL units)

HCICI Prudential Ultra Short Term Fund-Growth
[5,705,071 units (31 March 2021; 6,141,689 units; 31 March 2020: NIL units and 31 March 2019: NIL units)

 

CIC Prudential Savings Fund - Direct Plan- Growth@*#
{69,502 units (31 March 2021: 69,502 units; 31 March 2020: 69,502 units and 31 March 2019: 69,502 units)

 

iciCt Prudential Liquid Fund - Direct Plan - Daily Dividend
INIL units (31 March 2021: NIL units; 31 March 2020: NIL units and 31 March 2019: 1,550 units)

DFC Bond Fund-Short Term- Direct Plan- Growth
698,262 units (31 March 2021: 698,262 units; 31 March 2020: 698,262 units and 31 March 2019: NIL units)

DFC Low Duration Fund- Direct Plan- Growth@*
845,823 units (31 March 2021: 845,823 units; 31 March 2020: NIL units and 31 March 2019: NIL units)

DFC Corporate Bond Fund- Direct Plan- Growth
15,451,773 units (31 March 2021: 5,451,773 units; 31 March 2020: NIL units and 31 March 2019: NIL units)

61.30

86.08

36.50

76.37

44.85

70.28

49.00

157-41

20.06

33.25

15,55

122.10

81.70

55.99

132.08

29.57

3312

26.19

84.43

75.20

44.17

30.59

155.24

32.90

15.40

50.07

185.83

80.48

 

29.17

32.72

25.93

83.24

40.93

96.04

40.70

27.06

28.65

90.77

30.38

50.70

75.68

52.23

215.10

 

27.13,

30.28

25.09

45-24

147.90

25.10

 

244
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

Note: 12 Investments - current

Partner PERE Cae OL cio eae Co eC MME TEC ELOC)

 

 

Kotak Corporate Bond Fund- Direct Plan- Growth@*# 97-73 96.39 21.93 20.08
[32,296 units (31 March 2021: 32,296 units ; 31 March 2020: 7,945 units and 31 March 2019: 7,945 units)

 

  

 

 

 

 

Kotak Banking and PSU Debt Fund-Direct Plan- Growth@*# 56.33, 51.25 -
1,075,722 units (31 March 2021: 1,075,722 units; 31 March 2020: 1,075,722 units and 31 March 2019: NIL units)

Kotak Bond Short Term Plan-Direct Plan-Growth@*# 56.31 55.49 51.19 -
1,276,236 units (31 March 2021: 1,276,236 units; 31 March 2020: 1,276,236 units and 31 March 2019: NIL units)

Kotak Savings Fund -Direct Plan- Growth 116.35 55.51 - -
3,324,721 units (31 March 2021: 1,600,535 units; 31 March 2020: NIL units and 31 March 2019: NIL units)

Nippon India Banking & PSU Debt Fund- Direet Growth Plan 136.78 134.84 - -
8,211,606 units (31 March 2021: 8,211,606 units; 31 March 2020: NIL units and 31 March 2019: NIL. units)

!Nippon India Liquid Fund - Direct Growth Plan 20.06 - - -
13,953 units (31 March 2021: NIL units; 31 March 2020: NIL units and 31 March 2019: NIL units)

/Nippon India Money Market Fund - Direet Growth Plan 50.12 - - -
5,417 units (31 March 2021: NIL units; 31 March 2020: NIL units and 31 March 2019: NIL units)

Reliance Credit Risk Fund -Growth Plan- Growth Option* - - - 18.58
{NIL units (31 March 2021: NIL units; 31 March 2020: NIL units and 31 March 2019: 4,600,000 units)

|SBI Banking & PSU Fund- Direct Plan- Growth@*# 129.35 127.68 51.23 -
[49,992 units (31 March 2021: 49,992 units; 31 March 2020: 21,657 units and 31 March 2019: NIL units)

{SBI Overnight Fund- Regular Plan- Growth - - 135.07 -
[NIL units (31 March 2021: NIL units; 31 Mareh 2020: 133,748 units and 31 March 2019: NIL units)

[Total 3,878.98 4,561.92 1,166.63 38215
@ Marked under lien in favour of lenders for Secured borrowings as at 30 June 2031

* Marked under lien in favour of lenders for secured borrowings as at 31 March 2021

# Marked under lien in favour of lenders for secured borrowings as at 31 March 2020

* Marked under lien in favour of lenders for secured borrowings as at 31 March 2019

Aggregate amount of quoted Investments 183.88 - - -
Aggregate market value of quoted investments 183.88 - - -
Aggregate amount of unquoted investments 1,695.10 1,561.92 1,166.63 382.45

(245
Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

Note: 13 Trade receivables and contract assets

Perron etcy PORT TOC eet TCT eet MES BL Eas et)

(Current
Trade Receivables
(a) Unsecured, considered good 4 Ag 42 2 08 9 4 a ee 2 008 45
\(b) Credit impaired

— = as mn T at = EX — —
[Allowance for credit losses 80.38, ng (658) 5.87)
Net Receivables 7,671.42 2203.95 7,828.06 2,005.45
[Contract assets
(a) Unsecured, considered good 26.34 4.69 24.12 97.79

26.34 2412. 7:79

[Allowance for credit losses
(Net Contract Assets 26.34 4. a5 24.12 97-79
Total 1,697.76 2,208.64 7,852.18 2103.24

 

‘Trade receivables ageing schedule:
@ As at 30 June 2021

Memoria on Cen crn tn
poten ete et Ee Co Toe
Byte bits cE Rr ed
Patni Reta
() Undisputed Trade receivables - considered good
(ii) Undisputed Trade Receivables - which have significant increase in credit risk
(iii) Undisputed Trade Receivables - credit impaired
(iv) Disputed Trade Receivables - considered good
(v) Disputed Trade Receivables - which have significant increase in credit risk
vi) Disputed Trade Receivables - credit impaired

Gi) As at 31 March 2021

rector inc en Cn chn inns
Pestana et Ce Ct Corer rey Prey
Not Due Pea rete Red

ptr Rtg Arete
(i) Undisputed Trade receivables - considered good . . y ¥ . . 2,203.95
(ii) Undisputed Trade Receivables - which have significant increase in credit risk
(iii) Undisputed Trade Receivables - credit impaired , / . 2 . . 113.93
(iv) Disputed Trade Receivables - considered good .
(v) Disputed Trade Receivables - which have significant increase in credit risk
(vi) Disputed Trade Receivables - credit impaired

 

[1076.26] 99218 T 10618 T8436 [6.88 Teo TT 2317.88 |

246
Tega Industries Limited
CIN: U25199WB1976PLC030532,
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

Gii) As at 31 March 2020

(Meenas Gets Sethe ee ces santas
poverty) eee Me Coe = ra OST
Pettey Rot ks a Mi Reed

(i) Undisputed Trade receivables - considered good
(ii) Undisputed Trade Receivables - which have significant increase in credit risk

ii) Undisputed Trade Receivables - credit impaired
(iv) Disputed Trade Receivables - considered good
(v) Disputed Trade Receivables - which have significant increase in credit risk
i) Disputed Trade Receivables creditimpaired

 

(iv) As at 31 March 2019

Ment tomo Gets Petree Ce ches acts

PS tonto Pe et =o Cote Tey

months Reta = i Reet
1) Undisputed Trade receivables - considered good 1,085.52 z i : x . 2,005.45
(ii) Undisputed Trade Receivables - which have significant increase in credit risk =
(iii) Undisputed Trade Receivables - credit impaired 21.08 - 5. x ¥ 3. 76.87
(iv) Disputed Trade Receivables - considered good 2
(v) Disputed Trade Receivables - which have significant increase in credit risk
(vi) Disputed Trade Receivables - credit impaired

 

(i) There are no outstanding receivable due from directors or other officers of the company.
(ii) Trade Receivables and Contract Assets have been pledged to secure borrowings of the group, wherever applicable (Refer Note 20 and Note 23).

 

(iv) Contract assets as at each reporting dates are undisputed and falling within the "Not Due" bracket. Unbilled dues amounting to INR 26.34 Mn (31 March 2021: INR 1.52 Mn, 31 March 2020: INR 24.12 Mn and 31 March 2019:
INR 4.09 Mn) are included under Contract Assets.

247
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

Note: 14 Cash and cash equivalents

Perera ROR SeLest Brevriccneets Preven 31 March 2019

In current accounts
In deposit account (less than 3 months maturity)

 

Note: 15 Other bank balances

Prertn ed Peete Prevrioreets Era vE TS EEL Preys letac)

{Earmarked accounts
-In Unpaid Dividend accounts
Hin deposit account®

 

SINR 1.64 Mn (gi March 2001 INR 5.21 Mn y gi March 2020; INR0.38 Mi and 31 March 2019: INK 4.09 Min) Lodged as Security against bank guarantee,

Note: 16 Other financial assets - current
Prana Peers Erecroecrss Breyer) Prevesti)

Security deposits
interest receivables
Derivative assets
Other receivables

 

Note: 17 Current tax assets (net)

pretend POR ets Prevruc eet Pre ErS ery Prev esretrc)

Avance Income Tax (Net of Provision for Income Tax} z 1549 30-54, 134
ar z 15-49 30-54 314

 

Note: 18 Other current assets

Pr rtenrnad PORE rss Erecroecrss pres riroerrty prev etacy

[Accruals under duty drawback and other export incentives
Balances with government authorities
[Advance to suppliers

Considered good
Considered doubtful

Less: Provision for doubtful advances
Prepaid expenses

{Employee advances

Other receivables

 

248
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

Note: 19A Equity share capital
(a) Authorised share capital

reg
pred

FAs at 1 April 2018 70,000,000

[Changes during the year -

[As at 31 March 2019 70,000,000

Porarenots

IChanges during the year -

/As at 31 March 2020 70,000,000
IChanges during the year -
JAs at 31 March 2021 70,000,000
Changes during the period :
[As at 30 June 2021 70,000,000

(b) Issued, Subscribed and fully Paid -up Shares
omens

eed
57,600,868,

Particulars

[As at 1 April 2018.
Changes during the year

| As at 31 March 2019
Changes during the year
/As at 31 March 2020
Changes during the year

| As at 31 March 2021
Changes during the period
|As at 30 June 2021

57,600,868
57,600,868
57,600,868
57,600,868

(©) Equity shares held by the parent company of the company

Pr tant
ae
Equity shares

Nihal Fiscal Services Private Limited, the ultimate holding company 36,553.153

(a) Details of the shareholders holding more than 5% of equity shares of the Company

RETRO tees one toc co
Se

Equity shares

Nihal Fiscal Services Private Limited, the ultimate holding company

36,553,153
8,663,159
7,941,856,

 

 

As at 30 June 2021

 

Peete

 

(All amounts in INR million, unless otherwise stated)

Petar

Pte

errere ons etry
% holding No

Berens) Berta sur esoc)

% holding Sos act Nos % holding

63.46% 36,553,153 63.46% 36,553,153 63.46% 36,553,153 63.46%

Eres PCE RS eUC Tone teas
Pa ocr com Pact No

PCE a sete e tt)
pact

TETyr)
Bact

63.46%
18.48%
13.79%

36,553,153
10,645,453
7,941,856

36,553,153
8,461,427
7,941,856

63.46%
14.69%
13.79%

36,553,153
10,645,453
7,941,856,

249
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in INR million, unless otherwise stated)

(c) Rights, preferences and restrictions attached to equity shares
‘The group has one class of equity shares having par value of INR 10/-. Each equity shareholder is entitled to vote in the same proportion as the equity capital paid (whether fully paid or partly paid) held by the shareholder bears to the total paid
up equity capital of the group. Each equity shareholder is entitled to dividend in proportion of the amount paid up as and when the group declares and pays dividend after obtaining shareholders’ approval. Dividends are paid in Indian Rupees.
In the event of liquidation, the Equity Shareholders are eligible to receive the remaining assets of the group after distribution of all preferential amounts, in proportion to their shareholding.

‘Wagner Limited ("the Investor") holds 76,893 equity shares in the Holding Company. The Holding Company had issued Bonus shares in October 2013 in the ratio of 12:1 on both its Equity shares and CPP. Post this issue the number of equity
shares held by Wagner Limited in the Holding Company stands at 999,609 shares. Also refer Note 49.

 

‘As per the shareholders agreement dated 29 April 2011 and subsequent amendments thereof, if for any reason, whatsoever, the Holding Company fails to conduct the IPO before 30 September 2021 (subsequently extended to 31 December 2021
or such other date as may be mutually agreed between the parties prior to 31 December 2021 ("Long Stop Date") vide amendment agreement dated 7 August 2021) (“Put Option Trigger Date”), the Investor shall either require the Promoters to
purchase any or all of the Investor Shares held by the Investor as on the date of exercise of the put option (“Put Shares”), and the Promoters shall be obliged to purchase the Put Shares (“Put Option”) or cause the Holding Company to buy back
the Put Shares (“Buy-Back Option”) at the Fair Market Value price per Put Share,

(®) Shares reserved for issue under options
Pursuant to approved employee stock option scheme 2011, the Group has granted 498,628 nos of employees stock options of which none of the options have been exercised. Also refer Note 47.

(g) Shares held by the promoters
(i) As at 30 June 2021

& erent eet Ree sean Deon entail
Nerd shares

Equity shares
‘Mr Madan Mohan Mohanka 8,663,159
Mr Mehul Mohanka 2,003,315
‘Mr Manish Mohanka 7,941,856
Nihal Fiscal Services Private Limited 36,553,153

 

55,161,483

 

(ii) As at 31 March 2021

Sl So cea Deere cers Chet
ens pen

Equity shares

‘Mr Madan Mohan Mohanka 10,645,453
Mr Manish Mohanka 7,941,856
Nihal Fiscal Services Private Limited 36,553,153

 

 

55,140,462

 

 

 

 

250
‘Tega Industries Limited
CIN: U25199WB1976PLC030532

Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in INR million, unless otherwise stated)

(iii) As at 31 March 2020

Earn = %of total
PO icomi titel No. of shares

Donret rota nro
eo shares ni ile

Equity shares
‘Mr Madan Mohan Mohanka 10,645,453
Mr Manish Mohanka 7,941,856

Madan Mohan Mohanka (HUF)
Mehul Mohanka (HUF) 14,521
‘Marudhar Food & Credit Limited 1,300,000
Nihal Fiscal Services Private Limited 36,553,153

 

56,454,983

 

(iv) As at 31 March 2019

al , _ %of total

eto rt Poeun Mort tacos

ried ee
Equity shares
Mr Madan Mohan Mohanka 8,461,427
‘Mr Manish Mohanka 7,941,856

Madan Mohan Mohanka (HUF) 2,184,026
‘Mehul Mohanka (HUF) 14,521
Marndhar Food & Credit Limited 1,300,000
Nihal Fiscal Services Private Limited 36,553,153

 

 

 

56,454,983

 

 

considered as per the annual return filed by the company for the respective years

251
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in INR million, unless otherwise stated)

Note: 19B Preference share capital
(a) Authorised share capital

Compulsorily Convertible Participatory Preference shares

portant eae! PRS
ped

[As at 1 April 2018. 10,000,000
Changes during the year -
|As at 31 March 2019 10,000,000
Changes during the year -

As at 31 March 2020 10,000,000
Changes during the year -
|As at 31 March 2021 10,000,000
[Changes during the period :
[As at 30 June 2021 10,000,000

 

Redeemable Preference shares
eres
ered
As ati April 2018. 25,000,000
[Changes during the year -
|As at 31 March 2019 25,000,000
[Changes during the year -
|As at 31 March 2020 25,000,000
Changes during the year -
|As at 31 March 2021 25,000,000
[Changes during the period :
[As at 30 June 2021 25,000,000

Petar

 

(b) Issued, Subscribed and fully Paid -up Shares

Compulsorily Convertible Participatory Preference shares
portant oes PRT
or

[As at 1 April 2018. 8,692,281

Changes during the year -

/As at 31 March 2019 8,692,281

Changes during the year -

/As at 31 March 2020 8,692,281

Changes during the year -

Js at 31 March 2021 8,692,281

Changes during the period -

 

[As at 30 June 2021 8,692,281
(c) Details of preference shareholders holding more than 5% of preference shares of the company

perterp cries t 31 March 2021 Btrieve rte) Perec rot)

pS LEU 8 Non Paton Rm Batons Non % holding Non % holding

[Compulsorily Convertible Participatory Preference shares
[Wagner Limited 8,692,281 8,692,281 8,692,281 8,692,281

 

252
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in INR million, unless otherwise stated)

(a) Rights, preferences and restrictions attached to preference shares
‘The Group has issued compulsorily convertible participatory preference shares (CPP) at face value of INR 10/- each having right to a preferential dividend of a fixed amount aggregating to INR 500/- per annum.

Conversion Option as at 30 June 2021:

‘The date of conversion is the earliest of

(a) Immediately prior to transfer of CCPP by the Investor, (other than to its affiliates) in accordance with shareholders agreement dated 29 April 2011 and subsequent amendments thereof.

(b) The Company filing its red herring prospectus for an initial public offering

(c) 30 September 2021 (subsequently extended to 31 December 2021 or such other date as may be mutually agreed between the parties prior to 31 December 2021 ("Long Stop Date") vide amendment agreement dated 7 August 2021)

Conversion Option as at 31 March 2021:
‘The date of conversion is the earliest of

(a) Immediately prior to transfer of CCPP by the Investor, (other than to its affiliates) in accordance with shareholders agreement dated 29 April 2011 and subsequent amendments thereof.
(b) The Company filing its red herring prospectus for an initial public offering

(©) 30 September 2021

Conversion Option as at 31 March 2020:

‘The date of conversion is the earliest of

(a) Immediately prior to transfer of CCPP by the Investor, (other than to its affiliates) in accordance with shareholders agreement dated 29 April 2011 and subsequent amendments thereof.
(b) The Company filing its red herring prospectus for an initial public offering

(©) 1 April 2021

Conversion Option as at 31 March 2019:
‘The date of conversion is the earliest of

(a) Immediately prior to transfer of CCPP by the Investor, (other than to its affiliates) in accordance with shareholders agreement dated 29 April 2011 and subsequent amendments thereof.
(b) The Company filing its red herring prospectus for an initial public offering

(©)1 April 2020

(c) Terms of conversion for compulsorily convertible participatory preference shares:
‘The Holding Company had issued 668,637 compulsorily convertible participatory preference shares (CCPP) to Wagner Limited on the terms and conditions as detailed in the Share Subscription and Shareholder Agreement (the Agreement)
dated 29 April 2011 and subsequent amendments thereof, entered into between the Holding Company and Wagner Limited. The Agreement inter alia provided for the mode and manner of conversion of 668,637 CCPP into 668,637 Equity
shares. The Holding Company issued Bonus shares in October 2013 in the ratio of 12:1 on both its Equity shares and CPP. Post this issue the number of CCPP held by Wagner Limited in the Holding Company stands at 8,692,281 shares. Also
refer Note 49.

Ina liquidity event (a) the CCPP will rank senior to the Equity Shares and any other Equity Securities issued by the Group; and (b) the Shares shall have liquidation preference equal to the investment amount.

Optional Conversion: The Investor shall have the right to convert the CPP into Equity Shares (at the Investor’s option); at any time and from time to time: (a) after 2 (two) years from the Closing Date; or (b) upon the occurrence of a Liquidity
Event. "Closing date" as per" Share Subscription and Share Purchase Agreement” dated is the such dates as the party may mutually agree to in writing.

Put Option

‘As per the shareholders agreement dated 29 April 2011 and subsequent amendments thereof, if for any reason, whatsoever, the Holding Company fails to conduct the IPO before 30 September 2021 (subsequently extended to 31 December 2021
or such other date as may be mutually agreed between the parties prior to 31 December 2021 ("Long Stop Date") vide amendment agreement dated 7 August 2021) (“Put Option Trigger Date”), the Investor shall either require the Promoters to
purchase any or all of the Investor Shares held by the Investor as on the date of exercise of the put option (“Put Shares”), and the Promoters shall be obliged to purchase the Put Shares (“Put Option”) or cause the Holding Company to buy back
the Put Shares (“Buy-Back Option”) at the Fair Market Value price per Put Share.

253
‘Tega Industries Limited
CIN: U25199WB1976PLC030532

Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in INR million, unless otherwise tated)

Note: 19€ Other equity

 
 

Penn

    
   
  
 
 

  

 

Securities premium 90230 9020, 902.10
General reserve wo 337.98 337.98 337.98
Retained earnings i) 4327.79 4210.82 2.83984
Foreign Currency Translation Reserve ww 80.24 22.91 (18.44)

0.48 0.48 0.48

 

Share options outstanding account

    

{a} Securities premium

 

 

 

 

 

 

 

 

 

 

 

 

Balance atthe beginning and end of the period/ year 902.10 902.10 902.10 902.10
Gi) General reserve
Balance at the beginning and end of the period/ year 337.98 337.98 337.08 337.98
ii) Retained earnings
Balance atthe beginning ofthe period/ year 4210.82 2,830.84 2,180.69 1855.25
Ind AS 16 transition adjustment (refer Annexure VD) : - 9.66 :
Talance as on + Aprils per Audited Consolidated Financial Statements aoe Bag08 90.35 TiSses
Restated profit forthe period/ year 8.82 1,364.05 1655.04 326.28
Items of other comprehensive income recognised directly in retained earnings
~ Remeasurements of post-employment benefit obligation, net of tax (185) 2.96 (a0) (399)
"Transfers within equity : (5.08) : :
Other Adjustments : 7.65 : :
Adjustment arising on disposal of subsidiaries : és : 354
Appropriations
Dividend on preference shares : (0.00%) (0.00") (000°)
“Tax on dividend on preference shares : : - (0.00")
“Tax on dividend from joint venture - : (39) (0.49)
Talanceat the end of the period] year Tae FETE 239.84 2160.69
(iv) Foreign Currency Translation Reserve
Balance at the beginning of the period year 2291 (118.44) (73.3) 1136
Ind AS 16 transition adjustment (refer Annexure VD) - . (0.20)
Talance as on t Aprias per Audited Consolidated Financial Statements 2aor TaB.aa) 73:33) 136
Add: Transfers within equi : 3.08 -
‘Add: Adjustment for translation of Non Integral Foreign Operation 57.33 138.27 ag.) (64.49)
Talarice atthe end ofthe period] year Bo.2a 22.98 i844) 173.19)
(v) Share options outstanding account
Balance atthe beginning and end of the period/ year 048 048 0.48 0.48
[Totar 50a8.59 Bares, 551.96 wage

 

 

“Amount Is below the rounding olf norm adopted by the Group

Nature and purpose of other reserves

( Seeurites premium reserve
Securities premium is used to record the premium received on issue of shares. The reserve is utilised in accordance with the provisions of the Companies Act, 2013.

Gi General reserve
Under the erstwhile Companies Act 1956, a general reserve was ereated through an annual transfer of net profit ata specified percentage in accordance with applicable regulations. Consequent to the introduetion
ofthe Companies Act 2018, the requirement to mandatory transfer a specified percentage of net profit to general reserve has been withdrawn,

(Gi) Retained earnings
Retained Earnings are the profits that the Company has earned till date, less any transfer to general reserve, dividends or other distributions paid to shareholders.

Gv) Foreign Currency Translation Reserve
Exchange differences arising on translation of assets, Fabilities, income and expenses of the Group's foreign subsidiaries are recognised in restated other comprehensive income and accumulated separately in

{foreign curreney translation reserve. The amounts recognised are transferred to the Restated Consolidated Statement of Profit and Loss on disposal of the related foreign subsi

 

 

(v) Share options outstanding account
‘The share options outstanding account is used to recognise the grant date fair value of options issued to employees under the Company's Employee stock option plan, Refer note 47

254
‘Tega Industries Limited
CIN: U25199WB1976PL.Co30532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR millon, unless otherwise stated)

Note: 20 Borrowings -Non current

 

 

 

 

 

 

 

 

 

 

Secured
‘Term Loans from banks (Refer (a) and (b) below) 981.97 1,008.01 14051-74 828.67
Less: Current Maturities of Long Term Debt (Refer Note 23) (200.63) (187.89) (u13 50) (230.87)
[Total ay 7BE84 B20 238.24 3S8.80
secured
‘Vehicle loans from banks (Refer () below) 10.08 10.86 17.93 13.23
Less: Current Maturities of Long Term Debt (Refer Note 23) (3.30) (3.34) (4.40) (470)
[Total Gay 678 752, Bay 8.53
[Total Secured Borrowings (C= AB) 78a 27.64 o5LO7 397.33
Unsecured
‘Term Loans from banks (Refer (d) below) 5336 58.43 *
Less: Current Maturities of Long Term Debt (Refer Note 23) (24.43) (23.97), -
[Total Unsecured Borrowings (D) 28.73 3446 = =
[Total (rb) 56.85 Boa10 5807 597.33

 

 

 

 

(@) Details of secured term loan facili

eee BN Semen Part Cornered Sree ad

 

Repayable in 20 unequal quarterly installments starting from 28 June 2018|
in the following manner-(a) first 4 installments of 2.50% each (b) next 6
installments of 4.00% each (c) next 2 installments of 6.00% each (d) next 4| 85.48 98.70 139.98 155.60 usp 28-Mar-23
installments of 8.00% each (c) next 2 installments of 5.00% each (1) next 2

installments of 6.00% each

[3 month USD LiBoR|
plus 300 basis points

 

 

Repayable in 28 unequal quarterly instalments starting from 28 June 2018|
in the following manner:(a) first 4 installments of 0.50% each (b) next 4|
installments of 1.00% each (c) next 6 installments of 2.00% each (d) next 156.09 157.19 177.81 169.43, usp 28-Mar-25
installments of 4.00% each (e) next 6 installments of 6.00% each (D) next
installments of750% each

ls month USD LiBoR|
plus 325 basis points

 

 

Repayable in 20 unequal quarterly installments starting from 22 October]
2019 in the following manner:(a) first 4 installments of 2.50% each (b) next 6]
installments of 4.00% each (c) next 2 installments of 6.00% each (d) next 289.89 299.75 350.41 usp 2aJubog
installments of 8.00% each (c) next 2 installments of 5.00% each (1) next 2

installments of 6.00% each

ly month USD L1BoR|
plus 290 basis points

 

Repayable in 28 unequal quarterly installments starting from 22 October]
2019 in the following manner:(a) first 4 installments of 0.50% each (b) next |
installments of .00% each (c) next 6 installments of 2.00% each (2) next 4 353.07 350.92 37454 : usp 2aJul-26
installments of 4.00% each (e) next 6 installments of 6.00% each (1) next 4
installments 0f750% each

ly month USD LiBoR|
plus 315 basis points

 

 

‘3 month USD LIBOR|

 

 

 

 

ph Gets ing 29 Dee ; : ae iii | aaa
npn yop quae ninety om lpi : . : sors] USD | mialgear ou | Stonth USD LBOR

 

 

 

 

 

 

 

 

 

 

Thased on dosing rate

() Terms loans of INR 884.53 Mn (31 March 2021: INR 906.56 Mn ; 31 March 2020: INR 1,051.74 Mn and $1 March 2019: INR 965.04 Mn) are secured by frst charge on pari-passt basis with the existing lender wherever applicable on
fixed assets of the company (both moveable and immovable) and second charge on the current assets to be shared on pari-passu basis with the other working capital and term lenders of the Borrower, Exclusive charge of term loans over
certain mutual funds given on lien as Minimum Reserve Amount. Also refer note 6 and 12,

 

‘Term Loan of INR 97-44 Mn (31 March 2021: INR 101.45 Mn ; 31 March 2020: INR NIL and g1 March 2019: INR NIL) is secured by Stand-By Letter of Credit given by the Holding Company.

‘Term Loan of INR NI

  

L (31 March 2021: INR NIL ; 31 March 2020: INR NIL and 31 March 2019: INR 462.73 is secured by Corporate Guarantee given by the Holding Company.

(© Vehicle loans of INR 8.07 Mn (31 March 2021: INR 8.74 Mn ; 31 March 2020: INR 12.15 Mn and 31 March 2019: INR 10.06 Mun) is secured by hypothecation of vehicle purchased and are repayable in thirty six to sixty monthly equated
installments commencing from the subsequent month in which the Ioan i taken carrying fixed interest ranging from 8.50% to 12.00% per annum.

\Vehiele loan of INR NIL (j1 March 2021: INR NIL ; 31 March 2020: INR.
‘each during the period upto 24 May 2024,

 

50 Mn and 31 March 2019: INR NIL, is secured by hypothecation of vehicle purchased and is interest free and repayable in bisweekly installments of INR 0.02 Mn

 

Vehicle loan of INR 2.01 Mn (31 March 2021: INR 2.12 Mn ; 31 March 2020: INR 2.58 Mn and 31 March 2019: INR 3.17 Mn) is secured by bypothecation of vehicle purchased and is interes free and repayable in bi-weekly installments of
INR 0.03 Mn each during the period upto 2 April 2024.

 

 

aaa Sees en ee
HRepayable fully upto 31 December 2022 and is eligible for forgiveness of] 7 oe Bocas ;
[CAD 20,000, ifthe balance amount of CAD 40,000 is repaid by the said date as aes . . cap grDecs Interest Free
Repaable Tn go sated month saliments waring from 15 Taman aa eal : ; ar ae Tue

 

 

 

 

 

 

 

 

 

 

T based on dosing ne

255
‘Tega Industries Limited
CIN: U25199WB1976PLCo30532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR milion, unless otherwise stated)

Note: 21 Other financial li

 

bilities - non current

Particulars Sern : Res Ene wreh 2019

 

 

 

Derivative liabilities 82.66 89.23 13307 33.74
[Totar Bae EOE T3507 sa7a
Note: 22 Deferred tax liabilities (net)

 

  
  

   

    
    
 
 
  
 

Perens oneness

    

Se ete Prec ens eare)

The balance comprises temporary differences attributab
Deferred tax liabilities

Property, plant and equipment and Intangible assets 72.87 74.29 35.52 92.08
‘Undistributed earnings of Joint Venture 30.83, 38.29 4742 24.74

 
 
   
 
  
 
   

Fair valuation of investment 3087 26.81 8.66
Rightof-Use assets
Other temporary difference

Total T5445, Tpo.82 35.50 Ta.33

 

Deferred tax assets
Allowance for doubtful debts and advances 12.66 1210 on 15.26
‘Amounts allowable for tax purpose on payment basis 4uat 36.61 0.93, 38.99)
‘Accumulated losses * : : 8.90 17.48
Lease liabilities 10.08 way 1.96 28.21
Other temporary difference

Total

 

 

 

Refer note 37 for tax expenses
* absorption expected based on future taxable income

256
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

‘Note: 23 Borrowings - current

Popes Breve ee eT Coy Pret ers eat)

[Rupee loan from banks (Refer (a) below)

Foreign currency loans from banks (Refer (b) below)

[current maturities of long-term debt
“Term loan from banks
Vehicle loan from banks

 

‘ota 025.53 OE 1488.27 7520.57

 

Nature of Security:
(a) All the above facilities are secured by first charge over entire current assets (both present and future) of the Group on pari-passu basis with other banks and collaterally secured by
mortgage/ hypothecation charge on the immoveable and moveable fixed assets owned by the Group on pari-passu second charge basis with other Banks. Interest rate ranges from 4.40% to
5.97% (31 March 2021: 4.50% to 13.50% ; 31 March 2020: 8.50% to 10.75% and 31 March 2019: 8.50% to 10.75%).

(b) Foreign currency loan from bank of INR 141.06 Mn (31 March 2021: INR 137.01 Mn ; 31 March 2020: INR 143.14 Mn and 31 March 2019: INR 131.28 Mn) is secured by Stand-By Letter of
Credit given by the Holding Company.

Foreign currency loan from bank of INR 126.85 Mn (31 March 2021: INR 37:71 Mn ; 31 March 2020: INR 400.16 Mn and 31 March 2019: INR 205.17 Mn) is secured first charge over entire
current assets (both present and future) of the Group on pari-passu basis with other banks and collaterally secured by mortgage/ hypothecation charge on the immoveable and moveable
fixed assets owned by the Group on pari-passu second charge basis with other Banks. Interest rate ranges from 0.30% to 5.04% (31 March 2021: 2.34% to 8.80% ; 31 March 2020: 0.50% to
1.75% and g1 March 2019: 2.75% to 10.25%).

257
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

Note: 24 Trade payables

(All amounts in INR million, unless otherwise stated)

Serene

ee

eC Etar)

 

 

 

(a) Total outstanding dues of micro enterprises and small enterprises 38.26 4220 32.00 3358
(b) Total outstanding dues of creditors other than miero enterprises and

small enterprises

Gi) Acceptances 327.85 72.88 2162 187.15
Gi) Others 808.33, 572.72 599.84 586.10
Total FROEES Can 35.06 306.53

 

 

‘Trade pavables ageing schedul

@ Asatgo June 2021

Lo Pe EE

See

 

 

 

Peet Reet ene erreny Peace epee:
(a) Undisputed total outstanding dues of micro and small enterprises B Spero B02 32 an 38.26
nepotism sng wax nase 088 068 ws | “asgean:
(c) Disputed dues of micro and small enterprises : : : : : :
(a) Disputed total outstanding dues of creditors other than micra and small - : z is . 5
enterprises
rat wags | ——o5m35 | sino 730 rz 7075 as

 

 

(@) As at 31 March 2021

er oT

So TT

 

 

re ec re Pe oo
a) Undisputed total outstanding dues of micro and small enterprises = 27.33 a 350 nee 142.20
ested tating ese or tran mn wood teal ane, i we ae ae
fc) Disputed dus of micro and smallenterprses - : : : 3 :
a) Dispted ttl outstanding dues of eretors othe than micro and small : : : : : : .
enterprises
rota =e | ee ee oa TET ag TEs

 

 

(ii) As at g1 March 2020

PST ere}

 

(a) Undisputed total outstanding dues of micro and small enterprises
(b) Undisputed total outstanding dues of ereditors other than mero and
smal enterprises

(c) Disputed dues of micro and small enterprises

(a) Disputed total outstanding dues of ereditors other than micro and small
enterprises

 

   

reer

    
         

= eee

re eT

parce)

   
 
 
 
  
 

 

Total

   

(iv) As at 31 March 2019

Particulars

 

 

    
 
 
 
 
  
   
 

(2) Undisputed total outstanding dues of micro and small enterprises
(b) Undisputed total outstanding dues of creditors other than miero and
small enterprises

(c) Disputed dues of micro and small enterprises

(a) Disputed total outstanding dues of ereditors other than micro and small
enterprises

 

 

 

  
    

     

eer

eee reer

 

 

 

 

ee reer

 

More than 3 oe)

 

 

 

258
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information.
(All amounts in INR million, unless otherwise stated)

Note: 25 Other financial liabilities - current

Particulars CORD an OCC ea OU CO LT Mn TUCO eI

Interest accrued but not due on borrowings
[Unpaid dividend

Derivative liabilities
lother payables

Capital creditors

Security deposit

Employee related liabilities

 

Note: 26 Provisions - current

Perrtonlne EUR etiest PSev Cd eT TOUS ett Mn SCS eI

(a) Provision for employee benefits (Refer note 38)
Provision for Gratuity
Provision for compensated absences

|(b) Others
Provision for warranty [Refer note below]
Provision for fringe benefit tax
Proposed dividend on preference share
Tax on preference dividend

   

“Amount is below the rounding off norm adopted by the Group

ee eee

Pon eh tart!
errr)

Pieper

rnc Rcd For the y
Gc ere Gre
Prev ae PUe EBs CCC Me RCs ETT)

Peet

Movement in Provision for warranty:
lOpening Balance

Provision created during the period/ year
Provision used during the period/ year
(Closing Balance

The Group has given warranties on certain products and services, undertaken to repair or replace the items that failed to perform satisfactorily during the warranty period]
Provision made as on 30 June 2021, 31 March 2021, 31 March 2020 and 31 March 2019 represent the amount of the expected cost of meeting such obligation of rectification/|
replacement.

 

Note: 27 Current tax liabilities (net)

Peet Ero netees Eeey Clea etrd Bye ira ety RrevCnS eat)

Proven for income tax (net of advances) a i

 

Note: 28 Other current liabi

Perron ety go June 202: Prev Ce ELS TOC et MSOC S eI)

|Advances received from customers

Deferment of Revenue
[Grant relating to export benefits
lother payables
Statutory dues (Contribution to PF and ESIC, GST, Withholding Taxes, Ent

 

259
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

Note: 29 Revenue from operations

Perens

Revenue from operations 4,732.07

rotal 73207

‘The group has recognised the following amounts relating to revenue in the Restated Consolidated Statement of Profit and Loss:

Ponts!

1,637.79
57.72.
7,695.51

 

(All amounts in INR million, unless otherwise stated)

Preors earts STON Eo Eat)

8,055.22 6.33757

05522 a7 O337-57

Pravore eurts 31 March 2020 Prec eT ye)

5,959.42
191.00
6144-42,

(it) Other operating revenue
Sale of scrap 9.96 26.63
Commission income Butt 13.18
Duty drawback and other export incentives 20.22 144.53
Service Fees 327 5 881

1732.07 g Bas

 

(@ Disaggregation of revenue from contracts with customers:
‘The Group derives revenue from the transfer of goods and services in the following geographical regions:

Perec PR nntetrst Preerse earte Preven) Prey CeCe)

1,107.13
1,990.59
4,247.81
1,822.41
793.24
907.92

907.77
1,643.10
1,467.27
1,088.31,
778.07
755.51

619.31
1,388.26
955.84
1,447.86
1,028.28
704.87

EMER (Europe, Middle East and Russia)
Africa
| Asia Pacific (South East Asia and Australia)
india

 

During the year ended 31 March 2021, the Group has revised the geographical regions based on which their Chief Operating Decision Maker ('CODM’) views its disaggregation of revenue. As a result of
this the Group has clubbed "South East Asia” region and “Australia” region into "Asia Pacific” region. Also "Other Foreign Countries” region and "Europe" region has been clubbed into "EMER" region.
Accordingly, in accordance with Ind AS 115, disaggregation based on the Group presence have been identified as "North America’, "South America”, "EMER", “Africa”, "Asia Pacific" and "India". In
view of the aforesaid change, "South East Asia’, "Australia, "Other Foreign Countries” and "Europe" are no longer shown separately. The comparative numbers have been restated for comparability
purposes,

   

PORE! 31 March 24 Breet) Ere EEC IC)

24.12 97.79,

 

 

 

 

iii) Revenue recognised in relation to contract liabilities:
‘The following table shows how much of the revenue recognised in the current reporting period relates to carried-forward contract liabilities.

Pree POR! 31 March 24 Eee Eta)

Revenue recognised that was included in the contract habilities balance at the
beginning of the period:
Sale contracts

 

260
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in INR million, unless otherwise stated)

(iv) Unsatisfied long-term sale contracts:
‘The following table shows unsatisfied performance obligations resulting from long-term sale contracts.

Perec PR nntetrst Preerse earte Prensa) Prey CeCe)

   

[Aggregate amount of the transaction price allocated to long-term sale contracts that
are partially or fully unsatisfied:

3,584.53 4,258.71 5,860.95, 3,039.57

 

Management expects that 51% of the transaction price allocated to the unsatisfied contracts as of 30 June 2021 will be recognised as revenue during the next twelve months. The remaining 49% will be
recognised in the next twenty four months from the aforesaid twelve months. The amount disclosed above does not include variable consideration which is constrained.

Management expects that 53% of the transaction price allocated to the unsatisfied contracts as of 31 March 2021 will be recognised as revenue during the next reporting period. The remaining 47% will
bbe recognised in the next 2 financial year. The amount disclosed above does not include variable consideration which is constrained.

Management expects that 33% of the transaction price allocated to the unsatisfied contracts as of 31 March 2020 will be recognised as revenue during the next reporting period. The remaining 67% will
be recognised in the next 2 financial year. The amount disclosed above does not include variable consideration which is constrained.

Management expects that 41% of the transaction price allocated to the unsatisfied contracts as of 31 March 2019 will be recognised as revenue during the next reporting period. The remaining 59% will
be recognised in the next 2 financial year. The amount disclosed above does not include variable consideration which is constrained.

All other sale contracts are for periods of one year or less or are billed based on time incurred. As permitted under Ind-AS 115, the transaction price allocated to these unsatisfied contracts is not
disclosed,

() The following table shows reconciliation of revenue recognised with contract price.

Peete POREne est Pra oro Le Pre onS eet) res ete)

  

igations are expec

Note: 30 Other income

Perec PB e ral 31 March 2021 Pre ore era ErBOCSLEC oO)

(a) Interest income
on financial instruments at amortised cost
‘on income tax refund

(b) Dividend income
from investments measured at FVTPL

(c) Other non-operating income
‘Net fair value gain on investments classified at FVTPL
Net gain on sale of investments classified at FVTPL.
‘Mark to market profit on derivative instruments (net)
Liabilities/ Provisions no longer required written back
Gain on sale of property, plant and equipment (Net)
Government grant #
‘Net gain on foreign currency transaction and translations,
Miscellaneous receipts,

rotal 61.79 B02 706.95, 32.56

 

 

#Government grant includes certain relief/ benefit provided by the government of various countries in which the group operates. These are provided for certain operating expenses e.g, salaries and
‘wages ete. and in terms of certain interest free borrowings and forgivable loan.

261
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

Note: 31 Cost of materials consumed

POR ete

777-95
1,128.98
Less: Closing stock (4,142.61)

 

Note: 32 Changes in inventories of finished goods and work-in-progress
Particulars 30 June 2021
Finished Goods

Work-in-progress

Less : Inventories at the beginning of the period year:
Finished Goods
Work-in-progress

(Increase) in finished goods and work-in-progress

Exchange Difference

~In-progress

262

(All amounts in INR million, unless otherwise stated)

Eee Creo ete

ESS C Toes

Ere CrU etry
579.06

2,890.03
(621.66)

Ere creo etry

31 March 2019

521.96
2,707.39
(579.06)

ESOUENOELSC)

 
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

Note: 33 Employee benefits expense

pararit)

aries and wages
[Contribution to provident and other funds [Refer note 38]
Staff welfare expenses

Note: 34 Finance costs

pararit)

Interest expense on
Leases
Income Tax
Bank Borrowings and Others

Other borrowing costs
Applicable loss on foreign currency transactions and translations

Note: 35 Depreciation and amortisation expenses

Particulars

[Depreciation of property, plant and equipment [refer note 3(a)]
Depreciation of Right of Use of Asset [refer note 3(b)]
| Amortisation of intangible assets [refer note 3(@)]

Note: 36 Other expenses

prrcriets)

[Consumption of stores and spare parts,
Power and fuel

Rent

Repairs to buildings

Repairs to machinery

Repairs to others

Insurance expenses

Bank charges

Rates and taxes,

Fabrication and other expenses
Travelling and conveyance
|Commission to selling agents
Marketing fees

Packing and forwarding (net)
Product installation expenses

Postage, telephone and fax
Sales promotion expenses
Professional fees,

Directors’ sitting fees
Allowance for expected eredit loss (including bad debts and advances written off)
[refer note 40]
Warranty Expenses
Derivatives at FVIPL
Mark to market loss on derivative instruments (net)
Swap/ Option Loss on Derivative Settlement (net)
Expenditure on corporate social responsibility activities#
[Net loss on foreign currency transaction and translations
INet loss on sale of property, plant and equipment including intangible assets
(including loss on assets scrapped/ written off)
[Loss on disposal of a subsidiary
Miscellaneous expenses

PORE tes

go June 2021

PORnUCe tes!
79.62

23.90
1.48

PORnUCeess

35.70
23.95

102.16
34.09
4.74
2.16
33-45
0.06
6.14

4-83

(All amounts in INR million, unless otherwise stated)

31 March 2021

31 March 2021

26.52
4.55
102.23

5:49
99

31 March 2021

69.93,
213.20
16.00
13.57
54.44
40.12
35.78
13.08
22.83
156.36
76.86
26.49
19.28
394.23,
90.36
18.09
12.69
112.09
0.34

Pree ts eur

1,027.32
59.21
66.81

Brees ery

 

pees eur

59.76
215.30
21.62
8.07
58.07
3347
3122
13.12
7.64
133
209.01

330.04
94.04
21.50
23.55
104.48
0.32

31 March 2019

 

Titg-01

ESBEoretocy

 

320.23,
51.96
36

PYBUEoIetocy

599
210.46

25.00
13.91

199.03
26.53
8.74
299.02
130.06
22.50
22.47
91.62
0.14

38.56
9.76
13.33

0.96
117.21

 

¥ Inchides INR 5.00 Mn (31 March 201; INR NIL; 31 March 2020; INR 5.00 Mn and 31 March 2019: INR NIL), contributed towards West Bengal State Emergency Relief fund to

combat COVID-19 pandemic.

“The Company made contribution through electoral bonds of INR NIL (31 March 2021: INR NIL ; 31 Mareh 2020: INR NIL and 31 March 2019: INR 5.00 Mn) which is included in

Miscellaneous expenses.

263
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

Note: 37 Income tax expense
(a) Movement in deferred tax liability/ (assets)

Perey
pT eee Teg Prone ee cas vA eer a err S|
eet Sar ema i Prenat’ emery

eaananeam ett St

aS aN SEuLeg PN
an Eted equipment and _Right-of-Use assets

fess el tes} Cree

JAt 1 April 2018 z
ind AS 116 transition adjustment (100.41)
Revised opening balance as at 1 April 2018 (100.41)
{Charged (credited):
- to profit or loss # 34.3 5 10.19
- to other comprehensive income
[At gi March 2019
find AS 116 transition adjustment
Regrouping adjustments
[At 1 April 2019 z (22.06) (2.54) (20.93)
{Charged/ (credited):
- to profit or loss # . (34.97) 5.19 (195.80)
- to other comprehensive income : (2.29) =
[At 31 March 2020

 

 

{Charged/ (credited)
- to profit or loss #
- to other comprehensive income
[At gi March 202

[Ati April 2021 7 (5.35)
{Charged/ (credited):
- to profit or loss # 55 5 z (5.30)
- to other comprehensive income
[At go June 2021 72.90 B23 30.87 6.33) Gear) = (46-90) (90.66) (47-95) (494-93)

* Others majorly includes Deferred Tax (Assets) on Unrealised Profit on Inventory which is offset by Deferred Tax Liabilities created on Undistributed earnings of Joint Venture.
# Deferred Tax Charge/ (Credit) for the period/ year excludes exchange (gain)/ loss of INR (1.00 Mn) (31 March 2021: INR 30.82 Mn, 31 March 2020: INR (13.65 Mn) and 31 March 2019: INR (0.21 Mn) on account of re-statement of period/ year end deferred tax assets and liabilities.

 

 

 

 

(b) Income Tax Expense
Pe ae ee ec ee ce)

[Current tax

[Current tax on restated profits for the period year

[Adjustments for current tax of prior periods

[Total current tax expense 154.89

 

[Deferred tax
Decrease/ (increase) in deferred tax assets (290.28)
(Decrease)/ increase in deferred tax liabilities

Exchange difference on translation

[Total deferred tax expense] (benefit) (26.66) T0176 (217.50)
[Total tax expense] (credit) 43.01 47457 2.0)

 

 

264
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

 

ion of tax expense and the accounting profit multiplied by tax rate:
a 3oJune 2021 3iMarch 2021 3iMarch2020 31 March 2019
Restated Profit before tax 161.83 1,838.62 592.43

[Tax on above calculated at rates applicable to holding company 207.01

 

[Tax effect of amounts which are not deductible (taxable) in calculating taxable income:
Effect of Income exempt from taxation (10AA. Exemption of SEZ, 80JJAA and 80 1A) (100.20)
MAT credit entitlement under section 115 JAA being difference in tax payable under MAT and Normal Provision

Difference in overseas tax rate #

items not deductible in tax

items on which tax rate is different

Taxes for earlier years

[Tax on undistributed profit of Joint Venture

Exempt income

Effect of Change in Tax Rate

Previously Unrecognised tax losses used to reduce deferred tax expenses (215.15)
[Others 33.20
[Total tax expense] (eredit)

The statutory tax rate applicable fo various entities in the group range from 17.00% to 31-20% (31 March 2021 17.00% 31.20% | gi March 2020; 17.00% - 34.94% and 31 March 2019: 17.00% - 34.61%)

*Following a significant improvement in performance of a subsidiary, the group reviewed previously unrecognised tax losses and determined that it has now probable that taxable profits will be available against which the tax losses can be utilised. As a consequence, a deferred tax asset of
INR 215.15 Mn was recognised for these losses in 31 March 2020.

 

 

(A) The Holding Company during the year ended 31 March 2021 have opted for the new tax regime under Section 115BAA of the Act, which provides a domestic company with an option to pay tax at a rate of 22.00% (effective rate of
certain conditions, including that the total income should be computed without claiming specific deduction or exemptions.

5.17%). The lower rate shall be applicable subject to

 

 

‘The Holding Company has elected to exercise the option permitted under new tax rate regime during the financial year ended 31 March 2021 and accordingly remeasured deferred tax balances expected to reverse in future periods based on the revised applicable tax rate.

(e) Deferred taxes on fair value adjustments recognised in the Holding Company's standalone financial statements with respect to investment in preference shares of subsidiary has not been recognised due to uncertainty surrounding availability of future capital gains against which such
capital loss can be offset.

265
Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in INR million, unless otherwise stated)

Note: 38 Employee benefits obligations

(@ Post-employment obligations

(a) Defined contribution plan

    

‘The Group makes Provident Fund , Superannuation Fund and Other Fund contributions to defined contribution plans for qualifying employees. Under the Schemes, the Group is required to contribute a specified percentage of the payroll costs to fund
the benefits. The contributions payable to these plans by the Group are at rates specified in the rules of the schemes.

 

 

30 June 2021 31 March 2021 31 March 2020 31 March 2019
i) Contribution to Provident Fund * 4:39 16.01 15,78 14,86
ii) Contribution to Superannuation Fund * 2.19 7.08 7.05 6.89
iii) Contribution to Other Funds other than India* zat 27.10 27.61 29.32
13-69 50.19, 50.44, 51.07

 

 

(*) recognised under ‘Contribution to provident and other funds' in Note 33.

(b) Defined benefit plan- Gratuity

 

The Group provides for gratuity, a defined benefit retirement plan covering eligible employees. As per scheme, the Gratuity Trust fund managed by the Trust, makes payment to vested employees on retirement, death, incapacitati
employment, of an amount based on the respective employee's eligible salary (half month's salary) depending upon the tenure of service subject to a revised maximum limit of amount payable under Payment of Gratuity Act. Liabilities with regard to the
Gratuity plan are determined by actuarial valuation as set out in Note 2.17 based upon which, the Group makes contribution to the Gratuity fund.

     
 

(ii) Other long term employee benefit plans

‘The leave obligations cover the Group's liability for other long term benefits.
Compensated absences cover the Group's liability for sick and earned leave. As the Group does not have an unconditional right to defer the payment beyond 12 months the entire amount has been treated as current.

 

266
Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in INR million, unless otherwise stated)

(iii) Balance Sheet Recognition
(@) Gratuity

‘The amounts recognised in the Restated Consolidated Statement of Assets and Liabilities and the movements in the net defined benefit obligation (Gratuity) over the period/ year are as follows:

peter te ir value of plan

[As at 1 April 2018

Current service cost

interest expense/ (income)

|Remeasurements
Return on plan assets, excluding amounts included in interest expense/ (income)
‘Actuarial (gain) /loss from change in demographic assumptions
Actuarial (gain)/loss from change in financial assumptions
Actuarial (gain) /loss from unexpected experience

FFotal amount recognised in restated other comprehensive Gncome)/ Toss 9 of

[Employer contributions] premium par an = Gi.00)
Benefit payments

ere Sr TRC SCY

one Ne "
Cerone trea jet amount

[As at 1 April 2019 52.80 (48.77)

[current service cost 6.18
interest expense/ (income) 4.01 (1.42)

|Remeasurements
Return on plan assets, excluding amounts included in interest expense/ (income)
(gain)/ loss from change in demographic assumptions
‘Actuarial (gain)/ loss from change in financial assumptions
Actuarial (gain)/ loss from unexpected experience

Total amount recognised in restated other comprehensive Gncome)/ loss BHD Ce]

[Requisition Cost 0.05 05
Employer contributions/ premium paid - (0.00) (30.00)|
Benefit payments (a2. 12.69

57.38 Gs, 2 |

 

267
Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in INR million, unless otherwise stated)

Nettatis

Perec a yet

Sat 1 April 2020 19.21

current service cost ¥ - 6.83
interest expense/ (income) : x 1.27

|Remeasurements
Return on plan assets, excluding amounts included in interest expense/ (income)
Actuarial (gain)/ loss from change in Demographic assumptions
‘Actuarial (gain)/ loss from change in financial assumptions
Actuarial (gain)/ loss from unexpected experience

FFotal amount recognised in restated other comprehensive Gncome)/ Toss

(Employer contributions; premium par (0. = (0. =
Benefit payments ©: 73) 2.73

’NW”0.”.-en ss saL—_e DO S217 | SB.) | Coo]

poeta at r value of plan

ae Ce nig
yea teettay peed

[As at.1 April 2021 62.17 (38.00) 24.17

current service cost 1.24 - 1.24
interest expense/ (income) 1.07 (0.66) o.gt

FTotal amount recognised in restated consolidated statement of profit and loss Ca | Cs] 265 |

|Remeasurements
Return on plan assets, excluding amounts included in interest expense/ (income)
Actuarial (gain)/ loss from change in Demographic assumptions
‘Actuarial (gain)/ loss from change in financial assumptions
Actuarial (gain)/ loss from unexpected experience

FTotal amount recognised in restated other comprehensive Gncome)/ Toss — rr

Employer contbations/ premium pa
Benefit payments (0.07)| 0.07
[xs at 30 June 2051 Gs.59) aaa |

“Amount is below the rounding off norm adopted by the Group

 

268
Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in INR million, unless otherwise stated)

(iv) Significant estimates: actuarial assumptions

‘The significant actuarial assumptions were as follows:
Petey Tepe tise Ryu Coe less RP OU Cue ty BSB En oLetes cy)

Discount Rate

Rate of Salary Increase

Rate of Employee Turnover
Upto 30 years
From 31 years to 44 years
‘More than 44 years

Mortality Rate During Employment IALM 12-14 Ultimate ] [ALM 12-14 Ultimate | IALM 12-14 Ultimate | IALM 06-08 Ultimate

 

‘The estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors.
‘The expected return on plan assets is determined after taking into consideration composition of the plan assets held, assessed risks of assets management, historical results of the return on plan assets, and other relevant factors.

(v) Sensitivity analysis
‘The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:

Prior k eter
Petey Prep Caeti ss Ro BU Eto teese RSC hoe tty 31 March 2019

Iner Pitot Iner

Discount Rate (- / + 1%)

 

Salary Growth Rate (- / +1%)

 

 

 

‘The above sensitivity analyses are based on a change in an assumption while holding all other assumptions constant. In practice, this is unlikely to occur, and changes in some of the assumptions may be correlated. When calculating the sensitivity of the
defined benefit obligation to significant actuarial assumptions the same method (present value of the defined benefit obligation calculated with the projected unit credit method at the end of the reporting period) has been applied as when calculating the
defined benefit liability recognised in the Restated Consolidated Statement of Assets and Liabilities.

The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior periods.

(vi) The major categories of plans assets

poreren ete ECmrncrrrs E 31 March 2020 Ereversesot)

IFunds Managed by Insurer 97-75% 98.14%6| 94.97% 89.31%6|
Bank balance 86%| 5.03% 10.69%|

Total

 

269
Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in INR million, unless otherwise stated)

(vii) Risk exposure

Valuations are performed on certain basic set of pre-determined assumptions and other regulatory framework which may vary overtime. Thus, the Group is exposed to various risks in providing the above gratuity benefit which are as follows:

 

Interest Risk:
‘The plan exposes the Group to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing the above benefit and will thus result in an increase in the value of the liability (as shown in Restated
Consolidated Financial Information).

 

 

Liquidity Risk:

This is the risk that the Group is not able to meet the short-term gratuity payouts. This may arise due to non-availability of enough cash/ cash equivalent to meet the liabilities or holding of illiquid assets not being sold in time.

   

Salary Escalation Risk:
The present value of the defined benefit plans calculated with the assumption of salary increase rate of plan participants in future. Deviation in the rate of increase of sala
determine the present value of obligation will have a bearing on the plan's liability.

in future for plan participants from the rate of increase in salary used to

 

Demographic Risk:

‘The Group has used certain mortality and attrition assumptions in valuation of the liability. The Group is exposed to the risk of actual experience turning out to be worse compared to the assumption.

 

Regulatory Risk:
Gratuity benefit is paid in accordance with the requirements of the Payment of Gratuity Act, 1972 (as amended from time to time). There is a risk of change in regulations requiring higher gratuity payouts (e.g. Increase in the maximum limit on gratuity
of INR 2.00 Mn).

(viii) Defined benefit liability and employer contributions
‘The Group expects to contribute INR 28.22 Mn to the funded retiring gratuity plan within the next twelve months (31 March 2021: INR 24.17 Mn; 31 March 2020: INR 19.21 Mn and 31 March 2019: INR 34.03 Mn)

‘The weighted average duration of the defined benefit obligation is 12 years (31 March 2021:

  

2 years ; 31 March 2020: 12 years and 31 March 2019: 11 year:

 

270
‘Tega Industries Limited
CIN: U25199WB1976PLC030532

Annexure V - Notes to the Restated Consolidated Financial Information.

Note: 39 Fair value measurements
Financial instruments by category

Pore te

- Mutual fands
[Trade receivables

[cash and cash equivalents
JOther bank balances

JOther financial assets

aaa

Amortised cost

1,671.42,
645.7
9.80
5188

ETO Ee Tes)

FVIPL Neath trad

2,203.95,

1,878.02

987.10
07

271

ETS ESOT ET)

raven

1,333.21

Rena?

(All amounts in INR million, unless otherwise stated)

31 March 2019

wun PON ees Reg

2,005.45,
192.64
4.38
44.20

2,126.90
806.83
32.20
2,965.93

 
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

Note: 39 Fair value measurements (continued)

@ Fair value hierarchy
‘This section explains the judgements and estimates made in determining the fair values of the financial instruments that are (a) recognised and measured at fair value and (b) measured at amortised cost and for which fair
values are disclosed in the Restated Consolidated Financial Information. To provide an indication about the reliability of the inputs used in determining fair value, the Group has classified its financial instruments into the
three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.

 

Financial assets and liabilities measured at fair value - recurring fair value measurements

ee aaa

183.88 1,878.98
100.57 100.57
284-45 1,979.55.

 

 

Derivative financial liabilities 97.47 97.47
[Total financial liabilities a

 

nancial a nd liabilities measured at fair value - recurring fair value measurements
prions

1,561.92 1,743.77
= 106.81
1,561.92, 1,850.58

 

 

11.86
111.86

 

et nn eerste om center en ny

1333-21
114.62
1,447.83

 

 

181.12
181.12

 

Financial assets and liabilities measured at fair value - recurring fair value measurements
preven

eoraey Level 2

533-54
59-71
593-25

 

 

38.85,
38.85

 

 

 

 

 

 

272
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

 

Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. Level 1 inputs are quoted prices in active markets for identical assets or liabilities that the entity can access at the measurement date.
‘This includes mutual funds that are actively traded at NAVs.

Level 2: The fair value of financial instruments that are not traded in an active market (for example, over-the-counter derivatives, fixed maturity mutual funds) is determined using valuation techniques which maximise the
use of observable market data and rely as little as possible on entity-specific estimates. If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2.

Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is generally the case for unlisted equity securities.
‘There are no transfers between levels 1, 2 and 3 during the period/ year ended 30 June 2021, 31 Mareh 2021, 31 March 2020 and 31 March 2019.

(i) Valuation technique used to determine fair value

(a) Derivatives are fair valued using market observable rates and published prices together with forecasted cash flow information where applicable.
(b) Investments (Mutual funds) carried at fair value are generally based on available NAVs.

(©) Fair value of borrowings is estimated by discounting expected future cash flows. The carrying amounts of other borrowings with floating rate of interest are considered to be close to the fair value.
(@) The carrying amounts of remaining financial assets and liabilities are considered to be the same as their fair values.
(e) Management uses its best judgement in estimating the fair value of its financial instruments. However, there are inherent limitations in any estimation technique. Therefore, for substantially all financial instruments, the

fair value estimates presented below are not necessarily indicative of the amounts that the Group could have realised or paid in sale transactions as of respective dates. As such, fair value of financial instruments subsequent
to the reporting dates may be different from the amounts reported at each reporting date.

Gi F:

 

value of financial assets and liabilities measured at amortised cost

Perens Pree Serr PrReeer ry
Coreen : oars ; Coren
ae Pore ie Perens a

Perr’ Peer’ Peri’ jue peri’ Ls

 

 

(iv) Transfer of financial assets

‘The Group transfers certain trade receivables under discounting arrangements with banks and financial institutions. Some of such arrangements do not qualify for de-recognition due to recourse arrangement being in place.
Consequently, the proceeds received from transfer are recorded as short-term borrowings from banks and financial institutions.

‘The carrying value of trade receivables not de-recognised along with the associated liabilities is as below:

Ponce nes EYEE Peet) 31 March 2019
ae ee ert Srey SPCC ago a Uae ar are Cr erage ar Cenc RUT
ences . 3 : eee) rcs Ceo

ener a liabilities transferred res feeeeers

 

 

273
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

 

: 40 Financial risk management
‘The Group's activities expose it to a variety of financial risks: credit risk, liquidity risk and market risk (i.e. foreign currency risk, interest rate risk and price risk).

‘This note explains the sources of risk which the entity is exposed to and how the entity manages the risk:

ee or BV eUr Sete’

Cash and cash equivalents, trade receivables and contract[Diversification of bank — deposits and]
investments. Entering into transactions with]
customers of repute / customers having sound]
financial position.

riguidity risk [Financial Tabilties that are settled by delivering cash orfProjecting cash flows and considering the level
of liquid assets necessary to meet the liabilities.

[Future commercial transactions and recognised Entering into forward contracts, options and
assets and liabilities not denominated in Indian rupee (INR). interest rate swaps,

Trong-term borrowings at varvable rates Entering nto denvative contracts sud
interest rate swaps and currency swaps.

IMarket risk ~ security price risk investments in mutual funds,

(A) Credit risk

 

(Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk
from its operating activities (primarily trade receivables and contract assets) including deposits with banks, investments and other financial instruments. The Group periodically
monitors the recoverability and credit risks of its other financial assets including security deposits and other receivables.

 

i) Trade receivables and contract assets
Customer credit risk is managed by the management subject to the Group's established policy, procedures and control relating to customer credit risk management. Trade
receivables and contract assets are non-interest bearing. Outstanding customer receivables are regularly monitored.

At each reporting date the Group measures loss allowance for certain class of financial assets based on historical trend industry practice and the business environment in which the
Group operates.

ii) Financial instruments and cash deposits
(Credit risk from balances with banks and investments is managed by the Group in accordance with the Group's policy. Investments of surplus funds are made only with approved
counterparties and within credit limits assigned to each counterparty. The limits are set to minimise the concentration of risks and therefore mitigate financial loss through
counterparty’s potential failure to make payments.

‘The Group's maximum exposure to credit risk for the components of the balance sheet at 30 June 2021, 31 March 2021, 31 March 2020 and 31 March 2019 is the carrying amounts
of trade receivables and contract assets, investments, balances with bank and other financial assets.

Provision for expected credit loss

In determination of the allowance for credit losses on receivables, the Group has used a practical experience by computing the expected credit losses based on provision matrix,
which has taken into account historical credit loss experience and adjusted for forward looking information. The Group also analyses all its receivables periodically for recoverability
assessment and wherever they have analysed that the receivable may be credit impaired on account of non recoverability, loss allowance on such receivables have been provided in
full

Details of allowances for expected credit loss are provided hereunder :~

er eee ier ceceeret |

rey ote ete Perey

Pr eTELe Poet ec)
EoRee cy

 

 

 

At the beginning of the period/ year 113.03 76.87 53.75
Provisions created/ (written back) during the period year (net) (a) (35.03)| 2230 24.27
| Adjustments (Exchange Difference) 1.48 E (2.59) )
[Closing at the end of the period] year 80.38 06.58 76.87
Bad debts and advances written off (b) 417 26.42 14.29
‘Total Charge to Restated Consolidated Statement of Profit & Loss (a+b) 6.14 3 48.72 38.56

274
‘Tega Industries Limited
CIN: U25199WB1976PLCo30532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

Note: 4o Financial risk management (continued)
(B) Liquidity risk
Liquidity risk is the risk that an entity will encounter difficulty in meeting obligations associated with financial li

   

lites that are settled by delivering cash or another financial asset.

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet
obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, group treasury maintains flexibility in funding by maintaining availability under
‘committed credit ines. Management monitors rolling forecasts of the Group's liquidity position and cash and eash equivalents on the basis of expected cash flows.

(@ Maturities of financial liabilities
‘The tables below analyse the group's financial liabilities i
‘The amounts disclosed in the table are the contractual un¢

 

to relevant maturity groupings based on their contractual maturities:

 

   
       

Cont
Eeenis

Bree Rene anes ener ET

reer)
Cash Flows

   

ney

 

        
  
 

 

  
   
  
    
 
 
 
 
 

Non-derivatives

   

Borrowings 1842.38 1,842.38 1,025.56 266.19 27.87
Lease Liabilities 337.46 578.13 96.62 58.15 326.85
Other financial liabilities 10.46 10.46 10.46 - - -
trade payables i

474.44 1174.44

   

Interest payable on above borrowings**
Total non-derivative financial abilities
[Derivatives (net settled)

    

  
 
   

fFrotal derivative Habilities
7 Based on closing rates

  
  

 

 

pees Pek

   

Bravos ets Cash Flows

   

  
  
  
  

Non-derivatives
Borrowings 1,878.02 1,878.02 1,018.52 499.26 305.42 54.82
Lease Liabilit 318.70 558.24 83.92 88.5 60.49 325,68
Other financial liabilities 13.89 13.89, 13.89 7 : 2

Trade payables 987.10 987.10
Interest pa 279.14

 
    
    
 
 
   
 
  

    

  

Derivatives (net settled)
Foreign exchange forward, option/ swap contracts

Based on closing rates

      

one renee entero ts
Pree tr

Coot
Cash Flo

 

ney

 

   

Peer

   

    
   
   
  
 

Non-derivatives
Borrowings 2.43934 2,439.34 1,488.27 38927 403.05 158.85
Lease Liabilities 340.70 559.70 96.2 112.05, 64.63 286.90
Other financial liabilities 16.19 16.19 16.19 - 4 :

trade payables

 

  
 
   

 

     
     
 

  
  

foe
Cash Flows

en

   

 

Dope et Perse Pen

     
  
   
 

   

Borrowings 2,126.90 4520.56 428.38 17.09 5.87
Lease Liabilities 308.19 562.81 67-46 7.72 4197 335.66
other financial abilities 22.59 22.59
trade payables 806.83 806.83,
Interest payable on above borrowings"* 9.61 0.72
Frotal non-derivative financial liabi 27412 3,629.85
Derivatives (net settled)

Foreign exchange forward option/ swap contracts 38.85
[Total derivative liabi 38.85 38.85

 

 

   
  

  
 
 
   

       

   

 

Based on closing rates

275
‘Tega Industries Limited
CIN: Ua5199WH1976PLCo30532
Annexure V - Notes to the Restated Consolidated Financial Information,

(All amounts in INR million, unless otherwise stated)

Note: 40 Financial risk management (continued)
(© Market risk

( Foreign eurreney risk
‘The Group deals with foreign currency bank accounts, trade reecivables and contract assets, borrowings, trade payables and is therefore exposed to foreign exchange risk associated with exchange rate movement.

‘The Group operates internationally and portion ofthe business is transacted in several currencies and consequently the Group is exposed to foreign exchange risk through its sales in overseas and purchases from overseas
suppliers in various foreign currencies. Foreign currency exchange rate exposure is partly balanced by purchasing of goods, commodities and services in the respective eurrencies. The Group primarily uses derivative to
hedge its risk against foreign currency balances of borrowings, trade payables and trade receivables and contract assets. Such exposures are managed within approved policy parameters utilising foreign exchange forward
contracts and options. Further, the Group also has variable interest rate loan in foreign currency. To manage its risk against interest rate movements the Group has taken an interest rate swap. The Group also enter into
Aerivative contracts to hedge forecast sales and purchase transactions using forward contracts.

 

Foreign currency risk exposure
‘The Groups expostire to foreign curreney isk for major currencies at the end of the reporting period expressed in INR (foreign currency amount multiplied by closing rate), areas follows:-

 

 

 

 

 

Trade receivables and contact assets 01a : 164.03 603.00 - 0.29
Bank balances 016 002 074 18287 0.30 137
lotiset by derivatives:
Foreign exchange forward contracts (235.24) (49.09) (88.40) (680.52) 7 =
[Net exposure to foreign currency Fak (asset) 34.96) (39.00) 76.37 105-35 = 230 a6
Financial Liabilities
Trade and other payables (050) (49180) (295.02) : 5.00)
ores Snancil abilities > (003) G50) : Z

- (6286) (12330 2 &
rin chang forvard ota org Curren option - . soasns . .
[Net exposure to foreign currency Fak (abies) z CD Garo) Ge = = C500)
[Net exposure C9 G49:53) G78.32) 327) 5 280 @3.54)

 

   

   
    

Sor
ue ew pus fy es fo ed

eee

 
   
   
  
 
 
 
    
  
 
    
    
 

Financial assets

 

Trade receivables and contract assets : 250.91 685.13 403 5
bank balances 945, 0.02 0.60 105.10 0.39) 020
lftset by derivatives:

Foreign exchange forward contracts (334.96), (174.80) (180.32) (716.70) - -
[Net exposure to foreign currency isk (assets) 525.80) 074.78) 719 73.53 z 7 a0

 

Financial liabilities

rade and other payables : (145.74) (258.55) (oa7) (0.06) (39.99}
Joxter financial liabilities - : (501) = ‘
orrowings : : (148.28) 7 :

lftset by derivatives:
Foreign exchange forward contracts) Foreign Currency option
[Net exposure to foreign currency risk (iabilities)
[Net exposure

: : 1,076.40 :

     

 

 

Pe

 
 
 
   
 

Financial assets
rade receivables and contract assets 2502 : 36195
bank balances 0.02 0.99
lftset by derivatives:

Foreign exchange forward contracts

   

  
 

     
 
   
   
 
   
 

  

 

[Net exposure to foreign currency Fak (assets) 35.57 = oa oe
Financial liabilities

 

rade and other payables : (850) (39.73) (0.43) : (10)
Jocher financial liabilities 657) : (0.40) (703) 7 =
Borrowings : (19150) (4230.23) - a
lftset by derivatives:

Foreign exchange forward contracts) Foreign Currency option,

Jeontracts

[Net exposure to foreign currency Fak (iabiites) =D =
[Net exposure 76.03) Tea G00.) (GaRray a3) Dery 55)

: 64.32 1051.74 : ‘

  
     
    

    
  

guMareh
ue cap Eos fad ZAR fo or

een

 
  
   
   
 
   
   
  
  

Financial assets

 

rade receivables and contract assets 30.60 : 25259 917.26 0.1 :
lank balances 0.02 0.05 0.01 17.09 ost 348
lftset by derivatives:

Foreign exchange forward contracts (202.97) (200.54) (225.25) (2439) G29) 2 :
[Net exposure to foreign currency Flak (assets) (72.35) {200.49 27.35 (289.96) G73) Tae za

 

Financial liabilities

 

rade and other payables (0.05) : (5.72) (268.72) (0.15) : (8.96)
fother financial liabilities (5.92) : (0.03) (0.49) 7 *
norrowings - as59) (984.76) : -

lftset by derivatives:
Foreign exchange forward contracts) Foreign Currency option,
Jeontracts

[Net exposure to foreign currency risk (abilities)
[Net exposure

: : 325.03 2 s

os,
Gr99

     
   

  
 

 

 

276
‘Tega Industries Limited
CIN: Ua5199WH1976PLCo30532
Annexure V - Notes to the Restated Consolidated Financial Information,

(All amounts in INR million, unless otherwise stated)
Sensitivity
‘The sensitivity of profit or los to changes in the exchange rates artes mainly from foreign currency denominated financial instraments

Impact on profit before
cao

[30 June 2021
NR appreciates by 5°
vk depreciates by 5%*
Joe March 2021

ENR appreciates by 5°

vk depreciates by 5%*
Js March 2020

NR appreciates by 535°

vk depreciates by 5%*

[ot March 2019

ie appreciates by 5°

INR depreciates by 53°

"Holding all other variables constant

 

Gi Price risk

(@) Exposure
Security price risk is the risk that the fair value of a financial instrument will uctuate due to change in market traded prices. The Group invests its surplus funds primarily in liquid schemes of mutual funds (debt
instruments) which are categorised as low risk products from liquidity and interest rate perspectives. The carrying amount ofthe Group investments are designated as at fair value through profit or los at the end of the
reporting period [Refer Note 6 and 12]

() Sensitivity
‘The Group has invested in growth model ofthese securities asa the period/ yearend. The sensitivity analysis below is presented with reference to changes in NAV of these securities:

Impact on restated profit before tax

 

 

iene Pee eee es) Shoe eee)
INAV = Increases by 95" 18.79 7 588
[NAV Decreases by 1 18-79) 17-40) 76.65) 38)]

 

 

 

 

 

 

™ Holding all other variables constant

arr
‘Tega Industries Limited
CIN: U25199WB1976PLCo30532
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in INR million, unless otherwise stated)

Note: 40 Financial risk management (continued)
Gii) Interest rate risk

 

Interest rate risk is the risk that the fair value or future cash flows ofa financial instrument will fluctuate because of changes in market interest rates. The Group's exposure to the risk of change:
‘market interest rates relates primarily to the Group's long-term debt obligations with floating interest rates.

 

‘The Group's main interest rate risk arises from long-term borrowings with variable rates, which expose the Group to cash flow interest rate risk.

  

‘The Group's fixed rate borrowings are carried at amortised cost. They are therefore not subject to interest rate risk as defined in Ind A

107, since neither the carrying amount nor the future cash
flows will fluctuate because of a change in market interest rates

(a) Interest rate risk exposure

On Financial Liabilities:
‘The exposure of the Group's financial liabilities to interest rate risk is as follows:

 

   

 

 

 

ey E E E Ee

Variable rate borrowings 1779.44 z 2313.67
Fixed rate borrowings 63.24 17.23, 23.
FFotal borrowings 1842.38 2439-34 226.90
(©) Sensitivity

Profit or loss is sensitive to higher/ lower interest expense from borrowings as a result of changes in interest rates as below

   
  
   

 
 

Se Impact on restated profit before tax

       

  
 

Popa ec ee ecco ee ee)

    

interest expense rates ~ inerease by 50 basis points (50 bps)”
interest expense rates ~ decrease by 50 basis points (50 bps)
TFrolding all other variables constant

 

278
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in INR million, unless otherwise stated)

Note: 41 Capital management
() Risk management
‘The Group's objectives when managing capital are to:

« safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and

+ maintain an optimal capital structure to reduce the cost of capital.
‘The capital structure of the Group is based on management's judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day needs. The Group manages its capital structure and makes adjustments in light of changes in economic

conditions and the requirements of the financial covenants. The funding requirement is met through a mixture of equity, long term borrowings and short term borrowings.
In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.

‘The Group's policy is to maintain a stable and strong capital strueture with a focus on total equity so as to maintain investor, creditors and market confidence and to sustain future development and growth of its business. The Group will take appropriate steps in order to
maintain, or if necessary adjust, its capital structure.

(b) Dividends paid and proposed

   

        
 
     
  

pre rron ete

   

Prec Eooerd

   

Pontus PYOS ESOL OC

Preference shares
Dividend on Preference shares - 0.00% 0.00% 0.00%
Hrax on dividend on preference shares, - - - 0.00%

“Amount 1s below the rounding off norm adopted by the Group

Net debt reconciliation
‘This section sets out an analysis of debt and the movements in net debt for the current period

    
   

    
    
  
   
      
  
 
          
 
    

  
 

     
 

Prtenesy POR teest

 
 

Prev oeetes Prey EICOeSy

 

[Cash and cash equivalents 645.77 478.70

/Non-eurrent borrowings (816.85) (862.10) (951.07) (597.33)
[Current borrowings (797.17) (800.72) (4,370.37) (4,285.00)
[Current maturities of long term borrowings (228.36) (215.20) (117.90) (244.57)
Lease Liabilities (637.46) (318.70) (340.70) (308.19)
Net Derivative Liabilities (Swap and Option) (2.47) (06.62) 750) (a1za)
interest acerued on long term borrowings (6.78) (6.23) (6.85)

[Interest accrued on short term borrowing: (0.95) (3.32)

     

To

 

Perse nett

   

Cree Perris

 

      

 

oat gad
[eee

 

eee rere ted
p and Option)

 

oreo oer SO SEUITty

      
 
 
 
 
  
 
 
 
 
     

Net debt as at1 April 2021
[cash flows:

Acquisition of lease -
Principal repayment of lease = : -
Interest expense - (13.43) (8.53) (6.54) * (28.50)|

 

Interest paid & 8.78 6.54 = 29.20
[Payment on Derivative Settlement (net) - - - - 11.49 11.49
Non-cash movements:

[Unrealised foreign exchange (0.93) (15.66) (4.72) (312) 0.08 (24.35)
Others adjustment for lease -

Derivative Gain (net)
[Net debt as at 30 June 2021
“balances include interest accrued on borrowings

 

 
      

645-77 7,050.99)

 

279
 

‘Tega Industries Limited
CIN: U25199WB1976PLC030532

Annexure V - Notes to the Restated Consolidated Financial Information

Prtentsy

[Net debt as at 1 April 2020
Cash flows:

Acquisition of lease
Principal repayment of lease

Interest expense
Interest paid

Payment on Derivative Settlement (net)
!Non-eash movements:

[Unrealised foreign exchange

Others adjustment for lease

Derivative Loss (net)

“balances include interest accrued on borrowings

Poston ete

ie
eons
Gren

Crees)

erento

NCO mota rnd
es)

(430)

(34.17)
34.78

Neamt res

(All amounts in INR million, unless otherwise stated)

Prt re rs
SSS ese BELTS

grant yduininad (Swap and Option)

or oer

Pronttrmrrer ret

 

 

Jind AS 116 transition adjustment
Net debt as at 1 April 2019

cash flows.

[Recognised on adoption of IND AS 116
Acquisition of lease

Principal repayment of lease

Interest expense

Interest paid

[Payment on Derivative Settlement (net)
!Non-eash movements:

[Unrealised foreign exchange

Others adjustment for lease

Derivative Loss (net)

[Net debt as at 31 March 2020"

“balances include Tnterest accrued on borrowings

 

Perron eve

 

cash flows
[Recognised on adoption of IND AS 116
Acquisition of lease

Principal repayment of lease

interest expense

Interest paid

Payment on Derivative Settlement (net)
Non-cash movements:

[Unrealised foreign exchange

Derivative Loss (net)

[Net debt as at 31 March 2019"

   

“balances Include Interest accrued on borrowings

Greene

Cie cy

sh and cash
pene
576.91,
(379.64)

Pea)
(847.59)

(0.74)

(848.33)

(433-41)

(48.49)
47.27

Neate
eet
(4,247.58)
450.27

(63.86)
66.14

 

280

ore eyo prereset
(4,288.92) (308.19) (1.74)
- 308.19 =
(4,288.92) : (1.74)
(45-48) - -
7 (244.74) =
- (471.30) -
" 53.56 =
(020.64) (25.70) -
121.24 25.71 2
z 3 23.4
(9.89) 21.26 2
- 052 -
- 7 (58.91)

Ported reer r crt

on ros Lease Liabilities repay ie
(498.28) - 0.65
206.81 - -

- (340.75) -

- (4.94) -

8 36.42
(132.16) (29.23) -
129.92 29.23 -

“ f 13.33

4.79 11.08 :

= 5 (25.72)

(2,263.80),
307-45
4,956.35)
(0.14)
(244.74)|
(71.30)
53.56
(194.78)
194.22
23.14

usa
052
(58.91)

(2,168.30)
277.44
(340.75)
(4.94)
36.42
(225.25)
225.29
33.33

(a132)|
(25.72)
363.80)

 
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

Note: 42 Segment information

The group is engaged in the business of designing, manufacturing and installation of process equipment and accessories and is primarily operated out of India. The
group has identified its executive committee (which consist of Chairman, Managing Director & Chief Executive Officer, Head Product Management Group & Global
Marketing, Head Global Operations, Head Global Finance (Chief Financial Officer), Head Human Resource and Company Secretary) as the chief operating decision
maker ('CODM’). The CODM reviews the business as a single segment group.

Other information

(i) Revenue from external customers along with breakup between India and arising outside India.

erat) E E Peo mE BUC TOL E

Outside India

 

Revenue Outside India includes: Chile INR 248.02 Mn (31 March 2021: INR 1,611.44 Mn ; 31 March 2020: INR 1,328.55 Mn and 31 March 2019: INR 890.30 Mn),
Australia INR 196.45 Mn (31 March 2021: INR 717.92 Mn ; 31 March 2020: INR 729.07 Mn and 31 March 2019: INR 984.96 Mn), South Africa INR 103.34 Mn (31
‘March 2021: INR 491.90 ; 31 March 2020: INR 373.92 Mn and 31 March 2019: INR 311.46 Mn) and Canada INR 219.06 Mn (31 March 2021: INR 513.08 Mn ; 31
March 2020: INR 504.45 Mn and 31 March 2019: INR 251.46 Mn)

  

 

(ii) Details of non-current assets (property, plant and equipment, right-of-use assets, capital work-in-progress, investment properties, intangible assets,
intangible assets under development, goodwill on consolidation and other Non Current assets) based on geographical area is as below:

eat) POR ts Pye eUTae OCLC)

India 1,447.96 1,454.94 1,380.92 1,452.28
Outside India 1,640.56 1,589.12 1,373.51 1,451.16
Tota 3,088.52 3,044.06 2754-43 2903-44
‘Non-Current Assets Outside India includes: Chile INR 640.13 Mn (31 March 2021: INR 598.04 Mn ; 31 March 2020: INR 516.11 Mn and 31 March 2019: INR
495.05 Mn), Australia INR 652.91 Mn (31 March 2021: INR 649.89 Mn ; 31 March 2020: INR 552.84 Mn and 31 March 2019: INR 598.81 Mn), South Africa INR
293.07 Mn (31 March 2021: INR 286.35 Mn ; 31 March 2020: INR 268.29 Mn and 31 March 2019: INR 329.53 Mn) and Canada INR 19.46 Mn (31 March 2021:
INR 18.53 Mn ; 31 March 2020: INR 10.54 Mn and 31 March 2019: INR 12.19 Mn)

 

 

Note: No Single customer represents 10% or more of the Group's total revenue during the period/ year ended 30 June 2021, 31 March 2021, 31 March 2020 and 31
March 2019.

281
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

Note: 43 Interest in other entities

(@ Subsidiaries

‘The group's subsidiaries as at 30 June 2021, 31 March 2021, 31 March 2020 and 31 March 2019 are set out below. Unless otherwise stated, they have share capital consisting solely of equity shares that are held directly by the group, and the proportion of ownership interests
held equals the voting rights held by the group. The country of incorporation or registration is also their principal place of business.

Tega Industries, Ine. TSA 700.00% 700.00% 700.00% 700.00%
FTrega Industries Australia Pty. Utd, Australia 10.00% 10.00% 700.00% 700.00%
FTrega Industries Canada Ine. Canada 10.00% 10.00% 700.00% 700.00%
FTega Investments Limited The Bahamas 10.00% 10.00% 700.00% 700.00%
Tega Investments South Africa Proprictary Limited ‘South Africa 10.00% 10.00% 700.00% 700.00%
Tega Industries Africa Proprietary Limited ‘South Aftica 100.00% 10.00% 100.00% 700.00%
FTega Do Brasil Servicos Teenicos [ida Brazil 99.00% 99.99% 99.90% 99.90%

Tega Holdings Pte Limited Singapore 70.00% 10.00% 700.00% 700.00%
FTrega Scanning Solutions Inc.® Canada, 0.00% (0.00% 0.00% 0.00%

FTega Holdings Pty Ltd ‘Australia 70.00% 10.00% 700.00% 70.00%
TLosugen Pty Lid ‘Australia 10.00% 10.00% 100.00% 100.00%
FTega Industries Chile SpA, Chile 10.00% 10.00% 100.00% 100.00%
[Edoctum S.A. Chile 10.00% 10.00% 100.00% 100.00%
[Edoctum Peru SAG Peru 10.00% 10.00% 100.00% 100.00%

 

+# Disposed off during the year ended 31 March 2019 wef. 15 January 2019

(b) Non-controlling interests (NCI)
As noted from the above table, the non-controlling interests are not material to the group.

(© Transactions with Non-controlling interest (NCD

‘The Group has disposed off its entire shareholding in subsidiary Tega Scanning Solutions Inc. during the financial year 2018-19. Accordingly it has recognised the gain or loss associated with the loss of control attributable to the former controlling interest in the Restated
Consolidated Statement of Profit and Loss.

282
 

‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(@) Interests in joint venture

(All amounts in INR million, unless otherwise stated)

Set out below are the details of the joint venture of the group as at 30 June 2021, 31 March 2021, 31 March 2020 and 31 March 2019. The entity listed below has share capital consisting solely of equity shares. The country of incorporation or registration is also their principal

place of business, and the proportion of ownership interest is the same as the proportion of voting rights held.

Po restea sents

Toes

Colne Eetts

Prec)

 

 

 

 

eg ees a country of PSE ounting method os pee
irc Sait Pe eC ee Cee EEC LE ToT) —_

[Hosch Equipment (india) Limited Tada Toint Venture Equity method 275.33 269.28 244.66 23464) 50%

[Total equity accounted investments 275.33 269.22 244.66 234.64

 

 

 

 

 

 

 

 

 

@ Unlisted equity, no quoted price available

(@ Contingent liabilities in respect of joint venture

 

 

tanned ERLE! ea eae eC ee RELIC)
Contingent liabilities — joint venture 17.24 17.24 17.73 25.17
[Total Contingent Habilities 72a Wa 773 2507

 

 

 

Gi) Summarised financial information for joint venture

‘The tables below provide summarised financial information for that joint venture which is material to the group. The information disclosed reflects the amounts presented in the restated financial information of the relevant joint venture and not the Holding Company's

share of those amounts.

Summarised Restated Statement of Assets and Liabilities

eT ee ne eee

dais FORCE Eee eee er ET eC cu coe)

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents, 19.27 6.29 5.60 0.06

Other assets 317.07 269.19 209.43, 189.17
Total current assets 336.34 275.48 215.03 189.23,
Total non-current assets 79.50 74.86 80.49 78.08
Current liabilities

Financial liabilities 19.32 22.98 21.28 10.85

Other liabilities 12.01 15.74 12.01 11.62
Total current liabilities 3133 38.72 33.29 22.47
Non-current liabilities
Financial liabilities 281 3.07 483 4.0
Other liabilities 2.95 2.02 - 3.38
Total non-current liabilities B76 5.09 483 748
Net assets 3875 306.53 257.40 237.36

 

 

 

 

 

‘Note- Hosch Equipment (India) Limited is having financial and technical collaboration with M/s Hosch (GB) Limited U-K., pioneers in the manufacture of Scrapers, having its registered office and manufacturing facilities at West Bengal, India.

283
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

‘Summarised restated statement of profit and loss

eect pened

[gees Een ee een ET eC on EOC)

 

  

Revenue 44.98 202.76
Interest income 0.20 0.70

Depreciation and amortisation 072 3.52

Finance costs on 0.93

Income tax expense 410 17.90

Restated profit from continuing operations 1232 53.56

Restated other comprehensive income/ (loss) (0.10) 0.07 (0.04) (sn)
Restated total comprehensive income 12.28 53.63 3643 34.68
Dividends paid to Holding Company - 2.35 8.14 an

 

Reconciliation to carrying amounts

eee ent core e nat

 

 

 

 

 

 

idea EOE Eres ers eevee ce

Opening net assets 306.53 257.40 237.36 208.11]
Jind AS 116 transition adjustment : - 0.18 =
Opening net assets 306.53 257-40 237-54 208.
Restated profit for the period/ year 1232 53.56 36.17 36.19
Restated other comprehensive income/ (loss) (0.10) 0.07 (0.04) (asi)
Dividends paid including tax - (450) (16.29) (5.43)
Closing net assets 38.75 306.53 257.40 237.36
(Group's share in % 50% 50% 50% 50%
[Group's share in INR 159.37 153.26 128.70 118.68
[Goodwill 115,96 115.96 115.96 115.96
[Carrying amount 275.33 269.28 244-66 234.64

 

Gii) Share of restated profit

Particulars EEE ete EDT

       
  
 

      

Share of restated profits from joint venture 6.16 26.78 18.09 18.09

 

 

[Total share of restated profits from joint venture

(iv) Share of restated other comprehensive income/ (loss)
ay

      
  
 

     

Erp Pe

Eee)

   

Share of restated other comprehensive income/ (loss) from joint venture (0.05)| 0.03 (0.02)| (0.75)

 

 

 

 

 

 

 

[Total share of restated other comprehensive income] (loss) from joint venture

284
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

 

(All amounts in INR million, unless otherwise stated)

Note: 44 A Contingent liabilities (to the extent not provided for)

POPUL aE Coe Cee OS LEG)

|Contingent liabilities - Claims against the company not acknowledged as debt

Disputed Excise Duty
Disputed Service Tax
Disputed Income Tax
Disputed Sales Tax
Disputed ESI Dues

Other money for which the Group is contingently liable

(2) Pending finalisation of legal/ arbitration proceedings, the extent of eventual liability, against a|
customer's claims (not admitted by the Company) for alleged unsatisfactory product performance as may
arise, is currently not ascertainable and no provision in this regard has been considered necessary by the|
/Management.

(2) The Company stands as surety in connection with General Bond executed by MM Aqua Technologies|
Limited for the due dispatch of excisable goods for export without payment of duty

 

Ta respect of the contingent liabilities mentioned in ()) above, pending resolution of the respective proceedings, i is not practicable for the Group to estimate the Himings of cash outliows, any.

Note: 44 B Commitments
en ed POPUL ae Coe ee eC ETO CLEC)

 

(@_| Estimated amount of contracts remaining to be executed on capital account and not provided for 52.90 56.40 11.20 67.41]

 

Note: 44 C The Holding Company and its Joint Venture has evaluated the impact of the Supreme Court Judgment in case of "Vivekananda Vidyamandir And Others Vs. The Regional Provident Fund
Commissioner (II) West Bengal” and the related circular (Circular No, C-I/1(3)2019/Vivekananda Vidya Mandir/284) dated 20 March 2019 issued by the Employees’ Provident Fund Organisation in
relation to non-exclusion of certain allowances from the definition of "basic wages" of the relevant employees for the purposes of determining contribution to provident fund under the Employees’
Provident Funds & Miscellaneous Provisions Act, 1952. While further clarification on applicability and operation of the Order is awaited from the Provident Fund authorities, based on estimates by the
‘management, the impact of the Order is not expected to be material on the Restated Consolidated Financial Information. The management will continue to assess the impact of further developments
relating to retrospective application of the Supreme Court's judgement considering the additional guidance as and when issued by the statutory authorities.

285
‘Tega Industries Limited
CIN: U25199WB1976PLCO30532
Annexure V- Notes to the Restated Consolidated Financial Information

(Allamounts in INR milion, unless otherwise tated)

Note: 45 Earnings per share

Particulars ere eer ee Ey

 

[Computation of Earnings for Equity Shares,

 

 

Restated Net Profit attributable tothe shareholders ofthe company 8.82 1,364.05 655.05 326.28
Less: Preference share dividend and tax thereon = 0.00" 0.007 0.00"
Restated Profit attributable to equity shareholders 8.82 1,964.05 655.08 2628]
D Weighted average numberof equity shares outstanding during the period year other than which are dilutive 56,001:259 56,601,259 56,601,259 56,601259
E Effect of equity shares which are diltive 999,609 999,609 999,609 999,609
E Effect of compulsorily convertible participatory preference shares which are dilutive 8,602,281 8,602,281 8.692281 602.281
a Effet of potential Ordinary shares on Employee Stock Options outstanding 305.188 300,894 269.154 277638
H=(D+E+F+6) Weighted average numberof equity shares outstanding during the period year (dilutive) 66,596.387 66,594,043, 66,562,903, 66,570,780
|estated Earnings per equity share
(Face Value INR 10/- per share)
cp Restated Earnings per share Basic (INR) 2420 u57 576
Aft Restated Enrnings per share - Diluted (INR) 178 20.48 984 490

 

“Amount Ts below the rounding of norm adopted by the Group

286
‘Tega Industries Limited
CIN: U25199WB1976PLC030532

Annexure V - Notes to the Restated Consolidated Financial Information

Note: 46 Related party transactions

(All amounts in INR million, unless otherwise stated)

Related party disclosure pursuant to Ind AS 24 prescribed under the act

 
 

Ultimate Holding Company

[Subsidiaries

Subsidiaries of Subsidiary

Fellow Subsidiaries

Joint Venture

Key Management Personnel (KMP)

Relatives of KMP

Post Employment Benefit Plan

Entities in which KMP/ Relatives of KMP can
exercise significant influence

   

[Nihal Fiscal Services Private Limited

Tega Industries, Ine.
Hrega Industries Australia Pty. Ltd.
Hrega Industries Canada Ine.

vega Investments Limited

/rega Do Brasil Servicos Tecnicos Ltda
Hrega Holdings Pte Limited

Tega Investments South Africa Proprietary Limited
Tega Industries Africa Proprietary Limited

/rega Scanning Solutions Ine.#

Hrega Holdings Pty Ltd

Losugen Pty Ltd

vega Industries Chile SpA

Edoctum S.A.

/Edoctum Peru S.A.C.

/Maple Orgtech (India) Limited
MM Aqua ‘Technologies Limited

/Hosch Equipment (India) Limited

/Madan Mohan Mohanka - Chairman and Wholetime Director
/Mehul Mohanka - Managing Director

[Syed Yaver Imam - Executive Director (Director from 1 June 2019 to 31 March 2021, Wholetime Director upto 31 May|
2019)

/Manju Mohanka - Director

Jahar Saha - Director (upto 8 October 2020)

Hemant Madhusudan Nerurkar - Director

Rudolph Michael Edge - Director

Dhiraj Poddar - Director

Jagdishwar Prasad Sinha - Director (from 1 May 2021)

/Madhu Dubhashi - Director (from 1 May 2021)

/Manoj Kumar Agarwal - Chief Financial Officer

[Rakhi Sarkar - Company Secretary (upto 31 August 2018)
[Sudipta Bhowal - Company Secretary (from 1 September 2018)

  

/Manish Mohanka

Tega India Ltd Employees Gratuity Fund

Hrega India & Associate Companies Super Annuation Fund
vega India Ltd Staff Provident Fund

rega Industries (SEZ) Ltd Super Annuation Fund

Tega Industries (SEZ) Ltd Gratuity Trust

rPW Engineering Limited
/Marudhar Food and Credit Limited
Madan & Manju Mohanka Foundation

 

 

 

[Noter Related parties have been Identified by the Management.

 

 

# Disposed off during the year ended 31 Mareh 2019 w.e-f. 15 January 2019

287
 

‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

a) The following is the summary of the transactions with related parties for the period/ year ended 30 June 2021, 31 March 2021, 31 March 2020 and 31 March
2010:

 

 

Sale of Goods and Services
/Hosch Equipment (India) Limited
/MM Aqua Technologies Limited

 

Purchase of Goods and services
/Hosch Equipment (India) Limited
/Maple Orgtech (India) Limited

Re-imbursement of Expenses
Hosch Equipment (India) Limited
'TPW Engineering Limited

/Maple Orgtech (India) Limited

Recovery of Expenses
Hosch Equipment (India) Limited
MM Aqua Technologies Limited

/Sales Commission Earned
/Hosch Equipment (India) Limited

Rent/ Service Charges/ Hire Charges
'TPW Engineering Limited

/Maple Orgtech (India) Limited

/Mr Manish Mohanka

[Mrs Manju Mohanka

Dividend Received
Hosch Equipment (India) Limited

[Contribution to post employment benefit plan
Tega India Ltd Employees Gratuity Fund

‘Tega Industries (SEZ) Ltd Gratuity Trust

Tega India & Associate Companies Super Annuation Fund
[Tega Industries (SEZ) Ltd Super Annuation Fund

Business Support Service Expense
/MM Aqua Technologies Limited

/Business Support Service Income
Hosch Equipment (India) Limited
/Maple Orgtech (India) Limited
/MM Aqua Technologies Limited

Payment made for transfer of lease
TPW Engineering Limited

Loans and advances given/(Recovered) (Net)
'TPW Engineering Limited

 

oan

0.08

gar

6.77
0.09
0.39
0.04

173
0.16

0.47

2.29
0.08
0.30

 

12.56 9.04 5.93
- 3.01 0.49
0.96 0.83, 0.17
0.10 - 0.04
0.10 0.19 0.02
0.05 = =
0.04 =
o.21 0.08 0.01
0.02 S 0.21
15.29 12.79 13.18,

  

 

 

 

24.17 22.89

0.39 0.42

1.43 1.36

a2

2.25 6.75 2.25,
- 30.00 11.00

0.03 - 0.00%
6.36 6.55 6.50
0.59 0.50 0.39
1.86 : =
9.30 9.39 9.34
0.30 0.34 0.30
0.78 0.09 0.09
201.33 # “
0.61 0.22 S

 

~ Amount is below the rounding off norm adopted by the Group

Remuneration to KMP

During the period/ year, the Group has recognised an amount of INR 32.02 Mn (31 March 2021: INR 115.23 Mn , 31 March 2020: INR 120.51 Mn and 31 March 2019: INR 80.25 Mn) as,
remuneration paid/ payable to key managerial personnel. The details of such remunerations are as below:

 
     

 

 

  

 

 

 

[Short term employee benefits, 25.11
Post employment benefits 118

[Other long term employee benefits 0.05,

[Total employee benefits expense 26.34

Perquisites 0.42

Sitting fees 0.06

|Commission/ Incentive to Director's 1.97 30 2.05
Professional Fees 3.23 9.22 =
[Total other expenses 5.68 38.17 BA

 

 

 

 

 

 

 

Note : Refer note 43(d) for details of share of profit of the period/ year ended 30 June 2021, 31 March 2021, 31 March 2020 and 31 March 2019 and investment outstanding as at 30

June 2021, 31 March 2021, 31 March 2020 and 31 March 2019 relating to Joint Venture.

288
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

b) The following is the summary of balance outstanding with related parties for the period/ year ended 30 June 2021, 31 March 2021, 31 March 2020 and 31
March 2019:

 

ECELECE Ee a ee OE EET IC)
Trade Receivables
Hosch Equipment (India) Limited 4.90 4.02 2.30
/Maple Orgtech (India) Limited 0.17 112 0.75
MM Aqua Technologies Limited 4.14 6.82 37

 

|Advances/ Deposit /Other Receivables

 

TPW Engineering Limited 3.38 3 277 2.99
/Mr Madan Mohan Mohanka 372 : e =

/Mr Manish Mohanka 0.93 0.19 0.19 0.19
[Mrs Manju Mohanka 0.05 0.05, 0.05, 0.05,

‘Trade Payables

 

'TPW Engineering Limited 0.09 0.09 0.00%
/Maple Orgtech (India) Limited 0.54 0.37 1.00
/MM Aqua Technologies Limited 3.05 2.57 0.43
/Mr Manish Mohanka 0.28 - 2 -
[Financial Liabilities

/Hosch Equipment (India) Limited 0.93 0.93 0.93 0.93
Other current liabilities

Tega India & Associate Companies Super Annuation Fund 201 173, 1.64 1.58
[Tega Industries (SEZ) Ltd Super Annuation Fund 0.18 0.16 0.13 oz
Provision

‘Tega India Ltd Employees Gratuity Fund 23.26 19.94 16.11 31.61
Tega Industries (SEZ) Ltd Gratuity Trust 4.96 4.23 3.10 2.42

 

~ Amount is below the rounding off norm adopted by the Group

289
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)

©) The following are the details of the transactions eliminated during the period/ year ended 30 June 2021, 31 March 2021, 31 March 2020 and 31 March 2019:

( Tega Industries Limited

 

  

 

 

 

 

 

 

   

 

Sale of Goods and Services
‘Tega Industries, Inc. 42.90 372.48 3
Tega Industries Australia Pty. Ltd. 8.78 - -
Tega Industries Canada Ine. 125.69 393.11 -
Tega Holdings Pte Limited 70.38 361.33
‘Tega Industries Africa Proprietary Limited 87.18 247.42
Losugen Pty Ltd 27.34 86.87
‘Tega Industries Chile SpA 37.08 103.10
Tega Do Brasil Servicos Tecnicos Ltda - 0.28
Purchase of Goods and services
‘Tega Industries Africa Proprietary Limited - 027 - 20.67
‘Tega Industries Chile SpA - 3.97 17-76 3.66
Tega Scanning Solutions Ine. ( Upto 15 January 2019) - - - 2.13
Re-imbursement of Expenses
Tega Industries, Ine. - - 12.96 18.96
‘Tega Industries Australia Pty. Ltd. - - - 8.81
‘Tega Industries Canada Ine. - - - 3.91
‘Tega Industries Africa Proprietary Limited - 7.20 - -
Tega Holdings Pte Limited 14.46 - 0.25
Tega Do Brasil Servicos Tecnicos Ltda - 1.58 725 -
‘Tega Industries Chile SpA 0.13 3.29 -
Losugen Pty Ltd 151 - - -
Recovery of Expenses
Tega Industries, Ine. - - 0.04 -
Tega Industries Australia Pty. Ltd. - 0.22 0.00% 0.03
‘Tega Industries Canada Inc. 0.72 27.88 4.50 3
Tega Industries Africa Proprietary Limited 0.70 1.06 2.42 -
Tega Holdings Pte Limited 0.98 0.92 2.69 491
Tega Industries Chile SpA 0.70 4.47 0.10 1.92
Losugen Pty Ltd - 0.41 0.14 0.09
‘Tega Do Brasil Servicos Tecnicos Ltda - - 0.34 -
/Marketing Fee (Expense)
‘Tega Do Brasil Servicos Tecnicos Ltda 8.93 26.01 31.80 36.71
Tega Holdings Pte Limited 28.93 50.15, 35.61 33.00
/Marketing Fee (Income)
‘Tega Industries Africa Proprietary Limited - - - 2.30
Tega Industries Chile SpA - 3.09 2.95 19.09,
Business Support Service Income
‘Tega Industries Africa Proprietary Limited 3.66 1.23 137 13.63
‘Tega Industries Canada Inc. 0.00% 0.08 0.07 -
Losugen Pty Ltd 0.16 0.98 1.27 175,
Tega Industries Chile SpA 3.92 19.01 15,66 12.25
Tega Holdings Pte Limited 0.19 77 1.79 3.64
Tega Industries, Inc. 0.00 0.09 0.09 -
Tega Industries Australia Pty. Ltd. 0.05 0.16 0.12 -
Sale of property, plant and equipment
‘Tega Industries Chile SpA - - 242 10.44
Purchase of property, plant and equipment
Tega Industries Chile SpA - - 7.56 -
Tega Industries Africa Proprietary Limited - - 7.02 -

* 586.78 575.88
~ Amount is below the rounding off norm adopted by the Group
Gi) Tega Investments Limited

Sore

Repayment of loan gi
Tega Industries Africa Proprietary Limited - 120.35, - -
‘Tega Industries Chile SpA - - -
Interest Income -
Tega Industries Africa Proprietary Limited - 0.65 375 3.69
Tega Industries Chile SpA - - - 0.14

 

 

 

 

 

 

 

290
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

Gii) Tega Do Brasil Servicos Tecnicos Ltda

Purchase of Goods and services
‘Tega Industries Chile SpA

/Re-imbursement of Expenses
Tega Industries Chile SpA
‘Tega Industries Canada Ine.

Recovery of Expenses
Tega Industries Chile SpA

(All amounts in INR million, unless otherwise stated)

 

0.83 0.35, x
- 0.93, x

: : 0.43

 

(iv) Tega Industries Australia Pty. Ltd.

Purchase of Goods and services
Losugen Pty Ltd
‘Tega Industries Chile SpA

Professional fees
Losugen Pty Ltd

/Re-imbursement of Expenses
[Losugen Pty Lid

Sale of property, plant and equipment
‘Tega Industries Africa Proprietary Limited

 

Puree

1.00 137 un -
* = 0.2 3

. 8.24 697 2.88
3.89 1.68 -

Poetry

Pee

 

: = 1.30

 

(v) Tega Industries, Ine.

Purchase of Goods and services
Tega Industries Chile SpA
Tega Scanning Solutions Ine. ( Upto 15 January 2019)

Re-imbursement of Expenses
Tega Industries Canada Ine.
Tega Industries Chile SpA

POprineres

 

Pore

Erne Me eee re)

0.14 2.32 3

= 181 1.90

 

(vi) Tega Industries Chile SpA.

Purchase of Goods and services
‘Tega Industries Africa Proprietary Limited

Sale of Goods and Services
Edoctum S.A.
Tega Industries Africa Proprietary Limited

 

Re-imbursement of Expenses
/Edoctum Peru S.A.C.

Recovery of Expenses
/Edoctum S.A.

Edoctum Peru S.A.C.

 

 

- - - 3.91
- 1.23 . 1.68
* - 1.37
- - - 0.40

0.58 4.50 8.31 3.04
113 - 1.26 -

EET

 

 

(vii) Tega Industries Africa Proprietary Limited

EET

 

Purchase of Goods and services
Tega Scanning Solutions Ine. (Upto 15 January 2019)

Dividend Paid
Tega Investments South Africa Proprietary Limited

 
     
 
   
   
 

291

 

POEDIRET Es

Pree oer

        

- = 0.49

 

 

 

 
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(viii) Tega Holdings Pte Limited

Purchase of Goods and services
‘Tega Industries Chile SpA

 

le of Goods and Services
‘Tega Industries Canada Ine.

Tega Industries Australia Pty. Ltd.
Tega Industries, Inc.

Re-imbursement of Expenses
Edoctum Peru S.A.C

Tega Industries Chile SpA

Recovery of Expenses
/Edoctum Peru S.A.C.

‘Tega Industries Chile SpA
Tega Investments Limited

Business Support Service (Income)
Tega Industries Australia Pty. Ltd.
‘Tega Industries Africa Proprietary Limited

Loans given
‘Tega Industries Africa Proprietary Limited
Tega Industries Chile SpA

{Interest Income
Tega Holdings Pty Ltd

Tega Industries Chile SpA

Tega Investments Limited

‘Tega Industries Africa Proprietary Limited

/Investments in subsidiaries
Tega Industries Chile SpA
Tega Investments South Africa Proprietary Limited

Interest expenses
ga Investments Limited

 

Loan taken
‘Tega Investments Limited

Repayment of Loan Given
Tega Investments Limited

Tega Holdings Pty Ltd

‘Tega Do Brasil Servicos Tecnicos Ltda
‘Tega Industries Africa Proprietary Limited

[Conversion of Loan into Investment
Tega Industries Chile SpA

61.90

2.23,

0.41
0.96

8.40
2.74

0.96

(All amounts in INR million, unless otherwise stated)

 

 

 

 

- - 3.82
0.48 104.92 210.54
304.42 358.28 394.28

: 130.77

2 14 -

z 1.67 -
2.91 - >
4.80 - >
10.16 14.95 15.24
297 281 3.06

156.06 - -

Z z 126.68
31.87 29.03 3471
12.5 20.58

1.23 1.81
3.36 - z

- 3 57.58
99.44 = =
0.45 * -
26.10 - 2

¢ 26.44 38.99

: - 6.28

- 3 1,930.14

 

(ox) Tega Industries Canada Ine.

Purchase of Goods and services
‘Tega Industries Chile SpA
Tega Scanning Solutions Ine. (Upto 15 January 2019)

Recovery of expensi
Tega Scanning Solutions Ine. (Upto 15 January 2019)

 

 

: - 0.01

 

(x) Tega Holdings Pty Ltd

Dividend Income
Losugen Pty Ltd

Interest Income
Losugen Pty Ltd

Loans and advances given (Tax Benefit)
Losugen Pty Ltd

Loan repayment Received
Losugen Pty Ltd

 

 

3:39

5 28.87 61.05
0.44 56 2.09
3.52 8.44 29.82

 

(xi) Edoctum S.A.

 

[Particulars

Recovery of Expenses
/Edoctum Peru S.A.

 

 

go June 2021

 

Breve Erne eee)

= 347 x

 

 

 

 

B52:
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

 

4d) The following are the details of the balances eliminated di

 

the pe

( Tega Industries Limited

Trade Receivables
Losugen Pty Ltd

‘Tega Industries Africa Proprietary Limited
Tega Holdings Pte Limited

‘Tega Industries Australia Py. Ltd.

‘Tega Industries Canada Inc.

Tega Industries, Inc.

Tega Industries Chile SpA

Trade Payables
Tega Industries Chile SpA

‘Tega Do Brasil Servicos Tecnicos Ltda
Tega Industries, Inc.

‘Tega Industries Canada Inc.

‘Tega Industries Africa Proprietary Limited
Tega Holdings Pte Limited

Losugen Pty Ltd
Loans and Advances-Taken
Tega Industries, Ine.

 

Standby Letter of credit
‘Tega Industries Chile SpA

- Limit USD 3.55 Mn (31 March 2021: USD 3.55 Mn ; 31 March 2020: USD 2.00 Mn and 31 March
}2019: USD 2.00 Mn)

- Utilisation USD 3.21 Mn (g1 March 2021: USD 3.31 Mn ; 31 March 2020: USD 1.90 Mn and 31
/March 2019: USD 1.90 Mn)

Tega Holdings Pte Limited
- Limit USD NIL (31 March 2021: USD NIL ; 31 Mareh 2020: USD NIL and 31 Mareh 2019: USD]
8.76 Mn)

- Utilisation USD NIL (31 March 2021: USD NIL ; 31 March 2020: USD NIL and 31 March 20191
{USD 6.73 Mn)

 

 

27.14
120.14
170.14

8.90
186.75
0.00%
140.45

16
5.20

6.82
94.44
151

4.65

263.50

238.79

 

(All amounts in INR million, unless otherwise stated)

 

259.17

24.72

 

 

 

151.33,

143.76

 

.d/ year ended 30 June 2021, 31 March 2021, 31 March 2020 and 31 March 2019:

41:70
99.23,
592.99
0.03
0.10

398.11

3.56
0.76
24.17
ont
14.27
36.24

138.31

131.39

 

 

~ Amount is below the rounding off norm adopted by the Group

Gi) Tega Investments Limited

Loans and advances
‘Tega Industries Africa Proprietary Limited

Interest Receivable
‘Tega Industries Africa Proprietary Limited

 

POEDECET ES

Pee TET

TET

 

122.90

29.89

EIEIO)

112.32

23.67

 

 

‘Tega Do Brasil Servicos Tecnicos Ltda

 

Trade payables
Tega Industries Chile SpA

OEE

119)

ERE TET

aay

EE

0.31

Era

4.44

 

(iv) Tega Industries Australia Pty. Ltd.

‘Trade payables
Losugen Pty Ltd
Tega Industries Chile SpA

EOEIEY

2.47

Pree

 

 

013

PEELE

0.74

 

(v) Tega Industries, Ine.
Ens
Trade Payables

Tega Industries Chile SpA
Tega Industries Canada Ine.

go June 2021

PIT ET

0.4

PeEROETE

 

0.31

EIDE

0.39

 

(vi) Tega Industries Chile SpA.
Leen

Trade Receivables

/Edoctum S.A.

/Edoctum Peru S.A.C.

‘Trade Payables
/Edoctum Peru S.A.C.

 

 

go June 2024

37-41
113

 

PETE

36.46

0.81

 

Eee T eo)

 

27.18

0.85

 

EIEIO)

20.53
0.39

 

 

293
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

 

‘Tega Holdings Pte Limited

‘Tega Industries Canada Inc.

Edoctum Peru S.A.C.

Tega Industries Africa Proprietary Limited
Tega Industries Australia Pty. Ltd.

Tega Industries, Ine.

‘Tega Industries Chile SpA

Trade Payables
Tega Industries Chile SpA
Edoctum Peru S.A.C
Edoctum S.A.

Loans and advances
Tega Holdings Pty Ltd

Tega Industries Chile SpA

‘Tega Industries Africa Proprietary Limited
‘Tega Investments Limited

Edoctum Peru S.A.C.

Interest Receivable
iga Holdings Pty Ltd

‘Tega Industries Chile SpA

Tega Industries Africa Proprietary Limited
Tega Investments Limited

 

Borrowings
‘Tega Investments Limited

Interest accrued on borrowings
‘Tega Investments Limited

 

 

7.04
8.91
0.65

399.81
342.40
120.79

0.45,

 

(All amounts in INR million, unless otherwise stated)

 

 

 

0.69 101.60
0.47 -

2.88 3.03

165.91 127.59

: - 19.05

- an 0.97

6.47 8.89 8.37

25 0.90 0.61

397.95 329.25 376.89
333.52 344.66 315.00
148.49 . ”

2 149.72
35.85, 2:40
73:65 41.48

334 = -

- 70.02 56.16
15,86 »

0.33 : -

 

(viii) Tega Industries Canada Ine.

‘Trade Payables
‘Tega Industries Chile SpA

‘Trade Receivables
Tega Industries, Ine.

 

 

# Lat 2

: 0.29 0.38

 

(ix) Tega Holdings Pty Ltd

 

Loans and advances (Including Interest)
Losugen Pty Ltd

go June 2024

14.25

REE TET

Ener EEEUET IT

17.58 20.26 41.64

 

@) Edoctum S.A.

Es

 

‘Trade Receivables
Edoctum Peru S.A.C.

 

PORRETE

6.60

 

ELSES Eanes Pree

6.41 6.70 3.93,

 

 

 

 

(294
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in INR million, unless otherwise stated)

€) The following are the details of the investment eliminated during the period/ year ended 30 June 2021, 31 March 2021, 31 March 2020 and 31 March 2019:

(i Tega Industries Limited

 

ns ECERECE ae Ers EOUEETEce Te)

Investment in Equity

Tega Investments Limited 2.32 2.32 2.32 2.32
Tega Holdings Pte Limited 0.43, 0.43 0.43 0.43
Tega Do Brasil Servicos Tecnicos Ltda 10.7 10.17 10.7 10.17
Tega Industries Canada Inc. 1.96 1.96 1.96 1.96
Tega Industries Australia Pty. Ltd. 231 231 231 231
Tega Industries, Ine. 9.52 9.52 9.52 9.52
Investment in Preference Shares

Tega Holdings Pte Limited 3464.32 3464.32 3464.32 2,877.54
Provision for diminution in the value of equity

Tega Do Brasil Servicos Tecnicos Ltda 9.60 9.60 - -
Fair value (gain)/ loss in the value of preference shares

 

Tega Holdings Pte Limited (960.17) (887.56) 1,000.84 1,157.07

 

Gi) Tega Investments Limited

[Particulars ECECUCE aE CeCe ee eee eee)

 

Investment in Equity
Tega Investments South Africa Proprietary Limited - - 22.70 20.75

 

Gii) Tega Holdings Pte Limited

ns ECELECE Ee a ee OE EET IC)

 

Investment in Equity

Tega Holdings Pty Ltd 194.36 190.96 186.31 179.32
Tega Industries Chile SpA 632.27 621.21 606.07 583.35
Tega Investments South Africa Proprietary Limited 101.21 99.44 - -

/Edoctum S.A. 0.01 0.01 0.01 0.01

Investment in Preference Shares
Tega Industries Chile SpA 2,074.22 2,037.94 1,988.26 1,913.73

Provision for diminution in the value of equity
Tega Industries Chile SpA 105.97 toga 101.57 97.77

Fair value (gain)/ loss in the value of preference shares
Tega Industries Chile SpA 422.12 315.82 1,644.88 1,879.60

 

(iv) Tega Investments South Africa Proprietary Limited

 

ns goJune2021 31 Marel Erp 31 March 2019

Investment in Equity
Tega Industries Africa Proprietary Limited 48.45 45.98 39.44 44.44

 

() Tega Holdings Pty Ltd

ED RCE oe POLE ea LCL ee EOE)

 

Investment in Equity
Losugen Pty Ltd 774.04 73:10 639.48

 

 

(vi) Tega Industries Chile SpA.

 

ns ECELECE aE ae LE OE EOE IC)

Investment in Equity
/Edoctum S.A. 0.55 0.54 0.48 0.55

 

(vii) Edoctum S.A.

 

 

no PREC ee eee)

Investment in Equity
/Edoctum Peru S.A.C. 0.02 0.02 0.02 0.02

 

 

 

 

 

 

295
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Finaneial Information

(All amounts in INR million, unless otherwise stated)

Note:47 Share-based payments
(a) The share-based payment plan is an employee option plan. The options are equity settled options.

(®) Set out below is the summary of options

Poprerenes) E 5 E 5 31 March 2019
rerron nny a 7 ef era PNrscretscarcn

NOMS Nn

E Pee
357:251 38: 3 301,933 301933,

  

pening balance 3
Granted during the period/ year -
[Exercised during the period/ year - - - - - -
[Expired during the period/ year = = = - : 4,682 = =
[Closing balance 357.251

Vested and exercisable 57.251

 

 

 

       

 

Exercise Price/ Share Options ason Share Options as on Share Options as on Share Options as on

Gran See Seer
faa Nada is Lantus Sens 31 Marc Poet) E ee

 

2 years from the date of

 

 

 

 

 

 

Grant I 04-Mar-11 listing 30.77, 255,632 255,632 255,632
rant oataran 2366s Fom the date of 307 38.4 3884 38.584
rant oNorsg —_ Teen an thediino! 7088 27196 27196 27196
Grant IV 02-Jul-13 dial vd date of 76.92 18,707, 18,707, 18,707
rant asctanag SSSR TI He dae 7688 wage wage wage aaa

 

(@) Fair value of options granted
No grants were issued during the respective period/ years.

(©) Expense arising from share-based payment transactions
‘Total expenses arising from share-based payment transactions recognised in profit or loss as part of employee benefit expense were :
30 June 2021: INR NIL (31 Mareh 2021 : INR NIL ; 31 March 2020: INR NIL and 31 March 2019: INR NIL).

  

(0 The existing Employee Stock Option Scheme 2011 has been discontinued and no fresh options will be granted under this scheme. A new Employee Stock Option Plan 2021 (ESOP 2021) was adopted in line with Securities and Exchange Board of India (Share
Based Employee Benefits) Regulations, 2014 and the same was approved pursuant to a Board resolution dated 3 August 2021 and shareholders’ resolution dated 7 August 2021. The ESOP 2021 scheme was further amended in order to align the same with the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 notified on 13 August 2021 and the same has been approved pursuant to a Board resolution dated 10 November 2021. Under the new scheme, no
options have been granted, vested and exercised till date,

296
Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in INR million, unless otherwise stated)

Note: 48
The following Note has been reproduced from the consolidated financial statements of Tega Industries Chile SpA for the
year ended 31 March 2020 (herein after referred to as the Company/Group), a step down subsidiary of the Tega Industries
Limited ("holding company"):

"Financial Position of Tega Industries Chile SpA and its Subsidiaries:
‘As of March 31, 2020, the Company has negative working capital of TH$ 1,840,539, and profit for the period of THS 1,572,600.

‘The year ending March 2020 saw 56 per cent increase in revenues, which was as per the plan prepared by the Company at the start of Financial
Year 2019-2020. The Company has budgeted an increase of 36 per cent in revenue growth in the year 2020-2021.

The budgeted growth is possible due to the huge traction and acceptability of the product Dynaprime within the mining companies in Chile and
other part of the LATAM. The said product provided extended benefits to the mining companies including improved safety. With the above and
based on the estimated revenue growth in the upcoming years, Management is of the view that there is virtual certainty to absorb the accumulated
tax losses in the next 3-4 years and accordingly deferred tax assets has been recognised in the year ending March 2020. The Company can affirm
that the economic performance of the company's product is an exclusive reflection of the growth.

‘As of March 31,2019, The Company had negative working capital of TH$ 4,567,385 and a loss for the period of TH$ 2,927,868.

In this regard, Management declares that during period 2018, a new strategy was implemented for the company, which involved capitalizing the
loans into a Capital amount of TH$ 20,752,397 to improve the net worth of the company. Also, it involved a contribution of working capital from
the parent company.

It should be noted that during the current fiscal year, Tega took part in several tests with customers for its product “Combiliner” with positive
results and executed orders and contracts for some customers. Tega recorded EBITDA of TH 594,000 in FY 2018 and 2019. In the last six
months Tega has earned EBITDA of TH$ 1,039,000.

This a major change for the Company and Management regarding performance in coming years, which will make the Company profitable and will
enable it to improve the working capital cycle. Therefore, enhanced performance and the permanent support of the parent Company leaves no
doubt as regards Company’ s ability to continue as a going concern.

Significant Events
‘The accompanying consolidated financial statements have been prepared on a going concern basis, which considers the realization of assets and
the settlement of liabilities in the normal course of operations. The Group presents a net profit of TH$ 1,572,600 in the annual period ended
March 31, 2020. At that date, it also presents a negative working capital of THS 1,840,539 and will require additional working capital during the
2020/2021 period to support a sustainable business operation. The Group’s debt is a short-term one, which corresponds to debts to financial
entities (23.18%), suppliers (10.41%), and related entities (66.41%). However, the Group’s liquidity has not been affected, as it is fully guaranteed
by the Parent, Tega Industries Limited in India."

aor
Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in INR million, unless otherwise stated)

The following Note has been reproduced from the consolidated financial statements of Tega Industries Chile SpA for the
year ended 31 March 2019 (herein after referred to as the Company/ Group), a step down subsidiary of the Tega Industries
Limited ("holding company"):

"Equity

Issued capital
‘At the date of financial statements, the Company has a subscribed and the paid-in capital of MS 27,819,359.

Paid-in capital and/or capital increase

[Date [Issuing Company [Amount in M$ Condition

[07/08/2018 ‘Tega Industries Chile SPA 1,306,904 It was paid by means of a credit capitalization between Tega
Holding PTE ltd. (Singapore) and Tega Industries Chile SPA

 

 

 

 

 

31/12/2018 FTega Industries Chile SPA 337,848, [It was paid by means of a credit capitalization between Tega
Holding PTE ltd. (Singapore) and Tega Industries Chile SPA

 

[28/03/2019 Tega Industries Chile SPA 18,907,644 [It was paid by means of a credit capitalization between Tega
Holding PTE ltd. (Singapore) and Tega Industries Chile SPA

 

 

 

 

 

Total Paid in Capital and / or Capital increase 20,752,396
Dividend Provisioned for and/or paid
No dividends were paid in 2019 and 2018

 

 

Treasury Shares

During November 2016, Tega Industries Chile SpA absorbed the company Tega Holding Chile SpA, which was a shareholder of Tega Industries
Chile SpA. Accordingly , the shares owned by Tega Holding Chile SpA are now owned by Tega Industries Chile SpA, thus owning itself, pursuant
to (section 27, No. 2) of Act N°18,046.

‘Tega's Management is committed to regularising these treasury shares during the business year 2019 through a capital decrease and restructuring
of equity.

Financial Position of Tega Industries Chile SpA and its Subsidiaries

‘As of March 31, 2019, the Company has negative working capital of M$ 4,567,385, and a loss for the period of M$ 2,927,868.
‘As at 31 March 2018, the Company has a negative working capital of M$ 5,829,639, and a profit for the period M$88,034.

Management Representation as at 31 March 2019

In this regard, Management declares that during period 2018, a new strategy was implemented for the company, which involved capitalizing the
loans into Capital amount of 20,752.40 Million CLP to improve the net worth of the company. Also, it involved a contribution of working capital
from the parent company.

It should be noted that during the current fiscal year, Tega took part in several tests with customers for its product “Combiliner” with positive
results and executed orders and contracts for some customers. Tega booked EBITDA of 594 Million CLP in the FY 2018 -2019. In the last six
months Tega has earned a EBITDA of 1039 Million CLP.

This is a complete turnaround of the company and the management foresight's further improvement in performance in coming years which will
make company profitable and improve working capital cycle. Therefore, improved performance and continuous support from parent does not
leave any doubt on the going concern of the company.

298

 
Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in INR million, unless otherwise stated)

Note: 49

Pursuant to a shareholders’ agreement (“agreement”) in 2011, Wagner Limited (“Investor”) acquired equity shares in the Holding Company and
subscribed to Compulsorily Convertible Participatory Preference Shares (“CCPP”) issued by the Holding Company, collectively referred to as
securities. The amount pertaining to these securities was recognised as equity share capital, preference share capital and securities premium
under the previous GAAP.

Pursuant to the said agreement, the Investor, has an option to require an exit by way of buyback of the securities at fair value in case the Holding
Company does not conduct an IPO within a stipulated date. Per Ind AS 32 ‘Financial Instruments: Presentation’ this represents a contractual
obligation to deliver cash or another financial asset and hence such securities are required to be classified as a financial liability and measured at
fair value. However, there remains certain contradictions between the Ind AS and the Companies Act, 2013 with regard to classification and
measurement of such securities. Classification and measurement of the securities as a financial liability, in accordance with the principles of Ind
AS 32 and Ind AS 109 ‘Financial Instruments’ would not be in accordance with the provisions of the Companies Act, 2013, which requires share
capital received to be classified under share capital and securities premium received to be classified under securities premium account.
Considering that the rule of construction requires that the Act prevails over any subordinate legislation like the Companies (Indian Accounting
Standards) Rules, 2015, the Holding Company did not classify and measure the securities in accordance with the requirements of Ind AS 32 and
Ind AS 109 on the date of transition to Ind AS i.e. 1 April 2016. The Holding Company has continued the classification done under previous GAAP
in the following years also pending resolution of such contradiction. The option to exercise buyback of securities at fair value exposes the investor
to the equity price risk similar to an equity share. Further, the Holding Company has not included the disclosures required under Ind AS 107
‘Financial Instruments: Disclosures’ and has not complied with the presentation requirements of Ind AS 1 'Presentation of financial statements’.

If the securities were classified and measured as per Ind AS 32 and Ind AS 109, total liabilities would be higher by INR 2,492.21 Mn as at 30 June
2021 (INR 2,390.68 Mn as at 31 March 2021, INR 1,821.34 Mn as at 31 March 2020 and INR 1,629.89 Mn as at 31 March 2019) and profit before
tax would be lower by INR 101.53 Mn for the three months period ended 30 June 2021 (INR 569.34 Mn for the year ended 31 March 2021, INR
191.45 Mn for the year ended 31 March 2020 and INR 99.99 Mn for the year ended 31 March 2019).

299:
Toga Industries Limited
CIN: U25i99WBi976PLCo30532
Annexure V - Notes to the Restated Consolidated Financial Information

(Al amounts in INR milion unles otherwise stated)

‘Note: 50 Additional Information required by Schedule I11 of the Companies Aet, 2013:

ENC)

 

 

 

 

 

Asteof
Astcot Astior Astvof
Name ofthe Entity consatdated | ™°™" | consotdated | A™%* | consotdatea | Amount | Consolidated otal | Amount
NetAsete Profit or (Loss) oct npreien
Parent
rege industries Limited
sone so 190.68% seanze 56.998 86.99 -sasx| 205 96% 18469
March oss ra1a8% Sing.o2 sonass| amass ati ‘Stooe| ames
St March oso sna6% sars26 982% eaier 40% tesree| —“oyss
March a9 60% 438099 197% soast 259% 20a sone
Substtares Foreign
+}teq tnd, Ine
sosune ao fo 17688 oa oa © “ ozs oxo
March oat 259% rage som 5598 : : 209% 5598
Ss Atoch soso aon seas aa a i g oe 27
ss Afareh sore 7 182 050% sa) : : 76% es)
2 Tega indstres Australia Py 2
sosune ao or 778 sa 729 : : 84 729
Storch soe aspx fogs ook a8 " 3 oes a6
i March oo se a8 578s gato] : sam Goto)
ss atarch sono Bok 10466 37% G20) . : “518% ‘i2s0)
3 fea tvesments ited
sovune so 20% 46 ss cass] ¢ 2 sags eas)
March aoas oan 6s 538% 7339 - : 88 7399
i March oo “ask cn) 4 en] ¢ 3 78% fa)
pr Aarch sore “ia as) “250% on) i : a on]
fe inde Canad to.
sosune ao a9 ras aan 2379 : “ 180M 2579
March aoas oor pa 220% 9039 : : ‘toate 2099
5s afarch soso 36% 2599 7 33 : i 1% 39
Ss atoch sono os noo sao ain i : soa )
Teo ras Serio Tecios Lida
sosune ass oon 498 Po 408 2 s 2% 408
5 oeh soe fone oo oa ong = : ook os
5 March soso oe oa oe 62) : oar 28)
fs atarch sono ons 395 a6 6 “ 5 oa 6
6 tea Hldings re tnt
sosune aot 15.65% (98769) -#o 5 (89) ¢ : sis (9382)
March sss e288 Gro] aay sono f 5 mome| 167020
i March oso sae (e.t60) a7 “o948 : : 27 8
5 Afarch sore “rek ‘eon 887% eas] i g anne Ges)
7} een ting et
sovune sot 5.78% s6eg7 88% ss] < “ 330m 80)
March oss Sak 360.85 come en) : : Toe en]
5s atarch soso oak 08 408 oat - : 152% 938
fs atarch sore Sox sooo N36 wr04 - : 550% sr04
8 fez Scanning Stations Ie
osuneanas é z : 2 :

[3 Mareh 2020 7 Z :
[pr Atareh 2020 7 2 E z

 

ls March 2019 = 05986 178 = : o7s% is
5] tosugen Py ta
}yo June 202 2.08% ag205 0.08% 0.09 s 3 0.05% 009
[pt Mareh 202s 213% sy080 088% 203 e E 080% 03
1 Marek 2020 2k 786 390% 2159 : : 3.96% 2159
ls March 2019 27 0.93 19.05% 6225 - : 6% 6225
10} Tega Industries Chile Spar
lyoJune 2021 70% 23907 sax Go. ose (o20| 7.39% 0.48)
pr Moreh 2021 ag 25469 Teo 2701 320% so) 479% 2a23t
[pr Mareh 2020 0.45% 2098 ap 148.80 Ss . 24.50% 14880
52 Moreh 2039 “350% 04029) 96.30% (1460) : : ag203%6 (osc)
1a} Tega Investments South Afia Proprietary Limited
youn 2023 078% 49.09 0.63% 075 - : 0.43% 075
[3 Mareh 202s 75% 4587 001% (oun) 2 : -00r% )
[pr Atareh 2020 0.85% sos o.00%" 03 : : 2.00%" 203
[pr tareh 2019 1 wae 0.06% (ox9) - : “0.08% (29)
reg industries Africa Proprietary Listed
lyo June 2021 876% 5555 os 029 s 3 oars 029
1 Marek 2021 856% 582 918% 2517 é i B28 13517
[pr Maren 2020 735% 3519 008% ot < : 106% aa
31 March 029 525% ra “080% a3) - E 6 63)
Minority Interest in all subsidiaries
}yo June 2021 00%" 2.00" 0.00%" 0.00" 0.00%" 2.00" 0.00%" 0.007
1 Moreh 2021 o.00%" 2.00" 00%" e200" 2.008" 00" 00%" 00"
[pr Mareh 2020 o.00%" .00* 00% 0.00" 2.008" 2.00" o.00% 00"
2 Moreh 2039 e.00%" 2.00" 013% 042 2.00%" 2.00% 21886 oe

|Joint venture -Indian
Hosch Equipment (India) Limited

 

 

so June 2023 436% 275.88 518% 636 0.09%| (os) 350% oa
3: Mareh 202s 439% 269.22 19686 2678 02% 20 18% 26a
[pr Atareh 2020 529% ar 18.09 09% (oa) 298% 8.07
ls March son9 ah 23464 3548 18.09 ose (oz) ras 38

| Adjustment arising out of Consolidation

       

 

 

 

 

 

 

 

 

 

 

 

 

bso June 2021 46.5% eows0 8.09% aus 103.864 5762 73.06
pr Moreh 2021 p88 (2956.28) 266%] gba roige% ez 2685)
1 Moreh 2020 928% 273 “249% tear) ‘91.56% (as.0|

[21 Moreh 2030 758% 705.53 1.08% 14403 95.57% (84.49) 24.98%

Total 30 June Z0a0 700.009 Sa 709.008 aaRe 700.008 8 100.008 a0
TTotal'31 March 2027 To. Bara 70.008 Ts.05 00.00% 740.8 700.008 05.08
Total 31 March 2020 700.00% p25 700.00% ss.09 700.005 (49.27 100.00% 605.77
Total 31 March 2019) 100.00%. 01105 100.008 2670. 100.00% wa] 700.0% 282

 

 

 

 

 

TOUR alow The oun a Rov aTopIeT By Te CFO
«Disposed of during the year ended 31 March 2019 we, 15 January 2019
*inludes information related to Tega Industries Chile Spa and its subsidiaries.

300
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in INR million, unless otherwise stated)

Note: 51
‘The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post employment received Indian Parliament approval and
Presidential assent in September 2020. The Code has been published in the Gazette of India and subsequently on 13 November 2020 draft rules were published and
invited for stakeholders’ suggestions. However, the date on which the Code will come into effect has not been notified. The Holding Company and its Joint Venture
will assess the impact of the Code when it comes into effect and will record any related impact in the period the Code becomes effective.

 

Note: 52
‘The Group is engaged in the business of designing, manufacturing and installation of process equipment and accessories to cater the mineral processing, mining,
material handling and environment industries. The Group has assessed the possible impact of COVID-19 on its Restated Consolidated Financial Information based
on the internal and external information available up to the date of approval of these Restated Consolidated Financial Information and concluded no adjustment is
required in these Restated Consolidated Financial Information. The Group has made a detailed assessment of its liquidity position for the next one year and of the
recoverability and carrying value of its assets, including but not limited to Property, Plant and Equipment, Intangible Assets, Trade Receivables and Investments as
at the Balance sheet date. The Group continues to monitor the impact of COVID-19 and the future economic conditions.

   

 

Note: 53
(a) The Holding Company had received foreign direct investment for issue of 668,637 compulsorily convertible participatory preference shares ("CCPP”) on 11 May
2011 to Wagner Limited and thereafter issued bonus shares comprising (922,716 equity shares and 8,023,644 CCPP) to Wagner Limited on 5 October 2013. As per
Para 9(1)(B) of Schedule I to the Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, 2000 vide
Notification no. FEMA 20/2000-RB dated 3 May 2000, amended from time to time, an Indian company is required to file Form FC-GPR to the Regional Office
concerned of Reserve Bank of India (“RBI") with respect to issuance of shares to foreign investor within 30 days from the date of issue. It was observed that there
has been an inadvertent delay in filing of Form FC-GPR, which is in contravention of the aforesaid regulation. On 6 August 2021, the management has made an
application to RBI in accordance with Foreign Exchange Management Act, 1999 for compounding of contravention. Subsequent query raised by RBI was duly replied
by the Holding Company. While further reply on compounding application from RBI is awaited, based on the assessment by the management, the impact of the said
contravention is not expected to be material on the Restated Consolidated Financial Information.

 

(b) The Holding Company has issued certain stock options as part of Employee Stock Option Plan 2011 (“ESOP 2011”) to non- resident employees outside India. Five
grants (Grant I to V) were made by the Holding Company in four tranches on various dates being 4 March 2011, 16 November 2012, 2 July 2013 and 28 January
2015, respectively. As per regulation 8 to the Foreign Exchange Management (Transfer or issue of security by a person resident outside India) Regulations, 2000
vide Notification no. FEMA 20/2000-RB dated 3 May 2000, amended from time to time, an Indian company is required to file Form ESOP to the Regional Office
concerned of Reserve Bank of India (“RBI”) with respect to issue of stock options to non -resident employees within 3o days from the date of issue. It was observed
that there has been an inadvertent delay in filing of Form ESOP, which is in contravention of the aforesaid regulation. On 7 August 2021, management wrote a letter
to RBI for filing Form ESOP in Foreign Investment Reporting and Management System (FIRMS), an online portal. On 10 August 2021 for the first tranche of grant
made on 4 March 2011, Form ESOP was filed via FIRMS which was subsequently rejected. Subsequently, forms for all four tranches have been duly filed with RBI on
8 September 2021, 20 September 2021, 24 September 2021 and 30 September 2021 respectively. The RBI vide its letter dated 27 October 2021 has acknowledged
the aforesaid forms submitted by the Holding Company subject to application by the Holding Company for compounding of the contravention of aforesaid
Regulation. On 1 November 2021, the management made an application to RBI in accordance with Foreign Exchange Management (Transfer or Issue of Security by a
Person Resident outside India) Regulations, 2000 for compounding of contravention. While further reply on compounding application from RBI is awaited, based
on the assessment by the management, the impact of the said contravention is not expected to be material on the Restated Consolidated Financial Information.

 

   

(©) As at 3o June 2021, foreign currency receivables amounting to INR 1.91 Mn, due for more than the time period permitted under the Master Direction on Export
of goods and Services vide FED Master Direction No. 16/2015-16 dated 1 January 2016 (as amended), issued by the Reserve Bank of India (RBI). The Holding
Company has approached the Authorised Dealer (AD) Bank seeking to self-write off the said amount under aforesaid regulation since the amount has been deducted
by the customer on account of late delivery charges. AD bank has confirmed that amount is eligible for self-write off subject to fulfillment of conditions mentioned in
aforesaid regulation. Currently, Holding Company is in the process of completing the procedures required to fulfill those conditions. Based on the assessment by the
management, the impact of the said contravention is not expected to be material on the Restated Consolidated Financial Information,

 

(@) As at 3o June 2021, foreign currency payables with respect to Merchanting Trade Transaction amounting to INR 5.84 Mn and other import dues amounting to
INR 0.47 million, outstanding beyond the time period permitted under the Master Direction on Import of Goods and Services vide FED Master Direction No. 17/
2016-17 dated January 1, 2016 (as amended), issued by the Reserve Bank of India (RBI). The Holding Company has submitted application to AD bank seeking
approval for making payment in case of Merchanting Trade Transaction since all the related exports proceeds have been realised and seeking extension of tim:
case of other import dues since payments are outstanding on account of quality issues. Based on the assessment by the management, the impact of the said
contravention is not expected to be material on the Restated Consolidated Financial Information.

      

 

Note: 54 Relationship with Struck off Companies
‘The Group and its Joint Venture has no transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of the Companies Act,
1056.

301
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)
Note: 55 Reconciliation of quarterly bank returns

330 June 2021 Stock ‘Working Capital Lenders” 1,390.29] 1,113.86 (276.43)
30 June 2021 Debtors Working Capital Lenders 1,590.71] 1,763.69 172.98]
30 June 2021 Creditors Working Capital Lenders 750.76| 657.22| (03.54)
gi March 2021 Stock Working Capital Lenders 3,080.47] 7,022.18) (58.29)
‘31 March 2021 Debtors, Working Capital Lenders 1,795.50 7,840.85] 45.35]
31 March 2021 Creditors Working Capital Lenders r 670.99] 36.46]
gi December 2020 Stock Working Capital Lenders ¥ 716.86} 972)
31 December 2020 Debtors Working Capital Lenders 352. 2,182.66] 1269.95)
‘31 December 2020 Creditors Working Capital Lenders 3 387.96] 5.66]
[30 September 2020 Stock Working Capital Lenders 697.58] G.50|
'30 September 2020 Debtors Working Capital Lenders 2,331.80) 43.06]
'30 September 2020 Creditors Working Capital Lenders 3
730 June 2020 ‘Stock Working Capital Lenders 150. 25.22
"30 June 2020 Debtors Working Capital Lenders 2,048.27| 2,001.29)
"30 June 2020 Creditors Working Capital Lenders 262.45]
1 March 2020 Stock Working Capital Lenders 876.85]
‘gi March 2020 Debtors Working Capital Lenders 7,801.56]
1 March 2020 Creditors Working Capital Lenders 372.12] 362.60
i December 2019 Stock Working Capital Lenders” 802.45 762.20) (40.25)
‘31 December 2019 Debtors Working Capital Lenders 2,058.31 2,116.29 57.98]
‘gi December 2019 Creditors Working Capital Lenders 229.18] 245.9. 16.76
330 September 2019 Stock Working Capital Lenders 846.13] 789.80) 6.39]
'30 September 2019 Debtors Working Capital Lenders 2,220.57] 2,290.81 70.27]
30 September 2019 Creditors Working Capital Lenders 316.53] 200.35] 26.18)
30 June 2019 ‘Stock Working Capital Lenders 813.70] 767.01) 146.69)
30 June 2019) Debtors Working Capital Lenders 2,485.86] 2,264.83] (221.04)
30 June 2019) Creditors Working Capital Lenders 305.75] 370.16] (25.59)
31 March 2019 ‘Stock Working Capital Lenders 782.84] 714.33} (68.50)
31 March 2019 Debtors, Working Capital Lenders 2,250.08] 2,279.91 29.83]
31 March 2019 Creditors Working Capital Lenders 04.61 575 09.27)
gi December 2018 ‘Stock Working Capital Lenders 729.03] 3 270]
‘gi December 2018 Debtors Working Capital Lenders 2212.53 (22.27)
‘31 December 2018 Creditors Working Capital Lenders . 317.76 (8550)
30 September 2018 Stock Working Capital Lenders . 650.23]
'30 September 2018, Debtors Working Capital Lenders 243. 2,207.8. 93]
‘30 September 2018 Creditors Working Capital Lenders 343 226.5) 7.06)
30 June 2018 ‘Stock Working Capital Lenders z 615.60) G2.37)
30 June 2018, Debtors Working Capital Lenders 3 2168.18 (25.16)
‘30 June 2018 Creditors Working Capital Lenders 406.80] 353.85] (52.95)

 

* ICICI Bank Limited, Standard Chartered Bank, Axis Bank Limited, RBL Bank Limited, CITI Bank N.A, Yes Bank Limited and Syndicate Bank are represented as Working
Capital Lenders.

Note for diserepancies :
‘The Bank returns were prepared and filed before the completion of all financial statement closure activities including Ind AS related adjustments/ reclassifications, as
applicable, which led to these differences between the final books of accounts and the bank return which were based on provisional books of accounts.

302
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure V - Notes to the Restated Consolidated Financial Information

(All amounts in INR million, unless otherwise stated)
Note: 56 Ratios analysis and its element:

Ratios

Particulars Pete a Coe SE BUCO SeL Ce eS O MMU CoE TEs ac)
Br ASenre Netra! ve

(a) Current Ratio

[(b) Debt-Equity Ratio

(©) Debt Service Coverage Ratio
(a) Return on Equity Ratio

(e) Inventory turnover ratio

(®) Trade Receivables turnover ratio
(g) Trade payables turnover ratio
[(h) Net capital turnover ratio

[@ Net profit ratio

[@) Return on Capital employed
[(k) Return on investment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

# Change in ratio is not more than 25%
* The numbers for three months period ended 3o June 2021 are not comparable to that of the year ended 31 March 2021 and hence not explained.

Elements of Ratios
30 June 2021 31 March 2021 PrbirsECrT) 31 March 2019
ied Poe reed pee eco Bice Prd ree eee

6,722.34, 3,013.99) 6,227.15 2,769.42, 5,192.56 2,848.81 4,378.80, 2,965.51

1,842.38 6,311.52 1,878.02 6,137.22 2,439.34 4,624.89 2,126.90 4,011.05
(©) Debt Service Coverage Ratio 302.96 264.49 2,413.20 387.08 1,190.37 332.29 1,078.12 480.59
(d) Return on Equity Ratio 118.82 6,311.52 1,364.05 6,137.22 655.04 4,624.89 326.70 4,011.05
(@) Inventory turnover ratio 685.47, 2,078.66 3,237.90) 1,586.31 2,738.36 1,326.30 2,573-83 1,210.58
[() Trade Receivables turnover ratio 1711.85 1,697.76 7,936.43, 2,208.64 6,690.02 1,852.18 6,193.04, 2,103.24
(g) Trade payables turnover ratio 1,561.03 1,174.44 4,928.44 987.10 4,418.65, 652.06 4,165.44 806.83
[(h) Net capital turnover ratio 1,732.07 6.31152 8,055.22 6,137.22 6,848.47 4,624.89 6,337.57 4,011.05
(i) Net profit ratio 118.82 1,732.07 1,364.05 8,055.22 655.04 6,848.47 326.70 6,337.57
[G) Return on Capital employed 191.80, 8,153.00 1,084.62 8,015.24 788.73, 7,064.23 682.48 6,137.95
[() Return on investment 188.86 10,561.72 1,967.91 10,183.39 731.90 8,873.15 618.88 7,902.68

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

303
‘Tega Industries Limited
CIN: U25199WB1976PLCo30532

Annexure V - Notes to the Restated Consolidated Financial Information

Note: 56 Ratios analysis and its element:

ons for change more than

[current Assets

inator
[Current Liabilities

COE
[Change in ratio is not more than 25%

(Allamounts in INR million, unless otherwise stated)

[Change in ratio is not more than 25%

 

Borrowings

Total Equi

[Lower due to : Repayment of debt and generations of highes|
operating cash flows.

[Change in ratio is not more than 25%

 

[ey Debt Service Coverage Ratio

Restated Profit Before Tax + Finance costs >]
Depreciation and amortisation expenses

Finance Costs + Current maturities of Tong-temn|
debt

igher due to: Generations of Iigher operating cash flows]
resulting in higher Earnings before interest depreciation and|
axes

Higher due to: Generations of higher operating cash Hows)
resulting in higher Earnings before interest depreciation andj
axes

 

(a) Return on Equity Ratio

Restated total profit for the period] year

Total Equity

Higher due tor Higher Profits due fo increase in Revenue from|
operations,

Higher due to: Higher Profits due to inerease in Revenue from
Joperations. Also recognition of Deferred tax assets in FY 20 on|
laccumulated losses in one of the subsidiary has lead to higher
profits.

 

(e) Taventory tumover ratio

[Cost of materials consumed + Changes in inventories of
finished goods and work-in-progress

inventories

[Change in ratios not more than 25%

[Changen ratio is not more than 25%

 

[(@) Trade Receivables turnover ratio

[Revenue from operations - Duty drawback and other]
lexport incentives

Trade receivables and contract assets

[Change in ratio is not more than 25%

[Change in ratio is nat more than 25%

 

(@) Trade payables turnover ratio

Purchases + Other Expenses - (Bank charges |
Directors’ sitting fees + Allowance for expected credit]
Hoss + Warranty Expenses + Rates and taxes +|
Derivatives at FVIPL + Expenditure on corporate social
responsibility activities + Net loss on foreign currency|
fransaction and translations + Net loss on sale of
property, plant and equipment + Loss on disposal of a
subsidiary)

Trade Payables

Eawer due to: Higher purchase during the last quarter of the|
year ended March 31, 2021

Higher due to : Generations of higher operating cash Hows as a)
result of increase in revenue from operations used for liquidation}
lof trade payables.

 

(i) Net capital turnover ratio

[Revenue from operations

Total Equity

[Change in ratios not more than 25%

[Change in ratio is not more than 25%

 

(i) Net profit ratio

Restated total profit for the period] year

[Revenue from operations

her due to :Higher Profits due to increase in Revenue from|
operations,

[Higher due to: Higher Profits due to inerease in Revenue from
Joperations. Also recognition of Deferred tax assets in FY 20 on|
Jaccumulated losses in one of the subsidiary has lead to higher
profits.

 

Gp Return on Capital employed

Restated profit before share of restated net profit o
jioint venture accounted for using equity method and tax
}+ Finance costs

Total Equity + Borrowings

Higher due tor Repayment of debt and generations of higher|
loperating cash flows and also higher Profits due to inerease in|
Revenue from Operations

[Change n ratio is not more than 25%

 

(i) Return on investment

[Restated profit before tax + Finance costs * (1 ~ tax}
rate)

 

Fas applicable To Holding Company

Total assets

 

304

 

Higher due to ‘Higher Profits due fo increase in Revenue from|
operations,

 

[Change in ratio is nat more than 25%

 
‘Tega Industries Limited
CIN: U25199WB1976PLCo30532
Annexure V - Notes to the Restated Consolidated Financial Information
(All amounts in INR million, unless otherwise stated)

Note: 57

‘The Holding Company has granted loans and made investments in some of its foreign subsidiaries (intermediaries) with the understanding that the intermediaries shall directly or
indirectly lend/ invest the said funds in other entities identified by the Holding Company. The said transactions are getting eliminated at the time of preparation of the Consolidated
inancial Statements as at each reporting periods, hence the details ofthe said transactions are not reported in the Restated Consolidated Financial Informations,

 

   

Note: 58
(a) Subsequent to the three months period ended 30 June 2021, the Holding Company has filed Draft Red Herring Prospectus ("DRHP") with the Securities and Exchange Board of
India (‘SEBI"), National Stock Exchange of India Limited and BSE Limited in connection with proposed Initial Public Offering ("IPO") ofits equity shares.

(b) Subsequent to 3 June 2021, the Board of Directors vide resolution dated 10 November 2021 has approved the conversion of the aforesaid CCPP into equity shares as per the terms of
conversion, subject to shareholders approval

Signature to Note 1 to 58 above.

For Price Waterhouse & Co Bangalore LLP For and on behalf of Board of Directors
Firm Registration Number: 0075678/S-200012
Chartered Accountants
Madan Mohan Mohanka ‘Mehul Mohanka
Chairman ‘Managing Director
Avijit Mukerji DIN: 00049388 DIN: 00052134
Partner

Membership Number: 056155

Sudipta Bhowal ‘Manoj Kumar Agarwal
Company Secretary Chief Financial Officer

Place : Kolkata Place : Kolkata

Date : 10 November 2021 Date : 10 November 2021

305
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure VI - Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements as at and for the three months period ended June go, 2021 and Audited
Consolidated Financial Statements as at and for the years ended Mareh 31, 2021, March 31, 2020 and March 31, 2019

(All amounts in INR million, unless otherwise stated)

‘Summarized below are the restatement adjustments made to the Audited Special Purpose Interim Consolidated Finaneial Statements for the three months period ended June 30, 2021 and
Audited Consolidated Financial Statements for the years ended March 31, 2021, March 31, 2020 and March 31, 2019 and their impact on equity and the profit of the Group and its joint venture:

    
 
 
 
 
  
  
 

Note No, ee) Ses Sr rad

Statements and Audited Consolidated Financial Statements 6ag7.22 4,020.51

 

Restatement adjustments:
[change in Accounting Policies
a. Ind AS 16- Leases

|p. Deferred tax impact on adjustments in (a), as applicable

Jc. Exchange differences on translation of foreign operations on (a) and (b) above

 

 

[otal impact of restatement adjustments

 

[Total equity as per Restated Consolidated Financial Information

  

 

Reconciliation between audited total comprehensive income and restated total comprehensive incom

errr
Particulars Raa errr)
meee

etc : eter
et eee eT ete etrny

JA. Total profit as per Audited Special Purpose Interim Consolidated Financial]
Statements and Audited Consolidated Financial Statements

Restatement adjustments:
impact of Ind AS 116

Cinerease}/ decrease in expenses

Depreciation of Right-of-Use Assets”

interest expense on lease liabilities ®

ther expenses #

[Change in share of restated profit of joint venture accounted for using the equity method
Deferred tax impact on Ind AS 116 adjustments

[Total impact of restatement adjustments (a)

Restated total profit as per Restated Consolidated Statement of Profit and Loss 1,364.05,

 

ls. Other comprehensive income as per Audited Special Purpose Interim|
[Consolidated Financial Statements and Audited Consolidated Financial Statements

 

Restatement adjustments:
Exchange differences on translation of foreign operations
[Total impact of restatement adjustments (b)

Restated other comprehensive income as per Restated Consolidated Statement
Profit and Loss

 

Ic. Total comprehensive income as per Audited Special Purpose Interim|
Consolidated Financial Statements and Audited Consolidated Financial Statements

| otal restatement adjustments (a+b)

Hestated total comprehensive income as per Restated Consolidated Statement
Profit and Loss

The Company had leasehold land and plant and equipment which were nccounted as Tnance ease under Ind AS iy, Leases INIO 62 Mu Felatcs to depreciation on TeuschoWd land and plant and equipment which does
not have an impact on the restated profit forthe year ended 31 March 2019 due to transition to Ind AS 116 and therefore, does not form part of above reconciliation.

# INR 0.12 Mn relates to Interest and finance charges on lease liabilities relating to the leasehold plant & equipment, referred above, which does not have an impact on the restated profit forthe year ended 31 March 2019
‘due to transition to Ind AS 116 and therefore, does not form part of above reconeiliation,

‘#2 On account of reversal of rental expenses for which right-of use assets have been recognised

 

 

 

 

 

 

 

 

Notes to adjustments:
1) The lease standard ie., Ind AS 116 has been notified to be effective for Audited Consolidated Financial Statements w.e.£1 April 2019 which prescribes the accounting of the lease contracts entered in the capacity of a
lessee and a lessor. The group has applied Ind AS 16 as of 1 April 2019 for preparing the Audited Consolidated Financial Statements for the period beginning from 1 April 2019. For the purpose of preparing Restated
(Consolidated Financial Information, Ind AS 1x6 as been applied retrospectively we. 1 April 2038,

Effective 1 April 2038, the group has recognised lease lability measured at an amount equal to present value of remaining lease payments and corresponding Right-of-use assets is measured at an amount equivalent to
lease liability adjusted by the amount of any prepaid or acerued lease payments relating to that lease recognised in the balance sheet immediately before 1 April 2018

are no audit

 

U) Ault qualifications - Audit qualifications in auditor's report forthe three months period ended 30 June 2021 does not require adjustments in Restated Consolidated Financial Information, Further, the
‘qualifications in auditor's report for the financial years ended 31 March 2021, 31 March 2020 and 31 March 2019,

11D Material regrouping/ reclassification - Appropriate regrouping/ reclassification have been made inthe Restated Consolidated Statement of Assets and Liabilities, Restated Consolidated Statement of Profit and Loss
aand Restated Consolidated Statement of Cash Flows, wherever required, by reclassification of the corresponding items of income, expenses, assets, liabilities and eash flows, in order to bring them in line with the
accounting policies and clasification as per the Audited Special Purpose Interim Consolidated Financial Statements forthe three months period ended 30 June 2021 prepared in accordance with Schedule II (Division 1)
‘of the Act, requirements of Ind AS 1 - Presentation of financial statements’ and other applicable Ind AS principles and the requirements of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended,

1V) Material errors ‘There were no material errors in Audited Special Purpose Interim Consolidated Financial Statements for the three months period ended go June 2024 and Audited Consolidated Pinancial Statements
for the financial years ended 31 March 2021, 31 March 2020 and 31 March 2019 requiring any adjustments in Restated Consolidated Financial Information

306
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure VI - Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements as at and for the three months period ended June go, 2021 and Audited
Consolidated Financial Statements as at and for the years ended Mareh 31, 2021, March 31, 2020 and March 31, 2019

(All amounts in INR million, unless otherwise stated)

Part B: Reconciliation of Retained Earnings and Foreign Currency Translation Reserve as per Audited Consolidated Financial Statements with Retained Earnings and Foreign Currency
‘Translation Reserve as per Restated Consolidated Financial Information as at 31 March 2019

 

‘The Group has followed the same accounting policy choices (transition options as per Ind AS 116) as at 1 April 2018 as adopted on 1 April 2019 for transition to Ind AS 116, while preparing the Restated Consolidated
Finaneial Information. As specified in the Guidance Note, the Retained Earnings and Foreign Currency Translation Reserve balance computed under Restated Consolidated Financial Information as at 31 Mareh 2019 and
Retained Earnings and Foreign Currency Translation Reserve balance computed on transition (using modified retrospective approach) to Ind AS 116 as at 1 April 2019, differs due to restatement adjustments made forthe
sear ended 31 March 2019. Accordingly, the closing Retained Earnings and Foreign Currency Translation Reserve balance a8 at 31 March 2019 of the Restated Consolidated Financial Information has not been carried
forward to Restated Consolidated Statement of Asset and Liabilities as at 1 April 2019, The reconciliation of the same is as follows

 

 

 

 

 

 

 

Other Equi
|A. Retained earnings

Balance as at 31 March 2019 as per Restated Consolidated Financial Information 2,180.69
|Add: Adjustment on account of transition to Ind AS 116 9.66
Balance as at 1 April 2019 as per Audited Consolidated Financial Statements and Restated Consolidated Financial aiae
information for the year ended 31 March 2020 "

1s. Foreign Currency Translation Reserve

Balance as at 31 March 2019 as per Restated Consolidated Financial Information 73.19)
|Add: Adjustment on account of transition to Ind AS 116 (020)|
Balance as at 1 April 2019 as per Audited Consolidated Financial Statements and Restated Consolidated Financial a8)

{information for the year ended 31 March 2020

 

 

 

Part C: Non adjusting items

a) Emphasis of matter not requiring adjustments to Restated Consolidated Financial Information as given in the Independent Auditor’s Examination Report dated 10 November 2021 on
Restated Consolidated Financial Information:

 

We draw your attention tothe following:

 

i) Note 49 to the Restated Consolidated Financial Information regarding the accounting treatment of certain equity shares and compulsorily convertible participatory preference shares ("CPP") presented as equity
share capital and preference share capital respectively and the premium thereon presented under securities premium account in the Restated Consolidated Financial Information, in accordance with the requirements of
the Companies Act, 2013. Such presentation and measurement is not in accordance with Ind AS 32 ‘Financial Instruments: Presentation’ and Ind AS 109 ‘Financial Instruments’ which requires the presentation of these
‘equity shares, CPP and the securities premium as a financial liability in its entirety, given the obligation on the Holding Company to buy-back these equity shares and CCPP from the holders and subsequent changes in
measurement of financial lability tobe recognised in the Restated Consolidated Statement of Profit and Loss. Further, the relevant disclosures required under Ind AS 107 "Financial Instruments: Disclosures’ and under
Ind AS 1 Presentation of financial statements! for these equity shares and CCPP have not been made in the Restated Consolidated Financial Information in view ofthe reasons set out in the aforesaid Note. Our opinion is
‘ot modified in respect ofthis matter

 

   

 

 

 

Note 49 referred above corresponds to Note 47 inthe Special Purpose Interim Consolidated Financial Statements for the three months period ended June 30, 2021 and Note 49 in the Consolidated Financial Statements
for the year ended March 31, 2021 and the above emphasis of matter paragraph has also been included in the auditor's report dated November 10, 2021 and auditor’s report dated August 3, 2021 issued by us on the said
Special Purpose Interim Consolidated Financial Statements ofthe company forthe three months period ended June 30, 2021 and Consolidated Financial Statements of the company for the year ended March 3, 2021
respectively.”

1b) Qualification not requiring adjustments to Restated Consolidated Financial Information as given in the Independent Auditor's Report dated 10 November 2021 on Special Purpose Interim
Consolidated Financial Statement for the three months period ended 30 June 2021:

Basis for Qualified Opi
"We draw attention to Note 2.1 (i to the Special Purpose Interim Consolidated Financial Statements in respect of non-disclosure of the comparative financial information, as the same is not considered relevant for the
purpose for which these Special Purpose Interim Consolidated Financial Statements are prepared. This isnot in compliance with the requirements of Ind AS 34, “Interim Financial Reporting”. The impact of this non
‘compliance on the Special Purpose Interim Consolidated Financial Statements is presently not ascertainable,

 

Qualified Opinion
Based on our audit we report that, in our opinion and to the best of our information and according to the explanations given to us, except for the indeterminate effects of the matter deseribed in the Basis for Qualified
Opinion paragraph above, the Special Purpose Interim Consolidated Financial Statements, together with the notes thereon and attached thereto fairly present, in all material respects, in conformity with the acco
principles generally aecepted in India:
(in the ease of the Consolidated Balance Sheet, the state of affairs of the Group and its joint venture as at June 30, 202

inthe ease ofthe Consolidated Statement of Profit and Loss, the total eomprehensive ineome (comprising of profit and other comprehensive income) fr the three months ended on that date
in the case of the Consolidated Statement of Changes in Equity, ofthe changes in equity forthe three months ended on that date; and
(iv) in the case of the Consolidated Statement of Cash Flows, ofthe eash flows for the three months ended on that date.”

 

 

‘The above qualification doesn’t require adjustments in the Restated Consolidated Financial Information as per the option available to the Issuer under para 11 (J) (A) (of the SEBI ICDR Regulations.

 

¢) Emphasis of matters not requiring adjustments to the Restated Consolidated Financial Information are reproduced below in respect of the Special Purpose Interim Consolidated Financial
Statement for the three months period ended 3o June 20a1 and the Audited Consolidated Financial Statements for the years ended 31 March 2020 and 31 March 2019:

 

4. Emphasis of Matters for the three months period ended 3o June 2021

8) The following emphasis of matter paragraph has been included in the auditor’s report dated November 10, 2021 on the Special Purpose Interim Consolidated Financial Statements for the three months period ended 30
‘Tune 2024

“We draw your attention to Note 51 (d) to the Special Purpose Interim Consolidated Financial Statements regarding non-settlement of foreign currency payables as at June go, 2021 amounting to INR 5.84 million and
INR 0.47 million outstanding beyond the time period permitted under the Master Direction on Import of Goods and Services vide FED Master Direction No. 17/ 2016-17 dated January 1, 2016 (as amended), issued by the
Reserve Bank of India (RBD, with respect to Merchanting Trade Transaction (MTT) and other import dues respectively. The holding company has submitted application to AD bank secking RBI approval for extension of
time for making payment for aforesaid foreign currency payables other than amount outstanding with respect to MTT, for which approval for making payment has been sought. Our opinion is not modified in respect of
this matter.”

307
‘Tega Industries Limited
CIN: U25199WB1976PLC030532

Annexure VI - Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements as at and for the three months period ended June go, 2021 and Audited
Consolidated Financial Statements as at and for the years ended Mareh 31, 2021, March 31, 2020 and March 31, 2019

(All amounts in INR million, unless otherwise stated)
2, Emphasis of Matters for the year ended 31 March 2020
8) The following emphasis of matter paragraph has been included in the auditor's report dated September 18, 2020 on the Consolidated Financial Statements forthe year ended March 31, 2020:

"We drave your attention toe

 

;phasis of matter paragraph included in the Audit Report on the Consolidated Financial Statements of Tega Industries Chile Spa, a stepdown subsidiary of the Holding Company issued by an
independent firm of Chartered Accountants vide its report dated August 26, 2020,

 

As of March g1, 2020, the Parent Company presents a deferred tax asset for THS 2,273,885 arising from accumulated tax losses. Its recoverability will depend on compliance with the respective business plan prepared
bby Management and approved by the Board of Directors ofthe Company, whieh is described in Note:

 

As deseribed in Note 26 to the accompanying consolidated financial statements, the Company has recorded negative working capital for TH 1,840,539 (THS 4,567,385 in 2019), Our opinion is not modified with respect
this matte

 

Note 21 and 26 above has been reproduced by the Management vide Note 47 in the notes to the consolidated financial statements. The Parent Company mentioned above is’Tega Industries Chile SpA. Our opinion is not
modified in respect of this matter."

3: Emphasis of Matters for the year ended 31 March 2019
8) The following emphasis of matter paragraph has been included in the auditor’ report dated August 13, 2019 on the Consolidated Financial Statements forthe year ended March 31, 2019:

"We draw your attention to the emphasis of matter paragraph included in the Audit Report on the Consolidated Financial Statements of Tega Industries Chile, SPA, a subsidiary of the Holding Company issued by an
independent firm of Chartered Accountants vide its report dated June 26, 2019

"The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, As deseribed in Note No. 18 to the accompanying consolidated financial statements, the
‘Company has recorded negative working capital for M$ 4,567.385 (MS 5,820,639 in 2018), and presents equity deficit in both periods, which introduces a significant doubt about the ability ofthe Company to continue as
a going concern. Management's plan on this matter is also described in Note No. 18. The accompanying Consolidated Financial Statements include no adjustment that might lead to the resolution of the uncertainty
expressed above.

Note 18 referred to above have been reproduced by the Management vide Note 50 in the notes tothe Consolidated Financial Statements. Our opinion is not modified in respect ofthis matter.”

4) Auditor's Comments in Annexure to Auditors’ Report:

In addition to the audit opinion on the consolidated financial statements, the auditors are required to comment upon the matters included in the Companies (Auditor's Report) Order, 2016 ("the CARO 2016 Order")
issued by the Central Government of India under sub-seetion (11) of Section 143 of Companies Act, 2013 on the standalone financial statements as at and for the financial years ended g1 March 2021, 31 March 2020 and 31
March 2019 respectively. Certain statements/ comments included in the CARO in the standalone financial statements, which do not require any adjustments in the Restated Consolidated Financial Information are
reproduced below in respect of the financial statements presented. The information presented below is forthe Holding Company and its joint venture whose audited financial statements are forming part of consolidated
financial statements foreach ofthe respective years.

 

i) Tega Industries Limited (Holding Company)

Financial Year 2020-24

 

Clause vii(a) of CARO 2016 Order
According to the information and explanations given to us and the records ofthe Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund,
employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess, goods and service tax and other material statutory dues, as applicable, with the appropriate authorities.
Also refer note 42C to the Standalone Financial Statements regarding management's assessment on certain matters relating to provident fund.

Clause vii(b) of CARO 2016 Order
According tothe information and explanations given to us and the records ofthe Company examined by us, the
dispute. The particulars of dues of income tax, sales tax, service tax, duty of excise a

 

are no dues of goods and service tax as at March 31, 2021 which have not been deposited on account of any
value added tax as at March 31, 2021 which have not been deposited on account ofa dispute, are as follows:

 

 
    

       

 

 

 

 

 

 

 

 

‘Central Excise Excise Duty "2006-07, 2007-08,
Act, 1994 ‘2008-09, 2009-10,
Finance Act, 1994 Senice Tax oe EDICTS CESTAT
034 2007-08 ane
Tacome Tax Ach, Trcome Tar ‘oy | __AYa008-09 “avessing Officer
1961 733.66 | AY 2003-04, Commissioner of
‘AY 2016-17 Income Tax.
AY 2018-19 (Appeals)
759 AY 201g75 Tncome Tar
AY 2015-16, Appellate Tribunal
Central Sales Tae Declaration DoE 1995-96 “Appellate and
Act, 1956 form due, Revisional Board
Disallowances To DoIeay Sr. Joint

Commissioner of
Commercial Taxes
(Appeals)

Ome Dore Deputy
Commissioner of

 

Commercial Tas.

 

 

 

a5 | 2009-04, 2009-05, Tigh Courtat

2006-07 Kolkata

‘West Bengal Value VAT abil TOR | — 201g-14, 201718 Deputy
‘Added Tax Act, Disallowances Commissioner of
2003 Commercial Tax

374 Dorey Se. Joint

Commissioner of
Commercial Taxes

 

 

Appeals)
OAT] a008 Og, BOOTS Tigh Court at
Kolkata
Tistoms Ach TOE Custom Daly 08 |20117, 201718, 201] Commissioner oF
19 Customs (Appeals)

(Subsequently filed on
July 20, 2021)

 

 

 

 

 

 

 

308
‘Tega Industries Limited
CIN: U25199WB1976PLC030532

Annexure VI - Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements as at and for the three months period ended June go, 2021 and Audited
Consolidated Financial Statements as at and for the years ended Mareh 31, 2021, March 31, 2020 and March 31, 2019

 

{All amounts in INR million, unless otherwise stated)

 

Clause i(c) of CARO 2016 Order

 

Title deed pending to be transferred in the name
lofthe Company

Preehold Land 440 440

 

lritle deed pending to be transferred in the name

Frechold Buildings 3.38 3400 lorthe Company

 

 

 

 

 

 

Clause vii(a) of CARO 2016 Order
According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing undisputed statutory dues, including provident fund,
‘employee's state insurance, income tax, sales ta, service tax, uty of customs, duty of exeise, value added tax, cess, goods and service tax and other material statutory dues, as applicable, with the appropriate authorities.
Also refer note 41(e to the standalone financial statements regarding management's assessment on certain matters relating to provident fund,

Clause vii(b) of CARO 2016 Order

 

According tothe information and explanations given to us and the records of the Company examined by us, there are no dues of goods and service tax as at March 31, 2020 whieh have not been deposited on account of
any dispute. The particulars of dues of income tax, sles tax, servie tax, duty of excise and value added tax as at March 33, 2020 which have not been deposited on account of adispate, are as follows:

 

 
        

   

‘Central Excise Excise Duty "2006-07, 2007-08,

 

 

 

 

 

 

 

 

 

Act, 1994 ‘2008-09, 2009-10,
Finance Act, 1904) Service Tax 058 201-14 CESTAT
Commissioner
034 2007-08 (Appeals)
Trcome Tax Act, Trcome Ta om |___Ava008-09 ‘Assessing Officer
1961 ‘582 | AV 2003-04, ‘Commissioner of
AY 2016-17 Income Tax
(Appeals)
+85 AYO, Tncome Tar
AY 2015-16 Appellate Tribunal
‘Central Sales Tax Deelaration 473 | 1995-96, 2015-16 “Appellate and
Act, 1956 form due, Revisional Board
Disallowances go | BOG, 201617 Sr. Joint

Commissioner of
Commercial Taxes
Appeals)

On5 ow Deputy
‘Commissioner of

 

Commercial Tas

 

 

 

Gag | 2005-04, 2007-05, Tigh Courtat
2006-07 Kolkata
‘West Bengal Value VAT abil, one 2016-17 Appellate and
Added Tax Act, Disallowanees Revisional Board
+2003, Tae | — orga, Soe Deputy

‘Commissioner of

Commercial Tax
a7 | Bog, 201 Sr. Joint

Commissioner of

Commercial Taxes
(Appeals)

‘075 | 200-04, 2007-05 Tigh Courtat

Kolkata

 

 

 

 

 

 

 

 

 

 

Clause i(e) of CARO 2016 Order

‘The title deeds of immovable properties, as disclosed in Note (a) on fixed assets to the Standalone Financial Statements, are held in the name of the Company except for eases below:

ery

 

[Title deed pending tobe transferred inthe name|

Freehold Land 440 440 ‘of the Company

 

[rite deed pending tobe transferred inthe name|

Prechold Buildings 3.38 3.05 of the Company

 

 

 

 

 

 

Clause vii(a) of CARO 2016 Order
According to the information and explanations given to us and the records ofthe Company examined by us, in our opinion, the Company is generally regular in depositing undisputed statutory dues in respect of income
tax, provident fund and employees’ state insurance, though there has been a slight delay ina few cases, and is regular in depositing undisputed statutory dues, including, sales tax, service tax, duty of eustoms, duty of
‘excise, value added tax, cess, goods and service tax and other material statutory dues, as applicable, with the appropriate authorities. Also refer note 44) tothe Standalone Financial Statements regarding management's
assessment on certain matters relating to provident fund.

309
‘Tega Industries Limited
CIN: U25199WB1976PLC030532

Annexure VI - Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements as at and for the three months period ended June go, 2021 and Audited
Consolidated Financial Statements as at and for the years ended Mareh 31, 2021, March 31, 2020 and March 31, 2019

 

(All amounts in INR millon, unless otherwise stated)

Clause vii(b) of CARO 2016 Order
According tothe information and explanations given to us and the records ofthe Company examined by us, there are no dues of goods and service tax as at March 31, 2019 which have not been deposited on aecount of any
dispute. The particulars of dues of income tax, sales tax, service tax, duty of excise and value added tax as at March 33, 2019 which have not been deposited on account ofa dispute, are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amount eer
bite a ST merce
Cont Exec Excise Day 780 | 2000-07, 2007-08, CESTAT
‘At 1994 2008-09, 2009-10,
2012-13, 2013-14,
20u415, 201516
220 | —zo123, 2019-14, | — Commissioner
201415, 20156, Appeals)
2036017
Finns a, 199 Seni Tae 3009-19, 200g CESTAT
Commissioner
0.44 | 2007-08, 2012-13 (Appeals)
Taco TAG, Team TAT 787 | _AYa008-o9 “essing OFT
1961 370 | AV I099-94, Commissioner of
AY 2008-04 Tacome Tax
(Appeal)
Barr] AY a007-05 Tacome Tar
AY 2009-10, Appelate
AY 2010, “Tbunal
AY201"2,
Av2oiag,
AY 2019-14,
AY 2014-15
Cantal Sales Tae Dectration 475 | 1995-96, 2015-16 | Appellate and
‘Act 1956 form due, Revisional Board
Disallowances| we ony Se Joint
Commissioner of
Commercial
‘Taxes (Appeal)
Zor TIT Deity
Commissioner of
Commercial Tax
Boe | Boa DE BOOTS | — High Court at
2006-07 Kolkata
Wat Bengal Vale VAT TB om 2016517 Apelate an
‘Added Tax At, Disallowances Revisional Board
"2003 T9E | — oa BET Deputy
Commissioner of
Commercial Tax
O75] Bos aE BOOTS | — High Court at
Kolkata

 

 

 

 

 

 

 

310
‘Tega Industries Limited
CIN: U25199WB1976PLC030532

Annexure VI - Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements as at and for the three months period ended June go, 2021 and Audited
Consolidated Financial Statements as at and for the years ended Mareh 31, 2021, March 31, 2020 and March 31, 2019

 

{All amounts in INR million, unless otherwise stated)
ii) Hosch Equipment (India) Limited (Joint Venture)

Financial Year 2020-24

 

Clause vii(a) of CARO 2016 Order
According to the information and explanations given to us and the records of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund,
‘employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess, goods and service tax and other material statutory dues, as applicable, with the appropriate authorities.
Also refer note g5(b) tothe financial statements regarding management's assessment on certain matters relating to provident fund.

Clause vii(b) of CARO 2016 Order
According to the information and explanations given to us and the records of the Company examined by us, there are no dues of service-tax, duty of eustoms and goods and service tax which have not been deposited on
account of any dispute. The particulars of dues of income tax, sales tax, duty of excise and value added tax as at March 31, 2021 which have not been deposited on account ofa dispute, are as follows:

 

 

 

 

 

 

 

 

 

Amount Pe ene
eh Areas eee Ce en ree an eet ese eo
Central Excise Act, 1904 Excise Duty [31,262.59] 2007-08 to 2011-12 ‘CESTAT,

Central Sales Tax Aet, 1956 Deslaration form due, “313-74 2002-03, Appellate and
disallowances revisional Board

728.6] 200%-05 ‘Appellate and
revisional Board

‘West Bengal Value Added Tax Act, | VAT Liability, Disallowances 054] 2005-04 “Appellate and

2003 revisional Board
Bay 200H05 ‘Appellate and
revisional Board
705 2009510 [Joint Commissioner of
Commercial Taxes
Tacome Tax Aet, 1961 Tacome Tax 700354] A a01¢15 | Tneome Tax Appellate
‘Tribunal
Taa80) __AY20i859 Commissioner of
Income Tax (Appeals)

 

 

 

 

 

 

 

 

Clause vii(a) of CARO 2016 Order
According to the information and explanations given to us and the recards of the Company examined by us, in our opinion, the Company is regular in depositing the undisputed statutory dues, including provident fund,
employees’ state insurance, income tax, sales tax, service tax, duty of customs, duty of excise, value added tax, cess, goods and service tax and other material statutory dues, as applicable, with the appropriate authorities.
Also refer note 36(b) tothe financial statements regarding management's assessment on certain matters relating to provident fund.

 

Clause vii(b) of CARO 2016 Order
According to the information and explanations given to us and the records of the Company examined by us, there are no dues of service-tax, duty of eustoms and goods and service tax which have not been deposited on
acount of any dispute. The particulars of dues of income tax, sales tax, duty of excise and value added tax as at Mareh 31, 2020 which have not been deposited on account ofa dispute, are as follows:

 

 

 

of Stat
Central Excise Act, 1944 Excise Duly [31,262.59] 2007-08 to 201112 CESTAT.
Gentral State Tax Act, 1956 Declaration form due, ‘313-74 2002-03, Appellate and
Disallowances revisional Board
375.3] Bo0H05 ‘Appellate and

revisional Board
980.96) 2015-16, 2016-17, 2017-| Joint Commissioner oF

 

 

 

 

18 Commercial Taxes
‘West Bengal Value Added Tax Act VAT ability, 054] 2003-04 ‘Appellate and
2003 Disallowances revisional Board
aay Bo0Fo5 ‘Appellate and
revisional Board

795 2009510 [Joint Commissioner of

‘Commercial Taxes
Commissioner of
Income Tax (Appeals)

 

Tacome Tax Act, 1961 Tacome Tax Tao

 

 

 

 

 

 

 

 

311
‘Tega Industries Limited
CIN: U25199WB1976PLC030532
Annexure VI - Statement of Adjustments to the Audited Special Purpose Interim Consolidated Financial Statements as at and for the three months period ended June go, 2021 and Audited
Consolidated Financial Statements as at and for the years ended Mareh 31, 2021, March 31, 2020 and March 31, 2019

(All amounts in INR million, unless otherwise stated)

 

Clause vii(a) of CARO 2016 Order
According to information and explanation given to us and as per the records of the Company examined by us, the Company is generally regular in depositing with appropriate authorities undisputed statutory dues
including provident fund, employees’ state insurance, income-tax, sales tax, service tax, duty of custom, duty of excise, value added tax, goods & service tax, cess and other statutory dues applicable to it. No undisputed
amount of statutory dues were outstanding, as at gast March 2019 fora period of more than six months from the date they became payable

Clause vii(b) of CARO 2016 Order
According to information and explanations given to us and the records of the Company examined by us, there are no dues of income tax, sales tax, service tax, custom duty, excise duty value added tax and goods & service
tax as on gist March,2019 which have not been deposited on account of any dispute other than the following,

 

rea ey er eee)

Tax Assessed including Tax Admitted Pre

Perrone os coy

"2009-10 1047 NIL 1047] Case lying with Dy
‘commissioner of

‘Commercial Taxes,
Alipore charge.

Period Peg

 

 

Tore Ta] 97,900] Revision Aled before
‘The West Bengal
Commissioner Tax
Appeal & Revision
Board.

 

 

Under CST Act, 1956
200805 362485 258744 Baa] Revision fied before
‘The Honourable
President West Bengal
‘Commercial Taxes
Appellate& Revision
Board.

 

 

 

 

 

 

 

 

 

 

200405; 27328 Bas aa Revision fied before
‘The Honourable
President West Bengal
‘Commercial Taxes
Appellate Revision
Board.
2010 2.452.869 Boras 651,403] SOD applied and paid
Ton 960,809] Tap aa] Zin; 6ay| SOD applied and pad
Bog Baa a5 oars] 1,701,064) SOD applied and paid.
Boga 317 668] 48.304] 7,689,364) SOD applied and pad,
Under Central Excise Act 1944
Nnti-Evasion case 92762594 7,500,000) ‘BaRb2,504] Demand confirmed by
Including penalty Commissioner of

Central Excise, Kol-
11, Appeal to Tribunal
under process. Rs.
15.001 deposited as
per order of Tribunal

 

Tait Evasion case aay Fou] GOS] Appeal Filed before
Commissioner
(Appeals).

 

Under Income Tax Act, 1960

AY DOS 20,15726] Ni] Zo 7a Appeal led before The
Commissioner of

Income Tax-Appeal

 

 

 

 

 

 

 

 

+ Ramouat Ta absolute igure

For Price Waterhouse & Co Bangalore LLP For and on behalf of Board of Directors
Firm Registration Number: 0075678/S-200012
Chartered Accountants

 

Avijit Mukerji Madan Mohan Mohanka ‘Mehul Mohanka
Partner Chairman ‘Managing Director
‘Membership Number: 056155 DIN: 00099388 DIN: 00052134

Sudipta Bhowal ‘Mano Kumar Agarwal
Company Secretary Chief Financial Officer

Place : Kolkata Place : Kolkata

Date : 10 November 2021 Date: 10 November 2021

312
OTHER FINANCIAL INFORMATION

The audited standalone financial statements of our Company and our Material Subsidiaries as at and for the year
ended March 31, 2021, March 31, 2020, and March 31, 2019 and the reports thereon dated, as mentioned below,
(the “Audited Financial Statements”) are available at www.tegaindustries.com/investorrelations/.

 

 

Entity ‘Asatand for March31, | Asat and for March31, _As at and for March 31,

2021 2020 2019
Company August 3, 2021 September 18, 2020 August 13, 2019
Tega Africa May 13, 2021 July 14, 2020 August 12, 2019
Tega Chile May 20, 2021 July 26, 2019
Tega Holdings Pte Ltd July 21, 2021 September 18, 2020 August 13, 2019
Losugen May 19, 2021 July 9, 2020 August 8, 2019

 

Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI
ICDR Regulations. The Audited Financial Statements do not constitute, (i) a part of this Prospectus; or (ii) a
prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an advertisement,
an offer or a solicitation of any offer or an offer document to purchase or sell any securities under the Companies
Act 2013, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere in the world. The Audited
Financial Statements should not be considered as part of information that any investor should consider to subscribe
for or purchase any securities of our Company, or any entity in which it or its shareholders have significant
influence and should not be relied upon or used as a basis for any investment decision. Due caution is advised
when accessing and placing reliance on any historic or other information available in the public domain. None of
the BRLMs or the Selling Shareholders, nor any of their respective employees, directors, affiliates, agents or
representatives accept any liability whatsoever for any loss, direct or indirect, arising from any reliance being
made for any investment decision, on any information presented or contained in the Audited Financial Statements,
or the opinions expressed therein.

Set forth below are the details of accounting ratios as at June 30, 2021, March, 31, 2021, March 31, 2020 and
March 31, 2019 calculated on the of basis Restated Consolidated Financial Information:

(in million, except otherwise stated)

 

Particulars June 30, 2021 March 31, 2021 March 31, 2020 March 31, 2019
Restated earnings per Equity
Share”
Basic 2.10 24.10 11,57 5.76
Diluted 1.78 20.48 9.84 4.90
Return on Net Worth %* 1.88 22.23 14.16 8.14
Net asset value per share’ 108.06 105.04 78.78 68.13
- Weighted average number 56,601,259 56,601,259 56,601,259 56,601,259
of equity shares for Basic
- Weighted average number 66,596,337 66,594,043 66,562,303 66,570,780
of equity shares for
Dilutive
Earnings before finance cost, 296.79 2,386.42 1,172.28 1,060.03
depreciation, amortisation, tax
and exceptional items
(EBITDA)
Restated total profit for the 118.82 1,364.05 655.04 326.70
period/ year*
Equity share capital* 576.01 576.01 576.01 576.01
Preference share capital” 86.92 86.92 86.92 86.92
Other equity* 5,648.59 5,474.29 3,961.96 3,348.12
Non-controlling interest*”” 0.00 0.00 0.00 0.00
Net worth 6,311.52 6,137.22 4,624.89 4,011.05

 

“Net Asset Value per equity share represents net worth attributable to Equity Shareholder (Equity Share capital together with other equity as
per Restated Consolidated Financial Information) as at the end of the period/ fiscal year divided by the number of Equity Shares outstanding
at the end of the year

* Return on Net Worth (26) = Restated profit for the year/ period attributable to equity shareholders of the Company divided by net worth.

“Amount is below the rounding off norms adopted by the Group

““ EBITDA means the restated profit before share of restated net profit of joint venture accounted for using equity method and tax, finance
costs, depreciation and amortisation expenses

# Based on Restated Consolidated Financial Information

313
FINANCIAL INDEBTEDNESS

Pursuant to our Articles of Association, subject to applicable laws and pursuant to the Board resolution dated
August 22, 2014 and the special resolution passed by our Shareholders on September 29, 2014, our Board has
been authorised to borrow sums of money for or on behalf of the Company, from time to time, from any persons,
firms, bodies corporate, bankers, financial institutions or from other ways of advances, deposits, loans or otherwise
and whether unsecured or secured by mortgage, charge, hypothecation or lien or pledge on the Company’s assets,
whether moveable or immovable, so borrowed together with moneys, if any, already borrowed by the Company
(apart from temporary loans obtained from the Company’s bankers in the ordinary course of business) will or may
exceed the aggregate of the paid capital of the Company and its free reserves which have not been set apart for
any specific purposes, provided that the total amount up to which the moneys can be borrowed whether in foreign
currency and/or Indian National Rupees, in whatever manner, for a sum not exceeding % 5,000 million, together
with interest, compound interest, accumulated interest, liquidated damages, commitment charges, and such other
costs, charges, expenses, and other monies payable by the Company in terms of loans and any other documents
entered into between the Company and the lenders, agents, financial/investment institutions, banks, trustees, in
respect to of the said loans/borrowings/debentures and containing such terms and conditions and covenants in
respect of enforcement of security as may be stipulated in that behalf and agreed to between the Board and the
lenders, agents, financial/investment institutions, banks and trustees.

The details of aggregate indebtedness of our Company and our Subsidiaries as on September 30, 2021 is set forth
below:

 

(in million, unless otherwise specified)

 

Category of borrowing Sanctioned amount Outstanding amount as on September 30
2021"
Secured
Term loans 1,242.46 945.87
Working capital facilities
- Fund based‘) 2,118.13 793.54
- __Non-fund based) 817.86 1,084.96
Unsecured
Term Loans 58.73 43.35
Total 4,237.18 2,867.72

 

Note: The exchange rates as of September 30, 2021 for the relevant currencies are i) USD = %74.23 (Source: FEDAI), ti) CAD = %58.33
(Source: FEDAI), iii) CLP = 0.09205 (Source: Oanda), iv) ZAR = 24.90 (Source: FEDAL), and y) UF= %30,088.37 CLP (Source: Central
Bank of Chile)

“As certified by SDT & Co, Chartered Accountants, by way of their certificate dated November 10, 2021 and December 6, 2021.

“Includes the vehicle loans availed by our Company as on September 30, 2021

Out of this amount 21,770 million has interchangeability between fund to non- fund base.

For the facility from ACF Capital to Tega Industries Chile SpA sanction limit is not ascertainable. As per terms of sanction it is upto the
discretion of the ACF Capital for sanctioning limit for the acceptance of the factoring which will be decided on contract to contract basis.
Hence, utilized amount of Rs. 60.13 million is consider as sanctioned amount above.

Principal terms of the borrowings availed of by our Company and our Subsidiaries
Set out below are the principal terms of the borrowing availed of by us:

Interest: In terms of the foreign currency denominated term loans availed by us, interest rate is typically tied to
the USD LIBOR. In terms of the working capital facilities availed by us, the interest rate is typically tied to MCLR
and spread, with varying reset options. For certain working capital facilities, the interest rates are subject to the
extant RBI guidelines on trade credit.

Tenor: The tenor of the term loan facilities typically ranges from sixty to eighty-four months. The tenor of the
working capital facilities typically ranges from seven days to twelve months. The bank guarantees may extend up
to three years.

Security: In terms of our borrowings where security needs to be created, such security typically includes:

a) Charge by way of mortgage on the fixed assets of the Company (both moveable and immoveable);
b) Charge by way of hypothecation on the entire current assets of the Company;
°) Charge on the encumbered cash and cash equivalents of minimum reserve amounts, as may be

determined by the lenders; and

314
d) Pledge of units of certain mutual funds held by the Company.

In terms of the working capital borrowings of our Subsidiaries, where security needs to be created, such security
typically includes:

a) Charge by way of an assignment or security cession of all present and future debts of the Subsidiaries;
and

b) Charge by way of an assignment or security cession of the insurance policies held in favour of the
Subsidiaries.

This is an indicative list and there may be additional requirements for creation of security under the various
borrowing arrangements entered into by us.

Re-payment: The term loans are typically repayable in quarterly instalments. For working capital facilities, while
the facilities are typically repayable on demand with an option for annual review for each of the sub-limits, there
may exist certain exclusive provisions of repayment for each of the sub-limits, subject to the facility
documentation for each lender.

Prepayment: The term loans and working capital facilities availed by us typically have prepayment provisions
which allow for pre-payment of the outstanding loan amount subject to such prepayment penalties as may be
decided by the lender at the time of such prepayment, or as laid down in the facility document, as the case may
be. For certain working capital facilities, prepayment penalties may not be payable, subject to the conditions as
specified in the facility documentation.

Covenants: Borrowing arrangements entered into by our Company for the term loans and working capital facilities
entered into by us typically contain various restrictive conditions and covenants restricting certain corporate
actions, and we are required to take the prior approval of the lender before carrying out such activities, including,
among others, for:

a) effect any change in the constitutional documents or management or capital structure of our Company;
b) effect any change in the business of our Company;

°) effect any reorganization, merger, amalgamation or scheme of arrangement or compromise;

d) declare any dividend if any instalments towards principal amount or interest is unpaid after the due date
e) changes in the shareholding pattern of the Company; and

f) induct or continue with a person as a director or a promoter of our Company who has been identified as

a wilful defaulter as per the RBI guidelines issued from time to time.

Borrowing arrangements entered into by our Subsidiaries for the term loans and working capital facilities entered
into by them typically contain various restrictive conditions and covenants restricting certain corporate actions,
and they are required to take the prior approval of the lender before carrying out such activities, including, among
others, for:

a) effect any change in the constitutional documents or management or capital structure of our Subsidiaries;
b) effect any change in the business of our Subsidiaries; and
°) effect any reorganization, merger, amalgamation or scheme of arrangement or compromise.

Events of Default: Borrowing arrangements entered into by us for the term loans and working capital loans
contain standard events of default, including:

a) non-payment or default of principal and/or interest due on the loan obligation by our Company and our
Subsidiaries;

b) breach of any covenant, condition, agreement or any other conditions by our Company and our
Subsidiaries;

315
°) proceedings relating to winding up, insolvency being initiated against our Company and our Subsidiaries;

d) failure in business, commission of an act of bankruptcy and general assignment for the benefit of the
creditors;

e) if our Company and our Subsidiaries undergo any material adverse change, as may be determined by our
Company.

This is an indicative list and there may be additional terms that may amount to an event of default under the
various borrowing arrangements entered into by us.

316
CAPITALIZATION STATEMENT

The following table sets forth our Company’s capitalization as on June 30, 2021, on the basis of our Restated
Consolidated Financial Information, and as adjusted for the Offer. This table should be read in conjunction with
the sections titled “Risk Factors”, “Financial Information” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 23, 207 and 318, respectively.

(in million)

 

 

Particulars Pre-Offerason As adjusted for the
June 30, 2021 proposed Offer
Debt
Current borrowings 797.17 797.17
Non-current borrowings (including current maturities) 1,045.21 1,045.21
Total Debt (A) 1,842.38 1,842.38
Shareholders’ Funds
Equity share capital 576.01 576.01
Preference share capital 86.92 86.92
Other equity 5,648.59 5,648.59
Total Shareholders’ Funds (B) 6,311.52 6,311.52
Ratio: Non-current borrowings (including current maturities) / Total 0.17 0.17
Equity
Ratio: Total Debt (A)/ Total Equity (B) 0.29 0.29
Notes:

(2) Pursuant to resolutions dated November 10, 2021 passed by our Board and Shareholders, 8,692,281 CCPP held by Wagner Limited were
converted to 8,692,281 Equity Shares. The above statement is not adjusted to effect the conversion.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations, and
our assessment of the factors that may affect our prospects and performance in future periods, together with our
Restated Consolidated Financial Information, including the reports thereon, each included in this Prospectus.

The Restated Consolidated Financial Information are prepared and presented in accordance with Ind AS, in each
case restated in accordance with the requirements of Section 26 of the Companies Act 2013, as amended, the
SEBI ICDR Regulations and the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by
the ICAI.

Ind AS differs in certain material respects from IFRS and U.S. GAAP. Accordingly, the degree to which our
financial statements will provide meaningful information to a prospective investor in countries other than India
is entirely dependent on the reader’s level of familiarity with Ind AS. As a result, the Restated Consolidated
Financial Information may not be comparable to our historical financial statements. Please also see ‘Financial
Information” on page 207..

This discussion and analysis contains forward-looking statements that reflect our current views with respect to
future events and our financial performance, which are subject to numerous risks and uncertainties. Our actual
results may differ materially from those anticipated in these forward-looking statements. As such, you should also
read “Forward-Looking Statements" and “Risk Factors” and beginning on pages 16 and 23, respectively, which
discuss a number of factors and contingencies that could affect our financial condition and results of operations.

Unless otherwise indicated, industry and market data used in this section have been derived from the report titled
“Global Market Assessment — Select Mineral Processing Equipment” dated October 12, 2021, issued by Frost &
Sullivan (the “F&S Report”) prepared and released by Frost & Sullivan and commissioned and paid for by our
Company in connection with the Offer. Unless otherwise indicated, all financial, operational, industry and other
related information derived from the F&S Report and included herein with respect to any particular year refers
to such information for the relevant calendar year. Also see, “Certain Conventions, Use of Financial
Information and Market Data and Currency of Presentation — Industry and Market Data” on page 13. Our
fiscal year ends on March 31 of each year.

Overview

We are a leading manufacturer and distributor of specialized ‘critical to operate’ and recurring consumable
products for the global mineral beneficiation, mining and bulk solids handling industry, on the basis of sales as of
June 30, 2021 (Source: F&S Report). Globally, we are the second largest producers of polymer-based mill liners,
on the basis of revenues as of June 30, 2021 (Source: F&S Report).

We offer comprehensive solutions to marquee global clients in the mineral beneficiation, mining and bulk solids
handling industry, through our wide product portfolio of specialized abrasion and wear-resistant rubber,
polyurethane, steel and ceramic based lining components, used by our customers across different stages of mining
and mineral processing, screening, grinding and material handling, including after-market spends on wear, spare
parts, grinding media and power, which are regular operating expenses for our customers. Our engineering
capability, which has evolved over decades, has enabled us to consistently offer our quality, complex
manufactured products within stipulated timelines, allowing us to reduce downtime and maximize operational
efficiency for our customers, and forge robust relationships with our customers leading to high recurring revenues.

We commenced operations in 1978 in India, with a foreign collobaration with Skega AB, Sweden. Madan Mohan
Mohanka acquired the entire equity stake of Skega AB in our Company in 2001. Our individual Promoters are
Madan Mohan Mohanka, Manju Mohanka, Manish Mohanka and Mehul Mohanka. Our MD and CEO, Mehul
Mohanka, has been involved in the Company’s business for the last 18 years, and has led our business as our CEO
for the last 5 years. In 2011, we received funding from Wagner Ltd., an entity affiliated with TA Associates, a
global private equity firm.

Our product portfolio comprises of more than 55 mineral processing and material handling products. As an
average (sum of Fiscal 2021, 2020 and 2019 divided by 3) of the last three Fiscals, i.e. 2021, 2020 and 2019, sale
of products constitutes 95.08% of our revenue from operations, while our sale of services and other operating
revenue constitutes 2.15% and 2.77%, respectively of our revenue from operations. For the three months period

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ended June 30, 2021, the sale of products constitutes 94.56% of our revenue from operations, while the sale of
services and other operating revenue constitutes 3.33% and 2.11%, respectively of our revenue from operations.

Our products offering include consumables required in the mines and mineral processing industry. In the sequence
of their usage in the mineral processing value chain, after blasting to floatation, our products include chutes and
its liners, grinding mill liners, ttommels and screens, hydrocyclones, pumps and flotation parts and conveyor
products. Our product range is engineered with a combination of mineral processing engineering, mechanical
engineering and material sciences, while utilising our expertise in tribology.

We have a track-record of servicing leading global mining companies for a long period of time. Revenue from
operation from outside India constituted 84.48%, 86.42%, 85.92% and 85.83% of our revenue from operations in
the three months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019, respectively. For the last three
Fiscals, we have presence in 513, 498 and 479 installation sites in over 70 countries. Further, for the three months
period ended June 30, 2021, we have presence in 212 installation sites. Revenue from operation from outside India
include North America, South America, EMER (Europe, Middle East and Russia), Africa, and Asia Pacific (South
East Asia and Australia) which constituted 17.66%, 19.23%, 14.18%, 21.18% and 12.23% of our revenue from
operations for the three months period ended June 30, 2021 and 13.74%, 24.71%, 15.49%, 22.62% and 9.85% of
our revenue from operations in Fiscal 2021. We are further expanding our operations in major markets including
North America, South America, Australia (part of Asia Pacific) and South Africa. Our focus end-customers are
mineral processing sites involved in gold and copper ore beneficiation, accounting for 34.92% and 27.25%
respectively of our sale of products as an average of the last three Fiscals and 45.48% and 20.76% respectively of
our sale of products for the three months period ended June 30, 2021.We have six manufacturing sites, including
three in India, at Dahej in Gujarat and at Samali and Kalyani in West Bengal, and three sites in major mining hubs
of Chile, South Africa and Australia, with a total built-up area of 74255 Sq. mts. Our facilities in India caters to
the domestic and overseas markets across mineral processing and materials handling industries, while our facilities
in Chile, South Africa and Australia caters to their respective local and regional mineral processing and materials
handling industries. Additionally, our joint venture in India with U.K. branch of Hosch Group, Germany is
engaged in precision conveyer belt cleaning and caters to various industries in India. We also have 18 global and
14 domestic sales offices located close to our key customers and mining sites.

With on-ground presence in all major mining locations, we are well positioned to cater to our customers across
the world which comprise large global mining companies as well as small and medium size companies in the
mining and mineral beneficiation industry in developed countries as well as in emerging regions.

In order to expand our operations globally, we acquired Tega Industries Africa (Pty) Ltd. (formerly, Beruc
Equipment (Proprietary) Limited) (“Tega Africa”) in 2006 which is a South Africa based manufacturer and
distributor of grinding mill liners and screen media, amongst others and this gave us access to manufacturing
capabilities and customers in Africa’s mining and industrial markets. Our facilities in South Africa also give us
access to the member countries of the Southern African Development Community (SADC). We continued our
expansion and acquired Chile based Tega Industries Chile SpA (formerly Acotec SA) (“Tega Chile”) in 2011
which is involved in the manufacture of pumps, screen media and wear products. Our facilities in Chile give us
access to the Latin American markets including Chile, Peru and Bolivia (According ot the F&S Report, Latin
American countries contribute 40% of the global copper production and 8% of the global gold production output).
In 2010, we also acquired Perth based Losugen Pty. Ltd. (“Losugen”) which specialized in the design, distribution,
installation, wear monitoring of wear liners, rubber lining, screens for mining handling industries. We increased
our market share in Australia by acquiring our competitor at the time, which gave us access to a ready platform
to launch our conveyor accessories and screens in that market.

Our total income was 21,793.86 million, 78,566.84 million, 76,955.42 million and 26,430.13 million for the three
months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019, respectively. Our restated total profit for
the period/year was 7118.82 million, 21,364.05 million, 7655.04 million and 2326.70 million for the three months
period ended June 30, 2021 and Fiscals 2021, 2020 and 2019 respectively. Our net cash generated from operating
activities was 7492.35 million, =1,702.46 million, %1,283.75 million and 7686.69 million for the three months
period ended June 30, 2021 and in Fiscals 2021, 2020 and 2019 respectively. Our EBITDA was 2296.79 million,
22,386.42 million, 71,172.28 million and 21,060.03 million for the three months period ended June 30, 2021 and
the Fiscals 2021, 2020 and 2019, having increased at a CAGR of 50.04%, from Fiscal 2019 to Fiscal 2021. Our
EBITDA Margin (EBITDA as a percentage of our total income) was 16.54%, 27.86%, 16.85% and 16.49%,
respectively, in the same periods, having increased at a CAGR of 29.99%, from Fiscal 2019 to Fiscal 2021.

For Fiscals 2021, 2020 and 2019, our Return on Capital Employed (“ROCE”) was 24.76%, 11.17% and 11.12%.
Our net worth was 26,311.52 million 26,137.22 million, 74,624.89 million and 24,011.05 million as on June 30,

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2021, March 31, 2021, March 31, 2020 and March 31, 2019, respectively, while our Return on Equity (“ROE”)
was 22.23%, 14.16% and 8.14% for the Fiscals 2021, 2020 and 2019.

Significant Factors Affecting our Results of Operations
Macro-Economic Conditions and Factors Affecting the Sectors in which we Operate

We derive our revenue from the mining, mineral processing and material handling industries across the world.
Sales of our products, which are consumables, is directly linked to the processing and handling of ores by the
respective industries. This is further dependent on the demand cycle of the underlying metals, and the number of
operational processing and handling plants in a given period. The mining sector is highly vulnerable to geo-
political changes, local mining regulations and global demand / supply imbalances, which have resulted in changes
in metal prices across cycles. Despite volatility in metal prices, we are insulated from this cyclicality because our
products are consumed as long as a mill or mineral processing facility is operational. Some of the general macro-
economic factors that can affect demand for our products and as a result for our business, include the following:

. Geo-political risks and local political risks associated with the countries we have manufacturing or sales
operations, particularly related to mining and mineral processing industries.

. Compliance with a variety of local laws and regulations, which may be materially different than those to
which we are subject in India, including legal constraints on ownership and corporate structure,
environmental, health, safety, labour and accounting laws.

. Economic and financial conditions, including potential hyperinflationary conditions, any instability of
credit markets, foreign currency fluctuations and controls, particularly the ability to repatriate funds to
India and to any other countries.

. Global and local economic growth, fiscal stability, growth in personal disposable incomes impact
consumption and hence demand for end products.

. Gross capital formation, planned expenditure and government revenues and its impact on overall levels
of capital expenditure.

. Global oil prices, which impacts industries globally and in India.

. Trade agreements with nations and international trading barriers by India and other countries, export and
import regulations and tariffs.

. Global and local shortages of input materials, which in our case, primarily includes carbon black, high
grade natural rubber, polyurethane rubber, styrene-butadiene rubber and wear plates. Refer to “Risk
Factors — We are dependent on a few key suppliers of certain raw materials and do not have long term
contracts or exclusive arrangements with these key suppliers. Accordingly, the loss of, or a significant
reduction in supply by, such suppliers could adversely affect our business, financial condition and
results of operations.” on page 28 for details on the impact of raw material supply on our operations.

. Logistical challenges and bottlenecks in movement of cargo across international regions. Refer to “Risk
Factors — We are dependent on third party logistic and support service providers for the delivery of
raw materials and finished products and any disruptions in their services including transportation
services or a decrease in the quality of their services may adversely affect our business, financial
condition and results of operations.” on page 25 for details on third party logistics and support services
on our operations.

. Volatility in exchange rates, which has an impact on our Company’s ability to win against local
competitors.

The current outbreak of COVID-19 (“Covid”) pandemic has adversely impacted the global economy. The World
Health Organization declared the outbreak of COVID-19 as a public health emergency of international concern
on January 30, 2020 and a pandemic on March 11, 2020. The Government of India announced a nation-wide
lockdown on March 23, 2020 and imposed several restrictions. Covid continues to spread across the globe and
has since affected the world economy including India, leading to significant volatility and a decline in financial
markets and general economic activity. However, Covid had limited impact on the mining industry, since it was

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declared as an essential service in various countries globally. Mines were running continuously since temporary
shutdowns of mines are expensive and therefore there was resilient demand for critical mining consumables for
regular operations.

Since our products are critical to operate consumables for the mines, we were largely unaffected. Further, our
plant in Chile remained functional with no halts in operations, our plant in South Africa had limited halt in
operations, however our plant in Australia was impacted due to stricter and longer inter-boundaries lockdown
within Australia, which has since been relaxed. Our strong customer profile, which includes senior miners and
mining industries, were resilient during the period. However, we faced temporary logistical issues in terms of
limited availability of labour, logistics and supply chain constraints. Our exports and production in some of our
domestic facilities were temporarily disrupted from March 2020 onwards, across successive waves of national
and regional lockdowns in India. Since then, we have resumed our operations in phases as per the Government of
India and state government's directives. Our plant utilization has improved, raw material suppliers have resumed
operations and supply and logistics have become more regular. The future impact of COVID-19 or any other
severe communicable disease on our business and results of operations depends on several factors including those
discussed in “Risk Factors — The extent to which COVID-19 affects our business, results of operations and
financial condition will depend on future developments, which are uncertain and cannot be predicted.” on page
36. We are continuously monitoring the economic conditions and have outlined certain measures to combat the
pandemic situation and to minimize the impact on our business.

Raw Material Costs, Operating Costs and Efficiencies

Our business, financial condition, results of operations and prospects are significantly impacted by the prices of
raw materials purchased by us as well as any changes in global price indices, particularly, Steel and natural and
synthetic rubber. As we are exporting majority of the goods across the globe and most of our inputs are imported
we are also effected severely on account of global sea freight indices.

Raw material costs (consisting of the costs of materials consumed and changes in inventories of finished goods
and work-in-progress) constitute the most significant portion of our expenditures, representing 39.58%, 40.20 %,
39.98%, and 40.61% of our revenue from operations for the three months period ended June 30, 2021 and Fiscals
2021, 2020 and 2019, respectively. Our financial condition and results of operations are significantly impacted by
the availability and costs of raw materials, particularly wear steel, rubber and carbon black.

We rely significantly on selective suppliers for procurement of inputs required for manufacturing our products.
Our stringent vendor approval process keeps a tab on how many suppliers are involved in any particular
commodity. Raw material pricing can be volatile due to a number of factors beyond our control, including global
demand and supply, general economic and political conditions, transportation and labour costs, labour unrest,
natural disasters, competition, import duties, fuel prices and availability, power tariffs and currency exchange
rates, and there are uncertainties inherent in estimating such variables, regardless of the methodologies and
assumptions that we may use. This volatility in commodity prices can significantly affect our raw material costs.
Further, volatility in fuel prices can also affect commodity prices worldwide which may significantly increase our
raw material costs. We are currently having a hybrid pricing strategy.

We work on forecasted prices looking at the leading indicators. These forecasts are shared with the sales and offer
preparation team so as they can quote basis the information at hand. But most of the forecasts are only accurate
to a certain degree and hence we carry the risk while offer preparation which may impact our contributions either
way.

Given the nature of our business, our ability to manage our operating costs and efficiencies is critical to
maintaining our competitiveness and profitability. Our profitability is partially dependent on our ability to spread
fixed production costs over higher production volumes. In addition, we face pressure from our key customers to
reduce prices, and in order to maintain our profitability, we must be able to boost our productivity and reduce our
operating expenses. We continually undertake efforts to reduce our costs in order to protect our margins, such as
enhancing utilization of the press capacity, segregation and planning of orders to reduce the idle time by
prioritizing the inputs for manufacturing, rationalising suppliers, negotiating volume discounts, outsourcing non-
critical processes, reducing energy usage and rationalising our manpower. Our ability to reduce our operating
costs in line with customer demand is subject to risks and uncertainties, as our costs depend, in part, on external
factors beyond our control.

 

The improvements in operational efficiency is generally a gradual process. All our production facilities are
equipped with a set up to take care of most of our customer’s requirement irrespective of the location with

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minimum impact. This gives additional option to the operation and planning team to alter the plan and utilize the
plants to its maximum capacity. With increasing press utilization, our revenue is directly linked.

Our EBITDA Margin (EBITDA as a percentage of our total income) was 16.54%, 27.86%, 16.85% and 16.49%,
respectively, for the three months period ended June 30, 2021 and Fiscals, 2021, 2020 and 2019, having increased
at a CAGR of 29.99%, from Fiscal 2019 to Fiscal 2021.

Employee benefits expense comprises a large part of our expense after raw material costs. For the three months.
period ended June 30, 2021 and Fiscals 2021, 2020 and 2019, our employee benefits expense aggregated to
2350.25 million, 21,226.70 million, 21,153.34 million and 21,113.91 million respectively, and, as a percentage of
our revenue from operations, were 20.22%, 15.23%, 16.84%, and 17.58%, respectively in those periods. Our
employee benefit expenses are affected by statutorily prescribed minimum wage and increase in headcount due
to increase in volumes. As a material portion of our overall manpower is located in India, rising wages in India
will have a material impact on our net income. In recent times, labour related costs have been rising in India.
While our employee benefit expenses may increase in absolute terms, we have been able to improve our
operational efficiencies, which has resulted in a reduction in our employee benefits expense as a percentage of
our revenue from operations.

We also incur certain costs in order to ensure that the products that we supply to our customers are of high quality
and free of defects. Such costs relate to matters such as capital expenditure, manpower, systems deployment and
rejection and re-working of products. Quality control is critical to our operations and a failure to prevent the
passing down of defects to our customers may lead to significant costs.

Ability to maintain and grow demand for our products from key customers

We have a diversified client base with our top 10 customers accounting for 34.19%, 32.62%, 31.31% and 22.51%
of our sale of products and services for the three months period ended June 30, 2021 and Fiscals 2021, 2020 and
2019, respectively. Changes in inventory and production levels of our key customers could lead to changes in
demand for our products over time, which can have a significant impact on our revenue growth. We consciously
follow a policy of diversifying our customer base. The loss of key customers has the potential to adversely impact
our financial position.

As our products are largely consumed in the after-market, it provides for stable recurring revenues at each client
site. However, the level of growth in demand for our product depends on our ability to convert existing and new
customers through bringing new opportunities of customer value creation, focus on product quality relative to
other competitors in the market. Our ability to drive value to our customers relative to competition is also key in
helping us improve pricing and realisations over time.

We do not have a single competitor covering the entire product range and competing with us globally for market
share. However, we face competition from both international and local players in respective geographies, product
segments or sub-segments in which we operate. Our key competitive strengths include quality, cost, delivery,
technical capability, and quality of management. Our sales to our customers also depend largely on the number
and type of products that we supply to them and our ability to increase our overall share of our customers’
purchases.

While our customers continue to implement various cost-cutting strategies, which include restructuring of
operations, relocation of production/ procurement to low-cost regions, vendor rationalisation, etc., we believe that
the criticality of the products we manufacture, our strong customer relationships, lack of alternate vendors, high
switching costs, our ability to quickly scale up our production, our ability to maintain high quality and delivery
commitments and ability to produce a diverse range of products across a number of geographies will allow us.
meet these business challenges.

Accordingly, our operations have generally grown with our customers’ businesses over time, while being more
resilient than our customers to any changes associated with pricing and capital expenditure cycles. While our high-
touch sales model with continuous customer interaction enables us to forecast our demand basis their business
plans, it is difficult for us to predict with certainty when our customers will decide to increase or decrease inventory
levels or levels of production, or initiate abrupt changes in strategic direction, or whether future inventory levels
will be consistent with historical levels. Any increases or decreases in the levels of inventory and activity by our
customers, in turn, are likely to have a positive or negative effect on our revenues and operational results.

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Expansion in Product Portfolio and addressable market

Our product portfolio is diverse and includes a range of consumables required in the mines and mineral processing
industry. In the sequence of their usage in the mineral processing mines, after blasting to floatation, our products
include chutes and its liners, grinding mill liners, trommels and screens, hydrocyclones, pumps and flotation parts
and conveyor products.

Our product range is engineered with a combination of mineral processing engineering, mechanical engineering
and material sciences, while utilising our expertise in tribology. Our historical growth among existing and new
customers is driven by our ability to leverage our strong engineering skills and expertise, combined with our
ability to design and provide custom solutions and cater to global demand through our global network of
manufacturing facilities. We intend to continue to use these capabilities to increase our wallet share among
existing customers, and add new customers. We have also added in-house manufacturing capabilities over time
that position us better as a comprehensive solutions provider across business segments. This will in turn, enable
us to drive new growth opportunities among existing customers.

We have a track record of developing and commercializing a diverse and innovative product portfolio of 55
mineral processing and material handling products over the years, including DynaPrime launched by us in 2018.
DynaPrime has unlocked a new addressable market for us. As of March 31, 2021, our order book for DynaPrime
includes 23 target sites. As of June 30, 2021, our order book for DynaPrime includes 28 target sites. Our launch
of DynaPrime has enabled us to increase our addressable market from catering to rubber and composite liners to
large mineral processing units which conventionally had relied on traditionally used metallic liners. According to
the F&S Report, we are the only player providing a ‘hybrid liner’ across both larger SAG mills in the segment
range of (>9.5 dia) and Ball Mills (>5.5 dia). Going forward, we believe that important pillars of growth in our
results of operations will be continuous momentum and success of DynaPrime pilots and a sustained DynaPrime
order book, coupled with momentum in other differentiated product launches backed by our strong in-house R&D
capabilities.

Foreign exchange fluctuations

We are exposed to foreign exchange rate fluctuations (mainly in USD, CAD, AUD, EUR, SGD, ZAR CLP, GHS
and GBP) in respect of (i) revenue from overseas business in foreign denominations; (ii) our foreign currency
denominated borrowings; (iii) currency translation losses for the purpose of preparing our consolidated financial
statements (which are presented in Indian Rupees), on account of our global operations; and (iv) value of our
foreign assets. While we seek to pass on all losses on account of foreign currency fluctuations to our customers,
our ability to foresee future foreign currency fluctuations is limited. For details on the impact of foreign exchange
on the results of our operations, see “Risk Factors — Depreciation of the Indian Rupee and exchange rate
fluctuations in currencies in which we do business or have outstanding borrowings may materially and
adversely impact our business, financial condition and results of operations.” on page 28.

Operational efficiencies and margin expansion

We intend to continue enhancing our operational efficiencies, to increase economies of scale, better absorb our
fixed costs, reduce our other operating costs and strengthen our competitive position. We have, in the past and
intend to in the future, continue using a variety of other manufacturing strategies and cost reduction strategies to
continue to improve our operational efficiencies. For example, to attain cost structure sustainability over the years,
‘we emphasize on economies of scale, employment of learnings acquired in manufacturing composite components,
and a robust supply chain developed for sourcing of raw materials. To meet the growing demand from our
customers, we have invested in our manufacturing facilities, infrastructure, machines, equipment and technology
to allow us to offer a diverse product suite, reduce operating costs and drive productivity and scale of our business
without incurring significant incremental costs in the future. In addition, we shall also focus on cycle time
reduction by adopting advanced technologies that will also result in process optimisation, thereby increasing our
capacity to undertake more number of projects.

Funds for Capital Expenditure and Working Capital Requirements

Given the sector in which we operate, we have substantial capital expenditure and working capital requirements
for growth. We have significantly invested in in our manufacturing capacities to meet the growing demand from
our customers and to expand our product portfolio. For the three months period ended June 30, 2021 and the last
three Fiscals 2021, 2020 and 2019, additions to our property, plant and equipment were 264.86 million, 2243.29
million, 2237.91 million and 3244.30 million, respectively.

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As of the three months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019, the net carrying value of
property, plant and equipment (PPE) was 21,693.12 million, 21,691.96 million, 1,691.49 million, and 21,852.56
million. Going forward, we may spend on capex to take care of growing demand from our customers from internal
sources and external borrowing.

For Fiscals 2021, 2020 and 2019, our ROCE was 24.76%, 11.17% and 11.12%. Our net worth was 26,311.52
million, 76,137.22 million, 74,624.89 million and %4,011.05 million as on June 30, 2021, March 31, 2021, March
31, 2020 and March 31, 2019, respectively, while our ROE was 22.23%, 14.16% and 8.14% for the Fiscals 2021,
2020 and 2019, respectively.

Our finance costs in earlier years, have been higher due to higher exposure to debt, taken for the purpose of
acquisitions and capex at the time, with a view to further enhance our manufacturing capacities not only in India
but other parts of the world. Our finance costs include interest expenses, other borrowing costs, Interest on finance
charges on lease liabilities and net gain/loss on foreign currency transactions and translation. In the three months
period ended June 30, 2021 and the last three Fiscals, our finance cost is gradually going down due to repayment
of borrowings and lower interest rates due to subvention in export borrowing. The finance costs was 236.13
million, 3172.78 million, 2214.39 million and 2236.02 million for the three months period ended June 30, 2021
and Fiscals 2021, 2020 and 2019 respectively. As a percentage of our total income, our finance costs is 2.01%,
2.02%, 3.08% and 3.67% for the three months period ended June 30, 2021 and Fiscal 2021, 2020 and 2019,
respectively, which is showing a gradual downtrend. There is no guarantee that the rate of interest will continue
to be soft in the future and that the government will continue to subsidise the interest rate by way of subventions
to the exporters in the future. Any changes to these stands will result in higher finance cost in the future for the
Company.

As of June 30, 2021, our aggregate outstanding borrowings was 21,842.38 million. As of June 30, 2021, our
aggregate cash and cash equivalent (including investments under current assets) was 22,524.75 million, which
makes our net debt position favourable.

Further given the sector in which we operate, we need to buy the majority of our inputs either in advance or with
lessor credit period and in turn we have to provide the higher credit period to our customers due to market
conditions and larger logistics duration for some geographies for exports and competition from both local and
global players. Further, there are inputs for which we rely on a few suppliers in India and worldwide and hence
require to have little larger inventory to avoid disruption in production for want of materials. All these factors
resulted in higher involvement of working capital requirement in the business. Our gross working capital (total
current assets less current investments) in the three months period ended June 30, 2021 and Fiscals 2021, 2020
and 2019 was 24,843.36 million, 74,665.23 million, 74,025.93 million and 23,996.65 million, respectively.

Critical Accounting Policies
Critical estimates and judgements

The preparation of Restated Consolidated Financial Information requires the use of accounting estimates which,
by definition, will seldom equal the actual results. Company also needs to exercise judgement in applying the
accounting policies.

This note provides an overview of the areas that involved a higher degree of judgement or complexity, and of
items which are more likely to be materially adjusted due to estimates and assumptions turning out to be different
than those originally assessed.

(a) Estimation of defined benefit obligation

Post-employment benefits

@ Defined contribution plan - We make provident fund, superannuation fund and other fund contributions
to defined contribution plans for qualifying employees. Under the schemes, we are required to contribute
a specified percentage of the payroll costs to fund the benefits. The contributions payable to these plans
by us are at rates specified in the rules of the schemes.

(¢) Defined benefit plan (Gratuity) - We provide for gratuity, a defined benefit retirement plan covering
eligible employees. As per the scheme, the gratuity trust fund managed by the trust, makes payment to
vested employees on retirement, death, incapacitation or termination of employment, of an amount based
on the respective employee’s eligible salary (half month’s salary) depending upon the tenure of service

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subject to a revised maximum limit of amount payable under Payment of Gratuity Act. Liabilities with
regard to the gratuity plan are determined by actuarial valuation based upon which, we contribution to
the gratuity fund.

(iii) Other long term employee benefit plan - Leave obligations covers our liability for other long term
benefits. Compensated absences covers our liability for earned leave. As we do not have an unconditional
right to defer the payment beyond 12 months, the entire amount has been treated as current.

(b) Impairment of Goodwill

Goodwill is tested for impairment at least on annual basis or more frequently when events or change in
circumstances indicate that it might be impaired. The recoverable amount of the Cash Generating unit (CGU) is
determined based on value in use calculations which require the use of assumptions. The calculations use cash
flow projection based on financial budgets approved by management covering a five year period. We use various
assumptions inter-alia growth in the revenue, earnings before Interest, tax depreciation and amortisation.
(EBITDA), long term growth rates, discount rates to reflect the risk involved.

(co) Current and Deferred Tax
We review the carrying amount of deferred tax assets at the end of each reporting period.

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the
end of the reporting period in the countries where we operate and generate taxable income. We periodically
evaluate positions taken in tax returns with respect to situations in which applicable tax regulation is subject to
interpretation. We establish provisions where appropriate, on the basis of amounts expected to be paid to the tax
authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in the Restated Consolidated Financial Information.
However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred
income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other
than a business combination that at the time of the transaction affects neither accounting profit nor taxable profit
(tax loss). Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially
enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is
realised or the deferred income tax liability is settled.

Deferred tax assets are recognised for all deductible temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to utilise those temporary differences and losses. Deferred
tax liabilities are not recognised for temporary differences between the carrying amount and tax bases of
investments in subsidiaries, branches and interest in joint arrangements where the Group is able to control the
timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the
foreseeable future. Deferred tax assets are not recognised for temporary differences between the carrying amount
and tax bases of investments in subsidiaries, branches and associates and interest in joint arrangements where it
is not probable that the differences will reverse in the foreseeable future and taxable profit will not be available
against which the temporary difference can be utilised.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets
and liabilities and when the deferred tax balances relate to the same taxation authority. Current tax assets and tax
liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net
basis, or to realise the asset and settle the liability simultaneously.

Current and deferred tax is recognised in restated consolidated statement of profit or loss, except to the extent that
it relates to items recognised in restated consolidated statement of other comprehensive income or directly in
equity. In this case, the tax is also recognised in restated consolidated statement of other comprehensive income
or directly in equity, respectively.

Minimum Alternate Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing
evidence that the group will pay normal income tax during the specified period. Such asset is reviewed at each
balance sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer
a convincing evidence to the effect we will pay normal income tax during the specified period.

(d) Critical judgement in determining the lease term

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We determine the lease term on the basis of termination and renewal options in various lease contracts where we
apply our judgement.

Asa lessee

Our significant leasing arrangements include assets dedicated for use under long-term arrangements, lease of land,
office space, equipment, vehicles and some IT equipment. Lease of land have lease term of up to 60 years, leases
of plant and equipment and office equipments have lease terms between 2 to 30 years, offices and guest houses
generally have lease terms between 12 months to 60 years and vehicle generally have lease term between 2 years
to 5 years. Lease terms are negotiated on an individual basis and contain a wide range of different terms and
conditions. Until March 31, 2019, leases were classified as either finance leases or operating leases. From April
1, 2019, leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased
asset is available for use. We also have certain leases of offices and guest houses with lease term of up to 12
months. We apply the ‘short-term lease’ recognition exemptions for these leases. For leases recognised under long
term arrangements involving use of a dedicated asset, non-lease components are excluded based on the underlying
contractual terms and conditions.

For the purpose of preparing Restated Consolidated Financial Information, Ind AS 116 has been applied
retrospectively with effect from April 1, 2018.

Transition related disclosures

@ The weighted average incremental borrowing rate applied to lease liabilities as at April 1, 2018 ranges
from 2.59% to 11.70%.

(ii) The following is the summary of practical expedients elected on initial application:

. accounting for operating leases with a remaining lease term of less than 12 months as at April
1, 2018 as short-term leases;

. excluding initial direct costs for the measurement of the right-of-use asset at the date of initial
application; and

. using hindsight in determining the lease term where the contract contains options to extend or
terminate the lease.

Compliance with Ind AS

Our Restated Consolidated Financial Information have been prepared to comply in all material aspects with Indian
Accounting Standards (Ind AS) notified under Section 133 of the Companies Act, 2013, Companies (Indian
Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016 and
other relevant provisions of the Act.

Historical cost convention

Our Restated Consolidated Financial Information have been prepared as going concern on accrual basis and under
the historical cost convention, except for:

. certain financial assets and liabilities measured at fair value (refer accounting policy regarding financial
instruments);

. defined benefit plans — plan assets measured at fair value; and

. share-based payments.

Current versus non-current classification

All assets and liabilities have been classified as current or non-current as per our operating cycle and other criteria
set out in the Indian Accounting Standards (Ind AS) and Schedule III to the Companies Act, 2013. Based on the
nature of products and the time between the acquisition of assets for processing and their realisation in cash and
cash equivalents, we have ascertained our operating cycle as 12 months for the purpose of current — non-current
classification of assets and liabilities.

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Use of estimates

The preparation of Restated Consolidated Financial Information requires the use of accounting estimates which,
by definition, will seldom equal the actual results. Estimates are continually evaluated. They are based on
historical experience and other factors, including expectations of future events that may have a financial impact
on us and that are believed to be reasonable under the circumstances.

 

Principles of consolidation and equity accounting
Subsidiaries

Subsidiaries are all entities over which we have control. We control an entity when we are exposed to, or have a
right to, variable returns from our involvement with the entity and have the ability to affect those returns through
our power to direct the relevant activities of the entity. Subsidiaries are fully consolidated from the date on which
control is transferred to us. They are deconsolidated from the date that control ceases. The acquisition method of
accounting is used to account for business combinations by us. We combine the financial statements of the
Company and its subsidiaries line by line adding together like items of assets, liabilities, equity, income and
expenses. Intercompany transactions, balances and unrealised gains on transactions between the Company and
subsidiaries are eliminated. Unrealised losses are also eliminated unless the transaction provides evidence of an
impairment of the transferred asset. Accounting policies of subsidiaries have been changed where necessary to
ensure consistency with the policies adopted by us. IND AS 12 ‘Income Tax’ applies to temporary differences
that arise from the elimination of profits and losses resulting from intercompany transaction.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the restated consolidated
statement of profit and loss, restated consolidated statement of changes in equity and restated consolidated
statement of assets and liabilities respectively.

Interest in joint ventures accounted for using equity method

Under Ind AS 111, joint arrangements, investments in joint arrangements are classified as either joint operations
or joint ventures. The classification depends on the contractual rights and obligations of each investor, rather than
the legal structure of the joint arrangement. We only have investment in joint venture.

Under the equity method of accounting, the investment is initially recognised at cost and adjusted thereafter to
recognise our share of the post-acquisition profits or losses of the investee restated in profit and loss, and our share
of other comprehensive income of the investee in restated other comprehensive income. Dividend received or
receivable from joint venture is recognised as a reduction in the carrying amount of investment.

 

When our share of losses in an equity-accounted investment equals or exceeds its interest in the entity, including
any other long term receivables, we do not recognise further losses, unless it has incurred obligations or made
payments on behalf of the other entity.

Unrealised gains on transactions between us and our joint venture are eliminated to the extent of our interest in
joint venture. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of
the asset transferred. Accounting policies of equity accounted investee are changed where necessary to ensure
consistency with the policies adopted by us.

Property, plant and equipment

Freehold land is carried at historical cost. All other items of property plant and equipment are stated at historical
cost net of accumulated depreciation and accumulated impairment losses, if any. Historical cost includes
expenditure that is directly attributable to the acquisition of the items.

Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when it is probable that future economic benefits associated with the item will flow to us and the cost of the item
can be measured reliably. The carrying amount of any component accounted for as a separate asset is derecognised
when replaced. All other repairs and maintenance are charged to restated consolidated statement of profit and loss
during the reporting period in which they are incurred.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount

is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing
proceeds with carrying amount. These are included in the restated consolidated statement of profit and loss.

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On transition to Ind AS, the Group has elected to continue with the carrying value of its property plant and
equipment measured at the previous GAAP and use that carrying value as the deemed cost of property plant and
equipment.

Depreciation
Depreciation is calculated using a straight line method to allocate the cost of the assets, net of their residual values,

over their estimated useful lives, wherever applicable. The estimated useful lives of the property, plant and
equipment have been presented below:

 

Class of assets Estimated useful life (in years)
Buildings 30 - 60 years

Plant and Equipment* 3-8 years

Furniture and Fixtures 10 years

Vehicles 5-8 years

Office equipment 5 years

Electrical installation 10 years

 

*For these class of assets, based on internal assessment and independent technical evaluation carried out By external valuers, we believe that
the useful lives as given above best represent the year over which we expect to use these assets. Hence, the useful lives for these assets are
different from the useful lives as prescribed under Part C of Schedule II to the Companies Act, 2013.

Leasehold improvements are depreciated over the shorter of their useful life or the lease term, unless the entity
expects to use the assets beyond the lease term. The assets’ residual values and useful lives are reviewed by the
management, and adjusted if appropriate, at the end of each reporting period.

Intangible assets

Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill is not amortised but it is tested
for impairment annually, or more frequently if events or changes in circumstances indicate that it might be
impaired, and is carried at cost less accumulated impairment losses if any. Gains and losses on the disposal of an
entity include the carrying amount of goodwill relating to the entity sold.

Goodwill is allocated to cash-generating units for the purpose of impairment testing. The allocation is made to
those cash-generating units or groups of cash-generating units that are expected to benefit from the business
combination in which the goodwill arose. The units or groups of units are identified at the lowest level at which
goodwill is monitored for internal management purposes.

Computer software is stated at cost of acquisition net of accumulated amortisation and accumulated impairment
losses, if any. Costs associated with maintaining software programmes are recognised as an expense as incurred.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount
is greater than its estimated recoverable amount. Gains and losses on disposals are determined by comparing
proceeds with carrying amount. These are included in our restated consolidated statement of profit and loss.

On transition to Ind AS, the Group has elected to continue with the carrying value of its intangible assets measured
at the previous GAAP and use that carrying value as the deemed cost of intangible assets.

Amortisation

We amortise computer software using the straight line method over the following periods:

 

Class of assets Estimated useful life (in years)
Software 3 Years

 

Research and development expenditure

Research expenditure and development expenditure that do not meet the criteria mentioned below are recognised
as an expense as incurred. Development costs previously recognised as an expense are not recognised as an asset
in a subsequent period. Property, plant and equipment used in Research and Development are capitalised.

Development costs are recognised as intangible assets when the following criteria are met:

(a) it is technically feasible to complete the intangible asset so that it will be available for use;

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(b) management intends to complete the intangible asset and use or sell it;

( there is an ability to use or sell the intangible asset;
(d) it can be demonstrated how the intangible asset will generate probable future economic benefits;
(e) adequate technical, financial and other resources to complete the development and to use or sell the

intangible asset are available; and
(f) the expenditure attributable to the intangible asset during its development can be reliably measured.

Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is
available for use.

Impairment

At each balance sheet date, we review the carrying values of our property, plant and equipment and intangible
assets to determine whether there is any indication that the carrying value of those assets may not be recoverable
through continuing use. If any such indication exists, the recoverable amount of the asset is reviewed in order to
determine the extent of impairment loss (if any). Where the asset does not generate cash flows that are independent
from other assets, we estimate the recoverable amount of the cash generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current
market assessments of the time value of money and the risks specific to the asset for which the estimates of future
cash flows have not been adjusted. An impairment loss is recognised in our restated consolidated statement of
profit and loss as and when the carrying value of an asset exceeds its recoverable amount.

Where an impairment loss subsequently reverses, the carrying value of the asset (or cash generating unit) is
increased to the revised estimate of its recoverable amount so that the increased carrying value does not exceed
the carrying value that would have been determined had no impairment loss been recognised for the asset (or cash
generating unit) in prior years. A reversal of an impairment loss is recognised in our restated consolidated
statement of profit and loss immediately.

Investment Properties

Property that is held for long term rental yields or for capital appreciation or both, and is not occupied by us, is
classified as Investment property. Investment property is measured initially at its cost, including related
transaction costs and where applicable borrowing costs. Subsequent expenditure is capitalised to the assets
carrying amount only when it is probable that future economic benefits associated with the expenditure will flow
to us and the cost of the item can be measured reliably. All repair and maintenance cost are expensed when
incurred. When part of Investment property is replaced, the carrying amount of the replaced part is derecognised.

On transition to Ind AS, we have elected to continue with the carrying value of its investment properties measured
at the previous GAAP and use that carrying value as the deemed cost of investment properties.

Business combinations

Acquisition of subsidiaries and businesses are accounted for using the acquisition method under Ind AS 103. The
consideration transferred for acquisition of a business generally comprises of fair value of assets transferred,
liabilities incurred by us to the former owners of the acquired businesses, and equity interests issued by us.
Acquisition related costs are expenses as incurred in the restated consolidated statement of profit and loss.

Goodwill arising on acquisition is recognised as an asset and measured at cost, being the excess of the
consideration transferred in the business combination over the fair value of the net identifiable assets acquired.
Where the fair value of the net identifiable assets exceed the consideration transferred, the difference is recognised
in other comprehensive income and accumulated in equity as capital reserve provided there is clear evidence of
the underlying reasons for classifying the business combination as a bargain purchase. In other cases, the bargain
purchase gain is recognised directly in equity as capital reserve.

We treat transactions with non-controlling interests that do not result in a loss of control as transactions with
equity owners of our group. A change in ownership interest results in an adjustment between the carrying amounts

329
of the controlling and non-controlling interests to reflect their relative interests in the subsidiary. Any difference
between the amount of the adjustment to non-controlling interests and any consideration paid or received is
recognised within equity.

Business combinations arising from transfers of interests in entities that are under the common control are
accounted for using the pooling of interest method. The difference between any consideration transferred and the
aggregate historical carrying values of assets and liabilities of the acquired entity are recognised in shareholder’s

equity.

When a transaction or other event does not meet the definition of a business combination due to the asset or group
of assets not meeting the definition of a business, it is termed an ‘asset acquisition’. In such circumstances, the
acquirer:

(a) identifies and recognises the individual identifiable assets acquired; and

(b) allocates the cost of assets and liabilities to the individual identifiable assets and liabilities on the basis
of their relative fair values at the date of purchase.

Such a transaction or event does not give rise to goodwill or bargain purchase gain.
Financial instruments
Investment in debt instruments

The financial assets are classified in the following categories:

(a) financial assets measured at amortised cost;
(b) financial assets measured at fair value through profit and loss (FVTPL); and
(co) financial assets measured at fair value through other comprehensive income (FVOCI).

The classification of financial assets depends on our business model for managing financial assets and the
contractual terms of the cash flow.

At initial recognition, the financial assets are measured at its fair value plus, in the case of a financial asset not at
fair value through profit or loss, transaction costs that are directly attributable to the acquisition of the financial
asset. Transaction costs of financial assets carried at fair value through profit and loss are expensed in restated
consolidated statement of profit and loss.

Financial assets measured at amortised cost

Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of
principal and interest are measured at amortised cost. After initial recognition, such financial assets are
subsequently measured at amortised cost using the effective interest rate method. The losses arising from
impairment are recognised in the restated consolidated statement of profit and loss.

Financial assets measured at fair value through other comprehensive income (FVOCI)

 

Financial assets are measured at fair value through other comprehensive income if these financial assets are held
within a business model whose objective is achieved by both collecting contractual cash flows and selling financial
assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely
payments of principal and interest on the principal amount outstanding.

Financial assets measured at fair value through profit and loss (FVTPL)

 

Assets that do not meet the criteria for amortised cost or FVOCI are measured at fair value through profit or loss.
A gain or loss on a debt investment that is subsequently measured at fair value through profit or loss is recognised
in restated consolidated statement of profit and loss in the period in which it arises. Investments in units of mutual
funds are subsequently measured at FVTPL and the changes in fair value are recognised in restated consolidated
statement of profit and loss.

De-recognition of financial asset

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A financial asset is derecognised only when:
(a) we have transferred the rights to receive cash flows from the financial asset; or

(b) it retains the contractual rights to receive the cash flows of the financial asset, but assumes a contractual
obligation to pay the cash flows to one or more recipients.

Impairment of financial assets

We assess on a forward looking basis the expected credit losses associated with its financial assets carried at
amortised cost and FVOCI debt instruments. The impairment methodology applied depends on whether there has
been a significant increase in credit risk. For trade receivables only, we apply the simplified approach required by
Ind AS 109, which requires expected lifetime losses to be recognised from initial recognition of the receivables.

Financial liabilities

Borrowings are initially recognised at fair value, net of transaction costs incurred. Financial liabilities are
subsequently measured at amortised cost using the effective interest rate method. Any difference between the
proceeds (net of transaction costs) and the redemption amount is recognised in restated consolidated statement of
profit and loss over the period of the borrowings using the effective interest method.

Borrowings are classified as current liabilities unless we have an unconditional right to defer settlement of the
liability for at least 12 months after the reporting period. Where there is a breach of a material provision of a long-
term loan arrangement on or before the end of the reporting period with the effect that the liability becomes
payable on demand on the reporting date, the entity does not classify the liability as current, if the lender agreed,
after the reporting period and before the approval of the Restated Consolidated Financial Information, not to
demand payment as a consequence of the breach.

Trade and other payables represent liabilities for goods and services provided to the group prior to the end of the
financial year which are unpaid. The amounts are unsecured and are usually paid within 30-90 days of recognition.
Trade and other payables are presented as current liabilities unless payment is not due within 12 months after the
reporting period. They are recognised initially at their fair value and subsequently measured at amortised cost
using the effective interest method.

De-recognition of financial liabilities

A financial liability (or a part of financial liability) is de-recognised from our restated consolidated statement of
assets and liabilities when the obligation specified in the contract is discharged or cancelled or expired.

Derivative instruments

Derivatives are only used for economic hedging purposes and not as speculative investments. We use certain
derivative financial instruments to reduce business risks which arise from its exposure to foreign exchange and
interest rate fluctuations. The instruments are confined principally to forward foreign exchange contracts, interest
rate swaps and options. The derivative contracts to hedge risks are not designated as hedges.

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are
subsequently re-measured to their fair value at the end of each reporting period. Net mark to market gains/ losses
on derivatives taken by us are recorded in other income/ expenses respectively.

Cash and cash equivalents

For the purpose of presentation in the restated consolidated statement of cash flows, cash and cash equivalents
include cash on hand, demand deposits with banks, other short term highly liquid investments, if any, with original
maturities of three months or less that are readily convertible to known amount of cash and subject to an
insignificant change in value.

Offsetting financial instruments
Financial assets and liabilities are offset and the net amount is reported in our restated consolidated statement of

assets and liabilities where there is a legally enforceable right to offset the recognised amounts and there is an
intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable

331
right must not be contingent on future events and must be enforceable in the normal course of business and in
event of default, insolvency or bankruptcy of us or the counterparty.

Government grants

Grants from the government are recognised at their fair value where there is a reasonable assurance that the grant
will be received and we will comply with all attached conditions. Government grants relating to income are
deferred and recognised in the restated consolidated statement of profit and loss over the period necessary to match
them with the costs that they are intended to compensate and presented within other operating revenue.

Inventories

Inventories are valued at the lower of cost and net realisable value. Cost of raw materials and traded goods
comprises cost of purchases. Cost of work-in-progress and finished goods comprises direct materials, direct labour
and an appropriate proportion of variable and fixed overhead expenditure, the latter being allocated on the basis.
of normal operating capacity. Cost of inventories also include all other costs incurred in bringing the inventories.
to their present location and condition. Costs are assigned to individual items of inventory on the basis of
weighted-average cost method. Net realisable value is the estimated selling price in the ordinary course of business
less the estimated costs of completion and the estimated costs necessary to make the sale.

Revenue recognition

Revenue shall be recognised to depict the transfer of promised goods or services to customers in an amount that
reflects the consideration to which the entity expects to be entitled in exchange for those goods and services.

Sales of goods

Sales are recognised when control of the products has been transferred to the buyer, being when the products are
dispatched/ delivered to the customer depending on the contract terms. This occurs when the products have been
shipped or delivered to the specific location as the case may be, the risk of loss has been transferred, and either
the customer has accepted the products in accordance with the sales contract, or we have objective evidence that
all criteria for acceptance have been satisfied. Revenue from contract with customers is primarily recorded at a
point in time. In few contracts our performance does not create an asset with alternative use to us and we have
concluded that it has an enforceable right to payment for performance completed to date. In the said cases, the we
transfer control of a good or service over time and, therefore, satisfies a performance obligation and recognises.
revenue over time. We use the input method to recognise revenue.

We have determined that the input method is the best method for measuring progress for these contracts because
there is a direct relationship between the costs incurred by us and the transfer of goods and services to the
customer. No element of financing is deemed present as the sales are generally made with a credit term up to 180
days which is consistent with market practice.

Revenue is recognised based on the price specified in the contract

 

Some contracts include multiple deliverables, such as sale of product and certain related services. However, the
services are simple, does not include an integration service and could be performed by another party. It is therefore
accounted for as a separate performance obligation. Where the contracts include multiple performance obligations,
the transaction price will be allocated to each performance obligation based on the stand-alone selling prices.
Where these are not directly observable, they are estimated based on the expected cost plus margin. If contracts
include the installation of product, revenue for the product is recognized at a point in time when the product is
delivered, the legal title has passed and the customer has accepted the product.

A receivable is recognised when the goods are despatched or delivered, depending on the contract terms, as this
is the point in time that the consideration is unconditional because only the passage of time is required before the
payment is due. A contract asset is recognised in respect of those performance obligations where the control of
the goods has been transferred to the buyer, and only delivery of the goods is pending. In these cases the
consideration is due after the shipping obligation is complete, accordingly these are classified as contract assets
as the consideration is conditional on something other than the passage of time.

We do not have any contracts where the period between the transfer of the promised goods or services to the

customer and payment by the customer exceeds one year. As a consequence, we do not adjust any of the
transaction prices for the time value of money.

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Other income
Interest

Interest income is calculated by applying the effective interest rate to the gross carrying amount of a financial
asset.

Dividend
Dividend income from investments is recognised when the shareholder’s rights to receive payment is established.
Borrowing costs

Borrowing costs include interest, other costs incurred in connection with borrowing and exchange differences
arising from foreign currency borrowings to the extent that they are regarded as an adjustment to the interest cost.
General and specific borrowing costs directly attributable to the acquisition, construction or production of
qualifying assets, are capitalised during the period of time that is required to complete and prepare the assets for
its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready
for their intended use or sale. All other borrowing costs are expensed in the period in which they are incurred.

Foreign currencies

Functional and presentation currency

Our Restated Consolidated Financial Information are presented in Indian rupees (INR), which is the functional
currency of the parent and the presentation currency for the financial information.

Transaction and balances

Transactions in foreign currencies are translated into the functional currency at exchange rates prevailing on the
date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions are
generally recognised in the restated consolidated statement of profit and loss. Monetary assets and liabilities
related to such foreign currency transactions at the end of the period/ year are translated at period/ year end
exchange rates and are generally recognised in restated consolidated statement of profit and loss. Non-monetary
assets and non-monetary liabilities denominated in a foreign currency and measured at fair value are translated at
the exchange rate prevalent at the date when the fair value was determined. Non-monetary assets and non-
monetary liabilities denominated in a foreign currency and measured at historical cost are translated at the
exchange rate prevalent at the date of transaction.

Foreign operations

The result and financial position of foreign operations (none of which has the currency of a hyper-inflationary
economy) that have a functional currency different from the presentation currency are translated into the
presentation currency as follows:

(a) Assets and liabilities are translated at the closing rate at the date of our restated consolidated statement
of assets and liabilities;

(b) Income and expenses are translated at average exchange rates (unless this is not a reasonable
approximation of cumulative effect of the rates prevailing on the transaction dates, in which case income
and expenses are translated at the dates of the transactions); and

( All resulting exchange differences are recognised in restated other comprehensive income.
On consolidation, exchange differences arising from the translation of any net investment in foreign entities, are
recognised in restated other comprehensive income. Goodwill and fair value adjustments arising on the acquisition

of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the exchange
rate in effect at the balance sheet date.

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Employee benefits

Short-term employee benefits

Short-term employee benefits (i.e., benefits payable within one year) are recognised in the period in which
employee services are rendered.

Defined contribution plans

Payments to defined contribution plans are charged as an expense as they fall due. Payments made to state
managed retirement benefit schemes are dealt with as payments to defined contribution schemes as we have no
further payment obligations once the contributions have been paid.

Defined benefit plans

For defined benefit retirement schemes the cost of providing benefits is determined using the Projected Unit Credit
Method, with actuarial valuation being carried out at each balance sheet date. Re-measurement gains and losses
of the net defined benefit liability/ (asset) are recognised immediately in restated other comprehensive income.
The service cost and net interest on the net defined benefit liability/ (asset) is treated as a net expense within
employment costs.

Past service cost is recognised as an expense when the plan amendment or curtailment occurs or when any related
restructuring costs or termination benefits are recognised, whichever is earlier. The retirement benefit obligation
recognised in our restated consolidated statement of assets and liabilities represents the present value of the
defined-benefit obligation as reduced by the fair value plan assets.

Other long-term employee benefits:
Compensated absences

Accumulated compensated absences which are expected to be availed or encashed within 12 months from the
period/ year end are treated as short term employee benefits. The obligation towards the same is measured at the
expected cost of accumulating compensated absences as the additional amount expected to be paid as a result of
the unused entitlements as at the period/ year end.

Accumulated compensated absences which are expected to be availed or encashed beyond 12 months from the
period/ year end are treated as other long term employee benefits. Our liability is actuarially determined (using
the Projected Unit Credit method) at the end of each period/ year. Actuarial loss/gains are recognised in our
restated consolidated statement of profit and loss in the period/ year in which they arise.

Share based payments

Share-based compensation benefits are provided to employees via the Tega Industries Limited Employee Stock
Option Scheme namely ESOP Scheme 2011. Employees of the Company receive remuneration in the form of
share-based payments, whereby employees render services as consideration for equity instruments (equity-settled
transactions).

The cost of equity-settled transactions is determined by the fair value at the date when the grant is made using an
appropriate valuation model. That cost is recognised, together with a corresponding increase in employee stock
options outstanding account in equity, over the period in which the performance and/or service conditions are
fulfilled, in employee benefit expense. The cumulative expense recognised for equity-settled transactions at each
reporting date until the vesting date reflects the extent to which the vesting period has expired and the Company’s
best estimate of the number of equity instruments that will ultimately vest. Service and non-market performance
conditions are not taken into account when determining the grant date fair value of awards, but the likelihood of
the conditions being met is assessed as part of our best estimate of the number of equity instruments that will
ultimately vest. Market performance conditions are reflected within the grant date fair value. The dilutive effect
of outstanding options is reflected as additional share dilution in the computation of diluted earnings per share.

Current and deferred tax

The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the
end of the reporting period in the countries where the Company and its subsidiaries operate and generate taxable

334
income. Our management periodically evaluates positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of
amounts expected to be paid to the tax authorities.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the
tax bases of assets and liabilities and their carrying amounts in our Restated Consolidated Financial Information.
However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred
income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other
than a business combination that at the time of the transaction affects neither accounting profit nor taxable profit
(tax loss). Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially
enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is
realised or the deferred income tax liability is settled.

  

Deferred tax liabilities are not recognised for temporary differences between the carrying amount and tax bases
of investments in subsidiaries, branches and interest in joint arrangements where the Group is able to control the
timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the
foreseeable future.

Deferred tax assets are not recognised for temporary differences between the carrying amount and tax bases of
investments in subsidiaries, branches and associates and interest in joint arrangements where it is not probable
that the differences will reverse in the foreseeable future and taxable profit will not be available against which the
temporary difference can be utilised. Deferred tax assets and liabilities are offset when there is a legally
enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same
taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right
to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Current and deferred tax is recognised in restated profit or loss, except to the extent that it relates to items
recognised in restated other comprehensive income or directly in equity. In this case, the tax is also recognised in
restated other comprehensive income or directly in equity, respectively.

Minimum Alternate Tax (MAT) credit is recognised as an asset only when and to the extent there is convincing
evidence that we will pay normal income tax during the specified period. Such asset is reviewed at each Balance
Sheet date and the carrying amount of the MAT credit asset is written down to the extent there is no longer a
convincing evidence to the effect that we will pay normal income tax during the specified period.

Provision, contingent liabilities and contingent assets

We recognise a provision where there is a present obligation as a result of a past event that probably requires an
outflow of resources and a reliable estimate can be made of the amount of the obligation. However, provisions are
not recognised for future operating losses. Where there are a number of similar obligations, the likelihood that an
outflow will be required in settlement is determined by considering the class of obligations as a whole. A provision
is recognised even if the likelihood of an outflow with respect to any one item included in the same class of
obligations may be small.

Provisions are measured at the present value of our management’s best estimate of the expenditure required to
settle the present obligation at the end of the reporting period. The discount rate used to determine the present
value is a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to
the liability. The increase in the provision due to the passage of time is recognised as interest expense. A disclosure
of a contingent liability is made when there is a possible obligation or a present obligation that may, but probably
will not, require an outflow of resources or there is a present obligation, reliable estimate of the amount of which
cannot be made. Where there is a possible obligation or a present obligation and the likelihood of outflow of
resources is remote, no provision or disclosure for contingent liability is made.

Provision for warranty

The estimated liability for warranty is recorded when products are sold. These estimates are established using
historical information on the nature, frequency and average cost of obligations and management estimates
regarding possible future incidence based on corrective actions on product failure.

Non-current assets (or disposal groups) held for sale and discontinued operations

A discontinued operation is a component of the entity that has been disposed of or is classified as held for sale
and that represents a separate major line of business or geographical area of operations, is part of a single co-

335
ordinated plan to dispose of such a line of business or area of operations, or is a subsidiary acquired exclusively
with a view to resale. The results of discontinued operations are presented separately in our restated consolidated
statement of profit and loss. Non-current assets classified as held for sale and the assets of a disposal group
classified as held for sale are presented separately from the other assets in our restated consolidated statement of
assets and liabilities. The liabilities of a disposal group classified as held for sale are presented separately from
other liabilities in our restated consolidated statement of assets and liabilities.

Non-current assets (or disposal groups) are classified as held for sale if their carrying amount will be recovered
principally through a sale transaction rather than through continuing use and a sale is considered highly probable.
They are measured at the lower of their carrying amount and fair value less costs to sell, except for assets such as
deferred tax assets, assets arising from employee benefits, financial assets and contractual rights under insurance
contracts, which are specifically exempt from this requirement.

Earnings per Share

Basic earnings per share is calculated by dividing net profit or loss for the period attributable to equity shareholders
by the weighted average number of equity shares outstanding during the period. Earnings considered in
ascertaining our earnings per share is the net profit or loss for the period. The weighted average number of equity
shares outstanding during the period and for all periods presented is adjusted for events, such as bonus shares,
other than the conversion of potential equity shares, if any, that have changed the number of equity shares
outstanding, without a corresponding change in resources. For the purpose of calculating diluted earnings per
share, the net profit or loss for the period attributable to equity shareholders and the weighted average number of
shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating
decision maker. The executive committee of the Company assesses the financial performance and our position
and they are our chief operating decision maker.

Rounding off

All amounts in the financial statements have been rounded off to the nearest million with two decimal places as
per the requirement of Schedule III to the Companies Act, 2013, unless otherwise indicated.

Exceptional items

An exceptional item is an item of income or expense within profit or loss, which is of such size, nature and
incidence that its disclosure is relevant to explain our performance for the period. The nature and amount of such
item is disclosed separately in our restated consolidated statement of profit and loss.

Leases
As lessee

We account for each lease component within the contract as a lease separately from non-lease components of the
contract and allocates the consideration in the contract to each lease component on the basis of the relative stand-
alone price of the lease component and the aggregate stand-alone price of the non-lease components. We recognise
right-of-use asset representing its right to use the underlying asset for the lease term at the lease commencement
date. The cost of the right of-use asset measured at inception comprises of the amount of initial measurement of
the lease liability adjusted for any lease payments made at or before the commencement date.

Certain lease arrangements include options to extend or terminate the lease before the end of the lease term. The
right-of-use assets and lease liabilities include these options when it is reasonably certain that such options would
be exercised. The right-of-use assets is subsequently measured at cost less any accumulated depreciation,
accumulated impairment losses, if any and adjusted for any re-measurement of the lease liability. The right-of-
use assets is depreciated using the straight-line method from the commencement date over the shorter of lease
term or useful life of right-of-use asset. Right-of-use assets are tested for impairment whenever there is any
indication that their carrying amounts may not be recoverable. Impairment loss, if any, is recognized in our restated
consolidated statement of profit and loss.

336
Lease liability is measured at the present value of the lease payments that are not paid at the commencement date
of the lease. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be
readily determined. If that rate cannot be readily determined, we use the incremental borrowing rate. The lease
liability is subsequently re-measured by increasing the carrying amount to reflect interest on the lease liability,
reducing the carrying amount to reflect the lease payments made and re-measuring the carrying amount to reflect
any reassessment or lease modifications. We recognize the amount of the re-measurement of lease liability as an
adjustment to the right-of-use asset. Where the carrying amount of the right-of-use asset is reduced to zero and
there is a further reduction in the measurement of the lease liability, we recognize any remaining amount of the
re-measurement in our statement of restated consolidated profit and loss.

Variable lease payments not included in the measurement of the lease liabilities are expensed to our restated
consolidated statement of profit and loss in the period in which the events or conditions which trigger those
payments occur.

IPO Expenses

The transaction costs incurred by the Holding Company on behalf of the selling shareholders, with respect to the
proposed IPO, is recognised as an asset, being recoverable from the selling shareholders.

Non-GAAP Financial Measures

In addition to our results determined in accordance with Ind AS, we believe certain Non-GAAP measures are
useful to investors in evaluating our operating performance. We use these Non-GAAP financial information to
evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that Non-GAAP
financial information, when taken collectively with financial measures prepared in accordance with Ind AS, may
be helpful to investors because it provides an additional tool for investors to use in evaluating our ongoing
operating results and trends and in comparing our financial results with other companies in our industry because
it provides consistency and comparability with past financial performance. However, our management does not
consider these Non-GAAP measures in isolation or as an alternative to financial measures determined in
accordance with Ind AS.

Non-GAAP financial information is presented for supplemental informational purposes only, has limitations as
an analytical tool and should not be considered in isolation or as a substitute for financial information presented
in accordance with Ind AS. Non-GAAP financial information may be different from similarly-titled Non-GAAP
measures used by other companies. The principal limitation of Non-GAAP financial measures is that they exclude
significant expenses and income that are required by Ind AS to be recorded in our financial statements. In addition,
they are subject to inherent limitations as they reflect the exercise of judgment by management about which
expenses and income are excluded or included in determining these Non-GAAP financial measures.

Summary of Results of Operations

The following is a summary of our profit and loss account as per our Restated Consolidated Financial Information
for the periods indicated:

 

Particulars For three months period Fiscal 2021 Fiscal 2020 Fiscal 2019
ended 30 June 2021
in % of in % of int % of int % of
million total million total million total million total
income income income income

Income
Revenue from 1,732.07 96.56 8,055.22 94.03 6,848.47 98.46 6,337.57 98.56
Operations
Other Income 61.79 3.44 511.62 5.97 106.95 154 92.56 1.44
Total Income 1,793.86 100.00 8,566.84 100.00 6,955.42 100.00 6,430.13 100.00
Expenses
Cost of materials 764.32 42.61 3,282.36 38.31 2,847.43 40.94 2,650.29 41.22
consumed
Changes in (78.85) (4.40) (44.46) (052) (109.07) (57) (76.46) (1.19)
inventories of

finished goods and
work-in-progress

Employee benefits 350.25 19.52 1,226.70 14.32 1,153.34 16.58 1,113.91 17.32
expense
Finance costs 36.13 2.01 172.78 2.02 214.39 3.08 236.02 3.67

337
 

Particulars

Depreciation and
amortisation
expenses

Other expenses
Total expenses

Restated Profit
before share of
restated net
profit of joint
venture

accounted for
using equity
method and tax

Share of restated
net profit of joint
venture accounted
for using the
equity method
Restated Profit
before tax
Income Tax
expense:

- Current Tax

= Deferred Tax
Total ‘tax.
expense/ (credit)
Restated total
Profit for the

period/year (A)
Restated Other
Comprehensive
Income/ (loss)
(ocr)

Ttems that will
not be

reclassified to
profit or loss
Re-measurement
gain/ (loss) on
post-employment
defined benefit
plans

Income tax related
to above

Share of restated
other
comprehensive
income/ (loss) of
joint ventures
accounted using
the equity method
Items that will be

 

reclass to
profit/ (loss)
Exchange
differences on
translation _of

foreign operations
Restated Other
comprehensive
income/ (loss) for
the period/year,
net of tax (B)
Restated Total
comprehensive
income for the

 

For three months period
ended 30 June 2021
int % of
million total
income
105.00 5.85
461.34 25.72
1638.19 91.32
155.67 8.68
6.16 0.34
161.83 9.02
69.67 3.88
(26.66) (2.49)
43.01 2.40
118.82 6.62
(2.40) (0.13)
0.60 0.03
(0.05) 0.00
57.33 3.20
55.48 3.09
174.30 9.72

Fiscal 2021
in? % of
million total
income

401.80 4.69
1,715.82 20.03
6,755.00 78.85
1,811.84 21.15
26.78 0.31
1,838.62 21.46
372.81 435
101.76 1.19
474.57 554
1,364.05, 15.92
311 0.04
(0.78) (0.01)
0.03 0.00"
138.27 1.61
140.63 1.64
1,504.68 17.56

338

Fiscal 2020
in? % of
million total
income

383.55, 5.51
1,891.44 27.19
6,381.08 91.74
574.34 8.26
18.09 0.26
592.43 8.52
154.89 2.23
(217.50) @.13)
(62.61) (0.90)
655.04 9.42
(6.36) (0.09)
2.22 0.03
(0.02) 0.00"
(45.11) (0.65)
(49.27) (0.71)
605.77 871

Fiscal 2019
in? % of
million total
income

377.55 5.87
1,682.36 26.16
5,983.67 93.06
446.46 6.94
18.09 0.28
464.55 7.22
155.96 2.43
(8.11) (28)
137.85, 2.14
326.70 5.08
(487) (0.08)
1.70 0.03
(0.75) (0.01)
(84.49) (131)
(88.41) (1.37)
238.29 371
 

Particulars For three months period Fiscal 2021 Fiscal 2020 Fiscal 2019

ended 30 June 2021
ing % of ing % of ing % of in? % of
million total million total million total million total
income income income income
period/ year
(A+B)
Restated
Earnings per
equity share
(Nominal value
per equity share
of 710)
- Basic (in 2.10 z 24.10 = 11.57 z 5.76 7
»
- Diluted 1.78 z 20.48 = 9.84 z 4.90 7
(in?)

 

“Amount is below the rounding off norm adopted

Components of Income and Expenditure

Total Income

Our total income comprises our revenue from operations and other income.

Revenue from operations

Our revenue from operations comprises sale of products, sale of services, and other operating revenues.

Our revenue from sale of products accounted for 91.30%, 90.32%, 93.54% and 92.59% of our total income for
the three months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019, respectively. Our revenue from
sale of services accounted for 3.22%, 1.54%, 1.92% and 2.97% of our total income for the three months period
ended June 30, 2021 and Fiscals 2021, 2020 and 2019, respectively.

Our other operating revenues accounted for 2.04%, 2.17%, 3.00% and 3.00% of our total income for the three
months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019, respectively. Our other operating revenues
comprise revenue from sale of scrap, commission income in relation to sales and marketing support for our joint
venture, Hosch India, duty drawback and other export incentives and service fees.

 

 

Particulars For three months Fiscal 2021 Fiscal 2020 Fiscal 2019
period ended 30 June
2021
in? % of ine % of in? % of ine % of
million Total million Total million Total million Total
revenue revenue revenue revenue
from from from from
operations operations operations operations
Sale of 1,637.79 94.56 7,737.28 96.05 6,506.37 95.00 5,953.42 93.94
products (A)
Sale of 57.72 3.33 131.82 1.64 133.66 1.95 191.00 3.01
services (B)
Other 36.56 att 186.12 2.31 208.44 3.05 193.15 3.05
operating
revenue (C)
Total 1,732.07 100.00 8,055.22 100.00 6,848.47 100.00 6,337.57 100.00
Revenue
from
operations
(A+B+C)
Other income

Our other income accounted for 3.44%, 5.97%, 1.54% and 1.44% of our total income for the three months period
ended June 30, 2021 and Fiscals 2021, 2020 and 2019, respectively.

339
Our other income comprises interest income on financial instruments (measured at amortized cost), interest income
on income tax refund, dividend income from investments, net fair value gain on investments, net gain on sale of
investments, mark-to-market profit on derivative instruments, liabilities/ provisions no longer required written
back, a one-time government grant received on account of Covid-19 in Fiscal 2021, net gain on foreign currency
transaction and translation and miscellaneous receipts. All the afore-mentioned are non-recurring in nature.

Expenses
Cost of materials consumed
Our cost of materials consumed comprises cost of raw materials.

The following table sets out the cost of our materials consumed as a percentage of our total income for the periods
indicated:

 

Particulars For three months Fiscal 2021 Fiscal 2020 Fiscal 2019
period ended June
30, 2021
int % of in® % of int % of in® % of
million total _— million _—total__~_—million_—total_~_—imilllion _total
income income income income

Cost of materials consumed 764.32 42.61 3,282.36 38.31 2,847.43 40.94 2,650.29 41.22

 

Change in inventories of finished goods and work in progress

Our change in inventories of finished goods and work-in-progress indicate the difference between our opening
and closing inventory of, finished goods and work-in-progress, and the exchange difference. Change in inventories
of finished goods and work-in-progress accounted for (4.40)%, (0.52)%, (1.57)% and (1.19)% of our total income
for the three months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019, respectively.

Employee benefits expense

Employee benefits expense primarily comprise salary and wages, contributions to provident and other funds and
staff welfare expenses. Employee benefits expense accounted for 19.52%, 14.32%, 16.58% and 17.32% of our
total income for the three months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019, respectively.

Finance Costs

Finance costs comprise (a) interest expenses on leases, income tax and others; (b) other borrowing costs; and (c)
applicable loss on foreign currency transactions and translations. Finance costs accounted for 2.01%, 2.02%,
3.08% and 3.67% of our total income for the three months period ended June 30, 2021 and Fiscals 2021, 2020 and
2019, respectively.

Depreciation and amortisation expenses

Depreciation and amortisation expense comprises (a) depreciation of property, plant and equipment; (b)
depreciation of right of use of asset; and (c) amortisation of intangible assets. Depreciation and amortisation
expenses accounted for 5.85%, 4.69%, 5.51% and 5.87% of our total income for the three months period ended
June 30, 2021 and Fiscals 2021, 2020 and 2019, respectively.

Other expenses

Other expenses primarily comprised manufacturing expenses (which consisted of expenses in relation to stores,
spares and tool consumed, power and fuel, repairs and maintenance towards machinery, building, and others),
administrative expenses (which primarily consisted of professional and consultancy charges, rent, travelling
expenses, managerial remuneration, insurance charges and others), and selling expenses (which comprised
packing and forwarding, warranty expenses, carriage outwards, and sales promotion expenses).

Our other expenses accounted for 25.72%, 20.03%, 27.19% and 26.16% of our total income for the three months
period ended June 30, 2021 and Fiscals 2021, 2020 and 2019, respectively.

Restated profit before tax

340
Our restated profit before tax was 2161.83 million, 71,838.62 million, 7592.43 million and 2464.55 million for
the three months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019, respectively.

Tax expenses
Our tax expenses include current tax and deferred tax.

Our current tax was 269.67 million, 372.81 million, 7154.89 million and 7155.96 million for the three months
period ended June 30, 2021 and Fiscals 2021, 2020 and 2019, respectively.

Our deferred tax charge/ (income) was (26.66) million, 3101.76 million, 2(217.50) million, and %(18.11) million
for the three months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019, respectively.

Restated total profit for the period/year

Our restated total profit for the period/year was 2118.82 million, 71,364.05 million 7655.04 million and 3326.70
million for the three months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019, respectively.

Restated other comprehensive income/ (loss) for the period/year

Our restated other comprehensive income/ (loss) for the period/ year was 255.48 million, 2140.63 million,
%(49.27) million, and %(88.41) million for the three months period ended June 30, 2021 and Fiscals 2021, 2020
and 2019, respectively.

Restated total comprehensive income/(loss) for the period/year

Our restated total comprehensive income for the period/year was %174.30 million, 21,504.68 million, 3605.77
million, and 2238.29 million for the three months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019,

respectively.

Our restated total comprehensive income for the period/year accounted for 9.72%, 17.56%, 8.71% and 3.71% of
our total income for the three months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019, respectively.

Three months period ended June 30, 2021

Total Income

Our total income for the three months period ended June 30, 2021 was 21,793.86 million.
Revenue from operations

Our revenue from operations for the three months period ended June 30, 2021 was 21,732.07 million and
accounted for 96.56% of our total income.

Revenue from sale of products

Our revenue from sale of products was 21,637.79 million and accounted for 91.30% of our total income, for the
three months period ended June 30, 2021.

Revenue from Sale of Services

Our revenue from sale of services was 757.72 million and accounted for 3.22% of our total income in the three
months period ended June 30, 2021.

Other operating revenues

Our other operating revenue aggregated to 236.56 million and accounted for 2.04% of our total income in the
three months period ended June 30, 2021.

Other income

Our other income was 261.79 million and accounted for 3.44% of our total income, in the three months period
ended June 30, 2021.

341
Expenses
Cost of materials consumed

Our cost of materials consumed was 2764.32 million and accounted for 42.61% of our total income in the three
months period ended June 30, 2021.

Change in inventories of finished goods and work in progress

Our stock of finished goods and work-in-progress was 2700.16 million as on April 1, 2021.
Our stock of finished goods and work-in-progress was 787.25 million as on June 30, 2021.
Employee benefits expense

Our employee benefits expense was %350.25 million and came to 19.52% of our total income in the three months
period ended June 30, 2021.

Finance costs

Our finance costs were 236.13 million and accounted for 2.01%, of our total income, for the three months period
ended June 30, 2021.

Depreciation and amortisation expense

Our depreciation and amortisation expense was 7105.00 million and accounted for 5.85% of our total income, for
the three months period ended June 30, 2021.

Other expenses

Our other expenses were 2461.34 million and came to 25.72% of our total income in the three months period
ended June 30, 2021.

Restated profit before tax Our restated profit before tax was 161.83 million for three months period ended June
30, 2021.

Tax expenses

Our total tax expense was 43.01 million for the three months period ended June 30, 2021.
Restated total profit

Our restated total profit was 7118.82 million for the three months period ended June 30, 2021.

Our restated total profit was 6.62%, as a percentage of our total income, for the three months period ended June
30, 2021.

Restated total comprehensive income
Our restated total comprehensive income was 2174.30 million for the three months period ended June 30, 2021.

Our restated total comprehensive income came to 9.72%, as a percentage of our total income, for the three months
period ended June 30, 2021.

Fiscal 2021 compared to Fiscal 2020
Total Income

Our total income increased by 21,611.42 million, or 23.17%, from %6,955.42 million in Fiscal 2020 to 78,566.84
million in Fiscal 2021, on account of the factors discussed below.

342
Revenue from operations

Our total revenue from operations increased by 21,206.75 million, or 17.62%, from 26,848.47 million in Fiscal
2020 to 28,055.22 million in Fiscal 2021. This was primarily attributable to an increase in the sale of products
from 26,506.37 million in Fiscal 2020 to 27,737.28 million in Fiscal 2021. However, such increase was partially
offset by a reduction in revenue from sale of services, which decreased from 2133.66 million in Fiscal 2020 to
2131.82 million in Fiscal 2021 and a reduction in duty drawback and other export incentives which decreased
from 2158.45 million in Fiscal 2020 to 2118.79 million in Fiscal 2021.

The reduction in revenue from duty drawback and other export incentives in Fiscal 2021 was on account of a
decrease in export incentive on account of the Merchandise Exports From India Scheme (MEIS) benefit being
capped between September 2020 and December 2020 and thereafter discontinuation of MEIS from January 1,
2021 and introduced Remission of Duties and Taxes on Export Products (RODTEP) Scheme, a new export benefit
scheme with effect from January 1, 2021, the rates for which were notified on August 17, 2021. This resulted in
lower income on account of export benefits.

Further, our revenue from operations from India business increased by 2152.41 million, or 20.17%, from 2755.51
million in Fiscal 2020 to 2907.92 million in Fiscal 2021, while our revenue from operations from outside India
increased by 21,076.66 million, or 18.30%, from %5,884.52 million in Fiscal 2020 to 26,961.18 million in Fiscal
2021.

The increase in our revenue from operations from our overseas business was primarily attributable to an increased
sale of DynaPrime mill liners in North America and South America; and higher carry over orders from Fiscal
2020 of non DynaPrime mill liners and continuous order flow in Fiscal 2021. This was offset by lower and delayed
repeat orders in EMER due to higher life of product supplied.

Further, the increase in our revenue from operations from our domestic business was primarily attributable to
increase in sales of mill liners (other than DynaPrime) from project business and non-mill products.

Our revenue from operations accounted for 94.03 % of our total income in Fiscal 2021, compared to 98.46% in
Fiscal 2020.

Revenue from sale of products

Our revenue from sale of products increased by 21,230.91 million, or 18.92%, from 26,506.37 million in Fiscal
2020 to 27,737.28 million in Fiscal 2021, primarily as a result of increase in volume of growth and improved
realization.

Our revenue from sale of products accounted for 90.32% of our total income in Fiscal 2021, compared to 93.54%
in Fiscal 2020.

Revenue from Sale of Services

Our revenue from sale of services decreased by 21.84 million, or 1.38 %, from 133.66 million in Fiscal 2020 to
2131.82 million in Fiscal 2021, primarily as a result of decline in installation income which is in line with previous
Fiscals. This was also due to a one-time project installation order received from certain overseas customers, which
had resulted in an increase in installation income in Fiscal 2020.

Our revenue from sale of services accounted for 1.54 % of our total income in Fiscal 2021, compared to 1.92 %
in Fiscal 2020.

Other operating revenues

Our other operating revenues decreased by 222.32 million, or 10.71%, from % 208.44 million in Fiscal 2020 to
2186.12 million in Fiscal 2021. This was primarily as a result of a decrease in export incentive on account of the
Merchandise Exports from India Scheme (MEIS) benefit being capped between September 2020 and December
2020 and thereafter discontinuation of MEIS from January 1, 2021, and partially offset by an increase in the sale
of scrap and other operating income which consists of service fee and commission income.

Our other operating revenues accounted for 2.17% of our total income in Fiscal 2021, compared to 3.00% in Fiscal
2020.

343
Other income

Our other income increased by 2404.67 million, or 378.37%, from 2106.95 million in Fiscal 2020 to %511.62
million in Fiscal 2021, primarily as a result of increase in net gain on foreign currency transactions and translations
of 2277.40 million, mark to market profit on derivative instruments (net) of 261.59 million on derivatives,
government grant of 242.59 million earned on account of Covid-19 in Fiscal 2021. The net gain on foreign
currency transactions and translations was mainly due to the local currency of one of our subsidiaries
strengthening against the USD resulting in gains.

The government grant of 342.59 million was earned as a one-time grant in Fiscal 2021 on account of Covid-19 in
Fiscal 2021 from the governments of various countries in which we operate. These were provided for certain
operating expenses such as salaries and wages and in terms of certain interest free borrowings and forgivable
loans.

Our other income accounted for 5.97% of our total income in Fiscal 2021, compared to 1.54% in Fiscal 2020.
Expenses
Cost of materials consumed

Our cost of materials consumed increased by 2434.93 million, or 15.27 %, from 22,847.43 million in Fiscal 2020
to 23,282.36 million in Fiscal 2021. This is primarily as a result of increase in the purchase of raw materials
consumed on account of higher production resulting from an increase in volume of sales. Such increase was due
the overall growth of our business.

Our cost of materials consumed accounted for 38.31% of our total income in Fiscal 2021, compared to 40.94% in
Fiscal 2020.

Changes in inventories of finished goods and work in progress

Inventories of finished goods and work-in-progress at the beginning of the Fiscal year 2020 was 2511.39 million,
while the inventories of finished goods and work-in-progress at the end of Fiscal year 2020 was 2604.34 million.

Inventories of finished goods and work-in-progress at the beginning of the Fiscal year 2021 was 3604.34 million,
while the inventories of finished goods and work-in-progress at the end of Fiscal year 2021 was 2700.16 million.
The changes in inventories and work in progress was primarily a result of decrease in foreign exchange gain on
translation.

Employee benefits expense
Our employee benefits expense marginally increased by 273.36 million, or 6.36%, from 21,153.34 million in
Fiscal 2020 to 21,226.70 million in Fiscal 2021, primarily as a result of increase in the number of employees

owing to an increase in operating activities as well as an increase in salaries and wages in Fiscal 2021.

Our employee benefits expense accounted for 14.32% of our total income in Fiscal 2021, compared to 16.58% in
Fiscal 2020.

Finance costs

Our finance costs decreased by 241.61 million, or 19.41%, from 2214.39 million in Fiscal 2020 to 2172.78 million
in Fiscal 2021. This decrease was primarily as a result of decrease in our borrowings, lower utilisation and lower
cost of funds during Fiscal 2021.

Our finance costs accounted for 2.02% of our total income in Fiscal 2021, compared to 3.08% in Fiscal 2020.
Depreciation and amortisation expenses

Our depreciation and amortisation expenses marginally increased by 218.25 million, or 4.76%, from 2383.55
million in Fiscal 2020 to 2401.80 million in Fiscal 2021, primarily as a result of increase in capital expenditure on

property, plant and equipment, leading to higher depreciation.

Our depreciation and amortisation expense accounted for 4.69% of our total income in Fiscal 2021, compared to
5.51% in Fiscal 2020.

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Other expenses

Our other expenses decreased by 2175.62 million, or 9.28%, from 2 1,891.44 million in Fiscal 2020 to 21,715.82
million in Fiscal 2021. This is primarily as a result of decrease in administrative expenses (primarily due to a
decrease in travelling expenses) and selling expenses (primarily due to a decrease in marketing expenses) and no
mark-to-market net losses on derivatives.

Our other expenses accounted for 20.03% of our total income in Fiscal 2021, compared to 27.19% in Fiscal 2020.
Restated profit before tax

Our share of restated net profit of joint venture accounted for using the equity method increased by 28.69 million,
or 48.04%, from 218.09 million in Fiscal 2020 to 226.78 million in Fiscal 2021, primarily as a result of growth in

business.

Our share of restated net profit of joint venture accounted for using the equity method is 0.31% of our total income
in Fiscal 2021, compared to 0.26% in Fiscal 2020.

For the reasons discussed above, our restated profit before tax increased by 21,246.19 million, or 210.35%, from
%592.43 million in Fiscal 2020 to 21,838.62 million in Fiscal 2021.

Our restated profit before tax accounted for 21.46% of our total income in Fiscal 2021, compared to 8.52% in
Fiscal 2020.

Tax expenses

Our total tax expense/ (credit) increased by 7537.18 million from %(62.61) million in Fiscal 2020 to 2474.57 million
in Fiscal 2021. This was driven by an increase in current tax expenses and deferred tax charge in Fiscal 2021. The
higher current tax was as a result of the growth in the business, resulting in higher profit, while the higher deferred
tax charge was primarily due to reversal of deferred tax asset recognised on the accumulated losses of one of our
subsidiaries, Tega Chile in Fiscal 2020, which was reversed on the basis of profits of Tega Chile in Fiscal 2021.
Restated total profit for the year

For the reasons discussed above, our restated total profit for the year increased by 7709.01 million, or 108.24%,
from 2655.04 million in Fiscal 2020 to 21,364.05 million in Fiscal 2021.

Our restated total profit for the year accounted for 15.92% of our total income in Fiscal 2021, compared to 9.42%
in Fiscal 2020.

Restated total comprehensive income for the year
Our restated total comprehensive income for the year increased by %898.91 million, or 148.39%, from 2605.77
million in Fiscal 2020 to 21,504.68 million in Fiscal 2021, due to the factors discussed above, including an

increase in our other income due to net gain on foreign currency transactions and translations.

Our restated total comprehensive income for the year accounted for 17.56% of our total income in Fiscal 2021,
compared to 8.71% in Fiscal 2020.

Fiscal 2020 compared to Fiscal 2019
Total Income

Our total income increased by %525.29 million, or 8.17%, from %6,430.13 million in Fiscal 2019 to %6,955.42
million in Fiscal 2020, on account of the factors discussed below.

Revenue from operations
Our total revenue from operations increased by %510.90 million, or 8.06%, from 26,337.57 million in Fiscal 2019
to 2 6,848.47 million in Fiscal 2020. This was primarily attributable to an increase in the sale of products from

25,953.42 million in Fiscal 2019 to 26,506.37 million in Fiscal 2020 and increase in duty drawback and other
export incentives from = 144.53 million in Fiscal 2019 to 2158.45 million in Fiscal 2020. However, such increase

345
was partially offset by a reduction in revenue from sale of services, which decreased from 2191.00 million in
Fiscal 2019 to 2133.66 million in Fiscal 2020.

Further, our revenue from operations from India business increased by 250.64 million, or 7.18%, from 3704.87
million in Fiscal 2019 to 2755.51 million in Fiscal 2020, while our revenue from operations outside India increased
by 2444.97 million, or 8.18%, from 25,439.55 million in Fiscal 2019 to 25,884.52 million in Fiscal 2020.

The increase in our revenue from operations outside India was primarily attributable to an increased sale of
DynaPrime mill liners in North America, South America and EMER. This was offset by lower and delayed orders
in Africa by certain customers and two major mines in Africa under maintenance; and lower revenue from Asia
Pacific due to loss of few customers.

Further, the increase in our revenue from operations from India was primarily attributable to increase in sales of
non-mill products.

Our revenue from operations accounted for 98.46% of our total income in Fiscal 2020, compared to 98.56 % in
Fiscal 2019.

Revenue from sale of products

Our revenue from sale of products increased by 3552.95 million, or 9.29%, from %5,953.42 million in Fiscal 2019
to 26,506.37 million in Fiscal 2020, primarily as a result of increase in the volume of growth.

Our revenue from sale of products accounted for 93.54% of our total income in Fiscal 2020, compared to 92.59%
in Fiscal 2019.

Sale of Services

Our revenue from sale of services decreased by 257.34 million, or 30.02%, from 7191.00 million in Fiscal 2019
to 2133.66 million in Fiscal 2020, primarily as a result of decline in installation income which is in line with
previous Fiscals. This was primarily due to a one-time project installation order received from certain overseas
customers in Fiscal 2019.

Our revenue from sale of services accounted for 1.92% of our total income in Fiscal 2020, compared to 2.97% in
Fiscal 2019.

Other operating revenues
Our other operating revenues marginally increased by 215.29 million, or 7.92 %, from 2193.15 million in Fiscal
2019 to 2208.44 million in Fiscal 2020. This was primarily as a result of an increase in duty drawback and export

incentives.

Our other operating revenues accounted for 3.00% of our total income in Fiscal 2020, compared to 3.00% in Fiscal
2019.

Other income

Our other income increased by 714.39 million, or 15.55%, from 292.56 million in Fiscal 2019 to 7106.95 million
in Fiscal 2020, primarily as a result of increase in foreign exchange gain (net), an increase in the liabilities no longer
required written back and net gain on foreign currency transactions and translations. This was offset by a decrease
in the net gain on the sale of investments and a decrease in net mark to market gains on derivatives.

Our other income accounted for 1.54% of our total income in Fiscal 2020, compared to 1.44% in Fiscal 2019.
Expenses

Cost of materials consumed

Our cost of materials consumed increased by 2197.14 million, or 7.44%, from 22,650.29 million in Fiscal 2019 to
22,847.43 million in Fiscal 2020. This is primarily as a result of increase in the purchase of raw materials consumed

on account of higher production resulting from an increase in volume of sales. Such increase was due the overall
growth of our Company.

346
Our cost of materials consumed accounted for 40.94% of our total income in Fiscal 2020, compared to 41.22% in
Fiscal 2019.

Change in inventories of finished goods and work in progress

Inventories of finished goods and work-in-progress at the beginning of the Fiscal 2019 was 2441.26 million while
Inventories of finished goods and work-in-progress at the end of the Fiscal 2019 was 2511.39 million.

Inventories of finished goods and work-in-progress at the beginning of the Fiscal 2020 was 2511.39 million while
Inventories of finished goods and work-in-progress at the end of the Fiscal 2020 it was 604.34 million.

The changes in inventories and work in progress were primarily a result of increased production of finished goods
and work in progress stock due to an increase in volume of sales.

Employee benefits expense
Our employee benefits expense marginally increased by 239.43 million, or 3.54%, from 21,113.91 million in
Fiscal 2019 to 21,153.34 million in Fiscal 2020, primarily as a result of increase in the number of employees

owing to an increase in operating activities as well as an increase in salaries and wages in this period.

Our employee benefits expense accounted for 16.58% of our total income in Fiscal 2020, compared to 17.32% in
Fiscal 2019.

Finance costs

Our finance costs decreased by 221.63 million, or 9.16 %, from 2236.02 million in Fiscal 2019 to 3214.39 million
in Fiscal 2020. This decrease was primarily as a result of decrease in lower cost of fund during this period.

Our finance costs accounted for 3.08% of our total income in Fiscal 2020, compared to 3.67% in Fiscal 2019.
Depreciation and amortisation expenses

Our depreciation and amortisation expenses increased by 26.00 million, or 1.59 %, from 377.55 million in Fiscal
2019 to 3383.55 million in Fiscal 2020, primarily as a result of increase in capital expenditure on property, plant

and equipment, leading to higherdepreciation.

Our depreciation and amortisation expenses accounted for 5.51% of our total income in Fiscal 2020, compared to
5.87% in Fiscal 2019.

Other expenses

Our other expenses increased by 2209.08 million, or 12.43%, from 21,682.36 million in Fiscal 2019 to 21,891.44
million in Fiscal 2020. This is primarily as a result of increase in mark-to-market net losses on derivatives, increase
in foreign exchange losses and increase in the provisions for expected credit losses (ECL).

Our other expenses accounted for 27.19% of our total income in Fiscal 2020, compared to 26.16% in Fiscal 2019.

Restated profit before tax

Our share of restated net profit of joint venture accounted for using the equity method remained constant, from
218.09 million in Fiscal 2019 to 18.09 million in Fiscal 2020.

Our share of restated net profit of joint venture accounted for using the equity method is 0.26% of our total income
in Fiscal 2020, compared to 0.28% in Fiscal 2019.

For the reasons discussed above, our restated profit before tax increased by 2127.88 million, or 27.53%, from
2464.55 million in Fiscal 2019 to 2592.43 million in Fiscal 2020.

Our restated profit before tax accounted for 8.52% of our total income in Fiscal 2020, compared to 7.22% in Fiscal
2019.

347
Tax expense

Our total tax expenses decreased by = 200.46 million, or 145.42%, from 137.85 million in Fiscal 2019 to % (62.61)
million in Fiscal 2020. This was driven by a decrease in current tax expenses and increase in the deferred tax
credit in Fiscal 2020. The deferred tax credit in Fiscal 2020 was primarily due to deferred tax asset recognised on
the accumulated losses of one of our subsidiaries, Tega Chile.

Restated total profit for the year

For the reasons discussed above, our restated total profit for the year increased by 7328.34 million, or 100.50%,
from 2326.70 million in Fiscal 2019 to 655.04 million in Fiscal 2020.

Our restated total profit for the year accounted for 9.42 % of our total income in Fiscal 2020, compared to 5.08 %
in Fiscal 2019.

Restated total comprehensive income for the year

Our restated total comprehensive income for the year increased by 2367.48 million, or 154.22%, from 2238.29
million in Fiscal 2019 to 605.77 million in Fiscal 2020.

Our restated total comprehensive income for the year accounted for 8.71% of our total income in Fiscal 2020,
compared to 3.71% in Fiscal 2019.

Financial Condition, Liquidity and Capital Resources

Historically, we have maintained liquidity for our business operations primarily from the cash generated from
operations and bank borrowings. As of June 30, 2021, we had cash and cash equivalents in our operations of
2645.77 million. From time to time, we may obtain loan facilities to finance our short term working capital
requirements. For further information, see “Management’s Discussion and Analysis of Financial Condition and
Results of Operations - Indebtedness” below. Based on our current level of expenditures, we believe that our
current working capital, together with cash flows from operating activities will be adequate to meet our anticipated
cash requirements for capital expenditure and working capital for the next 12 months.

  

Cash Flows

The following table sets forth selected items from our Restated Consolidated Financial Information-Restated
Consolidated Statement of Cash Flows for the periods indicated:

 

(in % million)
Particulars Three Fiscal
months 2021 2020 2019

period ended

30 June 2021
Net cash generated from operating activities 492.35 1,702.46 1,283.75 686.69
Net cash (used in) investing activities (205.76) (797.29) (1,012.97) (134.21)
Net cash (used in) financing activities (118.59) (790.04) (92.03) (932.12)
Net increase/ (decrease) in cash and cash 168.00 115.13 178.75 (379.64)
equivalents
Cash and cash equivalents as at beginning of 478.70 368.63 192.64 576.91
period/ year
Exchange differences on translation of foreign (0.93) (6.06) (2.76) (4.63)
currency cash and cash equivalents
Cash and cash equivalents as at end of period/ year 645.77 478.70 368.63, 192.64

 

Cash flow from operating activities

Net cash generated from operating activities for three months period ended June 30, 2021 was 492.35 million
and our restated operating profit before working capital changes for that period was 2290.39 million. The key
adjustments were made to restated operating profit before working capital changes to arrive at cash flow from
operating activities:

(a) Decrease in Non-Current / Current financial and other assets of 2497.69 million primarily on account
decrease in receivables.

348
(b) (Increase) in inventories of (491.33) million primarily on account of building up the inventory to ensure
adequate material in plant so to take care of production amidst challenges in supply chain due to COVID
Pandemic.

(co) Increase in Non-Current / Current financial and other liabilities/ provisions of 247.47 million primarily
on account of increase in trade payable.

Net cash generated from operating activities in Fiscal 2021 was %1,702.46 million and our restated operating profit
before working capital changes for that period was 2,390.70 million. The key adjustments were made to restated
operating profit before working capital changes to arrive at cash flow from operating activities:

(a) (Increase) in Non Current/ Current financial and other assets of (396.65) million primarily on account
of commensurate increase in revenue from operations.

(b) (Increase) in inventories of %(312.92) million primarily on account of commensurate increase in revenue
from operations.

(3) Increase in Non Current/ Current financial and other liabilities/ provisions of 3324.69 million primarily
on account of acceptance

Net cash generated from operating activities in Fiscal 2020 was 21,283.75 million and our restated operating profit
before working capital changes for that period was 21,358.74 million. The key adjustments were made to restated
operating profit before working capital changes to arrive at cash flow from operating activities:

(a) Decrease in Non Current/ Current financial and other assets of 430.51 million primarily on account of
improved collections.

(b) (Increase) in inventories of = (165.18) million primarily on account of commensurate increase in revenue
from operations.

(co) (Decrease) in Non Current/ Current financial and other liabilities/ provisions of (145.07) million
primarily on account of lower acceptance.

Net cash generated from operating activities in Fiscal 2019 was 3686.69 million and our restated operating profit
before working capital changes for that period was 21,169.35 million.

The key adjustments were made to restated operating profit before working capital changes to arrive at cash flow
from operating activities:

(a) (Increase) in Non Current/ Current financial and other assets of (389.90) million primarily on account
of commensurate increase in revenue from operations.

(b) (Increase) in inventories of %(100.18) million primarily on account of commensurate increase in revenue
from operations.

(co) Decrease in Non Current/ Current financial and other liabilities/ provisions of 153.70 million primarily
on account of trade payables.

Cash flow from investing activities

Net cash (used in) investing activities in the three months period ended June 30, 2021 was 2205.76 million,
primarily consisting of purchase of capital assets of 793.11 million and payment for purchase of investments of
2319.98 million. This was partially offset by proceeds from sale of investments of 206.93 million, sale of capital
assets of 21.61 million and interest received of 20.95 million.

Net cash (used in) investing activities in Fiscal 2021 was 2797.29 million, primarily consisting of purchase of
capital assets of 486.12 million, payment for purchase of investments of 21,659.56 million and deposits with
bank placed of 2111.02 million. This was partially offset by proceeds from sale of investments of 21,341.46
million, deposits with bank matured of 2110.06 million, interest received of 23.37 million and dividend received
of 22.25 million.

Net cash (used in) investing activities in Fiscal 2020 was 21,012.97 million, primarily consisting of purchase of
capital assets of 3277.99 million, payment for purchase of investments of 21,244.30 million and deposits with

349
bank placed of 2202.36 million. This was partially offset by proceeds from sale of investments of 7486.68 million,
deposits with bank matured of 2199.26 million, interest received of 5.42 million and dividend received of 26.75
million.

Net cash (used in) investing activities in Fiscal 2019 was 134.21 million, primarily consisting of purchase of
capital assets of 2261.57 million, payment for purchase of investments of 606.96 million and deposits with bank
placed of 2325.19 million. This was partially offset by proceeds from sale of investments of 2711.96 million,
proceeds from the disposal of a subsidiary of 27.45 million, deposits with bank matured of 2326.45 million,
interest received of 23.86 million and dividend received of 22.25 million.

  

Cash Flow from financing activities

Net cash (used in) financing activities in the three months period ended June 30, 2021 was 2118.59 million. This
primarily consisted of repayment of long term borrowings of 747.75 million, repayment of short-term borrowings
(net) of 28.27 million, finance cost paid of 722.66 million, finance cost paid on account of lease liability of 36.54
million and repayment of lease liability of 221.88 million.

Net cash (used in) financing activities in Fiscal 2021 was 2790.04 million. This primarily consisted of repayment
of long term borrowings of 3128.36 million, repayment of short-term borrowings (net) of 3574.03 million, finance
cost paid of 2110.71 million, finance cost paid on account of lease liability of 326.52 million and repayment of
lease liability of 377.32 million. This was partially offset by 7171.46 million received as proceeds from long term
borrowings.

Net cash (used in) financing activities in Fiscal 2020 was 292.03 million. This primarily consisted of repayment
of long term borrowings of %564.18 million, finance cost paid of 7168.51 million, finance cost paid on account of
lease liability of 225.71 million and repayment of lease liability of 353.56 million. This was partially offset by
2697.59 million received as proceeds from long term borrowings and 245.48 million received as proceeds from
short term borrowings (net).

Net cash (used in) financing activities in Fiscal 2019 was 932.12 million. This primarily consisted of repayment
of long term borrowings of 7450.27 million, repayment of short term borrowings (net) of 2206.81 million, finance
cost paid of 7196.06 million, finance cost paid on account of lease liability of 29.23 million and repayment
towards lease liability of 236.42 million.

Indebtedness

Set forth below is a summary of our Company’s aggregate borrowings, in a consolidated basis, as on September
30, 2021 For further information, see “Financial Indebtedness” on page 314:

 

 

(in million, unless otherwise specified)
Category of borrowing Sanctioned amount Outstanding amount as on September 30
2021"

Secured
Term loans 1242.46 945.87
Working capital facilities

- Fund based“) 2118.13 793.54

= Non-fund based 817.86 1084.96
Unsecured
Term Loans 58.73 43.35
Total 4237.18 2,867.72

 

‘Note: The exchange rates as of September 30, 2021 for the relevant currencies are i) USD = %74.23 (Source: FEDAl), ji) CAD = 58.33
(Source: FEDAL), iii) CLP = 20.09205 (Source: Oanda), iv) ZAR = %4.90 (Source: FEDAI), and v) UF= 230,088.37 CLP (Source: Central
Bank of Chile)

“As certified by SDT & Co, Chartered Accountants, by way of their certificate dated November 10, 2021and December 6, 2021

“Includes the vehicle loans availed by our Company as on September 30, 2021

Out of this amount & 1,770 million is convertible to non- fund based facilities)

For the facility from ACF Capital to Tega Industries Chile SpA sanction limit is not ascertainable. As per terms of sanction it is upto the
discretion of the ACF Capital for sanctioning limit for the acceptance of the factoring which will be decided on contract to contract basis.
Hence, utilized amount of Rs.60.13 million is considered as sanctioned amount above.

The loan agreements that we have entered into with the lenders typically contain certain restrictive covenants that
limit our ability to undertake certain types of transactions. Also, see “Risk Factors — We may not meet our
obligations, including financial and other covenants under our debt financing arrangements, which could
adversely affect our cash flows, business, results of operations and financial condition.” on page 49.

350
Contingent Liabilities and Capital Commitments

The following table sets forth the principal components of our contingent liabilities and capital commitments:

 

(in @ million)
Particulars Asof June AsofMarch AsofMarch As of March
30, 2021 31, 2021 31, 2020 31, 2019

Claims against us not acknowledged as debt
- Disputed Excise Duty 14.75 14.75 14.75 25.37
- Disputed Service Tax 3.08 3.08 3.08 6.17
- Disputed Income Tax 64.54 64.54 10.45 85.18
- Disputed Sales Tax 6.56 6.56 13.89 26.82
- Disputed ESI Dues 2 3 5 0.31
Other money for which we are contingently liable*
- Customer claims* 4.05 4.05 4.05 19.74
- Surety in connection with bond executed by a group 1.50 1.50 1.50 1.50
company**
Commitment on Capital Account 52.90 56.40 11.20 67.41

 

* Extent of eventual liability, against a customer's claims, (not admitted by the Company) for alleged unsatisfactory product performance as
may arise, which is currently not ascertainable and no provision in this regard has been considered necessary by the Company;

“= Company is a surety in connection with a general bond executed by one of our Group Companies, MM Aqua Technologies Limited for the
due despatch of excisable goods for export without payment of duty.

For further information, see “Financial Statements — Restated Consolidated Financial Information — Annexure
V - Note 44A” on page 285.

Contractual Obligations and Commitments

Our estimated amount of contracts remaining to be executed on capital account and not provided for amounted to
%52.90 million as of June 30, 2021, 256.40 million as of March 31, 2021, 211.20 million as of March 31, 2020
and 267.41 million as of March 31, 2019.

Off-balance Sheet Arrangements

In the ordinary course of business, we do not have any material off-balance sheet arrangements that have or are
reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of
operations, liquidity, capital expenditures or capital resources that we believe are material to investors.

Related Party Transactions

We enter into various transactions with related parties in the ordinary course of business. For further information,
see “Risk Factors - We have entered into transactions with related parties. These or any future related party
transactions may potentially involve conflicts of interest and there can be no assurance that we could not have
achieved better terms, had such arrangements been entered into with unrelated parties.” and “Financial
Statements — Restated Consolidated Financial Information — Annexure V — Note No. 46” on pages 55 and 287,
respectively.

Auditor Qualifications

There are no qualifications in the audit reports that require adjustments in the Restated Consolidated Financial
Information.

Significant Developments after June 30, 2021

Except as set out in this Prospectus, to our knowledge, no circumstances have arisen since the date of the last
financial statements as disclosed in this Prospectus which have materially or adversely affected 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 12 months.

Quantitative and Qualitative Disclosure about Market Risks

General market risk

351
Market risk is the risk that changes in market prices, liquidity and other factors could have an adverse effect on
realizable fair values or future cash flows. Our activities expose us primarily to the financial risks of changes in
foreign currency exchange rates and interest rates.

Also see, “Risk Factors” on page 23.
Foreign exchange rate risk

Changes in currency exchange rates influence our results of operations We deal with foreign currency bank
accounts, trade receivables and contract assets, borrowings, trade payables and is therefore exposed to foreign
exchange risk associated with exchange rate movement. We operate internationally and portion of the business is
transacted in several currencies and consequently we are exposed to foreign exchange risk from sales overseas
and purchases from overseas suppliers in various foreign currencies. Foreign currency exchange rate exposure is
partly balanced by purchasing of goods, commodities and services in the respective currencies. We primarily use
derivatives to hedge its risk against foreign currency balances of borrowings, trade payables and trade receivables
and contract assets. Such exposures are managed within approved policy parameters utilising foreign exchange
forward contracts and options. We also have variable interest rate loan in foreign currency. To manage its risk
against interest rate movements we have taken an interest rate swap.

Also see, “Risk Factors” on page 23.
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 exposure
to the risk of changes in market interest rates relates primarily to our long-term debt obligations with floating
interest rates. Our main interest rate risk arises from long-term borrowings with variable rates, which expose the
us to cash flow interest rate risk. Our fixed rate borrowings are carried at amortised cost. They are therefore not
subject to interest rate risk as defined in Ind AS 107, since neither the carrying amount nor the future cash flows
will fluctuate because of a change in market interest rates.

Also see, “Risk Factors” on page 23.
Credit Risk

We are exposed to the risk that our counterparties may not comply with their obligations under a financial
instrument or customer contract, leading to a financial loss. We are exposed to credit risk from its operating
activities (primarily trade receivables and contract assets) including deposits with banks, investments and other
financial instruments. We periodically monitors the recoverability and credit risks of its other financial assets
including security deposits and other receivables. We mitigate our risk by diversification of bank deposits and
investments, and entering into transactions with a customer base largely comprising creditworthy counterparties,
however, there can be no assurance that our counterparties may not default on their obligations, which may
adversely affect our business and financial condition.

Also see, “Risk Factors” on page 23.
Liquidity Risk

Weare exposed to liquidity risk, which is the risk that an entity will encounter difficulty in meeting obligations
associated with financial liabilities that are settled by delivering cash or another financial asset. Prudent liquidity
risk management implies maintaining sufficient cash and marketable securities and the availability of funding
through an adequate amount of committed credit facilities to meet obligations when due and to close out market
positions. Due to the dynamic nature of the underlying businesses, our treasury maintains flexibility in funding
by maintaining availability under committed credit lines. We monitor rolling forecasts of the Company’s liquidity
position and cash and cash equivalents on the basis of expected cash flows.

Also see, “Risk Factors” on page 23.

352
Significant Economic Changes that Materially Affected or are likely to Affect Revenue from Operations

Except as described in this section and in “Risk Factors”, “Industry Overview” and “Business” on pages 23, 108
and 141, respectively, to our knowledge, there are no significant economic changes that materially affected our
operations or are likely to affect income from continuing operations.

Unusual or infrequent events or transactions

Except as discussed in this Prospectus, there have been no other events or transactions that, to our knowledge,
may be described as “unusual” or “infrequent”.

Known trends or uncertainties

To our knowledge, except as we have described in this Prospectus, including under this section and under “Risk
Factors” on page 23, there are no known trends or uncertainties, which we expect to have a material adverse
impact on our revenues or income from continuing operations.

Expected future changes in relationship between costs and revenues

Except as described in this section and in “Risk Factors” and “Business” on pages 23 and 141, respectively, to
our knowledge, there is no future relationship between expenditure and income that will have a material adverse
impact on our operations and finances.

Material increases in net sales or revenue

Material increases in our net sales or revenue are primarily due to the reasons described in the section “— Summary
of Results of Operations” above.

Total turnover of each major Industry segment

For the three months period ended June 30, 2021 and Fiscals 2021, 2020 and 2019, we operated in only a single
segment group. Operating segments are reported in a manner consistent with the internal reporting provided to
the chief operating decision maker, in accordance with the relevant accounting standards.

New Product or Business Segments
Other than as described above and in “Business” on page 141, there are no new products or business segments
that have or are expected to have a material impact on our business prospects, results of operations or financial

condition.

Significant regulatory changes that materially affected or are likely to affect income from continuing
operations

 

Except as described in “Risk Factors” and “Key Regulations and Policies in India” on pages 23 and 167,
respectively, there have been no significant regulatory changes that have materially affected or are likely to affect
our income from continuing operations.

The extent to which our business is seasonal
There is no seasonality in our business.
Competitive conditions

For a description of the competitive conditions in which we operate, see “Industry Overview” and “Business -
Competition” on pages 108 and 166, respectively.

Supplier or customer concentration

We procure certain of our primary raw materials, i.e. carbon black, high grade natural rubber, polyurethane rubber,
styrene-butadiene rubber and wear plates from certain key suppliers which are established players in India and
overseas. Further, we have a diversified client base with our top 10 customers accounting for 34.19%, 32.62%,
31.31% and 22.51% of our revenue from operations for the three months period ended June 30, 2021 and Fiscals
2021, 2020 and 2019, respectively. However, see, “Risk Factors - We are dependent on a few key suppliers of

353
certain raw materials and do not have long term contracts or exclusive arrangements with these key suppliers.

Accordingly, the loss of, or a significant reduction in supply by, such suppliers could adversely affect our
business, financial condition and results of operations” and “Business” on pages 28 and 141, respectively, and
the discussion of credit risk in “- Credit Risk” above.

Material developments since the last balance sheet date
No circumstances have arisen since June 30, 2021, the date of the Restated Consolidated Financial Information

disclosed in this Prospectus, which materially and adversely affect or are likely to affect the value of our
consolidated assets or our ability to pay our material liabilities within the next 12 months.

354
SECTION VI: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND OTHER MATERIAL DEVELOPMENTS

Except as stated in this section, there are no outstanding, (i) criminal proceedings; (ii) actions taken by statutory
or regulatory authorities; (iii) claims related to direct or indirect taxes, in a consolidated manner; or (iv) material
civil litigation as per the Materiality Policy, in each case involving our Company, Subsidiaries, Promoters or
Directors (collectively, the “Relevant Parties”). Further, except as stated in this section, there are no (i)
disciplinary actions including penalties imposed by SEBI or stock exchanges against our Promoters in the last
five Financial Years including any outstanding action. Furthermore, except as stated in this section, there is no
pending litigation involving our Group Companies, the adverse outcome of which may have a material impact on
our Company.

In accordance with the Materiality Policy, any outstanding civil litigation involving the Relevant Parties would
be considered ‘material’, if the monetary amount of claim made by or against the Relevant Party in any such
outstanding litigation is in excess of 0.5 % of the restated total profit for the year of our Company for Financial
Year 2021, being % 6.82 million as per the Restated Consolidated Financial Information or any other outstanding
litigation, an adverse outcome of which would materially and adversely affect our Company's busines
operations, prospects, financial position or reputation, irrespective of the amount involved in such litigation.

 

Except as stated in this section, there are no outstanding material dues to creditors of our Company. In
accordance with the Materiality Policy, any outstanding dues to any creditor of our Company would be considered
‘material’ if the amount of such outstanding dues to any creditor is in excess of 5% of the total consolidated trade
payables of our Company as at June 30, 2021, being %58.72 million as per the Restated Consolidated Financial
Information. Further, for outstanding dues to any party which is a micro, small or medium enterprise (“MSME ”),
the disclosure will be based on information available with the Company regarding status of the creditor as defined
under Section 2 of the Micro, Small and Medium Enterprises Act, 2006, as amended.

Further, it is clarified that for the purpose of the above, pre-litigation notices received by any of the Relevant
Parties from third parties (excluding those notices issued by statutory/regulatory/tax authorities) shall, in any
event, not be considered as litigation and accordingly have not been disclosed in this section until such time that
the Relevant Parties, as applicable, are impleaded as defendants in litigation proceedings before any judicial
forum.

Unless stated to the contrary, the information provided below is as of the date of this Prospectus.
L LITIGATION INVOLVING OUR COMPANY
A. Outstanding criminal proceedings involving our Company

Criminal proceedings by our Company

1. Our Company has filed three criminal complaints against Tecpro Systems Ltd., and its management,
under the Negotiable Instruments Act, 1881, in relation to dishonor of cheques. The matters are currently
pending before the 7th Judicial Magistrate, Alipore. The aggregate amount involved in these matters is
approximately 22.70 million.

B. Outstanding material civil proceedings involving our Company
Civil proceedings by our Company

1. Our Company has filed an application dated August 31, 2021 before the National Company Law
Tribunal, Hyderabad Bench (“NCLT™”) to initate corporate insolvency resolution process under the
Insolvency and Bankruptcy Code, 2016 against Tata Projects Limited (“Debtor”) and such proceedings,
the “Proceedings”). The Proceedings have been initiated to claim an amount of 215.43 million and
interest thereon from the Debtor pursuant to invoices raised by our Company for delivery of materials to
the Debtor and in this regard our Company had issued a demand notice dated August 17, 2020. The
Debtor responded to the said demand notice denying such claims and levying accusations of delayed
deliveries on our Company. Our Company has denied these accusations in the Proceeding and the matter
is currently pending before the NCLT.

355
 

Our Company filed a suit dated April 13, 2018, before the First Civil Judge, Senior Division (Alipore)
(“Civil Judge”) against Autodesk India Pvt. Ltd (“Autodesk”) alleging that Autodesk, through its audit,
was trying to block the perpetual software licenses acquired by our Company from Autodesk and was
coercing our Company to purchase 35 software licenses from it by, amongst others, threatening our
Company with legal consequences. Accordingly, our Company sought an ad interim injunction
restraining Autodesk from auditing/inspecting the computer system/network of our Company,
accessing/intruding into the software systems of our Company or blocking any of the softwares owned
by our Company. The Civil Judge passed an order dismissing the injunction application. Subsequently,
our Company filed an appeal before the District Court, Alipore (“District Court”), wherein the District
Court granted an ad interim injunction. Further, our Company filed a suit dated May 16, 2018 before the
District Court seeking a declaration, permanent injunction, and damages amounting to 210 million. The
suit is currently pending before the District Court.

Our Company filed a suit dated August 26, 2013, before the High Court of West Bengal at Calcutta
(“High Court”) against Kaveri Ultra Polymers (P) Ltd (“Kaveri Polymers’) alleging that Kaveri
Polymers was infringing a patent granted to our Company by manufacturing, using and supplying a
product which was identical to the patented invention of our Company, thereby causing huge loss and
damage to our Company. Accordingly, our Company is seeking, amongst other reliefs, a declaration,
perpetual injunction and damages amounting to 710 million. Further, our Company has filed an
injunction application before the High Court for restraining Kaveri Polymers from manufacturing,
offering, distributing and selling the patented product of our Company. The matter is currently pending
before the High Court.

Outstanding actions by statutory or regulatory authorities against our Company

The Inspector of Factories, Kalyani (“Inspector”) filed a petition dated June 17, 2010 before the
Additional Chief Judicial Magistrate, Kalyani, Nadia (“Additional CJM”), against Mehul Mohanka, the
then occupier of our manufacturing facility at Kalyani. The Inspector alleged that on an inspection of the
said manufacturing facility, he observed violations of various provisions of the Factories Act, 1948 and
the West Bengal Factories Rules, 1958, being (i) the height of the safety trip rod rubber mill machine
was more than the prescribed height; (ii) the transmission machinery was not fenced; (iii) copy of
supplementary report was not on demand; and (iv) register of accident and dangerous occurrences was
not updated. The matter is currently pending before the Additional CJM.

The Inspector filed a petition dated April 20, 2015 before the Additional CJM, against Aramudhavan Viji
Iyengar, the then occupier of our Company’s manufacturing facility at Kalyani. The Inspector alleged
that on an enquiry in relation to an accident at the facility wherein a trainee technicians’ left hand thumb
was amputated, it was found that our Company did not comply with various provisions of the Factories
Act, 1948 and the West Bengal Factories Rules, 1958. The matter is currently pending before the
Additional CJM.

Outstanding tax proceedings against our Company

The details with respect to direct tax and indirect tax proceedings involving our Company are set out
below:

 

Ss. Particulars Number of Aggregate amount involved (im ¢ million)*
No cases
1. Direct tax 8 192.06
2. Indirect tax 16 71.72
Total 24 263.78

 

* to the extent quantifiable

LITIGATION INVOLVING OUR SUBSIDIARIES

Outstanding actions by statutory or regulatory authorities involving any of our Subsidiaries
Statutory or regulatory action initiated by our Subsidiaries

Tega Chile

356
Tega Chile filed an administrative appeal before the 2" Santiago Labour Court, against the fine imposed
by the labour authority, as a consequence of an alleged lack of compliance with the requirements of the
termination letter that must be notified to the employees in case of employment termination. The labour
authority contended that in case of unilateral termination under section 161 of the Chilean Labour Code
(i.e. termination because of Company’s needs), the employer must justify the facts that support the
application of such legal course of termination. Tega Chile, on the other hand, claimed that such
requirement is not included within the formalities required in the Chilean Labour Code, and even though
the employer must justify the application of this legal course of termination if the employee litigates on
the issue, the termination letter does not need to include such justification, and thus cannot be basis of
such a fine. The 2"¢ Santiago Labour Court has so far passed an order dated July 13, 2021, wherein it has
admitted the appeal filed by Tega Chile, and has revoked the fine imposed by the labour authority. The
matter is pending before the 2" Santiago Labour Court.

Statutory or regulatory action initated against our Subsidiaries
Tega Chile

Certain employees of Tega Chile, namely Quezada Correa, Cristian Edgardo, Marcela Lizama Conejan,
amongst others, approached the 2™ Santiago Labour Court, claiming a demand against the unjustified
termination of their labour contracts and payment of pending labour obligations from Tega Chile. The
matter is currently pending before the 2"! Santiago Labour Court.

Certain employees of Tega Chile, namely Quezada Correa, Cristian Edgardo, Marcela Lizama Conejan,
amongst others, approached the San Miguel Labour Court, claiming a demand against the unjustified
termination of their labour contracts and payment of pending labour obligations from Tega Chile. The
matter is currently pending before the San Miguel Labour Court.

Certain employees of Tega Chile, namely Abarzua Ordenes, Patricio Andres, approached the 2"¢ Santiago
Labour Court, claiming a demand against the unjustified termination of their labour contracts and
payment of pending labour obligations from Tega Chile. The matter is currently pending before the 2"!
Santiago Labour Court.

Certain employees of Tega Chile, namely Bravo Fuentes, Cristian Marcelo, approached the 1‘ Santiago
Labour Court, claiming a demand against the unjustified termination of their labour contracts and
payment of pending labour obligations from Tega Chile. The matter is currently pending before the 1*
Santiago Labour Court.

LITIGATION INVOLVING OUR PROMOTERS

Outstanding actions by statutory or regulatory authorities against our Promoters

Mehul Mohanka

For details in relation to the petition dated June 17, 2010, filed by Inspector before the Additional CIM
against Mehul Mohanka, please refer to “-Litigation involving our Company- Outstanding action by

statutory or regulatory authorities against our Company ” above.

Outstanding tax proceedings involving our Promoters

 

S.No Particulars Number of cases ‘Aggregate amount involved
(inZ million)*

Madan Mohan Mohanka

1. Direct tax 2 0.22

Manju Mohanka

2. Direct tax 2 0.18

Manish Mohanka

3. Direct tax 5 0.40

Mehul Mohanka

4. Direct tax 7 2.49

Nihal Fiscal Services Pvt. Ltd

5. Direct tax 5 18.93

Total 21 22,22

 

* to the extent quantifiable

357
Iv. LITIGATION INVOLVING OUR DIRECTORS

A. Outstanding actions by statutory or regulatory authorities against any of our Directors
Mehul Mohanka
1. For details in relation to the petition dated June 17, 2010, filed by Inspector before the Additional CIM

against Mehul Mohanka, please refer to “-Litigation involving our Company- Outstanding action by
statutory or regulatory authorities against our Company ” above.

B. Outstanding tax proceedings involving our Directors

 

S.No Particulars Number of cases ‘Aggregate amount involved
(in 2 million)*
‘Madan Mohan Mohanka

1. Direct tax 2 0.22
Mehul Mohanka

2. Direct tax 7 2.49
Total 9 271

 

Outstanding dues to creditors

As per the Materiality Policy, creditors to whom an amount exceeding %58.72 million, which is 5% of the total
consolidated trade payables of our Company as on June 30, 2021, as per the Restated Consolidated Financial
Information, were considered ‘material’ creditors. Based on the above, there are two (2) material creditors of our
Company as at June 30, 2021 to whom an aggregate amount of 7236.32 million was outstanding. Based on this
criterion, details of outstanding dues (trade payables) owed to micro, small and medium enterprises (as defined
under Section 2 of the Micro, Small and Medium Enterprises Development Act, 2006), material creditors and
other creditors, as on June 30, 2021 by our Company, are set out below:

 

Type of creditors Number of creditors Amount involved"
(in 2 million)
Micro, small and medium enterprises 273 38.26
Material creditors 2 236.32
Other creditors™ 848 899.86
Total 1,123 1,174.44

 

“All the Figures of creditors have been rounded off to the nearest Million (with two places of decimal).

“ provision for creditor 145.20 Million includes
« IND AS adjustments of @(27.04) Million as per Restated Consolidated Financial Information.
© For the calculation of number of other creditors, provision is not considered.

The details pertaining to net outstanding dues towards our material creditors as on June 30, 2021 (along with the
names and amounts involved for each such material creditor) are available on the website of our Company at
http://tegaindustries.com/Investorrelations/materialcreditors. It is clarified that such details available on our
website do not form a part of this Prospectus.

Material developments since the last balance sheet date

Except as stated in “Management’s Discussion and Analysis of Financial Condition and Results of Operation
— Material developments since the last balance sheet date ” on page 354, no circumstances have arisen since June
30, 2021, the date of the Restated Consolidated Financial Information disclosed in this Prospectus, which
materially and adversely affect or are likely to affect the value of our consolidated assets or our ability to pay our
material liabilities within the next 12 months.

 

358
GOVERNMENT AND OTHER APPROVALS

Our business operations require various consents, licenses, registrations, permissions and approvals issued by
relevant governmental and regulatory authorities under applicable rules and regulations. We have set out below
an indicative list of all material consents, licenses, registrations, permissions and approvals obtained by our
Company, and our Subsidiaries, as applicable, for the purposes of undertaking their respective business
operations. Except as mentioned below, no further material consents, licenses, registrations, permissions and
approvals are required to undertake the Offer. Unless otherwise stated herein and in the section “Risk Factors”
beginning on page 23, these material approvals are valid as of the date of this Prospectus. For further details in
connection with the regulatory and legal framework within which we operate, see “Key Regulations and Policies
in India” beginning on page 167.

We have also set out below, (i) material approvals or renewals applied for but not received; (ii) material approvals
expired and renewal yet to be applied for; and (iii) material approvals required but not obtained or applied for,
as on the date of this Prospectus.

L Material approvals obtained in relation to the Offer

For further details on corporate and other approvals in relation to the Offer, see “Other Regulatory and
Statutory Disclosures — Authority for the Offer - Corporate Approvals” on page 362.

Il. Material approvals obtained in relation to our business
A. Incorporation details of our Company and our Material Subsidiaries
1. Certificate of incorporation dated May 15, 1976 issued to our Company by the RoC in the name of, “Tega

India Limited”.

2: Certificate for commencement of business dated May 28, 1976 issued to our Company by the RoC in the
name of, “Tega India Limited”.

3. Fresh certificate of incorporation dated February 1, 2002 issued to our Company by the RoC, consequent
to the change in the name of our Company from “Tega India Limited” to “Tega Industries Limited”.

4. Certificate of incorporation dated November 8, 1984 issued to Tega Africa by the erstwhile Companies
and Intellectual Property Commmission.

5. Certificate for commencement of business dated November 8, 1984 issued to Tega Africa by the
erstwhile Companies and Intellectual Property Commission.

6. Certificate of incorporation dated February 5, 1990 issued to Tega Chile by the Internal Revenue Service.

Fe Certificate for commencement of business dated February 5, 1990 issued to Tega Chile by the Internal
Revenue Service.

8. Certificate of incorporation dated December 1, 2010 issued to Tega Holdings Pte by the Accounting and
Corporate Regulatory Authority.

9: Certificate of incorporation dated July 26, 2001 issued to Losugen by the Australian Securities and
Investment Commission.

B. Material approvals obtained by our Company
ji Material approvals in relation to our business operations

Material approvals in relation to our manufacturing facilities located at (i) Kalyani, West Bengal; (ii)
Samali, West Bengal; and (iii) Dahej, Gujarat:

 

S.no. Particulars Relevant authority/ Date of expiry
legislation Dahej, Kalyani, West Samali, West
Gujarat Bengal Bengal
1. Factory license Factories Act and relevant state December 31, December 31, — December 31,
factories rules 2022 2021 2021

 

359
 

S.no.

Particulars Relevant authority/ Date of expiry

legislation Dahej, Kalyani, West Samali, West
Gujarat Bengal Bengal
. Consent to establish ‘Air Act, Water Act and rules February 14, April 30,2025 March 31, 2022
thereunder 2024
. Consent to operate ‘Air Act, Water Act and rules February 14, April 30,2025 March 31, 2022
thereunder 2024
. Authorisation for Hazardous and other Wastes February 14, March 31, Application
generation, storage and (Management and 2024 2022 pending”
disposal of hazardous Transboundary | Movement)
‘wastes Rules, 2016
. No objection certificate Fire department of the local Application Application March 31, 2022
municipal corporations of the pending” pending”

respective states

. Letter of approval for Office of Development September4, — - z

continued operations in Commissioner, Ministry of 2023
special economic zones Commerce and __ Industry,

(for our manufacturing Government of India

facility located at Dahej,

Gujarat)

 

* For details of pending applications, see, “Material approvals applied for, but not received below

Cc

1,

Tax and employment laws related approvals

Certificate of registration issued under the EPF Act.

Certificate of registration issued under the ESI Act.

Certificate of registration under the Contract Labour (Regulation & Abolition) Act, 1970.

Registration certificate issued under the relevant shops and establishment.act obtained by our Company
GST registrations for payments under various central and state goods and services tax legislations

PAN and TAN issued by the Income Tax Department under the IT Act.

Professional tax registrations under the applicable state specific laws obtained by our Company.

Certificate of Importer Exporter Code issued by the Ministry of Commerce and Industry, Government of
India to our Company

Material approvals obtained by our Material Subsidiaries

Each of our Material Subsidiaries have obtained such governmental and/or statutory approvals and other
authorizations, licenses, consents/permits from the relevant federal, state, local governmental or
regulatory authorities/agencies having jurisdiction over such Material Subsidiaries, for the conduct of its
business operations, including those relating to manufacturing, distributing and selling its products,
amongst others.

Material approvals applied for, but not received

Certain material consents, licenses, registrations, permissions and approvals that are required to be
obtained by our Company for undertaking its business have elapsed in their normal course and our
Company has either made an application to the relevant Central Government or state government
authorities for renewal of such material consents, licenses, registrations, permissions and approvals or is
in the process of making such applications. The material consents, licenses, registrations, permissions
and approvals for which applications have been made by our Company include:

Application for renewal of trade license for the manufacturing facility located in Kalyani, West Bengal.

Application for renewal of authorization for generation, storage and disposal of hazardous wastes for the
manufacturing facility located in Samali, West Bengal.

360
8: Application to the relevant labour commissionerate for renewal of the Shops and Establishment
registeration for our Company.

Iv. Material approvals not applied for

Except as stated below, there are no material consents, licenses, registrations, permissions and approvals
for which applications are yet to be made by our Company:

Nil

Intellectual property related approvals
My

Our Company has registered our name and/or logo, «bega” in 12 foreign jurisdictions including, the European
Union, Canada, South Africa, Chile, and Australia with the relevant trademark registration authorities in such
jurisdictions. In India, as on date of this Prospectus, our Company has registered several trademarks, including
word marks and device marks, under various classes such as class 6, 7, 17, 35, 37 and 42 with the Registrar of
Trademarks under the Trademarks Act. In addition, several applications for registration of trademarks have been
filed by us in India which are pending.

Further, as on date of this Prospectus, we have been granted 8 patents in relation to our products, details of which
are set out below. Walso have 4 pending patent applications submitted before the Office of the Controller General
of Patents in India.

 

Particulars Patent registration Entity Country of Validity

number registration
Improved screen panel 352307 Company India May 20, 2030
Mosaic liner for chute/ 356469 Company India July 25, 2033
Hopper lining
Improved screen panel 231453 Company India March 27, 2022
and fixing arrangements
therefor
Improved screen panel 9149841 Company United States May 20, 2030
Improved screen panel BR 112012029 345-1 Company Brazil March 20, 2031
Improved screen panel _2012/08604 Company South Africa November 14, 2032
Ceramic chute liner 2015/07279 Company South Africa July 22, 2033
Mosaic liner for chute/ 2016/0190 Company South Africa September 8, 2033

Hopper lining

 

361
OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
Corporate Approvals
Our Board has approved the Offer pursuant to the resolution passed at its meeting held on April 30, 2021. Further,
our Board has taken on record the consent for the Offer for Sale by the Selling Shareholders pursuant to its

resolution dated August 16, 2021.

Our Board has pursuant to the resolution passed at its meeting held on December 6, 2021 approved this Prospectus
for filing with the RoC.

Approvals from the Selling Shareholders

Each of the Selling Shareholders have, severally and not jointly, confirmed and authorised the transfer of their
respective proportion of the Offered Shares pursuant to the Offer for Sale, as set out below:

 

S.No. Name of the Selling Shareholder Date of consent letter and corporate Number of Offered

authorization, if applicable” Shares

Promoter Selling Shareholders

Madan Mohan Mohanka ‘August 16, 2021 3,314,657"

Manish Mohanka ‘August 16, 2021 662,931"
Investor Selling Shareholder

Wagner Limited Consent letter dated August 16, 2021 9,691,890"

and resolution dated August 6, 2021

Total 13,669,478"

 

“Each Selling Shareholder, severally and not jointly, confirms that, as required under Regulation 8 of the SEBI ICDR Regulations, they have
held the Equity Shares proposed to be offered and sold by them in the Offer or in the case of Wagner Limited, the CCPP that has converted
into its portion of the Offered Shares, for a period of at least one year prior to the date of filing of the Draft Red Herring Prospectus. Therefore,
the Equity Shares that will be offered by it in the Offer for Sale are eligible to be offered for sale in the Offer. For details, see “Capital.
Structure” on page 79.

* Subject to finalization of Basis of Allotment

* Pursuant to resolutions dated November 10, 2021 passed by our Board and Shareholders, 8,692,281 CCPP held by Wagner Limited were
converted to 8,692,281 Equity Shares, For details, see “Capital Structure- Notes to the Capital Structure ~ Equity Share capital history of
our Company” and “Capital Structure - Notes to the Capital Structure ~ Preference Share capital history of our Company” on pages 79 and
82.

In-principle Listing Approvals

Our Company has received in-principle approvals from the BSE and NSE for the listing of our Equity Shares
pursuant to its letter dated September 2, 2021 and September 8, 2021, respectively.

Prohibition by the SEBI, the RBI or Governmental Authorities

None of our Company, our Subsidiaries, our Promoters, members of Promoter Group, our Directors or persons in
control of our Company and each of the Selling Shareholders are prohibited or debarred from accessing or
operating in the capital market or restrained from buying, selling or dealing in securities under any order or
direction passed by the SEBI or any securities market regulator in any other jurisdiction or any other authority or
court.

Neither our Promoters nor our Directors are promoters or directors of companies which are debarred from
accessing the capital markets by the SEBI.

Except for options granted under the ESOP Schemes, there are no outstanding warrants, options or rights to
convert debentures, loans or other instruments convertible into, or which would entitle any person any option to
receive Equity Shares, as on the date of this Prospectus.

Our Promoters or Directors have not been declared as Fugitive Economic Offenders.

Neither our Company nor our Directors or Promoters have been declared as a ‘wilful defaulter’, as defined under
the SEBI ICDR Regulations.

362
Directors associated with the Securities Market

None of our Directors or entities with which our Directors are associated, are associated with the securities market
in any manner including securities market related business. There has been no action initiated by SEBI against the
Directors of our Company in the five years preceding the date of this Prospectus.

Compliance with the Companies (Significant Beneficial Owners) Rules, 2018

Our Company, our Promoters, member of Promoter Group and each of the Selling Shareholders, severally and
not jointly, confirm that they are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018,
as amended, to the extent applicable to them, as on the date of this Prospectus.

Eligibility for the Offer

Our Company is eligible for the Offer in accordance with the eligibility criteria provided in Regulation 6(1) of the
SEBI ICDR Regulations, and is in compliance with the conditions specified therein in the following manner:

. our Company has net tangible assets of at least 30.00 million, calculated on a restated and consolidated
basis, in each of the preceding three full years (of 12 months each), of which not more than 50% are held
as monetary assets;

. our Company has an average operating profit of at least 2150.00 million, calculated on a restated and
consolidated basis, during the preceeding three years (of 12 months each), with operating profit in each
of these preceeding three years;

. our Company has a net worth of at least 710.00 million in each of the three preceding full years (of 12
months each), calculated on a restated and consolidated basis; and

. there has been no change of name of our Company at any time during the last one year immediately
preceding the date of filing of this Prospectus.

Set forth below are our Company’s operating profit, net tangible assets, monetary assets, monetary assets as a
percentage of our net tangible assets and net worth, derived from our Restated Consolidated Financial Information
included in this Prospectus.

( in million, unless otherwise stated)
Finandial year ended as on
March 31,2021 March 31,2020 March 31, 2019

 

 

A. Net tangible assets 5,224.96 4,006.82 3,344.57

Operating profit ©) 1,473.00 681.78 589.92

Net worth © 6,137.22 4,624.89 4,011.05
Notes:

1. ‘Net tangible assets’ means the sum of all the assets of our Company excluding goodwill, intangible assets and right of use assets reduced
by total liabilities excluding lease liability of the Company

2. ‘Operating profit’ means restated profit before share of restated net profit of joint venture accounted for using equity method and before
tax less other income, plus finance costs excluding other comprehensive income

3. ‘Net worth’ means the aggregate value of the equity share capital, preference share capital and other equity, as per restated consolidated
financial information

Our Company has operating profits in each of the Financial Years 2021, 2020 and 2019 in terms of our Restated
Consolidated Financial Information.

Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, to the extent applicable, and has complied with the conditions specified in Regulation 7(2) of the
SEBI ICDR Regulations, to the extent applicable.

Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the
number of Allottees under the Offer shall be not less than 1,000, failing which, the entire application money will
be refunded forthwith.

Further, our Company confirms that it is not ineligible to make the Offer in terms of Regulation 5 of the SEBI

ICDR Regulations, to the extent applicable. Our Company is in compliance with the conditions specified in
Regulation 5 of the SEBI ICDR Regulations.

363
DISCLAIMER CLAUSE OF THE SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING
PROSPECTUS TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED THAT THE
SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE OFFER IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE RED HERRING PROSPECTUS.
THE BRLMs, AXIS CAPITAL LIMITED, HAVE CERTIFIED THAT THE DISCLOSURES MADE IN
THE DRAFT RED HERRING PROSPECTUS ARE GENERALLY ADEQUATE AND ARE IN
CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL
AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018. THIS REQUIREMENT IS TO
FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT
IN THE PROPOSED OFFER.

IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, THE BRLMs ARE EXPECTED TO
EXERCISE DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS
RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE
BRLMs, AXIS CAPITAL LIMITED AND JM FINANCIAL LIMITED HAVE FURNISHED TO SEBI, A
DUE DILIGENCE CERTIFICATE DATED AUGUST 17, 2021 IN THE FORMAT PRESCRIBED
UNDER SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED.

THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY AND/OR OTHER CLEARANCES AS MAY
BE REQUIRED FOR THE PURPOSE OF THE OFFER. SEBI FURTHER RESERVES THE RIGHT TO
TAKE UP, AT ANY POINT OF TIME, WITH THE BRLMs, ANY IRREGULARITIES OR LAPSES IN
THE DRAFT RED HERRING PROSPECTUS.

Disclaimer from our Company, our Directors, the Selling Shareholders and the BRLMs

Our Company, our Directors, the Selling Shareholders and the BRLMs accept no responsibility for statements
made otherwise than in this Prospectus or in the advertisements or any other material issued by or at our
Company’s instance and anyone placing reliance on any other source of information, including our Company’s
website www.tegaindustries.com, or any website of any of our Subsidiaries, any affiliate of our Company, any of
the Group Companies or any of the Selling Shareholders, would be doing so at his or her own risk. It is clarified
that neither the Selling Shareholders, nor their respective directors, affiliates, associates and officers, accept and/or
undertake any responsibility for any statements made or undertakings provided other than those specifically made
or undertaken by such Selling Shareholder in relation to itself and/or the Equity Shares offered by it through the
Offer for Sale.

The BRLMs accept no responsibility, save to the limited extent as provided in the Offer Agreement and the
Underwriting Agreement to be entered into between the Underwriters, the Selling Shareholders and our Company.

All information shall be made available by our Company and the BRLMs to the public and investors at large and
no selective or additional information would be available for a section of the investors in any manner whatsoever,
including at road show presentations, in research or sales reports, at Bidding centres or elsewhere.

Investors who Bid in the Offer were required to confirm and would be deemed to have represented to our
Company, the Selling Shareholders, Underwriters and their respective directors, officers, agents, affiliates, and
representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to
acquire the Equity Shares and will not issue, sell, pledge, or transfer the Equity Shares to any person who is not
eligible under any applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. Our
Company, the Selling Shareholders, 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.

364
The BRLMs and their respective associates and affiliates may engage in transactions with, and perform services
for, our Company, our Subsidiaries, our Group Companies, the Selling Shareholders and their respective affiliates
or associates or third parties in the ordinary course of business and have engaged, or may in the future engage, in
commercial banking and investment banking transactions with our Company, the Selling Shareholders and their
respective affiliates or associates or third parties, for which they have received, and may in the future receive,
compensation. As used herein, the term ‘affiliate’ means any person or entity that controls or is controlled by or
is under common control with another person or entity.

Disclaimer in respect of Jurisdiction

This Offer was being made in India to persons resident in India, including Indian nationals resident in India, Hindu
Undivided Families (“HUFs”), companies, other corporate bodies and societies registered under the applicable
laws in India and authorised to invest in equity shares, Indian Mutual Funds registered with the SEBI, Indian
financial institutions, commercial banks, regional rural banks, co-operative banks (subject to permission from the
RBD), systemically important non-banking financial companies or trusts under the applicable trust laws, and who
are authorised under their respective constitutions to hold and invest in equity shares, public financial institutions
as specified under Section 2(72) of the Companies Act 2013, venture capital funds, permitted insurance companies
and pension funds and, to permitted non-residents including Eligible NRIs, Alternative Investment Funds
(“AIFs”), Foreign Portfolio Investors registered with SEBI (“FPIs”) and QIBs. The Red Herring Prospectus and
this Prospectus does not, however, constitute an offer to sell or an invitation to subscribe to Equity Shares offered
hereby, in any jurisdiction to any person to whom it is unlawful to make an offer or invitation in such jurisdiction.
Any person into whose possession the Red Herring Prospectus and this Prospectus comes is required to inform
himself or herself about, and to observe, any such restrictions. Any dispute arising out of this Offer will be subject
to the jurisdiction of appropriate court(s) in Kolkata, West Bengal, India 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, except that the Draft Red Herring Prospectus was filed with SEBI for its observations and the
Red Herring Prospectus was filed with the RoC. Accordingly, the Equity Shares represented hereby may not be
offered or sold, directly or indirectly, and this Prospectus may not be distributed, in any jurisdiction, except in
accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this Prospectus, nor
any offer or sale hereunder, shall, under any circumstances, create any implication that there has been no change
in our affairs or in the affairs of the Selling Shareholders from the date hereof or that the information contained
herein is correct as of any time subsequent to this date.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities
Act or any state securities laws in the United States, and unless so registered, may not be offered or sold
within the United States, except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with any applicable U.S. state
securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in
‘offshore transactions’ as defined in, and in reliance on, Regulation S under the U.S. Securities Act and the
applicable laws of the jurisdictions where such offers and sales are made.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Bidders are advised to ensure that any Bid from them does not exceed the investment limits or maximum number
of Equity Shares that can be held by them under applicable law.

Further, each Bidder where required must agree in the Allotment Advice that such Bidder will not sell or transfer
any Equity Shares or any economic interest therein, including any off-shore derivative instruments, such as
participatory notes, issued against the Equity Shares or any similar security, other than pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act.

Disclaimer Clause of the BSE

As required, a copy of the Draft Red Herring Prospectus was submitted to BSE. The disclaimer clause as intimated
by the BSE to us is as set forth below:

“BSE Limited (“the Exchange”) has given vide its letter dated September 2, 2021 permission to this
Company to use the Exchange’s name in this offer document as one of the stock exchanges on which this

365
company’s securities are proposed to be listed. The Exchange has scrutinized this offer document for its
limited internal purpose of deciding on the matter of granting the aforesaid permission to this Company.
The Exchange does not in any manner: -

a) warrant, certify or endorse the correctness or completeness of any of the contents of this offer document;
or

b) warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or

c) take any responsibility for the financial or other soundness of this Company, its promoters, its
management or any scheme or project of this Company;

and it should not for any reason be deemed or construed that this offer document has been cleared or
approved by the Exchange. Every person who desires to apply for or otherwise acquires any securities of
this Company may do so pursuant to independent inquiry, investigation and analysis and shall not have
any claim against the Exchange whatsoever by reason of any loss which may be suffered by such person
consequent to or in connection with such subscription/acquisition whether by reason of anything stated or
omitted to be stated herein or for any other reason whatsoever.”

Disclaimer Clause of NSE

As required, a copy of the Draft Red Herring Prospectus was submitted to NSE. The disclaimer clause as intimated
by the NSE to us is as set forth below:

“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India
Limited (hereinafter referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/1201 dated
September 08, 2021 permission to the Issuer to use the Exchange’s name in this Offer Document as one of
the Stock Exchanges on which this Issuer’s securities are proposed to be listed. The Exchange has
scrutinized this draft offer document for its limited internal purpose of deciding on the matter of granting
the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given
by NSE should not in any way be deemed or construed that the offer document has been cleared or
approved by NSE; nor does it in any manner warrant, certify or endorse the correctness or completeness
of any of the contents of this offer document; nor does it warrant that this Issuer’s securities will be listed
or will continue to be listed on the Exchange; nor does it take any responsibility for the financial or other
soundness of this Issuer, its promoters, its management or any scheme or project of this Issuer.

Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant
to independent inquiry, investigation and analysis and shall not have any claim against the Exchange
whatsoever by reason of any loss which may be suffered by such person consequent to or in connection with
such subscription /acquisition whether by reason of anything stated or omitted to be stated herein or any
other reason whatsoever.”

Listing

The Equity Shares issued through the Red Herring Prospectus are proposed to be listed on BSE and NSE.
Applications will be made to the Stock Exchanges for obtaining permission to deal in and for an official quotation
of the Equity Shares being issued and sold in the Offer and NSE is the Designated Stock Exchange, with which
the Basis of Allotment will be finalised for the Offer.

If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges,
our Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of the
Red Herring Prospectus in accordance with applicable law. Our Company shall ensure that all steps for this
completion of the necessary formalities for listing and commencement of trading of Equity Shares at the Stock
Exchanges are taken within six Working Days of the Bid/ Offer Closing Date or such other period as may be
prescribed by the SEBI. If our Company does not allot Equity Shares pursuant to the Offer within six Working
Days from the Bid/ Offer Closing Date or within such timeline as prescribed by the SEBI, it shall repay without
interest all monies received from Bidders, failing which interest shall be due to be paid to the Bidders at the rate
of 15% per annum for the delayed period. However, the respective Selling Shareholders shall not be liable to pay
and/ or reimburse any expenses towards refund or any interest thereon in respect to Allotment of their respective
proportion of the Offered Shares or otherwise, unless the failure or default or delay, as the case may be, is solely
on account of such Selling Shareholder and such liability shall be limited to the extent of their respective Offered
Shares.

366
Impersonation

Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies
Act 2013, which is reproduced below:

“Any person who —

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities, or

(b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or

© 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 includes imprisonment for a term of not
less than six months extending up to 10 years (provided that where the fraud involves public interest, such term
shall not be less than three years) and fine of an amount not less than the amount involved in the fraud, extending
up to three times of such amount. Further, where the fraud involves an amount less than 2 1 million or one per
cent of the turnover of the company, whichever is lower, and does not involve public interest, any person guilty
of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine which
may extend to 5.00 million or with both.

Consents

Consents in writing of: (a) the Selling Shareholders, our Directors, the Chief Financial Officer and Company
Secretary, the Compliance Officer, the legal counsel, the bankers to our Company, industry sources, independent
chartered accountants, the BRLMs, Registrar to the Offer, the Syndicate Members, Bankers to the Offer/ Escrow
Bank, Public Offer Account Bank, Sponsor Bank and Refund Bank to act in their respective capacities, have been
obtained and filed along with a copy of the Red Herring Prospectus with the RoC and will be filed along with a
copy of this Prospectus. Further, such consents shall not be withdrawn up to the time of delivery of this this
Prospectus with the SEBI.

Our Company has received written consent of our Statutory Auditors, who hold a valid peer review certificate, to
include their name as required under Section 26(5) of the Companies Act 2013 in this Prospectus, and as an
“expert”, as defined under Section 2(38) of the Companies Act 2013 to the extent and in their capacity as our
Statutory Auditors, and in respect of their examination report, dated November 10, 2021 on our Restated
Consolidated Financial Information in this Prospectus. However, the term “expert” shall not be construed to mean
an “expert” as defined under the U.S. Securities Act.

Performance vis-d-vis Objects — Public or Rights Issues during the Last Five Years

There have been no public issues, including any rights issues (as defined under the SEBI ICDR Regulations) to
the public undertaken by our Company during the five years preceding the date of this Prospectus.

Commission or Brokerage on Previous Issues in the Last Five Years

Since this is the initial public offering of the Equity Shares, no sum has been paid or has been payable as
commission or brokerage for subscribing to or procuring or agreeing to procure public subscription for any of our
Equity Shares in the five years preceding the date of this Prospectus.

Capital Issues in the Preceding Three Years

Except as disclosed in “Capital Structure” beginning on page 79, our Company has not made any capital issues
during the three years preceding the date of this Prospectus.

Performance vis-d-vis Objects — Public/ rights issue of the listed Subsidiaries/Promoters of our Company

None of our Subsidiaries or Promoters are listed on any stock exchange.

367
Price Information of past issues handled by the BRLMs

Axis Capital Limited

is Price information of past issues (during the current Financial Year and two Financial Years preceding
the current Financial Year) handled by Axis Capital Limited.

 

Sr. Issuer Name Issue Size Issue Listing Opening _+/-% change +/-% change _+/-% change
No. (Million) Price Date —-Priceon ~—_inclosing in closing in closing
®@ Listing price, [+/-% price, [+/-% price, [+/-%
Date) change in change in change in
closing closing closing
benchmark] benchmark] _—_ benchmark]
-30" 90" = 180"

calendar day calendar day _ calendar day
fromlisting from listing __from listing

 

 

Latent View 23-Nov-
1. analytics Limitea® 6000.00 197.00 a 512.20 e -
One 97 —
2. Communications 183,000.00 2,150.00 1,950.00 - - -
Limited
3) SS. -RMEMDHISES ss qgoi00 542.00 1-Nov 549.00 - - -
Limited 21
Fino Payments = 12-Nov- -
*  Beriatie 12,002.93 577.00 ot 544,35, - - -
Aditya Birla Sun s 11-Oct- = -11.36%,
Life AMC Limited 2768256 712.00 21 7500 [40.55%] - -
Ami Organics, 14-Sep- +117.07%, . .
6 iy 5,696.36 610.00 a 910.00 TaStiA
Chemplast. Sanmar 7 = 24-Aug- +2.06%, +12.68%,
7. Limted 38,500.00 5AL00 21 550.00 [45.55%] [+6.86%] -
Nuvoco Vistas
. 5 « 23-Aug- 7 5.91%, 9.75%,
8. Corporation 50,000.00 570.00 a 485.00 [46.46%] [+7.69%] .
Limited
Cartrade ‘Tech 7 20-Aug- -10.31%, -31.01%,
% Tea 29,985.13 1,618.00 ST 1,599.80 [6094] [+9.41%] °
Clean Science And
< 19-Jul- oe +66.33%, +138,53%,
10. Technology 15,466.22 900.00 1 1,755.00 [45 4704} THB IBS} .

 

‘Source: www.nseindia.com
Offer Price was €178.00 per equity share to Eligible Employees

Notes:
a, _ Issue Size derived from Prospectus/final post issue reports, as available.

b. The CNX NIFTY is considered as the Benchmark Index.

c. Price on NSE is considered for all of the above calculations

d. Incase 30th/90th/180th day is not a trading day, closing price on NSE of the previous trading day has been considered.

e. Since 30 calendar days, 90 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same

is not available.

2. Summary statement of price information of past issues (during the current Financial Year and two Financial
Years preceding the current Financial Year) handled by Axis Capital Limited

 

‘No, of IPOs trading at No. of IPOs trading at_No. of IPOs trading at_ No. of IPOs trading at

 

Sei | FR discount - 30" premium - 30" discount — 180" premium — 180"
wee oe ~ calendar day from _ calendar day from calendar day from
Financial no. —_ amount of ji ia fied
Year of _funds raised ee ng an
[POs @Million) Over Between Less Between Less Over Between Less
50% © 28%- than oe 25%- than 50% © 25%- than
© 50% 25% 50% 25% ° 50% 25%
2021- 16 nae 6s - - 3 2 4. 3 - - = 2 -
Spas 4,49,586.65
2020- u - - 6 2 1 2 = 1 1 4 3 2
Bit 93,028.90
2019- 5 - 1 2 - - 2 1 1 - - 3
3030 161,776.03

 

* The information is as on the date of the document
The information for each of the financial years is based on issues listed during such financial year.
Note: Since 30 calendar days and 180 calendar days, as applicable, from listing date has not elapsed for few of the above issues, data for same is not available

JM Financial Limited

1g Price information of past issues (during the current Financial Year and two Financial Years preceding

368
the current Financial Year) handled by JM Financial Limited.

 

Sr. Issue name Issue Issue Listing Opening +/-%changein +/-%changein _+/- % change in
No. Size price Date _ price on closing closing closing price, [+/-
C 0 Listing price, [+/- % price, [+/- % % change in
illion) Date change in change in closing. dosing
(m) closing benchmark] - 90" benchmark] - 180'
benchmark] - 30" calendar days _ calendar days
calendar days _from listing from listing
from listing

1. Go Fashion (India) 10,136.09 690.00 November 30, 1,310.00 Not Applicable Not Applicable Not Applicable
Limited 2021

2. Sapphire Foods India 20,732.53 1,180.00 November 18, 1,350.00 Not Applicable Not Applicable Not Applicable
Limited 2021

3, FSN— E-Commerce 53,497.24 1,125.00 November 10, 2018.00 Not Applicable Not Applicable Not Applicable
Ventures Limited® 2021

4. Aditya Birla Sun Life 27,682.56 712.00 October 11, 715.00 -11.36%[0.55%] | Not Applicable Not Applicable
AMC Limited 2021

5. Krsnaa Diagnostics 12,133.35 954.00 August 16, 1,005.55 -9.42% [4.93%] -27.73% [9.30%] Not Applicable
Limited? 2021

6. Rolex Rings Limited 7,310.00 900.00 August 08, 1,250.00 22.28% [6.79%] 31.50% [10.20%] Not Applicable

7, Tatva Chintan Pharma 5,000.00 1,083.00 July 29, 2021 2,111.85 92.54% [5.87%] 136.37% [15.78%] Not Applicable
Chem Limited

8. Clean Science and 15,466.22 900.00 July 19,2021 1,755 66.33% [5.47%] 138.53% [16.42%] Not Applicable
Technology Limited

9. India Pesticides Limited 8,000.00 296.00 July 5, 2021 350.00 12.64% [1.87%] 4.26% [10.72%] Not Applicable

10. Shyam Metalics and 9,085.50 306.00 June 24,2021 380.00 40.95% [0.42%] 22.65% [11.22%] Not Applicable

Energy Limited”
Source: www.nseindia.com for price information and prospectus/basis of allotment for issue details
Notes:

 

Opening price information as disclosed on the website of NSE.

Change in closing price over the issue/offer price as disclosed on NSE.

Change in closing price over the closing price as on the listing date for benchmark index viz. NIFTY 50.

In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have

been considered.

30" calendar day has been taken as listing date plus 29 calendar days; 90" calendar day has been taken as listing date plus 89

calendar days; 180" calendar day has been taken a listing date plus 179 calendar days.

. Restricted to last 10 issues.

7. A discount of 4.90 % on the Offer Price was offered to the Eligible Employees Bidding in the Employee Reservation Portion
(‘Employee Discount") equivalent to 215 per Equity Share.

8. A discount of Rs. 100 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.

9. A discount of Rs. 93 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.

10. Not Applicable ~ Period not completed

Fee

yg

2. Summary statement of price information of past issues handled by JM Financial Limited:

 

Finanda Tota Total Nos. of IPOs trading Nos. of IPOs trading Nos. of IPOs trading Vos. of IPOs trading at

1 Ino. funds at discount on ason _at premium on as on at discount ason _ premium as on 180
Year of raised 30" calendar days 30" calendar days 180" calendar days _calendar days from
IPOs (Millions) _ from listing date from listing date from listing date listing date

Over Between Less Over Between Less Over Between Less Over Between Less
50% 25%- than 50%  25%- than 50% 25%- than 50% 25%- than

50% 25% 50% 25% 50% 25% 50% 25%
2021- 12 2,49,543.49- - 2 2 3 2 - - - 1 - -
2022
2020- 8 62,102.09 - - 3 2 1 2 - - - 5 2 1
2021
2019- 4 36,400.83" - - 1 - 1 2 - 1 1 - 1 1
2020 *

 

“*Spandana Sphoorty Financial Limited raised Rs. 11,898.49 million as against the issue size of Rs. 12,009.36 million
Mechanism for Redressal of Investor Grievances

The Registrar Agreement provides for retention of records with the Registrar to the Offer for a minimum period
of eight years from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges,
in order to enable the investors to approach the Registrar to the Offer for redressal of their grievances.

Bidder can contact the Compliance Officer, the BRLMs or the Registrar to the Offer in case of any pre-Offer or

post-Offer related problems such as non-receipt of letters of Allotment, non-credit of Allotted Equity Shares in
the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic mode, etc.

369
Bidder can contact the Compliance Officer, the BRLMs or the Registrar to the Offer in case of any pre-Offer or
post-Offer related problems such as non-receipt of letters of Allotment, non-credit of Allotted Equity Shares in
the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic mode, etc.

All grievances, other than of Anchor Investors may be addressed to the Registrar to the Offer with a copy to the
relevant Designated Intermediary with whom the ASBA Form was submitted, giving full details such as name of
the sole or First Bidder, ASBA Form number, Bidder’s DP ID, Client ID, PAN, address of Bidder, number of
Equity Shares applied for, ASBA Account number in which the amount equivalent to the Bid Amount was blocked
or the UPI ID (for Retail Individual Investors who make the payment of Bid Amount through the UPI Mechanism),
date of ASBA Form and the name and address of the relevant Designated Intermediary where the Bid was
submitted. Further, the Bidder shall enclose the Acknowledgment Slip or the application number from the
Designated Intermediary in addition to the documents or information mentioned hereinabove. All grievances
relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to
the Registrar to the Offer.

All grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such as
the name of the sole or First Bidder, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date
of the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount
paid on submission of the Bid cum Application Form and the name and address of the BRLMs where the Bid cum
Application Form was submitted by the Anchor Investor.

The Registrar to the Offer shall obtain the required information from the SCSBs and Sponsor Banks for addressing
any clarifications or grievances of ASBA Bidders. Our Company, the BRLMs and the Registrar to the Offer accept
no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying
with its obligations under applicable SEBI ICDR Regulations. Investors can contact our Company Secretary and
Compliance Officer or the Registrar to the Offer in case of any pre-Offer or post-Offer related problems such as
non-receipt of letters of Allotment, non-credit of allotted Equity Shares in the respective beneficiary account, non-
receipt of refund intimations and non-receipt of funds by electronic mode.

In terms of SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/22, dated February 15, 2018, any ASBA Bidder
whose Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to
seek redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares.
SCSBs are required to resolve these complaints within 15 days, failing which the concerned SCSB would have to
pay interest at the rate of 15% per annum for any delay beyond this period of 15 days.

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 Bidder shall be compensated at a uniform
rate of 100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request
for cancellation/ withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on which
the amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked
through the UPI Mechanism), the Bidder shall be compensated at a uniform rate 7100 per day or 15% per annum
of the total cumulative blocked amount except the original application amount, whichever is higher from the date
on which such multiple amounts were blocked till the date of actual unblock; (iii) any blocking of amounts more
than the Bid Amount, the Bidder shall be compensated at a uniform rate of 7100 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 Bids, exceeding four Working
Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a uniform rate of 3100 per day or 15%
per annum of the Bid Amount, whichever is higher for the entire duration of delay exceeding four Working Days.
from the Bid/ Offer Closing Date by the SCSB responsible for causing such delay in unblocking. The post Offer
BRLMs shall be liable for compensating the Bidder at a uniform rate of 7100 per day or 15% per annum of the
Bid Amount, whichever is higher from the date of receipt of the Investor grievance until the date on which the
blocked amounts are unblocked.

Our Company, the BRLMs and the Registrar to the Offer 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 Regulations.

Disposal of Investor Grievances by our Company

370
Our Company has not received any investor grievances during the three years preceding the date of the Draft Red
Herring Prospectus or the Red Herring Prospectus or this Prospectus and as on date, there are no investor
complaints pending.

We estimate that the average time required by our Company and/ or the Registrar to the Offer for the redressal of
routine investor grievances shall be seven Working Days from the date of receipt of the complaint. In case of non-
routine complaints and complaints where external agencies are involved, our Company will seek to redress these
complaints as expeditiously as possible.

Our Company has appointed Sudipta Bhowal as the Compliance Officer and he may be contacted in case of any
pre-Offer or post-Offer related problems, at the address set forth hereunder.

Sudipta Bhowal

147, Block-G

New Alipore

Kolkata 700 053

West Bengal, India

Tel: +91 33 3001 9000

E-mail: compliance.officer@tegaindustries.com

The Selling Shareholders have authorised the Compliance Officer of our Company and the Registrar to the Offer
to redress any complaints received from Bidders in respect of their respective portion of the Offered Shares.

Our Company has obtained authentication on the SCORES and shall comply with the SEBI circular
(CIR/OIAE/1/2013) dated April 17, 2013 and SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014 in
relation to redressal of investor grievances through SCORES.

Further, our Board has constituted a Stakeholders’ Relationship Committee, which is responsible for redressal of
grievances of the security holders of our Company. For more information, see “Our Management” beginning on
page 180.

Capital Issues in the Preceding Three Years

Except as disclosed in “Capital Structure - History of Equity Share capital of our Company” on page 79, our
Company has not made any capital issues during the three years immediately preceding the date of this Prospectus.
None of our Subsidiaries have made any capital issues during the three years preceding the date of this Prospectus.

Performance vis-a-vis Objects

Our Company has not undertaken any public issues, including any rights issues to the public in the 10 years
immediately preceding the date of this Prospectus.

Performance vis- a-vis Objects: Last Issue of Subsidiaries

None of our Subsidiaries have made any public issues, including rights issues to the public in the 10 years
immediately preceding the date of this Prospectus.

Commission /brokerage on previous issues in the last five years

Nil

Stock Market Data of the Equity Shares

This being the initial public offering of the Equity Shares of our Company, the Equity Shares are not listed on any

stock exchange as on the date of this Prospectus, and accordingly, no stock market data is available for the Equity
Shares.

371
SECTION VII - OFFER RELATED INFORMATION
TERMS OF THE OFFER

The Equity Shares offered and Allotted in the Offer will be subject to the provisions of the Companies Act, the
SEBI ICDR Regulations, the SCRR, the Memorandum of Association, the Articles of Association, the SEBI
Listing Regulations, the terms of this Prospectus, the Red Herring Prospectus and the Prospectus, the Bid cum
Application Form, the Revision Form, the abridged prospectus and other terms and conditions as may be
incorporated in the CAN (for Anchor Investors), Allotment Advice and other documents and certificates that may
were or may be executed in respect of the Offer. The Equity Shares shall also be subject to all applicable laws,
guidelines, rules, notifications and regulations relating to offer for sale and listing and trading of securities, issued
from time to time, by the SEBI, Government of India, Stock Exchange, the RoC, the RBI and/or other authorities,
as in force on the date of the Offer and to the extent applicable or such other conditions as maybe prescribed by
SEBI, RBI and/or any regulatory authority while granting approval for the Offer.

Ranking of Equity Shares

The Equity Shares being offered and transferred pursuant to the Offer shall be subject to the provisions of the
Companies Act, SEBI Listing Regulations, SEBI ICDR Regulations, SCRA read with SCRR, the Memorandum
of Association and the Articles of Association and will rank pari passu in all respects with the existing Equity
Shares of our Company, including in respect of rights to receive dividends and other corporate benefits, if any,
declared by our Company after the date of transfer in accordance with applicable law. For more information, see
“Main Provisions of Articles of Association” beginning on page 398.

Mode of Payment of Dividend

Our Company will pay dividend, if declared, to our Shareholders, as per the provisions of the Companies Act
2013, the SEBI Listing Regulations, our Memorandum of Association and the Articles of Association, and any
guidelines or directives that may be issued by the Government of India in this respect. Any dividends declared,
after the date of Allotment (including pursuant to the transfer of Equity Shares in the Offer for Sale) in this Offer,
will be received by the Allottees. For more information, see “Dividend Policy” and “Main Provisions of Articles
of Association” on pages 206 and 398, respectively.

Face Value and Price Band

The face value of each Equity Share is 710 and the Offer Price at the lower end of the Price Band is 7443 per
Equity Share and at the higher end of the Price Band is 453 per Equity Share. The Anchor Investor Offer Price
is 7453 per Equity Share. At any given point in time there will be only one denomination for the Equity Shares.

The Price Band, the minimum Bid Lot, was decided by our Company and the Selling Shareholders in consultation
with the BRLMs, was published by our Company in all editions of Financial Express (a widely circulated English
national daily newspaper), all editions of Jansatta (a widely circulated Hindi national daily newspaper) and all
editions of Arthik Lipi (a widely circulated Bengali daily, Bengali being the regional language of West Bengal,
where our Registered Office is located) at least two Working Days prior to the Bid/ Offer Opening Date, in, and
were made available to the Stock Exchanges for the purpose of uploading the same on their websites. The Price
Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price were required to
be pre-filled in the Bid-cum-Application Forms available at the respective websites of the Stock Exchanges.

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 Shareholder

Subject to applicable law and our Articles of Association, the Equity Shareholders will have the following rights:

. Right to receive dividend, if declared;
. Right to attend general meetings and exercise voting powers, unless prohibited by law;
. Right to vote on a poll either in person or by proxy and e-voting;

372
. Right to receive offers for rights shares and be allotted bonus shares, if announced;
. Right to receive any surplus on liquidation subject to any statutory and preferential claims being satisfied;

. Right of free transferability of their Equity Shares, subject to applicable foreign exchange regulations
and other applicable law; and

. Such other rights as may be available to a shareholder of a listed public company under the Companies
Act, the terms of the SEBI Listing Regulations and our Memorandum of Association and Articles of
Association.

For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend,
forfeiture, lien, transfer, transmission, consolidation and splitting, see “Main Provisions of the Articles of
Association” beginning on page 398.

Option to receive Equity Shares in Dematerialised Form

Pursuant to Section 29 of the Companies Act, 2013 the Equity Shares shall be allotted only in dematerialised
form. As per the SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form.

In this context, two agreements have been signed amongst our Company, the respective Depositories and the
Registrar to the Offer:

. Tripartite Agreement dated August 7, 2021 among NSDL, our Company and the Registrar to the Offer.
. Tripartite Agreement dated August 4, 2021 among CDSL, our Company and Registrar to the Offer.
Market Lot and Trading Lot

Since trading of our Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in the
Offer will be only in electronic form in multiples of one Equity Share, subject to a minimum Allotment of 33
Equity Shares. For the method of Basis of Allotment, see “Offer Procedure” beginning on page 380.

Jurisdiction

Exclusive jurisdiction for the purpose of the Offer is with the competent courts/ authorities in Kolkata, West
Bengal.

Joint Holders

Subject to provisions contained in our Articles, where two or more persons are registered as the holders of any
Equity Shares, they will be deemed to hold such Equity Shares as joint-tenants with benefits of survivorship.

Nomination Facility

In accordance with Section 72 of the Companies Act read with Companies (Share Capital and Debentures) Rules,
2014, as amended, the sole Bidder, or the first Bidder along with other joint Bidders, could nominate any one
person in whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as
the case may be, the Equity Shares Allotted, if any, shall vest. A person, being a nominee, entitled to the Equity
Shares by reason of the death of the original holder(s), shall be entitled to the same advantages to which he or she
would be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor,
the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become entitled to Equity
Share(s) in the event of his or her death during the minority. A nomination shall stand rescinded upon a sale,
transfer or alienation of Equity Share(s) by the person nominating. A buyer will be entitled to make a fresh
nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on
request at our Registered Office or to the registrar and transfer agents of our Company.

Further, any person who becomes a nominee by virtue of Section 72 of the Companies Act 2013, as amended,
will, on the production of such evidence as may be required by our Board, elect either:

. to register himself or herself as holder of Equity Shares; or

373
. to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or
herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our
Board may thereafter withhold payment of all dividend, interests, 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 dematerialised form, there is no need to
make a separate nomination with our Company. Nominations registered with the respective Depository Participant
of the Bidder will prevail. If Bidders want to change their nomination, they are advised to inform their respective
Depository Participants.

 

Bid/ Offer Period
BID/ OFFER OPENED ON December 1, 2021
BID/ OFFER CLOSED ON* December 3, 2021

 

* The Anchor Investor Bid/ Offer Period was one Working Day prior to the Bid/ Offer Opening Date, i.e., November 30, 2021.
* UPI mandate end time and date was at 12.00pm on Monday, December 6, 2021.

An indicative timetable in respect of the Offer is set out below:

 

BID/ OFFER CLOSING DATE December 3, 2021
FINALISATION OF BASIS OF ALLOTMENT WITH THE on or about December 8, 2021
DESIGNATED STOCK EXCHANGE

INITIATION OF REFUNDS FOR ANCHOR: on or about December 9, 2021
INVESTORS/UNBLOCKING OF FUNDS FROM ASBA

ACCOUNT”

CREDIT OF EQUITY SHARES TO DEPOSITORY ‘on or about December 10, 2021
ACCOUNTS

COMMENCEMENT OF TRADING OF THE EQUITY on or about December 13, 2021

SHARES ON THE STOCK EXCHANGE

(@_ Incase of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding
four Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated by the intermediary responsible for causing such
delay in unblocking in accordance with applicable law. Further, investors shall be entitled to compensation in the manner specified in
the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47_ dated March 31,2021, SEBI circular _no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M_ dated March 16, 2021, as amended and SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 in case of delays in resolving investor grievances in relation to
blocking/unblocking of funds.

 

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 Bidder shall be compensated at a uniform
rate of 7100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request
for cancellation/ withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on which
the amounts are unblocked; (ii) any blocking of multiple amounts for the same ASBA Form (for amounts blocked
through the UPI Mechanism), the Bidder shall be compensated by the SCSB at a uniform rate 2100 per day or
15% per annum of the total cumulative blocked amount except the original application amount, whichever is
higher from the date on which such multiple amounts were blocked till the date of actual unblock; (iii) any
blocking of amounts more than the Bid Amount, the Bidder shall be compensated at a uniform rate of 7100 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
Bids, exceeding four Working Days from the Bid/Offer Closing Date, the Bidder shall be compensated at a
uniform rate of 100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire duration of
delay exceeding four Working Days from the Bid/ Offer Closing Date till the date of the actual unblock. The
SCSBs shall compensate the Bidder, immediately on the date of receipt of complaint from the Bidder. From the
date of receipt of complaint from the Bidder, in addition to the compensation to be paid as stated above, the post-
Offer BRLMs shall be liable for compensating the Bidder at a uniform rate of 100 per day or 15% per annum of
the Bid Amount, whichever is higher from the date of on which grievance is received by the BRLMs or Registrar
until the date on which the blocked amounts are unblocked.

The above timetable, other than the Bid/ Offer Closing Date, is indicative and does not constitute any
obligation on our Company or the Selling Shareholders or the BRLMs.

Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing
and the commencement of trading of the Equity Shares on the Stock Exchanges are taken within six

374
Working Days of the Bid/ Offer Closing Date or such period as may be prescribed, the timetable may be
extended due to various factors, such as any delay in receiving the final listing and trading approval from
the Stock Exchanges. The commencement of trading of the Equity Shares will be entirely at the discretion
of the Stock Exchanges and in accordance with the applicable laws. Each of the Selling Shareholders,
severally and not jointly, confirm that they shall extend reasonable co-operation required by our Company
and the BRLMs for the completion of the necessary formalities for listing and commencement of trading
of the Equity Shares at the Stock Exchanges within six Working Days from the Bid/ Offer Closing Date or
such other period as may be prescribed.

SEBI is in the process of streamlining and reducing the post issue timeline for IPOs. Any circulars or
notifications from SEBI after the date of the Red Herring Prospectus may result in changes to the above
mentioned timelines. Further, the offer procedure is subject to change basis any revised SEBI circulars to
this effect.

Submission of Bids (other than Bids from Anchor Investors):

 

Bid/ Offer Period (except the Bid/ Offer Closing Date)

Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. Indian Standard Time (“IST”)
Bid/ Offer Closing Date™
Submission and Revision in Bids Only between 10.00 a.m. and 3.00 p.m. IST

 

“UPI mandate end time and date was at 12.00pm on Monday, December 6, 2021.

On the Bid/ Offer Closing Date, the Bids were uploaded until:
@ 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and

(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by Retail
Individual Investors.

The Registrar to the Offer shall submit the details of cancelled/withdrawn/deleted applications to the SCSB’s on
daily basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the Bid/Offer Closing
Date by obtaining the same from the Stock Exchanges. The SCSB’s shall unblock such applications by the closing
hours of the Working Day.

It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid
Amount is not blocked in the relevant ASBA Account, would be rejected.

Due to limitation of time available for uploading the Bids on the Bid/ Offer Closing Date, Bidders were advised
to submit their Bids one day prior to the Bid/ Offer Closing Date. Any time mentioned in this Prospectus is IST.
Bidders were cautioned that, in the event a large number of Bids are received on the Bid/ Offer Closing Date,
some Bids would not get uploaded due to lack of sufficient time. Such Bids that coild not be uploaded were not
considered for allocation under the Offer. Bids were accepted only during Working Days.

Minimum Subscription

The requirement of minimum subscription is not applicable to the Offer in accordance with the SEBI ICDR
Regulations. However, if our Company does not make the minimum Allotment as specified under terms of the
Rule 19(2)(b) of the SCRR, including devolvement of Underwriters, if any, the Selling Shareholders, to the extent
applicable, and our Company shall forthwith refund the entire subscription amount received. If there is a delay
beyond four days, interest at the rate of 15% per annum shall be paid by our Company and each of our Directors,
in accordance SEBI circular bearing no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021,
including the SEBI circular bearing no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021.

Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company will ensure that the number
of Bidders to whom the Equity Shares will be Allotted will be not less than 1,000.

It is clarified that, subject to applicable laws, none of the Selling Shareholders shall be liable to pay any amounts.
as interest for any delay, unless such default or delay is solely and directly attributable to an act or omission of
such Selling Shareholders.

Arrangements for Disposal of Odd Lots

375
Since the Equity Shares will be treated in dematerialised form only, and the market lot for the Equity Shares will
be one Equity Share, there are no arrangements for disposal of odd lots.

Restrictions, if any on Transfer and Transmission of Equity Shares

Except for lock-in of pre-Offer equity shareholding, minimum Promoters’ contribution and Anchor Investor lock-
in in the Offer, as detailed in “Capital Structure” on page 79 and as provided in our Articles as detailed in “Main
Provisions of the Articles of Association” on page 398, there are no restrictions on transfers and transmission of
shares/debentures and on their consolidation/ splitting.

376
OFFER STRUCTURE

The Offer of 13,669,478" Equity Shares of face value of 210 each, for cash at a price of 7453 per Equity Share of
up through an Offer for Sale by the Selling Shareholders.

“Subject to finalization of Basis of Allotment

In terms of Rule 19(2)(b) of the SCRR, the Offer was made through the Book Building Process, in compliance
with Regulation 31 of the SEBI ICDR Regulations

 

Particulars QIBsS® Non-Institutional _Retail Individual
Bidders Investors
Number of Equity 6,834,738" Equity Shares 2,050,422" Equity 4,784,318" Equity
Shares available for aggregating to 23,096.14" Shares aggregating to Shares aggregating to
Allotment or million % 928.84" million % 2,167.30" million
allocation®
Percentage of Offer 50% of the Offer was 15% ofthe Offer orthe 35% of the Offer or
Size available for made available for Offer less allocationto the Offer _less
Allotment or allocation to QIB Bidders. QIB Bidders and RII allocation to QIB
allocation However, up to 5% of the Bidders and Non-
QIB Portion was made Institutional Bidders

available for allocation
proportionately to Mutual
Funds only. Mutual Funds
participating in the Mutual
Fund Portion were also
eligible for allocation in
the remaining QIB Portion
(excluding the Anchor
Investor Portion). The
unsubscribed portion in
the Mutual Fund Portion
was is available for
allocation to other QIBs

Basis of Allotment Proportionate as follows Proportionate The allotment to each
if respective (excluding the Anchor RII shall not be less
category is Investor Portion): than the minimum Bid
oversubscribed a) 136,695" Equity Lot, subject to
Shares was made availability of Equity
available for Shares in the Retail
allocation on a Portion and the
proportionate basis to remaining available
Mutual Funds only; Equity Shares if any,
and were Allotted on a
b) 2,597,201" Equity proportionate _ basis.
Shares was made For further details, see
available for “Offer Procedure”
allocation on a beginning on page
proportionate basis to 380.
all QIBs, including
Mutual Funds

receiving allocation
as per (a) above.

©) 4,100,842" Equity
Shares were allocated
on a discretionary
basis to Anchor

Investors
Mode of Bid Through ASBA Process only (except in case of Anchor Investors)
Minimum Bid Such number of Equity Such number of 33 Equity Shares and
Shares in multiples of 33 Equity Shares in in multiples of 33
Equity Shares such that the multiples of 33 Equity Equity Shares
Bid Amount exceeds Shares such that the thereafter
%200,000. Bid Amount exceeds

200,000.00.

 

377
 

Particulars QIBs® Non-Institutional Retail Individual
Bidders Investors

Maximum Bid Such number of Equity Such number of Such number of

Shares in multiples of 33 Equity Shares in Equity Shares in
Equity Shares not multiples of 33 Equity multiples of 33 Equity
exceeding the size of the Shares not exceeding Shares so that the Bid
Offer, subject to applicable the size of the Offer, Amount does not
limits (excluding the QIB exceed %200,000
Portion) subject to
limits applicable to the

Bidder

Mode of Allotment Compulsorily in dematerialised form

Bid Lot 33 Equity Shares and in multiples of 33 Equity Shares thereafter

‘Allotment Lot 33 Equity Shares and in multiples of one Equity Share thereafter

Trading Lot One Equity Share

Who can apply®) Public financial Resident Indian Resident Indian
institutions of the individuals, Eligible individuals, Eligible
Companies Act, scheduled NRIs, HUFs (in the NRIs and HUFs (in
commercial banks, name of the karta), the name of the karta)
multilateral and bilateral companies, corporate
development financial bodies, scientific
institutions, Mutual Funds, institutions, societies,
FPIs other than trusts, family offices
individuals, corporate and FPIs who are

bodies and family offices, individuals, corporate
VCFs, AIFs, FVCls, state bodies and family
industrial development offices which are re-
corporation, insurance categorised as
company registered with Category II FPIs and
IRDAI, provident funds registered with SEBI.
with minimum corpus of

250 million, pension

funds with minimum

corpus of 2250 million,

National Investment Fund

set up by the Gol,

insurance funds set up and

managed by army, navy or

air force of the Union of

India, insurance funds set

up and managed by the

Department of Posts, India

and Systemically

Important NBFCs

Terms of Payment In case of Anchor Investors: Full Bid Amount was payable by the Anchor Investors at the time of

submission of their Bids)

In case of all other Bidders: Full Bid Amount was blocked by the SCSBs in the bank account of the
ASBA Bidder (other than Anchor Investors), or by the Sponsor Bank through the UPI Mechanism,
that is specified in the ASBA Form at the time of submission of the ASBA Form

 

@

@
@

“@

‘Subject to finalization of Basis of Allotment.
Our Company and the Selling Shareholders, in consultation with the BRLMs, allocated up to 60% of the QIB Category to Anchor Investors
at the Anchor Investor Offer Price, on a discretionary basis, subject to there being (i) a maximum of two Anchor Investors, where
allocation in the Anchor Investor Portion was up to 2100.00 million, (ii) minimum of two and maximum of 15 Anchor Investors, where
the allocation under the Anchor Investor Portion was more than 2100.00 million but up to 22,500.00 million under the Anchor Investor
Portion, subject to a minimum Allotment of 250.00 million per Anchor Investor, and (iti) in case of allocation above 22,500.00 million
under the Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for allocation up to 2,500.00
million, and an additional 10 Anchor Investors for every additional 22,500.00 million or part thereof was permitted, subject to minimum
allotment of 250.00 million per Anchor Investor. An Anchor Investor was required to make a minimum Bid of such number of Equity
Shares, that the Bid Amount was at least 2100.00 million. One-third of the Anchor Investor Portion was reserved for domestic Mutual
Funds, subject to valid Bids having been received at or above the price at which allocation is made to Anchor Investors, which price has
been determined by the Company and the Selling Shareholders in consultation with the BRLMs.

This Offer has been made in accordance with Rule 19(2)(b) of the SCRR and Regulation 6(1) of the SEBI ICDR Regulations.

In case of joint Bids, the Bid cum Application Form was required to contain only the name of the first Bidder whose name was required
to also appear as the first holder of the beneficiary account held in joint names. The signature of only such first Bidder was required in
the Bid cum Application Form and such first Bidder was deemed to have signed on behalf of the joint holders.

Bidders were required to confirm and would be deemed to have represented to our Company, the Selling Shareholders, the Underwriters,
their respective directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations,
guidelines and approvals to acquire the Equity Shares.

378
©) Full Bid Amount was required to be paid by the Anchor Investors at the time of submission of the Anchor Investor Application Forms
provided that any difference between the Anchor Investor Allocation Price and the Anchor Investor Offer Price was required to be paid
by the Anchor Investor pay-in date as indicated in the CAN.

Withdrawal of the Offer

Our Company and the Selling Shareholders, in consultation with the BRLMs, reserves the right not to proceed
with the Offer after the Bid/ Offer Opening Date but before the Allotment. In such an event, our Company would
issue a public notice in the newspapers in which the pre-Offer advertisements were published, within two days of
the Bid/ Offer Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding
with the Offer. The BRLMs, through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Bank, in
case of RIIs using the UPI Mechanism, to unblock the bank accounts of the ASBA Bidders and the BRLMs shall
notify the Escrow Collection Bank to release the Bid Amounts to the Anchor Investors, within one Working Day
from the date of receipt of such notification. Our Company shall also inform the same to the Stock Exchanges on
which Equity Shares are proposed to be listed.

Notwithstanding the foregoing, the Offer is also subject to obtaining the final listing and trading approvals of the
Stock Exchanges, which our Company shall apply for after Allotment and within six Working Days of the Bid/
Offer Closing Date or such other time period as prescribed under Applicable Law. If our Company withdraws the
Offer after the Bid/ Offer Closing Date and thereafter determines that it will proceed with an issue or offer for sale
of the Equity Shares, our Company shall file a fresh draft red herring prospectus with SEBI and the Stock
Exchanges.

379
OFFER PROCEDURE

All Bidders should read the General Information Document for Investing in Public Issues prepared and issued in
accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and the UPI
Circulars (the “General Information Document”) which highlights the key rules, processes and procedures
applicable to public issues in general in accordance with the provisions of the Companies Act 2013, the SCRA,
the SCRR and the SEBI ICDR Regulations which is part of the abridged prospectus accompanying the Bid cum
Application Form. The General Information Document is available on the websites of the Stock Exchanges and
the BRLMs. Please refer to the relevant provisions of the General Information Document which are applicable to
the Offer.

Additionally, all Bidders may refer to the General Information Document for information in relation to (i)
category of investors eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) price discovery
and allocation; (iv) payment instructions for ASBA Bidders; (v) issuance of Confirmation of Allocation Note
(“CAN”) and Allotment in the Offer; (vi) general instructions (limited to instructions for completing the Bid cum
Application Form); (vii) designated date; (viii) disposal of applications; (ix) submission of Bid cum Application
Form; (x) other instructions (limited to joint bids in cases of individual, multiple bids and instances when an
application would be rejected on technical grounds); (xi) applicable provisions of Companies Act, 2013 relating
to punishment for fictitious applications; (xii) mode of making refunds; and (xiii) interest in case of delay in
Allotment or refund.

SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018 as amended from time
to time, including pursuant to circular (SEBI/HO/CFD/DIL2/CIR/P/2019/50) dated April 3, 2019 has proposed
to introduce an alternate payment mechanism using Unified Payments Interface (“UPI”) and consequent
reduction in timelines for listing in a phased manner. UPI has been introduced in a phased manner as a payment
mechanism with the ASBA for applications by Retail Individual Investors through intermediaries from January 1,
2019. The UPI Mechanism for Retail Individual Investors applying through Designated Intermediaries, in phase
I, was effective along with the prior process and existing timeline of T+6 days (“UPI Phase I”), until June 30,
2019. Subsequently, for applications by Retail Individual Investors through Designated Intermediaries, the
process of physical movement of forms from Designated Intermediaries to SCSBs for blocking of funds has been
discontinued and only the UPI Mechanism with existing timeline of T+6 days is applicable for a period of three
months or launch of five main board public issues, whichever is later (“UPI Phase II”), with effect from July 1,
2019, by SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated June 28, 2019, read with circular
(SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019. Further, as per the SEBI circular
(SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, the UPI Phase II had been extended until
March 31, 2020. However, due to the outbreak of COVID-19 pandemic, UPI Phase II has been further extended
by SEBI until further notice, by its circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated March 30, 2020.
Thereafter, the final reduced timeline of T+3 days may be made effective using the UPI Mechanism for
applications by Retail Individual Investors (“UPI Phase III”), as may be prescribed by SEBI. Accordingly, the
Offer has been considered to be made under UPI Phase II, till any further notice issued by SEBI. If the Offer is
made under UPI Phase III, the same will be advertised in all edition of Financial Express (a widely circulated
English national daily newspaper), all edition of Jansatta (a widely circulated Hindi national daily newspaper)
and all edition of Arthik Lipi (a widely circulated Bengali daily, Bengali being the regional language of West
Bengal, where our Registered Office is located) on or prior to the Bid / Offer Opening Date and such
advertisement shall also be made available to the Stock Exchanges for the purpose of uploading on their websites.
Further, SEBI vide its circular (SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M) dated March 16, 2021 has
introduced certain additional measures for streamlining the process of initial public offers and redressing investor
grievances. This circular shall come into force for initial public offers opening on or after May 1, 2021 and the
provisions of this circular are deemed to form part of this Prospectus. Additionally, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 has provided certain implementation timelines for the
provisions of the circular no. SEBI/HO/CF D/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.

Our Company, the respective Selling Shareholders and the BRLMs do not accept any responsibility for the
completeness and accuracy of the information stated in this section and are not liable for any amendment,
modification or change in the applicable law which may occur after the date of this Prospectus and the Red
Herring Prospects. Bidders were advised to make their independent investigations and ensure that their Bids were
submitted in accordance with applicable laws and did not exceed the investment limits or maximum number of
Equity Shares that can be held by them under applicable law or as specified in the Red Herring Prospectus and
this Prospectus.

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Further, our Company, the Selling Shareholders and the members of the Syndicate do not accept any
responsibility for any adverse occurrences consequent to the implementation of the UPI Mechanism for
application in the Offer.

Book Building Procedure

The Offer has been made through the Book Building Process in accordance with Regulation 6(1) of the SEBI
ICDR Regulations wherein not more than 50% of the Offer was made available for allocation on a proportionate
basis to QIBs, provided that our Company and the Selling Shareholders may, in consultation with the BRLMs,
allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI
ICDR Regulations, of which one-third was reserved for domestic Mutual Funds, subject to valid Bids being
received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. Further, 5% of the net
QIB Portion (excluding the Anchor Investor Portion) was made available for allocation on a proportionate basis
only to Mutual Funds, and the remainder of the QIB Portion was made available for allocation on a proportionate
basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at
or above the Offer Price. Further, not less than 15% of the Offer was made available for allocation on a
proportionate basis to Non-Institutional Investors and not less than 35% of the Offer was made available for
allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids
being received at or above the Offer Price.

The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.

Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form.
The Bid cum Application Forms which do not have the details of the Bidders’ depository account, including DP
ID, Client ID, PAN and UPI ID, as applicable, were required to be treated as incomplete are liable to be rejected.
Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get the
Equity Shares rematerialized subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws.

Phased implementation of Unified Payments Interface

SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of inter alia equity shares.
Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment
mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for
applications by RIIs through Designated Intermediaries with the objective to reduce the time duration from public
issue closure to listing from six Working Days up to three Working Days. Considering the time required for
making necessary changes to the systems and to ensure complete and smooth transition to the UPI payment
mechanism, the UPI Circulars have introduced the UPI Mechanism in three phases in the following manner:

Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board
public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till
June 30, 2019. Under this phase, an RII had the option to submit the ASBA Form with any of the Designated
Intermediary and use his/her UPI ID for the purpose of blocking of funds. The time duration from public issue
closure to listing continued to be six Working Days.

Phase II: This phase has become applicable from July 1, 2019 and the continuation of this phase has been
extended until March 31, 2020. Under this phase, submission of the ASBA Form by RIlIs through Designated
Intermediaries (other than SCSBs) to SCSBs for blocking of funds has been discontinued and is replaced by the
UPI Mechanism. However, the time duration from public issue closure to listing continues to be six Working
Days during this phase. Further, pursuant to SEBI circular dated March 30, 2020, this phase has been extended
till further notice.

Phase III: The commencement period of Phase III is yet to be notified. In this phase, the time duration from
public issue closure to listing is proposed to be reduced to three Working Days. Accordingly, upon commencement
of Phase III, the reduced time duration shall be applicable for the Offer.

The Offer will be made under UPI Phase II of the UPI Circular, unless UPI Phase III of the UPI Circular becomes
effective and applicable on or prior to the Bid/Offer Opening Date. If the Offer is made under UPI Phase III of
the UPI Circular, the same will be advertised in all editions of Financial Express (a widely circulated English
national daily newspaper), all editions of Jansatta (a widely circulated Hindi national daily newspaper) and all
editions of Arthik Lipi (a widely circulated Bengali regional daily newspaper, Bengali being the regional language

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in West Bengal, where our Registered Office is located) on or prior to the Bid/ Offer Opening Date and such
advertisement shall also be made available to the Stock Exchanges for the purpose of uploading on their websites.

All SCSBs offering the facility of making application in public issues shall also provide facility to make
application using UPI. Our Company will be required to appoint one of the SCSBs as a sponsor bank to act as a
conduit between the Stock Exchanges and NPCI in order to facilitate collection of requests and/or payment
instructions of the Retail Individual Investors using the UPI.

For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLMs.

Electronic registration of Bids

a) The Designated Intermediary may register the Bids using the online facilities of the Stock Exchanges.
The Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject
to the condition that they may subsequently upload the off-line data file into the online facilities for Book
Building on a regular basis before the closure of the Offer.

b) On the Bid/ Offer Closing Date, the Designated Intermediaries were required to upload the Bids till such
time as was permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus.

°) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/ Allotment.
The Designated Intermediaries are given till 1:00 pm on the next Working Day following the Bid/ Offer
Closing Date to modify select fields uploaded in the Stock Exchanges’ Platform during the Bid/ Offer
Period after which the Stock Exchange(s) send the bid information to the Registrar to the Offer for further
processing.

Bid cum Application Form

Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus were made
available with the Designated Intermediaries at the Bidding Centres, and our Registered Office. An electronic
copy of the Bid cum Application Form was als be available for download on the websites of BSE
(www.bseindia.com) and NSE (www.nseindia.com) at least one day prior to the Bid/ Offer Opening Date.

All Bidders (other than Anchor Investors) were required to mandatorily participate in the Offer only through the
ASBA process. ASBA Bidders must provide either (i) the bank account details and authorisation to block funds
in the ASBA Form, or (ii) the UPI ID, as applicable, in the relevant space provided in the ASBA Form. The ASBA.
Forms that do not contain such details were liable to be rejected. Applications made by the RIIs using third party
bank account or using third party linked bank account UPI ID were liable for rejection. Anchor Investors were
not permitted to participate in the Offer through the ASBA process. ASBA Bidders were required to ensure that
the Bids were made on ASBA Forms bearing the stamp of the relevant Designated Intermediary, submitted at the
relevant Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such
specified stamp were liable to be rejected. Since the Offer is made under Phase II of the UPI Circulars, ASBA
Bidders were required to submit the ASBA Form in the manner below:

@ RIIs (other than the RIIs using UPI Mechanism) were required to submit their ASBA Forms with SCSBs
(physically or online, as applicable), or online using the facility of linked online trading, demat and bank
account (3 in 1 type accounts), provided by certain brokers.

(ii) RIls using the UPI Mechanism, were required to submit their ASBA Forms with the Syndicate, sub-
syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online
trading, demat and bank account (3 in 1 type accounts), provided by certain brokers.

(iii) QIBs and NIBs may submit their ASBA Forms with SCSBs, Syndicate, sub-syndicate members,
Registered Brokers, RTAs or CDPs.

ASBA Bidders were also required to ensure that the ASBA Account had sufficient credit balance as an amount
equivalent to the full Bid Amount which were required to be blocked by the SCSB. In order to ensure timely
information to investors, SCSBs were required to send SMS alerts to investors intimating them about Bid Amounts
blocked/ unblocked.

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Investors must ensure that their PAN is linked with aadhaar and are in compliance with CBDT notification dated
February 13, 2020 and press release dated June 25, 2021.

For Anchor Investors, the Anchor Investor Application Form was available at the offices of the BRLMs. Anchor
Investors were not permitted to participate in the Offer through the ASBA process.

The prescribed colour of the Bid cum Application Form for the various categories was as follows:

 

Category Colour of Bid cum
Application Form*
Resident Indians, including resident QIBs, Non-Institutional Investors, Retail Individual White
Investors and Eligible NRIs applying on a non-repatriation basis’
Eligible NRIs, FVCls, FPIs and registered bilateral and multilateral institutions applying on a Blue
repatriation basis
Anchor Investors” White

 

“Excluding the electronic Bid cum Application Form

"Electronic Bid cum Application Form were made available for download on the website of the BSE (www.bseindia.com) and NSE
(www.nseindia.com)

“Bid cum Application Forms for Anchor Investors were made available at the offices of the BRLMs.

The relevant Designated Intermediaries were required to upload the relevant bid details in the electronic bidding
system of the Stock Exchanges. For RIIs using the UPI Mechanism, the Stock Exchanges were required to share
the Bid details (including UPI ID) with the Sponsor Bank on a continuous basis to enable the Sponsor Bank to
initiate UPI Mandate Request to RIIs for blocking of funds.

 

In case of ASBA forms, the relevant Designated Intermediaries were required to capture and upload the relevant
bid details (including UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system
of the Stock Exchanges.

For RIIs Bidding using UPI Mechanism, the Stock Exchanges were required to share the Bid details (including
UPI ID) with the Sponsor Bank on a continuous basis through API integration to enable the Sponsor Bank to
initiate UPI Mandate Request to RIIs, for blocking of funds. The Sponsor Bank was required to initiate request
for blocking of funds through NPCI to RIIs, who were required to accept the UPI Mandate Request for blocking
of funds on their respective mobile applications associated with UPI ID linked bank account. For all pending UPI
Mandate Requests, the Sponsor Bank was required to initiate requests for blocking of funds in the ASBA Accounts
of relevant Bidders with a confirmation cut-off time of 12:00 pm on the first Working Day after the Bid/ Issue
Closing Date (“Cut-Off Time”). Accordingly, RIIs Bidding using through the UPI Mechanism were required to
accept UPI Mandate Requests for blocking off funds prior to the Cut-Off Time and all pending UPI Mandate
Requests at the Cut-Off Time shall lapse.

For ASBA Forms (other than RIIs Bidding using UPI Mechanism) Designated Intermediaries (other than SCSBs)
were required to submit/deliver the ASBA Forms to the respective SCSB where the Bidder has an ASBA bank
account and could not submit it to any non-SCSB bank or any Escrow Collection Bank.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities
Act or any state securities laws in the United States, and unless so registered, may not be offered or sold
within the United States, except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with any applicable U.S. state
securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in
‘offshore transactions’ as defined in, and in reliance on, Regulation S under the U.S. Securities Act and the
applicable laws of the jurisdictions where such offers and sales are made.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Participation by the BRLMs, the Syndicate Members and their associates and affiliates
The BRLMs and the Syndicate Members were not allowed to purchase Equity Shares in this Offer in any manner,
except towards fulfilling their respective underwriting obligations. However, the associates and affiliates of the

BRLMs and the Syndicate Members could Bid for Equity Shares in the Offer, either in the QIB Category or in
the Non-Institutional Portion as may be applicable to such Bidders, where the allocation is on a proportionate

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basis, and such subscription may be on their own account or on behalf of their clients. All categories of investors,
including associates or affiliates of the BRLMs and Syndicate Members, were treated equally for the purpose of
allocation to be made on a proportionate basis.

Except as stated below, neither the BRLMs nor any persons related to the BRLMs can apply in the Offer under
the Anchor Investor Portion:

@ mutual funds sponsored by entities which are associate of the BRLMs;
(ii) insurance companies promoted by entities which are associate of the BRLMs;
(iii) AIFs sponsored by the entities which are associate of the BRLMs;

(iv) FPIs other than individuals, corporate bodies and family offices sponsored by the entities which are
associate of the BRLMs; or

(v) Person related to Promoters and the members of the Promoter Group.
Further, an Anchor Investor shall be deemed to be an “associate of the BRLM” if:

@ either of them controls, directly or indirectly through its subsidiary or holding company, not less than
15% of the voting rights in the other; or

(ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control
over the other; or

(iii) there is a common director, excluding nominee director, amongst the Anchor Investors and the BRLMs.
Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate was required to be
lodged with the Bid cum Application Form. Failing this, our Company and the Selling Shareholders reserves the
right to reject any Bid without assigning any reason thereof. Bids made by asset management companies or
custodians of Mutual Funds shall specifically state names of the concerned schemes for which such Bids are made.

In case of a Mutual Fund, a separate Bid could be made in respect of each scheme of the Mutual Fund
registered with SEBI and such Bids in respect of more than one scheme of the Mutual Fund were not treated
as multiple Bids provided that the Bids clearly indicated the scheme concerned for which the Bid was made.

No Mutual Fund scheme could invest more than 10% of its net asset value in equity shares or equity related
instruments of any single company provided that the limit of 10% was not applicable for investments in
case of index funds or sector or industry specific schemes. No Mutual Fund under all its schemes should
own more than 10% of our Company’s paid-up share capital carrying voting rights.

Bids by Eligible NRIs

Eligible NRIs could obtain copies of Bid cum Application Form from the Designated Intermediaries. Eligible NRI
Bidders bidding on a repatriation basis by using the Non-Resident forms should authorise their SCSB to block
their Non-Resident External (“NRE”) accounts (including UPI ID, if activated), or Foreign Currency Non-
Resident (“FCNR”) accounts, and eligible NRI Bidders bidding on a non-repatriation basis by using resident
forms were required to authorise their SCSB to block their Non-Resident Ordinary (“NRO”) accounts for the full
Bid Amount, at the time of the submission of the Bid cum Application Form.

Eligible NRIs Bidding on non-repatriation basis were advised to use the Bid cum Application Form for residents
(white in colour). Eligible NRIs Bidding on a repatriation basis were advised to use the Bid cum Application Form
meant for Non-Residents (blue in colour).

Participation of Eligible NRIs in the Offer was subject to the FEMA Rules. Only bids accompanied by payment
in Indian rupees or fully convertible foreign exchange was required to be considered for allotment.

For details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities”
beginning on page 397.

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Bids by HUFs

Bids by Hindu Undivided Families or HUFs, in the individual name of the Karta. The Bidder was required to
specify that the Bid is being made in the name of the HUF in the Bid cum Application Form as follows: “Name
of sole or First Bidder: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the
Karta”. Bids by HUFs were considered at par with Bids from individuals.

Bids by FPIs

In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI including its investor group
(which means the same multiple entities having common ownership directly or indirectly of more than 50% or
common control) must be below 10% of our post-Offer Equity Share capital. Further, in terms of the FEMA
Regulations, the total holding by each FPI, of an investor group, shall be below 10% of the total paid-up Equity
Share capital of our Company on a fully diluted basis and the total holdings of all FPIs could be up to 100%, being
the sectoral cap, of the paid-up Equity Share capital of our Company on a fully diluted basis.

In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations was required to be attached to the Bid cum Application Form, failing which our Company reserves
the right to reject any Bid without assigning any reason. FPIs who wished to participate in the Offer were advised
to use the Bid cum Application Form for Non-Residents (blue in colour).

In terms of the FEMA Regulations, for calculating the aggregate holding of FPIs in a company, holding of all
registered FPIs was included.

With effect from April 1, 2020, the aggregate limits for FPI investments are the sectoral caps applicable to our
Company (i.e. up to 100% under the automatic route).

The FEMA Non-Debt Instruments Rules was enacted on October 17, 2019 in supersession of the Foreign
Exchange Management (Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017,
except as respects things done or omitted to be done before such supersession. FPIs were permitted to participate
in the Offer subject to compliance with conditions and restrictions which may be specified by the Government
from time to time.

To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed
that at the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income
Tax Department of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories
for the FPIs who have invested in the Offer to ensure there is no breach of the investment limit, within the timelines
for issue procedure, as prescribed by SEBI from time to time.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of the
SEBI FPI Regulations, an FPI, may issue, 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 issued 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 issued only by persons registered as Category I FPIs; (ii) such offshore
derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such offshore
derivative instruments are issued 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
issued that may be issued by our Company, the total investment made by the FPI will be re-classified as FDI
subject to the conditions as specified by SEBI and RBI in this regard and our Company and the investor will be
required to comply with applicable reporting requirements.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
the SEBI FPI Regulations, an FPI is permitted to issue, subscribe to, or otherwise deal in offshore derivative
instruments, directly or indirectly, only if it complies with the following conditions:

a) such offshore derivative instruments are issued only by persons registered as Category I FPIs;
b) such offshore derivative instruments are issued only to persons eligible for registration as Category I
FPIs;

385
°) such offshore derivative instruments are issued after compliance with the ‘know your client’ norms as
specified by SEBI; and

d) such other conditions as may be specified by SEBI from time to time.

An FPI is required to ensure that the transfer of an offshore derivative instruments issued by or on behalf of it, is
subject to (a) the transfer being made to persons which fulfil the criteria provided under the SEBI FPI Regulations
(as mentioned above from points (a) to (d)); and (b) prior consent of the FPI is obtained for such transfer, except
in cases, where the persons to whom the offshore derivative instruments are to be transferred, are pre-approved
by the FPI.

Bids by following FPIs, submitted with the same PAN but with different beneficiary account numbers, Client
IDs and DP IDs shall not be treated as multiple Bids:

. FPIs which utilise the multi investment manager (“MIM”) structure;

. Offshore derivative instruments which have obtained separate FPI registration for ODI and proprietary
derivative investments;

. Sub funds or separate class of investors with segregated portfolio who obtain separate FPI registration;
. FPI registrations granted at investment strategy level/sub fund level where a collective investment

scheme or fund has multiple investment strategies/sub-funds with identifiable differences and managed
by a single investment manager;

. Multiple branches in different jurisdictions of foreign bank registered as FPIs;
. Government and Government related investors registered as Category 1 FPIs; and
. Entities registered as collective investment scheme having multiple share classes.

The Bids belonging to any of the above mentioned seven structures and having same PAN may be collated and
identified as a single Bid in the Bidding process. The Equity Shares allotted in the Bid may be proportionately
distributed to the applicant FPIs (with same PAN). In order to ensure valid Bids, FPIs making multiple Bids using
the same PAN, and with different beneficiary account numbers, Client IDs and DP IDs, are required to provide a
confirmation along with each of their Bid cum Application Forms that the relevant FPIs making multiple Bids
utilize any of the above-mentioned structures and indicate the name of their respective investment managers in
such confirmation. In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be
rejected.

The FPIs who wished to participate in the Offer were advised to use the Bid cum Application Form for non-
residents.

Bids by SEBI registered VCFs, AIFs and FVCIs

The SEBI FVCI Regulations, inter alia, prescribe the investment restrictions on VCFs and FVCIs registered with
SEBI. Further, the SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs.
Accordingly, the holding in any company by any individual VCF or FVCI registered with SEBI should not exceed
25% of the corpus of the VCF or FVCI. Further, VCFs and FVClIs can invest only up to 33.33% of the investible
funds in various prescribed instruments, including in public offerings.

Category I AIFs and Category II AIFs cannot invest more than 25% of the investible funds in one investee
company. A category III AIF cannot invest more than 10% of the investible funds in one investee company. A
VCF registered as a Category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than one-third
of its investible funds by way of subscription to an initial public offering of a venture capital undertaking. Pursuant
to the repeal of the SEBI VCF Regulations, the VCFs which have not re-registered as an AIF under the SEBI AIF
Regulations shall continue to be regulated by the SEBI VCF Regulations until the existing fund or scheme
managed by the fund is wound up and such fund shall not launch any new scheme after the notification of the
SEBI AIF Regulations. Our Company, the Selling Shareholders, and the BRLMs will not be responsible for loss,
if any, incurred by the Bidder on account of conversion of foreign currency.

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Participation of VCFs, AIFs or FVCIs in the Offer shall be subject to the FEMA Rules, amended from time to
time.

All non-resident investors were required to note that refunds (in case of Anchor Investors), dividends and
other distributions, if any, were payable in Indian Rupees only and net of bank charges and commission.

Our Company, the Selling Shareholder or the BRLMs will not be responsible for loss, if any, incurred by
the Bidder on account of conversion of foreign currency.

Bids by Limited Liability Partnerships

In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008,
a certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, was required
to be attached to the Bid cum Application Form. Failing this, our Company and the Selling Shareholders in
consultation with the BRLMs reserved the right to reject any Bid without assigning any reason thereof.

Bids by banking companies

In case of Bids made by banking companies registered with the RBI, certified copies of (i) the certificate of
registration issued by the RBI, and (ii) the approval of such banking company’s investment committee were
required to be attached to the Bid cum Application Form. Failing this, our Company and the Selling Shareholders,
in consultation with the BRLMs, reserved the right to reject any Bid without assigning any reason thereof, subject
to applicable law.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949, as amended, (the “Banking Regulation Act”), and the Master Directions - 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. Further, a banking company is restricted from holding more than 10% of the it’s own paid-up
share capital not being its subsidiary engaged in non-financial services or 10 per cent of the bank’s paid up capital
and reserve, whichever is lower. Further, the aggregate equity investment by a banking company in all subsidiaries
and other entities engaged in financial services company and non-financial services, including overseas
investments cannot exceed 20% of the investee company’s paid up share capital and reserves. However, a banking
company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share capital of
such investee company if (i) the investee company is engaged in non-financial activities permitted for banks in
terms of Section 6(1) of the Banking Regulation Act, or (ii) the additional acquisition is through restructuring of
debt/corporate debt restructuring/strategic debt restructuring, or to protect the bank’s interest on loans/investments
made to a company. The bank is required to submit a time-bound action plan for disposal of such shares within a
specified period to the RBI. A banking company would require a prior approval of the RBI to make investment in
a subsidiary and a financial services company that is not a subsidiary (with certain exceptions prescribed), and
investment in a non-financial services company in excess of 10% of such investee company’s paid-up share capital
as stated in 5(a)(v)(c)(i) of the Reserve Bank of India (Financial Services provided by Banks) Directions, 2016,
as amended.

Bids by SCSBs

SCSBs participating in the Offer were required to comply with the terms of the circulars bearing numbers
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013 dated September 13, 2012 and January 2, 2013, respectively,
issued by SEBI. Such SCSBs are required to ensure that for making applications on their own account using
ASBA, they should have a separate account in their own name with any other SEBI registered SCSBs. Further,
such account could be used solely for the purpose of making application in public issues and clear demarcated
funds should have been available in such account for such applications.

Bids by Insurance Companies

In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI were required to be attached to the Bid cum Application Form. Failing this, our
Company and the Selling Shareholders, in consultation with the BRLMs reserved the right to reject any Bid
without assigning any reason thereof, subject to applicable law.

The exposure norms for insurers are prescribed under the Insurance Regulatory and Development Authority of

India (Investment) Regulations, 2016, as amended (“IRDAI Investment Regulations”), based on investments in
the equity shares of a company, the entire group of the investee company and the industry sector in which the

387
investee company operates. Insurance companies participating in the Offer were advised to refer to the IRDAI
Investment Regulations for specific investment limits applicable to them and shall comply with all applicable
regulations, guidelines and circulars issued by IRDAI from time to time.

Bids by Provident Funds/Pension Funds

In case of Bids made by provident funds/pension funds with minimum corpus of 250 million, subject to
applicable law, a certified copy of a certificate from a chartered accountant certifying the corpus of the provident
fund/pension fund were required to be attached to the Bid cum Application Form. Failing this, our Company and
the Selling Shareholders, in consultation with the BRLMs reserved the right to reject any Bid, without assigning
any reason thereof.

Bids by Systemically Important Non-Banking Financial Companies

In case of Bids made by Systemically Important Non-Banking Financial Companies registered with RBI, certified
copies of: (i) the certificate of registration issued by RBI, (ii) certified copy of its last audited financial statements
on a standalone basis, (iii) a net worth certificate from its statutory auditor, and (iv) such other approval as may
be required by the Systemically Important Non-Banking Financial Companies, were required to be attached to the
Bid cum Application Form. Failing this, our Company and the Selling Shareholders, in consultation with the
BRLMs, reserved the right to reject any Bid without assigning any reason thereof, subject to applicable law.
Systemically Important NBFCs participating in the Offer shall comply with all applicable regulations, guidelines
and circulars issued by RBI from time to time.

The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.

The information set out above is given for the benefit of the Bidders. Our Company, the Selling
Shareholders, and the BRLMs are not liable for any amendments or modification or changes to applicable
laws or regulations, which may occur after the date of this Prospectus. Bidders were advised to make their
independent investigations and ensure that any single Bid from them did 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 the Red Herring Prospectus and this Prospectus.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies,
eligible FPIs, AIFs, Mutual Funds, insurance companies, NBFC-SI, insurance funds set up by the army, navy or
air force of the India, insurance funds set up by the Department of Posts, India or the National Investment Fund
and provident funds with a minimum corpus of 2250.00 million (subject to applicable laws) and pension funds
with a minimum corpus of 3250.00 million, a certified copy of the power of attorney or the relevant resolution or
authority, as the case may be, along with a certified copy of the memorandum of association and articles of
association and/or bye laws was required to be lodged along with the Bid cum Application Form. Failing this, our
Company and the reserved the right to accept or reject any Bid in whole or in part, in either case, without assigning
any reason thereof.

Our Company and Selling Shareholders in consultation with the BRLMs, in their absolute discretion, reserved the
right to relax the above condition of simultaneous lodging of the power of attorney along with the Bid cum
Application Form, subject to such terms and conditions that our Company and Selling Shareholders in consultation
with the BRLMs, deemed fit.

Bids by Anchor Investors

(a) In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this
section the key terms for participation by Anchor Investors are provided below. Anchor Investor
Application Forms were made available for the Anchor Investor Portion at the offices of the BRLMs.

(b) The Bid was required to be for a minimum of such number of Equity Shares so that the Bid Amount
exceeds 2100.00 million. A Bid could not be submitted for over 60% of the QIB Portion. In case of a
Mutual Fund, separate bids by individual schemes of a Mutual Fund were aggregated to determine the
minimum application size of 3100.00 million.

(co) One-third of the Anchor Investor Portion was required to be reserved for allocation to domestic Mutual
Funds.

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(d) Bidding for Anchor Investors opened one Working Day before the Bid/ Offer Opening Date, and was
completed on the same day.

(e) Our Company and the Selling Shareholders, in consultation with the BRLMs could finalise allocation to
the Anchor Investors on a discretionary basis, provided that the minimum number of Allottees in the
Anchor Investor Portion will not be less than:

(i) maximum of two Anchor Investors, where allocation under the Anchor Investor Portion is up
to 7100.00 million;

(ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor
Investor Portion was more than 2100.00 million but up to 22,500.00 million, subject to a
minimum Allotment of 250.00 million per Anchor Investor; and

(iii) in case of allocation above %2,500.00 million under the Anchor Investor Portion, a minimum of
five such investors and a maximum of 15 Anchor Investors for allocation up to 22,500.00
million, and an additional 10 Anchor Investors for every additional 22,500.00 million, subject
to minimum Allotment of 250.00 million per Anchor Investor.

(6) Allocation to Anchor Investors was required to be completed on the Anchor Investor Bid/ Offer Period.
The number of Equity Shares allocated to Anchor Investors and the price at which the allocation was
made, was required to be made available in the public domain by the BRLMs before the Bid/ Offer
Opening Date, through intimation to the Stock Exchanges.

(g) Anchor Investors could not withdraw or lower the size of their Bids at any stage after submission of the
Bid.
(h) If the Offer Price was greater than the Anchor Investor Allocation Price, the additional amount being the

difference between the Offer Price and the Anchor Investor Offer Price was payable by the Anchor
Investors on the Anchor Investor pay-in date specified in the CAN. If the Offer Price is lower than the
Anchor Investor Offer Price, Allotment to successful Anchor Investors was required to be at the higher
price.

@ Equity Shares Allotted in the Anchor Investor Portion will be locked in for a period of 30 days from the
date of Allotment.

i) Neither the BRLMs nor any associate of the BRLMs (except Mutual Funds sponsored by entities which
are associates of the BRLMs or insurance companies promoted by entities which are associate of BRLMs
or AIFs sponsored by the entities which are associate of the BRLMs or FPIs, other than individuals,
corporate bodies and family offices sponsored by the entities which are associate of the and BRLMs)
could apply in the Offer under the Anchor Investor Portion. For details, see “- Participation by the
BRLMs, the Syndicate Members and their associates and affiliates” on page 384.

(k) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion were not considered
multiple Bids.

The information set out above is given for the benefit of the Bidders. Our Company, the Selling
Shareholders, and the BRLMs are not liable for any amendments or modification or changes to applicable
laws or regulations, which may occur after the date of this Prospectus. Bidders were advised to make their
independent investigations and ensure that any single Bid from them did 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 the Red Herring Prospectus and this Prospectus.

General Instructions

Please note that QIBs and Non-Institutional Bidders were not permitted to withdraw their Bid(s) or lower the size
of their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. RIIs could revise their
Bid(s) during the Bid/ Offer Period and withdraw or lower the size of their Bid(s) until Bid/ Offer Closing Date.
Anchor Investors were not allowed to withdraw their Bids after the Anchor Investor Bid/ Offer Period.

Do’s:

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10.

11.

12.

13.

14.

15.

16.

Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable
law, rules, regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should submit
their Bids through the ASBA process only;

Investors must ensure that their PAN is linked with aadhaar and are in compliance with CBDT
notification dated February 13, 2020 and press release dated June 25, 2021.

Ensure that you have Bid within the Price Band;
Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;

Ensure that you (other than the Anchor Investors) have mentioned the correct details of ASBA Account
(ie. bank account number or UPI ID, as applicable) and PAN in the Bid cum Application Form;

Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted
to the Designated Intermediary at the relevant Bidding Centre (except in case of electronic Bids) within
the prescribed time;

Rls Bidding in the Offer shall ensure that they use only their own ASBA Account or only their own
bank account linked UPI ID (only for RIIs using the UPI Mechanism) to make an application in the Offer
and not ASBA Account or bank account linked UPI ID of any third party;

Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the SCSB
before submitting the ASBA Form to the relevant Designated Intermediaries;

Ensure that the signature of the first Bidder in case of joint Bids, is included in the Bid cum Application
Forms. If the first Bidder is not the ASBA Account holder, ensure that the Bid cum Application Form is
also signed by the ASBA Account holder;

Ensure that the names given in the Bid cum Application Form is/are exactly the same as the names in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain the name of only the first Bidder whose name should also appear as the
first holder of the beneficiary account held in joint names;

Ensure that you request for and receive a stamped acknowledgement in the form of a counterfoil of the
Bid cum Application Form for all your Bid options from the concerned Designated Intermediary;

Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original
Bid was placed and obtain a revised acknowledgment;

Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of the circular no. MRD/DoP/Cir-20/2008 dated June 30, 2008 issued by SEBI,
may be exempt from specifying their PAN for transacting in the securities market, (ii) Bids by persons
resident in the state of Sikkim, who, in terms of the circular dated July 20, 2006 issued by SEBI, may be
exempted from specifying their PAN for transacting in the securities market, and (iii) persons/entities
exempt from holding a PAN under applicable law, all Bidders should mention their PAN allotted under
the IT Act. The exemption for the Central or the State Government and officials appointed by the courts
and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received from
the respective depositories confirming the exemption granted to the beneficial owner by a suitable
description in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case
of residents of Sikkim, the address as per the Demographic Details evidencing the same. All other
applications in which PAN is not mentioned will be rejected;

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;

Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure
proper upload of your Bid in the electronic Bidding system of the Stock Exchanges;

Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc.,
relevant documents including a copy of the power of attorney, if applicable, are submitted;

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17.

18.

19.

20.

21.

22.

23.

24.

25:

26.

27.

28.

29.

Ensure that Bids submitted by any person outside India is in compliance with applicable foreign and
Indian laws;

However, Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the
event such FPIs utilise the MIM Structure and such Bids have been made with different beneficiary
account numbers, Client IDs and DP IDs.

Since the Allotment will be in dematerialised form only, ensure that the depository account is active, the
correct DP ID, Client ID, UPI ID (for RIIs bidding through UPI mechanism) and the PAN are mentioned
in their Bid cum Application Form and that the name of the Bidder, the DP ID, Client ID, UPI ID (for
RIIs bidding through UPI mechanism) and the PAN entered into the online IPO system of the Stock
Exchanges by the relevant Designated Intermediary, as applicable, matches with the name, DP ID, Client
ID, UPI ID (for RIIs bidding through UPI mechanism) and PAN available in the Depository database;

In case of QIBs and NIIs, ensure that while Bidding 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 at least one branch at that location
for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the
website of SEBI at http://www.sebi.gov.in);

Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application
Form, or have otherwise provided an authorisation to the SCSB or the Sponsor Bank, as applicable, via
the electronic mode, for blocking funds in the ASBA Account equivalent to the Bid Amount mentioned
in the Bid cum Application Form at the time of submission of the Bid. In case of RIIs Bidding through
the UPI Mechanism, ensure that you authorise the UPI Mandate Request raised by the Sponsor Bank for
blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment;

Ensure that the Demographic Details are updated, true and correct in all respects;

The ASBA Bidders shall use only their own bank account or only their own bank account linked UPI ID
for the purposes of making Application in the Offer, which is UPI 2.0 certified by NPCI;

Bidders (except RIIs Bidding through the UPI Mechanism) should instruct their respective banks to
release the funds blocked in the ASBA account under the ASBA process. In case of RIIs, once the
Sponsor Bank issues the Mandate Request, the RIIs would be required to proceed to authorise the
blocking of funds by confirming or accepting the UPI Mandate Request to authorise the blocking of
funds equivalent to application amount and subsequent debit of funds in case of Allotment, in a timely
manner;

Bidding through UPI Mechanism shall ensure that details of the Bid are reviewed and verified by opening
the attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate Request
using his/her UPI PIN. Upon the authorisation of the mandate using his/her UPI PIN, a RII Bidding
through UPI Mechanism shall be deemed to have verified the attachment containing the application
details of the RII Bidding through UPI Mechanism in the UPI Mandate Request and have agreed to block
the entire Bid Amount and authorised the Sponsor Bank issue a request to block the Bid Amount specified
in the Bid cum Application Form in his/her ASBA Account;

RIIs bidding using the UPI Mechanism should mention valid UPI ID of only the Bidder (in case of single
account) and of the first Bidder (in case of joint account) in the Bid cum Application Form;

RIIs using the UPI Mechanism who have revised their Bids subsequent to making the initial Bid should
also approve the revised UPI Mandate Request generated by the Sponsor Bank to authorise blocking of
funds equivalent to the revised Bid Amount and subsequent debit of funds in case of Allotment in a
timely manner.

Bids by Eligible NRIs HUFs and any individuals, corporate bodies and family offices which are
recategorised as Category II FPI and registered with SEBI for a Bid Amount of less than 200,000 would
be considered under the Retail Category for the purposes of allocation and Bids for a Bid Amount
exceeding 200,000 would be considered under the Non-Institutional Category for allocation in the
Offer; and

Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs.

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The Bid cum Application Form was liable to be rejected if the above instructions, as applicable, were not complied
with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not
mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019
were liable to be rejected.

Don'ts:

1. Do not Bid for lower than the minimum Bid Lot;

2: Do not submit a Bid using UPI ID, if you are not a RII;

4. Do not Bid for a Bid Amount exceeding %200,000 for Bids by Retail Individual Investors and

%500,000.00 for Bids by Eligible Employees;

4. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case
may be, after you have submitted a Bid to any of the Designated Intermediary;

5. Do not Bid/ revise the Bid amount to less than the floor price or higher than the cap price;

6. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock
invest;

7. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary
only;

8. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);

9: Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA
process;

10. Do not submit the Bid for an amount more than funds available in your ASBA account;

11. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid

cum Application Forms in a colour prescribed for another category of Bidder;

12. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your
relevant constitutional documents or otherwise;

13. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors
having valid depository accounts as per Demographic Details provided by the depository);

14. Do not fill up the Bid cum Application Form such that the Equity Shares Bid for exceeds the Offer size
and/or investment limit or maximum number of the Equity Shares that can be held under the applicable
laws or regulations or maximum amount permissible under the applicable regulations or under the terms
of the Red Herring Prospectus;

15. Do not Bid for Equity Shares more than specified by the respective Stock Exchanges for each category;

16. In case of ASBA Bidders (other than RIIs using UPI mechanism), do not submit more than one Bid cum
Application Form per ASBA Account;

17. If you are RII and are using UPI mechanism, do not submit more than one Bid cum Application Form
for each UPI ID;

18. Do not make the Bid cum Application Form using third party bank account or using third party linked
bank account UPI ID;

19. Anchor Investors should not bid through the ASBA process;
20. Do not submit the Bid cum Application Form to any non-SCSB bank or our Company;

21. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case
may be, after you have submitted a Bid to any of the Designated Intermediaries;

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22. Do not submit the GIR number instead of the PAN;

23. Anchor Investors should submit Anchor Investor Application Form only to the BRLMs;

24. Do not Bid on a Bid cum Application Form that does not have the stamp of a Designated Intermediary;

25. Do not submit your Bid after 3 pm on the Bid/ Offer Closing Date;

26. If you are a QIB, do not submit your Bid after 3 p.m. on the QIB Bid/ Offer Closing Date;

27. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the
Bid Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. Retail Individual Investors can

revise or withdraw their Bids on or before the Bid/ Offer Closing Date;

28. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres.
If you are RII and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs;

29. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID details if you are a RII Bidding
through the UPI Mechanism. Further, do not provide details for a beneficiary account which is suspended
or for which details cannot be verified to the Registrar to the Offer;

30. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for
blocking in the relevant ASBA account;

31. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the
NPCLI in case of Bids submitted by RIIs using the UPI Mechanism;

32. RIlIs Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of an
SCSB or a banks which is not mentioned in the list provided in the SEBI website is liable to be rejected;
and

33. Do not submit more than one Bid cum Application Form for each UPI ID in case of RIIs Bidding using

the UPI Mechanism.
34. Do not Bid if you are an OCB.

The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.

Further, in case of any pre-issue or post issue related issues regarding share certificates/ demat credit/ refund
orders/ unblocking, etc., investors shall reach out the Compliance Officer. For details of the Compliance Officer,
see “General Information” beginning on page 66.

In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding four Working Days from the Bid/ Offer Closing Date, the Bidder shall be
compensated at a uniform rate of 7100 per day for the entire duration of delay exceeding four Working Days from
the Bid/ Offer Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLMs
shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay
in unblocking.

For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information
Document.

Names of entities responsible for finalising the basis of allotment in a fair and proper manner

The authorised employees of the Stock Exchanges, along with the BRLMs and the Registrar to the Offer, shall
ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure
specified in SEBI ICDR Regulations.

Method of allotment as may be prescribed by SEBI from time to time

Our Company will not make any allotment in excess of the Equity Shares offered through the Offer through the
offer document except in case of oversubscription for the purpose of rounding off to make allotment, in

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consultation with the Designated Stock Exchange. Further, upon oversubscription, an allotment of not more than
1% of the Offer to public may be made for the purpose of making allotment in minimum lots.

The allotment of Equity Shares to applicants other than to the RIIs and Anchor Investors shall be on a
proportionate basis within the respective investor categories and the number of securities allotted shall be rounded
off to the nearest integer, subject to minimum allotment being equal to the minimum application size as determined
and disclosed.

The allotment of Equity Shares to each RII shall not be less than the minimum bid lot, subject to the availability
of shares in RII category, and the remaining available shares, if any, shall be allotted on a proportionate basis.

Payment into Anchor Investor Escrow Account

Our Company and the Selling Shareholders, in consultation with the BRLMs decided the list of Anchor Investors
to whom the CAN was sent, pursuant to which, the details of the Equity Shares allocated to them in their respective
names were notified to such Anchor Investors. For Anchor Investors, the payment instruments for payment into
the Anchor Investor Escrow Account were required to be drawn in favour of:

(a) In case of resident Anchor Investors: “TEGA INDUSTRIES LIMITED - IPO - ANCHOR INVESTOR,
_R”

(b) In case of Non-Resident Anchor Investors: “TEGA INDUSTRIES LIMITED - IPO — ANCHOR
INVESTOR - NR”

Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as
an arrangement between our Company, the Selling Shareholders, the Syndicate, the Escrow Collection Bank and
the Registrar to the Offer to facilitate collections of Bid amounts from Anchor Investors.

Pre-Offer Advertisement

Our Company, after filing the Red Herring Prospectus with the RoC, published a pre-Offer advertisement, in the
form prescribed under the SEBI ICDR Regulations, in all editions of Financial Express (a widely circulated
English national daily newspaper), all editions of Jansatta (a widely circulated Hindi national daily newspaper)
and all editions of Arthik Lipi (a widely circulated Bengali regional daily newspaper, Bengali being the regional
language in West Bengal, where our Registered Office is located).

In the pre-Offer advertisement, stated the Bid/ Offer Opening Date and the Bid/ Offer Closing Date. This
advertisement, subject to the provisions of Section 30 of the Companies Act, was in the format prescribed in Part
A of Schedule X of the SEBI ICDR Regulations.

The information set out above was given for the benefit of the Bidders/applicants. Our Company, the
respective Selling Shareholders, and the BRLMs are not liable for any amendments or modification or
changes in applicable laws or regulations, which may occur after the date of the Red Herring Prospectus
and this Prospectus. Bidders/applicants were advised to make their independent investigations and ensure
that the number of Equity Shares Bid for did not exceed the prescribed limits under applicable laws or
regulations.

Signing of the Underwriting Agreement and Filing with the RoC

(a) Our Company, the Selling Shareholders and the Underwriters have entered into an Underwriting
Agreement.
(b) After signing the Underwriting Agreement, this Prospectus will be filed with the RoC in accordance with

applicable law. This Prospectus contains details of the Offer Price, the Anchor Investor Offer Price, the
Offer size, and underwriting arrangements and is complete in all material respects.

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:

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“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

() 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 21
million 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 21 million or one
per cent of the turnover of the company, whichever is lower, and does not involve public interest, any person
guilty of such fraud shall be punishable with imprisonment for a term which may extend to five years or with fine
which may extend to 25.00 million or with both.

Undertakings by our Company
Our Company undertakes the following:
. adequate arrangements were made to collect all Bid cum Application Forms submitted by Bidders;

. the complaints received in respect of the Offer have been and shall be attended to by our Company
expeditiously and satisfactorily;

. 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 six working days of
the Bid/ Offer Closing Date or within such other time period prescribed by SEBI will be taken;

. 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;

. if Allotment is not made within six working days from the Bid/ Offer Closing Date or such other
prescribed timelines under applicable laws, the entire subscription amount received will be
refunded/unblocked within the time prescribed under applicable laws. If there is a delay beyond such
prescribed time, our Company shall pay interest prescribed under the Companies Act, the SEBI ICDR
Regulations and other applicable laws 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;

. that if our Company or the Selling Shareholders do not proceed with the Offer after the Bid/ Offer Closing
Date but prior to Allotment, the reason thereof shall be given as a public notice within two days of the
Bid/ Offer Closing Date. The public notice shall be issued in the same newspapers where the pre-Offer
advertisements were published. The Stock Exchanges shall be informed promptly;

. that if our Company and the Selling Shareholders withdraw the Offer after the Bid/ Offer Closing Date,
our Company shall be required to file a fresh offer document with SEBI, in the event our Company or
the Selling Shareholders subsequently decide to proceed with the Offer;

. that, except any exercise of options vested pursuant to ESOP Schemes, no further issue of the Equity
Shares shall be made till the Equity Shares offered through the Red Herring Prospectus are listed or until
the Bid monies are refunded/unblocked in the relevant ASBA Accounts on account of non-listing, under-
subscription, etc.; and

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that, except for any exercise of options vested pursuant to ESOP Schemes, no further issue of the Equity
Shares shall be made till the Equity Shares offered through the Red Herring Prospectus are listed or until
the Bid monies are refunded/unblocked in the relevant ASBA Accounts on account of non-listing, under-
subscription, etc.; and

adequate arrangements were made to collect all Bid cum Application Forms from Bidders.

Undertakings by the Selling Shareholders

Each Selling Shareholder, severally and not jointly, specifically undertakes and/or confirms the following in
respect to itself and its respective portion of the Offered Shares:

the Equity Shares offered by it in the Offer for Sale are eligible for being offered in the Offer for Sale in
terms of Regulation 8 of the SEBI ICDR Regulations, are fully paid up and shall be in dematerialized
form at the time of transfer;

it shall not sell, pledge, purchase or create any other encumbrance the Offered Shares until such time that
the lock-in (if applicable) remains effective save and except as may be permitted under the SEBI ICDR
Regulations;

it is the legal and beneficial holder and has full title to its respective portion of the Offered Shares;

it shall provide reasonable support and extend reasonable cooperation as required or requested by our
Company and/ or the BRLMs for the purpose of redressal of such investor grievances, solely in relation
to itself, and in relation to its portion of the Offered Shares;

it shall provide reasonable assistance to our Company and the BRLMs in the taking of all steps as may
be required for completion of the necessary formalities for listing and commencement of trading at the
Stock Exchanges, in relation to the Offer, including in respect of the dispatch of refund orders or
allotment advice or communications to bidders in relation to electronic refunds;

its respective portion of the Offered Shares are free and clear of any encumbrances and shall be
transferred to the Bidders within the time specified under applicable law; and

it shall not access or have recourse to the money raised in the Offer for Sale until receipt by our Company
of the final listing and trading approvals from all the Stock Exchanges in accordance with applicable law.

Utilisation of Offer Proceeds

Our Board and the Selling Shareholders, severally and not jointly, specifically confirm that all monies received
out of the Offer shall be credited/transferred to a separate bank account other than the bank account referred to
in sub-Section (3) of Section 40 of the Companies Act, 2013.

396
RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the FEMA, the Consolidated FDI Policy and the
circulars and notifications issued thereunder. Unless specifically restricted, foreign investment is freely permitted
in all sectors of the Indian economy, subject to certain applicable pricing and reporting requirements.

The Government has from time to time made policy pronouncements on FDI through press notes and press
releases. The Department for Promotion of Industry and Internal Trade (formerly Department of Industrial Policy
and Promotion), Ministry of Commerce and Industry, Gol, issued the consolidated FDI Policy by way of circular
under DPIIT file number 5(2)/2020-FDI Policy, with effect from October 15, 2020, which consolidates and
supersedes all previous press notes, press releases and clarifications on FDI issued by the DIPP that were in force
and effect. The Government proposes to update the consolidated circular on FDI Policy once every year and
therefore, the FDI Policy will be valid until the DIPP issues an updated circular.

Subject to certain condition, the transfer of shares by way of sale between an Indian resident and a non-resident
does not require the prior approval of the RBI or the relevant ministry or department of the Government of India,
provided that (i) the activities of the investee company are under the automatic route under the FDI Policy and
transfer does not attract the provisions of the Takeover Regulations; (ii) the non-resident shareholding is within
the sectoral limits under the Consolidated FDI Policy; and (iii) the pricing is in accordance with the guidelines
prescribed by SEBI and RBI.

Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT, all
investments by entities incorporated in 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 of India, as prescribed in the Consolidated FDI Policy. It is not clear
from the press note whether or not an issuance of the Equity Shares to Restricted Investors will also require a prior
approval of the Government of India and each Bidder should seek independent legal advice about its ability to
participate in the Offer. In the event such prior approval of the Government of India is required and such approval
has been obtained, the Bidder was required to intimate the Company and the Registrar about such approval within
the Offer Period.

As per the existing policy of the Government, OCBs cannot participate in this Offer.

The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders and
the BRLMs are not liable for any amendments or modification or changes in applicable laws or regulations,
which may occur after the date of this Prospectus. Bidders were advised to make their independent
investigations and ensure that the number of Equity Shares Bid for did not exceed the applicable limits
under laws or regulations.

The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities
Act or any state securities laws in the United States, and unless so registered, may not be offered or sold
within the United States, except pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the U.S. Securities Act and in accordance with any applicable U.S. state
securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States in
‘offshore transactions’ as defined in, and in reliance on, Regulation S under the U.S. Securities Act and the
applicable laws of the jurisdictions where such offers and sales are made.

397
SECTION VIII - MAIN PROVISIONS OF ARTICLES OF ASSOCIATION

Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of
Association of our Company. Pursuant to Schedule I of the Companies Act, 2013 and the SEBI ICDR Regulations,
the main provisions of the Articles of Association of our Company are detailed below.

The Articles of Association of the Company comprise two parts, Part A and Part B. In case of inconsistency or
conflict between Part A and Part B, the provisions of Part B shall be applicable; however, Part B shall stand
deleted, not have any force and be deemed to be removed from the Articles of Association upon the allotment of
equity shares of the Company to the allottees pursuant to an initial public offering of the equity shares of the
Company, without any further corporate or other action by the Company or its shareholders.

PART A OF THE ARTICLES OF ASSOCIATION
Applicability of Table F

Subject as hereinafter provided and in so far as these presents do not modify or exclude them, the regulations.
contained in Table ‘F’ of Schedule I of the Companies Act, 2013 shall apply to the Company only so far as they
are not inconsistent with any of the provisions contained in these Articles or modification thereof or are not
expressly or by implication excluded from these Articles.

The regulations for the management of the Company and for the observance by the members thereto and their
representatives, shall, subject to any exercise of the statutory powers of the Company with reference to the deletion
or alteration of or addition to its regulations by resolution as prescribed or permitted by the Companies Act, 2013,
as amended from time to time, be such as are contained in these Articles.

Definitions and Interpretation
1. In these regulations:-

@ Unless the context otherwise requires, words or expressions contained in these Articles shall bear the
same meaning as in the Act or any statutory modifications thereof in force at the date on which the
Articles become binding on the Company. In these Articles:

“Act” means Companies Act, 2013, and any amendments, re-enactments or other statutory modifications thereof
for the time being in force and the term shall be deemed to refer to the applicable section thereof which is relatable
to the relevant Article in which the said term appears in these Articles and any previous company law, so far as
may be applicable.

“Articles” or “Articles of Association” means the articles of association of the Company as amended from time
to time.

“Alternate Director” shall have the meaning ascribed to it in Article 122 of these Articles.

“Board” or “Board of Directors” means the Board of Directors of the Company as constituted from time to time
in accordance with the terms of these Articles.

“Company” means Tega Industries Limited, a company incorporated under the laws of India.

“Depositories Act” means the Depositories Act, 1996 or any statutory modification or re-enactment thereof for
the time being in force.

“Depository” means a Depository as defined under clause (e) of sub-Section (1) of Section 2 of the Depositories
Act and includes a company registered under the Act, which has been granted a Certificate of Registration under
sub section 1(A) of section 12 of the Securities and Exchange Board of India Act, 1992.

“Director” means a director of the Board, including Alternate Directors and Independent Directors appointed
from time to time in accordance with the terms of these Articles and the provisions of the Act.

“Equity Share Capital” means in relation to the Company, its equity share capital within the meaning of Section
43 of the Act, as amended from time to time.

398
“Equity Shares” means the issued, subscribed and fully paid-up equity shares of the Company of Rs. 10/- (Rupees
ten only) each.

“General Meeting” means any duly convened meeting of the Shareholders of the Company and includes an extra-
ordinary general meeting.

“Independent Director” shall have the meaning assigned to the said term under the Act and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

“INR” or “Rs.” or “%” means the Indian Rupee, the currency and legal tender of the Republic of India.

“Law” includes all Indian statutes, enactments, acts of legislature or parliament, laws, ordinances, rules, bye-laws,
regulations, notifications, guidelines, policies, directions, determinations, directives, writs, decrees, injunctions,
judgments, rulings, awards, clarifications and other delegated legislations and orders of any governmental
authority (including but not limited to the Reserve Bank of India Act, 1934 and any applicable rules, regulations
and directives of the Reserve Bank of India), statutory authority, tribunal, board, court, stock exchange or other
judicial or quasi-judicial adjudicating authority and, if applicable, foreign law, international treaties, protocols and
regulations.

“Member” means a member of the Company within the meaning of sub-Section 55 of Section 2 of the Act, as
amended from time to time.

“Original Director” shall have the meaning ascribed to it in Article 122 of these Articles.

“Person” means any individual, sole proprietorship, unincorporated association, unincorporated organization,
body corporate, corporation, partnership, unlimited or limited liability company, joint venture, governmental
authority, Hindu undivided family, trust, union, organization or any other entity that may be treated as a person
under applicable Law.

“Preference Share Capital” means in relation to the Company, its preference share capital within the meaning
of Section 43 of the Act, as amended from time to time.

“Seal” means the common seal of the Company.

“Shares” means a share in the Share Capital of the Company.

“Share Capital” means the Equity Share Capital and Preference Share Capital of any face value together with all
rights, differential rights, obligations, title, interest and claim in such shares and includes all subsequent issue of
such shares of whatever face value or description, bonus shares, conversion shares and shares issued pursuant to
a stock split or the exercise of any warrant, option or other convertible security of the Company.

“Shareholder” means a Member of the Company.

@ The terms “writing” or “written” include printing, typewriting, lithography, photography and any other

mode or modes (including electronic mode) of representing or reproducing words in a legible and non-
transitory form.

(ii) The headings hereto shall not affect the construction hereof.
(iii) Words importing the singular shall include the plural and vice versa;
(iv) Any reference to a particular statute or provisions of the statute shall be construed to include reference

to any rules, regulations or other subordinate legislation made under the statute and shall, unless the
context otherwise requires, include any statutory amendment, modification or re-enactment thereof.

(v) the expressions “hereof”, “herein” and similar expressions shall be construed as references to these
Articles as a whole and not limited to the particular Article in which the relevant expression appears;

(vi) any reference to a “person” includes any individual, firm, corporation, partnership, company, trust,
association, joint venture, government (or agency or political subdivision thereof) or other entity of any
kind, whether or not having separate legal personality. A reference to any person in these Articles shall,
where the context permits, include such person’s executors, administrators, heirs, legal representatives
and permitted successors and assigns;

399
Any reference to an agreement or other document shall be construed to mean a reference to the agreement or other
document, as amended or novated from time to time.

Share capital and variation of rights

The authorized Share Capital of the Company shall be as per Clause V of the Memorandum of Association of the
Company.

2.

@
(ii)
(iii)

(iv)

(vy)

@

Subject to the provisions of the Act and these Articles, the Shares for the time being shall be under the
control of the Board, which may issue, allot or otherwise dispose of the Shares or any of them to such
persons, in such proportion, on such terms and conditions, either at a premium or at par or at a discount
(subject to compliance with the provisions of the Act), at such time as it may from time to time deem fit,
and with the sanction of the Company in a 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 Board deems fit, and may issue and allot Shares 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. Any Shares so
allotted may be issued as fully paid-up Shares and if so issued, shall be deemed to be fully paid-up Shares.
Notwithstanding the foregoing, the option or right to call for Shares shall not be given to any person or
persons without the sanction of the Company in a General Meeting.

Subject to these Articles and the provisions of the Act, the Company may, from time to time, increase
the Share Capital by such sum, to be divided into Shares of such amount, as may be specified in the
resolution.

Subject to the provisions of the Act, the Company may from time to time, undertake any of the following:
increase, reduce or otherwise alter its authorised Share Capital in such manner as it thinks expedient;
consolidate and divide all or any of its Share Capital into Shares of larger amount than its existing Shares;

convert all or any of its fully paid-up Shares into stock, and reconvert that stock into fully paid-up Shares
of any denomination;

sub-divide its Shares, or any of them, into Shares of smaller amount, such that the proportion between
the amount paid and the amount, if any, unpaid on each reduced Share shall be the same as it was in case
of the Share from which the reduced Share is derived; or

cancel any Shares which, at the date of the passing of the resolution in that behalf, have not been taken
or agreed to be taken by any Person, and diminish the amount of its Share Capital by the amount of
Shares so cancelled. A cancellation of Shares pursuant to this Article shall not be deemed to be a
reduction of the Share Capital within the meaning of the Act.

Subject to the provisions of these Articles, the Act, other applicable Law and subject to such other
approvals, permissions or sanctions as may be necessary, the Company may issue any Shares with or
without differential rights upon such terms and conditions and with such rights and privileges (including
with regard to voting rights and dividend) as may be permitted by the Act or the applicable Law or
guidelines issued by the statutory authorities and/or listing requirements and that the provisions of these
Articles.

Subject to the provisions of the Act, any preference shares may be issued on the terms that they are, or
at the option of the Company are, liable to be redeemed on such terms and in such manner as the Company
before the issue of the preference shares may, in accordance with the provisions of the Act.

The period of redemption of such preference shares shall not exceed the maximum period for redemption
provided under the Act.

Subject to Law, where at any time, it is proposed to increase its subscribed capital by the issue/allotment
of further Shares either out of the unissued capital or increased Share Capital then, such further Shares
may be offered to:

Persons who, at the date of offer, are holders of Shares of the Company, in proportion, as nearly as
circumstances admit, to the capital paid up on those Shares by sending a letter of offer subject to the

400
following conditions: (a) the offer shall be made by notice specifying the number of Shares offered and
limiting a time not being less than 15 (fifteen) days or such lesser number of days as may be prescribed
under the Act and not exceeding 30 (thirty) days from the date of the offer within which the offer, if not
accepted, will be deemed to have been declined; (b) the offer aforesaid shall be deemed to include a right
exercisable by the Person concerned to renounce the Shares offered to him or any of them in favour of
any other Person and the notice referred to in (i) shall contain a statement of this right, provided that the
Board may decline, without assigning any reason therefore, to allot any Shares to any Person in whose
favor any Member may renounce the Shares offered to him; and (c) after expiry of the time specified in
the notice aforesaid, or on receipt of earlier intimation from the Person to whom such notice is given that
he declines to accept the Shares offered, the Board may dispose of them in such manner which is not
disadvantageous to the Members and the Company;

Nothing in sub-Article (i) (b) above shall be deemed to extend the time within which the offer should be accepted;
or to authorize any Person to exercise the right of renunciation for a second time on the ground that the Person in
whose favour the renunciation was first made has declined to take the Shares comprised in the renunciation.

(ii) employees under a scheme of employees’ stock option, subject to special resolution passed by the
Company and subject to such conditions as may be prescribed under the Act and other applicable Laws;
or

(iii) any Persons, if authorised by a special resolution, whether or not those Persons include the Persons
referred to in (i) or (ii) above, either for cash or for a consideration other than cash, subject to applicable
Laws.

9. Nothing in Article 9 above shall apply to the increase of the subscribed capital of the Company caused
by the exercise of an option as a term attached to the debentures issued or loan raised by the Company
to convert such debentures or loans into Shares in the Company or to subscribe for Shares in the
Company. Provide that the terms of the issue of such debentures or the terms of such loans include a
term providing for such option and such term:

@ Either has been approved by the Central Government before the issue of debentures or the raising of the
loans or is in conformity with the Rules, if any made by that Government in this behalf; and

(ii) In the case of debentures or loans or other than debentures issued to, or loans obtained from the
Government or any institution specified by the Central Government in this behalf, has also been approved
by the Special Resolution passed by the Company in General Meeting before the issue of the loans.

10. Save as otherwise provided in the Articles, the Company shall be entitled to treat the registered holder
of any Share as the absolute owner thereof and accordingly shall not, except as ordered by a Court of
competent jurisdiction, or as by Law required, be bound to recognize any equitable or other claim to or
interest in such Shares on the part of any other Person.

11. Except as required by Law, no Person shall be recognised by the Company as holding any Share upon
any trust, and the Company shall not be bound by, or be compelled in any way to recognise (even when
having notice thereof) any equitable, contingent, future or partial interest in any Share, or any interest in
any fractional part of a Share, or (except only as by these Articles or by Law otherwise provided) any
other rights in respect of any Share except an absolute right to the entirety thereof in the registered holder.

12. If at any time the Share Capital is divided into different classes of Shares, the rights attached to any class
(unless otherwise provided by the terms of issue of the Shares of that class) may, subject to the provisions
of the Act, and whether or not the Company is being wound up, be varied with the consent in writing of
the holders of three-fourths of the issued Shares of that class, or with the sanction of a special resolution
passed at a separate meeting of the holders of the Shares of that class. To every such 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, but so that the necessary quorum shall be at least two persons
holding at least one-third of the issued Shares of the class in question.

13. The rights conferred upon the holders of the Shares of any class issued with preferred or other rights shall

not, unless otherwise expressly provided by the terms of issue of the Shares of that class, be deemed to
be varied by the creation or issue of further Shares ranking pari passu therewith.

401
14.

15.

16.

17.

@
(i)
(iii)
Lien

18.

19.

20.

21.

Subject to the provisions of the Act, the Company may issue bonus Shares to its Members out of (i) its
free reserves; (ii) the securities premium account; or (iii) the capital redemption reserve account, in any
manner as the Board may deem fit.

Subject to the provisions of Sections 68 to 70 and other applicable provisions of the Act or any other
Law for the time being in force, the Company shall have the power to buy-back its own Shares or other
securities, as it may consider necessary.

Subject to the provisions of the Act, the Company shall have the power to make compromise or make
arrangements with creditors and Members, consolidate, demerge, amalgamate or merge with other
company or companies in accordance with the provisions of the Act and any other applicable Laws.

Subject to the provisions of the Act, the Company may, from time to time, by special resolution reduce
in any manner and with, and subject to, any incident authorised and consent required under applicable
Law:

the Share Capital;
any capital redemption reserve account; or

any securities premium account.

The Company shall have a first and paramount lien upon all the Shares/ debentures (other than fully paid
up Shares/debentures) registered in the name of each Member (whether solely or jointly with others),
and upon the proceeds of sale thereof for all moneys (whether presently payable or not) called or payable
at a fixed time in respect of such Shares/debentures and no equitable interest in any Share shall be created
except upon the footing and condition that this Article will have full effect. Such lien shall extend to all
dividends and bonuses from time to time declared in respect of such Shares/debentures. Fully paid up
Shares shall be free from all liens. 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 Board may at any time declare any Shares/debentures wholly or in part to be exempt from the
provisions of this Article.

Subject to the provisions of the Act, the Company may sell, in such manner as the Board thinks fit, any
Shares on which the Company has a lien.

A Member shall not exercise any voting rights in respect of the Shares in regard to which the Company
has exercised the right of lien.

The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a
lien:

Provided that no sale shall be made—

a)
b)

22.

23.

unless a sum in respect of which the lien exists is presently payable; or

until the expiration of 14 (fourteen) days after a notice in writing stating and demanding payment of such
part of the amount in respect of which the lien exists as is presently payable, has been given to the
registered holder for the time being of the share or the person entitled thereto by reason of his death or
insolvency.

To give effect to any such sale, the Board may authorise some person to transfer the Shares sold to the
purchaser thereof. The purchaser shall be registered as the holder of the Shares comprised in any such
transfer. The purchaser shall not be bound to see to the application of the purchase money, nor shall his
title to the Shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.

The proceeds of the sale shall be received by the Company and applied in payment of such part of the
amount in respect of which the lien exists as is presently payable. The residue, if any, shall, subject to a
like lien for sums not presently payable as existed upon the Shares before the sale, be paid to the person
entitled to the Shares at the date of the sale.

402
Calls on shares

24.

25.

26.

27.

28.

29.

30.

31.

Subject to the provisions of the Act, the Board may, from time to time, make calls upon the Members in
respect of any money unpaid on their Shares (whether on account of the nominal value of the Shares or
by way of premium) and not by the conditions of allotment thereof made payable at fixed times.

Each Member shall, subject to receiving at least 14 (fourteen) days’ notice specifying the time or times
and place of payment, pay to the Company, at the time or times and place so specified, the amount called
on his Shares.

A call may be revoked or postponed at the discretion of the Board.

A call shall be deemed to have been made at the time when the resolution of the Board authorising the call
‘was passed and may be required to be paid by instalments.

The joint-holders of a Share shall be jointly and severally liable to pay all calls in respect thereof.

If a sum called in respect of a Share is not paid before or on the day appointed for payment thereof, the
Person from whom the sum is due shall pay interest thereof from the day appointed for payment thereof
to the time of actual payment at 10% (ten per cent) per annum or at such lower rate, if any, as the Board
may determine. The Board shall be at liberty to waive payment of any such interest wholly or in part.

Any sum which by the terms of the issue of a Share becomes payable on allotment or at any fixed date,
whether on account of the nominal value of the Share or by way of premium, shall, for the purposes of
these Articles, be deemed to be a call duly made and payable on the date on which by the terms of issue,
such sum becomes payable. In case of non-payment of such sum, all the relevant provisions of these
Articles as to payment of interest and expenses, forfeiture or otherwise shall apply as if such sum had
become payable by virtue of a call duly made and notified.

The Board may, if it thinks fit, subject to the provisions of the Act, agree to and receive from any Member
willing to advance the same, whole or any part of the moneys due upon the Shares held by him beyond
the sums actually called for and upon the amount so paid or satisfied in advance, or so much thereof as
from time to time exceeds the amount of the calls then made upon the Shares in respect of which such
advance has been made, the Company may pay interest at such rate as determined by the Board and the
Member paying such sum in advance agree upon, provided that money paid in advance of calls shall not
confer a right to participate in profits or dividend. The Board may at any time repay the amount so
advanced.

The Member shall not be entitled to any voting rights in respect of the moneys so paid by him until the same would,
but for such payment, become presently payable.

The provisions of these Articles shall mutatis mutandis apply to any calls on debentures of the Company.

Transfer of shares

32.

33.

The securities or other interest of any Member shall be freely transferable, provided that any contract or
arrangement between 2 (two) or more Persons in respect of transfer of securities shall be enforceable as
a contract. The instrument of transfer of any Share of the Company shall be duly executed by or on behalf
of both the transferor and transferee. The transferor shall be deemed to remain a holder of the Share until
the name of the transferee is entered in the register of Members in respect thereof. A common form of
transfer shall be used in case of transfer of Shares. The instrument of transfer shall be in writing and all
the provisions of Section 56 of the Act and of any statutory modification thereof for the time being shall
be duly complied with in respect of all transfers of Shares and the registration thereof.

Subject to the provisions of the Act, these Articles, any listing agreement entered into with any
recognized stock exchange and any other applicable Law for the time being in force, the Board may, at
their own absolute and uncontrolled discretion and by giving reasons, decline to register or acknowledge
any transfer of Shares, whether fully paid or not, or any interest of a Member. The Board shall within 1
(one) month from the date on which the instrument of transfer or the intimation of such transmission was
lodged with the Company, send to the transferee and transferor or to the person giving intimation of such
transmission, as the case may be, notice of the refusal to register such transfer. Provided that registration
of a transfer shall not be refused on the ground of the transferor being either alone or jointly with any

403
34,

85.

other person or persons indebted to the Company on any account whatsoever, except where the Company
has a lien on the Shares or other Securities, provided however, that the Board may decline to register or
acknowledge any transfer, whether fully paid-up or not, if the transfer results in, or is perceived to or
may result in, a contravention or violation of any foreign investment limit or restriction under applicable
Law as applicable to the Company, and further, that the decision of the Board or any persons designated
by the Board with respect to whether the transfer results in, or is perceived to or may result in, a
contravention or violation of any foreign investment limit or restriction under Applicable Law as
applicable to the Company shall be final and binding in all respects. Transfer of Shares/debentures in
whatever lot shall not be refused.

Save as otherwise provided in the Act or any applicable Law, no transfer of a Share shall be registered
unless a proper instrument of transfer duly stamped and executed by or on behalf of the transferor and
by or on behalf of the transferee has been delivered to the Company together with the certificate or
certificates of Shares, and if no such certificate is in existence, then the letter of allotment of the Shares
or such other evidence as the Board may reasonably require to show the right of the transferor to make
the transfer. Application for the registration of the transfer of a Share may be made either by the transferor
or by the transferee provided that where such application is made by the transferor, no registration shall,
in the case of a partly paid Share be affected unless the Company gives notice of the application to the
transferee in the manner prescribed under the Act, and subject to the provisions of these Articles, the
Company shall, unless objection is made by the transferee, within 2 (two) weeks from the date of receipt
of the notice, enter in the register the name of the transferee in the same manner and subject to the same
conditions as if the application for registration of the transfer was made by the transferee. On giving not
less than 7 (seven) days previous notice in accordance with the Act or any other time period as may be
specified by Law, the registration of transfers may be suspended at such times and for such periods as
the Board may from time to time determine, provided that such registration shall not be suspended for
more than 30 (thirty) days at any one time or for more than 45 (forty five) days in the aggregate in any
year.

No fee shall be charged for registration of transfer, transmission, probate, succession certificate and
letters of administration, certificate of death or marriage, power of attorney or similar other documents.

Transmission of shares

36.

37.

@
(i)
38.

39.

40.

41.

On the death of a Member, the survivor or survivors where the Member was a joint holder of the
Shares, and his nominee or nominees or legal representatives where he was a sole holder, shall be the
only Person(s) recognised by the Company as having any title to his interest in the Shares. Nothing in
these Articles 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.

Any Person becoming entitled to a Share in consequence of the death or insolvency of a Member may,
upon such evidence being produced as the Board may from time to time require, and subject as
hereinafter provided, elect, either:

to be registered as holder of the Share; or
to make such transfer of the Share as the deceased or insolvent Member could have made.

The Board shall, in either case, have the same right to decline or suspend registration as it would have
had, if the deceased or insolvent Member had transferred the Share before his death or insolvency.

If the Person so becoming entitled shall elect to be registered as holder of the Shares, such person shall
deliver or send to the Company a notice in writing signed by him stating that he so elects.

If the Person aforesaid shall elect to transfer the Share, he shall testify his election by executing an
instrument of transfer in accordance with the provisions of these Articles relating to transfer of Shares.

All the limitations, restrictions and provisions contained in these Articles relating to the right to
transfer and the registration of transfers of Shares shall be applicable to any such notice or transfer as
aforesaid as if the death or insolvency of the Member had not occurred and the notice or transfer were
a transfer signed by that Member.

404
42.

A Person becoming entitled to a Share by reason of the death or insolvency of the holder shall be
entitled to the same dividends and other advantages to which he would be entitled if he were the
registered holder of the Share, except that he shall not, before being registered as a Member in respect
of the Share, be entitled in respect of it to exercise any right conferred by membership in relation to
the General Meetings of the Company, provided that the Board may, at any time, give notice requiring
any such Person to elect either to be registered himself or to transfer the Share, and if the notice is not
complied with within 90 (ninety) days, the Board may thereafter withhold payment of all dividends,
bonuses or other moneys payable in respect of the Share, until the requirements of the notice have
been complied with.Article 54 provides that “On the death of a Member, the survivor or survivors
where the Member was a joint holder of the Shares, and his nominee or nominees or legal
representatives where he was a sole holder, shall be the only Person(s) recognised by the Company as
having any title to his interest in the Shares. Nothing in these Articles 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.”

Shareholders’ meetings

43.

44,

45.

(i)

(iii)

(iv)

(vy)

An annual General Meeting shall be held each year within the period specified by the Law. Not more
than 15 (fifteen) months shall elapse between the date of one annual General Meeting of the Company
and that of the next. Nothing contained in the foregoing provisions shall be taken as affecting the right
conferred upon the Registrar under the provisions of Section 96 of the Act to extend the time within
which any annual General Meeting may be held. Every annual General Meeting shall be called during
business hours on a day that is not a national holiday, and shall be held either at the registered office or
at some other place within the city in which the registered office of the Company is situate, as the Board
may determine.

All General Meetings other than the annual General Meeting shall be called extraordinary General
Meetings.

(i) The Board may, whenever it thinks fit, call an extraordinary General Meeting.

The Board shall on the requisition of such number of Member or Members of the Company as is specified
in Section 100 of the Act, forthwith proceed to call an extra-ordinary General Meeting of the Company
and in respect of any such requisition and for any meeting to be called pursuant thereto, all other
provisions of Section 100 of the Act shall for the time being apply.

A General Meeting of the Company may be convened by giving not less than clear 21 (twenty-one) days”
notice either in writing or through electronic mode in such manner as prescribed under the Act, provided
that a General Meeting may be called after giving a shorter notice as per the Act.

Notice of every General Meeting shall be given to the Members and to such other Person or Persons as
required by and in accordance with Section 101 and 102 of the Act and it shall be served in the manner
authorized by Section 20 of the Act.

If at any time Directors capable of acting who are sufficient in number to form a quorum are not within
India, any Director or any 2 (two) Members of the Company may call an Extraordinary General Meeting
in the same manner, as nearly as possible, as that in which such a meeting may be called by the Board.

Proceedings at general meetings

46.

47.

48.

No business shall be transacted at any General Meeting, unless a quorum of Members is present at the
time when the meeting proceeds to transact business.

Save as otherwise provided herein, the quorum for the General Meetings shall be as provided in Section
103 of the Act.

In the event a quorum as required herein is not present within 30 (thirty) minutes of the appointed time,
then subject to the provisions of Section 103 of the Act, the General Meeting shall stand adjourned to the
same place and time 7 (seven) days later or to such other date and such other time and place as the Board
may determine, provided that the agenda for such adjourned General Meeting shall remain the same. The
said General Meeting if called by requisitionists under Section 100 of the Act shall stand cancelled.

405
49.

50.

51.

52.

53.

54.

55.

56.

@

(ii)

In case of an adjourned meeting or of a change of day, time or place of meeting, the Company shall give
not less than 3 (three) days’ notice to the Members either individually or by publishing an advertisement
in the newspapers (one in English and one in vernacular language) which is in circulation at the place
where the registered office of the Company is situated.

The required quorum at any adjourned General Meeting shall be the same as that required at the original
General Meeting.

If at the adjourned meeting too a quorum is not present within 30 (thirty) minutes from the time appointed
for holding such meeting, the Members present shall be the quorum and may transact the business for
which the meeting was called.

The Chairman may, with the consent of Members at any meeting at which a quorum is present, and shall,
if so directed at the meeting, adjourn the meeting, from time to time and from place to place.

No business shall be transacted at any adjourned General Meeting other than the business left unfinished
at the meeting from which the adjournment took place.

When a meeting is adjourned for 30 (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.

Notwithstanding anything contained elsewhere in these Articles, the Company:

shall, in respect of such items of business as the Central Government may, by notification, declare or
which are under any other applicable Law required to be transacted only by means of postal ballot; and

may, in respect of any item of business, other than ordinary business and any business in respect of
which Directors or auditors have a right to be heard at any meeting, transact by means of postal ballot,

in such manner as may be prescribed, instead of transacting such business at a General Meeting and any resolution
approved by the requisite majority of the Members by means of such postal ballot, shall be deemed to have been
duly passed at a General Meeting convened in that behalf and shall have effect accordingly.

Provided that any item of business required to be transacted by means of postal ballot under Article 93(i), may be
transacted at a General Meeting by Company, in the manner provided in Section 108 of the Act.

57. Directors may attend and speak at General Meetings, whether or not they are Shareholders.

58. A body corporate being a Member shall be deemed to be personally present if it is represented in
accordance with Section 113 of the Act.

59. The Chairman, if any, of the Board shall preside as Chairman at every General Meeting of the Company.

60. If there is no such Chairman or if he is not present within 15 (fifteen minutes) after the time appointed
for holding the General Meeting or is unwilling to act as the Chairman of the General Meeting, the
Directors present shall elect one of their members to be the Chairman of the General Meeting.

61. If at any General Meeting no Director is willing to act as the Chairman or if no Director is present within
15 (fifteen) minutes after the time appointed for holding the General Meeting, the Members present shall
choose one of their Members to be the Chairman of the General Meeting.

Directors

62. Subject to the provisions of the Act, the number of Directors shall not be less than 3 (three) and more
than 15 (fifteen), provided that the Company may appoint more than 15 (fifteen) directors after passing
a special resolution. At least one Director shall reside in India for a total period of not less than 182 (one
hundred and eighty-two) days in each financial year.

63. The following were the first Directors of the Company:

406
a)
b)
°)
64.

65.

(a)

(b)
66.

67.

68.

(i)

69.

70.

71.

72.

73.

Dr. D.P. Antia;
Mr. F.R. Bhesania; and
Mr. Madan Mohan Mohanka

The remuneration of the Directors shall, in so far as it consists of a monthly payment, be deemed to
accrue from day-to-day.

In addition to the remuneration payable to them in pursuance of the Act, the Directors may be paid all
travelling, hotel and other expenses properly incurred by them:

in attending and returning from meetings of the Board or any committee thereof or General Meetings of
the Company; or

in connection with the business of the Company.

All cheques, promissory notes, drafts, hundis, bills of exchange and other negotiable instruments, and all
receipts for monies paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise
executed, as the case may be, by such person and in such manner as the Board shall from time to time by
resolution determine.

Every Director present at any meeting of the Board or of a committee thereof shall sign his name in a
book to be kept for that purpose.

(i) Subject to the provisions of Section 161 of the Act, the Board shall have power at any time, and from
time to time, to appoint a person as an additional Director, provided the number of the Directors and
additional Directors together shall not at any time exceed the maximum strength fixed for the Board by
these Articles.

Such person shall hold office only up to the date of the next annual General Meeting of the Company but
shall be eligible for appointment by the Company as a Director at that meeting subject to the provisions
of the Act.

Subject to the provisions of the Act, the Board shall have the power to determine the Directors whose
period of office is or is not liable to determination by retirement of directors by rotation. Any Director
duly appointed by the Company for a fixed term (including the Independent Directors and the Managing
Director) shall not be liable to retire by rotation.

Subject to the provisions of the Act, each Director shall be paid sitting fees for each meeting of the Board
or a Committee thereof attended by him, subject to the ceiling prescribed under the Act.

The Directors shall also be paid travelling and other expenses for attending and returning from meeting
of the Board of Directors (including hotel expenses) and any other expenses properly incurred by them
in connection with the business of the Company. The Directors may also be remunerated for any extra
services done by them outside their ordinary duties as Directors, subject to the provisions of Section 197
of the Act.

In the event that a Director is absent for a continuous period of not less than 3 (three) months from India
(an “Original Director”), subject to these Articles, the Board may appoint another Director (an
“Alternate Director”), not being a person holding any alternate directorship for any other Director or
holding directorship in the Company, for and in place of the Original Director. The Alternate Director
shall be entitled to receive notice of all meetings and to attend and vote at such meetings in place of the
Original Director and generally to perform all functions of the Original Director in the Original Director’s
absence. No Person shall be appointed as an Alternate Director to an Independent Director unless such
Person is qualified to be appointed as an Independent Director of the Company. Any Person so appointed
as Alternate Director shall not hold office for a period longer than that permissible to the Original
Director and shall vacate the office if and when the Original Director returns to India.

The office of a Director shall automatically become vacant, if he is disqualified under any of the

provisions of the Act. Further, subject to the provisions of the Act, a Director may resign from his office
at any time by giving a notice in writing to the Company and the Board shall on receipt of such notice

407
74,

75.

76.

TEs

78.

79.

80.

81.

take note of the same and the Company shall intimate the Registrar and also place the fact of such
resignation in the report of Directors laid in the immediately following General Meeting. Such Director
may also forward a copy of his resignation along with detailed reasons for the resignation to the Registrar
within 30 (thirty) days of resignation. The resignation of a Director shall take effect from the date on
which the notice is received by the Company or the date, if any, specified by the Director in the notice,
whichever is later.

At any annual General Meeting at which a Director retires, the Company may fill up the vacancy by
appointing the retiring Director who is eligible for re-election or some other Person if a notice for the
said purpose has been left at the office of the Company in accordance with the provisions of the Act.

No Person shall be appointed as a Director unless he furnishes to the Company his Director Identification
Number under Section 154 of the Act or any other number as may be prescribed under Section 153 of
the Act and a declaration that he is not disqualified to become a Director under the Act.

No Person appointed as a Director shall act as a Director unless he gives his consent to hold the office as
a Director and such consent has been filed with the Registrar within 30 (thirty) days of his appointment
in the manner prescribed in the Act.

Subject to the provisions of the Act, the Directors shall have the power, at any time and from time to
time to appoint any Persons as Additional Director in addition to the existing Directors so that the total
number of Directors shall not at any time exceed the number fixed for Directors in these Articles. Any
Director so appointed shall hold office only until the next following annual General Meeting or the last
date on which the annual General Meeting should have been held, whichever is earlier, but shall be
eligible for re-appointment as Director.

The Company, may by ordinary resolution, of which special notice has been given in accordance with
the Section 169 of the Act, remove any Director including the managing director, if any, before the
expiration of the period of his office. Notwithstanding anything contained in these regulations or in any
agreement between the Company and such Director, such removal shall be without prejudice to any
contract of service between him and the Company.

If the office of any Director appointed by the Company in a General Meeting, is vacated before his term
of office expires in the normal course, the resulting casual vacancy may be filled up by the Board at a
meeting of the Board but any Person so appointed shall retain his office so long only as the vacating
Director would have retained the same if such vacancy had not occurred.

In the event of the Company borrowing any money from any financial corporation or institution or
government or any government body or a collaborator, bank, Person or Persons or from any other source,
while any money remains due to them or any of them the lender concerned may have and may exercise
the right and power to appoint, from time to time, any Person or Persons to be a Director or Directors of
the Company and the Directors so appointed, shall not be liable to retire by rotation, subject however, to
the limits prescribed by the Act. Any Person so appointed may at any time be removed from the office
by the appointing authority who may from the time of such removal or in case of death or resignation of
Person, appoint any other or others in his place. Any such appointment or removal shall be in writing,
signed by the appointee and served on the Company. Such Director need not hold any qualification
Shares.

The Company may take and maintain any insurance as the Board may think fit on behalf of its present
and/or former Directors and key managerial personnel for indemnifying all or any of them against any
liability for any acts in relation to the Company for which they may be liable but have acted honestly or
reasonably.

Managing director or whole time director

82.

The Board may, from time to time, subject to Section 196 and other applicable provisions of the Act,
appoint one or more of their body to the office of the managing director or whole time Director for such
period and on such remuneration and other terms, as they think fit and subject to the terms of any
agreement entered into in any particular case, may revoke such appointment.

408
83.

84.

85.

Subject to the provisions of any contract between him and the Company, the managing director/ whole-
time director, shall be subject to the same provisions as to resignation and removal as the other Directors
and his appointment shall automatically terminate if he ceases to be a Director.

Subject to the provisions of the Act, a managing director or whole time director may be paid such
remuneration (whether by way of salary, commission or participation in profits or partly in one way and
party in other) as the Board may determine.

The Board, subject to Section 179 and any other applicable provisions of the Act, may entrust to and
confer upon a managing director or whole time director any of the powers exercisable by them upon such
terms and conditions and with such restrictions, as they may think fit and either collaterally with or to
the exclusion of their own powers and may, from time to time, revoke, withdraw or alter or vary all or
any of such powers.

Meetings of the board

86.

87.

88.

89.

90.

91.

92.

93.

94.

95.

96.

The Board may meet for the conduct of business, adjourn and otherwise regulate its meetings, as it thinks
fit.

A Director may, and the manager or secretary upon the requisition of a Director shall, at any time convene
a meeting of the Board.

Subject to the provisions the Act, the Board shall meet at least 4 (four) times in a year in such a manner
that not more than 120 (one hundred and twenty) days shall intervene between 2 (two) consecutive
meetings of the Board.

The quorum for the meeting of the Board shall be one third of its total strength or 2 (two) directors,
whichever is higher, and the participation of the directors by video conferencing or by other audio visual
means shall also be counted for the purpose of quorum.

The continuing Directors may act notwithstanding any vacancy in the Board; but if and so long as their
number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing
Directors or Director may act for the purpose of increasing the number of Directors to that fixed for the
quorum, or of summoning a General Meeting of the Company, but for no other purpose.

If quorum is found to be not present within 30 (thirty) minutes from the time when the meeting should
have begun or if during the meeting, valid quorum no longer exists, the meeting shall be reconvened at
the same time and at the same place 7 (seven) days later. At the reconvened meeting, the Directors present
and not being less than 2 (two) Persons shall constitute the quorum and may transact the business for
which the meeting was called and any resolution duly passed at such meeting shall be valid and binding
on the Company.

Subject to the provisions of the Act allowing for shorter notice periods, a meeting of the Board shall be
convened by giving not less than 7 (seven) days’ notice in writing to every Director at his address
registered with the Company and such notice shall be sent by hand delivery or by post or by electronic
means.

Save as otherwise expressly provided in the Act, questions arising ay any meeting of the Board shall be
decided by a majority of votes.

The Board may elect a Chairman for its meetings and determine the period for which he is to hold office.
If no such Chairman is elected, or if at any meeting the Chairman is not present within 5 (five) minutes
after the time appointed for holding the meeting, the Directors present may choose one of their number
to be Chairman of the meeting.

In case of equality of votes, the Chairman of the Board shall have a second or casting vote at Board
meetings of the Company.

Subject to these Articles and Sections 175,179 and other applicable provisions of the Act, a circular
resolution in writing, executed by or on behalf of a majority of the Directors or members of the
Committee, shall constitute a valid decision of the Board or committee thereof, as the case may be,
provided that a draft of such resolution together with the information required to make a fully-informed

409
97.

98.

99.

good faith decision with respect to such resolution and appropriate documents required to evidence
passage of such resolution, if any, was sent to all of the Directors or members of the committee (as the
case may be) at their addresses registered with the Company in India by hand delivery or by post or by
courier, or through such electronic means as may be prescribed under the Act, and has been approved by
a majority of the Directors or members who are entitled to vote on the resolution.

All acts done in any meeting of the Board or of a committee thereof or by any Person acting as a Director
shall, notwithstanding that it may be afterwards discovered that his appointment was invalid by reason
of any defect for disqualification or had terminated by virtue of any provisions contained in the Act, or
in these Articles, be as valid as if every such Director or such Person had been duly appointed and was
qualified to be a Director.

Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of
the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the
Board or committee, shall be valid and effective as if it had been passed at a meeting of the Board or
committee, duly convened and held.

Subject to the provisions of the Act, no Director shall be disqualified by his office from contracting with
the Company, nor shall any such contract entered into by or on behalf of the Company in which any
Director shall be in any way interested be avoided, nor shall any Director contracting or being so
interested be liable to account to the Company for any profit realized by any such contract by reason only
of such Director holding that office or of the fiduciary relations thereby established; provided that every
Director who is in any way whether directly or indirectly concerned or interested in a contract or
arrangement, entered into or to be entered into by or on behalf of the Company, shall disclose the nature
of his concern or interest at a meeting of the Board and shall not participate in such meeting as required
under Section 184 and other applicable provisions of the Act, and his presence shall not count for the
purposes of forming a quorum at the time of such discussion or vote.

Powers of the board and constitution of committees of the board

100.

101.

102.

@

103.

104.

Subject to Section 179 of the Act, the Directors shall have the right to delegate any of their powers to
such managers, agents or other Persons as they may deem fit and may at their own discretion revoke,
vary or withdraw such powers.

The Board of Directors shall, or shall authorize Persons in their behalf, to make necessary filings with
governmental authorities in accordance with the Act and other applicable Law, as may be required from
time to time.

Subject to the provisions of the Act and these Articles, the management of affairs of the Company shall
be vested in the Board who shall be entitled to exercise all such powers, and to do all such acts and things
as the Company is authorized to exercise and do; provided that the Board shall not exercise any power
or do any act or thing which is directed or required, whether by the Act, or any other statute or by the
Memorandum of Association or by these Articles or otherwise, to be exercised or done by the Company
in a General Meeting; provided further that in exercising any such power or doing any such act or thing,
the Board shall be subject to the provisions in that behalf contained in the Act or any other statute or in
the Memorandum of Association of the Company or in these Articles, or in any regulations not
inconsistent therewith and duly made thereunder, including regulations made by the Company in a
General Meeting, but no regulation made by the Company in a General Meeting shall invalidate any prior
act of the Board which would have been valid if that regulation had not been made.

The Board may, subject to the provisions of the Act, delegate any of its powers to committees consisting
of such member or members of its body as it thinks fit and may determine their functions, powers,
authorities and responsibilities. Such Committees will meet as frequently as the Board may decide,
subject to applicable Laws.

Any committee so formed shall, in the exercise of the powers so delegated, conform to any regulations
that may be imposed on it by the Board.

A committee may elect a Chairman of its meetings and may also determine the period for which he is to
hold office. If no such Chairman is elected, or if at any meeting the Chairman is not present within 5

410
105.

106.

(five) minutes after the time appointed for holding the meeting, the Members present may choose one of
their Members to be Chairman of the meeting.

A committee may meet and adjourn as it thinks fit.

Questions arising at any meeting of a committee shall be determined by a majority of votes of the
Directors present. The chairperson of the committee, if any, shall not have any second or casting vote.

Dividend and reserves

107.

108.

109.

110.

111.

112.

113.

114.

115.

116.

117.

118.

119.

120.

The Company in a General Meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Board.

Subject to the provisions of the Act, the Board may from time to time pay to the Members such interim
dividends as appear to it to be justified by the profits of the Company.

The Board may, before recommending any dividend, set aside out of the profits of the Company such sums
as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable for any
purpose to which the profits of the Company may be properly applied, including provision for meeting
contingencies or for equalising dividends; and pending such application, may, at the like discretion, either
be employed in the business of the Company or be invested in such investments (other than shares of the
Company) as the Board may, from time to time, think fit. The Board may also carry forward any profits
which it may consider necessary not to divide, without setting them aside as a reserve.

Subject to the rights of Persons, if any, entitled to Shares with special rights as to dividends, all dividends
shall be declared and paid according to the amounts paid or credited as paid on the Shares in respect whereof
the dividend is paid, but if and so long as nothing is paid upon any of the Shares in the Company, dividends
may be declared and paid according to the amounts of the Shares.

No amount paid or credited as paid on a Share in advance of calls shall be treated for the purpose of these
Articles as paid on the Share.

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.

The Board may deduct from any dividend payable to any Member all sums of money, if any, presently
payable by him to the Company on account of calls or otherwise in relation to the Shares.

Any dividend, interest or other monies payable in cash in respect of Shares may be paid by electronic mode
or by cheque, demand draft 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 of the Company, or to such Person and to such address as the holder or joint
holders may in writing direct.

Every such cheque or warrant shall be made payable to the order of the Person to whom it is sent.

Any one of two or more joint holders of a Share may give effectual receipts for any dividends, bonuses or
other payments in respect of such Share.

Notice of any dividend, whether interim or otherwise, that may have been declared shall be given to the
Persons entitled to share therein in the manner mentioned in the Act.

No dividend shall bear interest against the Company.

No unclaimed or unpaid dividend shall be forfeited by the Board before it becomes barred by law.

Where the Company has declared a dividend which has not been paid or the dividend warrant in respect
thereof has not been posted within 30 days from the date of declaration to any Shareholder entitled to the

payment of the dividend the Company shall within such period as prescribed under applicable law, open a
special account in that behalf in any scheduled bank called “Unpaid Dividend Account” and transfer to the

411
said account, the total amount of dividend which remains unpaid or in relation to which no dividend warrant
has been posted. Any money transferred to the unpaid dividend account of the Company which remains
unpaid or unclaimed for a period of seven years from the date of such transfer, shall be transferred by the
Company to the fund known as the Investor Education and Protection Fund established under Section 125
of the Act. A claim to any money so transferred to the Investor Education and Protection Fund may be
preferred to the Central Government by the Shareholders to whom the money is due. No unclaimed or
unpaid dividend shall be forfeited by the Board before the claim becomes barred by the law.

Winding up

121.

@

(ii)

Subject to the provisions of Chapter XX of the Act and rules made thereunder—

If the Company shall be wound up, the liquidator may, with the sanction of a Special Resolution of the
Company and any other sanction required by the Act, divide amongst the Members, in specie or kind,
the whole or any part of the assets of the Company, whether they shall consist of property of the same
kind or not.

For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property to be
divided as aforesaid and may determine how such division shall be carried out as between the Members
or different classes of Members.

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.

PART B OF THE ARTICLES OF ASSOCIATION

All articles of Part B shall automatically terminate and cease to have any force and effect from the date of
Allotment of Equity Shares of the Company to the Allottees pursuant to the Offer and the provisions of Part
A shall continue to be in effect and be in force, without any further corporate or other action, by the Company or
by its Shareholders.

412
SECTION IX - OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by our
Company or entered into more than two years before the date of the Red Herring Prospectus) which are deemed
material, have been entered into by our Company. These contracts, copies of which were attached to the copy of
the Red Herring Prospectus filed with the RoC, and were also available at the following web-link,
https://www.tegaindustries.com/tega-investors/#matcontract from the date of the Red Herring Prospectus until the
Bid/ Offer Closing Date for inspection. Copies of the documents for inspection referred to hereunder could be
inspected at our Registered Office, from 10.00 am to 5.00 pm on Working Days from the date of the Red Herring
Prospectus until the Bid/ Offer Closing Date.

Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so
required in the interest of our Company or if required by other parties, without reference to the Shareholders,
subject to compliance of the provisions contained in the Companies Act and other Applicable Law.

Material Contracts to the Offer

1. Offer Agreement dated August 17, 2021 as amended by the amendment to the offer agreement dated
November 10, 2021, entered into among our Company, the Selling Shareholders and the BRLMs.

2. Registrar Agreement dated August 17, 2021 entered into among our Company, the Selling Shareholders
and the Registrar to the Offer.

3. Cash Escrow and Sponsor Bank Agreement dated November 23, 2021 entered into among our Company,
the Selling Shareholders, the BRLMs, the Syndicate Members, Banker(s) to the Offer and the Registrar
to the Offer.

4. Share Escrow Agreement dated November 17, 2021 entered into among the Selling Shareholders, our
Company and the Share Escrow Agent.

5. Syndicate Agreement dated November 23, 2021 entered into among the members of the Syndicate
Members, our Company, the Selling Shareholders and the Registrar to the Offer.

6. Underwriting Agreement dated December 6, 2021 entered into among our Company, the Selling
Shareholders and the Underwriters.

Material Documents

1. Certified copies of our Memorandum of Association and Articles of Association, as amended until date.
2: Certificate of incorporation dated May 15, 1976.

3. Fresh certificate of incorporation dated February 1, 2002 issued consequent to change in name of the

Company from “Tega India Limited” to “Tega Industries Limited”.

4. Shareholders’ Agreement dated April 29, 2011 entered into by and among our Company, Wagner
Limited and Madan Mohan Mohanka, Manish Mohanka, Mehul Mohanka, Madan Mohan Mohanka
(HUF), Mehul Mohanka (HUF), NFSPL, Marudhar Food & Credit Limited read with the amendment
agreements dated September 3, 2018, July 10, 2020 and August 2, 2021.

5. SHA Amendment Agreement dated August 7, 2021 entered into by and among our Company, Wagner
Limited and our Promoters

6. Share Subscription and Purchase Agreement dated April 29, 2011 entered into by and among our
Company, the Investor, and our Promoters read with the amendment agreements dated September 3,
2018, July 10, 2020 and August 2, 2021.

7. Joint Venture Agreement dated November 12, 1991 entered into between Hosch (G.B.) Limited, England

and Madan Mohan Mohanka read with the Share purchase agreement dated May 29, 2010 between
Madan Mohan Mohanka and Company.

413
10.

11.

12.

13.

14.

15.

16.

Iz:

18.

19.

20.

21.

22.

23.

24.

25.

ESOP 2011 and ESOP- 2021.

Resolution of the Board of Directors of our Company, dated April 30, 2021, approving the Offer and
other related matters.

Resolution of the Board of Directors of our Company, dated August 16, 2021 and the IPO Committee of
our Company dated August 17, 2021 approving the Draft Red Herring Prospectus for filing with SEBI
and the Stock Exchanges.

Resolution of the Board of Directors of our Company, dated November 23, 2021 approving the Red
Herring Prospectus for filing with RoC.

Resolution of the Board of Directors of our Company, dated December 6, 2021 approving this Prospectus
for filing with RoC.

Consent letter dated August 16, 2021 and resolution of the board of directors of Wagner Limited, dated
August 6, 2021 approving the participation of Wagner Limited in the Offer and other related matters.

Consent letters dated August 16, 2021 received from Madan Mohan Mohanka and Manish Mohanka
consenting to their participation in the Offer and approving the inclusion of their names as the selling
shareholders.

Copies of annual reports for the last three Financial Years, i.e., Financial Years 2021, 2020 and 2019.

Report titled “Global Market Assessment — Select Mineral Processing Equipment” dated October 12, 2021,
issued by Frost & Sullivan and consent letter issued by Frost & Sullivan dated October 12, 2021, also
availaible at the following weblink https://www.tegaindustries.com/tega-investors/#indreport

Statement of possible special tax benefits dated November 10, 2021 from the Independent Chartered
Accountants included in this Prospectus.

Consent of the Statutory Auditors dated December 6, 2021 to include their name as required under
Section 26(5) of the Companies Act read with SEBI ICDR Regulations and referred to as an “expert” as
defined under Section 2(38) of the Companies Act to the extent and in their capacity as the Statutory
Auditor, and for inclusion of their examination report dated November 10, 2021 on our Restated
Consolidated Financial Information in the form and context in which it appears in this Prospectus.
However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S.
Securities Act.

Consents of our Directors, Bankers to our Company, the BRLMs, Registrar to the Offer, Banker(s) to the
Offer, Bankers to our Company, legal counsel, lenders to the Company, Directors of our Company, Chief

Financial Officer and Company Secretary, and Compliance Officer, as referred to act, in their respective
capacities.

In-principle listing approvals dated September 2, 2021 and September 8, 2021 from BSE and NSE,
respectively.

Tripartite Agreement dated August 7, 2021 among our Company, NSDL and the Registrar to the Offer.
Tripartite Agreement dated August 4, 2021 among our Company, CDSL and the Registrar to the Offer.
Due diligence certificate addressed to SEBI from the BRLMs, dated August 17, 2021.

SEBI letter number SEBI/ERO/P/OW/2021/31046/1 dated October 29, 2021 granting exemption to the
Company.

SEBI observation letter number SEBI/ERO/P/OW/2021/0000022981/1 dated September 7, 2021, email
dated October 19, 2021 and final observation letter number SEBI/ERO/OW/2021/31045/1 dated October
29, 2021.

Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so
required in the interest of our Company or if required by the other parties, without reference to the shareholders,
subject to compliance with the provisions contained in the Companies Act and other relevant statutes.

414
DECLARATION

Thereby 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 rules, regulations of guidelines issued by the Securities and
Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with, and no statement made in this Prospectus is contrary to the provisions
of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, and the Securities Exchange Board of India Act, 1992, each as amended or the rules,
regulations or guidelines issued thereunder, as the case maybe. | further certify that all the disclosures and
statements made in this Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Chairman and Executive Director
Madan Mohan Mohanka

Date: December 6, 2021
Place: Kolkata

415
DECLARATION

Thereby 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 rules, regulations of guidelines issued by the Securities and
Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with, and no statement made in this Prospectus is contrary to the provisions
of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, and the Securities Exchange Board of India Act, 1992, each as amended or the rules,
regulations or guidelines issued thereunder, as the case maybe. | further certify that all the disclosures and
statements made in this Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Managing Director
Mehul Mohanka

Date: December 6, 2021
Place: Kolkata

416
DECLARATION

Thereby 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 rules, regulations of guidelines issued by the Securities and
Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with, and no statement made in this Prospectus is contrary to the provisions
of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, and the Securities Exchange Board of India Act, 1992, each as amended or the rules,
regulations or guidelines issued thereunder, as the case maybe. I further certify that all the disclosures and
statements made in this Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Executive Director
Syed Yaver Imam

Date: December 6, 2021
Place: Kolkata

417
DECLARATION

Thereby 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 rules, regulations of guidelines issued by the Securities and
Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with, and no statement made in this Prospectus is contrary to the provisions
of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, and the Securities Exchange Board of India Act, 1992, each as amended or the rules,
regulations or guidelines issued thereunder, as the case maybe. I further certify that all the disclosures and
statements made in this Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Independent Director
Jagdishwar Prasad Sinha

Date: December 6, 2021
Place: Bangalore

418
DECLARATION

Thereby 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 rules, regulations of guidelines issued by the Securities and
Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with, and no statement made in this Prospectus is contrary to the provisions
of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, and the Securities Exchange Board of India Act, 1992, each as amended or the rules,
regulations or guidelines issued thereunder, as the case maybe. I further certify that all the disclosures and
statements made in this Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Independent Director
Hemant Nerurkar Madhusudan

Date: December 6, 2021
Place: Mumbai

419
DECLARATION

Thereby 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 rules, regulations of guidelines issued by the Securities and
Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with, and no statement made in this Prospectus is contrary to the provisions
of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, and the Securities Exchange Board of India Act, 1992, each as amended or the rules,
regulations or guidelines issued thereunder, as the case maybe. I further certify that all the disclosures and
statements made in this Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Independent Director
Rudolph Michael Edge

Date: December 6, 2021
Place: Melbourne

420
DECLARATION

Thereby 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 rules, regulations of guidelines issued by the Securities and
Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with, and no statement made in this Prospectus is contrary to the provisions
of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, and the Securities Exchange Board of India Act, 1992, each as amended or the rules,
regulations or guidelines issued thereunder, as the case maybe. I further certify that all the disclosures and
statements made in this Prospectus are true and correct.

SIGNED BY THE DIRECTOR OF OUR COMPANY

Independent Director
Madhu Dubhashi

Date: December 6, 2021
Place: Pune

421
DECLARATION

Thereby 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 rules, regulations of guidelines issued by the Securities and
Exchange Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992,
as the case may be, have been complied with, and no statement made in this Prospectus is contrary to the provisions
of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, and the Securities Exchange Board of India Act, 1992, each as amended or the rules,
regulations or guidelines issued thereunder, as the case maybe. I further certify that all the disclosures and
statements made in this Prospectus are true and correct.

SIGNED BY CHIEF FINANCIAL OFFICER OF OUR COMPANY

Chief Financial Officer
Manoj Kumar Agarwal

Date: December 6, 2021
Place: Kolkata

422
DECLARATION BY MADAN MOHAN MOHANKA, AS A PROMOTER SELLING SHAREHOLDER
I, Madan Mohan Mohanka, hereby confirm that all statements and undertakings specifically made or confirmed
by me in this Prospectus in relation to myself, as a Promoter Selling Shareholder and my respective portion of the

Offered Shares, are true and correct. I assume no responsibility for any other statements including statements
made by or relating to the Company or any other person(s) in this Prospectus.

Name: Madan Mohan Mohanka

Date: December 6, 2021
Place: Kolkata

423
DECLARATION BY MANISH MOHANKA, AS A PROMOTER SELLING SHAREHOLDER
I, Manish Mohanka, hereby confirm that all statements and undertakings specifically made or confirmed by me
in this Prospectus in relation to myself, as a Promoter Selling Shareholder and my respective portion of the Offered

Shares, are true and correct. I assume no responsibility for any other statements including statements made by or
relating to the Company or any other person(s) in this Prospectus.

Name: Manish Mohanka

Date: December 6, 2021
Place: Kolkata

424
DECLARATION BY WAGNER LIMITED, AS AN INVESTOR SELLING SHAREHOLDER
We, Wagner Limited, hereby confirm that all statements and undertakings specifically made or confirmed by us
in this Prospectus in relation to ourself, as an Investor Selling Shareholder and my respective portion of the Offered

Shares, are true and correct. Wagner Limited assumes no responsibility for any other statements including
statements made by or relating to the Company or any other person(s) in this Prospectus.

Name: Resmah Mandary
Designation: Director

Date: December 6, 2021

425
