Prospectus
Dated May 18, 2022

Please read Section 32 of the Companies Act, 2013
100% Book Built Issue

 

VeCtuS

PIPES AND TI
VENUS PIPES & TUBES LIMITED

Corporate Identity Number: U74140GJ2015PLC082306, Date of Incorporation: February 17, 2015

PTS uaa Ke TTP NRC envi [ora ea ON
OFFICE

Registered Office: Survey No. 233/2 and 234/1, Pavan Kumar Jain +91 2836 232 183/84 | cs@venuspipes.com www.venuspipes.com
Dhaneti, Bhuj, Kachchh - 370020 Gujarat, India. Company Secretary and Compliance
Corporate Office: Tripada Complex, Plot No 275, Officer for the Issue
Sector 1/A, Near Mamlatdar office, Office No 1,
Ground Floor, Gandhidham, Kutch — 370201
Gujarat, India.

PROMOTERS OF OUR COMPANY: MEGHARAM SAGRAMJI CHOUDHARY, JAYANTIRAM MOTIRAM CHOUDHARY, DHRUV MAHENDRAKUMAR

PATEL AND ARUN AXAYKUMAR KOTHARI
ETAILS OF THE ISSUE
Pathe OU APACS e OS ONO SLO RS TAay IRE BURMAN TLV
RESERVATION AMONG QIBs, NIIs AND RIIs

Fresh Issue Fresh Issue of up to | Not applicable Initial public offer of up to QB NIL RIL
5,074,100 Equity 5,074,100 Equity Shares
Shares aggregating up aggregating up to &1,654.16 | Not more than 50% | Not less than 15% | Not less than
to 21,654.16 million million, of the Issue size of the Issue size 35% of the
Issue size

The Issue is being made in terms of Rule 19(2)(b) of the
Securities Contracts (Regulation) Rules, 1957, as amended
(’SCRR”) read with Regulation 31 of the SEBI ICDR
Regulations. The Issue is being made through the Book Building
Process in accordance with Regulation 6(1) of the SEBI ICDR
Regulations. For further details, see “Other Regulatory and
Statutory Disclosures” on page 296. For details in relation to
share reservation among QIBs, Nils and Rlls, see “Issue
Structure” on page 308.

 

   

 

 

 

 
 

 

 

 

PERO ME OTs eRe

 

 

NAME OF SELLING TYPE NUMBER OF SHARES WEIGHTED AVERAGE COST OF
SHAREHOLDER OFFERED ACQUISITION ON FULLY DILUTED BASIS
(ind)
Not applicable

[This being the first public issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is 210. The Issue Price, Floor Price and
Ithe Cap Price, as determined and justified by our Company in consultation with the BRLM in accordance with the SEBI ICDR Regulations and as stated in “Basis for Issue Price”
lon page 105, should not be taken to be indicative of the market price of the Equity Shares after such Equity Shares are listed. No assurance can be given regarding an active and/or
sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.

linvestments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing
their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must
rely on their own examination of the Issuer and this Issue, including the risks involved. The Equity Shares 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” on
page 23,

 

OTS es
[Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and this
lissue, which is material in the context of this Issue, that the information contained in this Prospectus is true and correct in all material aspects and is not misleading in any material
respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such
linformation or the expression of any such opinions or intentions, misleading in any material respect.
pe eee
IThe Equity Shares offered through the Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received in-principle approvals from BSE and NSE for
listing of the Equity Shares pursuant to their letters dated January 17, 2022 and January 20, 2022 respectively. For the purposes of this Issue, BSE shall be the Designated Stock
lExchange. A copy of the Red Herring Prospectus was delivered to the RoC in accordance with Section 26(4) of the Companies Act, 2013and this Prospectus shall be delivered to
the RoC in accordance with Section 26(4) of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Prospectus
lup to the Bid/Issue Closing Date, see “Material Contracts and Documents for Inspection” on page 365.
B R D

 

 

 

‘Name of BRLM and Logo Contact Person Telephone and Email

 

Tel: 022 — 66481818

Ss Capitals Contact person: Mr. Satish Mangutkar/ Mr. Bhavin Shah] E-mail: ipo.venus@smecapitals.com

Investor Grievance e-mail: investor grievance@smccay

SMC an ted

 

 

 

‘Name of Registrar and Logo ‘Contact Person ‘Telephone and Email
UAKFINTECH Contact person: M Murali Krishna Pond vente fog eld conn
KFIN TECHNOLOGIES LIMITED. Investor grievance e-mail: einward.ris@ktintech.com

 

 

 

 

 

Paes TING Tuesday, May 10, [MESURE — Wednesday, May 11, 2022 EARN Friday, May 13, 2022
ba 2022 -

* The Anchor Investor Bid/Issue Period was one Working Day prior to the Bid/Issue Opening Date Le, Tuesday, May 10, 2022
Prospectus
Dated May 18, 2022

Please read Section 32 of the Companies Act, 2013
100% Book Built Issue

venys

PIPES AND TUBES
VENUS PIPES & TUBES LIMITED

‘Our Company was incorporated in 2015, as Venus Pipes & Tubes Private Limited, a private limited company under the Companies Act, 2013, pursuant to a certificate of incorporation issued
by the Registrar of Companies, Gujarat, India (“RoC”) on February 17, 2015. Thereafter, our Company was converted into a public limited company, and the name of our Company was
changed to Venus Pipes & Tubes Limited pursuant to a revised certificate of incorporation issued by RoC on September 16, 2021, recording the change of our Company's name to ‘Venus
Pipes & Tubes Limited’. For further details, including details of changes in the name and registered office address of our Company, see ‘History and Certain Corporate Matters’ on page 164.

Registered Office: Survey No. 233/2 and 234/1, Dhaneti, Bhuj, Kachehh - 370020 Gujarat, India. Corporate Office: Tripada Complex, Plot No 275, Sector 1/A, Near Mamlatdar office, Office No 1, Ground Floor,
‘Gandhidham, Kutch ~ 370201 Gujarat, Inia Contact Person: Pavan Kumar Jain, Company Secretary and Compliance Officer forthe Issue Tel: #91 2836 232 183/84 E-
:mail:es@ venuspipes com: Website-www.venuspipes.com; Corporate Identity Number: U74140GI201SPLC082306
OTT ToS ES UU EO LN Ree PETE BOM Re Oe UE OUT
evra ent

INITIAL PUBLIC OFFERING OF UP TO 5,074,100 EQUITY SHARES OF FACE VALUE OF @ 10 EACH (“EQUITY SHARES”) OF VENUS PIPES & TUBES LIMITED (*COMPANY” OR

‘HE ISSUER”) FOR CASH AT A PRICE OF 8 326/- PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF 8 316/- PER EQUITY SHARE (THE “ISSUE PRICE”) AGGREGATING
UP TO 2 1654.16* MILLION (THE “ISSUE"). THE FACE VALUE OF THE EQUITY SHARE IS 210. THE ISSUE PRICE IS 32.6 TIMES THE FACE VALUE OF THE EQUITY SHARES. THE
ISSUE WILL CONSTITUTE 25% OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY. FOR FURTHER DETAILS, SEE "TERMS OF THE ISSUE" ON PAGE
304

 

 

 

* Subject of finalisation of Basis of Allotment

 

The Issue was made through the Book Building Proows, tn terms of Rule TO(2)\b) of the Securities Contracts (Regulation) Rules, 1957, as amended (SCRR™) read with Regulation 31 of the SEBTICDR
Regulations. The Issue was made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50 % of the Issue was available for allocation on a
proportionate basis to Qualified Institutional Buyers ("QIB Portion”), provided that our Company in consultation with the BRLM allocated up to 60% of the QIB Portion to Anchor Investors, on a discretionary
basis. One-third ofthe Anchor Investor Portion was be reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the
‘event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion was made available for allocation
‘on a proportionate basis to Mutual Funds only and the remainder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIB Bidders including Mutual Funds, subject to valid Bids
being received at or above the Issue Price. However, ifthe aggregate demand from Mutual Funds is less than 5% of the Net QI Portion, the balance Equity Shares was made available fo allocation in the Mutual
Fund Portion and added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Issue was made e available for allocation on a proportionate basis to Non-
Institutional Bidders out of which a) one thitd of such portion was reserved for applicants with application size of more than 2 0.2 million and up to & 1.0 million and (b) two-third of such portion was reserved for
applicants with application size of more than & 1.0 million, provided that the unsubseribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of Non-Insttutional
Bidders and not less than 35% of the Issue was made available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above
the Issue Price. All potential Bidders (except Anchor Investors) were required to mandatorily utilise the Application Supported by Blocked Amount ("ASBA”) process providing details of their respective ASBA.
accounts and UPI ID (in ease of Rils using UPI mechanism), if applicable, in which the corresponding Bid Amounts will be blocked by the SCSBs or under the UPI Mechanism, as applicable. Anchor Investors are
‘not permitted to participate in the Issue through the ASBA process, For details, see “ssue Procedure” on page 312.

 

 

“This being the first public issue of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is 210. The Issue Price, Floor Price and the Cap Price, as
determined and justified by our Company in consultation with the BRLM in accordance with the SEBI ICDR Regulations and as stated in “Basis for Issue Price” on page 105, should not be taken to be
indicative of the market price of the Equity Shares after such Equity Shares are listed. No assurance ean be given regarding an active andior sustained trading in the Equity Shares nor regarding the price at
which the Equity Shares will be traded after listing,

  

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

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

wii

The Equity Shares offered through the Red Herring Prospectus are proposed to be listed on BSE and NSE. Our Company has received in-principle approvals from BSE and NSE for listing of the Equity
Shares pursuant to their letters dated January 17, 2022 and January 20, 2022, respectively. For the purposes of this Issue, BSE shall be the Designated Stock Exchange. A copy of the Red Herring
Prospectus was filed with the RoC in accordance with Section 26(4) of the Companies Act, 2013 and a signed copy of this Prospectus shall be delivered to the RoC: in accordance with Section 26(4) of the
‘Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of the Red Herring Prospectus up to the Bid Issue Closing Date, see “Material Contracts and
Documents for Inspection” on page 365,

 

  

 

 

 

   

    

 

 

  

EOIN ORNS POSS
SHC Capitals Limited KFIN TECHNOLOGIES LIMITED

‘A- 401/402, Lotus Corporate Park, Selenium, Tower B,

(Of Western Express Highway, Plot No- 31 and 32, Financial District,

Jai Coach Signal, Goregaon (East), Nanakramguda, Setilingampally,

Mumbai - 400063, Hyderabad, Rangaredéi $00 032

Maharashtra, India Telangana, India

‘Tel: 022 - 66481818, Tek: #9140 6716 2222

E-mail: jpo-venus(@smecepitals.com E-mail: venus ipo@kfintech com

Investor Grievance e-mail: investor grievance@smecapitals.com, Investor grievance e-mail: inward ris@kfinech.com
Website: www smecapitals com Website: www kfintech.com

‘Contact Person: Mr. Satish Mangutkar/ Mr. Bhavin Shak Contact person: M Muri Krishna

‘SEBI Registration Number: INMOD001 1427 SEBI Registration No-TNRO0OO00221

 

BID/ ISSUE OPENED ON: ‘Wednesday. May 11, 2022
BIDIISSUE CLOSED ON: Triday. May 13, 2022
“The Anchor Investor BidiTssue Period was one Working Day prior fo the Bidilssue Opening Date Le, Tuesday, May 10, 2022

 

 

 

 

 
TABLE OF CONTENTS

SECTION I - GENERAL

DEFINITIONS AND ABBREVIATIONS
CERTAIN CONVENTIONS, CURRENCY OF PRESENTATION, USE OF FINANCIAL INFORMATION,
INDUSTRY AND MARKET DATA...
FORWARD-LOOKING STATEMENTS
SUMMARY OF THE OFFER DOCUMENT...

SECTION II - RISK FACTORG......

 

 

 

 

 

 

SECTION III - INTRODUCTION...

THE ISSUE...
SUMMARY OF FINANCIAL INFORMATION
GENERAL INFORMATION
CAPITAL STRUCTURE.
OBJECTS OF THE ISSUE
BASIS FOR ISSUE PRICE.....
STATEMENT OF SPECIAL TAX BENEFIT:

 

 

 
 
  
  
  
  
  
 
 
 
 
  
 
 
 

SECTION IV — ABOUT OUR COMPANY...

INDUSTRY OVERVIEW.
OUR BUSINESS...
KEY REGULATIONS AND POLICIES...
HISTORY AND CERTAIN CORPORATE MATTER:
OUR MANAGEMENT.....
OUR PROMOTER AND PROMOTER GROUP
OUR GROUP COMPANIES
DIVIDEND POLICY ....

SECTION V - FINANCIAL INFORMATION ...

RESTATED FINANCIAL STATEMENTS...
OTHER FINANCIAL INFORMATION.
CAPITALISATION STATEMENT
FINANCIAL INDEBTEDNESS ..
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS .....

 

 
 
 
 

 

SECTION VI - LEGAL AND OTHER INFORMATION .....

OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
GOVERNMENT AND OTHER APPROVALS...
OTHER REGULATORY AND STATUTORY DISCLOSURES...

 

 

SECTION VII - ISSUE INFORMATION ....

TERMS OF THE ISSUE
ISSUE STRUCTURE..
ISSUE PROCEDURE
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ...

SECTION VIII - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION ....

  
 
 
 

 

 

SECTION IX - OTHER INFORMATION...

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
DECLARATION...

 

 
SECTION I- GENERAL
DEFINITIONS AND ABBREVIATIONS

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

The words and expressions used in this Prospectus but not defined herein shall have, to the extent applicable,
the same meaning ascribed to such terms in the SEBI ICDR Regulations, the Companies Act, the SCRA, the
Depositories Act and the rules and regulations made thereunder. Further, the Issue related terms used but not
defined in this Prospectus shall have the meaning ascribed to such terms under the General Information
Document.

Notwithstanding the foregoing, the terms used in “Industry Overview”, “Statement of Special Tax Benefits”,
“Financial Statements”, “Basis for Issue Price”, “Outstanding Litigation and Material Developments”, “Issue
Procedure” and “Main Provision of the Articles of Association” on pages 114, 108, 194, 105, 289, 312 and 330

respectively, shall have the meaning ascribed to such terms in the relevant sections.

General Terms

Term
“the Company”, “our Company”,
“the Issuer”, “we”, “our” or “us”

Company Related Terms

 

Term
“Articles” or “Articles of
Association” or “AoA”
Audit Committee
“Auditors” or “Statutory
Auditors”

“Board” or “Board of Directors”
Chairman and Managing Director
Chief Financial Officer
Company Secretary and

Compliance Officer
Corporate Office

Director(s)

Equity Shares
Executive Director(s)
Group Companies
Independent Director(s)
IPO Committee

Key Management/ Managerial
Personnel

Materiality Policy

“Memorandum” or Memorandum
of Association or “MoA”
Nomination, Remuneration and

Description
Venus Pipes & Tubes Limited, a public limited company, incorporated under the
Companies Act, 2013, and having its registered office at Survey No. 233/2 and 234/1,
Dhaneti, Bhuj, Kachchh - 370020 Gujarat, India.

Description
The articles of association of our Company, as amended from time to time.

The audit committee of our Board, as described in “Our Management” on page 168.
The current statutory auditors of our Company, namely, Maheshwari & Co.,
Chartered Accountants.

The board of directors of our Company (including any duly constituted committee
thereof).

Chairman and Managing Director of our Company, as described in “Our
Management” on page 168.

Chief financial officer of our Company, as described in “Our Management” on page
168.

Company secretary and compliance officer of our Company, as described in “Our
Management” on page 168.

The corporate office of our Company at Tripada Complex, Plot No 275, Sector 1/A,
Near Mamlatdar office, Office No 1, Ground Floor, Gandhidham, Kutch, Gujarat,
India.

The director(s) on our Board.

The equity shares of our Company of face value of 210 each.

Executive director(s) on our Board.

The companies as described in “Our Group Companies” on page 191.

Independent director(s) on our Board.

The committee constituted by our Board for the Issue, as described in “Our
Management” on page 168.

Key management/ managerial personnel of our Company in terms of the SEBI ICDR
Regulations and as disclosed in “Key Management Personnel and Senior
Management Personnel” on page 181.

Policy for identification of Group Companies, material outstanding civil litigations
proceedings of our Company, our Promoters and our Directors and material creditors
of the Company, pursuant to the disclosure requirements under SEBI ICDR
Regulations, as adopted by the Board through its resolution dated October 21, 2021.
The memorandum of association of our Company, as amended from time to time.

The nomination, remuneration and compensation committee of our Board, as
Term
Compensation Committee
Non-executive Director(s)

Promoter(s)

Promoter Group

Registered Office

“Registrar of Companies” or
Rec
Restated Financial Information

Senior Management Personnel
Shareholders
Stakeholders’ Relationship

Committee
Whole-time Director(s)

Issue Related Terms

Term
‘Acknowledgement Slip

‘Allo’ or ‘Allotment’ — or

‘Allotted”
Allotment Advice

Allottee
‘Anchor Investor(s)

Anchor Investor Allocation Price
Anchor Investor Application
Form

Anchor Investor Bid/ Issue Period

or Anchor Investor Bidding Date

Anchor Investor Issue Price

Anchor Investor Portion

Description

described in “Our Management” on page 168.

Non-executive director(s) of our Company, as described in “Our Management” on
page 168.

The promoters of our Company, namely, Megharam Sagramji Choudhary, Jayantiram
Motiram Choudhary, Dhruv Mahendrakumar Patel and Arun Axaykumar Kothari.
The entities constituting the promoter group of our Company in terms of Regulation
2(1)(pp) of the SEBI ICDR Regulations. For details, see “Our Promoter and
Promoter Group” on page 195.

The registered office of our Company located at Survey No. 233/2 and 234/1,
Dhaneti, Bhuj, Kachchh - 370020 Gujarat, India.

The Registrar of Companies, Ahmedabad, Gujarat, India.

The restated financial information of our Company comprising of the restated
summary statement of assets and liabilities as at December 31, 2021, March 31, 2021,
March 31, 2020 and March 31, 2019, and the restated summary statements of profits
and losses (including other comprehensive income), and cash flow statement and
changes in equity for the nine months ended December 31, 2021, financial years
ended March 31, 2021, March 31, 2020 and March 31, 2019, together with its notes,
annexures and schedules are derived from our audited/re-audited financial statements
as at and for the nine months ended December 31, 2021, financial years ended March
31,2021, March 31, 2020 and March 31, 2019, prepared in accordance with Ind AS,
and restated in accordance with requirements of Section 26 of Part | of Chapter III of
Companies Act, SEBI ICDR Regulations and the Guidance Note on “Reports in
Company Prospectuses (Revised 2019)” issued by ICAI.

The senior management personnel of our Company, as disclosed in the section titled
“Key Management Personnel and Senior Management Personnel" on page 181.

The holders of the Equity Shares from time to time.

The stakeholders’ relationship committee of our Board as described in “Our
Management” on page 168.

Whole-time director(s) of our Company, as described in “Our Management” on page
168.

Description
The slip or document issued by the relevant Designated Intermediary(ies) to the Bidder
as proof of registration of the Bid cum Application Form.
Allotment of Equity Shares pursuant to the Issue to the successful Bidders.

Note, advice or intimation of Allotment sent to the successful Bidders who have been
or are to be Allotted the Equity Shares after the Basis of Allotment has been approved
by the Designated Stock Exchange.

A successful Bidder to whom an Allotment is made.

A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with SEBI ICDR Regulations and the Red Herring Prospectus, and who
has Bid for an amount of at least = 100 million.

The price at which Equity Shares werr allocated allocated to Anchor Investors
according to the terms of theRed Herring Prospectus and this Prospectus, which will be
decided by our Company in consultation with the BRLM.

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

The date, one Working Day prior to the Bid/Issue Opening Date, on which Bids by
Anchor Investors were submitted, prior to and after which the BRLM did not accept
any Bids from Anchor Investors, and allocation to Anchor Investors was completed, in
this case being May 10. 2022

The price at which the Equity Shares will be Allotted to Anchor Investors in terms of
the Red Herring Prospectus and this Prospectus.

The Anchor Investor Issue Price was decided by our Company in consultation with the
BRLM.

Up to 60% of the QIB Portion which was allocated by our Company in consultation
with the BRLM, to Anchor Investors on a discretionary basis in accordance with the
SEBI ICDR Regulations.
Anchor Investor Pay-in Date
‘ASBA’ or ‘Application
Supported by Blocked Amount’

ASBA Account

ASBA Bidder(s)
ASBA Form
Banker(s) to the Issue
Basis of Allotment

Bid(s)

Bid Amount

Bid cum Application Form
‘Bidder’ or ‘Applicant’

Bidding Centres

Bid Lot
Bid/Issue Closing Date

Bid/ Issue Opening Date

Bid/ Issue Period

Book Building Process

“Book Running Lead Manager’ or

‘BRLM’
Broker Centres

‘CAN’ or ‘Confirmation of
Allocation Note’

Cash Escrow and Sponsor Bank
Agreement

Description
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.
*Subject to finalisation of Basis of Allotment
With respect to Anchor Investor(s), the Anchor Investor Bidding Date,
An application, whether physical or electronic, used by Bidders/Applicants, other than
Anchor Investors, to make a Bid and authorising an SCSB to block the Bid Amount in
the specified bank account maintained with such SCSB and will include amounts
blocked by RIls using the UPI Mechanism.
Account maintained with an SCSB which was blocked by such SCSB or the account of
the RII blocked upon acceptance of UPI Mandate Request by RIls using the UPI
Mechanism to the extent of the Bid Amount of the Bidder/Applicant.
Any Bidder (other than an Anchor Investor).
‘An application form, whether physical or electronic, used by ASBA Bidders was
considered as the application for Allotment in terms of the Red Herring Prospectus and
this Prospectus.
Collectively, the Escrow Collection Bank(s), Refund Bank(s), Public Issue Account
Bank(s) and Sponsor Bank(s), as the case may be.
Basis on which Equity Shares was Allotted to successful Bidders under the Issue,
described in “Issue Procedure” on page 312.
An indication by a Bidder to make an offer during the Bid/Issue Period pursuant to
submission of the ASBA Form, or on the Anchor Investor Bidding Date by an Anchor
Investor, pursuant to the submission of the Anchor Investor Application Form, to
subscribe to or purchase 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 optional Bids indicated in the Bid cum Application Form and, in
the case of RIIs Bidding at the Cut-off Price, the Cap Price multiplied by the number of
Equity Shares Bid for by such RIIs and mentioned in the Bid Cum Application Form
and payable by the Bidder or blocked in the ASBA Account of an ASBA Bidder, as the
case may be, upon submission of the Bid in the Issue.

The Anchor Investor Application Form or the ASBA Form, as the context requires.
Any prospective investor who makes a Bid pursuant to the terms of the Red Herring
Prospectus and the Bid cum Application Form and unless otherwise stated or implied,
includes an Anchor Investor.

Centres at which the Designated Intermediaries accepted the ASBA Forms, i.e.,
Designated SCSB Branches for SCSBs, Specified Locations for Members of the
Syndicate, Broker Centres for Registered Brokers, Designated RTA Locations for
RTAs and Designated CDP Locations for CDPs.

46 Equity Shares and in multiples of 46 Equity Shares thereafter.

Except in relation to any Bids received from the Anchor Investors, being Friday May
13, 2022

Except in relation to any Bids received from the Anchor Investors, Wednesday May
11, 2022

Except in relation to Anchor Investors, the period between the Bid/Issue Opening Date
and the Bid/Issue Closing Date, inclusive of both days,

Book building process, as provided in Schedule XIII of the SEBI ICDR Regulations, in
terms of which the Issue is being made.

The book running lead manager to the Issue, being SMC Capitals Limited.

Broker centres notified by the Stock Exchanges where ASBA Bidders could submit the
ASBA Forms to a Registered Broker.

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 at
www.bseindia.com and www.nseindia.com.

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.

The agreement dated April 19, 2022 amongst our Company, the Registrar to the Issue,
the BRLM, the Syndicate Member, the Escrow Collection Bank(s), the Public Issue
Account Bank(s), the Sponsor Bank and the Refund Bank(s) for among other things,
collection of the Bid Amounts from the Anchor Investors and where applicable,
Cap Price
Client ID

‘CDP’ or ‘Collecting Depository
Participant’

Compliance Officer for the Issue
Cut-Off Price

Demographic Details

Designated CDP Locations

Designated Date

Designated Intermediary(ies)

Designated RTA Locations

Designated SCSB Branches

Designated Stock Exchange
Draft Red Herring Prospectus or
DRHP.

Dun & Bradstreet Report” or
“D&B Report”

Eligible NRI(s)

Escrow Account(s)

Description
refunds of the amounts collected from Anchor Investors, on the terms and conditions
thereof.

The higher end of the Price Band, being % 326 per Equity Share.

Client identification number maintained with one of the Depositories in relation to the
demat account.

A depository participant as defined under the Depositories Act, 1996, registered with
SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms of
circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 issued by
SEBI as per the list available on the websites of the Stock Exchanges, as updated from
time to time.

Compliance officer for the Issue in terms of the SEBI ICDR Regulations.

The Issue Price, finalised by our Company in consultation with the BRLM being 2 326
per Equity Share.

Details of the Bidders including the Bidder’s address, name of the Bidder’s
father/husband, investor status, occupation and bank account details and UPI ID,
wherever applicable.

Such locations of the CDPs where Bidders submitted the ASBA Forms.

The details of such Designated CDP Locations, along with names and contact details of
the Collecting Depository Participants eligible to accept ASBA Forms are available
ontherespective websites of the Stock Exchanges (www.bseindia.com and www.nseindia
.com, respectively) as updated from time to time.

The date on which the Escrow Collection Bank(s) transfers funds from the Escrow
Account, and funds blocked by the SCSBs and Sponsor Bank were transferred from the
ASBA Accounts, as the case may be, to the Public Issue Account or the Refund
Account, as appropriate, after finalisation of the Basis of Allotment, in terms of the
Red Herring Prospectus and the Prospectus following which the Equity Shares was
Allotted in the Issue.

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 was blocked
upon acceptance of UPI Mandate Request by such RIB using the UPI Mechanism,
Designated Intermediaries which means 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 locations of the RTAs where Bidders submitted the ASBA Forms to RTAs.

The details of such Designated RTA Locations, along with names and contact details
of the RTAs eligible to accept ASBA Forms are available on the
respective websites of the Stock Exchanges (www.bseindia.com and
Wwww.nseindia.com, respectively) as updated from time to time.

Such branches of the SCSBs which collected the ASBA Forms used by the Bidders, a
list of which is available on the website of SEBI at https://www.sebi.gov.in/
sebiweb/other/OtherAction.do?doRecognised=yes, updated from time to time, or at
such other website as may be prescribed by SEBI from time to time.

BSE Limited.

The draft red herring prospectus dated December 24, 2021 issued in accordance with
the SEBI ICDR Regulations, which does not contain complete particulars of the price
at which the Equity Shares will be Allotted and the size of the Issue.

The Report titled “Stainless Steel Pipes & Tubes” dated April, 2022 prepared
exclusively for the purposes of the Issue and released on April 4, 2022 by Dun &
Bradstreet, appointed by our Company on July 7, 2021 and commissioned and paid for
by our Company.

NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or
invitation under the Issue and in relation to whom the Bid cum Application Form and
the Red Herring Prospectus constituted an invitation to purchase the Equity Shares.
‘Account(s) opened with the Escrow Collection Bank and in whose favour Anchor
Escrow Collection Bank

First Bidder or sole Bidder

Floor Price
General Information Document or
GID

Minimum NIB Application Size
Monitoring Agency
Monitoring Agency Agreement

Mutual Fund Portion

Mutual Funds
Net Proceeds
Net QIB Portion

Non-Institutional
Bidder(s)/NIB(s)

Non-Institutional Portion

‘Non-Resident’ or ‘NR’

Issue

Issue Agreement

Issue Price

Issue Proceeds

Price Band

Description
Investors transferred the money through direct credit/NEFT/RTGS/NACH in respect
of the Bid Amount while submitting a Bid.

Bank which is a clearing member and registered with SEBI as a banker to an issue, and
with whom the Escrow Account(s) are opened, in this case being Axis Bank Limited.
The Bidder whose name shall be mentioned in the Bid cum Application Form or the
Revision Form and in case of joint Bids, whose name appears as the first holder of the
beneficiary account held in joint names,

The lower end of the Price Band, being 2310 per Equity Share.

The General Information Document for investing in public offers, prepared and issued
in accordance with the circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17,
2020 and the UPI Circulars, as amended from time to time. The General Information
Document shall be available on the websites of the Stock Exchanges and the Book
Running Lead Manager.

Bid Amount of more than = 200,000.

Care Ratings Limited

‘Agreement dated April 19, 2022 entered by and between the Company and the
Monitoring Agency

50,741 Equity Shares which was made available for allocation to Mutual Funds only
on a proportionate basis, subject to valid Bids being received at or above the Issue
Price.

*Subject to finalisation of the Basis of Allotment.

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

Proceeds of the Issue less the Issue related expenses. For further information about the
Issue related expenses, see “Objects of the Issue” on page 90.

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

All Bidders that are not QIBs or Retail Individual Bidders and who have Bid for Equity
Shares for an amount of more than 2 200,000 (but not including NRIs other than
Eligible NRIs).

The portion of this Issue not less than 15% of the Issue, being 761,115 Equity Shares,
was made available for allocation to Non-Institutional Bidders subject to valid Bids
being received at or above the Issue Price, subject to the following and in accordance
with the SEBI ICDR Regulations:

(i) one-third of the portion available to Non-Institutional Bidders shall be was
reserved for applicants with an application size of more than % 0.2 million and
up to @ 1.0 million; and

(ii) two-third of the portion available to Non-Institutional Bidders shall be was
reserved for applicants with application size of more than @ 1.0 million.

Provided that the unsubscribed portion in either of the sub-categories specified in (i)
and (ii) above was allocated to applicants in the other sub-category of Non Institutional
Bidders.

*Subject to finalisation of the Basis of Allotment.
‘A person resident outside India, as defined under FEMA and includes FPIs, VCFs,
FVCIs and NRIs.

The initial public offering of up to 5,074,100 Equity Shares aggregating up to =
326million by our Company for subscription pursuant to the terms of the Red Herring
Prospectus.

The agreement dated December 23, 2021 between our Company and the BRLM,
pursuant to which certain arrangements are agreed to in relation to the Issue.

% 326 per Equity Share, i.e. final price at which Equity Shares will be Allotted to
successful ASBA Bidders as determined by our Company in consultation with the
BRLM on the Pricing Date, in accordance with the Book Building Process and in terms
of the Red Herring Prospectus.

The gross proceeds of this Issue based on the total number of Equity Shares Allotted
under this Issue and the Issue Price.

The price band ranging from the Floor Price of 2 310 per Equity Share to the Cap Price
of % 326 per Equity Share, including any revisions thereof. The Price Band and
minimum Bid Lot, as decided by our Company, in consultation with the BRLM was
Pricing Date

Prospectus

Public Issue Account

Public Issue Account Bank

‘QIBs’ or ‘Qualified Institutional
Buyers’

QIB Bidders

QIB Portion

QIB Bid/ Issue Closing Date
‘Red Herring Prospectus’ or
“REP?

Refund Account

Refund Bank

Registrar Agreement

Registered Brokers

‘Registrar to the Issue’ or
‘Registrar?
‘RTAs’ or ‘Registrar and Share

Transfer Agents’

Resident Indian
‘Retail Individual Investor(s)’ or
“RIG)

Retail Portion

Revision Form

Description
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 Bhuj edition of Kutch Mitra (a widely circulated Gujarati daily
newspaper),Gujarati also being the regional language of Gujarat, where our Registered
Office is situated), at least two Working Days prior to the Bid/ Issue Opening Date
with the relevant financial ratios calculated at the Floor Price and at the Cap Price, and
were made available to the Stock Exchanges for the purpose of uploading on their
respective websites.

The date on which our Company in consultation with the BRLM, finalised the Issue
Price i.e. May 17, 2022

This prospectus dated May 18, 2022 to be filed with the RoC in accordance with
Section 26 of the Companies Act, 2013, and the SEBI ICDR Regulations containing,
inter alia, the Issue Price, the size of the Issue and certain other information, including
any addenda or corrigenda thereto.

The bank account opened with the Public Issue Account Bank under Section 40(3) of
the Companies Act, 2013, to receive monies from the Escrow Account and from the
ASBA Accounts on the Designated Date.

Bank which is a clearing member and registered with SEBI as a banker to an issue, and
with whom the Public Issue Account(s) was opened, in this case being Axis Bank
Limited.

Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR
Regulations.

QIBs who Bid in the Issue.

The portion of the Issue (including the Anchor Investor Portion) being not more than
50 % of the Issue comprising 2,537,050 Equity Shares, was made be available for
allocation to QIBs (including Anchor Investors) on a proportionate basis, subject to
valid Bids having being received at or above the Issue Price or Anchor Investor Issue
Price (for Anchor Investors).

*Subject to finalisation of Basis of Allotment

The Bid/Issue Closing Date.

The Red Herring Prospectus issued in accordance with Section 32 of the Companies
Act, 2013, and the provisions of the SEBI ICDR Regulations, which did not have
complete particulars of the price at which the Equity Shares wereoffered and the size of
the Issue, read with addendum dated May 10, 2022..

The account opened with the Refund Bank(s), from which refunds, if any, of the whole
or part of the Bid Amount to Anchor Investors shall be made.

The Banker to the Issue with whom the Refund Account(s) was opened, in this case
being Axis Bank Limited.

The agreement dated November 23, 2021, entered into between our Company and the
Registrar to the Issue, in relation to the responsibilities and obligations of the Registrar
to the Issue pertaining to the Issue.

Stock brokers registered with SEBI under the Securities and Exchange Board of India
(Stock Brokers and Sub-Brokers) Regulations, 1992 and the stock exchanges having
nationwide terminals, other than the Members of the Syndicate and eligible to procure
Bids in terms of Circular No. CIR/CFD/14/2012 dated October 4, 2012, issued by
SEBI.

KFIN Technologies Limited.

The 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, issued by SEBI.

A person resident in India, as defined under FEMA.

Individual Bidders, who had Bid for the Equity Shares for an amount which is not
more than & 200,000 in any of the bidding options in the Issue (including HUFs
applying through their Karta and Eligible NRI Bidders) and does not include NRIs
(other than Eligible NRIs).

Portion of the Issue being not less than 35% of the Issue consisting of 1,775,935 Equity
Shares”, which had been made available for allocation to Retail Individual Investors as
per the SEBI ICDR Regulations, subject to valid Bids having been received at or above
the Issue Price.

* Subject to finalization of Basis of Allotment.

Form used by the Bidders to modify the quantity of the Equity Shares or the Bid
Amount in any of their Bid cum Application Forms or any previous Revision Form(s).
“Self-Certified Syndicate Bank(s)’
or ‘SCSB(s)’

Specified Locations
Sponsor Bank(s)

Sub-Syndicate Member

Syndicate Agreement

Syndicate Member

“Syndicate” or ‘Members of the
Syndicate’
Underwriters

Underwriting Agreement
UPI

UPI Circulars

UPIID
UPI Mandate Request

UPI Mechanism

UPI PIN

Wilful Defaulter or a Fraudulent
Borrower

Working Day

Description

QIB Bidders and Non-Institutional Bidders were not allowed to withdraw or lower
their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage.
Retail Individual Investors could revise their Bids during the Bid/ Issue Period and
withdraw their Bids until the Bid/ Issue Closing Date.

The banks registered with SEBI, offering services: (a) in relation to ASBA (other than
using the UPI Mechanism), a list of which is available on the website of SEBI
at https://www.sebi. gov. in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intm
Id=3 4and htips://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=y
es&intmld=3 5, as applicable or such other website as may be prescribed by SEBI
from time to time; and (b) in relation to ASBA (using the UPI Mechanism), a list of
which is available on the website of SEBI
at https://www.sebi.gov. in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intm
Id 40, or such other website as may be prescribed by SEBI from time to time Retail
Individual Bidders using the UPI Mechanism could only apply through the SCSBs and
mobile applications using the UPI handles specified on the website of the SEBI. The
list of SCSBs through which Bids could be submitted by RIBs using the UPI
Mechanism, including details such as the eligible mobile applications and UPI handle
which could be used for such Bids, is available on the website of the SEBI
at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intm
Id=4 0

and https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&int
m d=4 3 which may be updated from time to time or at such other website as may be
prescribed by SEBI from time to time.

Bidding centres where the Syndicate accepted ASBA Forms from Bidders.

Bank(s) registered with SEBI which were appointed by the issuer to act as a conduit
between the Stock Exchanges and the National Payments Corporation of India in order
to push the mandate collect requests and / or payment instructions of the Rls into the
UPI, the Sponsor Bank(s) in this case being Axis Bank Limited, ICICI Bank Limited
and Kotak Mahindra Bank Limited.

The sub-syndicate member, if any, appointed by the BRLM and the Syndicate
Member, to collect ASBA Forms and Revision Forms.

The agreement dated April 19, 2022 executed between our Company, the Registrar to
the Issue, the BRLM and the Syndicate Member in relation to the procurement of Bid
cum Application Forms by the Syndicate.

Syndicate member as defined under Regulation 2(1)(hhh) of the SEBI ICDR
Regulations, namely, SMC Global Securities Limited.

the BRLM and the Syndicate Member.

 

 

 

 

 

SMC Capitals Limited and SMC Global securities Limited

The agreement dated May 17, 2022, entered between the Underwriters and our
Company, but prior to filing of the Prospectus with the RoC.

Unified payments interface which is an instant payment mechanism, developed by
National Payments Corporation of India.

SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1,
2018,SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019,
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI
circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI
circular number SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019,
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020,
SEBI circular no, SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021,
SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021,
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022 and any subsequent circulars
or notifications issued by SEBI in this regard.

ID 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 authorise blocking of funds on the UPI application equivalent to Bid
Amount and subsequent debit of funds in case of Allotment.

The bidding mechanism that could be used by an RII to make a Bid in the Issue in
accordance with SEBI UPI Circular.

Password to authenticate UPI transaction.

A wilful defaulter or a fraudulent borrower, as defined under the SEBI ICDR
Regulations.

All days other than second and fourth Saturday of the month, Sunday or a public
Description
holiday, on which commercial banks in Mumbai, Maharashtra are open for business;
provided, however, with reference to (a) announcement of Price Band; and (b) Bid/
Issue Period, the expression “Working Day” shall mean all days on which commercial
banks in Mumbai, Maharashtra are open for business, excluding all Saturdays, Sundays
or public holidays; and (c) with reference to the time period between the Bid/ Issue
Closing Date and the listing of the Equity Shares on the Stock Exchanges, the
expression “Working Day’ shall mean all trading days of Stock Exchanges, excluding
Sundays and bank holidays, in terms of the circulars issued by SEBI.

Technical/Industry Related Terms/Abbreviations

Term
A358

ADD
AFNOR
Amp.

API Pipe Line

API

ARP

ASME
ASTM

B2B

CAGR
cGD

CIF

cVvD

D&B Report

DCI

DI

DIN
DMISP
E&P
EBITDA

EN

EOI
ERP
ERW
FOB
FOR
FW

GI Pipes
HELP
HSAW
HYDRO
IBR

JIS
KSM
KVA
LNG
LSAW
MIG
MMTPA
NPCI
NAS
NDR

Description
Standard Specification for Electric-Fusion-Welded Austenitic Chromium-Nickel
Stainless Steel Pipe for High-Temperature Service and General Applications.
Anti-Dumping Duty
Association frangaise de normalisation (French Standardization Association)
A unit of electric current
API Line Pipe is steel pipe used for the transmission of Oil, Gas and Petroleum
Distillates. Line pipes makes the pipeline and is different from casing and tubing.
Line Pipes are manufactured as per specifications established by American
Petroleum Institute (API).
Active Pharmaceutical Ingredients
Acid Regeneration Plant
‘American Society of Mechanical Engineers
American Society for Testing and Materials
Business to Business
Compound Annual Growth Rate
City Gas Distribution
Cost, Insurance and Freight
Counter Veiling Duty
The Report titled “Stainless Steel Pipes & Tubes” dated April, 2022 prepared
exclusively for the purposes of the Issue and released by Dun & Bradstreet appointed
by our Company on July 7, 2021 and commissioned and paid for by our Company.
Ductile Cast Iron
Drug Intermediates
Deutsches Institut fiir Normung (German Institute for Standardization)
Domestically Manufactured Iron & Steel Products
Exploration & Production
Earnings before interest, taxes, depreciation and amortisation which has been arrived
at by adding finance expense, depreciation expense, exceptional items and total tax
expense to the restated profit for the year/period.
European Standards
Expression of Interest
Enterprise Resource Planning
Electric Resistance Welded pipe
Free-on-Board
Free-on-Road
Furnace Weld also called as Continuous Weld
Galvanised Iron Pipes
Hydrocarbon Exploration and Licensing Policy
Helical Submerged Arc Welded Pipes
Hydrostatic test
Indian Boiler Regulation
Japanese Industrial Standards
Key Starting Materials
A kilovolt-ampere which is equal to 1,000 volt amps.
Liquefied Natural Gas
Longitudinally Submerged Arc Welding Pipe
Metal Inert Gas
Million Metric Tons Per Annum
National Payments Corporation of India
Network Attached Storage
National Data Repository
Term
NDT
NE
NIP
NIP
NPS
OALP
OCTG
OD
PAT
PED
PLI
PMI
PNGRB
PPI
Products
PSC
RSC
SAW
Seamless tubes
SME
ss
TB
TIG
Welded tubes
Y/Y and YoY

Description
Non-destructive testing

National Formulary

National Infrastructure Pipeline

National Infrastructure Pipeline

Nominal Pipe Size (1/8" to 24")

Open Acreage Licensing Policy

Oil Country Tubular Goods

Outside Diameter

Profit for the year/period

Pressure Equipment Directive

Production Linked Incentive

Purchasing Managers’ Index

Petroleum and Natural Gas Regulatory Board
Producer Price Index

Seamless tubes/pipes and Welded tubes/pipes
Production Sharing Contract

Revenue Sharing Contract

Submerged Arc Weld also known as DSAW.
Tubes without welding seams

Small and Medium Enterprise

Stainless Steel

A terabyte which is equal to 1 trillion bytes
Tungsten Inert Gas

Tubes produced through roll forming

Year on Year

Conventional and General Terms or Abbreviations

Term
AIF

AS or Accounting Standards

BSE

Category III FPI
CDSL

CEO

CIN

Companies Act
Companies Act, 1956

Companies Act, 2013

Contract Labour Act
CSR

Depositories
Depositories Act
DIN

DPT

DP ID

“DP” or “Depository Participant”
EPS

FCNR

FDI

FDI Circular / FDI Policy

FEMA

‘Financial Year’ or ‘Fiscal or

Description
An alternative investment fund as defined in and registered with SEBI under the
Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012, as amended.

Accounting standards as prescribed by Section 133 of the Companies Act, 2013 read
with Rule 7 of the Companies (Accounts) Rules, 2014, as amended.

BSE Limited.

FPIs registered as category III FPIs under the SEBI FPI Regulations, as amended.
Central Depository Services (India) Limited.

Chief Executive Officer.

Corporate Identity Number.

Companies Act, 2013, as applicable and as amended.

Companies Act, 1956 (without reference to the provisions thereof that have ceased to
have an effect upon notification of the sections of the Companies Act, 2013) along
with the relevant rules made thereunder.

Companies Act, 2013, to the extent in force pursuant to the notification of sections by
the Ministry of Corporate Affairs, Government of India as of the date of this
Prospectus, along with the relevant rules made thereunder.

The Contract Labour (Regulation and Abolition) Act, 1970, as amended.

Corporate Social Responsibility.

NSDL and CDSL.

The Depositories Act, 1996, as amended and read with regulations framed thereunder.
Director Identification Number.

Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry, Government of India (formerly known as Department of Industrial Policy
and Promotion).

Depository Participant’s Identity Number.

A depository participant as defined under the Depositories Act.

Earnings Per Share.

Foreign currency non-resident account.

Foreign Direct Investment.

Consolidated Foreign Direct Investment Policy notified by the DPIIT through
notification dated October 15, 2020 effective from October 15, 2020, as amended.
Foreign Exchange Management Act, 1999, read with rules and regulations thereunder.
The period of 12 months ending March 31 of that particular year.
Term
Fiscal Year’ or ‘FY’
FPI(s)
FVCI

GECL

“Gol” or “Government” — or
“Central Government”

HUF

ICAL

IFRS

Income Tax Act

Income Tax Rules

Ind AS

Indian Accounting Standard Rules
Indian GAAP
Indian Penal Code
IPO

IRDAL

IST
Kutch/Kachchh
MCA

MT

‘Mn’ or ‘mn’

N.A.

NAV

NACH

NEFT

NRI

NSDL
NSE
‘OCB’ or
Body’

“Overseas Corporate

P/E Ratio

PAN

RBI

“RONW”/ “RoNW”
RTGS.

SCRA

SCRR

SEBI

SEBI Act
SEBI AIF Regulations

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

SEBI VCF Regulations

Description

Foreign portfolio investors as defined under the SEBI FPI Regulations, as amended.
Foreign venture capital investors as defined and registered under the SEB] FVCI
Regulations, as amended.

Guaranteed Emergency Credit Line.

The Government of India.

Hindu undivided family.
The Institute of Chartered Accountants of India.

International Financial Reporting Standards.

Income- Tax Act, 1961, as amended and read with the rules framed thereunder.
Income- Tax Rules, 1962, as amended.

Indian Accounting Standards prescribed under section 133 of the Companies Act,
2013, as notified under Companies (Indian Accounting Standard) Rules, 2015, as
amended.

Companies (Indian Accounting Standards) Rules of 2015, as amended.

Generally accepted accounting principles in India.

Indian Penal Code, 1860, as amended.

Initial public offering.

Insurance Regulatory and Development Authority of India.

Indian Standard Time.

District of Kachchh, Gujarat.

Ministry of Corporate Affairs, Government of India.

Metric tonnes.

Million.

Not applicable.

Net asset value.

National Automated Clearing House, a consolidated system of ECS.

National Electronic Fund Transfer.

A person resident outside India, who is a citizen of India or an overseas citizen of
India cardholder within the meaning of section 7(A) of the Citizenship Act, 1955, as
amended.

National Securities Depository Limited.

National Stock Exchange of India Limited.

‘A company, partnership, society or other corporate body owned directly or indirectly
to the extent of at least 60% by NRIs including overseas trusts, in which not less than
60% of beneficial interest is irrevocably held by NRIs directly or indirectly and which
was in existence on October 3, 2003 and immediately before such date was eligible to
undertake transactions pursuant to general permission granted to OCBs under FEMA.
OCBs are not allowed to invest in the Issue.

Price/earnings ratio.

Permanent account number.

Reserve Bank of India.

Net profit after tax / net worth as at the end of period/year.

Real time gross settlement.

Securities Contracts (Regulation) Act, 1956, as amended.

Securities Contracts (Regulation) Rules, 1957, as amended.

Securities and Exchange Board of India constituted under the SEBI Act, 1992, as
amended.

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 (Share Based Employee Benefits)
Regulations, 2014, 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.

Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended.

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

10
Term
State Government
Stock Exchanges
Takeover Regulations

U.S. GAAP

U.S. Securities Act
VAT

VCFs

Year/ Calendar Year

Description

The government of a state in India.

Collectively, the BSE and NSE.

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

Generally accepted accounting principles of the United States of America.

US. Securities Act of 1933, as amended.

Value added tax.

Venture capital funds as defined in and registered with SEBI under SEBI
VCF Regulations, as amended.

12-month period ending December 31.

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

Certain Conventions

All reference in this Prospectus to “India” are to the Republic of India. All references to the “Government”,
“Indian Government”, “GOI”, “Central Government” or the “State Government” are to the Government of
India, central or state, as applicable. All references to the “U.S.”, “US”, “U.S.A” or “United States” are to the
United States of America and its territories and possessions. Unless otherwise specified, any time mentioned in
this Prospectus is in Indian Standard Time.

In this RHP, the terms “we”, “us”, “our”, the “Company”, “our Company”, "the Company", “Venus
Pipes”, or “the Issuer”, unless the context otherwise indicates or implies, refers to Venus Pipes & Tubes
Limited.

Page Numbers

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

Currency and Units of Presentation

All references to “Rupee(s)”, “Rs.” or “%” or “INR” are to Indian Rupees, the official currency of the Republic
of India. All references to “US$” or “U.S. Dollars” or “USD” are to United States Dollars, the official
currency of the United States of America. All references to “€” or “Euro” are to Euro, the official currency of
certain countries forming part of the European Union.

Exchange Rates
This Prospectus contains conversions of certain other currency amounts into Rupees that have been presented

solely to comply with the requirements of SEBI ICDR Regulations. Unless otherwise stated, the exchange rates
referred to for the purpose of conversion of foreign currency amounts into Rupee amounts, are as follows:

(in &)
Exchange rate as on)
Currenc
'y March 31, 2022 Desa: 31, March 31,2021 ya.cm 31, 9000 March 31, 2019

1 USD* 75.81 74.30 73.50 75.39 69.17

1 Euro 84.66 84.04 86.10 83.05 77.70
*Source: www.fbil.org and www.rbi.org.in
@ If the RBI reference rate is not available on a particular date due to a public holiday, exchange rates of the previous working day

have been disclosed.

Such conversion should not be considered as a representation that such currency amounts have been, could have
been or can be converted into Rupees at any particular rate, the rates stated above or at all.

Financial and Other Data

Unless stated or the context requires otherwise, our financial information in this Prospectus is derived from our
Restated Financial Information comprises of the restated summary statements of assets and liabilities as at
December 31, 2021, March 31, 2021, March 31, 2020 and March 31, 2019, and the restated summary statement
of profit and loss (including other comprehensive income), and cash flow statement and changes in equity for
the nine months ended December 31, 2021, financial years ended March 31, 2021 , March 31, 2020 and March
31, 2019 together with its notes, annexures and schedules are derived from our audited financial statements as at
and for the nine months ended December 31, 2021, financial years ended March 31, 2021, March 31, 2020 and
March 31, 2019 prepared in accordance with Ind AS, and restated in accordance with the SEBI ICDR
Regulations, and the Guidance Note on “Reports in Company Prospectuses (Revised 2019)” issued by ICAI.

There are significant differences between Indian GAAP, Ind AS and IFRS. Our Company does not provide

reconciliation of its financial information to IFRS or U.S. GAAP. Our Company has not attempted to explain
those differences or quantify their impact on the financial data included in this Prospectus and it is urged that

12
you consult your own advisors regarding such differences and their impact on our financial data. Accordingly,
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, the
Companies Act, Ind AS, and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian
accounting policies and practices on the financial disclosures presented in this Prospectus should, accordingly,
be limited.

Our Company’s fiscal year commences on April 1 of each year and ends on March 31 of the next year.
Accordingly, all references to a particular fiscal year (referred to herein as “Fiscal”, “Fiscal Year” or “FY”) are
to the 12-month period ended March 31 of that particular year, unless otherwise specified.

All the figures in this Prospectus, except for figures derived from the Dun & Bradstreet Research Report (which
are in crores), have been presented in millions or in whole numbers where the numbers have been too small to
present in million unless stated otherwise. One million represents 1,000,000, one billion represents
1,000,000,000, one crore represents 10,000,000 and one lakh represents 100,000. Certain figures contained in
this Prospectus, including financial information, have been subject to rounding adjustments. Any discrepancies
in any table between the totals and the sum of the amounts listed are due to rounding off. All figures in decimals
have been rounded off to the second decimal. In certain 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 figures in a column or row in
certain tables may not conform exactly to the total figure given for that column or row. However, figures
sourced from third-party industry sources may be expressed in denominations other than millions or may be
rounded off to other than two decimal points in the respective sources, and such figures have been expressed in
this Prospectus in such denominations or rounded-off to such number of decimal points as provided in such
respective sources.

Unless the context otherwise indicates, any percentage amounts, as set forth in “Risk Factors”, “Our Business”
and “Management's Discussion and Analysis of Financial Condition and Results of Operations” on pages 23,
139 and 253, respectively, and elsewhere in this Prospectus have been calculated on the basis of amounts
derived from the Restated Financial Information.

Non-Indian GAAP Financial Measures

This Prospectus contains certain non-Indian GAAP financial measures and certain other statistical information
relating to our operations and financial performance. We compute and disclose such non-Indian GAAP financial
measures and such other statistical information relating to our operations and financial performance as we
consider such information to be useful measures of our business and financial performance. These non-Indian
GAAP financial measures and other statistical and other information relating to our operations and 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 and statistical information of similar
nomenclature that may be computed and presented by other companies and are not measures of operating
performance or liquidity defined by Ind AS and may not be comparable to similarly titled measures presented by
other companies.

Industry and Market Data

The industry and market data set forth in this Prospectus have been obtained or derived from publicly available
information as well as industry publications and sources. Industry publications generally state that the
information contained in those publications has been obtained from sources believed to be reliable but their
accuracy and completeness are not guaranteed and their reliability cannot be assured. Although we have no
reason to believe that industry data used in this Prospectus is not reliable, it has not been independently verified
by us, none of our Directors and the BRLM, any of their affiliates or advisors make any representation as to its
accuracy or completeness. The data used in these sources may have been re-classified by us for the purposes of
presentation. Data from these sources may also not be comparable.

The extent to which industry and market data set forth in this Prospectus is meaningful depends on the reader’s
familiarity with and understanding of the methodologies used in compiling such data. There are no standard data
gathering methodologies in the industry in which we conduct our business, and methodologies and assumptions
may vary widely among different industry sources. Accordingly, no investment decision should be made solely
on the basis of such information. Such data involves risks, uncertainties and numerous assumptions and is
subject to change based on various factors, including those disclosed in “Risk Factors” on page 23.

13
In accordance with the SEBI ICDR Regulations, “Basis for Issue Price” beginning on page 105 includes
information relating to our peer group companies. Such information has been derived from publicly available
sources, and neither we, nor the Book Running Lead Manager or any of its affiliates have independently verified
such information. Accordingly, no investment decision should be made solely on the basis of such information.

This Prospectus contains certain industry and market data and statements concerning our industry obtained from
D&B Report. Further, D&B India, vide their letter dated April 7, 2022 (“Letter”) has accorded their no
objection and consent to use the D&B Report. D&B India, vide their Letter has also confirmed that they are an
independent agency, and confirmed that D&B India is not related to our Company, our Directors, or our Key
Managerial Personnel.

14
FORWARD-LOOKING STATEMENTS

This Prospectus contains certain “forward-looking statements”. These forward-looking statements generally can
be identified by words or phrases such as “aim”, “anticipate”, “believe”, “goal”, “expect”, “estimate”, “intend”,
“objective”, “plan”, “project”, “should” “will”, “will continue”, “seek to”, “will pursue” or other words or
phrases of similar import. Similarly, statements that describe our strategies, objectives, plans or goals are also
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. For the reasons described below, we cannot assure investors that the expectations reflected in
these forward-looking statements will prove to be correct. Therefore, investors are cautioned not to place undue
reliance on such forward-looking statements and not to regard such statements as a guarantee of future
performance.

 

Actual results may differ materially from those suggested by the forward-looking statements due to risks or
uncertainties associated with the expectations with respect to, but not limited to, regulatory changes pertaining
to the industry in India in which our Company has businesses and our ability to respond to them, our ability to
successfully implement our strategy, our growth and expansion, technological changes, our exposure to market
risks, general economic and political conditions in India and globally 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 laws, regulations and taxes and changes in competition in our industry.
Important factors that could cause actual results to differ materially from our expectations include, but are not
limited to, the following:

¢ continuing effect of the COVID-19 pandemic on our business, results of operations, operations and
financial condition,

¢ competition, including from other large and established competitors, reduced prices, operating margins,
profits and further result in loss of market share,

* our Products becoming obsolete due to a breakthrough in the development of technology or alternate
products,

© uncertainties in demand and lack of assurance in customers and suppliers continuing to purchase our
Products or sell raw materials,

¢ limited operating history in the highly competitive stainless steel pipes and tubes market,
e decrease in demand of steel,

¢ — volatility of pricing in the steel industry,

© our potential inability to protect our intellectual property,

© — our dependence and customer concentration on top ten (10) customers,

¢ — inability to effectively utilize our manufacturing capacities ,

« adverse effects of pending outstanding litigations against us,

¢ existing international operations and our plans to expand into additional overseas markets subjecting us to
various business, economic, political, regulatory and legal risks,

e — foreign currency exchange risks and regulatory changes in foreign exchange management,

* emergence of modern trade channels in the form of online retailers may adversely affect our pricing ability,
and result in temporary loss of retail shelf space and disrupt sales of our Products,

© our inability to raise additional capital for current and future expansion plans thereby leading affecting our
business prospects, results and financial conditions.

For a further discussion of factors that could cause our actual results to differ from our expectations, see “Risk
Factors”, “Our Business” and “Management's Discussion and Analysis of Financial Condition and Results of
Operations” on pages 23, 139 and 253, respectively. By their nature, certain market risk disclosures are only
estimates and could be materially different from what actually occurs in the future. As a result, actual gains or
losses could materially differ from those that have been estimated.

Forward-looking statements reflect our current views as of the date of this Prospectus and are not a guarantee of

future performance. These statements are based on our management’s beliefs and assumptions, which in turn are
based on the currently available information. Although we believe the assumptions upon which these forward-

15
looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the
forward-looking statements based on these assumptions could be incorrect. None of our Company, Directors,
and the BRLM or its 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 regulatory requirements, our Company will ensure that investors in India are informed of
material developments from the date of registration of this Prospectus until the date of Allotment.

16
SUMMARY OF THE OFFER DOCUMENT

This section is a general summary of certain disclosures included in this Prospectus 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 the sections titled “Risk Factors”,
“Objects of the Issue”, “Our Business”, “Industry Overview”, “Capital Structure”, “The Issue” and
“Outstanding Litigation and Material Developments” available at pages 23, 90, 139,114, 78, 64 and 289
respectively of this Prospectus.

Summary of Business

We are one of the growing stainless-steel pipes and tubes manufacturer and exporter in India having over six
years of experience in manufacturing of stainless-steel tubular products in 2 broad categories: (i) seamless
tubes/pipes; and (ii) welded tubes/pipes. We are currently manufacturing 5 product lines, namely, (i) stainless
steel high precision & heat exchanger tubes; (ii) stainless steel hydraulic & instrumentation tubes; (iii) stainless
steel seamless pipes; (iv) stainless steel welded pipes; and (v) stainless steel box pipes (“Products”). Under our
brand name “Venus”, we supply our Products for applications in diverse sectors including (i) chemicals, (ii)
engineering; (iii) fertilizers; (iv) pharmaceuticals, (v) power, (vi) food processing; (vii) paper; and (viii) oil and
gas.

Summary of Industry

Our Company operates in the stainless-steel products industry. Stainless steel is a value-added product with high
corrosion resistant properties, superior aesthetic finish and higher life span. These features have helped in
increasing the popularity of stainless steel across the world. Despite being one of the largest producers as well as
consumers of stainless steel, the per capita stainless-steel consumption in India remains low. India’s per capital
stainless steel consumption has increased from 1.2 kg in 2010 to 2.5 kg in 2019, however, its consumption is
much lower compared to the world average of 6 kg per capita (Source: D&B Report). This low consumption
pattern is an indication of the inherent opportunities existing in the sector.

Promoters

Our Promoters are Megharam Sagramji Choudhary, Jayantiram Motiram Choudhary, Dhruy Mahendrakumar
Patel and Arun Axaykumar Kothari. For detailed information on our Promoters and Promoters’ Group, please
refer to Chapter titled “Our Promoters and Promoters’ Group” on page 184.

Issue Size

The initial public offering of up to 5,074,100 Equity Shares aggregating up to = 1654.16 million by our
Company for subscription pursuant to the terms of this Prospectus.

Objects of the Issue

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

Particulars Amount*
(In Zmillion)
Financing the project cost towards capacity expansion and backward 1,079.45
integration for manufacturing of hollow pipes
To meet the working capital requirements 250.00
General corporate purposes# 149.46

2 subject to finalisation of Basis of Allotment

17
Pre-Issue Shareholding of Promoters and Promoter Group

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

S.No. | Category of Shareholders No. of Equity Shares % of total pre-Issue paid-up
Equity Share Capital
A Promoters
1 Megharam Sagramji Choudhary 3,497,743 22.98
2 Jayantiram Motiram Choudhary 1,178,915 7.74
3 Dhruv Mahendrakumar Patel 2,580,810 16.95
4 ‘Arun Axaykumar Kothari 1,212,291 7.96
Total (A) 8,469,759 55.64
B Promoter Group
1 Payal Kothari 1,160,291 7.62
2 Jyoti Rakesh Lahoti 150,000 0.99
3 Vishwa Jeet Jhanwar 2,800 0.02
Total (B) 1,313,091 8.63
Total (A+B) 9,782,850 64.27
Summary of Restated Financial Information
(in million other than share data)
As at and for the As at and for the As at and for the As at and for the
Particulars nine months ended Fiscal ended Fiscal ended Fiscal ended March
December 31, 2021 March 31, 2021 March 31, 2020 31, 2019
Share capital 152.22 87.33 87.33 87.33
Net worth 1,204.82 399.31 162.76 121,74
Revenue 2,767.69 3,093.31 1,778.08 1,187.52
Net profit after tax 235.95 236.32 41.28 37.50
Earnings per share
-Basic 15.50 27.06 4.73 4.29
-Diluted 15.50 27.06 4.73 4.29
Net asset value per equity 79.15 45.73 18.64 13.94
share
Total borrowings 500.06 375.02 426.11 294.19

Qualifications of the Auditors

The Restated Financial Information does not contain any qualification requiring adjustments by the Auditors.

Summary of Outstanding Litigation and Material Developments

A summary of outstanding litigation proceedings involving our Company, our Promoters, our Directors, and our
Group Companies as disclosed in the Red Herring Prospectus as per the Materiality Policy, is provided below:

Name of Entity Criminal Tax Statutory or _Disciplinary
Proceedings Proceedings Regulatory _actions by the
Proceedings SEBI or Stock
Exchanges
against our
Promoters
Company - -
By the Company é z
Against the * 7
Company
Directors - -

By our Directors -

Against the -
Directors

Promoters -
By Promoters -

Against -
Promoters

18

Material Civil Aggregate

Litigations amount
involved
in million)

11.88

16.83
 

Subsidiaries = = : 3 z 3
By Subsidiaries - 2 = - - -

 

 

Against - - - - - es
Subsidiaries

 

 

 

 

 

 

 

For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material
Developments” beginning on page 289.

Risk Factors

Please see “Risk Factors” beginning on page 23 to have an informed view before making an investment
decision.

Details of the pre-IPO placement
Our Company has not proposed to undertake any pre-IPO placement prior to the filing of RHP.
Summary of Contingent Liabilities of our Company

As of December 31, 2021, our capital and other commitments (contingent liabilities) not provided for in our
Restated Financial Information are as follows:

os z a 7

Duty on import against advance license for export obligation 289.64

Total 289.64
For further details, see “Financial Statements” on page 194.

 

 

 

Summary of Related Party Transactions

(in million)

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of goods/services
1 | Ambaji Import Pvt Ltd
2 Venus Enterprise - x F = = -[_- - 2736 9464 8.37
3 Sunshine Liquid Storage = “ * = . * o| = - (19.00) 19.00 =
Pvt Lid
4 S.J. Enterprise * 2 = . el « - - 6.44 :
5 KM Ferrometals Pvt Ltd * : = . | - | 76.94 95.59 72.32
6 Syndicate Enterprises . * " . = . e| © - 0.18 173.02 23.52
LLP
7 Asian Metal Industries, - - : 3 : - z/ = : - 18.16 =
Ahmedabad
8 PK Enterprise z Z E E 2 g - | = 29.60 67.95 105.48 70.02
9 Flotek Engineering z Z E E z s - | - | 39.73 2 - 0.04
10 Asian Metal Industries, Z 3 : : : : - = 210.61 20589 141.42 43.43,
Gandhidham
11 Dwarka Metal : - = = . - =) 91.95 8250 130.57 72.14
Corporation
12 | Metal Industrial 7 5 = - - = - =) 041° 072° «178 1.55
Corporation
13 Venus Pipes & Tubes = 5 2 = = . -|-| 051 | 330 -/| 153

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19
Purchase of Fixed Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 | KM Ferrometals Pvt Ltd = = - = = = = -| 0.24) 157
2 Asian Metal Industries, = ° - - - = - 157 0.18 0.58
Ahmedabad
3 Asian Metal Industries, = “ * = . -) 137, 088 (1290.69
Gandhidham
III, _ Sale of goods/services
1 | Venus Enterprise * 2 = = -| 3756| 4161) 832
2 Mahesh Oil Industries = s * = = * = - 062 0.00
3 S.J. Enterprise - x F = -| 72.75 4253 36.73 =
4 KM Ferrometals Pvt Lid - x F = : - 127.73 273.07 115.46
5 Asian Metal Industries, = “ * = . -) 088 1180 296 1132
Ahmedabad
6 PK Enterprise * 2 = - 2598 75.25 22.33 -
7 Flotek Engineering - - - - - - 151 0.77192
8 Asian Metal Industries, . * " . = -) 16.78 930 2383 6.18
Gandhidham
9 Dwarka Metal - - - - - - 2886 46.44 5.70 5.24
Corporation
10 | Metal Industrial z z E E - 1400 5.66 15.82 8.93
Corporation
11 | Venus Pipes & Tubes : 5 : s = - 709 150 0.21 2.40
12 Venus Metal Industries : 5 - = - = - - 0.05 :
13 | Godavari Metal = = = E = = = - 0.22 0.47
Corporation
14 Kamlesh Metal and = E : - - ) = - =
Tubes LLP
IV. Expenses Incurred
1 | Sunshine Enterprises = 5 5 3 & -| 090) 2.40 = :
2 | Sunshine Liquid Storage 7 5 = - - = -) 3.42 = :
Pvt Lid
3 Jayantiram Choudhary 0.03 5 2 = = = = : : 6
4 Arun Axaykumar 0.92 . . = = = = @ 2
Kothari
5 Megharam Choudhary 0.74 = - = = = - - - -
6 Dhruy Patel 0.74 = - = = = = 2 =
7 Kailash Nath Bhandari 0.03 = - = = = = 2 =
8 Pranay Ashok Surana 0.04 = - = = = = 2 =
9 Komal Lokesh Khadaria 0.04 = - = = = = 2 =
10 | Shyam Agrawal 0.03, = - = = = = 2 =
11 Pavan Kumar Jain 0.32 = - = = = = 2 =
V. Net Receipt/(Payment) of Unsecured Loan
1 | Ambaji Import Pvt Ltd = : - = = - | (03.28) | (4.60) | 9.70 6
2 Ambaji Infracon Pvt Lid = : - = = - 473 - 1400.44
3 Ambaji Warehouse Park = * - = = - 37.10 25.12 (9.40) 9.40
4 Dhruv M Patel (2.24) 2.24 (2.50) 2.50 - 2 = é : -
5 PK Enterprise = * - = = - (2053) 3065 652 52.31
6 Payal Kothari = : - = (0.40) 0.40 - : : 6
7 Sovox Renewables Pvt = : - = - - (4.00) 4.00 : 6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

20
Description of the nature of the
transactions

Ltd
8 Sunshine Enterprises
S Asian Metal Industries,
Gandhidham

KMP
202. 201
0-21 9-20

Person having
significant influence /
control over the
reporting entity or the
relative of KMP
201 Apr 202 201 20
8-19 '21 0-21 9-20 18
to -
Dec’ 19
21

Entities over KMP or their
relatives or the person having
significant influence / control over
the reporting entity exercise
significant influence / control
Apr'2 2020- 2019- —-2018-

1to 21 20 19
Dec'21
(4.28) 4.28 -

(23.96) 23.96 -

For details of the related party transactions as reported in the Restated Financial Information, see “Financial
Information— Schedule and notes to accounts to Restated Financial Information” beginning on page 194.

Financing Arrangements

There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our
directors and their relatives have financed the purchase by any other person of securities of our Company during
a period of six months immediately preceding the date of this Prospectus.

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

Except as disclosed below, our Promoters have not acquired any Equity Shares in the one year preceding the

date of this Prospectus:

Number of Equity Shares acquired

S.No. Name of Shareholder

1 Megharam Sagramji Choudhary

2 Dhruv Mahendrakumar Patel

3 Arun Axaykumar Kothari

4 Jayantiram Motiram Choudhary
*AsS

1,709,743

2,167,810

1,212,291
392,972

Weighted average price of
acquisition per Equity Share
(in®*

17.70
34.04
Nil
Nil

certified by Maheshwari & Co., Chartered Accountants, by their certificate dated April 19, 2022.

Details of price at which specified securities were acquired/transferred in the last three years preceding

the date of this Prospectus.

The details of the price at which specified securities were acquired/transferred in the last three years preceding
the date of this Prospectus by our promoter and promoter group is disclosed below:

S.No. Name of acquirer/shareholder
Promoters

1 Megharam Sagramji Choudhary

a Jayantiram Motiram Choudhary

3 Dhruv Mahendrakumar Patel

4 Arun Axaykumar Kothari

Promoter Group
5 Payal Kothari

 

Date of No. Equity
Allotment/ Shares Allotted
Transfer / (Transferred)
08-09-2021 5,30,829
10-09-2021 11,78,914
21-09-2021 (39,000)
08-09-2021 (4,98,757)
10-09-2021 3,92,972
08-09-2021 12,94,540
10-09-2021 8,73,270
21-09-2021 (39,000)
08-09-2021 8,08,194
10-09-2021 4,04,097
08-09-2021 (6,65,612)

21

= Issue/
Acquisition’
Value per “¢auisitio
ca Price per
5 (in Equity Share
(in)
10 SF
10 Nil*
10 ST
10 SF
10 Nil*
10 St
10 Nil*
10 57
10 Nil#
10 Nil*
10 St
 

08-09-2021 (8,08,194) 10 Nil#
10-09-2021 4,04,097 10 Nil*

(52,000) 10 57

6 Leeladevi J Choudhary 08-09-2021 (3,00,000) 10 57
7 Jyoti Rakesh Lahoti 21-10-2021 1,50,000 10 280
8 Vishwa Jeet Jnanwar 21-10-2021 2,800 10 280

* Bonus Issue, For further details, see “Capital Structure - Notes to the Capital Structure — History of equity capital structure of our
company" on page number 78 of the RHP.

* transfer by way of Gift, For further details, see “Capital Structure - Notes to the Capital Structure — History of equity capital structure of
our company” on page number 78 of the RHP.

 

Weighted average cost of acquisition for all the equity shares transacted in last one year and last three
years preceding the date of this Prospectus.

The weighted average cost of acquisition for all the equity shares transacted in last one year and last three years
preceding the date of this Prospectus is as set out below:

Period Weighted average cost Range of Acquisition price :
of acquisition (in %)* Lowest price — highest price (in %)*
Last one year preceding the date of RHP 75.78 Nil-280
Last three years preceding the date of RHP 75.78 Nil-280

*As certified by Maheshwari & Co., Chartered Accountants, by their certificate dated April 26, 2022
Average Cost of Acquisition

The average cost of acquisition per Equity Share for our Promoters, as on the date of this Prospectus is:

S.No. Category of Shareholders No. of Equity Shares Average Cost of Acquisition per
Equity Share (in 2)

A. Promoters

1. Megharam Sagramji Choudhary 3,497,743 13.72

2. Dhruv Mahendrakumar Patel 2,580,810 29.89

3. Jayantiram Motiram Choudhary 1,178,915 7.66

4. ‘Arun Axaykumar Kothari 1,212,291 Nil

For further details, see “Capital Structure” beginning on page 78.

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

Except as provided below, our Company has not issued any Equity Shares for consideration other than cash in
the one year preceding the date of this Prospectus.

Dateof  No.ofEquity Face value Issue price Natureof | Natureof | Cumulative Cumulative

allotment Shares (nd) per Equity allotment consideration numberof _ paid-up
allotted Share (In Equity Equity
Zz Shares _ Share capital
®
September 4,366,350 10 ° Bonus Issue Other than 13,099,050 130,990,500
10, 2021 cash

For further details, see “Capital Structure” beginning on page 78.

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.

Exemption from complying with any provisions of securities laws, if any, granted by SEBI

We have not sought any exemption from complying with any provisions of securities law from SEBI, in respect
of the Issue.

22
SECTION II - RISK FACTORS

An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information
in this Prospectus, including the risks and uncertainties described below, before making an investment in our
Equity Shares. The risks described below are not the only ones relevant to us or our Equity Shares, the industry
and segments in which we operate or to India. Additional risks and uncertainties, not presently known to us or
that we currently deem immaterial may also impair our business, results of operations, financial condition and
cash flows. If any of the following risks, or other risks that are not currently known or are currently deemed
immaterial, actually occur, our business, results of operations, financial condition and cash flows could suffer,
the trading price of our Equity Shares could decline, and you may lose all or part of your investment. To obtain
a complete understanding of our Company and our business, prospective investors should read this section in
conjunction with “Our Business”, “Industry Overview”, “Financial Statements” and “Management's
Discussion and Analysis of Financial Condition and Results of Operations” on pages 139, 114, 194 and 253,
respectively, as well as the financial, statistical and other information contained in this Prospectus. In making
an investment decision, prospective investors must rely on their own examination of the Company and its
business in terms of the Issue including the merits and risks involved. You should consult your tax, financial and
legal advisors about the particular consequences to you of an investment in our Equity Shares.

 

 

Our financial year ends on March 31 of each year, so all references to a particular financial year are to the
twelve-month period ended March 31 of that year. Unless otherwise indicated or the context otherwise requires,
the financial information for the nine months ended December 31, 2021, financial years 2021, 2020 and 2019
included herein is derived from the Restated Financial Information, included in this Prospectus, which differ in
certain material respects from IFRS, U.S. GAAP and the generally accepted accounting principles in other
countries. For further information, see “Financial Statements” beginning on page 194.

To the extent the COVID-19 pandemic adversely affects our business and results of operations, it may also have
the effect of heightening many of the other risks described in this section.

This Prospectus also contains certain forward-looking statements that involve risks, assumptions, estimates and
uncertainties. Our actual results could differ from those anticipated in these forward-looking statements as a
result of certain factors, including the considerations described below and elsewhere in this Prospectus. See
“Forward-Looking Statements” on page 15.

Unless otherwise indicated or the context otherwise requires, in this section, references to “the Company” or

“our Company”, “we”, “us”, “our” are to Venus Pipes & Tubes Limited.

Unless otherwise indicated, industry and market data used in this section have been derived from the report
“Stainless Steel Pipes & Tubes” dated April, 2022 (the “D & B Report”) prepared and released on April 4,
2022 by Dun & Bradstreet and commissioned and paid for by our Company specifically for the purpose of the
Issue. Unless otherwise indicated, all financial, operational, industry and other related information derived
from the D & B 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” beginning on Page 12.

Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the
financial or other implications of any of the risks described in this section. The prospective investors should pay
particular attention to the fact that our Company is incorporated under the laws of India and is subject to a
legal and regulatory environment, which may differ in certain respects from that of other countries.

Internal Risks

1. The continuing effect of the COVID-19 pandemic on our business, results of operations, operations and
financial condition is highly uncertain and cannot be predicted.

During the first half of 2020, COVID-19 spread to a majority of countries across the world, including India
and other countries where our suppliers and customers are located. The COVID-19 pandemic has had, and
may continue to have, significant repercussions across local, national and global economies and financial
markets. In particular, a number of governments and organizations have revised GDP growth forecasts for
the financial year 2021 downwards in response to the economic slowdown caused by the spread of COVID-

23
19, and it is possible that the COVID-19 pandemic can cause a prolonged global economic crisis or
recession. The global impact of the COVID-19 pandemic has been rapidly evolving and public health
officials and governmental authorities have responded by taking measures, such as prohibiting people from
assembling in large numbers, instituting quarantines, restricting travel, issuing “stay-at-home” orders and
restricting the types of businesses that may continue to operate physically, among many others. The
outbreak of COVID-19 was recognized as a public health emergency and international concern on January
30, 2020 and as a pandemic by WHO on March 11, 2020. On March 14, 2020, Government of India
declared COVID-19 as a “notified disaster” and imposed a nationwide lockdown beginning on March 25,
2020. While that lockdown lasted until May 31, 2020, and was extended periodically by varying degrees by
state governments and local administrations, the second wave of COVID-19 in April 2021 led to lockdowns
imposed by the state governments and local administrations. Although, during the first wave of the COVID-
19 pandemic, our Manufacturing Facility was shut for a period of approximately thirty (30) business days
till the month of April, 2020 (“Shut-Down Period”) due to which we were unable to supply our Products
during the said period from our Manufacturing Facility, we did not experience any disruptions of any nature
whatsoever in our business operations during the second wave of COVID-19.We secured a special
permission dated April 23, 2020 from the Office of the Collector and District Magistrate, Kutch, Gujarat for
supplying our Products to the essential commodities sectors, particularly the pharmaceutical sector and
thereafter our Manufacturing Facility continued its operations without further disruptions. We had one-
month raw material availability during the Shut-Down Period which enabled us to meet our supply
commitments. Further, we did not receive any notice (including demand for late delivery charges) from our
customers with respect to any potential action against the Company, its promoters and directors for any
delays in supplies during and in relation to the Shut-Down Period.

Despite the lifting of the lockdown and our continued operations during such periods in the past, there is
significant uncertainty regarding the duration and long-term impact of the COVID-19 pandemic, as well as
possible future responses by the Government, which makes it impossible for us to predict with certainty the
impact that COVID-19 can have on our business, operations or potential expansion plans in the future. The
COVID-19 pandemic has affected and may continue to affect our business, results of operations and
financial condition in a number of ways. For example, the spread of COVID-19 has caused us to modify our
business practices, cancellation of physical participation in meetings, events and conferences, which poses
new challenges to our operations. In future, we may take further actions as may be required by government
authorities or that we determine are in the best interests of our employees, customers, partners, and
suppliers. We also incurred and may continue to incur additional expenses in complying with evolving
government regulations and measures, such as social distancing measures and sanitization practices. If any
of our employees are suspected of contracting COVID-19 or any other epidemic disease, this could require
us to quarantine some or all of these employees or suspend operations in our facilities for disinfection.
While our operations had slowed down during early 2020 and we have almost resumed to full normalcy
with requisite precautions, the continuing impact of COVID-19 pandemic on our financial condition
remains uncertain and is dependent on the spread of COVID-19 and steps taken by the Government to
mitigate the economic impact and may differ from our estimates. We are closely monitoring the impact of
COVID-19 on our financial condition, liquidity, operations, suppliers and work force. Any intensification
of the COVID-19 pandemic or any future outbreak of another highly infectious or contagious disease may
adversely affect our business, results of operations and financial condition. Further, we have experienced
and may further experience, Government authorities imposition of various measures such as travel bans and
restrictions, quarantines, shelter-in-place orders, and shutdowns. Beginning in March 2020, due to the
nationwide lockdown, quarantines, stay-at-home and shelter-in-place orders, the promotion of social
distancing, and other travel related restrictions, we experienced closure of our production facilities during
the Shut-Down Period. We may continue to be subject to temporary as well as permanent closures and
reduced manufacturing operations, logistical delays during which we shall be required to incur additional
expenses in connection with, among other things, retaining employees, fixed costs payable for maintaining
our manufacturing plants, and loss of inventory, which may adversely affect our business, results of
operations and financial condition. Further, any intensification of the COVID-19 pandemic or any future
outbreak of another highly infectious or contagious disease may adversely affect our business, financial
condition and results of operations. Further, as COVID-19 adversely affects our business and results of
operations, it may also have the effect of exacerbating many of the other risks described in this “Risk
Factors” section.

 

24
We have historically derived, and may continue to derive, a significant portion of our income from our
top 10 customers.

We have a diversified customer base and although we do not currently have any material dependency on a
single or few customers, our top 10 customers constitute 32.45%, 37.49%, 44.51% and 35.52% of total
sales for the nine-months ended December 31, 2021 and for Fiscal 2021, Fiscal 2020 and Fiscal 2019,
respectively. Although, we have long term relationships with some of our customers, we have not entered
into long-term agreements with them and the success of our business is significantly dependent on us
maintaining good relationships with our customers. The actual sales by our Company may differ from the
management estimates and the loss of one or more of these significant or key customers or a reduction in
the amount of business we obtain from them could have an adverse effect on our business, results of
operations, financial condition and cash flows. There can be no assurance that we shall be able to maintain
historic levels of business and/or negotiate and execute long-term contracts on terms that are commercially
viable with our significant customers or that we shall be able to significantly reduce customer concentration
in the future.

We may not accomplish our growth strategy, and our business may suffer if we fail to manage our
growth efficiently or effectively.

Our operations have expanded as a result of our strategy to expand into domestic and international markets
and we endeavour to continue to explore viable means to consolidate the position of our operations,
competitively positioning us in the domestic and overseas market. There can be no assurance, however, that
we shall be successful in our expansion endeavours. If we fail to improve our existing systems or controls
or to manage growth and expansion effectively, or the cost of such expansion or growth exceeds the
revenues generated by our efforts, we may fail in our strategy and our business, financial condition and
results of operations could be adversely affected. We expect our future growth to place significant demands
on our resources as well as our management. This shall require us to continuously evolve and improve our
operational, financial and internal controls across our organization. In particular, continued expansion
increases the challenges we face in:

e — strengthening our internal control system for purchases of inventory to be commensurate with the size
of our Company;

« improving the scope and coverage of our internal audit systems to keep pace with our growth;

e — recruiting, training and retaining sufficiently skilled technical, sales and management personnel;

e identifying, establishing, maintaining and expanding relationships with other pipe manufacturers and
after-sales services partners in each of the markets in which we operate;

e managing economies of scale, including a larger number of distributors and after-sales service
providers including in select international markets;

e identifying, understanding and responding to challenges and risks that are unique to the different
markets in which we operate;

e developing and improving our internal administrative infrastructure, particularly our financial,
operational, communications and other internal systems; and
maintaining high levels of product quality and customer satisfaction.

There can be no assurance that our personnel, systems, procedures and controls shall be adequate to support
our future growth. Failure to effectively manage our expansion may lead to increased costs and reduced
profitability and may adversely affect our growth prospects. Any of the challenges highlighted above may
cause us to delay, modify or forego some or all aspects of our expansion plans. Further, there can be no
assurance that we shall be able to execute our strategies on time and within the budget, as and when
estimated by the Company. In addition, our expansion plans when concretized may not be appraised by any
independent or third-party agency, and accordingly, in the absence of such independent appraisal, our
expansion plans may be subject to change based on various factors which may be beyond our control.

Further, as December 31, 2021, our long term and short-term borrowings are 7163.16 million and %336.90
million respectively. Our indebtedness is secured by charges over immovable and movable properties and
other collaterals, receivables and bank accounts. If we are unable to repay or refinance our outstanding
indebtedness, or if we are unable to obtain additional financing on terms acceptable to us, we may be unable
to implement our growth strategy, and our business, prospects, financial condition and results of operations
may be adversely affected.

25
We face competition, including from other large and established competitors, and we may fail to compete
successfully against existing or new competitors, which may reduce the demand for our Products which
may lead to reduced prices, operating margins, profits and further result in loss of market share.

We face increasing competition from our existing and potential competitors in India and in overseas
markets that may have substantially greater brand recognition, longer operating histories, greater financial,
product development, sales, marketing, more experienced management, access to a cheaper cost of capital
and other resources than we do. Some of our competitors may have lower costs, or be able to offer lower
prices and a larger variety of products in order to gain market share. Our competitors may also make
acquisitions or establish cooperative or other strategic relationships, among themselves or with third parties,
including dealers and distributors of our Products, thereby increasing their ability to address the needs of
our targeted customers and offering lower cost products than we do which may have a negative effect on
our sales. Further, new competitors may emerge at any time. Our competitors may be able to respond more
quickly to new or emerging technologies or customer requirements, and may bring with them customer
loyalties that may limit our ability to compete, which could erode our market share. In addition, a variety of
known and unknown events could have a material adverse impact on our ability to compete. The success of
our Products as well as our ability to maintain or increase our market share may also depend upon the
effectiveness of our marketing initiatives which may adversely affect our ability to compete effectively.

Competition in our industry is based on a range of factors including pricing, marketing, delivery time,
payment terms etc. To remain competitive, we must continue to invest significant resources in capital
expenditure, research and development, sales and marketing and customer support. There can be no
assurance that we shall have sufficient resources to make these investments or that we shall be able to make
the technological advances necessary to be competitive. In case we fail to effectively compete, including
any delays in responding to changes in the industry and the market, we may also have to incur additional
costs and expenses to conduct marketing campaigns, market research and investing in newer technologies
and infrastructure to effectively compete. Increased competition could result in, amongst other things, a
slowdown in the growth of our corporate accounts, a loss of our market share, price reductions, reduced
demand for our Products, reductions in revenue and reduced margins and profitability.

Further, we may be subject to risk of consolidation amongst our competitors who may leverage their
financial strength and market dominance to secure financing at competitive terms. Such a consolidation
shall enable these market players to take aggressive steps, including but not limited to, making additional
acquisitions, investing more aggressively in product development and capacity and displacing demand for
our Products. The market in which we operate is fragmented and in case there is a trend of consolidation in
future, our business could be at a comparatively disadvantageous position and as a result our business,
results of operations, financial condition and prospects could be materially and adversely affected.

Our Company has not entered into long-term agreements with our customers for purchasing our
Products nor for the supply of raw materials with our suppliers. We are subject to uncertainties in
demand and there is no assurance that these customers and suppliers shall continue to purchase our
Products or sell raw materials to us or that they shall not scale down their orders. This could impact the
business and financial performance of our Company.

We have not entered into long-term contracts with (i) our raw material suppliers; and (ii) our customers and
all our procurements and supplies are by way of purchase orders/sales orders/short-term contracts which
govern the commercial terms, including but not limited to the minimum product standards, quantity, price
etc. Both our suppliers and customers have access to our competitors who may offer better commercial
terms than we may provide. In the absence of long-term contracts establishing formal exclusive
relationships between us and such parties, we cannot assure that such business relationships shall last for
long or at all and we may lose a significant portion of our revenues to our competitors or our customers may
reduce or delay our orders. A change in preference of our customers and raw material suppliers can result in
discontinuation of our engagement with them and such a move could materially and adversely impact our
business. Further, we run the risk of excess capacity in case our customers do not honour their
commitments or choose to engage with our competitors. Although, we have a strong emphasis on quality,
timely delivery of our Products and raw materials and personal interaction by the senior management with
our customers and suppliers, any change in the buying pattern of buyers and preferences of suppliers can
adversely affect the business and the profitability of our Company.

26
We are required to obtain consents under certain environmental laws, which are critical for operating
our Manufacturing Facility. We have in the past been non-compliant with the requirements under
environmental law for our operations and there is no assurance that in the future we would be able to
obtain such consent in a timely manner or at all.

We require certain material environmental consents under the Air (Prevention and Control of Pollution)
Act, 1981 (“Air Act”), Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”) and
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (“Hazardous
Waste Management Rules”) in the form of (i) Consent to Establish (“CTE”) to establish our
Manufacturing Facility and (ii) a Consolidated Consent and Approval (“CCA”) to commence our
manufacturing operations, from the Gujarat Pollution Control Board (“GPCB”) for our Manufacturing
Facility.

In past, our production capacity has been in excess of the capacity of 300 MT granted to us by GPCB on
March 31, 2016. Consequently, the CCA granted by the GPCB for our Manufacturing Facility also expired
on February 14, 2021, and we had applied for renewal of the same on February 13, 2021, and since then
have obtained a CCA for our Manufacturing Facility on December 17, 2021 for 1,000 MT per month which
is valid till October 04, 2026.

Therefore, in past, we have been in contravention of the Air Act, Water Act, and the Hazardous Waste
Management Rules (“Environmental Laws”), for (i) operating our Manufacturing Facility over and above
the authorised capacity of 300 MT per month as per the CCA granted by GPCB, (ii) operating our
Manufacturing Facility without any validly subsisting CCA in the period of February 14, 2021 till
December 17, 2021, and (iii) not applying for a renewal of consents within the stipulated time period as per
the abovementioned acts and rules. The penalty for contravention of these sections and rules as per the Air
Act, Water Act and Hazardous Waste Management Rules includes imprisonment, and monetary penalty.

The circular notified by the GPCB, with reference number GPCBoard/Circular — 2015/329665 dated
October 9, 2015, (“GPCB Circular”), has provided opportunity to industries, who are non- compliant of
approvals such as capacity expansion violation without obtaining valid CCA, carrying excess production
than permitted capacity, delay in renewal of CCA etc. As per GPCB circular industry can obtain CCA for
capacity expansion by paying late fee of 25% of the consent fee at the time application. Accordingly, we
have paid a late fee of 335,000 to the GPCB on December 13, 2021 for the duration our Manufacturing
Facility was in contravention of the relevant Environmental Laws. Further, we have also executed a letter in
favour of GPCB (“GPCB Letter”) stating that we have complied with all terms of the GPCB Circular and
request GPCB to apprise us as to whether any further steps that are required to be taken by us in order to
regularise the abovementioned contraventions. The receipt of the said GPCB Letter has been acknowledged
by GPCB on December 22, 2021. We have applied for a CTE amendment with GPCB vide application
number '209123' on December 22, 2021 which was not processed due to submission of incomplete
documentation. Thereafter, the Company filed a fresh CTE amendment application bearing number
'255708' for establishing its new proposed plant on April 10, 2022 for approval from GPCB. Any delay of
approval or rejection of our CTE amendment application can adversely impact operations in our
Manufacturing Facility and thereby our business and financial condition.

While no further actions have been taken in relation to such violations mentioned above, we may, in the
future, be subjected to regulatory actions for such violations including closure of our manufacturing facility,
imposition of penalties and other penal actions against our Company and key personnel, which may have a
negative impact on our business, reputation, results of operations and cash flows. Further, any failure to
comply with Environmental Laws and/or the terms and conditions of approvals issued under such
Environmental Laws and regulations could also impact our ability to obtain or renew the approvals with
respect to our Manufacturing Facility in a timely manner or at all and may also adversely affect our ability
to operate our units and consequently affect our results of operations.

We face certain challenges because of our limited operating history in the highly competitive stainless
steel pipes and tubes market, which may affect our future performance.

We commenced our commercial operations in the calendar year 2015 and are a fairly new player in the
stainless steel pipes and tubes market. Companies in their initial stages of growth present substantial
business and financial risks and may present comparatively higher investment risks than seasoned market
players. Further, due to our limited operating history we may not yet be the supplier of first choice and may

27
10.

not command goodwill and trust of market intermediaries across markets, both domestic and international,
along with corporate buyers, as compared to other established players. Although we believe that we have
been able to achieve reasonable market penetration commensurate with the limited period of our business
operations and presence in the stainless steel pipes and tubes market, there can be no assurance that our
limited operating history shall not adversely impact our rate of growth and our ability to succeed in
realizing our growth strategy including the proposed business expansion.

The demand in the steel and steel products industry is volatile and a decrease in demand of steel may
have a material adverse effect on our business, results of operations, prospects and financial condition.

Steel prices fluctuate based on a number of factors, such as, the availability and cost of raw material inputs,
fluctuations in domestic and international demand and supply of steel and steel products, international
production and capacity, fluctuation in the volume of steel imports, transportation costs, protective trade
measures and various social and political factors, in the economies in which the steel producers sell their
products and are sensitive to the trends of particular industries, such as, the construction and machinery
industries. When downturns occur in these economies or sectors, which may lead to a decrease in steel and
steel product prices, and consequently we may experience decreased demand for our Products. This may, in
turn, have a material adverse effect on our business, results of operations, financial condition and prospects.

If our Products become obsolete due to a breakthrough in the development of technology or alternate
products, our business, results of operations, financial condition and cash flows may be adversely
affected.

In the event of a breakthrough in the development or growing popularity of alternate technology, we may be
exposed to the risk of our Products becoming obsolete or being substituted by these alternatives, and any
failure on our part to effectively address such situations or to introduce new products could adversely affect
our business, results of operations, financial condition and cash flows. Further, if our competitors are better
positioned to respond to new or emerging technologies and are consequently able to reduce prices, we may
be faced with a loss of market share. In particular, if we fail to adapt to the rapidly changing technological
developments or fail to upgrade or adapt our existing products, our Products may become less attractive to
customers. This could limit our ability to acquire new customers and cause us to lose existing customers to
competitors, which could have an adverse effect on our business, financial condition and results of
operations.

Our sales of products may reduce over time due to technological advancements and to respond successfully
to technological advances, we may require substantial capital expenditures and access to related or enabling
technologies in order to integrate the new technology with our existing technology. There can be no
assurance that we shall have sufficient financial resources necessary in successfully responding to such
technological advances and developments in a timely and cost-effective way. Further, a slowdown in
demand for our existing products ahead of a new product introduction could result in a write down in the
value of inventory on hand related to existing products. and such slowdowns and delays may occur in the
future. Further, if our customers, defer or cancel orders for our existing Products due to introduction of
alternative products, which are much more suitable and preferred as an option, our operating results could
be adversely affected.

The processes for the manufacture of stainless-steel pipes or tubes have essentially remained unchanged
since we began in our business. While we are unaware of any significant new developments in these areas,
in case a new way of manufacturing stainless steel pipes or tubes is discovered that significantly decreases
the cost of production, in order to compete effectively, we may be required to replace our existing machines
with the new ones and thereby incur additional capital expenditure, which would have a material adverse
effect on our financial condition and results of operations.

The pricing in the steel industry is subject to market demand, volatility and economic conditions.
Fluctuations in steel prices may have a material adverse impact on our business, results of operations,
prospects and financial conditions.

Low steel prices adversely affect the businesses and results of operations of steel product producers
generally, including ours, resulting in lower revenue and margins and write-downs of products and raw
material inventories. Further, substantial decreases in steel and steel product prices during periods of
economic weakness have not always been balanced by commensurate price increases during periods of

28
11.

12.

economic strength. Any sustained price recovery shall require a broad economic recovery, in order to
underpin an increase in real demand for steel and steel products by end users. In addition, the volatility,
length and nature of business cycles affecting the steel and steel products industry may become increasingly
unpredictable, and the recurrence of another major downturn in the industry may have a material adverse
impact on our business, results of operations, financial condition and prospects.

We may not be able to adequately protect our intellectual property and may be subject to claims that we
infringe on the intellectual property rights of others, each of which could substantially harm our
business.

We believe that the brand under which our business operates is an important asset which is integral to our
success. As of the date of this Prospectus, our Company has one registered trademark in respect of
“manufacturer of stainless steel and carbon steel pipes and fittings” that has been registered under the
Trademarks Act, 1999. For further information, see “Government and other Approvals — Approvals in
relation to intellectual property of our Company” on page 294.While we intend to defend against any
threats to our intellectual property, there can be no assurance that such protection measures shall be
sufficient to prevent misappropriation of our intellectual property and that third parties shall not infringe
upon our intellectual property, causing damage to our business prospects, brand image, reputation and
goodwill.

We may need to litigate in order to determine the validity of such claims and the scope of the proprietary
rights of others. Any such litigation could be time consuming and costly and the outcome cannot be
guaranteed. We may not be able to detect any unauthorized use or take appropriate and timely steps to
enforce or protect our intellectual property. In the event that the steps we may take and the protections
afforded by law do not adequately safeguard our proprietary rights, we could suffer losses in revenues and
profits due to competing sales of products unlawfully produced which may have an adverse effect on our
business, prospects, results of operations and financial condition. In addition, we have entered into non-
disclosure agreements or confidentiality agreements with some of our employees, consultants or other
parties to protect our proprietary rights. However, there can be no assurance that (i) such agreements shall
not be breached; or that (ii) we shall be able to secure adequate remedies for any breach under such
agreements.

Our Products are marketed both domestically and internationally and as a part of our endeavour to expand
into new markets, we would require a strong brand recall value for our Products in such markets. However,
any instances of (i) decrease in product quality due to reasons beyond our control; (ii) circulation of low-
quality counterfeit products in the markets (iii) unsubstantiated allegations of product quality may motivate
our existing and potential customers to explore business relationships with our competitors. As a result, any
adverse publicity involving our brand, our Products, or us, may impair our reputation, dilute the impact of
our branding and marketing initiatives and adversely affect our business and our prospects. In the event that
such breaches do occur and we are unable to secure adequate remedies in relation thereto, our profitability
and reputation may be adversely affected with consequent impact on our results of operations and financial
condition.

We have historically derived a significant portion of our domestic revenues from our business operations
ina limited number of markets. Any adverse developments or loss of business from one or more of these
markets may adversely affect our revenues and profitability.

We have historically derived a significant portion of our domestic revenue in India from the sale of our
products in the states of Gujarat, Maharashtra and Telangana. Set forth below is a summary of our domestic
revenue concentration for nine-month period ending December 31, 2021, Fiscal year 2021, 2020 and 2019
and respectively:

       

Gujarat 1396.33 90.59 1,964.29 93.81 1,196.11 95.42 660.79

29
13.

Maharasht 752.08 573.17 286.49 219.55
ra

Telangana 119.63 225.63 156.68 55.30
Others 235.59 9.41 182.27 6.19 78.71 4.58 117.94 11,19
Total 2503.63 100.00 2,945.36 100.00 1,717.98 100.00 1,053.57 100.00

Accordingly, any materially adverse social, political or economic development, natural calamities, civil
disruptions, regulatory developments or changes in the policies of the state or local government in these
regions could adversely affect our business operations, result in modification of our business strategy or
require us to incur significant capital expenditure, which will in turn have a material adverse effect on our
business, financial condition, results of operations, and cash flows. We believe we have maintained good
quality standard of our manufacturing process as well as the products we sell and export, however, there
can be no assurance that customers of these states will continue to buy our products, we cannot assure that
we shall generate the same quantum of business, or any business at all, from these states, and loss of
business from one or more of them may adversely affect our revenues and profitability. As a result of
significant reliance on a limited set of states for the majority of our revenue, we may face certain issues
such as pricing pressures as well. Further, our sales from these regions may decline as a result of increased
competition or any change in the demand for our products by the customers of these states, regulatory
action, pricing pressures, fluctuations in the demand for or supply of our products or services, or the
outbreak of an infectious disease such as COVID- 19. We may further be subject to counterparty credit risk
and any delay in receiving payments or non-receipt of payments from our customers in these states may
adversely impact our results of operation. Further, our failure to effectively react to these situations or to
successfully introduce new products or sell in these markets to cater to the needs of our customers could
adversely affect our business, prospects, results of operations, financial condition, and cash flows. The
occurrence of, or our inability to effectively respond to, any such events or effectively manage the
competition in these regions, could have an adverse effect on our business, results of operations, financial
condition, cash flows and future business prospects.

Our manufacturing capacity may not correspond precisely to our customers’ demands. An inability to
effectively utilize our manufacturing capacities may affect our business, results of operations, cash flows
and financial condition.

We believe that with our industry knowledge, expertise and production capabilities, we are in a position to
manufacture our Products in order to satisfy our customers’ demands and our manufacturing capacity
further enables us to expand our potential customer base. However, our customers may require us to have a
certain percentage of excess capacity that would allow us to meet unexpected increases in supply orders.
The volume and timing of sales to our customers may vary due to a number of reasons, including but not
limited to, manufacturing strategy, growth strategy and macroeconomic factors affecting the economy in
general and our customers in particular.

In the event that we are unable to procure sufficient raw materials, we would not be able to effectively
utilize our current manufacturing capacities, resulting in operational inefficiencies which could have a
material adverse effect on our business and financial condition. Further, if our customers place orders for
less than anticipated volume or cancel existing orders or change their policies resulting in reduced
quantities being supplied by us, it could result in the under-utilization of our manufacturing capacities.

Further, we make significant decisions, including determining the levels of business that we shall seek and
accept, production schedules, personnel requirements and other resource requirements, based on our
internal estimates and targets and strive to ensure that our production capacity is, at all times, utilized at
optimum levels. For the purposes of achieving the said optimum utilization levels, we endeavour to
maintain a tied-up order book for a minimum period of two months. Our marketing team is provided with
the production capacity numbers for the third month for the purposes of ensuring that the order book is tied-
up for the next block of two months for which our marketing team seeks orders and quotations from
existing and potential customers. Although, we have been able to generally achieve optimum capacity
levels in the past, there can be no assurance that the same shall be maintained in the future. Further, there
can be no assurance that our marketing team would be successful in convincing our existing and potential
customers to purchase our Products in a timely manner or at all for reasons, including but not limited to (i)
order cancellations, (ii) lack of purchasing capacity of our customers, (iii) more efficient manufacturing and
delivery processes of our competitors; (iv) our inability to deliver products with certain specifications.

30
14,

Occasionally, our customers may require rapid increase in order quantities beyond our available capacity,
and we may not have sufficient capacity at any given time to meet sharp increases in these requirements.

While we strive to ensure that we achieve and maintain the optimum capacity levels, our inability to
forecast the level of customer demand for our Products, as well as inability to accurately schedule our raw
material purchases and production and manage our inventory, may result in we not being able to achieve
and maintain the optimum capacity levels at all times or at all, which may adversely affect our business and
cash flows from operations. In addition, our inability to accurately forecast demand of our Products may
result in mismatches in our production demand and our capacity and any such mismatches leading to under-
utilization of our Manufacturing Facility could affect our business, results of operations, cash flows and
financial condition.

We have entered into a third-party job work agreement for the purposes of outsourcing a part of our
manufacturing process. Lapses on part of the third-party are beyond our control and it could impact our
business, financial condition and result of operation.

We have entered into a job work agreement dated December 15, 2021 (“Job Work Agreement”) with a
third-party manufacturer (“Jobworker”) for the purposes of outsourcing annealing of our Products, a
common heat-treatment process for dissolving any precipitates present in the material and transforming the
material into a single phase structure. This process is commonly used for the purpose of removing internal
stress, restores ductility, softens the metal for cold working and enhances electrical conductivity, which can
improve machinability and properties of stainless steel.

We have engaged the services of the Jobworker on the basis of representations and warranties furnished to
us that the Jobworker possesses adequate manufacturing capacity at its factory site, along with the
necessary labour, personnel, plant, machinery, licenses, statutory approvals and facilities required for the
annealing of our Products. Although we have no reasons to believe that such representations and warranties
are untrue as on the date on which they were made and thereafter, there can be no assurance that the
Jobworker (i) is not presently in breach of such representations and warranties; and/or (ii) shall not be in
such breach in the future. Any such breach of representations and warranties may restrict the Jobworker to
efficaciously discharge his obligations towards the Company under the Job Work Agreement which may
have an adverse impact our business, financial condition and results of operations. Further, in case any
regulatory authorities were to take an action against the Jobworker, on account of non-compliance with
applicable laws or for any other reason, resulting in a stoppage or inordinate delays in their operations, our
production cycle may be adversely impacted which may lead to delays in deliveries of our Products to our
end-customers. There can be no assurance that our clients shall be accommodative of delays due to factors
outside our control and in such a case we may not be able to successfully (i) retain our existing clients; and
(ii) attract new customers which may have an adverse impact our business, financial condition and results
of operations.

Further, the Jobworker is an independent contract and the Company does not have any direct supervision or
control over the manner of execution of its responsibilities under the Job Work Agreement. In case the
Jobworker fails to provide quality services commensurate with the standards expected by the Company and
its end-customers in a timely manner or at all, the Company may be subject to the risk of (i) losing its
clients/customers to its competitors; and/or (ii) being sued by them for supplying products of a sub-standard
quality. The Company does not have the right to seek indemnification for such losses from the Jobworker
under the Job Work Agreement and may not also be in a position to successfully pass on such losses to its
other customers, in part or in full or at all. Any such losses or damages, if incurred, may have an adverse
impact our business, financial condition and results of operations.

Although the Job Work Agreement provides for a confidentiality clause, there can be no assurance that
client-sensitive information shall be kept confidential by the Jobworker. Any compromise in any
confidential information may expose us to (i) potential actions from our customers, (ii) loss of confidence in
the Company; (iii) losing part or whole of our engagement with our clients which may have an adverse
effect on not just the current orders with that customer, but also on future orders with other customers. We
may enter into similar agreements for other line of manufacturing and may outsource other manufacturing
processes in the future. Resultantly, we may not be able to negotiate and execute long form contracts with
such jobworkers in the future with adequate precaution and terms favorable to our interest or at all. Such
arrangements may expose to product liability claims or financial damages and for which we may not be

31
15.

able to seek indemnification for losses due to their lapses which could adversely impact our business,
financial condition and results of operations.

Our existing international operations and our plans to expand into additional overseas markets subject
us to various business, economic, political, regulatory and legal risks.

We supply our Products in overseas markets such as the European Union, Brazil, United Kingdom, Israel
etc. The revenues from exports aggregated to = 264.06 million, = 147.95 million, = 60.10 million and 2
133.95 million for the nine-month period ended December 31, 2021 and Fiscals 2021, 2020 and 2019,
respectively and as a percentage of our revenue from operations, were 9.54%, 4.78%, 3.38% and 11.28%,
respectively. The decline in our revenues from exports Fiscal 2019 to Fiscal 2020 was on account of
unfavourable market conditions persisting in the European market during that period. Although we have not
experienced such downward fluctuations in our revenues on a regular basis, there can be no assurance that
fluctuations on account of unfavourable market conditions shall not occur in the future. Any such
fluctuations, if they occur, may adversely affect our profitability, results of operations and financial
condition. We do not possess our own network of distributors and retailers in these markets and have
entered into agreements with third parties for the distribution of our Products in some of these markets. If
these third parties fail to provide the support and effort necessary to distribute our Products, our ability to
expand our operations in such jurisdiction may be negatively impacted.

We plan to continue to expand our presence in international markets by focusing on target countries
globally. The markets in which we operate and plan to operate in the future are diverse and fragmented,
with varying levels of economic and infrastructure development and distinct legal and regulatory systems,
and do not operate seamlessly across borders as a single or common market. We may require considerable
management attention and financial resources for managing our growing business across these international
markets. Our multinational operations are subject to inherent risks, including, but not limited to:

© — entry barrier and difficulties in establishing brand recognition;

uncertainties in cooperation with new local business partners, including distributors, logistics and
transportation partners;

e — inability to adapt to consumers’ preferences and local trends in new regions;

© exposure to expropriation or other government actions in new regions;

e existence of onerous clauses like indemnification and liquidated damages in our agreements with
international clients/distributors

¢ — increased costs related to raw materials and marketing our Products in new regions;

© — start-up costs related to establishing offices, infrastructure and services in new regions;

e longer accounts receivable collection periods and greater difficulty in accounts receivable collection
due to lower bargaining power in a less familiar market;

¢ potential foreign exchange and repatriation controls on foreign earnings, exchange rate fluctuations and
currency conversion restrictions;

e the burden of complying with a variety of foreign laws, including delays or difficulties in obtaining
government approvals and permits, import and export licenses, and regulations and unexpected changes
in the legal and regulatory environment, including changes to import and export regulations;

e — increases in distribution and transportation costs;

© uncertainty regarding liability for products;

e actions which may be taken by foreign governments pursuant to any applicable trade or other
restrictions;

e difficulties and costs of staffing and managing multiple multinational operations;

e reduced protection for intellectual property rights in some jurisdictions, at a reasonable cost or at all;

¢ potentially adverse tax consequences, including tax consequences which may arise in connection with
intercompany pricing for transactions between separate legal entities within a group operating in
different tax jurisdictions;

e credit risk and higher levels of payment fraud;

e — inability to obtain adequate insurance;

e challenges caused by distance, language and cultural differences, and by commencing business
relationship with foreign partners and foreign agencies; and;

¢ political and economic instability including potential for political unrest, war or acts of terrorism in
countries in which we operate.

32
16.

We may be unsuccessful in developing and implementing policies and strategies that shall be effective in
managing these risks in each country where we do business or plan to do business. Our failure to manage
these risks successfully could adversely affect our business, operating results and financial condition.
Further, we may face competition in other countries from companies that have more experience with
operations in such countries or with international operations generally. We may not be able to compete with
such companies if we are unable to offer competitive products at better price points which appeal to
consumers in such markets. If we are unable to successfully build our brand reputation in the international
markets, it may limit our ability to grow our business. Also, by expanding into new regions and markets, we
may be exposed to significant liability and could lose some or all of our investment in such regions, as a
result of which our business, financial condition and results of operations could be adversely affected.

We may not be able to sustain our historical growth rates, and our historical performance may not be
indicative of our future growth or financial results.

If we are unable to sustain or manage our growth, our business, results of operations and financial condition
may be materially adversely affected. We have experienced significant growth in the past three Fiscals. Our
revenue from operations grew at a CAGR of 61 %, our EBITDA grew at a CAGR of 105 % and our profit
after tax has increased at a CAGR of 151.04 % from Fiscal 2019 to Fiscal 2021. We cannot assure you that
our growth strategy will continue to be successful or that we will be able to continue to expand further, or at
the same rate. The success of our business will depend greatly on our ability to effectively implement our
business and growth strategy. Our strategy includes, among others, increasing existing capacity, Backward
integration and cost optimization to improve margins, tap new geographies to increase exports, continue to
improve efficiencies through technology enhancements and strengthen our brand value. For further details,
see “Our Business —Our Strategies” on page 144. Such a growth strategy will place significant demands on
our management as well as our operating systems and require us to continuously evolve and improve our
operational, financial and internal controls across our organization. In particular, continued expansion
increases the challenges involved in making accurate assessments of the resources we will require;
acquiring new customers and increasing or maintaining contribution from existing customers; procuring
raw materials at cheap cost; recruiting, training and retaining sufficient skilled management; maintaining
high levels of customer satisfaction; and adhering to expected performance and quality standards. The
anticipated benefits from these strategies and initiatives are based on several assumptions that may prove to
be inaccurate, including assumptions as to the key trends that will drive growth in our business. Moreover,
we may not be able to successfully complete these growth initiatives, strategies, and operating plans
without making additional expenditures or at all. If we are unable to complete these initiatives, strategies,
and operating plans, we may not realize all the benefits we currently anticipate, including the growth targets
and cost savings, we expect to achieve. A variety of risks could cause us not to realize some or all the
expected benefits. These risks include, among others, delays in the anticipated timing of activities related to
such growth initiatives, strategies, and operating plans; the secular trends on which many of our strategies
and initiatives are based not materializing or not materializing to the degree expected; increased difficulty
and cost in implementing our growth efforts; inability to raise funds in the future, including for the purposes
of future capital expenditure, and the incurrence of other unexpected costs associated with operating the
business. Many of these factors are beyond our control and there is no assurance that we will succeed in
implementing our strategy. If any of the assumptions underlying our growth initiatives prove to be
inaccurate or any of the foregoing risks materialize, we may not realize the expected benefits of our
initiatives and we may be adversely affected. Further, as we scale-up and diversify our products, we may
not be able to execute our operations efficiently, which may result in delays, increased costs and lower
quality products. We cannot assure you that our future performance or growth strategy will be in line with
our past performance or growth strategy. If, for any reason, the benefits we realize are less than our
estimates or the implementation of these growth initiatives, strategies, and operating plans adversely affect
our operations or cost more or take longer to effectuate than we expect, or if our assumptions, including our
assumptions with respect to growth of our end-markets, prove inaccurate, our business, financial condition,
and results of operations may be materially adversely affected.

 

17. A portion of our revenues and expenses are denominated in foreign currencies. As a result, we are

exposed to foreign currency exchange risks and regulatory changes in foreign exchange management
which may adversely impact our results of operations.

Apart from our operations in India of which our sales are denominated in Indian Rupees, we also sell our

Products in and source our raw materials from several other countries and receive/make payments in
foreign currencies. Fluctuation in foreign currencies exchange rates could have adverse effects on our

33
18.

19.

business, results of operations and financial condition. We import a majority of raw material i.e. hollow
pipes required for manufacturing of seamless pipes, mainly from China and stainless steel coils are mainly
procured from Malaysia and Indonesia. Our imports constituted 12.98%, 14.33%, 5.48%, and 12.94% of
our total purchase for the nine-month period ended December 31, 2021 and Fiscals 2021, 2020 and 2019,
respectively.

Further, we source some of our raw materials from China. The rising tension between India and China has
resulted in the Government of India imposing restrictions on business relations with Chinese enterprises,
such as Press Note No. 3 promulgated by the Department for Promotion of Industry and Internal Trade,
Ministry of Commerce and Industry, in April 2020, which requires that foreign direct investments in India
would be allowed from countries sharing land borders with India only after obtaining approval of the
Government of India. There is no assurance that there will not be further regulatory restrictions on
conducting business activities with Chinese enterprises.

Our business and results from operations may be affected in the event that the exchange rate between the
international currencies and the Indian Rupee fluctuates and. we have in the past experienced net foreign
currency exchange losses to the extent of = 2.73 million for the Fiscal 2019. Although in the subsequent
periods, viz. for the nine-months period ended December 31, 2021 and Fiscals 2021, 2020 there were net
foreign currency exchange gains aggregating to = 1.99 million, 712.18 million and 21.17 million
respectively, there can be no assurance that we shall not be subject to such foreign currency exchange losses
in the future. Depreciation of the Indian Rupee against such international currencies may have an adverse
effect on our total expenses and profit. Further, volatility in exchange rates would result in an increase in
the cost of our Products. We may not be able to pass on such increase in costs to our customers. Certain
markets in which we sell our Products may be subject to exchange control risks, which may result in either
delayed recovery or even non-realization of revenue. In addition, the policies of the RBI may also change
from time to time, which may limit our ability to effectively hedge our foreign currency exposures and may
have an adverse effect on our results of operations and cash flows. For particulars of our foreign exchange
risk, see “Management's Discussion and Analysis of Financial Condition and Results of Operations” on
page 253.

The emergence of modern trade channels in the form of online retailers may adversely affect our pricing
ability, and result in temporary loss of retail shelf space and disrupt sales of our Products, which may
have an adverse effect on our results of operations and financial condition.

While currently our product sales are through traditional trade channels on a Business-to Business (“B2B”)
model, in order to address the competition and consumer preferences, we may be expected in the future to
sell some or all of our Products to our customers through online retailing considering the increasing
popularity of modern trade channels in India which has witnessed the emergence and growth of such online
retailers and we believe that the market penetration of online retail in India is likely to continue to increase
in coming times. While we believe this may provide us with an opportunity to improve our supply chain
efficiencies and increase the visibility of our brands, we may not be able to successfully negotiate such
arrangements on terms favorable to us or at all, which some of our large competitors may be in a position to
do, placing us in a position of disadvantage. The online retailers may have exclusivity arrangements with
our competitors, and may be unable to, or decline to, stock and distribute our Products, which in turn may
limit our ability to expand our retail network. Any inability on our part to enter into agreements at all or on
terms favourable to us, may have an adverse effect on our pricing and margins, and consequently adversely
affect our results of operations and financial condition. Further, our marketing budgets may not be
comparable with such competitors who may be able to secure better online visibility and product promotion
leading to deeper client penetration and recall value. Although currently we do not have any concretized
business plan to introduce our Products on the modern trade channels, in an event we adopt a business plan
on the same in the future, there can be no assurance that we shall be successful in expanding our retail
network in accordance with any such plan, or at all, which may adversely affect our business, results of
operations and financial condition.

Our current and future expansion plans may require significant amount of capital. If we are unable to
raise additional capital, our business prospects, results and financial condition could be adversely
affected.

We plan to further penetrate our presence in both India and the international markets and expand our
business operations including manufacturing and sales. We may fund these development plans through a

34
variety of sources, including borrowings, internal accruals and cash flow from operations. We expect our
long-term capital requirements to increase significantly to fund our intended growth and we cannot assure
that we shall have sufficient capital resources for these new expansion plans or any future expansion plans
that we may have. While we expect our internal accruals, cash flow from operations and available credit
facilities to be adequate to fund our existing commitments, there can be no assurance that the same shall be
adequate to fund our expansion plans and our ability to secure these amounts is dependent upon the success
of our operations. Additionally, the inability to obtain sufficient financing or the inability of one or more of
our financiers to provide committed funding could adversely affect our ability to complete expansion plans.
Moreover, there can be no assurance that market conditions and other factors would permit us to obtain
future financing on terms acceptable to us, or at all. Our ability to arrange financing and the costs of capital
of such financing are dependent on numerous factors, including general economic and capital market
conditions, credit availability from banks, investor confidence, the continued success of our operations and
other laws that are conducive to our raising capital in this manner. Any downgrade in our credit ratings
could increase our borrowing costs and adversely affect our access to capital. Further, in case we decide to
raise additional funds through the issuance of equity or equity-linked instruments, the interests of our
shareholders may be diluted. Further, if we decide to meet our capital requirements through debt financing,
our interest obligations shall increase and we may be subject to additional restrictive covenants under our
respective financing arrangements. If we are unable to raise adequate capital in a timely manner and on
acceptable terms, or at all, our business, results of operations and financial condition could be adversely
affected.

We have continuous working capital requirements for maintaining sufficient raw material, stores and
inventories of finished products, sundry debtor and other current assets during the course of our business
operations.

Over the periods indicated in the table below, our Company has witnessed (i) improved profitability; and

(ii) improved debt to equity ratio whilst maintaining its total borrowings at a significantly lower number (on
a consistent basis) vis-a-vis increase in its year-on-year turnover.

Turnover 2767.69 3,093.31 1778.08 1,187.52
Profit and Loss 235.95 236.32 41.28 37.50
Debt-to-Equity 0.42 0.94 2.62 2.42

Ratio
Long Term 163.16 184.89 185.85 144.01
Borrowing (A)
Short Term 336.90 190.13 240.26 150.18
Borrowing (B)

Total Borrowing (A 500.06 375.02 426.11 294.19

+B)

Although, presently our borrowings are significantly less vis-a-vis our turnover, however, there can be no
assurance that we shall not increase our borrowing/leverage levels in the future in order to execute our
growth strategy and expanding our business operations for improving our overall profitability. If in future
we are unable to provide sufficient collateral to secure the letters of credit, bank guarantees or performance
bonds, our ability to enter into new contracts could be limited. Providing security to obtain letters of credit,
bank guarantees and performance bonds increases our working capital needs and requirements and limits
our ability to repatriate funds in order to meet our contractual obligations or pay dividends. Although we tie
up our working capital requirements with our lenders, however, such tie-ups may not be sufficient to meet
our working capital requirements in future, considering our expansion plans. Also, there can be no
assurance that the budgeting of our working capital requirements for a particular year shall be accurate.
There may be situations wherein we may under-budget our working capital requirements, in which case
there may be delays in arranging additional working capital, which may consequently disrupt the ongoing
operations at our Manufacturing Facility leading to loss of reputation, levy of liquidated damages and an

35
adverse effect on the cash flows. Further, we may not be able to continue obtaining new letters of credit,
bank guarantees, and performance guarantees in sufficient quantities to meet our business requirements. In
case we experience insufficient cash flows or are unable to borrow funds on a timely basis or at all to meet
working capital requirement, there may be an adverse effect on our business operations and financial
condition.

Further, as a part of our business operations, we secure materials from our raw material suppliers
subsequent to the receipt of orders from our customers. However, there have been instances in the past
wherein we have experienced cancellations of our customer orders due to which we were unable to utilize
the ordered raw material. Typically, such raw materials are utilized for subsequent orders, however, such a
situation increases the holding period for the said raw material requiring us to maintain working capital
coverage in relation to the same for a longer period. There can be no assurance that (i) such order
cancellations shall not occur in the future and (ii) we shall be able to successfully maintain the necessary
working capital requirements, which may have an adverse effect on our business, results of operations and
financial condition.

20. Our raw material cost constitutes a significant percentage of our total expenses.

We undertake procurement of raw materials from both domestic and international sources based on factors
including but not limited to market availability, pricing and quality. Our basic raw material includes SS
coils and hollow pipes and we procure our raw materials based on market availability, pricing and quality
through three main channels: (i) domestic suppliers such as steel manufacturers, stockists and traders; (ii)
international suppliers from China, Indonesia, Malaysia and Singapore; and (iii) high sea purchases. The
cost of materials consumed (including Purchase of Stock in trade and changes in inventory) by us in our
operations accounted for 82.09%, 84.53%, 88.29% and 85.58% of our revenue from operations for the nine-
month period ended December 31, 2021 and Fiscals 2021, 2020 and 2019, respectively. We are exposed to
the price risk associated with purchasing our raw materials consumed, which form the highest component of
our expenses. Further, in cases where the holding period of the raw material exceeds the average holding
period, we may require to have additional working capital coverage, for the purposes of maintaining such
raw materials which may increase our raw material cost. Although, we endeavour to accommodate such
excessive cost in our subsequent/future orders, there can be no assurance that we shall be successful in
passing such costs to our customers in the subsequent orders in part, or in full, or at all. Further, any
increase in the price of raw materials consumption, which our Company is unable to pass on the impact of,
would have a material adverse effect on our Company’s business and financial position.

Further, in case of high sea sales, the raw material supplied is on CIF basis wherein the risk with respect to
any damage or loss of raw material rests with the supplier who is responsible to secure adequate insurance
coverage at the time of supply of raw material. In case of loss, the advance paid to the supplier, if any, is
typically recoverable subsequent to the suppler receiving the insurance claim. Although we believe that we
enjoy a strong relationship with our suppliers and that our suppliers shall honour their commercial
commitments, there can be no assurance any such advance amount paid shall be reversed by our suppliers
to us, in a timely manner or at all subsequent to realisation of the insurance claim. Any such failure on the
part of our suppliers may have an adverse effect on our business, results of operations and financial
condition.

21. A slowdown or shutdown in our manufacturing operations could have an adverse effect on our business,
results of operations, financial condition and cash flows.

Our business is dependent upon our ability to manage our Manufacturing Facility, which are subject to
various operating risks, including productivity of our workforce, compliance with regulatory requirements
and those beyond our control, such as the breakdown and failure of equipment or industrial accidents,
severe weather conditions, natural disasters, as well as loss of licenses, certifications and permits, regulatory
changes and government imposition of closure or lockdown. Any significant malfunction or breakdown of
our machinery may entail significant repair and maintenance costs, difficulties with production costs,
product quality issues, disruption in electrical power or water resources and could cause disruptions in our
operations or shut down the affected Manufacturing Facility. Our inability to effectively respond to any
shutdown or slowdown and rectify any disruption, in a timely manner and at an acceptable cost, could result
in us being unable to satisfy our contractual commitments, which could have an adverse effect on our
business, financial condition and results of operations. For example, our Manufacturing Facility in Kutch
was shut down from March 22, 2020 to April 23, 2020 due to a nation-wide lockdown after COVID-19 was

36
22,

23.

declared as a pandemic and the operation of such Manufacturing Facility was only resumed from April 24,
2020.

Further, we have employed a total of 203 permanent employees and 159 employees working on a
contractual basis, as of February 28, 2022. Although, we have not experienced any strikes or labour unrest
in the past, there can be no assurance that we shall not experience disruptions in work in the future due to
disputes or other problems with our work force. Any disagreements with labour unions or labour unrest
directed against us, could directly or indirectly prevent or hinder our normal operating activities, and, if not
resolved in a timely manner, could lead to disruptions in our operations, which in turn could adversely
affect our business, financial condition and results of operations and cash flows.

We rely on our Manufacturing Facility in Kutch, Gujarat, India as our only Manufacturing Facility and
any adverse developments affecting this facility and the region could have an adverse effect on our
business, results of operations and financial condition.

We currently operate only one Manufacturing Facility for manufacturing all of our Products, which is
located in Dhaneti, Kutch, Gujarat, India. For details, see “Business - Description of Our Business - Our
Operations — Manufacturing”. Our Manufacturing Facility is subject to operating risks, such as the
breakdown or failure of equipment, power supply or processes, performance below expected levels of
output, efficiency, labour disputes, strikes, environmental issues, lockouts, non-availability of services of
our external contractors etc. Further, any significant malfunction or breakdown of our machinery or
equipment at the Manufacturing Facility may entail significant repair and maintenance costs and cause
delays in our operations. In the event that we are forced to shut down our Manufacturing Facility for a
significant period of time, it would have a material adverse effect on our earnings, our results of operations
and our financial condition as a whole.

Our business is dependent on our ability to manage our Manufacturing Facility, including productivity of
our workforce, compliance with regulatory requirements and those beyond our control, such as the
breakdown and failure of equipment or industrial accidents and severe weather conditions and natural
disasters. Our inability to effectively respond to any slowdown or shutdown and to rectify any disruption, in
a timely manner and at an acceptable cost, could also lead to an inability to comply with our customers’
requirements and would result in us breaching our contractual obligations. Any disruption to the operations
at our Manufacturing Facility may result in an adverse effect on our business, results of operations and
financial condition. In addition, any significant social, political or economic disruption, or natural
calamities or civil disruptions or breakdown of services and utilities in the region where Manufacturing
Facility is located, or changes in the policies of the state or local governments of such region, may require
us to incur significant capital expenditure, or change our business structure or strategy, which could have an
adverse effect on our business, results of operations and financial condition.

Disruption of our relationships with our stockists, traders, distributors, changes in their business
practices, their failure to meet payment schedules and provide timely and accurate information, conflicts
among our channels of distribution or our inability to further expand our distribution network could
adversely affect our business, cash flows and results of operations.

We have an extensive sales network, both domestically and internationally, comprising of stockists, traders,
distributors and a market representative in order to increase our market penetration. Although we have not
entered into long-term agreements with such stockists, traders, distributors and a market representative, we
believe that our relationship with these parties has consolidated over a period of time and that the
commercial terms and conditions offered by us and agreed to by them are favourable for a continued
business relationship. However, there can be no assurance that such commercial relationship shall continue
in the future at commercially viable terms or at all. Our competitors may offer our stockists, traders, and
distributors more favourable terms or may have more products available to meet their needs or utilize the
leverage of broader product lines to be sold through them and consequently these entities may decline to
distribute our Products in the relevant jurisdictions. The relevant purchase orders with these parties may be
amended or cancelled at any time, and should such an amendment or cancellation take place, it may
adversely impact our production schedules and inventories. Further, due to the lack of long-term
agreements, these entities are not contractually bound to provide us with a specific volume of business and
can terminate our engagement with or without cause, with little or no advance notice and without
compensation. Further, our stockists, traders, distributors could change their business practices, such as
inventory levels, or seek to modify their contractual terms, such as payment terms. We may face the

37
24,

25.

pressure to modify our trading terms if our stockists, traders, distributors are unable or unwilling to continue
engaging with us on presently agreed commercial terms. Additionally, unexpected changes in inventory
levels or other practices by our stockists, traders, distributors could negatively affect our business, cash
flows and results of operations. There can be no assurance that such entities shall be able to successfully
maintain or strengthen their relationship with us, and their failure to do so may adversely affect our
business, cash flows and results in operations. In order to expand the sales volume of our Products, it is
essential that we continue to expand the density as well as the geographic reach of our existing distribution
network and ensure that our Products reach every market segment and customer base. If we are unable to
continue to expand our relationships with such entities, our business may suffer.

We may receive customer complaints and as a result may face product recalls, product liability claims
and legal proceedings, if the quality of our Products does not meet our customers’ expectations, in which
case our business and revenues, and ultimately our reputation, could be negatively affected.

Although in the past we have not received any major complaints from our stockists, traders, distributors and
clients with respect to our product quality, we have no control over our stockists, traders, distributors and
clients (i) alleging harm/loss caused to them due to the quality of products supplied by us; and (ii)
instituting product liability claims, product recall claims and legal proceedings against us and our promoters
and directors claiming product recalls, liquidated damages, indemnification claims etc. and therefore, we
cannot assure that we shall not experience any product recalls or material product liability losses in the
future or that we shall not incur significant costs to defend any such claims.

In case (i) such actions are instituted against the Company and/or our promoters and directors or are alleged
to cause harm/loss to such entities; or (ii) there is a change in applicable law or there are rulings against us
by courts or tribunals in relation to the quality of our Products, we may need to make provisions in our
financial statements, which could increase our expenses and our current liabilities. Further, any such
situation may have a reputational impact on our brand, goodwill and market presence and our stockists,
traders, distributors and clients may choose to not do business with us, which could have an adverse effect
on our business, financial condition or results of operations. Further, we do not have any insurance cover to
protect us from claims from customers in our international markets. A product recall or a product liability
claim entails significant costs which may be in excess of our available insurance coverage, and may expose
us to unanticipated losses/exposures thereby adversely affecting our reputation, business and revenues.

There are outstanding litigations pending against us, which, if determined adversely, could affect our
operations. We could suffer significant litigation expenses in defending these claims and could be subject
to significant damage, compensation, or other remedies.

In the ordinary course of our business, we may receive consumer protection claims, product liability claims,
general commercial claims related to the conduct of our business and the performance of our Products and
services, employment claims and other litigation claims. Litigation resulting from these claims could be
costly and time-consuming and could divert the attention of management and key personnel from our
business operations.

There are certain outstanding legal proceedings against our Company and Directors. These proceedings are
pending at different levels of adjudication before various courts, tribunals, quasi-judicial authorities and
appellate tribunals and, if determined adversely, could adversely affect our reputation, business, results of
operations and financial condition. While there are currently no litigations against the Company and
Directors except for (i) a matter pertaining to indirect taxation involving an amount of 211.88 million, and
(ii) a matter pertaining to indirect taxation against one of our Directors involving an amount of 216.83
million there is no certainty that we shall have no litigations in the future, which may impact our business
and result of operation.

The amounts claimed in these legal proceedings have been disclosed to the extent ascertainable and include
amounts claimed jointly and severally. Although the Company has not presently made any provisioning for
probable liabilities, if any, arising out of these legal proceedings, in case any new developments arise, such
as a change in the applicable laws or rulings against us by appellate courts or tribunals, we may need to
make provisions in our financial statements that could increase our expenses and current liabilities.

There can be no assurance that these legal proceedings shall be decided in favour of our Company and
Directors, as the case may be, or that no further liability shall arise out of these proceedings. Further, such

38
26.

27.

legal proceedings could divert management time and attention and consume financial resources. Any
adverse outcome in any of these proceedings may adversely affect our profitability and reputation and may
have an adverse effect on our results of operations and financial condition. For further details of certain
material legal proceedings involving our Company, our Promoters, our Directors and our Group
Companies, see “Outstanding Litigation and Material Developments” beginning on page 289.

The success of our business depends substantially on a number of key management personnel, including
our Promoters and management team, and on our operational workforce. Our inability to retain them or
to recruit highly skilled technical personnel that are necessary for our business could adversely affect
our businesses.

Our success substantially depends on the continued service and performance of the members of our senior
management team and other key personnel in our business for the management and running of our daily
operations and the planning and execution of our business strategy. Our key management personnel are
experienced in managing our businesses and are difficult to replace. They provide expertise which enables
us to make well informed decisions in relation to our businesses and our future prospects. For details of our
key management personnel, see “Our Management” on page 168. We cannot assure that we shall continue
to retain any or all of the key members of our management. The loss of one or more members of our senior
management team could severely impact our ability to execute our growth strategy and grow our revenues.

While we believe that our future success depends largely on our continued ability to hire, assimilate, retain
and leverage the skills of highly qualified and skilled personnel, we may not be as successful as our
competitors at recruiting, assimilating, retaining and utilizing the skills of such personnel which may
adversely affect our ability to realise our growth strategy. Further, our ability to sustain our growth depends
significantly upon training these employees effectively. Additionally, we may take a long period of time to
hire and train replacement personnel if qualified personnel terminate their employment with us. Further, our
overseas competitors may choose to locate research and development facilities in India and would likely be
able to offer better compensation packages to such personnel. If we are unable to recruit and retain qualified
personnel with the requisite experience, our growth and competitive position maybe adversely affected.

We are subject to various government regulations and if we fail to obtain, maintain or renew our
statutory and regulatory licenses, permits and approvals required to operate our business, our business,
results of operations and cash flows may be adversely affected. In addition, we have certain obligations
under policies imposed and schemes launched by the government that may not be directly beneficial or
profitable to our business.

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
India and in respective regions that we have operations, generally for carrying out our business, producing
and marketing our Products, for our Manufacturing Facility, and our warehouse. For details of applicable
regulations and approvals relating to our business and operations, see “Government and Other Approvals”
on page 293.

Failure by us to renew, maintain or obtain the required permits or approvals at the requisite time may result
in the interruption of our operations and may have an adverse effect on our business, financial condition and
results of operations. While we have obtained key approvals required for our business, we have also applied
for, and are awaiting grant/renewal of certain key approvals. Failure to obtain or validly maintain such
approvals could materially and adversely affect our business, results of operations and financial condition.
In relation to financing the proposed project cost towards capacity expansion, technological upgradation,
cost optimization of its operations and backward integration as disclosed on page 91 of the RHP under
“Objects of the Issue”, the Company proposes to increase its production capacity (i) from 600 MT per
month to 1200 MT per month of welded pipes/tubes; and (ii) from 300 MT per month to 800 MT per month
of higher diameter seamless pipes/tubes and installation of a piercing plant with a capacity of 800 MT per
month for in-house manufacturing of hollow pipes as our backward integration strategy (“Capacity
Expansion”). For achieving the above indicated Capacity Expansion in line with the Objects of the Issue,
the Company is required to obtain modification/amendment to the existing licenses/approvals such as
factory license, CTE, CCA at various stages of the Capacity Expansion.

Further, in line with the prescribed process by GPCB, the Company is required to obtain amendment to
CTE for Capacity Expansion prior commencement of construction of Civil and covered structure at its

39
28.

29.

30.

manufacturing facilities. As per the revised Schedule of Implementation for the commencement of Civil
and covered structure, as indicated on page 97 is June 2022. Accordingly, the Company had applied for the
CTE amendment with GPCB vide application number '209123' on December 22, 2021 which was not
processed due to submission of incomplete documentation. Thereafter, the Company filed a fresh CTE
amendment application bearing number '255708' for establishing its new proposed plant on April 10, 2022
for approval from GPCB. (CTE Application”), which is currently pending.

In case of a delay in receipt of CTE amendment approval there may be adverse impact on the schedule of
implementation of the Capacity Expansion. For further details, see “Government and Other Approvals” on
page 293. The approvals required by our Company are subject to numerous conditions and there can be no
assurance that these would not be suspended or revoked in the event of non-compliance or alleged
noncompliance 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.

Our Promoters and Directors, Jayantiram Motiram Choudhary and Megharam Sagramji Choudhary do
not have any formal educational qualification.

Our ability to implement our business strategy depends largely on our ability to attract, train, motivate and
retain highly skilled personnel. Competition for senior management and other key personnel with technical
and industry expertise and education in our industry is intense, and we may not be able to recruit and retain
suitable persons to replace the loss of any of our senior managers in a timely manner. In such a situation,
our ability to realize our strategic objectives could be impaired. For instance, our Promoters and Directors
Jayantiram Motiram Choudhary and Megharam Sagramji Choudhary, two of the founding Promoters of our
Company, have played a critical role in the incorporation and promotion of our Company. Although
Jayantiram Motiram Choudhary and Megharam Sagramji Choudhary have extensive experience of 10 and
15 years in the stainless steel industry, respectively, both of them have not received any formal education.
There is no assurance that lack of formal education will not impact our business and operations in the
future.

Employee misconduct or failure of our internal processes or procedures could harm us by impairing our
ability to attract and retain customers and subject us to significant legal liability and reputational harm.

Our business is exposed to the risk of employee misconduct or the failure of our internal processes and
procedures. For example, misconduct by employees could involve the improper use or disclosure of
confidential information, which could result in costly litigation and serious reputational or financial harm.
While we strive to monitor, detect and prevent fraud or misappropriation by our employees, through various
internal control measures and internal policies, the precautions we take to prevent and detect such activity
may not be effective in all cases and we may be unable to adequately prevent or deter such activities in all
cases. While we have not experienced such issues in the past, there could be instances of fraud and
misconduct by our employees which may go unnoticed for certain periods of time before corrective action
is taken. In addition, we may be subject to regulatory or other proceedings, including claims for alleged
negligence, in connection with any such unauthorized transaction, fraud or misappropriation by our
employees, which could adversely affect our goodwill, business prospects and future financial performance.
Even when we identify instances of fraud and other misconduct and pursue legal recourse or file claims
with our insurers, there can be no assurance that we shall recover any amounts lost through such fraud or
other misconduct.

  

Upon listing, we may be subject to additional costs/unanticipated expenses arising from the obligations
that a listed public company has to comply with, under the applicable regulatory framework in India.

We are not a publicly listed company and have not, historically, been subjected to the increased scrutiny of
our affairs by shareholders, regulators and the public at large that is associated with being a listed company.
As a listed public company, we shall incur legal, accounting, insurance and other expenses that we have not
incurred as an unlisted public company, including costs associated with listed company reporting and
corporate governance requirements. We expect that rules and regulations shall increase our legal and
financial compliance costs and make some activities more time-consuming and costly, although we are
currently unable to estimate these costs with any degree of certainty. Laws and regulations could also make
it more difficult or costly for us to obtain certain types of insurance, including director and officer liability

40
31.

32.

insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher
costs to obtain the same or similar coverage. Laws and regulations could also make it more difficult for us
to attract and retain qualified persons to serve on our board of directors, our board committees or as our
senior management. Furthermore, if we are unable to satisfy our obligations as a public company, we could
be subject to delisting, fines, sanctions and other regulatory action and potentially civil litigation. Any such
action could adversely affect our business, financial condition and results of operations and cash flow.

For instance, we shall be subject to the Listing Regulations which shall require us to file audited annual and
unaudited quarterly reports with respect to our business and financial condition. If we experience any
delays, we may fail to satisfy our reporting obligations and/or we may not be able to readily determine and
accordingly report any changes in our results of operations as promptly as other listed companies. Further,
as a publicly listed company, we shall need to maintain and improve the effectiveness of our disclosure
controls and procedures and internal control over financial reporting, including keeping adequate records of
daily transactions. In order to maintain and improve the effectiveness of our disclosure controls and
procedures and internal control over financial reporting, significant resources and management attention
shall be required. As a result, our management’s attention may be diverted from our business concerns,
which may adversely affect our business, prospects, financial condition, results of operations, and cash
flows. In addition, we may need to hire additional legal and accounting staff with appropriate experience
and technical accounting knowledge, but there can be no assurance that we shall be able to do so in a timely
and efficient manner.

Our financing agreements contain covenants that limit our flexibility in operating our business. Our
inability to meet our obligations, including financial and other covenants under our debt financing
arrangements could adversely affect our business, results of operations and financial condition.

Our Company has availed loans in the ordinary course of business for the purposes of meeting working
capital requirements and for capital expenditure. As on April 7, 2022, the outstanding amount under the
secured fund based borrowings of our Company was % 612.48 million, secured non-fund based facilities
availed by our Company, was 2 70.55 million and other unsecured loan was % 98.89 million. Our ability to
meet our debt service obligations and repay our outstanding borrowings shall depend primarily on the cash
generated by our business. Our financing agreements contain certain restrictive covenants that limit our
ability to undertake certain types of transactions. These restrictive covenants inter-alia require us to obtain
either the prior permission of such banks or financial institutions or require us to inform them of various
activities, including, among others, alteration of our capital structure, implementing any scheme of
expansion/diversification/modernization, amending our articles of association or memorandum of
association, undertaking any guarantee obligations on behalf of any third party or any other company or
raising of additional debt or equity. In the event that we breach a restrictive covenant, our lenders could
deem us to be in default and seek early repayment of loans among other consequences in case of an event of
default. An event of default would also affect our ability to raise new funds or renew maturing borrowings
as needed to conduct our operations and pursue our growth initiatives. Although we have received consents
from our lenders for the Issue, these restrictive covenants may affect some of the rights of our Shareholders.
For further information, see “Financial Indebtedness” beginning on page 250.

In addition, certain terms of our borrowings require us to maintain financial ratios which are tested
periodically, including on a quarterly or annual basis. In the event we breach any financial or other
covenants contained in any of our financing arrangements, we may be required to immediately repay our
borrowings either in whole or in part, together with any related costs. Certain of our financing arrangements
also contain cross-default provisions which could automatically trigger defaults under other financing
arrangements. Our failure to meet our obligations under the debt financing agreements could have an
adverse effect on our business, results of operations and financial condition.

In the event our contingent liabilities materialize, our financial condition may be adversely affected.

As of December 31, 2021, our aggregate contingent liabilities amounted to 289.64 million. The following
table sets forth certain information relating to our contingent liabilities as of December 31, 2021:

Contingent liabilities
(in & million)
Particulars As of December 31, 2021
Duty on import against Advance licenses for Export obligation 289.64

Total 289.64

Al
33.

34,

We cannot assure you that these contingent liabilities shall not become established as liabilities. In the event
any of these contingent liabilities become established as liabilities, it may have an adverse effect on our
financial condition and results of operations. Further, there can be no assurance that we shall not incur
similar or increased levels of contingent liabilities in the future. For further details, see also “Management's
Discussion and Analysis of Financial Condition and Results of Operations” on page 253.

Our financing agreements may entail interest at variable rates and any increases in interest rates may
adversely affect our results of operations.

As on April 7, 2022, the aggregate of our long-term borrowings, current maturities of long-term borrowings
and short-term borrowings of our Company was 2781.92 million. The Company has in the past experienced
instances of increases in interest rates under its financing arrangements. For instance, the applicable rate of
interest in our financing facility availed from Karnataka Bank in terms of the sanction letter dated October 6,
2018 was 11% per annum was revised to 11.45% per annum vide sanction letter dated June 27, 2019 due to
revision in the Marginal Cost of Funds based Lending Rate (“MCLR”), the minimum lending rate below
which a bank is not permitted to lend. There was a further revision of the applicable interest rate to 13.5% per
annum vide sanction letter dated March 30, 2021 due to migration from MCLR to External Bench Mark
Based Lending Rate (“EBLR”). There can be no assurance that the interest rates would not increase in the
future leading to increased interest costs of such loans. Any such increase could adversely affect our results
of operations and financial condition. In addition, if interest rates increase, our interest payments shall
increase and our ability to obtain additional debt and non-fund-based facilities could be adversely affected
with a concurrent adverse effect on our business, financial condition and results of operations. For further
details with respect to the description of interest typically payable under our financing agreements, please see
“Financial Indebtedness” beginning on page 250.

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

Our Company has availed loans and facilities in the ordinary course of its business for, inter alia, meeting
working capital requirements, supplier financing and capital expenditure. Our Promoters and Directors
Jayantiram Motiram Choudhary, Megharam Sagramji Choudhary, Dhruv Mahendrakumar Patel and Arun
Axaykumar Kothari, have personally guaranteed the repayment of certain loan facilities availed by our
Company. The details of the same are as below:

1. State Bank of India Cash Credit 450.00 2.75% over 6 months MCLR_ 1. Megharam

Rate (Presently at 9.70 % p.a.) Sagramji
2. State Bank of India Letter of 70.00 Applicable Commission Choudhary
Credit 2. Jayantiram
3. State Bank of India Term Loan 8.53 4.00% over 6 months MCLR Motiram
-1 Rate (Present at 10.95% p.a) Choudhary
4. State Bank of India Term Loan 13.02 4.00% over 6 months MCLR 3. Dhruv
-ll Rate (Present at 10.95% p.a) Mahendrakumar
5. | State Bank of India. Term Loan 21.22 4.00% over 6 months MCLR Patel
—ll Rate (Present at 10.95% p.a) 4. Arun Axaykumar
6. State Bank of India Term Loan 39.83 100 bps over 6 months MCLR Kothari
(GECL) Rate (Presently at 7.95% p.a.)
7. State Bank of India Term Loan 15.10 100 bps over 6 months MCLR
(GECL Rate (Presently at 7.95% p.a.)
Extension)
8. Tata Capital Supplier 50.00 10.25% i.e. STLR less 7.80%
Financial Services Financing

Limited

42
35.

36.

37.

As of April 7, 2022, principal outstanding amounts from credit facilities personally guaranteed by them were
3594.02 million, which constituted of 75.97% of our total outstanding indebtedness as on such date
aggregating to %781.92 million. For details regarding the guarantees given by our Promoters, see “History
and Certain Corporate Matters — Guarantees given by the Promoters” beginning on page 167.

Our Promoters and Directors may continue to provide such guarantees and other such securities post listing.
In case of a default under our loan agreements, any of the guarantees provided by our Promoters and
Directors may be invoked, which in turn, could have an impact on their ability to effectively service their
obligations as Promoters and Directors of our Company in addition to negatively impacting their reputation
and net worth and adversely affecting our business, results of operations and financial condition. Further,
our Promoters and Directors may be required to liquidate their shareholding in our Company to settle the
claims of the lenders, thereby diluting their shareholding in our Company. In the event our Promoters and
Directors withdraw or terminate their guarantees, our lenders may require alternate guarantees, repayments
of amounts outstanding or even terminate the loan facilities. We may not be successful in providing alternate
guarantees satisfactory to the lenders, and as a result may be required to repay outstanding amounts or seek
additional sources of capital, which could affect our financial condition and cash flows.

Our Promoters, certain of our Directors and Key Managerial Personnel have interests in us other than
reimbursement of expenses incurred and normal remuneration or benefits.

Our Promoters, Directors and Key Managerial Personnel may be deemed to be interested to the extent of
Equity Shares held by them and by members of our Promoter Group, as well as to the extent of any
dividends, bonuses or other distributions on such Equity Shares. As on date of this Prospectus our
Promoters and certain members of our Promoters Group hold 97,82,850 Equity Shares representing 64.27%
of the pre-issued, subscribed and paid-up Equity Share capital of our Company. Upon completion of the
Issue, our Promoters and certain members of the Promoter Group together shall continue to exercise
significant control over us, which shall enable them to vote together in capacity as shareholders of our
Company on certain matters in general meetings of our Company. Accordingly, the interests of our
Promoters and certain members of the Promoter Group in their capacity as shareholders of our Company
may conflict with your interests and the interests of other shareholders of the Company. For further details,
see “Capital Structure”, “Our Promoters and Promoter Group” and “Our Management” beginning on
pages 78, 184 and 168 respectively.

Our Promoters and Promoter Group shall continue to retain significant control in our Company after
the Issue, which shall allow them to influence the outcome of matters submitted to shareholders for
approval. Such a concentration of ownership may also have the effect of delaying, preventing or
deterring a change in control.

As on date of this Prospectus, our Promoters and certain members of our Promoters Group hold 97,82,850
Equity Shares representing 64.27% of the pre-issued, subscribed and paid-up Equity Share capital of our
Company. After the completion of this Issue, our Promoters and Promoter Group shall continue to hold
significant shareholding in our Company. As a result, our Promoters and Promoter Group shall continue to
exercise significant control over us, including being able to control the composition of our Board of
Directors and determine decisions requiring simple or special majority voting, and our other shareholders
shall be unable to affect the outcome of such voting. Our Promoters 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, such as actions which delay, defer or cause a change of our control or a change in our capital
structure, merger, consolidation, takeover or other business combination involving us, or which discourage
or encourage a potential acquirer from making a tender Issue or otherwise attempting to obtain control of
us. We cannot assure that our Promoter and Promoter Group shall act in our interest while exercising their
rights in such entities, which may in turn materially and adversely affect our business and results of
operations. We cannot assure you that our Promoters and Promoter Group shall act to resolve any conflicts
of interest in our favour. If our Promoters and Promoter Group sells a substantial number of the Equity
Shares in the public market, or if there is a perception that such sale or distribution could occur, the market
price of the Equity Shares could be adversely affected. No assurance can be given that such Equity Shares
that are held by the Promoter shall not be sold any time after the Issue, which could cause the price of the
Equity Shares to decline.

Any withdrawal, or termination of, or unavailability of tax benefits and exemptions being currently

availed by us may have an adverse effect on our business, results of operations, financial condition and
cash flows.

43
38.

39.

The tax related laws that are applicable to us include the Income Tax Act, 1961, the Customs Act, 1962,
Goods and Services Tax Laws (including Central Goods and Services Tax Act, 2017, Integrated Goods and
Services Tax Act, 2017, States Goods and Services Tax Act, 2017 and Union Territory Goods and Services
Tax Act, 2017) and various rules and notifications issued by taxation authorities thereunder. Although, we
are currently not entitled to any tax benefits and incentives under the aforesaid regulations/legislations, we
may in the future benefit from credits/relaxations/incentives under the same. There can be no assurance as
to the nature of action current or future governments shall implement regarding allowance of tax incentives
or duty benefits. However, there is no certainty with respect to the nature and timing of such
incentives/benefits, if any, in case any such benefits are extended in favour of the Company in the future,
we may not be able to comply with the obligations and stipulations that would allow us to avail ourselves of
such benefits or concessions, and consequently, we may lose such benefits and concessions.

Our ability to pay dividends in the future may depend upon our future revenues, profits, financial
condition, cash flows, working capital requirements, capital expenditures and restrictive covenants in
our financing arrangements.

We have not declared any dividends and all the profits historically have been applied towards the growth
and expansion of the business of the Company. Whether we pay dividends in the future and the amount of
any such dividends, if declared, may depend upon a number of factors, including our results of operations
and financial condition, financing agreements that we have entered into, contractual restrictions (including
the terms of some of our financing arrangements that currently restrict our ability to pay dividends) and
other factors considered relevant by our Board of Directors and shareholders. We may be unable to pay
dividends in the near or medium term, and our future dividend policy may depend on our capital
requirements and financing arrangements. Further, dividends, if any distributed by us in the future may cost
dividend distribution tax at rates applicable from time to time which may adversely affect our financial
position and cash flows. We cannot assure you that our Company shall declare and pay, or have the ability
to declare and pay, any dividends on Equity Shares at any point in the future. For further details, see
“Dividend Policy” on page 193.

We have experienced negative cash flows in relation to our operating, investing and financing activities
in the last three financial years. Any negative cash flows in the future would adversely affect our results
of operations and financial condition.

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

(in million)
Nine-month
ee period ended Year ended Year ended Year ended
December 31, | March 31,2021 March 31,2020 March 31, 2019
2021

Net cash used/ generated from (579.63) 113.26 24,12 (66.58)

operating activities

Net cash used/generated from 484.61 (24.17) (123.61) (13.87)

investing activities

Net cash used/ generated from 94.72 (91.91) 100.15 77.16

financing activities

Net increase/(decrease) in cash (0.30) (2.82) 0.66 (3.30)

and cash equivalent

There can be no assurance that our net cash flows shall be positive in the future. Any negative cash flows in
the future over extended periods, or significant negative cash flows in the short term, could materially
impact our ability to operate our business and implement our growth plans. As a result, our cash flows,
business, future financial performance and results of operations could be materially and adversely affected.
For further details, see “Financial Statements” and “Management's Discussion and Analysis of Financial
Condition and Results of Operations” beginning on pages 194 and 253, respectively.
40. Our insurance coverage may not be adequate to protect us against all potential losses to which we may
be subject and this may have an adverse effect on our business.

We face the risk of loss resulting from product liability, intellectual property, contractual, warranty, and
other lawsuits, whether or not such claims are valid. In addition, our insurance may not be adequate to
cover such claims or may not be available to the extent we expect. For details of the insurance policies that
we maintain, see “Our Business — Insurance” on page 157. A successful claim that exceeds or is not
covered by our policies could require us to pay substantial sums. Our Company has maintained various
insurance policies, in amounts that we believe are commercially appropriate, including insurance policies
for employees compensation, common law (which includes accidental insurance), occupational diseases,
contractors employees, medical expenses, standard fire and special perils, industrial, commercial vehicles
package, and export marine policy. The following table sets forth our insurance cover figures for the nine-
month period ending December 31, 2021, financial years ended March 31, 2021, March 31, 2020 and
March 31, 2019:

i Book Value as on December 31, 2021 Insured Value
Lene (in 2 million) (in 2 million)
Property, Plant and Equipment 273.00 290.00
Stock 861.02 1,000.00

Property, Plant and Equipment 245.79 102.71
Stock 441.80 520.00
Property, Plant and Equipment 163.15 35.76
Stock 442.76 350.00
Property, Plant and Equipment 117.62 5.16
Stock 361.67 200.00

Based on our property, plant and equipment and stock as on December 31, 2021, our presently valid
insurance policies cover the risk to the extent of (i) 106.23% of the value of our property, plant and
equipment; (ii) 116.14% of the value of our stock. Although, we attempt to obtain coverage for and mitigate
our liability for damages arising from negligent acts, errors or omissions through insurance policies, our
liability may sometimes not be covered as a result of the limitations of liability set forth in our insurance
policies. In such event, our insurance policies may not protect us from liability for damages, which may
lead to financial liability and other adverse consequences

Further, while we believe that adequate insurance coverage shall be available in the future, there can be no
assurance that such coverage shall be available at costs and terms acceptable to us or that such coverage
shall be adequate with respect to future claims that may arise. Although we have not experienced instances
in the past where our claims have exceeded the insurance cover, in case we are not able to adequately insure
against the risks we face, or the insurance coverage we have taken is inadequate to cover our losses, our
business, financial condition and results of operations could be adversely affected. In addition, our
insurance policies are subject to annual review, and there can be no assurance that we shall be able to renew
these policies on similar or otherwise acceptable terms, or at all. If we were to incur a serious uninsured loss
or a loss that significantly exceeds the limits of our insurance policies, it could have an adverse effect on
our financial condition, results of operations and cash flows.

45
41. Our ability to acquire new businesses overseas, may be constrained by Indian and foreign laws, which
could adversely affect our growth strategy, business and prospects.

Under Indian foreign investment laws, an Indian company is permitted to invest in, or provide financial
commitment to overseas joint ventures or wholly owned subsidiaries, to the extent of 400.00% of the Indian
company’s net worth as at the date of its last audited balance sheet (subject to certain exceptions), and any
financial commitment exceeding USD 1.00 million (or its equivalent) in a Financial Year shall require prior
approval of the RBI. This limitation also applies to any other form of financial commitment by the Indian
company, including in terms of any loan, guarantee or counter guarantee issued by such Indian company.
Further, there may be limitations stipulated in the host country for foreign investment. Investment or
financial commitment not complying with the stipulated requirements is permitted with prior approval of
the RBI. Additionally, there are also further requirements specified under the Companies Act and Indian
foreign exchange laws in relation to any acquisition that we propose to undertake in the future. These
limitations on overseas direct investment could constrain our ability to acquire overseas entities as well as
to provide other forms of financial assistance or support to such entities, which may adversely affect our
growth strategy, business and prospects.

42. We have commissioned and paid for a report from Dun & Bradstreet which have been used for industry
related data in this Prospectus.

Certain sections of this Prospectus include information based on, or derived from, Industry Risk Report
titled “Stainless Steel Pipes & Tubes” (the “D&B Report”) dated April, 2022 prepared and released by
Dun & Bradstreet on April 4, 2022.

We had commissioned Dun & Bradstreet in July, 2021 and paid them to produce the D&B Report, which
has been used for industry related data disclosed in this Prospectus. We commissioned the D&B Report for
the purposes of confirming our understanding of the industry in connection with the Issue. This report uses
certain methodologies for market sizing and forecasting. Investors should read the industry related
disclosure in this Prospectus in this context. Industry sources and publications are also prepared based on
information as of specific dates and may no longer be current or reflect current trends. Industry sources and
publications may also base their information on estimates, projections, forecasts and assumptions that may
prove to be incorrect. While industry sources take due care and caution while preparing reports, they do not
guarantee the accuracy, adequacy or completeness of the data. Accordingly, investors should not place
undue reliance on, or base their investment decision solely on this information.

You should consult your own advisors and undertake an independent assessment of information in this
Prospectus based on, or derived from, the D&B Report before making any investment decision regarding
the Issue.

43. We have entered into, and may continue to enter into, related party transactions. We cannot assure you
that such transactions, individuals or in the aggregate, shall not have an adverse effect on our business,
financial condition and results of operations.

We have entered into certain transactions with related parties, including purchase of raw materials from and
sale of Products to a related party. For the nine-month period ended December 31, 2021, Fiscal 2021, 2020
and 2019, the related party transactions accounted for approximately 6.01%, 11.61%, 23.84%, and 13.49%
respectively, of our revenue from operations. For further information on our related party transactions, see
“Related Party Transactions” on page 19. While we believe that all our related party transactions have been
conducted on an arm’s length basis, there can be no assurance that we could not have achieved more
favourable terms had such transactions been entered into with unrelated parties. It is possible that we may
enter into related party transactions in the future. Although all related party transactions that we may enter
post-listing, shall be subject to board or shareholder approval, as necessary under the Companies Act and
the SEBI LODR Regulations. We cannot assure you that such transactions, individually or in the aggregate,
shall not have an adverse effect on our business, 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. For details of the related party transactions see “Restated Financial Statements — Annexure V Note
29 ~ Related Party Transactions” on page 232.

46
44, Our registered and corporate office, guest house, warehouse, godown and a portion of our factory are
located on leased premises. There can be no assurance that these lease agreements shall be renewed
upon termination or that we shall be able to obtain other premises on lease on same or similar
commercial terms.

We utilize our registered and corporate office, guest house, warehouse, godown and a portion of our factory
on leasehold basis. The details of the same are as below:

E Area (In
Reference Property Description Sq. Term
No.
Mtrs.)

1. Corporate Office Tripada Complex, Plot No 275, Sector 1/A, 74.32 Period of 22 months
(Leave and Near Mamlatdar office, Office No 1, Ground beginning on September
License) Floor Gandhidham, Kutch, Gujarat — 370 201 10, 2021 till July 9, 2023

2. Mumbai Shop No. 11, Ground Floor, Salsar 57.14 Period of 11 months
Marketing Office Commercial Center, C.T.S No. 1, Phatak commencing from March
(Leave and Road, Opposite Dham Kata Bhayander East, 16, 2022 and ending on
License) Maharashtra — 401105, February 15, 2023.

3. Factory Premises | Revenue Survey No. 233/2, Dhaneti, Bhuj 18,919 Period of 10 years
(Lease) (Kutch), Gujarat — 370 020 commencing from June

15, 2015 and ending on
June 14, 2025.

4, Godown Property No. 83/2, Gujarat. Vepar 334.45 Period of 11 months and
(Ahmedabad) Mahamandal, Odhav, Vatva, Ahmedabad, 29 days commencing
[Lease] Gujarat — 382 440 from July 26, 2021 to

July 24, 2022.
5. Guest House Plot No 319, Ward 8A Subhash Nagar 170 Period of 11 months
Gandhidham, Gujarat - 370 201 commencing from March

10, 2022 and ending on
February 9, 2023

Our leases may expire in the ordinary course. We cannot assure you that we shall continue to be able to
operate out of our existing premises or renew our existing leases at favourable terms or at all. Any such
event may adversely impact our operations and cash flows and may divert management attention from our
business operations. In case of any deficiency in the title of the owners from whose premises we operate,
breach of the contractual terms of any lease, or if any of the owners of these premises do not renew the
agreements under which we occupy the premises, or if they seek to renew such agreements on terms and
conditions unfavourable to us, or if they terminate our agreements, we may suffer a disruption in our
operations and shall have to look for alternate premises.

Given that our business operations are conducted on premises leased, any encumbrance or adverse impact,
or deficiency in, the title, ownership rights or development rights of the owners from whose premises we
operate, breach of the contractual terms of any lease or leave and license agreements, or any inability to
renew such agreements on acceptable terms or at all may adversely affect our business operations. In the
event of relocation, we may be required to obtain fresh regulatory licenses and approvals. Until we receive
these, we may suffer disruptions in our operations and our business which may adversely affect our
financial condition.

Although stamp duty was paid at the time of execution of the lease agreements, such arrangements may be
finally adjudicated by relevant revenue authorities to be inadequately stamped or duly registered. Unless
such documents are adequately stamped or duly registered, such documents may be rendered inadmissible
as evidence in a court in India or may not be authenticated by any public officer and the same may attract
penalty as prescribed under applicable law or may impact our ability to enforce these agreements legally,
which may result in an adverse effect on the continuance of our operations and business. For details in
relation to our premises, see “Our Business — Material Properties” on page 158.

47
45. Compliance with, and changes in, safety, health and environmental laws and various labour, workplace
related laws and regulations, including terms of the approvals granted to us, may increase our
compliance costs and as such adversely affect our business, prospects, results of operations and financial
condition.

We are subject to a broad range of safety, health and environmental related laws and regulations in the
jurisdictions in which we operate, which impose controls on the disposal and storage of raw materials, noise
emissions, air and water discharges; on the storage, handling, discharge and disposal of chemicals,
employee exposure to hazardous substances and other aspects of our operations. For example, laws in India
limit the amount of hazardous and pollutant discharge that our Manufacturing Facility may release into the
air and water. The discharge of substances that are chemical in nature or of other hazardous substances into
the air, soil or water beyond these limits may cause us to be liable to regulatory bodies and incur costs to
remedy the damage caused by such discharges. Any of the foregoing could subject us to litigation, which
may increase our expenses in the event we are found liable, and could adversely affect our reputation.

The adoption of stricter health and safety laws and regulations, stricter interpretations of existing laws,
increased governmental enforcement of laws or other developments in the future may require that we make
additional capital expenditures, incur additional expenses or take other actions in order to remain compliant
and maintain our current operations. Complying with, and changes in, these laws and regulations or terms
of approval may increase our compliance costs and adversely affect our business, prospects, results of
operations and financial condition.

Further, our business operations are subject to stringent compliance with labour laws and regulations
including those governing detailed procedures for the establishment of unions, dispute resolution and
employee removal and legislation that imposes certain financial obligations on employers upon
retrenchment. We are also subject to laws and regulations governing relationships with employees in such
areas as minimum wage and maximum working hours, overtime, working conditions, hiring and
termination of employees, contract labour and work permits, and consequently, may be party to statutory or
regulatory proceedings in this respect. For instance, the Employees’ Provident Fund Organisation
(“EPFO”) has issued a notice dated October 20, 2021 alleging that our Company did not deposit provident
fund dues aggregating to % 0.12 million for a period from July, 2020 till March 2021. Our Company has
responded to the notice clarifying that provident fund dues for the applicable period were duly deposited by
our Company. Although the Company has deposited the due amounts as directed by the EPFO, there can be
no assurance that the EPFO shall not initiate any further action against us in relation thereto or that we shall
not be exposed to similar proceedings in the future. Further, in the past there have been several instances of
delays on the part of the Company for the payment of the provident fund amount with EPFO. We cannot
assure that EPFO will not initiate any further action against us for such delays in the future For further
details of the current outstanding litigations, please see “Outstanding Litigation and Material
Developments— Action by statutory or regulatory authorities against our Company” beginning on page
290 of this Prospectus.

Our business is also subject to, among other things, the receipt of all required licenses, permits and
authorizations including manufacturing permits, and environmental, health and safety permits. For licenses,
permits and authorization obtained by us, see “Government and Other Approvals” beginning from page
293. There is a risk that we may inadvertently fail to comply with such regulations, which could lead to
enforced shutdowns and other sanctions imposed by the relevant authorities, as well as the withholding or
delay in receipt of regulatory approvals for our new products.

46. Some of our agreements may have not been adequately stamped and/or signed making them inadmissible
as evidence in the court of law and as a result of which our operations may be impaired.

We have not entered into long-form contracts for our business operations and typically we conduct our
business by way of purchase orders/supply orders/contracts both with our raw material suppliers and our
customers. Further, our contractual arrangements with third parties may not be adequately stamped making
them inadmissible as evidence in the court of law. Even though the commercial terms agreed may have
been negotiated in our favour, inadequate stamping may restrict our ability to produce such documents
before the court of law and efficaciously seek legal remedies to protect our legal and contractual rights. The
court of law, in such cases, may issue a verdict or prescribe restrictions and conditions that may legally and

48
47.

commercially prohibit us from benefitting from a pre-agreed position which could have a material adverse
effect on our business, financial condition and results of operations.

Any downward revision of our credit ratings could result in an increase in the interest rates we pay on
any new borrowings and could decrease our ability to borrow as much money as we require to finance
our business.

In relation to our long-term financing facilities aggregating to 7388.20 million and with respect to our short-
term letter of credit facilities/forward contract aggregating to 7220.00 million, Infomerics Valuation and
Rating Private Limited vide letter dated April 19, 2022 has assigned the following credit rating valid till
April 18, 2023:

Short-Term Rating IVR A3+ (IVR Single A Three Plus)
Long-Term Rating IVR BBB/Stable Outlook (IVR Triple B with Stable outlook)

Further, in the last three (3) Financial Years, we have experienced downgrades in our short-term and long-term
credit ratings primarily on account of (i) non-availability of sufficient information and data with the relevant
rating agency from the Company; and (ii) change in the credit rating agency appointed by the Company. For
an instance, the short-term/long term ratings provided to us by Brickwork Ratings India Pvt. Ltd.
(“Brickwork”) were downgraded from “BWR A4+” Assignment on March 12, 2020 to “BWR A4
Downgrade/ISSUER NOT COOPERATING” on June 23, 2021 on account of the Company appointing
Infomerics Valuation and Rating Private Limited on March 2, 2021 due to which no data was shared with
Brickwork and their ratings were migrated to “Not Reviewed” category and therefore downgraded. Similarly,
Acuité Ratings & Research Limited downgraded our ratings from “ACUITE BB/Outlook: Stable” on March
22, 2019 to “ACUITE BB-“ (Downgraded and Indicative) on May 13, 2020 on account of lack of sufficient
information leading to information risk for the credit rating agency. Further, the ratings from CARE Ratings
Limited were reaffirmed from “CARE BB-; Stable” on March 30, 2018 to “CARE BB- Stable Issuer Not
Cooperating” on April 4, 2019 and downgraded to “Care B+; stable Issuer” not Cooperating on May 28,
2020 on account of insufficient information available to arrive at a fair rating. There can be no assurance that
such downgrades in credit ratings shall not occur in the future and any downward revision of our currently
valid credit ratings could result in adverse changes to the terms of new borrowings, including, but not limited
to, an increase in the interest rates we pay on any new borrowings and could decrease our ability to borrow as
much money as we require to finance our business, which could have a material adverse effect on our
business, financial condition and results of operations:

Short-Term Ratings

1. CARE Ratings Limited —_Reaffirmed from CARE A4 (A Four) on March 30, 2018 to CARE A4:
Issuer Not Cooperating (A Four Issuer Not Cooperating) on April 4, 2019
and May 28, 2020 and further to Reaffirmed and Withdrawn on December 8,

2020.
2. Acuité Ratings & Reaffirmed from ACUITE A4+ on March 22, 2019 to ACUITE A4+
Research Limited (Indicative) on May 13, 2020 and further to ACUITE A4+ (Withdrawn) on
January 7, 2021.
Bs Brickwork Ratings India | Downgraded from BWR A4+ Assignment on March 12, 2020 to BWR A4
Pvt. Ltd.

Downgrade/ISSUER NOT COOPERATING on June 23, 2021 and
(Withdrawn) on April 2, 2022.

49
48.

49.

Long-Term Ratings

SNo. Name of Credit Rating Details of Credit Rating Downgrade
Agency
1. CARE Ratings Limited Reaffirmed from CARE BB-; Stable on March 30, 2018 to CARE BB-;

Stable Issuer Not Cooperating on April 4, 2019 and downgraded to Care
B+; stable Issuer not Cooperating on May 28, 2020 and further to
Reaffirmed and Withdrawn on December 8, 2020.

2. Acuité Ratings & Research Downgraded from ACUITE BB/Outlook: Stable on March 22, 2019 to
Limited ACUITE BB-(Downgraded and Indicative) on May 13, 2020 and further
to ACUITE BB- (Withdrawn) on January 7, 2021.

3. Brickwork Ratings India Pvt. Ltd. Downgraded from BWR BB+/ Stable Assignment on March 12, 2020 to
BWR BB/Stable.

Downgrade/ISSUER NOT COOPERATING on June 23, 2021 and
(Withdrawn) on April 2, 2022.

There can be no assurance that such downgrades in credit ratings shall not occur in the future and any
downward revision of our currently valid credit ratings could result in adverse changes to the terms of new
borrowings, including, but not limited to, an increase in the interest rates we pay on any new borrowings
and could decrease our ability to borrow as much money as we require to finance our business, which could
have a material adverse effect on our business, financial condition and results of operations.

We have issued the following shares in the last one year prior to the date of this Prospectus, which could
have been issued at a price lower than the Issue Price.

The following shares of the Company have been issued in the last one year:

Date of No.of Face Issue Nature of Nature of | Cumulative Cumulative
allotment* Equity value price allotment _—consideration numberof _ paid-up equity
Shares (In%) per equity share capital
allotted Equity shares ®@
Share
(Ind)
September 10, 10 E Bonus Issue Other than _1,30,99,050 —_13,09,90,500
2021 cash
October 21, 10 280 Private Cash 1,52,22,010 —15,22,20,100

 

2021 Placement

The price at which Equity Shares have been issued by our Company in the immediately preceding one year
is not indicative of the Issue Price at which the Equity Shares shall be issued and traded (subsequent to
listing). For further information, please see section “Capital Structure” beginning on page 78.

Unsecured loans of % 80.00 million taken by our Company from related party can be recalled at any time.

As on April 7, 2022, we have one outstanding unsecured loan aggregating to 80.00 million taken by our
Company from one of our related parties, Ambaji Warehouse Park for general corporate purposes with a
tenure of three to five years in the form of a memorandum of understanding. Although, as on date, neither
the loan arrangement has been terminated nor the outstanding amounts have been called to be repaid by the
said related party. However, there can be no assurance that such party shall not recall the outstanding
amount (in part, or in full) at any time. We intend to repay the said loan in due course, however, any failure
to service such indebtedness, or discharging any obligations thereunder could have a material adverse effect
on our business, financial condition and results of operations. For further details refer to the section entitled
“Financial Indebtedness” beginning on page 250.

50
50.

51.

52.

Certain statutory filings made by our Company may contain discrepancies/errors with respect to any of
the information required therein. We cannot assure you that our Company shall not be subjected to any
liability on account of such discrepancies.

We monitor compliances with applicable laws and regulations by implementing stringent internal checks
and controls. Although we have generally been in compliance with applicable laws, there have been certain
instances of delayed statutory filings/discrepancies/ errors. Although, no regulatory action has been taken
against us with respect to the aforesaid non-compliances/errors, there can be no assurance that a regulatory
action shall not be taken by the relevant authorities against us in the future. In an event such an action is
taken, we may be subject to penalties and other consequences that may adversely impact our business,
reputation, and results of operation and there can be no assurance that we shall be able to successfully
defend any action/allegation raised by such regulatory authorities. Our compliance team meticulously
follows a detailed compliance calendar providing for compliances under various applicable laws, including
but not limited to, Companies Act. As we continue to grow, there can be no assurance that deficiencies in
our internal controls shall not arise, or that we shall be able to implement, and continue to maintain,
adequate measures to rectify or mitigate any such deficiencies in our internal controls, in a timely manner or
at all. There may be recurrences of similar discrepancies/errors in the future that could subject our Company
to penal consequences under applicable laws. Any such action could adversely impact our business,
reputation, and results of operation.

We rely on contractors for the recruitment of contract labourers, and are therefore exposed to execution
risks, including the risk of the unavailability of requisite manpower when needed, and liability towards
labourers under applicable Indian laws.

We enter into arrangements with contractors for recruitment of contract labourers as per our requirements
for a fixed period of time. There is no assurance that we may be able to renew these arrangements on a
timely basis or at all. We do not have direct control over the timing or quality of the services and supplies
provided by such third parties. Contractors hired by us may be unable to provide the requisite manpower on
a timely basis, or at all, or may be subjected to disputes with their personnel, which, in turn, may affect
production at our Manufacturing Facility and timely delivery of our Products to our customers. Although
we do not engage contract labourers directly, we may be held responsible under applicable Indian laws for
wage payments to such labourers should our contractors’ default on wage payments, which shall adversely
affect our financial condition and results of operation.

Our customers may be unable to pay their debts due to local economic conditions, which may affect
payment for our Products used by them on credit leading to adversely affecting our business, financial
condition and results of operations.

Generally, we sell our Products against future payment with credit terms varying according to local market
practice. Our credit terms typically vary from 7 days to 60 days. However, our customers may be adversely
affected by a number of factors beyond their control which could affect their financial condition and
consequently their ability to pay us for products that have sold or are present in their inventory. Although
we have not experienced any significant defaults in the past, in periods of declining economic conditions
and sustained adverse weather, there can be no assurance that such losses shall not be material, which may
have an adverse effect on our business, financial condition and results of operations. Additionally, in the
event of any dispute or a default regarding our payments, we may be constrained to initiate appropriate
recovery proceedings which may adversely affect our relations with customers whose loyalties may change
in favour of our competitors thereby negatively impacting our order book numbers. There can be no
assurance that any legal action taken by our Company against such defaulting customers shall be
adjudicated in our favour, and in case of an adverse finding, we may not be able to recover our dues from
them, which shall adversely impact our financial condition and results of operations. Further, we may be
subject to reputational losses and we may not be perceived as a favoured supplier as potential customers
may not be desirous of engaging in commercial arrangements with us in anticipation of similar proceedings
being instituted against them as well. This could have an adverse effect on our business, financial condition
and results of operations.

51
53.

54,

55.

We may not be able to recover our advances from our related parties supplying us raw materials for our
final products which may adversely affect our cash flows and financial condition.

We have, in the past, during the ordinary course of our business, entered into certain transactions with our
related parties for purchase of raw materials and consumables in lieu of which certain advances were paid to
such related parties. For further details, see “Financial Information” on page 194 of this Prospectus. While
historically we have received the raw materials and consumables from our related parties in a timely
manner and there have been no instances where we had to recover such advances from them, there can be
no assurance that our related parties shall not default in supplying us the raw materials and consumables in
a timely manner or at all. We typically have credit periods ranging between ten (10) to one-hundred and
twenty (120) days for our related parties supplying raw materials and consumables, however, there can be
no assurance that we shall be able to successfully recover such amounts, in parts or in full, in a timely
manner, or at all within such credit period. In such a case, we may be required to take the necessary steps to
recover the advances already paid to such related parties and there can be no assurance that we shall be able
to successfully recover such amounts. Any such delays in recovering such amounts may adversely impact
our cash flows and results of operations. A successful recovery action from our related parties shall also
depend on our ability to complete our contractual commitments. If we are unable to meet our contractual
obligations, we may experience delays in the collection of, or be unable to collect our advances, which
could adversely affect our business, financial condition and results of operations and cash flows. For details,
see “Financial Information” beginning on page 194 of this Prospectus.

Furthermore, macroeconomic conditions, which are beyond our control, could also result in financial
difficulties for our related parties, including limited access to the credit markets, insolvency or bankruptcy.
Such conditions could cause our related parties to delay raw material supply, request modifications to their
payment terms, or default on their contractual obligations to us, all of which could increase our bad debts
and/or write-offs of amounts due to us.

Our manufacturing process requires our labourers to work under potentially dangerous circumstances.
In the event of any accidents, our Company may be held liable for damages and penalties which may
impact the financials of our Company.

Our employees/labour may be required to work under potentially dangerous circumstances in the operation
of our manufacturing unit associated with the handling, storage, movement and production of our Products,
as well as accidents such as fire and explosions. Any mishandling of our equipment and machineries could
also lead to serious and sometimes fatal accidents. These accidents can cause personal injury and loss of
life, severe damage to and destruction of property and equipment, environmental damage and may result in
the suspension of operations and the imposition of civil and criminal liabilities. Liabilities incurred as a
result of these events have the potential to adversely impact our financial position and reputation. Events
like these could result in liabilities, or adversely affect our reputation with suppliers, customers, regulators,
employees and the public, which could in turn affect our financial condition and business performance.

Information relating to the historical installed capacities of our manufacturing unit located in Kutch,
Gujarat included in this Prospectus may be based on certain assumptions and estimates by the chartered
engineer verifying such information and future production and capacity utilisation may vary.

Information relating to our installed capacities and the historical capacity utilisation of our manufacturing
unit located in Kutch, Gujarat included in this Prospectus may be based on certain assumptions and
estimates, including assumptions relating to availability and quality of raw materials and assumptions
relating to potential utilization levels and operational efficiencies. While we have obtained a certificate
dated March 25, 2022 from Rajesh Panjwani, chartered engineer, in relation to such capacities and actual
production levels, future capacity utilisation rates may vary significantly from the estimated production
capacities of our production facility and historical capacity utilisation rates. In addition, capacity utilisation
is calculated differently in different countries, industries and for the kinds of products we manufacture.
Actual utilisation rates may differ significantly from the estimated installed capacities or historical
estimated capacity utilization information of our facilities. If we are unable to fully utilize our installed
capacities in the future, there could be a negative impact on our cost and profitability and thereby adversely
affecting our financial condition. Undue reliance should therefore not be placed on our installed capacity or
historical estimated capacity utilisation information for our existing facilities included in this Prospectus.

52
56.

57.

58.

59.

For further details of our production and capacity utilization, please see the section titled “Our Business” on
page 139.

We may be exposed to the risks of significant breaches of data security, and malfunctions or disruptions
of information technology systems.

We have deployed information technology systems and accounting system to support our business
processes, including sales, order processing, production, procurement, inventory management, quality
control, product costing, human resources, distribution and finance. Although, we are not dependent on any
third-party storage facility to protect the confidentiality of our business data, we have installed (i) Fortinet
network firewall to protect our data from a potential malware or data breach, and (ii) Network Attached
Storage (NAS) server of 4TB capacity for in-house storage and backup of the data. These technology
initiatives are intended to increase productivity and operating efficiencies, they may not achieve such
intended results. These systems may be potentially vulnerable to data security breaches, whether by
employees or others, which may result in unauthorized persons getting access to sensitive data. Such data
security breaches could lead to the loss of and the data related to our Products and other proprietary
information could be compromised. These systems are also susceptible to outages due to fire, floods,
earthquakes, power loss, telecommunications failures, natural disasters, computer viruses or malware,
break-ins and similar events. Effective response to such disruptions or malfunctions shall require effort and
diligence on the part of our third-party distribution partners and employees to avoid any adverse effect to
our information technology systems.

A shortage or unavailability of electricity or water could affect our manufacturing operations and have
an adverse effect on our business, results of operations and financial condition

Our manufacturing operations require continuous supply of electricity. for which we depend on state board
electricity supply. For the Manufacturing Facility, we have a connected load of 475 KVA from Paschim
Gujarat Vij Company Limited. Further, we have a power backup at our Manufacturing Facility through a
DG set with a capacity of 200 KVA supporting our critical manufacturing operations. Any shortage or non-
availability of electricity or failure of the state electricity grid could delay our operations at the
Manufacturing Facility which may consequently adversely affect our delivery timelines to our customers.
Any such delay may have an adverse effect on our business, results of operations and financial condition.

Further, we require regular water supply for our manufacturing processes which is currently being sourced
from private water tanker suppliers. Although, we have not witnessed any major shortfall in supply of
water, we do not have long-term supply arrangements with these suppliers, and there can be no assurance
that we shall be able to secure our water requirements through these suppliers in a timely manner or at all.
Any shortage or non-availability water supply could delay our operations at the Manufacturing Facility
which may consequently adversely affect our delivery timelines to our customers. Any such delay may have
an adverse effect on our business, results of operations and financial condition.

If we are subject to any frauds, theft, or embezzlement by our employees, contractors and customers, it
could adversely affect our reputation, results of operations and financial condition.

Our operations may be subject to incidents of theft, prior to or during stocking. We may also encounter
some inventory loss on account of employee/contractor/vendor fraud, theft, or embezzlement. Although, we
have set up various security measures, including CCTV at our Manufacturing Facility, deployment of
security guards and operational processes, such as periodic stock taking, there can be no assurance that we
shall not experience any fraud, theft, employee negligence, loss in transit or similar incidents in the future,
which could adversely affect our reputation, results of operations and financial condition.

Our Statutory Auditors have included certain emphasis of matters in our Restated Financial
Information.

Our Statutory Auditors have included certain emphasis of matters in our Restated Financial Information
with respect to the uncertainty relating to the effects of the COVID-19 pandemic on Company’s operations
and other related matters. The opinion of our auditors is not modified in respect of these matters and while
these emphasis of matters do not require any adjustments to the Restated Financial Information, there is no
assurance that our audit reports for any future fiscal periods will not contain qualifications, adverse
remarks, matters of emphasis or other observations which could subject us to additional liabilities due to

53
60.

61,

62.

which our reputation and financial condition may be adversely affected. For further information, see
“Financial Information” on page 194 of this RHP.

Some of our Group Companies have incurred losses during recent financial years.

Some of our Group Companies have incurred losses in the recent financial years. The following table sets
forth details of these losses suffered in the financial years 2021, 2020 and 2019:

Name of /Group Financial Year 2021 Financial Year 2020 Financial Year
Company @ million) @ million) 2019 @ million)
Ambaji Imports Private .
ached (9.22) (29.08) (15.68)
Sunshine Liquid Storage (4.32) (41.00) (39.20)

Private Limited

We cannot assure you we, or our Group Companies, shall not make losses in the future, which may have an
adverse impact on our reputation and business.

Our Company has entered into exclusive distributorship agreements with certain distributors overseas
and may continue to do so in the future. Such commercial arrangements expose us to various kinds of
risks that could impact our profit margins and results of operations.

We have entered into an exclusive distributorship arrangement with one of our overseas distributors for the
purposes of distribution of our manufactured products. Such an exclusive agreement may restrain the
Company from exploring and leveraging opportunities from other distributors in a specific location, and
may force us to pay a price that is higher than the prevailing market price for distribution services, which
may negatively impact our cash flows and results of operations. Further, the agreement provides that the
said distributor shall have the sole authority to determine the prices of our Products in its territory. Such
right may lead us to lose out on revenue in case the said distributor’s pricing strategy for the relevant
territory is not optimum or leads to the sale of our Products in that territory at a price below the prevailing
market rate. Further, risks relating to the product shall pass on to the said distributor only once the goods
arrive at its local port. Although we have an insurance coverage for risks for goods in transit, there can be
no assurance that the said insurance coverage shall be adequate to cover the potential losses due to any
loss/damage to goods during the transit. In such a case, our profits and results of operations could be
adversely affected.

In consonance with our strategy to further penetrate our business operations in the international markets by
way of expansion of our sales and distribution operations, we may enter into such arrangements in the
future that may have equivalent or even more stringent terms than the existing contractual agreements.
Further, considering that we are in an expansion stage and would be new to such overseas territories, our
negotiating power may be comparatively restricted as compared to such overseas distributors which may
not result in the best possible commercial terms being determined in our favour and we may need to incur
losses for an uncertain period to competitively position our Products in such international markets. Further,
we may take considerable time to establish our credentials and reputation in such markets during which our
local competitors with established history of operations shall be at a relatively advantageous position to
capture the market. Despite execution of such distribution agreements, there can be no assurance that we
shall be able to penetrate such markets in a timely manner or at all. In case of failure to do so, along with
any adverse publicity involving our brand, our Products, or us in such territories, may impair our reputation,
dilute the impact of our branding and marketing initiatives including digital/social media marketing and
adversely affect our business and our prospects.

The objects of the Issue for which funds have been raised and proposed deployment of the Net Proceeds
of the Issue have not been appraised by a bank or a financial institution. The deployment of funds is
entirely at the discretion of our management and as per the details mentioned in the section titled
“Ohbjects of the Issue”. Any revision in the estimates may require us to reschedule our expenditure and
may have a bearing on our expected revenues and earnings. Further, if there are any delays or cost
overruns, our business, financial condition and results of operations may be adversely affected.

We intend to utilise the Net Proceeds of the Issue as set forth in “Objects of the Issue” on page 90. The

funding requirements mentioned for the objects of the Issue are purely based on internal management
estimates, and have not been appraised by any bank or financial institution. They are based on current

54
63.

conditions and is subject to change in light of changes in external circumstances such as financial and
market conditions, business and strategy, competition, negotiation with suppliers, variation in cost estimates
on account of factors, including changes in design or configuration of the equipment due to variation in
prices which may not be within the control of our management. Our actual expenditure may exceed our
internal estimates which may have a bearing on our expected revenues and earnings further requiring us to
reschedule our planned expenditure. Further, the deployment of the funds towards the Objects of the Issue
is entirely at the discretion of our management. The exact amounts that shall be utilised from the Net
Proceeds towards the stated objects shall depend upon our business plans, market conditions, our Board’s
analysis of economic trends and business requirements, competitive landscape, ability to identity and
conclude inorganic acquisitions as well as general factors affecting our results of operations, financial
condition and access to capital. Further, if there are any delays or cost overruns, our business, financial
condition and results of operations may be adversely affected. Various risks and uncertainties, including
those set forth in this section, may limit or delay our efforts to use the Net Proceeds to achieve profitable
growth in our business. We may also use funds for future businesses which may have risks significantly
different from what we currently face or may expect. Accordingly, use of the Net Proceeds for purposes
identified by our management may not result in actual growth of our business, increased profitability or an
increase in the value of our business. For further details, see “Objects of the Issue” beginning on page 90.

Our Company is yet to place some orders for the plant and machinery for the proposed expansion of our
production capacity pursuant to the Objects of the Issue.

We plan to scale up our existing facility for enhancing our current production capacity and for backward
integration of manufacturing of hollow pipes utilizing the amount of 21,079.45 million proposed to be
funded for capital expenditure from the Issue Proceeds. For this purpose, we intend to install additional
latest machineries for expansion of our existing Manufacturing Facility from 600 MT per month to 1200
MT per month for ERW Pipe and from 300 MT per month to 800 MT per month for seamless pipes.

The cost of the machineries is based on the quotations received from suppliers and such quotations are
subject to change due to various factors such as, change in supplier of equipment, change in the government
regulations and policies, change in management’s view of desirability of the current plans, possible cost
overruns, etc. Since, we have not yet placed orders for some of the plant and machinery for the proposed
capacity expansion, we cannot assure that we shall be able to procure the same in a timely manner and at
the same price at which the quotations have been received. As a result, our business, financial condition,
results of operations and prospects could be materially and adversely affected.

The cost of the machineries is based on the quotations received from suppliers and such quotations are
subject to change due to various factors such as, change in supplier of equipment, change in the government
regulations and policies, change in management’s view of desirability of the current plans, possible cost
overruns, etc. We have not entered into definitive agreements with some of these vendors and there can be
no assurance that the same vendors would be engaged to eventually supply the equipment or at the same
costs. Further, as we are yet to place orders for some of our plant and machinery for the proposed capacity
expansion, we cannot assure that we shall be able to procure the same in a timely manner and at the same
price at which the quotations have been received. As a result, our business, financial condition, results of
operations and prospects could be materially and adversely affected.

Further, the quantity of equipment to be purchased is based on the present management estimates. In case
we engage with vendors other than the vendors from whom we have obtained quotations or if the quotations
obtained expire, such vendor’s estimates and actual costs for the services may differ from the current
estimates. In view of the same, we have earmarked an amount of 53.13 million towards any cost overrun
or any additional costs to be incurred for acquisition of plant and machinery. However, there can be no
assurance that such an amount shall be sufficient for covering up such additional cost and in case of such a
shortfall, we may not be in a position to purchase suitable plant and machinery for the purposes of the
proposed expansion, which may adversely affect our business, financial condition, results of operations and
future prospects.

55
65.

External Risks
Risks Related to India

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 capital markets are influenced by economic, political and market conditions in
India and globally including the volatility in the securities markets in other countries. We are dependent on
prevailing economic conditions in India and our results of operations are affected by factors influencing the
Indian economy. Further, the following external risks may have an adverse impact on our business and
results of operations, should any of them materialize:

e — increase in interest rates may adversely affect our access to capital and increase our borrowing costs,
which may constrain our ability to grow our business and operate profitably;

e downgrade of India’s sovereign debt rating by an independent agency;

¢ political instability, resulting from a change in governmental or economic and fiscal policies, may
adversely affect economic conditions in India. In recent years, India has implemented various
economic and political reforms. Reforms in relation to land acquisition policies and trade barriers have
led to increased incidents of social unrest in India over which we have no control;

e India has experienced epidemics and natural calamities such as earthquakes, tsunamis, floods, and
drought in recent years.

* contagious diseases such as the COVID-19 pandemic, the highly pathogenic H7N9, H5N1 and H1N1
strains of influenza in birds and swine. A worsening of the current COVID-19 pandemic or any similar
future outbreaks of COVID-19, avian or swine influenza or a similar contagious disease could
adversely affect the Indian economy and economic activity in the region.

Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy,
could adversely affect our business, results of operations and financial condition and the price of the Equity
Shares. Our performance and the growth of our business depend on the overall performance of the Indian
economy as well as the economies of the regional markets in which we operate.

Further, conditions outside India, such as slowdowns in the economic growth of other countries, could have
an impact on the growth of the Indian economy and government policy may change in response to such
conditions. The Indian economy and financial markets are also significantly influenced by worldwide
economic, financial and market conditions. Any financial turmoil, especially in the United States, Europe or
China or Asian emerging market countries, may have an impact on the Indian economy. Although
economic conditions differ in each country, investors’ reactions to any significant developments in one
country can have adverse effects on the financial and market conditions in other countries. A loss of
investor confidence in the financial systems, particularly in other emerging markets, may cause increased
volatility in Indian financial markets, and could have an adverse effect on our business, financial condition
and results of operations and the price of the Equity Shares.

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

The regulatory and policy environment in which we operate is evolving and subject to change. Such
changes, including the instances mentioned below, may adversely affect our business, results of operations
and prospects, to the extent that we are unable to suitably respond to and comply with any such changes in
applicable law and policy. For example:

e the GAAR 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. If the GAAR
provisions are made applicable to our Company, it may have an adverse tax impact on us; and

56
66.

e the Government of India has implemented a comprehensive national GST regime that combines taxes
and levies by the Central and State Governments into a unified rate structure. In this regard, the
Constitution (One hundred and first Amendment) Act, 2016 enables the Government of India and state
governments to introduce GST. Any future increases or amendments may affect the overall tax
efficiency of companies operating in India and may result in significant additional taxes becoming
payable. If, as a result of a particular tax risk materializing, the tax costs associated with certain
transactions are greater than anticipated, it could affect the profitability of such transactions.

Unfavourable changes in or interpretations of existing, or the promulgation of new, laws, rules and
regulations including foreign investment and stamp duty laws governing our business and operations could
result in us being deemed to be in contravention of such laws and may require us to apply for additional
approvals. 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
application, 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 business or
restrict our ability to grow our businesses in the future.

We may be affected by competition law in India and any adverse application or interpretation of the
Competition Act could in turn adversely affect our business.

The Competition Act, 2002, as amended (“Competition Act”), regulates practices having an appreciable
adverse effect on competition in the relevant market in India and was enacted for the purpose of preventing
practices that have or are likely to have an adverse effect on competition in India and has mandated the
Competition Commission of India (“CCI”) to prevent such practices. Under the Competition Act, any
formal or informal arrangement, understanding or action in concert, which causes or is likely to cause an
appreciable adverse effect on competition is considered void and results in the imposition of substantial
monetary penalties. Further, any agreement among competitors which directly or indirectly: (i) involves the
determination of purchase or sale prices, limits or controls production, supply, markets, technical
development, investment or provision of services; (ii) shares the market or source of production or
provision of services by way of allocation of geographical area, type of goods or services or number of
customers in the relevant market; or (iii) directly or indirectly results in bid-rigging or collusive bidding is
presumed to have an appreciable adverse effect on competition. The Competition Act also prohibits abuse
of a dominant position by any enterprise. On March 4, 2011, the Gol notified and brought into force the
combination regulation (merger control) provisions under the Competition Act with effect from June 1,
2011. These provisions require acquisitions of shares, voting rights, assets or control or mergers or
amalgamations that cross the prescribed asset and turnover based thresholds to be mandatorily notified to,
and pre-approved by, the CCI. Additionally, on May 11, 2011, the CCI issued the Competition Commission
of India (Procedure for Transaction of Business Relating to Combinations) Regulations, 2011, as amended,
which sets out the mechanism for implementation of the merger control regime in India. The Competition
Act aims to, among others, prohibit all agreements and transactions which may have an appreciable adverse
effect on competition in India. Further, the CCI, has extra-territorial powers and can investigate any
agreements, abusive conduct or combination occurring outside India if such agreement, conduct or
combination has an appreciable adverse effect on competition in India. Further, if it is proved that any
contravention committed by a company took place with the consent or connivance or is attributable to any
neglect on the part of, any director, manager, secretary or other officer of such company, that person shall
be guilty of the contravention and may be punished. It is unclear as to how the Competition Act and the
CCI shall affect the business environment in India.

In the event that we enter into any agreements or transactions that are held to have an appreciable adverse
effect on competition in the relevant market in India, the provisions of the Competition Act shall be
applicable. Any prohibition or substantial penalties levied under the Competition Act in addition to any
enforcement proceedings initiated by CCI for alleged violation of provisions of the Competition Act may
materially and adversely affect our financial condition, cash flows and results of operations. Consequently,
all agreements entered into by us may be subject to the provisions of the Competition Act and we are
unable to predict the impact of the provisions of the Competition Act on such agreements. We cannot assure
you that we shall be able to obtain approval for any future acquisitions on satisfactory terms, or at all. If we
are affected directly or indirectly by the application or interpretation of any provision of the Competition
Act or any proceedings initiated by the CCI or any other relevant authority (or any other claim by any other

57
67.

68.

69.

party under the Competition Act) or any adverse publicity that may be generated due to scrutiny or
prosecution under the Competition Act, including by way of financial penalties, our reputation may also be
materially and adversely affected. We are not currently party to any outstanding proceedings, nor have we
received notice in relation to non-compliance with the Competition Act or the agreements entered into by
us.

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

The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis, tornadoes,
fires, explosions, pandemic and man-made disasters, including acts of terrorism and military actions, could
adversely affect our results of operations, cash flows or financial condition. Terrorist attacks and other acts
of violence or war may adversely affect the Indian securities markets. In addition, any deterioration in
international relations, especially between India and its neighbouring countries, may result in investor
concern regarding regional stability which could adversely affect the price of the Equity Shares. In addition,
India has witnessed local civil disturbances in recent years and it is possible that future civil unrest as well
as other adverse social, economic or political events in India could have an adverse effect on our business.
Such incidents could also create a greater perception that investment in Indian companies involves a higher
degree of risk and could have an adverse effect on our business and the market price of the Equity Shares.

Delay / obstruction of trading routes may disrupt the sale of our Products and purchase of raw material
from our suppliers.

The sale of our Products and purchase of raw material is routed through various trade routes in the high seas
and is thereby subject to extraneous conditions beyond our control. For instance, during the obstruction of
the Suez Canal in March, 2021, the sale of our Products to our customers were delayed as a result of the
obstruction. While such obstruction is not usual and they caused as a result thereto was minor, there can be
no assurance that such obstruction may never occur in the future causing delay in the sale of our Products,
and purchase of raw material from our suppliers.

Investors may not be able to enforce a judgment of a foreign court against our Company outside India.

Our Company is incorporated under the laws of India. Our Company’s assets are located in India and all of
our Company’s Directors and Key Managerial Personnel are residents of 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 against them judgments obtained in courts outside India. Moreover, 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 Indian public policy.

India has reciprocal recognition and enforcement of judgments in civil and commercial matters with a
limited number of jurisdictions, which includes, the United Kingdom, Singapore and Hong Kong. A
judgment from certain specified courts located in a jurisdiction with reciprocity must meet certain
requirements of the Civil Code. The United States and India do not currently have a treaty providing for
reciprocal recognition and enforcement of judgments in civil and commercial matters. Therefore, a final
judgment for the payment of money rendered by any federal or state court in a non-reciprocating territory,
such as the United States, for civil liability, whether or not predicated solely upon the general securities
laws of the United States, would not be enforceable in India under the Civil Code as a decree of an Indian
court.

The United Kingdom, Singapore and Hong Kong have been declared by the Government of India to be
reciprocating territories for purposes of Section 44A of the Civil Code. A judgment of a court of a country
which is not a reciprocating territory may be enforced in India only by a suit on the judgment under Section
13 of the Civil Code, and not by proceedings in execution. Section 13 of the Civil Code provides that
foreign judgments shall be conclusive regarding any matter directly adjudicated on except (i) where the
judgment has not been pronounced by a court of competent jurisdiction, (ii) where the judgment has not
been given on the merits of the case, (iii) where it appears on the face of the proceedings that the judgment
is founded on an incorrect view of international law or refusal to recognize the law of India in cases to
which such law is applicable, (iv) where the proceedings in which the judgment was obtained were opposed

58
70.

71.

to natural justice, (v) where the judgment has been obtained by fraud or (vi) where the judgment sustains a
claim founded on a breach of any law then in force in India. Under the Civil Code, a court in India shall, on
the production of any document purporting to be a certified copy of a foreign judgment, presume that the
judgment was pronounced by a court of competent jurisdiction, unless the contrary appears on record. The
Civil Code only permits the enforcement of monetary decrees, 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 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 enforceable in India. Even if an investor obtained a judgment in such a jurisdiction against us,
our officers or directors, it may be required to institute a new proceeding in India and obtain a decree from
an Indian court.

However, the party in whose favor such final judgment is rendered may bring a new suit in a competent
court in India based on a final judgment that has been obtained in the United States or other such
jurisdiction within three years of obtaining such final judgment. It is unlikely that an Indian court would
award damages on the same basis as a foreign court if an action is brought in India. Moreover, it is unlikely
that an Indian court would award damages to the extent awarded in a final judgment rendered outside India
if it believes that the amount of damages awarded were excessive or inconsistent with Indian practice. In
addition, any person seeking to enforce a foreign judgment in India is required to obtain the prior approval
of the RBI to repatriate any amount recovered.

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.

Foreign ownership of Indian securities is subject to Government regulation. Under foreign exchange
regulations currently in force in India, transfer of shares between non-residents and residents are freely
permitted (subject to compliance with sectoral norms and certain other 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 and
does not fall under any of the exceptions specified by the RBI, then the RBI’s prior approval shall be
required. Further, unless specifically restricted, foreign investment is freely permitted in all sectors of the
Indian economy up to any extent and without any prior approvals, but the foreign investor is required to
follow certain prescribed procedures for making such investment. The RBI and the concerned
ministries/departments are responsible for granting approval for foreign investment. 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. As provided in the foreign exchange controls currently in effect in India, the
RBI has provided that the price at which the Equity Shares are transferred be calculated in accordance with
internationally accepted pricing methodology for the valuation of shares at an arm’s length basis, and a
higher (or lower, as applicable) price per share may not be permitted. Further, pursuant to Press Note No. 3
(2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange Management (Non-debt
Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any investment,
subscription, purchase or sale of equity instruments by entities of a country which shares a 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, can only be made through Government approval route, as prescribed in the Consolidated FDI
Policy and the FEMA Rules. These investment restrictions shall also apply to subscribers of offshore
derivative instruments. We cannot assure you that any required approval from the RBI or any other
governmental agency can be obtained on any particular term or at all. For further details, see “Restrictions
on Foreign Ownership of Indian Securities” on page 329.

Significant differences exist between Indian Accounting Standards (“Ind AS”) and other accounting
principles, such as the Generally accepted accounting principles of the United States of America (“US
GAAP”) and the International Financial Reporting Standards (“IFRS”), which may be material to
investors’ assessments of our financial condition.

The financial statements included in this Prospectus have been prepared in accordance with Ind AS. We
have not attempted to quantify the impact of US GAAP or IFRS on the financial data included in this
Prospectus, nor do we provide a reconciliation of our financial statements to those of US GAAP or IFRS.
US GAAP and IFRS differ in significant respects from Ind AS. Accordingly, the degree to which the Ind

59
72.

73.

74.

AS financial statements, which are restated as per the SEBI ICDR Regulations included in this Prospectus,
shall provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian
accounting practices. Any reliance by persons not familiar with Indian accounting practices on the financial
disclosures presented in this Prospectus should be limited accordingly.

Rights of shareholders under Indian laws may differ to those 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 similar to the
shareholders’ rights under the laws of other countries or jurisdictions.

Risks Related to the Issue

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

The Issue Price of the Equity Shares shall be determined by us in consultation with the BRLM, and through
the Book Building Process. This price shall be based on numerous factors, as described under “Basis for
Issue Price” on page 105 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 Issue Price. We cannot assure you that the investor shall be able to resell their Equity
Shares at or above the Issue Price.

The Equity Shares have never been publicly traded, and, after the Issue, the Equity Shares may
experience price and volume fluctuations, and an active trading market for the Equity Shares may not
develop.

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 shall develop, or if developed, the liquidity of such market for
the Equity Shares. The Issue Price of the Equity Shares is proposed to be determined through a book-
building process and shall be based on numerous factors, as described in the section “Basis for Issue Price”
on page 105. This price may not necessarily be indicative of the market price of the Equity Shares at the
time of commencement of trading of the Equity Shares or at any time thereafter. You may not be able to re-
sell your Equity Shares at or above the Issue Price and may as a result lose all or part of your investment.

Our Equity Shares are expected to trade on NSE and BSE after the Issue, but there can be no assurance that
active trading in our Equity Shares shall develop after the Issue, or if such trading develops that it shall
continue. The Bidders may not be able to sell our Equity Shares at the quoted price if there is no active
trading in our Equity Shares.

There has been significant volatility in the Indian stock markets in the recent past, and the trading price of
our Equity Shares after this Issue may be subject to significant fluctuations as a result of market volatility or
due to various internal or external risks, including but not limited to those described in this Prospectus. The
market price of our Equity Shares may be influenced by many factors, some of which are beyond our
control, including:

© Our financial condition, results of operations and cash flows

e — The history and prospects for our business

e An assessment of our management, our past and present operations and the prospects for as well as
timing of our future revenues and cost structures

The valuation of publicly traded companies that are engaged in business activities similar to ours
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

e  Achange in research analysts’ recommendations

60
75.

76.

77.

e Announcements by us or our competitors of significant acquisitions, strategic alliances, joint operations
or capital commitments

Announcements of significant claims or proceedings against us

New laws and government regulations that directly or indirectly affecting our business

Additions or departures of Key Management Personnel changes in the interest rates

Fluctuations in stock market prices and volume

General economic conditions

The Indian stock markets have, from time to time, experienced significant price and volume fluctuations
that have affected market prices for the securities of Indian companies. As a result, investors in our Equity
Shares may experience a decrease in the value of our Equity Shares regardless of our financial performance
or prospects. A decrease in the market price of our Equity Shares could cause you to lose some or all of
your investment.

Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse
effect on the value of our Equity Shares, independent of our operating results.

On listing, our Equity Shares shall be quoted in Indian Rupees on the Stock Exchanges. Any dividends in
respect of our Equity Shares shall also be paid in Indian Rupees and subsequently converted into the
relevant foreign currency for repatriation, if required. Any adverse movement in currency exchange rates
during the time that it takes to undertake such conversion may reduce the net dividend to foreign investors
(if any). In addition, any adverse movement in currency exchange rates during a delay in repatriating
outside India the proceeds from a sale of Equity Shares, for example, because of a delay in regulatory
approvals that may be required for the sale of Equity Shares may reduce the proceeds received by Equity
Shareholders. For example, the exchange rate between the Rupee and the U.S. dollar has fluctuated in
recent years and may continue to fluctuate substantially in the future, which may have an adverse effect on
the returns on our Equity Shares, independent of our operating results.

The Equity Shares subscribed in this Issue may not be able to be immediately sold on any Indian Stock
Exchange.

The Equity Shares shall be listed on the Stock Exchanges. Pursuant to the applicable Indian laws and
practice, permission for listing of the Equity Shares shall not be granted till the Equity Shares in this Issue
have been issued and allotted and all relevant documents are submitted to the Stock Exchanges. Further,
certain actions must be completed prior to the commencement of listing and trading of the Equity Shares
such as the Investor’s book entry or “demat’ accounts with the depository participants in India, expected to
be credited within one Working Day of the date on which the Basis of Allotment is finalised with the
Designated Stock Exchange. In addition, the Allotment of Equity Shares in the Issue and the credit of such
Equity Shares to the applicant’s demat account with the depository participant could take approximately
five Working Days from the Bid/Issue Closing Date and trading in Equity Shares upon receipt of listing and
trading approval from the Stock Exchanges, trading of Equity Shares is expected to commence within six
Working Days from Bid/ Issue Closing Date. Any failure or delay in obtaining the approval or otherwise
commence trading in Equity Shares would restrict your ability to dispose of your Equity Shares. There can
be no assurance you that the Equity Shares shall be credited to investor’s demat accounts or that trading in
the Equity Shares shall commence in a timely manner (as specified herein) or at all. We could also be
required to pay interest at the applicable rates if the allotment is not made, refund orders are not dispatched
or demat credits are not made to investors within the prescribed time periods.

There is no assurance that our Equity Shares shall remain listed on the stock exchange.

Although it is currently intended that the Equity Shares shall remain listed on the Stock Exchanges, there is
no guarantee of the continued listing of the Equity Shares. Among other factors, we may not continue to
satisfy the listing requirements of the Stock Exchanges. Accordingly, Shareholders shall not be able to sell
their Equity Shares through trading on the Stock Exchanges if the Equity Shares are no longer listed on the
Stock Exchange.

61
78. Any future issuance of Equity Shares, or convertible securities or other equity-linked securities by us
may dilute your shareholding and the sale of Equity Shares by the Promoters may adversely affect the
trading price of the Equity Shares.

We may be required to finance our growth, whether organic or inorganic, through future equity offerings.
Any future issuance of the Equity Shares, convertible securities or securities linked to the Equity Shares by
us, including through exercise of employee stock options under an employee benefit scheme may lead to
dilution of your shareholding in our Company. Any future equity issuances by us (including under an
employee benefit scheme) or disposal of our Equity Shares by the Promoters or any of our other principal
shareholders or any other change in our shareholding structure to comply with the minimum public
shareholding norms applicable to listed companies in India or any public perception regarding such
issuance or sales may adversely affect the trading price of the Equity Shares, which may lead to other
adverse consequences including difficulty in raising capital through offering of our equity shares or
incurring additional debt.

Except as disclosed in “Capital Structure” beginning on page 78, there can be no assurance that we shall
not issue further Equity Shares or that our existing shareholders including our Promoters shall not dispose
of further Equity Shares after the completion of the Issue (subject to compliance with the lock-in provisions
under the SEBI ICDR Regulations) or pledge or encumber their Equity Shares. Any future issuances could
also dilute the value of shareholder’s investment in the Equity Shares and adversely affect the trading price
of our Equity Shares. Such securities may also be issued at prices below the Issue Price. We may also issue
convertible debt securities to finance our future growth or fund our business activities. In addition, any
perception by investors that such issuances or sales might occur could also affect the trading price of the
Equity Shares.

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

Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity
shares in an Indian company are generally taxable in India. The Income Tax Act levies taxes on such long-
term capital gains exceeding 100,000 arising from sale of equity shares on or after April 1, 2018, while
continuing to exempt the unrealised capital gains earned up to January 31, 2018 on such equity shares
subject to specific conditions. Accordingly, you may be subject to payment of long-term capital gains tax in
India, in addition to payment of a securities transaction tax (“STT”), on the sale of any Equity Shares held
for more than 12 months. STT shall be levied on and collected by an Indian stock exchange on which the
Equity Shares are sold.

Further, any gain realised on the sale of listed equity shares held for a period of 12 months or less shall be
subject to short term capital gains tax in India. Capital gains arising from the sale of the Equity Shares shall
be exempt from taxation in India in cases where the exemption from taxation in India is provided under a
treaty between India and the country of which the seller is resident. Generally, Indian tax treaties do not
limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for
tax in India as well as in their own jurisdiction on a gain upon the sale of the Equity Shares.

The Finance Act, 2019, had clarified that in the absence of a specific provision under an agreement, the
buyer shall be liable to pay stamp duty in case of sale of securities through stock exchanges, and the
transferor shall be liable to pay stamp duty in case of transfer for consideration through a depository. 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. These provisions have been
notified with effect from July 1, 2020. The Government of India had announced the union budget for
financial year 2022 and the Finance Act, 2021 received assent from the President of India on March 28,
2021 and was made effective from April 1, 2021. There is no certainty on the impact that the Finance Act,
2021 may have on our business and operations or in the industry we operate in.

62
80. Qualified Institutional Buyers and Non-Institutional Bidders 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
and the Retail Individual Bidders are not permitted to withdraw their Bids after the Bid/Issue Closing
Date.

Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are required to block the Bid
amount on the submission of the Bid and 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. Similarly, RIBs can revise or
withdraw their Bids at any time during the Bid/Issue Period and until the Bid/Issue Closing Date, but not
thereafter. While our Company is required to complete all necessary formalities for listing and
commencement of trading of the Equity Shares on all the 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 SEBI, events affecting the Bidders’ 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. Our Company may complete the Allotment of the
Equity Shares even if such events occur, and such events limit the Bidders’ ability to sell the Equity Shares
Allotted pursuant to the Issue or cause the trading price of the Equity Shares to decline on listing.
Therefore, QIBs and Non-Institutional Bidders shall not be able to withdraw or lower their bids following
adverse developments in international or national monetary policy, financial, political or economic
conditions, our business, results of operations, cash flows or otherwise between the dates of submission of
their Bids and Allotment.

63
SECTION III - INTRODUCTION

THE ISSUE
The following table summarises the Issue details:
Issue of Equity Shares 5,074,100 Equity Shares* aggregating up to 2% 1,654.16
million
The Issue consists of:
A. QIB Portion Not more than 2,537,050 Equity Shares* aggregating up to &
827.08million
of which:
Anchor Investor Portion Up to 1,522,186 Equity Shares* aggregating up to % 496.23
million

Net QIB Portion (assuming Anchor Investor 1,014,864 Equity Shares*

Portion is fully subscribed)

of which:
Mutual Fund Portion (5% of the Net QIB 50,743 Equity Shares* aggregating up to % 16.54 million
Portion)
Balance of Net QUB Portion for all QIBs 964,121 Equity Shares* aggregating up to & 314.30 million
including Mutual Funds

B. Non-Institutional Portion Not less than 761,115 Equity Shares* aggregating up to
2248.13 million

C. Retail Portion Not less than 1,775,935 Equity Shares* aggregating up to &
578.95 million

Pre and post-Issue Equity Shares

Equity Shares outstanding prior to the Issue 15,222,010 Equity Shares*
Equity Shares outstanding after the Issue 20,296,110 Equity Shares *
Use of Net Proceeds of this Issue See “Objects of the Issue” on page 90 for information about the

use of the proceeds from the Issue.
*Subject to finalization of Basis of Allotment

Notes:

e Our Board has authorised the Issue, pursuant to its resolution dated October 21, 2021. Our Shareholders
have authorised the Issue pursuant to their resolution dated November 22, 2021.

e Our Company may, in consultation with the BRLM, allocated up to 60% of the QIB Portion to Anchor
Investors on a discretionary basis in accordance with the SEBI ICDR Regulations. One-third of the Anchor
Investor Portion was reserved for domestic Mutual Funds, subject to valid Bids being received from
domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription
in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion were shall be
added to the QIB Portion. 5% of the QIB Portion (excluding the Anchor Investor Portion) was made
available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the QIB
Portion (excluding the Anchor Investor Portion) was made available for allocation on a proportionate basis
to all QIB Bidders, including Mutual Funds, subject to valid bids having been received at or above the
Issue Price. In the event the aggregate demand from Mutual Funds was less than as specified above, the
balance Equity Shares available for Allotment in the Mutual Fund Portion were be added to the QIB Portion
and allocated proportionately to the QIB Bidders (other than Anchor Investors) in proportion to their Bids.
For further details, see “Issue Procedure” on page 312.

e The Equity Shares available for Allocation to Non-Institutional Bidders under the Non-Institutional Portion,
‘was subject to the following: (i) one-third of the portion available to Non-Institutional Bidders was reserved
for applicants with an application size of more than 2 0.2 million and up to 2 1.0 million; and (ii) two-third
of the portion available to Non-Institutional Bidders was reserved for applicants with application size of

64
more than 2 1.0 million, and the unsubscribed portion in either of the subcategories specified above was
allocated to applicants in the other sub-category of Non-Institutional Bidders. The allocation to each Non-
Institutional Bidder was not be less than the Minimum NIB Application Size, subject to availability of
Equity Shares in the Non- Institutional Portion and the remaining available Equity Shares, if any, shall be
allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule
XIII of the SEBI ICDR Regulations.

Allocation to Bidders in all categories, except the Retail Portion, Non-Institutional Portion and Anchor
Investor Portion, if any, was made on a proportionate basis, subject to valid Bids received at or above the
Issue Price. The Allocation to each Retail Individual Investor was not be less than the minimum Bid lot,
subject to availability of Equity Shares in Retail Portion, and the remaining available Equity Shares, if any,
was Allocated on a proportionate basis. For further details, see “Issue Procedure” on page 312.

Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in any category,
except in the QIB Portion, was allowed to be met with spill over from any other category or combination of
combination of categories at the discretion of our Company, in consultation with the BRLM and the
Designated Stock Exchange. In case of under-subscription in the Issue, Equity Shares were allocated in the
manner specified in the section “Terms of the Issue” on page 304.

65
SUMMARY OF FINANCIAL INFORMATION
The following tables set forth summary financial information derived from our Restated Financial Information

as of and for the nine months ended December 31, 2021, Fiscal Years ended March 31, 2021, March 31, 2020
and March 31, 2019.

The summary financial information presented below should be read in conjunction with “Restated Financial
Statements” and “Management's Discussion and Analysis of Financial Condition and Results of Operations” on
pages 194 and 253, respectively.

[Remainder of this page has intentionally been left blank]

66
IL.

Restated Statement of Assets and Liabilities

@ in Million)

  

 

As at As at
Particulars December March 31,
31, 2021 2021
ASSETS
Non-current assets
(a) Property, Plant and Equipment & Intangible
Assets
(i) Property, Plant and Equipment 212.08 195.26
(ii) Intangible Assets 1.12 0.70
(iii) Capital Work in Progress 46.79 a
(b) Financial Assets
(i) Other Non Current Financial Assets 16.39 13.18
276.38 209.14
Current assets
(a) Inventories 861.02 441.80
(b) Financial assets
(i) Trade Receivables 742.13 450.69
(ii) Cash and Cash Equivalents 0.39 0.69
(iii) Bank balances other than (ii) above 72.85 43.86
(iv) Other Current Financial Assets #22 25.57
(©) Other Current Assets 502.87 203.64
2,186.38 1,166.25
Total Assets 2,462.76 1,375.39
EQUITY AND LIABILITIES
Equity
(a) Equity Share Capital 152.22 87.33
(b) Other Equity 1,052.60 311.99
1,204.82 399.31
Liabilities
Non-current liabilities
(a) Financial liabilities
(i) Borrowings 163.16 184.89
(ii) Lease Liabilities 2.55 3.17
(b) Provisions 217
(©) Deferred Tax Liabilities (Net) 6.61 4.29
175.17 194.50
Current liabilities
(a) Financial liabilities
(i) Borrowings 336.90 190.13
(ii) Lease Liabilities 0.81 0.74
(iii) Trade payables
- Total outstanding dues to Micro Enterprise & 8.89 .
Small Enterprise
- Total outstanding dues of Creditors other than e
Micro Enterprise & Small Enterprise Big08 eke
(iv) Other Financial Liabilities 0.57 1.36
(b) Provisions 0.07 0.04
(©) Current-Tax Liabilities (Net) 155.30 102.75
(@) Other current liabilities 65.18 62.34
1,082.77 781.57
Total Equity and Liabilities 2,462.76 1,375.39

67

Asat Asat
March 31, March 31,

2020 2019
122.14 97.69
0.62 =
32.05 =
20.46 2.55
175.27 100.24
442.76 361.67
307.46 216.29
3.50 2.84
50.04 15.19
0.12 10.88
92.76 84.12
896.64 690.99
1,071.91 791.23,
87.33 87.33
75.43 34.41
162.76 121.74
185.85 144.01
3.90 -
1.60 0.71
9.27 1.64
200.62 146.36
240.26 150.18
0.65 =
413.00 324.56
0.32 0.52
0.02 0.01
23.76 18.87
30.52 28.99
708.53 523.13,
1,071.91 791.23
RwnNe

10

11

a

Restated Statement of Profit and Loss

Particulars

Revenue from operations
Other Income
Total Income (1+2)
Expenses
(a) Cost of materials consumed
(b) Purchase of Stock in Trade
(©) Changes in inventories of
finished goods & work-in- progress

(d) Employee benefits expense
(e) Finance Cost
(f) Depreciation and amortization expense
(g) Other expenses
Total expenses
Profit \ (Loss) before exceptional items and
tax (3-4)
Exceptional items
Profit \ (Loss) before tax (5-6)
Tax expense:
(a) Current tax expense
(b) Deferred tax
(c) Earlier Year Tax Adjustments
Profit \ (Loss) for the period (7-8)
Other comprehensive income
(i) Items that will not be reclassified to Profit
/ (Loss)
- Actuarial Gain / (Loss) on defined
benefit Plan
- Deferred Tax on above
Total Comprehensive income for the
period (9+10)
Earnings per share (Face Value of > 10/-
each):
Before Bonus Issue
(a) Basic (in*)
(b) Diluted (in >)
Post Bonus Issue

(a) Basic (in *)

(b) Diluted (in*)

For nine
months
period ended
December
31, 2021

2,767.69
15.11
2,782.80

2,574.70
64.55
(367.38)
42.17
42.61
10.58

98.53
2,465.76

317.04

317.04

78.81
2.28

235.95

0.16

(0.04)
236.07

15.50
15.50

15.50
15.50

68

For Year
ended
March 31,
2021

3,093.31
27.00
3,120.31

2,107.38
524.67

(17.27)

32.00
55.61
9.65
98.76
2,810.80

309.51

309.51

78.25
(6.46)
1,39
236.32

0.31
(0.08)
236.56

27.06
27.06

18.04
18.04

For Year
ended
March 31,
2020

1,778.08
15.14
1,793.22

1,587.91
66.10

(84.15)
26.69
45.54
21.10

65.17
1,728.35

64.86

64.86

15.30
771
0.57

41.28

(0.34)
0.09

41.02

4.73
4.73

3.15,
3.15

(@in Million)

For Year ended
March 31, 2019

1,187.52
17.54
1,205.06

1,053.57

(37.26)
25.34
31.09
19.93
62.94

1,155.61

49.46

49.46

12.92
(0.96)

37.50

37.50

4.29
4.29

2.86
2.86
Restated Statement of Cash Flows

Particulars

CASH FLOW FROM OPERATING ACTIVITIES
Net Profit/(Loss) before tax & exceptional items

- Depreciation

- Provision for doubtful debts(ECL)/advances

- Interest Expense

- Interest Income

Changes in Working Capital:-

Adjustment for (Increase) / Decrease in Operating
Assets

- Trade Receivables

- Inventory

- Other Non Current Financial Assets

- Other Current Financial Assets

- Other Current Assets

Adjustment for Increase / (Decrease) in Operating
Liabilities

- Non Current Liabilities

- Other Current & Non-Current Financial Liabilities

- Trade Payables

- Other Current Liabilities

Cash generated from Operations

Direct taxes paid

Cash flow before extraordinary items

Prior Period Adjustments (Other than Taxation)

Net cash from Operating Activities (A)
CASH FLOW FROM INVESTING ACTIVITIES
Issue of Equity Shares

Purchase of Fixed Assets and CWIP

Withdrawal / (Investment) in Fixed Deposits

Interest Received

Net Cash used in Investing Activities (B)
CASH FLOW FROM FINANCING ACTIVITIES
Proceeds / (Repayment) from / (of) Borrowings (Net)
Interest Paid

 

Net cash used Financing Activities (©)
Net increase in cash and cash equivalents (A+B+C)
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
Components of Cash & Cash Equivalents

Cash on Hand

Balances with banks:

a) In current account

Total Cash and Bank

69

April *21 to
December’ 21

317.04
10.58
(7.49)
30.10
(3.55)

(283.95)
(419.22)
(0.48)
(0.08)
(299.23)

0.83
(0.54)
99.72
2.86
(653.41)
(26.22)
(579.63)

(679.63)

569.43
(75.17)
(13.20)

3.55
484.61

125.04
(30.32)
94.72
(0.30)
0.69
0.39

0.39

0.39

2020-2021

309.51
9.65,
4.92

49.08

(12.48)

(148.16)
0.96
(0.27)
(25.46)
(110.47)

0.88
(0.65)
11.22
31.84
120.57
(7.30)
113.26

113.26

(50.39)
13.74
12.48

(24.17)

(51.09)
(40.81)
(91.91)
(2.82)
3.50
0.69

0.61

0.07
0.69

2019-2020

64.86
21.10
(8.20)
31.77
(3.40)

(82.98)
(81.08)
0.01
10.77
(8.53)

0.55
0.25
88.44
1.54
35.10
(10.98)
24.12

24.12

(74.24)
(62.77)
3.40
(123.61)

131.93
(31.77)
100.15
0.66
2.84
3.50

3.39

0.12
3.50

@ in Million)

2018-2019

49.46
19.93
(6.60)
23.13
(10.30)

(158.44)
(180.41)
(27.87)

208.37

29.06
(53.67)
(12.92)
(66.58)

(66.58)

(20.88)
(3.29)
10.30
(13.87)

100.29
(23.13)
77.16
(3.30)
6.14
2.84

2.78

0.07
2.84
GENERAL INFORMATION

Our Company was incorporated as “Venus Pipes & Tubes Private Limited” under Companies Act, 2013 at
Ahmedabad, Gujarat pursuant to a certificate of incorporation dated February 17, 2015, issued by the RoC.
Subsequently, the name of our Company was changed to “Venus Pipes & Tubes Limited” pursuant to a special
resolution passed by our Shareholders in an annual general meeting held on September 10, 2021 and a fresh
certificate of incorporation dated September 16, 2021 was issued by the RoC. For further details, including
details relating to changes in the registered office, see “History and Certain Corporate Matters” on page 164.

Registered Office

Venus Pipes & Tubes Limited
Survey No. 233/2 and 234/1,
Dhaneti, Bhuj,

Kachchh - 370020

Gujarat, India.

Tel: +91 2836 232 183/84
E-mail: cs@venuspipes.com
Website: www.venuspipes.com

Corporate Office
Venus Pipes & Tubes Limited

Tripada Complex, Plot No 275,
Sector 1/A, Near Mamlatdar office,
Office No 1, Ground Floor,
Gandhidham,

Kutch — 370201 Gujarat, India
Tel: +91-7048897799

E-mail: cs@venuspipes.com
Website: www.venuspipes.com

CIN

The CIN of the Company is U74140GJ2015PLC082306

Address of the RoC

Our Company is registered with the RoC, which is situated at the following address:

ROC Bhavan,

Opp Rupal Park Society,

Behind Ankur Bus Stop, Naranpura,
Ahmedabad-380013, Gujarat

Board of Directors

The table below sets forth the details of the constitution of our Board:

Name Designation
Megharam Sagramji  Whole-Time Director
Choudhary
Jayantiram Motiram Chairman and Non-
Choudhary Executive Director

Dhruv Mahendrakumar Patel — Whole-Time Director

70

DIN
02617107

02617118

07098080

‘Address
Plot No. 121, 122 Sector 8, Gandhidham-
370201, Gujarat, India
Duplex-1, Plot No. 119,120, Ward -7/A,
Gurukul, Gandhidham, Kuchchh -370201,
Gujarat, India
C/o Mahendra Patel, Naathibaa Park,
Neelkanth Nagar, Near Bharat Nagar
School, Unjha, Mehesana, Gujarat —
384170.
Name Designation DIN Address

‘Arun Axaykumar Kothari Managing Director 00926613 Plot no 364, Lilashah Nagar, Gandhidham
370201
Kailash Nath Bhandari Independent Director 00026078 House No. 5, Indira Gandhi park ke samne

new power house road, Jodhpur shastri
nagar, Jodhpur — 342003

Pranay Ashok Surana Independent Director 05192392 Plot No. 35, Survey No. 777/2, Karmyogi
nagar, Trimurti Chowk Nashik,
Maharashtra — 422008

Komal Lokesh Khadaria Independent Director 07805112 3D-Golden Avenue, Near State Bank of
India, Svr College, Chorasia Surat ,Gujarat
395007

Shyam Agrawal Independent Director 03516372 Tara Sadan, Mahamandir Bagh, Ram Lila

Maidan, Sikar, Sikar, Rajasthan, 332001
For brief profiles of our Directors, please see “Our Management” on page 168.
Company Secretary and Compliance Officer for the Issue

Pavan Kumar Jain is the Company Secretary and Compliance Officer of our Company. His contact details are as
follows:

Address: Survey No. 233/2 and 234/1, Dhaneti, Bhuj, Kachchh - 370020 Gujarat, India
Tel: +91 2836 232 183
E-mail: cs@venuspipes.com

Statutory Auditors of our Company

M/s Maheshwari & Co

304, Metro Tower, Near Kinnary Cinema, Ring Road, Surat 395002, Gujarat, India
Tel.: +91 261 4893 596

E-mail: mandco.surat@gmail.com

ICAI Firm Registration Number: 105834W

Peer Review Number: 012144

Changes in Statutory Auditors

Except as disclosed below, there has been no change in the statutory auditors of the Company during the last
three years immediately preceding the date of this Prospectus.

 

Name of the Auditors Date of change Reason for change

 

MIS Maheshwari & Co December 31, 2020 | Appointed as Statutory Auditors
304, Metro Tower, Near Kinnary Cinema, Ring Road,
Surat 395002Email: mandco.surat@gmail.com

Firm Registration No.: 105834W

Peer Review No.: 012144

 

Vinayak Kothari & Associates July 4, 2020 Resignation as Statutory Auditors
‘Akshat House’ Plot No. 220,

1* Floor, Sector -1/A,

Gandhidham, Kutch — 370201
Email: vinayakakothari@gmail.com
Firm Registration No.: 143411W.
Peer Review No.: Not Applicable

 

Vinayak Kothari & Associates June 25, 2020 Appointed as Statutory Auditors
‘Akshat House’ Plot No. 220,

1 Floor, Sector -1/A,

Gandhidham, Kutch — 370201
Email: vinayakakothari@gmail.com
Firm Registration No.: 143411W
Peer Review No.: Not Applicable

 

Sanjay Jhanwar & Associates June 1, 2020 Resignation as Statutory Auditors
‘Akshat House’ Plot No. 220,
1 Floor, Sector -1/A,

 

 

 

71
 

Name of the Auditors Date of change

Reason for change

 

Gandhidham, Kutch — 370201
Email: sanjayjhanwar88@gmail.com
Firm Registration No.: 141603W
Peer Review No.: Not Applicable

 

Sanjay Jhanwar & Associates September 30, 2019
“Akshat House’ Plot No. 220,

1* Floor, Sector -1/A,

Gandhidham, Kutch — 370201
Email: sanjayjhanwar88@gmail.com
Firm Registration No.: 141603W
Peer Review No.: Not Applicable

 

 

Re-appointed as Statutory Auditors

 

Book Running Lead Manager

SMC Capitals Limited

A- 401/402, Lotus Corporate Park,

Off Western Express Highway,

Jai Coach Signal, Goregaon (East),

Mumbai — 400063

Maharashtra, India

Tel: 022 - 66481818

E-mail: ipo.venus@smccapitals.com

Investor Grievance e-mail: investor.grievance@smccapitals.com
Website: www.smccapitals.com

Contact person: Mr. Satish Mangutkar/ Mr. Bhavin Shah
SEBI Registration Number: INM000011427

Registrar to the Issue

KFIN Technologies Limited

Selenium, Tower B,

Plot No- 31 and 32, Financial District,
Nanakramguda, Serilingampally,
Hyderabad, Rangareddi 500 032
Telangana, India.

Tel: +9140 6716 2222

E-mail: venus.ipo@kfintech.com
Investor grievance e-mail: einward.ris@kfintech.com
Website: www.kfintech.com

Contact person: Mr. M Murli Krishna
SEBI Registration No.: INR000000221

Legal Counsel to the Company and BRLM

L&L Partners

(formerly Luthra and Luthra Law Offices)

20th Floor, Tower 2

Unit A2, One International Centre (formerly Indiabulls Finance Centre)
Elphinstone Road

Senapati Bapat Marg, Lower Parel

Mumbai 400 013

Maharashtra, India

Tel: +91 22 4354 7000

E-mail: capitalmarkets@luthra.com

Special Advisor to the Company
SNA Finlife Advisors LLP

211, 2nd floor, B-wing,
Kanakia Western Edge II,

72
Western Express Highway,
Borivali-East

Mumbai 400 066

Maharashtra, India

Email: info@snafinlife.com
Contact number: 9920085834
Contact person: Varun Kacholia

Bankers to our Company

State Bank of India

Commercial Branch Morbi,
Dharamjeet Complex,

8A National Highway,

Morbi 363 642

Gujarat, India

Tel: 7600041026

Email: rm3.cbmorbi@sbi.co.in
Website: www.sbi.co.in

Contact Person: Kshirod Kumar Sahoo

Karnataka Bank Limited

D.No. 168,

Near Zanda Chowk,

Gandhidham Gujarat--370 201,

Tel: 7000788562, 7046778668

Email: gandhidham@ktkbank.com

Website: www.karnatakabank.com

Contact Person: Mr. Devendra Kumar Laddha

Syndicate Member

SMC Global Securities Limited

17, Netaji Subhash Marg,

Daryaganj,

New Delhi 110 002,India

Tel: +91 11 6662 3300, 9910644949, 8595851823

Website: www.smctradeonline.com

Contact Person: Sushil Joshi, Neeraj Khanna

Email Id: skj@smcindiaonline.com, neerajkhanna@smcindiaonline.com
SEBI Registration No.: INZ000199438

Escrow Collection Bank(s) / Refund Bank(s) / Public Issue Account Bank/ Sponsor Bank

Axis Bank Limited

Ground Floor, Plot No. 349

Sector 12/B, Gandhidham — 370201

Gujarat, India

Tel: 02836 668100

E-mail: gandhidham.branchhead@axisbank.com
Website: www.axisbank.com

Contact Person: Shaista Riyaz

SEBI Registration Number: INBI00000017

Sponsor Bank
ICICI Bank Limited
Capital Market Division,

1* Floor,122, Mistry Bhavan
Dinshaw Vachha Road, Backbay Reclamation

73
Churchgate, Mumbai — 400020

Maharashtra, India

Tel: 022 6681 8911/23/24

E-mail: sagar.welekar@icicibank.com
Website: www.icicibank.com

Contact Person: Sagar Welekar

SEBI Registration Number: INBI00000004

Kotak Mahindra Bank Limited,

27 BKC, C27 G Block,

Bandra Kurla Complex,

Bandra (East) Mumbai — 400051,
Maharashtra, India

Tel: 022-66056588

E-mail: cmsipo@kotak.com

Website: www.kotak.com

Contact Person: Mr. Kushal Patankar

SEBI Registration Number: INBI00000927

Designated Intermediaries
Self Certified Syndicate Banks

The list of SCSBs notified by SEBI for the ASBA process is available at http://www.sebi.gov.in/
sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be prescribed by SEBI from
time to time. A list of the Designated SCSB Branches with which an ASBA Bidder (other than a RII using the
UPI Mechanism), not bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP
may submit the Bid cum Application Forms, is available at https://www.sebi.gov.in/sebiweb/other/
OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such other websites as may be prescribed by SEBI
from time to time.

SCSBs eligible as Issuer Banks for UPI Mechanism

In accordance with SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019 and SEBI
Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, Retail Individual Investors using the UPI
Mechanism may only apply through the SCSBs and mobile applications using the UPI handles specified on the
website of the SEBI — (https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes
&intmId=40) and updated from time to time.

Syndicate SCSB Branches

In relation to Bids (other than Bids by Anchor Investors and RIIs) 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 at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmld=35, which may be and
updated from time to time or any such other website as may be prescribed by SEBI 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 at http://www.sebi.gov.in/sebiweb/other/OtherAction.do? Do Recognised=yes & in
tm Id=35 or any such other website as may be prescribed by SEBI from time to time.

Registered Brokers
The list of the Registered Brokers, including details such as postal address, telephone number, and e - mail
address, is provided on the websites of BSE and NSE at _http://www.bseindia.com/Markets/

Publiclssues/brokercentres_new.aspx?expandable=3 and http://www.nseindia.com/products/
content/equities/ipos/ipo _mem_terminal.htm,respectively, or such other websites as updated from time to time.

74
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, are provided on the websites of BSE and NSE at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx?expandable=6 and _http://www.nseindia.com/
products/content/ equities/ipos/asba_procedures.htm, respectively, or such other websites as updated from time
to time.

Collecting Depository Participants

The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as
name and contact details, are provided on the websites of BSE and NSE at http://www.bseindia.com/Static/
Markets/PublicIssues/RtaDp.aspx?expandable=6 = and _http://www.nseindia.com/products/content/equities/
ipos/asba_procedures.htm, respectively, or such other websites as updated from time to time.

Credit Rating

As this is an Issue of Equity Shares, there is no credit rating for the Issue.

Grading of the Issue

No credit agency registered with SEBI has been appointed in respect of obtaining grading for the Issue.
Trustees

As this is an Issue of Equity Shares, there are no trustees appointed for the Issue.

Monitoring Agency

Our Company has appointed Care Ratings Limited as the Monitoring Agency in accordance with Regulation 41
of the SEBI ICDR Regulations. The details of the Monitoring Agency are as follows:

CARE Ratings Limited

4" Floor, Godrej Coliseum, Somaiya Hospital Road,
Off Western Express Highway,

Sion (E), Mumbai — 400022, Maharashtra, India
Tel: 022 67543606

E-mail: maheshkumar.narhare@careedge.in
Website: www.careratings.com

Contact Person: Maheshkumar Narhare

SEBI Registration Number: IN/CRA/004/1999

Appraising Entity

None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.
Accordingly, no appraising entity is appointed for the Issue.

Statement of inter se allocation of responsibilities

Since SMC Capitals Limited is the sole BRLM in this Issue, all the responsibilities relating to the co-ordination
and other activities in relation to the Issue shall be performed by it and hence, a statement of inter se allocation
of responsibilities is not applicable.

Filing

A copy of the Draft Draft Red Herring Prospectus has been filed electronically on the SEBI’s online portal and

atcfddil@sebi.gov.in, in accordance with the instructions issued by the SEBI on March 27, 2020, in relation to
“Easing of Operational Procedure — Division of Issues and Listing - CFD”.

75
A copy of the Red Herring Prospectus, along with the material contracts and documents referred to herein has
been filed with the RoC at its office and through the electronic portal at
http://www.mca.gov.in/mcafoportal/loginvalidateuser.do.

A copy of the Red Herring Prospectus has been filed Through the SEBI Intermediary Portal at
https://sipotal.sebi.gov.in, in accordance with SEBI circular bearing reference
SEBI/HO/CFD/DIL1/CIR/P/2018/ 011 dated January 19, 2018 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”.

A copy of the Prospectus, along with the material contracts and documents referred to therein will be filed with
the RoC at its office and through the electronic portal at _http://www.mca.gov.in/
mcafoportal/loginvalidateuser.do. Subsequent to such filing of the Prospectus with the Roc, a copy of such
Prospectus will be filed through the SEBI Intermediary Portal at https://sipotal.sebi.gov.in, in accordance with
SEBI circular bearing reference number SEBI/HO/CFD/DIL1/CIR/P/2018/ 011 dated January 19, 2018 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

Book Building Process

“Book building” refers to the process of collection of Bids from investors on the basis of this Red Herring
Prospectus, the Bid cum Application Forms and the Revision Forms within the Price Band. The Price Band and
minimum Bid Lot was decided by our Company in consultation with the BRLM, 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 Bhuj edition of Kutch Mitra (a widely circulated Gujarati daily
newspaper, Gujarati also being the regional language of Gujarat where our Registered Office is located), at least
two Working Days prior to the Bid/Issue Opening Date and has been made available to the Stock Exchanges for
the purpose of uploading on their website. The Issue Price was determined by our Company in consultation with
the BRLM, after the Bid/Issue Closing Date.

All Bidders, other than Anchor Investors, participated in the Issue mandatorily through the ASBA
process by providing the details of their respective bank accounts in which the corresponding Bid
Amount was blocked by the SCSBs and Sponsor Bank, as the case may be. Anchor Investors were not
permitted to participate in the Issue through the ASBA process.

In accordance with the SEBI ICDR Regulations, QIBs Bidding in the Net QIB Portion and Non-
Institutional Bidders bidding in the Non-Institutional Portion were not allowed to withdraw or lower the
size of their Bid(s) (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail
Individual Investors could revise their Bids during the Bid/Issue Period and withdraw their Bids until the
Bid/Issue Closing Date. Anchor Investors could not withdraw their Bids after the Anchor Investor
Bidding Date. Further, allocation to QIBs in the Net QIB Portion was on a proportionate basis and
allocation to Anchor Investors in the Anchor Investor Portion was on a discretionary basis.

For further details on the method and procedure for Bidding and book building process, see “Issue Structure”
and “Issue Procedure” on pages 308 and 312, respectively.

Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in relation
to this Issue.

The Book Building Process was in accordance with guidelines, rules, regulations prescribed by SEBI.
Bidders were advised to make their own judgment about an investment through this process prior to
submitting a Bid.

Bidders noted that the Issue is also subject to obtaining (i) the final listing and trading approvals of the Stock

Exchanges, which our Company shall apply for after Allotment; and (ii) the final approval of the RoC after this
Prospectus is registered with the RoC.

76
Illustration of Book Building Process and the Price Discovery Process

For an illustration of the Book Building Process and the price discovery process, see “Issue Procedure” on page
312.

Underwriting Agreement

After the determination of the Issue Price, but prior to the filing of the Prospectus with the RoC, our Company
intend to enter into the Underwriting Agreement with the Underwriters for the Equity Shares. It is proposed that
pursuant to the terms of the Underwriting Agreement, BRLM shall be severally responsible for bringing in the
amount devolved in the event the respective Syndicate Member do not fulfill their underwriting obligations.
Pursuant to the terms of the Underwriting Agreement, the obligations of each of the Underwriters are several
and are subject to certain conditions specified therein.

The Underwriting Agreement is dated May 17, 2022. The Underwriters have indicated their intention to
underwrite the following number of Equity Shares:

(This portion has been intentionally left blank and will be completed before the filing of the Prospectus with the
RoC.)

Name, address, Tel. number and email Indicative Number of Equity Shares Amount underwritten
address of the Underwriters to be underwritten @ million)
SMC Capitals Limited 100 0.03
SMC Global Securities Limited 5,074,000 1654.13
Total 5,074,100 1654.16

The above-mentioned amount is indicative and will be finalised after determination of the Issue Price and
finalisation of the Basis of Allotment and subject to the provisions of the SEBI ICDR Regulations.

In the opinion of our Board, 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 are registered as brokers with the Stock Exchange(s). The IPO Committee, at its meeting, held
on May 17, 2022, has accepted and entered into the Underwriting Agreement mentioned above on behalf of our
Company.

Allocation among the Underwriters may not necessarily be in the proportion of their underwriting commitments
set forth in the table above. Notwithstanding the above table, each of the Underwriters shall be severally
responsible for ensuring payment with respect to the Equity Shares allocated to Bidders procured by them, in
accordance with the Underwriting Agreement.

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 subscribers for or subscribe to the Equity Shares to
the extent of the defaulted amount in accordance with the Underwriting Agreement.

The Underwriting Agreement has not been entered into as on the date of the Red Herring Prospectus The

Underwriting Agreement shall be entered into on or after the Pricing Date but prior to filing of the Prospectus
with the RoC.

77
CAPITAL STRUCTURE

The share capital of our Company as at the date of this Prospectus is set forth below:
(In, except share data)

PARTICULARS Aggregate nominal Aggregate value at Issue
value Price*

A) AUTHORISED SHARE CAPITAL”

25,000,000 Equity Shares of face value of = 10 each 250,000,000 7
B) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL

BEFORE THE ISSUE

15,222,010 Equity Shares of face value of 10 each 152,220,100 a
C) PRESENT ISSUE IN TERMS OF THIS PROSPECTUS

Issue of up to 5,074,100 Equity Shares of face value of 210 each 50,741,000 1,654,156,600
D) ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL AFTER THE ISSUE

20,296,110 Equity Shares of face value of 210 each (assuming full 202,961,100 6,616,531,860

subscription to the Issue)

E) SECURITIES PREMIUM ACCOUNT
Before the Issue (2 in million) 548.19**
After the Issue (2 in million) 1,976.37"

* For details of changes in the authorised share capital of our Company, see “History and Certain Corporate Matters - Amendments to our
Memorandum of Association”, on page 164.

The Issue has been authorised by our Board pursuant to a resolution passed at its meeting held on October 21, 2021 and by our
Shareholders pursuant to a resolution passed at the meeting held on November 22, 2021.
* This figure is reached after adjusting issue expenses.

Notes to the Capital Structure
1. Share Capital History
a) History of Equity Share capital of our Company

The following table sets forth the history of the Equity Share capital of our Company:

Dateof No.of Face _Issue Nature of allotment Nature of Cumulative | Cumulative

allotment” Equity value __ price per consideration —_ number of paid-up

Shares (In%) Equity Equity Equity

allotted Share (In Shares Share capital

z @
February 10,000 10 10 Subscribers to the. Cash 10,000 100,000
17, 2015 Memorandum of
Association

March 18, 2,990,500 10 10 Further Issue ® Cash 3,000,500 30,000,500
2016
August 26, 1,999,500 10 10 Further Issue ®) Cash 5,000,000 50,000,000
2016
March 31, 1,000,000 10 10 Further Issue Cash 6,000,000 60,000,000
2017
March 31, | 2,732,700 10 10 Further Issue ® Cash 8,732,700 87,327,000
2018
September 4,366,350 10 3 Bonus Issue Other than 13,099,050 130,990,500
10, 2021 cash
October 2,122,960 10 280 ‘Preferential alloument Cash 15,222,010 152,220,100
21, 2021

“The Equity Shares were fully paid-up on the date of their allotment.

(1) 5,000 equity shares each were allotted to Megharam Sagramji Choudhary and Jayantiram Motiram Choudhary, pursuant to

78
initial subscription to the Mo.

(2) 29,90,500 Equity Shares, were allotted to the following allottees:

 

Sr. Name of allottee
No.

Number of equity shares allotted

 

1. Mahesh Himatlal Puj

2. Megharam Sagramji Choudhary
3. Jayantiram Motiram Choudhary
4. Dhruv Mahendrakumar Patel

5. Payal Kothari

6. Hemant Rajnikant Shah

Total

1,032,000
647,000
597,500
282,000
282,000
150,000

2,990,500

 

19,99,500 Equity Shares, were allotted to the following allottees:

 

Sr. Name of allottee
No.

Number of equity shares allotted

 

1. Payal Kothari

2. | Megharam Sagramji Choudhary
3. Dhruv Mahendrakumar Patel

4. Mahesh Himatlal Puj

5. | Jayantiram Motiram Choudhary
6. | Hemant Rajnikant Shah

Total

750,000
675,000
170,000
170,000
164,500

70,000

1,999,500

 

10,00,000 Equity Shares were allotted to the following allottees:

sr. Name of allottee
No.

1. Hemant Rajnikant Shah

2. Megharam Sagramji Choudhary
Total

(8) 27,32,700 Equity Shares each, were allotted to the following allottees:

sr. Name of allottee
No.
1. Payal Kothari

2. | Jayantiram Motiram Choudhary
3. | Manojsingh Jadoun

4. Leeladevi J Choudhary

5. Hemant Rajnikant Shah

Total

Sr. Name of allottee
No.

1. Megharam Sagramji Choudhary
Dhruv Mahendrakumar Patel
Payal Kothari

Arun Axaykumar Kothari
Jayantiram Motiram Choudhary
Manojsingh Jadoun

Hemant Rajnikant Shah
Mahesh Himatlal Puj

eNO kwh

Total

79

Number of equity shares allotted

500,000
500,000
1,000,000

Number of equity shares allotted

1,150,000
517,700
493,000
300,000
272,000

2,732,700

(6) Bonus issue in the proportion of one Equity Share for every two fully paid up Equity Share

Number of equity shares allotted

1,178,914
873,270
404,097
404,097
392,972
371,000
371,000
371,000

4,366,350
(7) 21,22,960 Equity Shares were allotted to 51 allottees:

Sr. Name of allottee
No.

1. | Singularity Holdings Limited
Pannalal C Kothari HUF
3. Vikas Vijaykumar Khemani
4 Jyoti Rakesh Lahoti
5. Sandip Kumar Agarwal
6. Kamvan Construction Private Limited
7. Shruti G Chaturvedi
8. Trishakti Power Holdings Private Limited
9. Gagan D Chaturvedi
10. Prashant Vinaykumar Sharma
11. | Shreya Tejas Sheth
12. Dineshchand Navratmal Gupta
13. | Maheshchand Gupta
14. | Alka Corporate Services LLP
15. Shiv Sehgal
16. Rishi Kiran Logistics Private Limited
17. Kapil Ladha HUF
18. Sohit Mandowara
19. | Kushal Mahendrakumar Lalwani
20. Naveen Chaturvedi
zh. Abhijeet Chetan Bhuta
22. Deepak Arora
23. Anju Bala
24. Harsh Jitendra Sanghvi
25. Moneycrew Fintec Private Limited
26. Kalpesh Manohar Sanghvi
27. Seema Dixit Chhajed
28. Aditya Birla
29. 31 Wealth LLP
30. Rahul R Doshi HUF
31. Rohit R Doshi HUF
32. Indermal Dargaji Jain
33. Sushila Bapna
34. Sanjeev Murari Jalan
35. Vikram Navram Purohit
36. Jitendra Indramal Bhansali
37. | Anita Maheshwari
38. Savitri Devi Jnanwar
39. Rukman Devi Jhanwar
40. Rupika Jhawar
41. Aniruddha Bhailal Dave
42. Shah Nirav Vijay
43. Narendra Devchand Chhajed HUF
44. Dilipkumar Devchandji Chhajed
45. Dilipkumar Chhajed HUF
46. Dimple Dilip Chhajed
47. Mukeshkumar D Jain
48. Abhishek Jhanwar
49. Vishwa Jeet Jnanwar
50. Preeti Mandowara
51. Badam Devi Mandowara
Total

80

Number of equity shares allotted

620,000
180,000
150,000
150,000
130,000
125,000
111,000

75,000
75,000
50,000
50,000
37,500
37,500
26,250
25,000
25,000
20,000
20,000
13,000
10,000
10,000
10,000
10,000
10,000
9,000
9,000
9,000
8,900
8,750
7,500
7,500
7,400
7,000
7,000
7,000
6,600
5,000
5,000
5,000
5,000
5,000
4,000
3,960
3,600
3,600
3,600
3,500
3,000
2,800
2,500
2,500
2,122,960
b) History of preference share capital of our Company

9

Our Company has not issued any preference shares.
Issue of specified securities at a price lower than the Issue Price in the last year
Except as disclosed above under “Capital Structure - History of Equity Share capital of our Company”

on page 78, our Company has not issued any Equity Shares at a price which may be lower than the
Issue Price during a period of one year preceding the date of this Prospectus.

d) Equity Shares issued for consideration other than cash or out of revaluation reserves

Our Company has not issued any Equity Shares out of revaluation reserves since incorporation. Details
of Equity Shares issued for consideration other than cash are as follows:

Dateof | Numberof Face Issue _ Reasons for Allottees Benefits accrued
allotment equity value price __ allotment to our Company
shares ®@ ®@
September 4,366,350 10 - Bonus issue See footnote (6) to the ‘

10, 2021 table on equity share
capital build up in
“Notes to Capital
Structure — — Share
Capital History —
History of Equity Share
capital of our
Company” on page 78.

2. Details of shareholding of our Promoters and members of the Promoter Group of our Company

(a) Build-up of our Promoters’ shareholding in our Company

As on the date of this Prospectus, our Promoters hold 8,469,759 Equity Shares representing 55.64% of
the pre-issued, subscribed and paid-up Equity Share capital of our Company. The build-up of the
Equity shareholding of our Promoters since incorporation of our Company is set forth in the table
below:

, ,
Date of No. of Natureof Face dene is as
‘ ture of value —_price/ of of
allotment/ Equity consideration
Nature of per transfer the the
‘ transfer Shares : :
Transaction Equity priceper _pre- post-

Subscription to

Share Equity Issue _Issue
@ Share (%) capital _ capital

Megharam Sagramji Choudhary

GA February 17, 2015 5,000 Cash 10 10 woe | teas
Further Issue March 18, 2016 647,000 Cash 10 10 4.25% 3.19%
Further Issue August 26, 2016 675,000 Cash 10 10 4.43% 3.33%
Further Issue March 31, 2017 500,000 Cash 10 10 3.28% 2.46%

Hansen Payal | september 8, 2021 | 281,072 Cash 10 57 ves | sag

Transfer from
Jayantiram Motiram September 8, 2021 249,757 Cash 10 57
Choudhary 1.64% 1.23%

September 10,

Bonus Issue ant 1,178,914 Bonus Issue 10 0 zm | 5.81%

Transfer to Ridhi September 21, . .

Siddhi Posah LLP 2021 (89,000) Gast ed 57 0.26%) (0.19%)
Total No. Shares held 3,497,743

81
Date of No. of Nature of i
allotment’ Equity consideration

Nature of ae ae per
Transaction janster ee Equity
Share

®

Mr. Jayantiram Motiram Choudhary
Subscription to -

MOA February 17, 2015 5,000 Cash 10
Further Issue March 18, 2016 597,500 Cash 10
Further Issue August 26, 2016 164,500 Cash 10
Further Issue March 31, 2018 517,700 Cash 10

Transfer to
Megharam Sagramji September 8, 2021 (249,757) Cash 10
Choudhary
Transfer to Manoj september 8, 2021 (249,000) Cash 10
Jadoun
Bonus Issue Seplember me 392,972 Bonus Issue 10
Total No. Shares held 1,178,915
Dhruy Mahendrakumar Patel
Further Issue March 18, 2016 282,000 Cash 10
Further Issue August 26, 2016 170,000 Cash 10
Transfer from , .
eee, September 8, 2021 250,000 Cash 10
Transfer from , .
Mae Ba September 8, 2021 460,000 Cash 10
Transfer from : .
Liladevi Choudhary SePfember 8, 2021 300,000 Cash 10
Transfer from Payal | contembers)2021 | 284540 Cash 10
Kothari
Bonus Issue See 873,270 Bonus Issue 10
Transfer to Ridhi September 21, a ~,
Siddhi Posah LLP 2021 (69,000) GB 10
Total No. Shares held 2,580,810
Arun Axaykumar Kothari

Transfer from Payal
Kothari

Bonus Issue

September 8, 2021

September 10,
2021

Total No. Shares held

808,194 By way of gift 10

404,097 Bonus Issue 10

1,212,291

Issue
price/
transfer
price per
Equity
Share (2)

10
10

57
57
57

57

% %

of of

the the
pre- post-
Issue Issue

capital capital

0.03% 0.02%
3.93% 2.94%
1.08% 0.81%
3.40% 2.55%
(1.64)% | (1.23)%
(1.64)% | (1.23)%

2.58% 1.94%

1.85% 1.39%
1.12% 0.84%

1.64% 1.23%
3.02% 2.27%
1.97% 1.48%
1.87% 1.40%
5.74% 4.30%

(0.26)% — (0.19)%

5.31% 3.98%

2.65% 1.99%

Note: All the equity shares held by the Promoters were fully paid-up on the respective dates of acquisition of such Equity Shares.

(b) Shareholding of our Promoters and Promoter Group

The details of the shareholding of our Promoters and the members of the Promoter Group as on the date of this

Prospectus are set forth in the table below:

S.No. Name of Shareholder
Promoters
1s Megharam Sagramji Choudhary
2 Dhruv Mahendrakumar Patel
3. Jayantiram Motiram Choudhary
4. ‘Arun Axaykumar Kothari
Total (A)

Pre-Issue
No. of
Equity
Shares

3,497,743
2,580,810
1,178,915
1,212,291
8,469,759

82

% of total
shareholding

22.98
16.95
7.74
7.96
55.64

Post-Issue
No. of
Equity
Shares

3,497,743
2,580,810
1,178,915
1,212,291
8,469,759

% of total
shareholding

17.23
12.72
5.81
5.97
41.73
Promoter Group

1 Payal Kothari 1,160,291 7.62 1,160,291 5.72
2 Jyoti Rakesh Lahoti 150,000 0.99 150,000 0.74
3 Vishwa Jeet Jhanwar 2,800 0.02 2,800 0.01
Sub-total (B) 1,313,091 8.63 1,313,091 6.47
Total Promoter & Promoter Group (A+B) 9,782,850 64.27 9,782,850 48.20

All the Equity Shares held by our Promoters and Promoter Group are in dematerialised form.

(©) Details of Equity Shares pledged by our Promoters

None of our Promoters have pledged their Equity Shares, as on the date of this Prospectus.

3.

Details of Promoters’ contribution locked in for three years

(a)

(

©

Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully
diluted post-Issue Equity Share capital of our Company held by our Promoters shall be considered as
the minimum promoters’ contribution and locked-in for a period of three years from the date of
Allotment (the “Promoters’ Contribution”). The lock-in of the Promoters’ Contribution would be
created as per applicable laws and procedures and details of the same shall also be provided to the
Stock Exchanges before the listing of the Equity Shares. As on the date of this Prospectus, our
Promoters collectively hold 8,469,759 Equity Shares (constituting 55.64% of the issued, subscribed
and paid-up Equity Share capital of our Company), of which 4,519,415 Equity Shares (constituting
29.69% of the issued, subscribed and paid-up Equity Share capital of our Company) are eligible for
Promoters’ Contribution.

Megharam Sagramji Choudhary, Jayantiram Motiram Choudhary, Dhruv Mahendrakumar Patel and
Arun Axaykumar Kothari have, pursuant to their letters dated December 24, 2021, given consent to
include such number of Equity Shares held by them as may constitute 20% of the post-Issue Equity
Share capital of our Company as Promoters’ Contribution and have agreed not to dispose, 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.

Details of Promoters’ Contribution are as provided below:

| No.of
Name of Date of Nolet Face Wsuelacqui V2) Percentage of
Allotment of Nature of ; sition price the post-Issue
the " i Equity Value ice Shares :
promoter the Equity transaction ght, VGN per Equity yycyeg. —_aidup
Shares** Share (®) a capital (%)
February 17, Subscription »
a Ave 5,000 10.00 10 5,000 0.02%
March’18, Eurthien 647,000 10.00 10 647,000 3.19%
2016 Issue
Megharam August 26, Further 9,
Choudhary 2016 Issue 675,000 10.00 10 675,000 3.33%
March 31, Further 500,000 10.00 10 500,000 2.46%
2017 Issue
Sepiember 10, Bonus Issue 414,307 ‘10.00 NA 414,307 2.04%
Total 2,241,307
February 17, Subscription .
ce oe 5,000 10.00 10 5,000 0.02%
- Marcha, Fostiet 98,743 10.00 10 98,743 0.49%
Jayantiram 2016 Issue
Choudhary August 26, Further 9
ues mie 164,500 10.00 10) aeasog 0.81%
March’31, Eurthier 517,700 10.00 10 517,700 2.55%
2018 Issue

83
4.

September 10,

2021 Bonus Issue 392,972 10.00 NA 392,972 1.94%
Total 1,178,915
_ 18, Fresh Issue 282,000 10.00 10 282,000 1.39%
Dhruv Pater Ausust26, Further 170,000 ‘10.00 10 170,000 0.84%
2016 Issue
Seniemiber 10, Bonus Issue 187,000 10.00 NA 187,000 0.92%
Total 639,000
Total 4,059,222 20.00%

“Subject to finalisation of Basis of Allotment and to be updated at the Prospectus stage. The Equity Shares shall be locked-in
for a period of three years from the Date of Allotment.

“* all the indicated equity shares considered for lock-in were fully paid-up on the respective dates of allotment or acquisition,
as the case may be, of such Equity Shares.

(d) The Equity Shares that are being locked-in for computation of Promoters’ Contribution are not, and
will not be, ineligible under Regulation 15 of the SEBI ICDR Regulations. In particular, these Equity
Shares do not, and shall not, consist of:

(i) Equity Shares acquired during the three years preceding the date of this Prospectus (a) for
consideration other than cash and revaluation of assets or capitalisation of intangible assets, or (b)
Equity Shares resulting from a bonus issue by utilisation of revaluations reserves or unrealised
profits or against Equity Shares which are otherwise ineligible for computation of Promoters’
Contribution;

(ii) Equity Shares acquired during the one year preceding the date of this Prospectus, at a price lower
than the price at which the Equity Shares are being offered to the public in the Issue;

(iii) Equity Shares issued to the Promoters in the last one year preceding the date of this Prospectus
upon conversion of a partnership firm; and

(iv) Equity Shares held by the Promoters that are subject to any pledge or any other form of
encumbrance.

Sales or purchases of Equity Shares or other specified securities of our Company by our Promoters,
members of our Promoter Group or our Directors or their immediate relatives during the six months
immediately preceding the date of this Prospectus.

Our Promoters, members of our Promoter Group, our Directors or their immediate relatives have not sold or
purchased any Equity Shares or other specified securities of our Company during the six months
immediately preceding the date of this Prospectus:

Details of share capital locked-in for one year

In addition to the 20% of the fully diluted post-Issue shareholding of our Company held by our Promoters
and locked in for three years as specified above, in terms of Regulation 16 of the SEBI ICDR Regulations,
Promoters’ holding in excess of the Promoters’ Contribution shall be locked-in for a period of one year
from the date of Allotment.

In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters, which
are locked-in may be transferred to and among the members of our Promoter Group or to any new promoter
or persons in control of our Company, subject to continuation of the lock-in in the hands of the transferees
for the remaining period (and such transferees shall not be eligible to transfer until the expiry of the lock-in
period) and compliance with the Takeover Regulations, as applicable.

Pursuant to Regulation 21(a) of the SEBI ICDR Regulations, the Equity Shares held by our Promoters,
which are locked-in for a period of three years from the date of Allotment may be pledged as collateral
security for loans granted by scheduled commercial banks, public financial institutions, NBFC-SI or
housing finance companies, provided that such loans have been granted by such bank or institution for the

84
purpose of financing one or more of the objects of the Issue and pledge of the Equity Shares is a term of
sanction of such loans.

Pursuant to Regulation 21(b) of the SEBI ICDR Regulations, the Equity Shares held by our Promoters
which are locked-in for a period of one year from the date of Allotment may be pledged only with
scheduled commercial banks, public financial institutions, NBFC-SI or housing finance companies as
collateral security for loans granted by such banks or public financial institutions, provided that such pledge
of the Equity Shares is one of the terms of the sanction of such loans.

The Equity Shares held by any person other than our Promoters and locked-in for a period of six months
from the date of Allotment in the Issue may be transferred to any other person holding the Equity Shares
which are locked-in, subject to continuation of the lock-in in the hands of transferees for the remaining
period (and such transferees shall not be eligible to transfer until the expiry of the lock-in period) and
compliance with the Takeover 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 the
following manner: There shall be a lock-in of 90 days from the date of Allotment on 50% of the Equity

Shares Allotted to the Anchor Investors, and a lock-in of 30 days from the date of Allotment on the
remaining 50% of the Equity Shares Allotted to the Anchor Investors.

85
6. Our Shareholding Pattern

The table below represents the equity shareholding pattern of our Company as on the date of this Prospectus:

Catego
ry
oO

@

(B)
©

«©
@
)
Q)

Category of
Shareholder
ay

Promoter and
Promoter Group
Public

Non Promoter-
Non Public

Shares underlying
DRs

Shares held by
Employee Trusts
Total (A) + (B) +
©

Number
of
Sharehol
ders
«ay

60

‘No. of fully | No. of
paidup Partly

‘No.
of

equity paid-up share

shares held equity
av) shares
held
(vy)

9,782,850 0

5,439,160 0
0 0
0 0
0 0

15,222,010 0

s
unde
lyin

8
Depo
sitory

Recei

pts
(vp

°

°

Total nos.

Sharehol Number of Voting Rights held in each
lass of securities

shares held ding as a

(VI) =
(v)+(V)+
wp

9,782,850
5,439,160
0

0

0

15,222,010

% of total
no. of
shares
(calculate
das per
SCRR, Class
1957)
(vi)
Asa % of
(A+B+C2
)

Equity

64.27 9,782,850
35.73 5,439,160

0 0

0 0

0 0
100.00 tsae0

86

ax)
No of Voting Rights
Class Total
N
A
0 9,782,850
0 5,439,160
0 0
0 0
0 0
15,222,01
8 0

Total as
a% of

64.27
35.73

No. of | Sharehol
Shares ding as a
Underlyi — %
ng assuming
Outstand full
ing conversio
convertib nof
le convertib
securities Ie
(A+B+C) (indudin securities
8 (asa
Warrant percenta
3) ge of
(X) diluted
share
capital)
(x=
(VIE)+X
)
Asa%
of
(A+B+C2
)
0 64.27
0 35.73
0 0
0 0
0 0
0 100.00

100.00

Number Number of
of locked Shares
inshares _ pledged or

(xm) otherwise
encumbered
(xan)
No. Asa No. Asa
(a) %of (@) %of
total total
Share Shares
sheld held
(b) @)
0 0 0 oO
o 0 0 0
o 0.0 0
o 0.0 0
o 0 0 0
o 0 0 0

Number of
equity
shares held
in
dematerial
ised form
(XIV)

9,782,850
5,439,160

15,222,010
7. As on the date of this Prospectus, our Company has 60 shareholders.
8. Equity Shareholding of our Directors and Key Managerial Personnel in our Company

Except as stated below, none of our Directors and Key Managerial Personnel hold Equity Shares in our
Company as on the date of this Prospectus:

sr. Name of the shareholder Number of Equity % of Pre-Issue
No. Shares Equity
Share Capital held
Directors and Key Managerial Personnel

1. | Megharam Sagramji Choudhary 3,497,743 22.98%

2. Dhruv Mahendrakumar Patel 2,580,810 16.95%

3. Jayantiram Motiram Choudhary 1,178,915 7.74%

4. Arun Axaykumar Kothari 1,212,291 7.96%

9. Major Shareholders

(a) Set forth below are details of Shareholders holding 1% or more of the paid-up share capital of our
Company as on the date of this Prospectus and ten days prior to the filing of this Prospectus (including
the maximum number of Equity Shares that any such Shareholder will be entitled to upon conversion
of any convertible instrument or exercise of any option held by such Shareholder).

Sr. Shareholder Number of Equity Percentage of | Number of Percentage
No. Shares Equity Share EquityShares  (%) ona
Capital ona fully fully diluted
holding diluted basis basis

1. Megharam —Sagramji 3,497,743 22.98 3,497,743 22.98
Choudhary

2. Dhruv 2,580,810 16.95 2,580,810 16.95,
Mahendrakumar Patel

3: Arun Axaykumar 1,212,291 7.96 1,212,291 7.96
Kothari

4. Jayantiram — Motiram 1,178,915 7.74 1,178,915 7.74
Choudhary

5. Payal Kothari 1,160,291 7.62 1,160,291 7.62

6. Hemant Rajnikant 1,113,000 7.31 1,113,000 7.31
Shah

a Mahesh Himatlal Puj 1,113,000 7.31 1,113,000 7.31

8. Manojsingh Jadoun 1,113,000 7.31 1,113,000 7.31

9. Singularity Holdings 620,000 4.07 620,000 4.07
Limited

10. | Pannalal C Kothari 180,000 1.18 180,000 1.18
Huf
Total 13,769,050 90.45 13,769,050 90.45

(b) Set forth below are details of Shareholders holding 1% or more of the paid-up share capital of our
Company as on one year prior to the date of this Prospectus (including the maximum number of Equity
Shares that any such Shareholder will be entitled to upon conversion of any convertible instrument or
exercise of any option held by such Shareholder).

sr. Shareholder Number of Equity Percentage of | Number of Percentage
No. Shares Equity Share Equity (%) ona fully
Capital Sharesona _ diluted basis
holding fully diluted
basis
te Payal Kothari 2,182,000 24,99 2,182,000 24.99
Ds Megharam Sagramji 1,827,000 20.92 1,827,000 20.92
Choudhary
3. Jayantiram Motiram 1,284,700 14,71 1,284,700 14,71
Choudhary
4. Mahesh Himatlal Puj 1,202,000 13.76 1,202,000 13.76
5. Hemant Rajnikant 992,000 11.36 992,000 11.36

87
10.

11.

12.

13.

14.

15.

16.

Sr. Shareholder Number of Equity | Percentage of | Number of Percentage

No. Shares Equity Share Equity (%) ona fully
Capital Sharesona _ diluted basis
holding fully diluted

basis
Shah
6. Manojsingh Jadoun 493,000 5.65 493,000 5.65
Zz Dhruv 452,000 5.18 452,000 5.18
Mahendrakumar Patel
8. Leeladevi J 300,000 3.44 300,000 3.44
Choudhary
Total 8,732,700 100.00 8,732,700 100.00

(c) Set forth below are details of Shareholders holding 1% or more of the paid-up share capital of our
Company as on two years prior to the date of this Prospectus (including the maximum number of
Equity Shares that any such Shareholder will be entitled to upon conversion of any convertible
instrument or exercise of any option held by such Shareholder).

Sr. Shareholder Number of Equity | Percentage of | Number of Percentage
No. Shares Equity Share Equity (%) ona fully
Capital Sharesona _ diluted basis
holding fully diluted
basis
1. Payal Kothari 2,182,000 24,99 2,182,000 24,99
3 Megharam Sagramji 1,827,000 20.92 1,827,000 20.92
Choudhary
3. Jayantiram —Motiram 1,284,700 14,71 1,284,700 14,71
Choudhary
4. Mahesh Himatlal Puj 1,202,000 13.76 1,202,000 13.76
5. Hemant — Rajnikant 992,000 11.36 992,000 11.36
Shah
6. Manojsingh Jadoun 493,000 5.65 493,000 5.65
Zz Dhruv 452,000 5.18 452,000 5.18
Mahendrakumar Patel
8. Leeladevi J 300,000 3.44 300,000 3.44
Choudhary
Total 8,732,700 100.00 8,732,700 100.00

Our Company, our Directors and the BRLM have not entered into any buy-back arrangement for the
purchase of Equity Shares of our Company.

Neither the BRLM nor its associates (as defined under the SEBI (Merchant Bankers) Regulations, 1992)
hold any Equity Shares as on the date of filing of this Prospectus.

No person connected with the Issue, including, but not limited to, the BRLM, the Syndicate Member, our
Company, the Directors, the Promoters or the members of our Promoter Group and Group Companies, shall
offer or make payment of any incentive, direct or indirect, in the nature of discount, commission and
allowance, except for fees or commission for services rendered in relation to the Issue, in any manner,
whether in cash or kind or services or otherwise, to any Bidder for making a Bid.

The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing
this Prospectus.

The Equity Shares to be issued or transferred pursuant to the Issue shall be fully paid-up at the time of
Allotment, failing which no Allotment shall be made.

Our Company has not allotted any Equity Shares in terms of any scheme approved under Sections 391 to
394 of the Companies Act, 1956 or Sections 230 to 234 of the Companies Act, 2013.

Except for the Issue, our Company presently does not intend or propose to alter the capital structure for a
period of six months from the Bid/ Issue Opening Date, by way of split or consolidation of the
denomination of Equity Shares, or further issue of Equity Shares, whether on a preferential basis or by way
of issue of bonus or rights or further public issue of Equity Shares or qualified institutions placement or

88
OBJECTS OF THE ISSUE

Details of utilisation of Proceeds

The details of utilization of the proceeds of the Issue are summarized below:

Particulars Amount ( in million)
Gross proceeds of the Issue” 1654.16
(Less) Issue related expenses * 175.24
Net Proceeds 1478.91

“subject to finalisation of Basis of Allotment.
Objects of the Issue
Our Company proposes to utilize the Net Proceeds raised through the Issue for the following objects:

1. Financing the project cost towards capacity expansion, technological upgradation, cost optimization of our
operations and support to the manufacturing facility and backward integration for manufacturing of hollow
pipes;

2. To meet long-term working capital requirements; and

3. General corporate purposes, subject to the applicable laws

(collectively, referred to herein as the “Objects”).

In addition, our Company expects to achieve the benefits of listing the Equity Shares on Stock Exchanges.

The main objects and objects incidental and ancillary to the main objects set out in the Memorandum of
Association enable our Company to undertake its existing activities and the activities for which funds are being
raised through the Issue. Further, the activities proposed to be funded from the Net Proceeds would be as

permitted under the main objects set out in the Memorandum of Association.

Requirement of Funds and proposed Schedule of Deployment

(in million)
Amount to Estimated deployment **
A Amount
. Total Estimated be deployed
Particulars deployed as on .
Cost i from Net Fiscal Year 2023
April 7, 2022#
Proceeds
Financing the project cost
towards capacity expansion
and backward integration for 1115.75 36.30 1079.45, 1079.45
manufacturing of Hollow
Pipes
To meet the long term working 250.00 Nil 250.00 250.00
capital requirements
General corporate purposes* 149.46 Nil 149.46 149.46
Total 1515.21 36.30 1478.91 1478.91

* subject to finalisation of Basis of Allotment...

**In the event the amount marked out for deployment in Fiscal 2023 is not used in Fiscal 2023, it will be deployed in Fiscal 2024, in
accordance with applicable law.

# as certified by certificate dated April 19, 2022 by the Statutory Auditors.

90
17.

18.

19.

20.

21.

22.

23.

otherwise.

Except for the Issue, 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 during the period commencing from filing
of this Prospectus with SEBI until the Equity Shares have been listed on the Stock Exchanges or all
application monies have been refunded, as the case may be.

The Equity Shares of our Company held by the Promoters and the Promoter Group are held in
dematerialised form.

None of the Equity Shares held by our Promoters are pledged or otherwise encumbered.

Our Promoters and members of our Promoter Group will not submit Bids, or otherwise participate in this
Issue.

There shall be only one denomination of the Equity Shares, unless otherwise permitted by law.

Our Company shall ensure that transactions in the Equity Shares by the Promoters and the Promoter Group,
if any, during the period between the date of filing this Prospectus with the RoC and the date of closure of
the Issue shall be reported to the Stock Exchanges within 24 hours of the transactions.

The BRLM and any person related to the BRLM or Syndicate Member cannot apply in the Issue under the
Anchor Investor Portion, except for Mutual Funds sponsored by entities which are associate of the BRLM
or insurance companies promoted by entities which are associates of the BRLM or a FPI (other than
individuals, corporate bodies and family offices) sponsored by entities which are associate of the BRLM.

89
The above fund requirements and proposed deployment are based on internal management estimates, and
quotations received from third-party vendors, which are subject to change in the future, and have not been
appraised by any bank or financial institution or any other independent agency. These are based on current
conditions and business needs, and are subject to revisions in light of changes in costs, the financial condition of
our business, interest rate fluctuations, business, strategy or external circumstances which may not be in our
control. Further, in case the Net Proceeds are not completely utilised in a scheduled Fiscal Year due to any
reason, the same would be utilised (in part or full) in the next Fiscal Year/ subsequent period as may be
determined by our Company, in accordance with applicable law. This may entail rescheduling and revising the
planned expenditure and funding requirement and increasing or decreasing the expenditure for a particular
purpose from the planned expenditure at the discretion of our management, subject to compliance with
applicable law. Further, we have not yet placed orders for majority of plant and machinery to be purchased and
set up as part of our proposed expansion of our facility at Dhaneti, Kutch. For further information, please see
“Risk Factors - Our Company is yet to place orders for majority of the plant and machinery for the proposed
expansion of our production capacity pursuant to the Objects of the Issue.” on page 55.

In case we require additional capital towards meeting the objects of the Issue, we may explore a range of options
including utilising internal accruals and availing additional debt from existing and future lenders. We believe
that such alternate arrangements would be available to fund any such shortfalls.

Means of Finance

The fund requirements for all objects are proposed to be entirely funded from the Net Proceeds and internal
accruals. Accordingly, we confirm that there is no requirement for us to make firm arrangements of finance
through verifiable means towards 75% of the stated means of finance.

In case of variations in the actual utilization of funds earmarked for the purposes set forth above, increased fund
requirements for a particular purpose may be financed by our internal accruals and/or debt, as required. If the
actual utilisation towards any of the objects is lower than the proposed deployment, such balance will be used
for funding other object as mentioned above or towards general corporate purposes to the extent that the total
amount to be utilised towards general corporate purposes will not exceed 25% of the gross Proceeds from the
Issue in accordance with the SEBI ICDR Regulations.

Details of the Objects

1. Financing the project cost towards capacity expansion, technological upgradation, cost optimization of
our operations and support to the manufacturing facility and backward integration for
manufacturing of Hollow Pipes/Tubes

Our Board of Directors in its meeting dated April 7, 2022 approved the proposed amount of 2 1079.45 million to
be funded for capital expenditure from the Net Issue Proceeds. We propose to undertake the following to
enhance our operational capacity and efficiencies:

a) Increase the plant capacity at Dhaneti, Kutch and procure additional equipment and machinery for
technological upgradation, cost optimization of our operations and support to the manufacturing
facility. We currently have one manufacturing facility at Dhaneti, Kutch which has a total installed
capacity of 10,800 MT per annum as of February 28, 2022. We currently manufacture welded
pipes/tubes upto size 6 mm - 219.3 mm and seamless pipes/tubes upto size of 6 mm - 114.3 mm
diameters at our manufacturing facility. We propose to increase the installed capacity of our
manufacturing facility to 2,000 MT per month which will also enable us to increase our production
capacity and product offerings by manufacturing pipes and tubes of multiple sizes, including higher
diameter welded pipes/tubes upto 1.219.2 mm and seamless pipes/tubes upto 168.3 mm. Towards this
end, we propose to install LSAW (A358) Plant which will increase production capacity from 600 MT
per month to 1200 MT per month of welded pipes/tubes by manufacturing higher diameter welded
pipes. Further, we propose to install a pilger plant to increase production capacity from 300 MT per
month to 800 MT per month of higher diameter seamless pipes/tubes.

We propose to acquire a slitting machine for the purposes of cutting steel strips/coils as per the desired

width which is required for our backend manufacturing process of welded pipes. We believe that the
same shall lead to reasonable cost savings, as currently, cutting of steel strips and coils is outsourced by

91
us. Further, with increase in our production capacity, we intend to set up an additional effluent
treatment plant, along with our existing effluent treatment plant, at our manufacturing facility, to ensure
compliance with the applicable pollution norms. Also, as a part of our technological advancement
strategy, we propose to set up an Acid Regeneration Plant (“ARP”) which shall reduce our raw acid
usage and chemicals in the neutralization plant, with a consequent reduction in the landfill produced.
We intend to procure additional machines like bevelling machines, and cranes to enhance/support our
production capabilities to service our customer requirements. We believe that the setting-up of the ARP
shall lead to enhancement in productivity, reducing the down-time for dumping and cleaning of sludge-
filled pickling tanks.

b) Backward integration through a piercing plant. The basic raw material for manufacturing seamless
pipe is hollow pipe which we procure from open market. We propose to install a piercing plant with a
capacity of 800 MT per month for in-house manufacturing of hollow pipes as our backward integration
strategy. With the setting-up of the piercing plant, we shall be able to produce hollow pipes from
stainless steel round bars.

The total outlay of capital expenditure proposed is as follows:

(in million)
SNo. Particulars Estimated Cost#
1 Civil and covered structure 241.62

2 Plant and machineries* 784.70

3 Contingency* 53.13
Total 1079.45,

* The allocation for contingent capital expenditure has been calculated to be equivalent to 5% of the total aggregate outlay capital
expenditure for i) Civil & covered structure, and ii) Plant and machineries. The contingent capital expenditure has been derived basis
management estimates.

# as certified by certificate dated April 19, 2022 by the Statutory Auditors.

Civil Works

The proposed civil works to be carried out includes land filling and levelling, construction of factory sheds and
related infrastructure. Our manufacturing facility is located at Dhaneti, Kutch with an area measuring 33,994
sq.mtrs. However, only 22,400 sq. mtrs of the land area is being utilized for the manufacturing and related
purpose, leaving a surplus land of 11,594 sq. mtrs which will be used for installing the new equipment and
machineries.

We have received quotations for such civil works from several third-party vendors. However, we have not
entered into any definitive agreements with any of such third party vendors and there can be no assurance that
the same vendors would be engaged to eventually undertake the civil works or the estimated cost will not
increase due to a possible cost escalation. If we engage someone other than the third party vendors from whom
we have obtained quotations or if the quotations obtained expires, such vendor’s estimates and actual costs for
the services may differ from the current estimates.

We estimate the requirement of seven structures in the form of covered structure out of which two covered
structures will be used for piercing plant, two covered structure for LSAW (A358) plant, and one covered
structure each for pilger plant, slitting line and for dispatch facility. We have earmarked % 241.62 million from
the Net Proceeds towards expenses on civil works. The breakup of expenditure is as follows:

Total Cost
‘. inclusive of Taxes - Validity of
Particulars (Amount in INR. Date of Quotation aaacnen Name of Vendor
Mn)

a : Not M's. Loladi
Civil Works 92.99 September 11, 2021 Applicable Canariédon
Structure 1 (2 covered 4137
structure) :

a (Ceoversd 18.51 M¥s. Shree Umiya
Snichie3 GTR April 04, 2022 45 Days Structures
structure) 6220

Sheeting Cost (2 covered 9.20

structure) .

92
Sheeting Cost (1 covered

3.45
structure)
Sheeting Cost (4 covered 13.81
structure)
Total 241.62
Plant and Machineries

Our Company intends to utilize % 784.70 million from the Net Proceeds for the purchase of plant and machinery
which will be utilized to (a) enhance our production capacity, (b) technological upgradation, cost optimization of
our operations and support to the manufacturing facility and (c) backward integration. While we have placed
orders for an aggregate amount of % 178.99 million for the purchase of new and upgraded machineries and
deployed 2 36.30 million through internal accruals as certified by Statutory Auditor by certificate dated April
19, 2022, we are yet to place orders for machineries and equipment for an aggregate amount of = 642.01 million.
Accordingly, we are yet to place orders for 78.20% of the total estimated cost in relation to the purchase of
machinery and equipment.

The following is a brief description of the plants and machinery is set forth below:

93
Plant and machineries for which order has been placed:

      

  
     
        
  

      

 

 

 

 

 

 

 

 

 

150days Foshan
on fromthe Hongjia
ee Sane Oct 31, 2021 day of Machinery 1 USD 389,500 29.95 45.19 New 25 New
30% Co., Ltd.,
advance China
Total-A 45.19
Taiyuan
Kaneds ‘ sisi Tongze
Piercing Manefecturing | oeeon, gon1 | Within 10 Heavy 1 USD 1,224,000 94.13 133.80 New 25 New
Machine Hollow Pipes months ingustry Co,
Ltd.
Total-B 133.80
Total A+B 178.99

 

 

 

 

#As certified by the Statutory Auditor, as on April 7, 2022, we have already deployed % 36.30 million through internal accrual as an advance for acquiring the slitting machine and the piercing
plant. The balance amount of & 142.69 will be funded through the Net Proceeds.

* Exchange rate considered is as of March 31 ,2022, being 1 USD = & 76.90 (source: cbic.gov.in)

** Customs duty rate of 7.50% has been applied for calculation of taxes applicable to cost of certain imported machinery and equipment. This amount also includes applicable goods and
services tax & freight but excludes installation and packaging charges.

94
Plant and machineries for which orders are yet to be placed:

 

 

For making
Higher
aw (4358) aide ri NA Parth Equipment Ltd. 1 . 210.00 247.80 New 25 New
welded
pipes
Total-B 247.80

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pilgers
usD
- LG30H 2 noso00 (S76 42.87 New
usD
-LG60H 20.76 3.3 Ne
March 15, Zhangjiagang Hengli Machinery 270,000 mes ee
; 60 Days ma :
-LG90 SS Pipes 2022 Company Limited, China 2 USD 26.15 69.21 New 25 New
from hollow 340,000 : :
usD
-LG120 1 asoo00 3481 45.34 New
= Draw Bench ee 2 Month J.M. Engineering, Gujarat 1 * 14g 14.18 New
Bevelling For Pilger March 25, ois Cui
Madiine Machine 3022 3 Month J.M. Engineering, Gujarat 1 : 18 2.42 New 25 New
Total-C 257.05

 

 

 

95
Ultrasonic

Testing Machine
~ Ulasonie 1 7 9.27 10.94 New
Testing
- Multi Channel EURO
Maine 1 caso 854 8.1 New
Data Leaging 1 - 0.75 0.89 New
Software Oekeuee

ctol 4 ‘

= i For Testinj 9 months Enrico Technologies (NDT) LLP New 25

Tube Handling B94, 2021 gies (NDT) i . 68 595 New
System
- Scanner 1 Z 3.86 4.56 New
= Data Logging .
Sontware 1 0.65 0.77 New
- Handling System 1 : 0.88 1.03 New
ETP Plant Eiloedt Jan 18, | ss0nays Riddhi Siddhi Purification 1 3 1.29 1.52 New 25 New

Treatment 2022
Acid Acid
Regeneration Purification | M@th 29, ¢ months Luova AB, Sweden 4 1,39,000 31.88 61.35 New | 12months | Now
2022 EUR (warranty)
Plant Unit
Dg Set 200 Kva3— Power_=— March 13, . ea ae 5 2 years
Be backup 3033 NA Amritlal Desai & Co., India 1 : 1.06 1.25 New waranty New
Cranes
-3 Ton 1 z 0.72 0.85 New
-6 Ton ‘Api ~ i 10 z 213 25.13 New
: pril 4, Cranetech Equipments,
For Handlin, ; 45 Days New 25
-20 Ton 8 2022 » Ahmedabad 2 : 3.27 7.72 New
= 30 Ton 2 @ 461 10.87 New
Total — Expansion of current Manufacturing Capacity (D) 137.16
Total - Expansion of current Manufacturing Capacity A=-B+C+D 642.01

* Based on quotations received from third party vendors. Exchange rate considered is as of March 31,2022, being 1 USD = % 76.90 and 1 EUR = @ 85.45 (Source: cbic.gov.in)
** Customs duty rate of 7.50% has been applied for calculation of taxes applicable to cost of certain imported machinery and equipment. This amount also includes applicable goods and services tax & freight but
excludes installation and packaging charges.

96
Schedule of Implementation

The detailed schedule of implementation for expansion of plant facility and setting up of piercing plant is set
forth below:

S.No. Particulars Commencement Completion
us Civil Work June 2022 January 2023
2. Procurement of Plant & Machinery June 2022 January 2023
2. Expected date of commercial commencement of project March 2023
Contingencies

We have not entered into definitive agreements with majority of these vendors and there can be no assurance
that the same vendors would be engaged to eventually supply the equipment or at the same costs. The quantity
of equipment to be purchased is based on the present estimates of our management. All quotations received
from the vendors mentioned above are valid as on the date of this Prospectus. If we engage a party other than
the vendors from whom we have obtained quotations, or if the quotations obtained expire, our current
management estimates and the actual costs for the services may differ. In view of the same, we have earmarked
an amount of % 53.13 million towards any cost overrun or any additional costs to be incurred. The allocation for
contingent capital expenditure has been calculated to be equivalent to 5% of the total aggregate outlay capital
expenditure for (i) civil & covered structure, and (ii) plant and machineries. The contingent capital expenditure
has been derived basis management estimates. Our Company shall have the flexibility to deploy such funds as
per our internal estimates of our management and business requirements, which may change from time to time.
The actual mode of deployment has not been finalised as on the date of this Prospectus.

2. To meet the long-term working capital requirements

We have continuous working capital requirements, and we fund our working capital requirements in the
ordinary course of business from our internal accruals, financing from various banks and financial institutions.
As on April 07, 2022, our Company’s working capital facilities sanctioned from banks/financial institutions
consisted of an aggregate fund-based limit (includes cash credit, working capital term loan & supplier financing)
of = 574.93 million and an aggregate non-fund-based limit of = 70 million. Basis our management estimates, we
propose to utilise % 250 million from the Net Proceeds to fund our Company’s long-term working capital
requirements for Fiscal 2023, which shall lead to a consequent reduction in our finance costs and thereby have a
positive impact on our profitability and financial condition.

Basis of estimates of long-term working capital requirements

The existing working capital of the Company as at nine -month period ended December 31, 2021, Fiscal 2021,
Fiscal 2020 and Fiscal 2019 and source of funding of the same are provided in the table below:

As at*
Holding March Holding March Holding March _Holding

Dec31, “Tevels 31,2021 Levels 31,2020 Levels 31,2019 _—_Levels

SNo Particulars 2021 &

bz @ @ @
million) (Days) ittnny 9) gniftony 9) nition) 299)
y Current Assets
Inventories
Send Material(incl 56973 2810-21789 30.22 236.12 «52.10 230.18 82.86
b. WIP. 105.75 12.05 21.95 2.92 22.26 4.89 22.17. 7.33
cFinishedGoods 485.54 48.24. 20196 23.83-—«:184.38 ~—«37.85 100.32 «30.83
Total 861.02 441.80 442.76 361.67
Trade Receivables 742.13 73.74 450.69 53.18 307.46 63.11 216.29 66.48

Other Current
Financial Assets*
Other Current Asset 502.87 49.97 203.64 24,03 92.76 19.04 84.12 25.85
Total Current
Assets (A)

waa 0.71 25.57 3.02 0.12 0.02 10.88 3.34

2,113.14 212.81 1,121.70 137.19 843.09 177.02 672.96 216.70

97
SNo

I

iit

Iv

, Dec 31,

Particul q
emars 2021

million)

Current Liabilities

Trade Payables 523.94

Other Financial 2

Liabilities sous

Provisions 0.07

Current Tax 5

Liabilities (Net) occa

Other Current

Liabilities 65.18

Total Current

Liabilities (B) TEB68

Working Capital

Requirements (A) 1,329.51

-(B)

Means of Finance

Short Term 2

Borrowings (i)** oa02

Internal Accruals 987.89

Gi)

Total Means of ies

Finance (i) + (ii)

Holding
Levels

(ays)

53.57,
3.89
0.01

15.43

6.48

79.37

133.44

11.11
122.33

133.44

March Holding

31, 2021
&
million)

424.22
44.15
0.04
102.75

62.34

633.50

488.20

195.87
292.33

488.20

* Other Current Financial Assets excludes Cash and Cash Equivalents

** Short Term borrowing includes Cash credit & working capital term loan

As at*

March Holding
Levels 31,2020 —_Levels
@

©) sition 9)
59.24 413.00 91.34
5.21 37.75 7.75
0.00 0.02 0.00
12.12 23.76 4.88
7.36 30.52 6.27
83.94 505.05 110.24
53.25 338.04 66.78
23.11 20348 41.77
30.14 13456 25.01
53.25 338.04 66.78

Note: Pursuant to the certificate dated April 19, 2022, issued by Maheshwari & Co., Statutory Auditor

Expected working capital requirements

March
31, 2019
«@
million)

324.56
18.15
0.01
18.87

28.99

390.58

282.38

132.55

149.83

282.38

Holding
Levels

(Days)

98.96
5.58
0.00
5.80

8.91

119.25

97.45

40.74
56.71

97.45

On the basis of existing and estimated working capital requirement of our Company and assumptions for such
working capital requirements, our Board pursuant to its resolution dated April 7, 2022 has approved the
estimated working capital requirements for Fiscal 2022 and projected working capital requirement for fiscal
2023, together with the assumptions and justifications for holding levels, and the proposed funding of such
working capital requirements as set forth below:

No

I

Particulars

Current Assets
Inventories
a. Raw Material (incl Stores)
b. WIP
c. Finished Goods
Total
Trade Receivables
Other Current Financial Assets*
Other Current Assets
Total Current Assets (A)

Current Liabilities

Trade Payables

Other Financial Liabilities
Provisions

Current Tax Liabilities (Net)
Other Current Liabilities
Total Current Liabilities (B)

March 31, 2022
million)

295.51
113.30
485.52
894.33,
755.59

40.30
382.83
2,073.05

380.78
53.62
0.10
31.21
100.74
566.45

98

Asat

ee March 31, 2023
(Days) ( million)

31.75 522.42

12.89 146.83

48.19 490.40

1159.65

75.00 784.73

4.00 60.36

38.00 410.48

209.83 2,415.22

40.00 408.66

5a2 41.28

0.01 0.12

3.10 11.96

10.00 120.73

58.43 582.75,

Holding Levels
(Days)

54.45
14.16
40.62

65.00
5.00
34,00
213.23

40.00
3.42
0.01
0.99

10.00

54.42
As at

s : Holdi ;
Na Particulars March 31, 2022 Levee. March 31,2023. Holding Levels
million) (ays) million) (Days)

am te Capital Requiceaents (4) 1506.60 151.40 1832.47 158.81

IV Means of Finance
Short term borrowing (i)** 573.59 56.94 494.32 40.95
Net Proceeds from the Issue (ii) : : 250.00 20.71
Internal Accruals (iii) 933.01 94.46 1088.15 97.15
an Means of Finance (i) + (ii) 1506.60 151.40 1832.47 158.81

*Other Current Financial Assets excludes Cash and Cash Equivalents
*** Short Term Borrowing includes Cash credit, working capital term loan & supplier financing.

Note: Pursuant to the certificate dated April 19, 2022 issued by Maheshwari & Co., Statutory Auditor.

Our Statutory Auditors have provided no assurance on the prospective financial information, working capital
estimates or projections and have performed no service with respect to the same.

Key Assumptions to the projected working capital requirements of the Company*

FY 2023 FY 2022
Particulars Assumptions Assumptions FY 2021 (Days) FY 2020 (Days) FY 2019 (Days)
(Days) (Days)

Inventories
Raw Material 54.45 31.75 30.22 52.10 82.86
WIP 14.16 12.89 2.92 4.89 7.33
Finished Goods 40.62 48.19 23.83 37.85 30.83
Trade Receivables 65.00 75.00 53.18 63.11 66.48
ihe) Coment Binancil 5.00 4.00 3.02 0.02 3.34
Other Current Assets 34.00 38.00 24.03 19.04 25.85
Trade payables 40.00 40.00 59.24 91.34 98.96
Other Financial 3.42 5.32 5.21 7.75 5.58
Liabilities
Provisions 0.01 0.01 0.00 0.00 0.00
Current-Tax Liabilities _ _ pis isi ea
(Net)
Other current liabilities 10.00 10.00 7.36 6.27 8.91

“Pursuant to the certificate dated April 19, 2022 issued by Statutory Auditor.

Justification for Holding Period Levels

Ss. Particular Justifications
No
1. Inventory Days In order to achieve cost competitiveness, maintaining efficient inventory levels are

critical. In FY21, FY20 and FY19 the inventory days were 23.83 days, 37.85 days and
30.83 days for finished goods respectively. In FY21, FY20 and FY19 the raw materials
inventory days were 30.22 days, 52.10 days and 82.86 days respectively. Our average
inventory days for last 3 fiscals was 55.06 days for raw material and 30.84 days for
finished products. We have estimated 31.75 days of raw materials inventory and 48.19
days of finished product inventory for the Fiscal ended March 31, 2022 and 54.45 days
of raw material inventory and 40.62 days of finished product inventory for the Fiscal
ended March 31, 2023. As we plan for expansion and backward integration of
manufacturing activity the assumed raw material inventory levels will be slightly
higher on account of change in raw material for our backward integration facility.

z Trade Receivable Days In FY21, FY20 and FY19 trade receivable days were 53.18 days, 63.11 days and 66.48
days respectively. Our average trade receivable days for last 3 fiscals were 60.92 days.
Due to the business growth and proposed expansion and the need for increasing the
sales volume we estimate the receivable to be maintained at levels of 75 days & 65

99
Ss. Particular Justifications

days for FY22 & FY23 which is in line with our average receivables holding levels.
3 Other Current Financial The key items under this head are TDS recoverable, Fixed deposits, margin money and
Assets allied interest. We expect to maintain the same level for FY22 and FY23.

4 Other Current Assets Other Current Assets include balance with statutory authorities, prepaid expenses,
advance to suppliers, advances etc. We expect the holding levels shall be at 38 days
and 34 days of for FY22 and FY23 respectively on account of increase in advances to
suppliers.

5 Trade Payable Days Our trade payables have been for 59.24 days, 91.34 days and 98.96 days for FY21,
FY20 and FY19 respectively. Our average trade payables were at 83.18 days.
However, going forward we estimate to maintain payables at 40 days for Fiscal 2022
and & Fiscal 2023 as increased demand and price volatility will impact on credits
available.

6 Other Financial Other Financial Liabilities include Creditors for Capital Goods \ Services, Interest

Liabilities accrued for borrowings, Obligation under lease payable, current maturities of long term
debts. We expect the same shall be in line with previous years.

¥ Current Provisions Current Provisions includes provisions created for compensated absences, gratuity etc.
We shall maintain the same level for FY22 and FY23

8 Other Current Liability | Other current liabilities include Statutory Remittances dues, advance from Customers
etc. We expect the levels to be at 10 days on account of increase in receipts of advance
from customers

3. General Corporate Purposes

Our Company proposes to deploy the balance Net Proceeds aggregating to = 149.46 million towards general
corporate purposes, subject to such amount not exceeding 25% of the gross proceeds, in compliance with the
SEBI ICDR Regulations. The general corporate purposes for which our Company proposes to utilize Net
Proceeds include, without limitation, maintenance and expansion of our manufacturing facility, repayment of
loans, strengthening of the marketing capabilities, as may be applicable, and meeting ongoing general corporate
exigencies.

The quantum of utilization of funds towards each of the above purposes will be determined by our Board, based
on the amount actually available under this head and the business requirements of our Company, from time to
time. In addition to the above, our Company may utilise the Net Proceeds towards other purposes relating to our
business which are considered expedient and as approved periodically by our Board, subject to compliance with
necessary provisions of the Companies Act and in accordance with the stated objectives and our business.

Government Approvals

We are required to secure various approvals for running its operations at its Manufacturing Facility including (i)
factory license; (ii) registrations under employee and labour related laws etc. In addition to these, for the
purposes of carrying on its manufacturing operations, we are required to obtain certain environmental consents,
clearances, which are issued in various stages on Company’s compliance with the requirements prescribed under
the Water Act, Air Act and authorization under Hazardous Management Rules (“Environmental Laws”) as per
the procedures/guidelines prescribed by the Gujarat Pollution Control Board (“GPCB”). The standard
environmental approvals are in the form of (i) Consent to Establish (“CTE”) to establish its manufacturing
facilities and (ii) a Consolidated Consent and Approval (“CCA”) to commence its manufacturing operations,
from the GPCB. As disclosed on page 294 of the RHP, the Company has obtained a CCA on December 17,
2021 from the GPCB for operating its Manufacturing Facility at its current capacity, under the Environmental
Laws.

In relation to financing the proposed project cost towards capacity expansion, technological upgradation, cost
optimization of its operations and backward integration as disclosed on page 91 of the RHP under “Objects of
the Issue”, the Company proposes to increase its production capacity (i) from 600 MT per month to 1200 MT
per month of welded pipes/tubes; and (ii) from 300 MT per month to 800 MT per month of higher diameter
seamless pipes/tubes and installation of a piercing plant with a capacity of 800 MT per month for in-house
manufacturing of hollow pipes as our backward integration strategy (“Capacity Expansion”). For achieving the
above indicated Capacity Expansion in line with the Objects of the Issue, the Company is required to obtain
modification/amendment to the existing licenses/approvals such as factory license, CTE, CCA at various stages
of the Capacity Expansion.

100
Further, in line with the prescribed process by GPCB, the Company is required to obtain amendment to CTE for
Capacity Expansion prior commencement of construction of Civil and covered structure at its manufacturing
facilities. As per the revised Schedule of Implementation for the commencement of Civil and covered structure,
as indicated on page 97 is June 2022. Accordingly, the Company had applied for the CTE amendment with
GPCB vide application number '209123' on December 22, 2021 which was not processed due to submission of
incomplete documentation. Thereafter, the Company filed a fresh CTE amendment application bearing number
'255708' for establishing its new proposed plant on April 10, 2022 for approval from GPCB. (CTE
Application”), which is currently pending.

In case of a delay in receipt of CTE amendment approval there may be adverse impact on the schedule of
implementation of the Capacity Expansion. For further details please refer to Risk Factor no.- 27 “We are
subject to various government regulations and if we fail to obtain, maintain or renew our statutory and
regulatory licenses, permits and approvals required to operate our business, our business, results of operations
and cash flows may be adversely affected. In addition, we have certain obligations under policies imposed and
schemes launched by the government that may not be directly beneficial or profitable to our business” and
Section “Government and Other Approvals”.

Issue Expenses

The total expenses of the Issue are estimated to be approximately = 175.24 million. The Issue related expenses
include fees payable to the BRLM and legal counsel, underwriting commission, fees payable to the Auditor,
brokerage and selling commission, commission payable to Registered Brokers, SCSBs’ fees, Escrow Banks’
and Registrar’s fees, printing and stationery expenses, advertising and marketing expenses and all other
incidental and miscellaneous expenses for listing the Equity Shares on the Stock Exchanges.

The following table sets forth details of the break-up for the estimated Issue expenses:

s. Activity Estimated Amt Asa% oftotal Asa % of
No. (in million) estimated Issue _ Issue size
Expenses*
1 Payment to the BRLM (including brokerage, 78.08 44.55% 4.72%
underwriting and selling commission)
2 Commission/processing fee for SCSBs, 25.15 14.35% 1.52%
Sponsor Banks and Bankers

to the Offer. Brokerage, underwriting
commission and selling commission and
bidding charges for Members of the Syndicate,
Registered Brokers, RTAs and CDPs

4 Fees payable to the Registrar to the Issue 1.10 0.62% 0.07%
5 Others:
a) Listing fees, SEBI filing fees, book building 12.05 6.87% 0.73%
software fees and other regulatory expenses;
b) Printing and stationery expenses; 3.07 1.75% 0.19%
c)Fees payable to Monitoring Agency; 0.94 0.54% 0.06%
d) Fees payable to legal counsel; 8.08 4.61% 0.49%
e) Advertising and marketing for the Issue; 12.83 7.32% 0.78%
and
f) Miscellaneous 33.95 19.37% 2.05%
Total Issue Expenses 175.24 100.00% 10.59%

101
For SCSBs

Selling commission payable to the SCSBs on the portion for Retail Individual Investors and Non-Institutional
Investors which are directly procured and uploaded by them would be as follows:

 

Portion for Retail Individual Investors 0.35% of the Amount Allotted* (plus applicable taxes)

 

Portion for Non-Institutional Investors (Category 1) _| 0.20% of the Amount Allotted* (plus applicable taxes)

 

 

 

Portion for Non-Institutional Investors (Category 2) _| 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.

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 for processing the Bid cum Application of Retail Individual Bidder and
Non-Institutional Investors procured from the Syndicate /Sub-Syndicate Members/Registered Brokers /RTAs
/CDPs and submitted to SCSBs for blocking would be as follows:

 

Portion for Retail Individual Investors* % 10/- per valid application (plus applicable taxes)

 

Portion for Non-Institutional Investors (Category 1 | % 10/- per valid application (plus applicable taxes)
&2)

 

 

 

 

*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/P/CIR/2021/570 dated June 02, 2021 read with SEBI
Circular No: SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021

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), portion for Non-Institutional Investors 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 Investors 0.35% of the Amount Allotted* (plus applicable taxes)

 

Portion for Non-Institutional Investors (Category 1) _| 0.20% of the Amount Allotted* (plus applicable taxes)

 

 

 

Portion for Non-Institutional Investors (Category 2) _| 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

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 € 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 Investors using 3-in-1 type accounts
¢ for Non-Institutional Bids using Syndicate ASBA mechanism / using 3- in -1 type accounts,

102
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.

Processing fees for applications made by Retail Individual Investors using the UPI mechanism of % 30/- per
valid application (plus applicable taxes) are applicable only in case of bid uploaded by the members of the
Syndicate, RTAs and CDPs.

For Registered Brokers

Selling commission payable to the registered brokers on the portion 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 Bidders & Non- | % 10/- per valid application* (plus applicable taxes)
Institutional Bidders (Category 1 & 2)

 

 

 

 

*Based on valid applications.

For Sponsor Bank

Processing fees for applications made by Retail Individual Investors using the UPI mechanism will be as under:

 

 

 

 

Sponsor Banks**

Axis Bank % 6/- per valid Bid cum Application Form * (plus applicable taxes).
Kotak Mahindra Bank  8/- per valid Bid cum Application Form * (plus applicable taxes).
ICICI Bank  8/- per valid Bid cum Application Form * (plus applicable 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/P/CIR/2021/570 dated June 02, 2021 read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.”

The selling commission and Bidding charges payable to Registered Brokers 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.

All such commissions and processing fees set out above shall be paid as per the timelines in terms of the
Syndicate Agreement and Escrow and Sponsor Bank Agreement.
Appraisal and Bridge Loans

The above fund requirements have not been appraised by any bank or financial institution. Our Company has
not raised any bridge loans which are required to be repaid from the Net Proceeds.

Means of Finance

The entire fund requirements of each the objects detailed above are intended to be funded completely from the
Net Proceeds and /or through our internal accruals or any combination thereof. Accordingly, we confirm that
there is no requirement for us to make firm arrangements of finance through verifiable means towards at least
75% of the stated means of finance, excluding the amount to be raised through the Issue or through existing
identifiable internal accruals as required under Regulation 7(1)(e) of the SEBI ICDR Regulations.

Interim Use of Net Proceeds

103
Pending utilization for the purposes described above, we intend to deposit the Net Proceeds only in scheduled
commercial banks included in the Second Schedule of the Reserve Bank of India Act, 1934, as may be approved
by our Board. In accordance with Section 27 of the Companies Act, 2013, we confirm that we shall not use the
Net Proceeds or any part thereof, for buying, trading or otherwise dealing in any shares of any listed company or
for any investment in equity markets.

Monitoring of Utilization of Funds

Our Company has appointed CARE Ratings Limited as the monitoring agency in accordance with Regulation 41
of the SEBI ICDR Regulations. Our Board and the monitoring agency will monitor the utilisation of the
Net Proceeds, and submit the report required under Regulation 41(2) of the SEBI ICDR Regulations.

Our Company will disclose the utilization of the Net Proceeds including interim use, under a separate head in
the balance sheet, specifying the details, if any, in relation to all proceeds of the Issue that have been utilised.
Our Company will also, in its balance sheet for the applicable Financial Years, provide details, if any, in relation
to all such Net Proceeds that have not been utilised, if any, of such currently unutilised Net Proceeds. Our
Company will also indicate investments, if any, of the unutilized proceeds of the Issue in our balance sheet for
the relevant financial years subsequent to receipt of listing and trading approvals from the Stock Exchanges.

Pursuant to Regulation 32(3) of the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose
to the Audit Committee the uses and applications of the Net Proceeds. On an annual basis, our Company shall
prepare a statement of funds utilised for purposes other than those stated in this Prospectus and place it before
the Audit Committee and make other disclosures as may be required until such time as the Net Proceeds remain
unutilised. Such disclosure shall be made only until such time that all the Net Proceeds have been utilised in full.
The statement shall be certified by the statutory auditor of our Company. Furthermore, in accordance with
Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to the Stock Exchanges on a
quarterly basis, a statement indicating (i) deviations, if any, in the actual utilisation of the proceeds of the Issue
from the Objects; and (ii) details of category wise variations in the actual utilisation of the proceeds of the Issue
from the objects of the Issue as stated above. This information will also be published in newspapers
simultaneously with the interim or annual financial results and explanation for such variation (if any) will be
included in our Director’s report, after placing the same before the Audit Committee.

Other Confirmations

No part of the Net Proceeds will be paid by our Company as consideration to our Promoters, Directors, Key
Management Personnel and the members of our Promoter Group or Group Companies, except in the ordinary
course of business. Our Company has not entered into nor has planned to enter into any
arrangement/agreements with our Directors, our Key Management Personnel, or our Group Companies in
relation to the utilisation of the Net Proceeds of the Issue.

Variation in Objects
In accordance with Section 13(8) and Section 27 of the Companies Act, 2013, along with the corresponding
rules issued thereunder, our Company shall not vary the objects of the Issue, unless authorised by our

Shareholders in a general meeting by way of a special resolution and subject to compliance with applicable
laws.

104
BASIS FOR ISSUE PRICE

The Price Band, Floor Price and Issue Price has been determined by our Company in consultation with the
BRLM on the basis of assessment of market demand for the Equity Shares offered through the Book Building
Process and on the basis of the qualitative and quantitative factors as described below. The face value of the
Equity Shares is 710 each and the Issue Price is 32.6 times the face value. Investors should also refer to the
sections “Our Business”, “Risk Factors”, “Restated Financial Statements” and “Management Discussion and
Analysis” on pages 139, 23, 194 and 253 respectively, to have an informed view before making an investment
decision.

Qualitative Factors
Some of the qualitative factors and our strengths which form the basis for computing the Issue Price are:

International Accreditations and product approvals,
Specialised production of Stainless-Steel Pipes and Tubes,
Multi-fold demand of our Products,

Customer Diversification, and

Experienced & Qualified Team

OF 09 BS rs

For further details, see “Our Business - Our Competitive Strength” on page 140.
For further details, please see “Our Business” and “Risk Factors” on pages 139 and 23, respectively.
Quantitative factors

Some of the information presented in this section relating to our Company is derived from the Restated
Financial Information.

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

1. Basic and Diluted Earnings Per Share (“EPS”)

Financial Period Basic EPS (in2) _Diluted EPS (in 2) Weightage
Financial Year ended March 31, 2021 18.04 18.04 3
Financial Year ended March 31, 2020 3.15 Sk =
Financial Year ended March 31, 2019 2.86 2.86 1
Weighted Average 10.55 10.55

Nine months period ended December 31, 2021* 15.50 15.50 -

* Not Annualized
Basic EPS and Diluted EPS calculations are in accordance with Indian Accounting Standard 33 ‘Earnings per Share’.

® — Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. [(EPS x Weight) for
each year] / [Total of weights]

© The above statement should be read with significant accounting policies and notes on Restated Financial Information
as appearing in the section titled “Restated Financial Statements” on page 194.

2. Price Earning (“P/E”) Ratio in relation to the Issue Price of % 326 per Equity Share

Particulars P/E ratio at the Issue Price
(number of times)

Based on Basic EPS for the financial year ended March 31, 2021 18.07

Based on Diluted EPS for the financial year ended March 31, —_

2021

105
Industry Peer Group P/E ratio

Based on the peer group information (excluding our Company) given below in this section, the highest P/E ratio
is 41.51, the lowest P/E ratio is 9.69 and the average P/E ratio is 25.60.

 

 

 

 

Particulars Name of the Company P/E Ratio | Face value of equity shares (in 2)
Highest Ratnamani Metal & Tubes Limited 41.51 2.00
Lowest Jindal Saw Limited 9.69 2.00

Industry Composite 25.60

 

 

 

 

Notes:
1. The highest and lowest industry P/E shown above is based on the peer set provided below under “Comparison with listed industry
peers”. The industry average has been calculated as the arithmetic average P/E of the peer set provided below. For further details, see

“- Comparison of Accounting Ratios with Listed Industry Peers” on page 106.
2. P/E. figures for the peer are computed based on closing market price as on April 19, 2022 on BSE, divided by Basic EPS (on

consolidated basis) based on the financial results declared by the peers available on website of www.bseindia.com for the Financial
Year ending March 31, 2021.

3. Return on Net Worth (RoNW)*

As per the Restated Financial Information of our Company:

Financial Period RoNW (%) Weightage
Financial Year ended March 31, 2021 59.18% 3
Financial Year ended March 31, 2020 25.36% 2
Financial Year ended March 31, 2019 30.80% 1
Nine months period ended December 31, 2021 19.58%

Weighted Average 43.18%

* Net Profit after tax, as restated / Net worth, as restated, at the end of the period/year

Notes:

Weighted average = Aggregate of year-wise weighted Net Worth divided by the aggregate of weights i.e. [(Net Worth x
Weight) for each year] / [Total of weights]

©) Return on Net Worth (%) = Net Profit after Taxation (as restated) divided by Net worth at the end of the year.

‘Net worth has been computed as the aggregate of share capital and reserves and surplus (including securities premium,
share option outstanding account, debenture redemption reserve and surplus/ (deficit) of our Company).

3. Net Asset Value per Equity Share*

Fiscal/ Period Ended NAV (2)

As on December 31, 2021 79.15
As on March 31, 2021 30.48
After the completion of the Issue 2 140.86
Issue Price 2 326
[Notes:

® ~ Issue Price per Equity Share will be determined on conclusion of the Book Building Process.
© Net Asset Value Per Equity Share = net worth as per the restated financial information / number of equity shares
outstanding as at the end of year/period
Net worth has been computed by aggregating share capital and reserves and surplus as per the restated financial
information. There is no revaluation reserve or miscellaneous expenditure (to the extent not written off).]

4. Comparison of Accounting Ratios with Listed Industry Peers

Name of the company Total Face P/E EPS EPS ~~ RoNW__NAV per
income(@ Value (Basic) (Diluted) (%) equity
in million) per ®@ ®@ share (2)
equity
share
®
Venus Pipes & Tubes Limited 3,120 10.00 18.07 18.04 18.04 59.18% 30.48
Listed Peers
Jindal Saw Limited 108,720, 2.00, 9.69 10.02, 10.02, 4.69% 218.39

106
Name of the company Total Face P/E EPS EPS = RoNW__NAVper

income(@ Value (Basic) (Diluted) (%) equity
in million) per 3) ® share (2)
equity
share
®
Ratnamani Metal & Tubes Limited 23,415 2.00 41.51 59.07 59.07 13.9% 425.35

Source: All the financial information for listed industry peers mentioned above is on a consolidated basis and is sourced from the
annual reports/financial results as available of the respective company for the year ended March 31, 2021.

Financial information for Venus Pipes & Tubes Limited is derived from the restated financial information for the year ended
March 31, 2021.

Notes:

(1) Basic and Diluted EPS refers to the Basic and Diluted EPS sourced from the financial statements of the companies
respectively for the year ended March 31, 2021

(2). P/E Ratio has been computed based on the closing market price of equity shares on BSE on April 19, 2022, divided by the
Diluted EPS provided under Note 1 above.

3) RONW is computed as net profit after tax (including profit attributable to non-controlling interest) divided by closing net
worth. Net worth has been computed as sum of paid-up share capital and other equity.

(4) NAVis computed as the net worth divided by the outstanding number of equity shares.

(8) Financial information for companies is for the year ended March 31, 2021

The Issue Price is 32.6 times of the face value of the Equity Shares.

The Issue Price of = 326/- has been determined by our Company in consultation with the BRLM, on the basis of
assessment of demand from investors for Equity Shares through the Book Building Process and, is justified in
view of the above qualitative and quantitative parameters.

Investors should read the above-mentioned information along with “Risk Factors”, “Our Business”, “Restated
Financial Statements” and “Management's Discussion and Analysis of Financial Condition and Results of
Operations” on pages 23, 139, 194 and 253, respectively, to have a more informed view. The trading price of
the Equity Shares could decline due to the factors mentioned in the “Risk Factors” on page 23 and you may lose
all or part of your investments.

  

107
STATEMENT OF SPECIAL TAX BENEFITS

Certificate on Statement of Possible Special Tax Benefits

 

Date: April 19, 2022

To,

The Board of Directors

Venus Pipes & Tubes Limited

(Formerly known as Venus Pipes & Tubes Private Limited)
Survey No. 233/2 and 234/1,

Dhaneti, Bhuj,

Kachchh, Gujarat - 370020

SMC Capitals Limited

A-401/402, Lotus Corporate Park,

Off Western Express Highway, Jai Coach Junction,
Goregaon (East), Mumbai - 400063

Maharashtra, India

Sub: Statement of possible special tax benefits(under direct and indirect tax laws) available to Venus
Pipes & Tubes Limited (“Company”) and its shareholders of the Company prepared in
accordance with the requirements of the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as amended (the “ICDR Regulations”)

Dear Sir/Madam,

1. We, Maheshwari & Co., Chartered Accountants, the statutory auditors of the Company, hereby confirm

that the enclosed Annexure A and B, prepared by the Company and initialled by us for identification
purpose (“Statement”) for the proposed initial public offering of equity shares of the Company (“Issue”),
provides the possible special tax benefits available to the Company and to its shareholders under direct tax
and indirect tax laws presently in force in India, including the Income Tax Act, 1961, , the Central Goods
and Services Tax Act, 2017, the Integrated Goods and Services Tax Act, 2017, the Union Territory Goods
and Services Tax Act, 2017, respective State Goods and Services Tax Act, 2017, Customs Act, 1962 and
the Customs Tariff Act, 1975 each as amended (read with the rules, circulars and notifications issued in
connection thereto), ) and as presently in force in India as on the date of this certificate and, as amended by
the Finance Act, 2020, i.e. applicable for the Financial Year 2020-21 relevant to the assessment year 2021-
22, Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions
prescribed under the relevant statutory provisions. Hence, the ability of the Company and/or its
shareholders to derive the tax benefits is dependent upon fulfilling such conditions, which based on
business imperatives the Company faces in the future, the Company may or may not choose to fulfil.

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 the Annexure A
and B. Any benefits under the taxation laws other than those specified in the Annexure A and B 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 the Annexure A and B have not been examined and covered by this statement.

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

108
4, In respect of non-residents, the tax rates and the consequent taxation shall be further subject to any benefits
available under the applicable Double Taxation Avoidance Agreement, if any, between India and the
country in which the non-resident has fiscal domicile.

5. | We do not express any opinion or provide any assurance as to whether:
e the Company or its shareholders will continue to obtain these benefits in the future; or

e the conditions prescribed for availing of the benefits, where applicable have been/would be met
with.

¢ the revenue authorities/courts will concur with the views expressed therein.

6. The contents of the enclosed Statement are based on information, explanations and representations
obtained from the Company and on the basis of our understanding of the business activities and
operations of the Company.

7. We have conducted our examination in accordance with the ‘Guidance Note on Reports or Certificates for
Special Purposes’ issued by the Institute of Chartered Accountants of India (“ICAI”) which requires that
we comply with ethical requirements of the Code of Ethics issued by the ICAI. We hereby confirm that
while providing this certificate we have complied with the Code of Ethics issued by the ICAI.

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

9. This certificate may be relied upon by the Company, the Book Running Lead Manager (“BRLM”) and the
legal counsel appointed by the Company and the BRLM in relation to the Issue. We hereby consent to the
extracts of, or reference to, this certificate being used in the Prospectus, the Prospectus and in any other
material used in connection with the Issue and other Issue related materials (collectively, the “Issue
Documents”). We also consent to the submission of this certificate as may be necessary, to any regulatory
authority and/or for the records to be maintained by the BRLM in connection with the Issue and in
accordance with applicable law.

We confirm that we will communicate any changes in writing in the above information that will come to our
attention or as made available to us by the management or the BRLM until the date when the Equity Shares
allotted in the Issue commence trading on the relevant stock exchanges.

All capitalized terms used herein and not specifically defined shall have the same meaning as ascribed to them
in the Issue Documents.

Yours Sincerely,

For MAHESHWARI & CO.
Chartered Accountants
(Firm Registration Number: 105834W)

Sd/-

Ramesh Totla

(Partner)

Membership Number: 416169
UDIN:

Place of Signature: Surat

109
Annexure A

Statement of Tax Benefits

ANNEXURE TO THE STATEMENT OF POSSIBLE SPECIAL DIRECT TAX BENEFITS
AVAILABLE TO VENUS PIPES & TUBES LIMITED (“THE COMPANY”) AND ITS
SHAREHOLDERS

DIRECT TAXATION

This statement of possible special direct tax benefits is required as per Schedule VI (Part A)(9)(L) of the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as
amended (‘SEBI ICDR Regulations’). The term ‘special tax benefit’ has not been defined under the SEBI ICDR
Regulations, for the purpose of this statement, possible special tax benefits which could be available dependent
on the Company or its shareholders fulfilling the conditions prescribed under the tax laws, are enumerated
below.:

A) Under the Income-tax Act, 1961 (hereinafter referred to as ‘the Act’), as amended by the Finance Act,
2021, applicable for Financial Year 2021-22 relevant to Assessment Year 2022- 23 (‘Year’).

This Annexure sets out only the possible special direct tax benefits available to the Company and its
shareholders under the Income Tax Act, 1961 (the “Act”) as amended by the Finance Act, 2021 i.e. applicable
to Financial Year 2021-22 relevant to Assessment Year 2022-2023, presently in force in India.

I. Special direct tax benefits available to the Company under the Act

Lower Corporate Tax Rate under section 115BAA

A new section 115BAA was inserted by the Taxation Laws (Amendment) Act, 2019 ( “The Amendment Act,
2019) with effect from 1 April 2020 (Assessment Year 2020-21) granting an option to domestic companies to
compute corporate tax at a reduced rate of 25.168% (22% plus surcharge of 10% and cess of 4%), subject to the
condition that going forward it does not claim specified deductions/ exemptions 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. Further, the
provisions of Section 115JB i.e. MAT provisions shall not apply to the company on exercise of the option under
section 115BAA, as specified under sub-section (5A) of Section 115JB of the Act.

The Company has evaluated and decided to opt for the lower corporate tax rate of 25.168% with effect from the
Financial Year 2019-20. Such option has been exercised by the Company while filing its return for the Financial
Year 2019-20 within the due date prescribed under sub-section (1) of section 139 of the Act. Once the Company
exercises such option, the MAT tax credit (under section 115JAA) which it is entitled to on account of MAT
paid in earlier years, will no longer be available for set-off or carry forward in future years.

Il. Special tax benefits available to Shareholders
There are no special tax benefits available to the shareholders of the Company from investment in the equity

shares of the Company. However, such shareholders shall be liable to tax at concessional tax rates on certain
incomes (arising from sale of equity shares of the Company) under the extant provisions of the Act.

110
Section 112A of the Act provides for concessional rate of tax with at the rate of 10% in respect of specified
long-term capital gains gain exceeding Rs.1,00,000 arising from the transfer of a long-term capital asset (i.e.,
capital asset held for the period of 12 months or more) being an equity share in an Indian company or a unit of
an equity-oriented fund wherein Securities Transaction Tax (‘STT’) is paid on both acquisition and transfer.
Further, the benefit of lower rate is extended in case STT is not paid on acquisition / allotment of equity shares
through Initial Public Offering.

Section 111A of the Act provides for concessional rate of tax @ 15% in respect of short-term capital gains
(provided the short term capital gains exceed the basic threshold limit of exemption, where applicable) arising
from the transfer of a short-term capital asset (i.e. capital asset held for the period of less than 12 months) being
an equity share in a company or a unit of an equity-oriented fund wherein STT is paid on transfer.

Dividend income earned by the shareholders would be taxable in their hands at the applicable rates. However, in
case of domestic corporate shareholders, deduction under section 80M of the Act would be available on
fulfilling the conditions. Further, in case of shareholders who are individuals, Hindu Undivided Family,
Association of Persons, Body of individuals, whether incorporated or not and every artificial judicial person,
surcharge would be restricted to 15% irrespective of the amount of dividend.

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

NOTES:

1. The above benefits are as per the current tax law as amended by the Finance Act, 2021 and Taxation Laws
(Amendment) Act, 2020 applicable for Financial year 2021-22 relevant to the Assessment year 2022-23,
presently in force in India.

2. This statement also does not discuss any tax consequences, in the country outside India, of an investment in
the shares of an Indian company. The shareholders/investors in the country outside
India are advised to consult their own professional advisors regarding possible Income tax consequences that
apply to them.

3. The Statement has been prepared on the basis that the shares of the Company are listed on a recognized stock
exchange in India and the Company will be issuing equity shares.

4. The benefits discussed above cover only possible special tax benefits available to the Company and to its
shareholders and do not cover general tax benefits. The above statement sets out the provisions of the 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.

111
Annexure B

Statement of Tax Benefits

ANNEXURE TO THE STATEMENT OF POSSIBLE SPECIAL INDIRECT TAX BENEFITS
AVAILABLE TO VENUS PIPES & TUBES LIMITED (“THE COMPANY”) AND ITS
SHAREHOLDERS

INDIRECT TAXATION

This statement of possible special indirect tax benefits is required as per Schedule VI (Part A)(9)(L) of the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018 as
amended (‘SEBI ICDR Regulations’). The term ‘special tax benefit’ has not been defined under the SEBI ICDR
Regulations; for the purpose of this statement possible special tax benefits which could be available dependent
on the Company or its shareholders or its material subsidiary fulfilling the conditions prescribed under the tax
laws, are enumerated below.

I. Special tax benefits available to the Company under the GST Laws, Customs Act, Customs Tariff Act
and FTP

Refund of tax paid on Export of goods or refund of tax paid on inputs/input services used in export of
goods/services

Under the GST laws, export of goods or services has been treated as a ‘zero rated supply’ i.e. the goods or
services exported shall be exempted or refunded of GST levied upon them. Thus, in case of export of goods or
services the Company has an option to either pay GST on the supply and claim refund of the same or it can
export goods or services without payment of GST and claim refund of the GST paid on inputs and input services
used in such export. Going forward, with effect from a date to be notified, the refund of tax paid on export of
goods/ services would be available only to notified taxpayers. However, refund of tax paid on inputs and input
services used in export would continue to be available as before.

Advance authorization

Advance Authorisation is a scheme under FTP that allows duty free import of inputs, which are physically
incorporated in an export product. In addition to any inputs, packaging material, fuel, oil, catalyst which is
consumed / utilized in the process of production of export product, is also allowed to be imported duty free.

The quantity of inputs allowed for a given product is based on specific norms defined for that export product.
The Directorate General of Foreign Trade (DGFT) provides a sector-wise list of Standard Input-Output Norms
(SION) under which the exporters may choose to apply. Alternatively, exporters may apply for their own ad-hoc
norms in cases where the SION does not suit the exporter.

The inputs imported are exempt from duties like Basic Customs Duty, Additional Customs Duty, Education
Cess, Anti-dumping duty, Safeguard Duty and Transition Product-Specific Safeguard duty, Integrated tax, and

Compensation Cess, wherever applicable, subject to certain conditions.

Advance Authorisation covers manufacturer exporters or merchant exporters tied to supporting manufacturer(s).

112
Export Promotion Capital Goods (EPCG) Scheme

The objective of the Export Promotion Capital Goods (EPCG) Scheme is to facilitate import of capital goods for
producing quality goods and services and enhance manufacturing competitiveness. EPCG Scheme allows import
of capital goods that are used in pre-production, production and post-production without the payment of customs
duty.

The benefit under the scheme is subject to an export value equivalent to 6 times of duty saved on the
importation of such capital goods within 6 years from the date of issuance of the authorization.

EPCG scheme covers manufacturer exporters with or without supporting manufacturer(s), merchant exporters
tied to supporting manufacturer(s) and service providers.

Merchandise Export from India Scheme (MEIS) and Remission of Duties and Taxes on Exported Products
(RoDTEP)

Under the MEIS Scheme, certain rewards and incentives are given to exporters. Such incentives are given to
exporters at a specified rate which varies from product to product and from country to country. The incentives
are given at a specified rate on the Free on Board value. The percentage of rewards varies from product to
product and are in the range of 2% to 5% for most items. The incentives awarded to exporters under this scheme
are issued in the form of Duty Credit Scrips. These Duty Credit Scrips are freely transferable and can be used
for the payment of Customs Duty.

The MEIS incentives are applicable from 1 April 2015 to 31 December 2020.

The end of MEIS (2015-20) gave birth to the RODTEP scheme which came into effect on 01 January 2021.
RoDTEP entitles exporters to a certain percentage of an export price as a scrip which however gets limited to
the embedded taxes. The benefits under the scheme range between 0.5% to 4.3% of the FOB value of exported
products, subject to a cap at a certain sum per unit of the export commodity. As of now, Company product is not
yet covered in RoDTEP.

II. Special tax benefits available to the Shareholders of the Company

(i) The shareholders of the Company are not required to discharge any GST on transaction in securities of the
Company. Securities are excluded from the definition of Goods as defined u/s 2(52) of the Central Goods
and Services Tax Act, 2017 as well from the definition of Services as defined u/s 2(102) of the Central
Goods and Services Tax Act, 2017.

(ii) Apart from above, the shareholders of the Company are not eligible to special tax benefits under the
provisions of the Customs Tariff Act, 1975 and / or Central Goods and Services Tax Act, 2017, Integrated
Goods and Services Tax Act, 2017, respective Union Territory Goods and Services Tax Act, 2017
respective State Goods and Services Tax Act, 2017, the Goods and Services Tax (Compensation to States)
Act, 2017 including the relevant rules, notifications and circulars issued there under.

113
SECTION IV - ABOUT OUR COMPANY
INDUSTRY OVERVIEW

All information in this section is sourced from the Dun & Bradstreet Research Report (the “D&B Report”). The
D&B Report is subject to the disclaimer set out in “Certain Conventions, Currency of Presentation, Use of
Financial Information — Industry and Market Data” on page 13. All forward looking statements, estimates and
projections in this section are D&B’s forward looking statements, estimates and projections. While we have
taken reasonable action to ensure that information from the D&B Report has been reproduced in its proper form
and context, none of our Company, the Book Running Lead Manager and their respective directors, employees,
agents and professional advisors have conducted an independent review of the content or independently verified
the accuracy thereof. Accordingly, prospective investors should not place undue reliance on the information
contained in this section. The Material Contracts and Documents for Inspection shall also be available on
https://www.venuspipes.com/investors.

This section contains copies of certain tables and charts from the D&B report. References to “2017- 18”, “2018-
19”, “2019-2020” and “2020-21”, etc., or “FY 17”, “FY 18”, “FY 19” and “FY 20” etc. in these tables and
charts are to the financial years ended March 31, 2018, 2019, 2020 and 2021, etc., or as at March 31, 2018,
2019, 2020 and 2021, etc., as applicable. The use of the letter “E” or “P” after a number means it is an estimated
or projected number, respectively.

Global Economic Overview

Global economy rebounded well in 2021 from its Covid-induced historic decline. Despite the worsening
pandemic dynamics at the start of year and eventual lockdown in many parts of the world, the world GDP grew
by 5.9% (est.) in 2021. Gradual unlocking of economy, accelerating vaccination, dropping infection rate during
majority part of H2 2021 and government stimulus in many countries, all played its role in supporting the
economic revival. However, emergence of Covid-19 new variants (Omicron) and its rapid spread towards the
end of 2021 again presented an uncertainty about when pandemic going to end. Consequently, IMF in its
October 2021 forecast, did a downward revision in global GDP growth by 0.1% against its July 2021 forecast.
As per IMF, the world GDP is estimated to have grown at 5.9% in 2021. The low base effect also translated in
higher rate of growth in 2021.

World -3.2% 5.9% 44% 3.8%
India -7.3% 9% 9% 71%
China 2.3% 8.1% 4.8% 5.2%
Japan 4.7% 1.6% 3.3% 1.8%
USA -3.5% 5.6% 4% 2.6%
UK -9.8% 7.2% 4.7% 2.3%
EU -6.5% 5.2% 3.9% 2.5%

Source: International Monetary Fund

In current year, the geopolitical event and changes in world economic dynamics shaping as a result ongoing
Russia-Ukraine war threaten to derail the global GDP growth in 2022. US ban on Russian oil, natural gas and
coal coupled with UK and EU announcement to wean themselves off from Russian oil has potential to intensify
oil supply in global market and accelerate the already high global inflationary pressure. It will be noteworthy to
know that Russia account for 12% of global oil output and 17% of natural gas output and it may take some time
to ramp up alternative supply due to sudden ban on consuming Russian oil & gas. Prior to Russia~ Ukraine
crises, the international oil prices were already at risk of hitting new high due to tight supply of crude oil as
OPEC plus countries refuse to increase output while major oil supplier such as Qatar, Saudi Arabia, and the
UAE do not have significant capacity to increase supply at short notice. Also, their output is already reserved for
trade partners or domestic consumption. Disrupted business operation, supply chain disruption, elevated crude
oil prices, surging freight cost, inaccessibility of critical raw material and insecurity risk may aggravate food and
fuel prices. In addition to above, Russia’s unknown response to tightening western sanction is another major risk
to global GDP growth. As per IMF most recent outlook released in January 2022, the global GDP is projected to
grow by 4.4% in 2022.

114
India Economic Overview

 

Growth Trend (Constant 2011-12 Prices) Quarterly Growth (Yearly Change) 3 7
=
aGDP aGVA : ime Ex
: a = x.
£2 £8 22 28} ee 88 g3 %
e¢o35 89 83) x5 48 “eg
es 8 8B FG ee gag € &
z 5 § 8 8} & 8 8:5 8 8B
3 Moe Be i
=e 7 £538 !
3 gs 94 :
=GDP GVA a”

Sources: MOSPI R.E.: Revised Estimate. P.E.: Provisional Estimate

Hit by the coronavirus pandemic and subsequent lockdown, India’s annual GDP growth shrunk by 6.6% in FY
2021 as compared to a 3.7% y-o-y growth in the previous year. As per Mospi advance estimates, despite the
adverse effect of second wave of COVID-19 and associated localized lockdowns, the Indian economy
rebounded well in FY 2022 and is estimated to have grown by 8.9%. The country is set to overachieve its export

target despite the supply chain disruptions posed by COVID-19 restrictions, skyrocketing freight charges and
container shortages.

On quarterly basis, the country recovered well from the Covid slump as it registered healthiest ever quarterly
GDP growth of 20.33% in Ql FY 2022 on y-o-y basis. Though much of this sharp surge in GDP growth is
attributed to the low base-effect (as country observed a contraction of nearly 24% in GDP during Q1 FY 2021).
While a surge in the Delta variant during the second wave of pandemic starting from end of February and
strengthening till May 2021 was a drag on the overall economic recovery. On sequential Q-o-Q basis, India’s
GDP fell by 17% in Q1 FY 2022 as compared to the previous quarter output (Q1 FY 2022 change over Q4 FY
2021). Major relaxations in Covid-related restrictions and government relief measure such as INR 6.29 trillion
stimulus package for the pandemic hit sectors, higher healthcare spending, accommodative policy rate etc.
supported economic recovery in the subsequent quarter. During Q2 FY 2022, broader economic indicators
bounced back above pre-pandemic level which was well captured in the improved quarterly result
announcement of the corporates. Other economic indicators such as increase in bank credit growth and higher
m-o-m GST collections from August 2021 onwards too indicated economic recovery. With over INR 1.3 trillion
for the second straight month, the GST collection in November 2021 grew by over 25% (y-o-y) while it was
27% higher than the FY 2020 collection. In the quarter ending 30th September 2021, the country’s GDP grew
by 8.4% on yo-y basis against 7.4% decline in the same quarter in the previous fiscal. On sequential basis, it
registered 10% growth over the previous quarter. The y-o-y growth moderated in subsequent quarter (Q3 FY
2022) to 5.4% due to the weaning impact of high base effect.

(Source: D&B Report)

Sectoral GVA Growth (at constant prices 2011-12)

 

10.3%
8.6%
6.3%
ul 3.32% 3,279
hs 3.3%
FY2019 RE F FY FY2022(AB)
“1.4%
4.8%
-78%
mmm Agriculture mmm Industry == Services GVA

115
Sectoral analysis of GVA data based on advanced estimates reveals, growth returning higher to pre-pandemic
level in FY 2022. GVA in the industrial sector and services sector both strengthened during FY 2022 while
agriculture sector GVA observed some moderation in yearly growth.

In the industrial sector, growth across major economic activities such as mining, manufacturing and construction
sector surged, and registered a growth of 12.6%, 10.5% and 10% in FY 2022 against a decline 8.5%, 7.2% and
8.6% in FY 2021, respectively. Within industrial sector, only utilities sector observed growth single digit y-o-y
growth of 7.8%, although it was higher than the decline of 3.6% registered in the previous year.

Talking about the services sectors performance, with major relaxation in covid restriction, progress on covid
vaccination and living with virus attitude, business in service sector gradually returned to normalcy. Economic
recovery was supported by the service sector as individual mobility returned to pre-pandemic level. The worst
hit trade, hotel, transport, communication, and broadcasting segment registered 11.6% y-o-y growth in FY 2022
as compared to 20% contraction registered during FY 2021.

India’s Economic Outlook

The ongoing spread of Omicron ba.2 in many parts of the world and recent external risk shaping up due to
Russia-Ukraine crises have potential to restrain the pace of economic recovery especially in the manufacturing
sector. Profitability of businesses are under pressure. The high-risk averseness of foreign investors, volatility
and sharp downward movement in rupee, surge in commodity prices and the consequent rise in interest rates
will impact India’s short-term growth. Though in immediate term, the balance of risks facing the Indian
economy are tilted to the downside, but various structural measure introduced by the government post Covid to
revive 2.10% 5.52% 3.32% 3.27% 5.3% -1.4% -3.3% 10.3% 7.2% 6.3% -7.8% 8.6% 5.8% 3.8% -4.8% 8.3%
FY2019 RE FY2020 RE FY2021(PE) FY2022(AE) Sectoral GVA Growth (at constant prices 2011-12)
Agriculture Industry Services GVA 8 economy is going to have a long-lasting impact on India’s growth story.
The new free trade agreements that India has inked with UAE and is likely to forge with several countries such
as UK and Australia along with the PLI scheme would provide a boost to India’s export. Effective
implementation of various policies such as Amtanirbhar Bharat, Gati Shakti for multi-modal connectivity and
the National Monetization Pipeline (NMP) to finance infrastructure creation, will determine the future roadmap
of India’s growth story. If implemented well, it will have a crowd in effect on private investments and help India
to move closer to its target of reaching USD 5 trillion GDP goal by 2024. For CY 2022, backed by the
supportive structural reforms, IMF in its latest economic outlook review (Jan 2022) have projected India to
continue growing at 9% while growth outlook for many other major countries excluding Japan was revised
downwards.

Global Stainless-Steel (SS) Industry

Stainless Steel is a value-added product with high corrosion resistant properties. Higher levels of Chromium and
additions of other alloy elements (Nickel, Molybdenum, etc.) enhance the corrosion resistance. Compared to
traditional steel, stainless-steel has higher resistance to corrosion, superior aesthetic finish and higher life span.
These features have helped in increasing the popularity of stainless -steel across the world. High recyclability,
resistance to corrosion and low maintenance properties has made stainless steel a preferred metal for application
in diverse sectors railway, metro project, process industries, bridges, nuclear, airport, transportation, and
kitchenware. Based on the content of alloying elements stainless steel is segregated into three series: 200 series,
300 series and 400 series. With 55% share, Cr-Ni grade (300-series) account for majority share in overall
SSproduction.

Three Distinct Series of Stainless Steel & their composition

200 series 300 series 400 series
Manganese 5.5 -12% 2%maximum 1%maximum
Nickel 1-6% 6 -22% 0.75%mximum
Chromium 10.5 -20% 15-25% 10.5%minimum
Copper 1.5 -2.5% None None
Iron Balance Balance Balance

116
Production and Consumption Pattern

Global stainless-steel melt shop production grew by 10.6% to 56.3 Mn Tonnes in 2021 compared to ~50.9 Mn
Tonnes in 2020 (Source: International Stainless-Steel Forum). In 2021, China with over 54% share in global SS
production observed moderate 1.6% growth in 2021 against 2.5% y-o-y increase in the previous year. Talking
about India’s position in the global stainless steel market, India with average 7% share in global SS steel output
(during 2016-20), remained the second largest stainless-steel producer behind China till 2020. In 2021, the
global SS production composition is believed to have changed as Indonesia, the fourth largest SS producer was
expected to replace Japan and India to become the second largest SS producer globally. Industry Sources
suggest, Indonesia with estimated SS output of 4.2 Mn tonnes in 2021 observed nearly 75% annual growth
against 5.7% increase in 2020 while India’s SS output was estimated to be 3.5 Mn Tonnes. With 3.5 Mn tonnes:
SS output, India’s share in world SS output is estimated to have gradually reduced from 7.3% in 2016 to 6.2% in
2021.

Globally, cold rolled flat products are the largest produced stainless steel products in the world, followed by hot
rolled coils, and steel wire rods & bars. According to International Stainless steel Forum, cold rolled flat
products account for approximately 47% of the total stainless steel trade in the world. Hot coils, Semis-flat,
Semis-long, hot bar/wire rod, cold bar/wire, hot plate &sheet are the other SS intermediary products traded
globally.

Global Stainless Steel Production Volume % Share in Global SS Production
(Mn Tonnes)

ve 50%
som 822 54% 54% 5356
as75 48.08

563 59%
sae 76 OO sare
0.1 0.8
49 on a
|. |. |. L. L. L. Th Th TARTS GIN 6.2%
= - - = = : BEE eee

ole 2017-2018. 2019 2020202, China India

 

{Global Stainless Steet Production China india =2016 2017 82018 #2019 2020 92021

(Source: International Stainless-Steel Forum )

Metal products — manufacturing of kitchen utensils and home ware ~ is the largest end use of stainless-steel,
both globally as well as in India. In India, 12% of the stainless steel is used in construction and infrastructure,
13% in automobiles, railways and transport (ART), 30 % in capital goods and 44% in durables and household
utensils and 1% in others.

Indian Scenario

The Indian stainless-steel sector, the second largest producer ( till 2020) and consumer in the world, has a total
manufacturing capacity of more than 5 Mn tons of stainless steel annually. Since 2011, stainless-steel
production has increased at a CAGR of 7.8% per annum from ~2.16 Mn Tonnes in 2011 to 3.93 Mn Tonnes in
2019. Barring 2020 for pandemic led decline, India’s stainless-steel (SS) production has increased steadily
between 2014-21. In 2020, India stainless steel production observed a decline of 19.4% over 2019 owing to
Covid-19 pandemic induced depressed market condition. However, the industry rebounded well in CY 2021
where India’s annual domestic stainless-steel production was estimated to have reached 3.5 Mn tonnes,
registering 10.4% y-o-y growth.

SS production and consumption observed a V-shape recovery where volume improved gradually with phase-
wise unlocking of the economy on the back of government stimulus and efforts put in place by the industry
stakeholder. Flat products, which include steel slabs, sheets, plates, and coils account for 75% of total stainless
steel products in the country.

Despite being one of the largest producers as well as consumers of stainless steel, the per capita stainless steel
consumption in India remains low. India’s per capital stainless steel consumption has increased from 1.2 kg
in2010 to 2.5 kg in 2019, however, its consumption is comparatively much lower compared to the world
average of 6 kg per capita, This low consumption pattern is an indication of the inherent opportunities existing
in the sector.

117
Steel Pipes & Tubes

Globally, 10% of the steel produced is estimated to be converted to tubes. Higher demand for oil & gas and
chemical & petrochemical industry— two of the largest consumers of steel pipes and tubes — is driving the
demand across the world. Steel pipes and tubular products are broadly classified into the following six types:

Standard Pipe: There are three different types of standard metal pipes - welded (ERW Pipe), seamless pipe,
and galvanized pipe.

Line Pipe: Used primarily in oil and gas applications. Line pipe includes ERW, FW, SAW and DSAW Pipe.
They are manufactured to API 5L specification and are available in X42, X50, X60 etc. grades.

Oil Country Tubular Goods (OCTG): This includes drill pipes, tubing and casing and are primarily used in
drilling and completion of oil and gas wells. OCTG are produced by ERW and seamless manufacturing.

Pressure Tubing: Pressure tubing are produced using seamless manufacturing and are used for industrial and
pressure application.

Mechanical tubing: These are used for mechanical and structural application and are produced by ERW and
seamless manufacturing. They conform to ASTM specification.

Structural Tubing: These are used for support or retention purpose and are produced by ERW manufacturing.
These are available in round or square and are largely used in construction, for fencing and other miscellaneous
support needs.

Pipe Manufacturing

The two most common types of pipes are welded pipe and seamless pipe, both of which are available in carbon
steel and stainless steel. They are part of tubular goods, which are manufactured to different specifications and
standards. Pipes are sold by ‘nominal pipe size’ in sizes from 1/8” to 72”.

Welded Pipes: Welded pipe is manufactured using the following three process- ERW (Electric Resistance
Welded) pipe, Furnace Weld (FW) also called as Continuous Weld, and Submerged Arc Weld (SAW), also
known as DSAW. Most common specification for welded carbon steel pipe is A53. Welded SS Pipe is made to
specification ASTM A312 and A358. A312 is the most common specification for SS pipe. Welded stainless
pipe is made from 1/8" to 24" NPS (Nominal Pipe Size).

Seamless pipes: Seamless pipes are manufactured using a process that requires no welding. They are made from
steel billets and have uniform structure and strength across the entire pipe body because of which they can
withstand high pressure, temperature and stress, as compared to welded pipes, wherein the strength of the pipe is
somewhat limited to the strength of the weld joint. These are used in applications which require properties of
high anti-corrosion and an ability to withstand high pressure. Most common specification for seamless carbon
steel pipes is A106B and for seamless stainless steel pipes is A312. Seamless stainless steel pipe is made to
specification ASTM A312 and A376. A312 is also the most common specification for seamless SS pipe.
Seamless SS pipe is made from size 1/8” to 14” nominal.

 

Based on manufacturing process and differentiated by their end-usage, several types of steel pipes & tubes
manufactured are listed below—

Pipe Type Size Manufacturing Key Application
Seamless Piercing ingots/ billets of | It finds wide application in High Pressure
steel at high condition Oil & Gas Exploration &Drilling,
1/2"-14” temperatures Boiler, Automobiles, Process, _ Pipelines,
Refineries.
Spiral HSAW Spirally Welding HR Low Pressure Application Cross- Country Line
18-100” Coils Pipes for Oil & Gas and Water Transportation

118
Spiral LSAW Longitudinally High Pressure Application Cross Country Line

16-50” submerged arcwelding _ Pipes for Oil & Gas Transport
ofsteelplates

ERW 1/2”-20” Hot Rolled steel coils | Low/Medium Pressure Application, Application
using electrical in urban and rural infrastructure
resistance welding _(scaffolding),industrial application in
process engineering, automobile and process industry

such as chemical, food processing, fertilizers,
dairy, amongst other; pharmaceutical, power
plants and water & sewage transport.

Blacksteel Pipe Diameter:44"t_ Are Forged and threaded Water, Gas, Air, Steam, Sewage, Water Wells,
020" Mechanical, Hot water circulation in Boilers
Thickness:1. system, General Engineering purpose.
00 mm-—
12.7mm
GI Pipes (Galvanised 15mm to Coated with Zinc layers. It is primarily used in the carrying water in
Iron Pipes) 200mm. Generally screwed & homes and commercial building, Structural

socketed plain bevelled Application, Scaffolding
cut ends in pipe are used

DI Pipes 10mm —  Dlalso known as ductile It finds large application in transporting water
300mmanda cast iron is advanced for drinking water application, sewage treatment
bove form of cast iron that can _and for industrial water supply.

be manufactured in
multiple grades to
achieve high ductility
and tensile strength. Aus
tempered ductile iron
has even better
mechanical properties
and resistance to wear

LSAW pipes, made from steel plates, are also used in high pressure applications. On the other hand, HSAW and
ERW pipes, made from HR coils, are used in low pressure application areas.

Generally, LSAW, HSAW and seamless pipes are used in the oil and gas industry for exploration and
transportation. Typically, ERW, HSAW and seamless pipes are used in the non-oil segments such as water and
sewage, engineering, process industry, power plants, autos and metros, among others.

Basis raw material, steel pipes and tubes segment industry is primarily classified into—

Stainless steel: Seamless and welded, ERW SS Pipes. Most common stainless material used in pipes
manufacturing is 316 and 304 material grades.

Carbon steel: These are further divided into— i) Submerged are welding (“SAW”), which includes LSAW &
HSAW,;; ii) Electric welded resistance (“ERW”), which includes Black pipe, DI Pipes, GI pipe, GP, and hollow
section; and iii) Seamless.

Stainless steel is iron based alloy containing a minimum of 16% chromium and Nickel being another important
alloying element in stainless steel pipe. In many applications, stainless steel welded, and seamless pipes are used
due to good resistance to corrosion, perform at high temperature, clean look, and low maintenance cost. Due to
its general corrosive resistant and other attributes, stainless steel is used to manufacture SS High Precision and
Heat Exchanger Tubes, SS Stainless Steel Hydraulic and Instrumentation Tubes. SS seamless pipes and SS
welded and box pipes. These pipes and tubular product find diverse application in chemical plants, oil & gas,

119
fertilizer, capital engineering good -heat exchangers, pressure vessel, process industry, automotive,
pharmaceutical, paper & pulp, power plant, dairy, and food industries, amongst others.

Global Stainless - Steel Pipes & Tubes Industry

Globally, the SS pipes and Tube industry was estimated to be valued at nearly USD 32.4 billion in 2019
contributing 23% share in global pipes& tubes industry. In coming years too, the SS pipe & tube is expected to
observe a stable growth of 4% through 2025 with the total market size estimated to cross USD 40 billion.

Global SS Pipes & Tube Industry (USD Bn)
40.8

CY 2019 CY 2025

Demand Scenario

The oil & gas industry is among the major consumer segments for steel pipes and tubes used for transportation
of gas & liquid as well as for upstream, midstream, and downstream processing of crude oil. With global
economies gradually recovering from the pandemic impact, the demand for oil & gas is expected to resume
quickly. Spreading Covid-19 cases at the start of 2022 once again shed some uncertainty over the economic
recovery but this time the surge in infection caused muted impact on oil demand. Moreover, mobility indicator
continued to remain strong lending the positive outlook for the Oil demand in 2022. According to the
International Energy Agency (IEA), from 97 Mn barrels per day (BPD) in 2018, the oil demand is expected to
increase by 5.5 mb/d in 2021 and by 3.3 mb/d in 2022 while it is estimated to return to the pre-pandemic level at
around 99.7mb/d in 2022 projected to reach 103 mbd by 2030. However, the current Russia-Ukraine conflict
could change the demand-supply dynamics between various countries in the coming years.

According to the International Energy Agency (IEA), from 97 Million barrels per day (BPD) in 2018, the oil
demand is expected to increase by around 1 Million barrels per day (BPD) on an average every year till 2025.
As a result, new pipelines projects are being commissioned, pipelines capacities are being expanded and
offshore activities such as deep and ultra-deep-water production and development are increased which is having
a positive impact on the steel pipe segment.

Few industry-specific research analysis highlights that the steel tube market dominates the overall industrial
tubes market where the overall global industrial tube market was estimated to be valued at ~USD 478 billion in
2018 and is further slated to observe a decent 5.8% CAGR between 2018-23. Attributed to its metal properties,
SS tubes is expected to witness growing application in global petrochemical, chemical, energy & power and
automotive industries. Stainless steel is widely used in manufacturing of SS pipes, mechanical tubes, heat
exchanger tubes, structural tubes, hydraulic & instrumentation tubes and others (capillary tubes, boiler tubes,
precision tubes).

The pipeline segment is expected to register a steady growth within the US, which being a leading producer of
oil& gas, accounts for nearly 23% and 17% share, respectively, in global gas and oil production. According to
Global Data’s latest report, ‘North America Oil and Gas Projects Outlook to 2025 — Development Stage,
Capacity, Capex, and Contractor Details of All New Build and Expansion Projects’, North America is expected
to witness the operational commencement of 603 projects during 2021-2025. The US dominates the upcoming
project landscape in North America, with nearly 70% share of the total projects which are expected to start
operations by 2025. Out of these, newly announced projects dominate with 83% while the remaining are
expansion projects mainly in the upstream sector. Major upcoming projects in the US, such as the Alaska LNG

120
liquefaction plant worth USD 43 billion and Cameron LNG Liquefaction Plant worth USD 33 billion, are
expected to drive the need for oil & gas equipment including steel pipes & tubes.

(Source: D&B Report)
Indian Steel Pipes and Tubes Industry

Since 2000, steel production in the country has seen a phenomenal increase as the sector witnessed high
investments in capacity addition as well as technology upgradation. In 2018, India surpassed Japan to become
the second largest steel producer in the world, after China. According to World Steel Association (WSA), India
produced 118.13 Mn tons of crude steel in CY 2021 and accounted for 6.1% share in global crude steel
production. In 2021, India’s crude steel production registered a robust y-o-y growth of 18% against 10%
contraction in the previous year while it grew at a CAGR of 4% between 2017-21. On consumption side, India
is also the second largest consumer of finished steel. The emergence of a middle-class consumer segment has
altered the consumption landscape in India, and with it the industrial production. The country’s overall finished
steel consumption in India is estimated to have been growing at 7% per annum since 2016 till 2019 to reach
102.6 Mn Tonnes but in 2020, it dropped by 14% against 6% y-o-y growth in 2019. International statistics
indicates steel pipes & tube segment constitute ~8% share of the total steel consumption. Subdued industrial
activity, and economic uncertainty have dampened the demand scenario, leading to lower consumption.
However, economic recovery in 2021 points towards rising consumption of finished steel, consequently driving
the steel production. During 10M FY 2022, the country’s finished steel production was 21.06% higher than
previous year output and it stood at 93.3 Mn tonnes while its consumption was ~15% higher and stood at 86.83
Mn tonnes.

Presence of such a vast primary steel manufacturing infrastructure has also helped in the growth of secondary
and finished steel products. In pipes& tubes segment, India has emerged as one of the major producers of steel
pipes, after Europe and China. The country has a well-developed steel manufacturing industry capable of
manufacturing crude steel to value added steel products, including pipes & tubes. Availability of raw material,
cheap labor, and ability to produce steel at a low cost have supported India’s progress in the steel pipes and
tubes industry. As per industry sources, the country’s current manufacturing capacity of steel pipes and tubes
stands at around 21.5 million tons which is further split into welded, seamless, and casted pipes with respective
capacities of 16.3 million tons, 1.5 million tons and 3.7 million tons. Within welded pipes segment, ERW
capacity is estimated at 9.5milliontons and SAW pipes at 6.80 million tons.

Production & Consumption Growth Trend
Steel Pipe & Tube Consumption in India
(Mn Tonnes)

67 65
5. : of = 55
5 54 z

50 5.2 5.3

| | | | | |

2016-17 2017-18 += 2018-19 2019-20 -2020-21- FY 2022 Est.

Source: Center for Monitoring Indian Economy

Annual production of steel tubes & pipes in India is estimated to reach 6.22 Mn Tonnes in FY 2022 while
apparent consumption2 is estimated at 5.55 Mn Tonnes, but it continued to remain lower compared to the
prepandemic level (FY 2020). Rising output is backed by resuming demand recovery in the major end user
industry demand. The country’s 10M FY 2022 steel pipes & tubes output was up by 8% while its consumption
was up by 4% on y-o-y basis to reach 5.18 Mn Tonnes and 4.63 Mn Tonnes, respectively. In the previous year,
both the output and consumption of steel pipes & tubes in India observed decline on the back of spread of covid-

121
19 pandemic. Excluding FY 2021, the production and consumption of steel pipes& tubes in India has steadily
grown at a CAGR of 5.8% and 7.4%, respectively. Incremental demand originating from infrastructure, water
transportation mainly driven by Jal Jeevan Mission, construction, oil exploration, industrial application, and
expansion of gas pipelines such as city gas distribution and national gas grid, amongst others has supported the
growth of Indian pipes & tubes industry..

Domestic Industry Size

Due to diversified application in several industries, steel pipes and tubes industry is one of the important
segments of the Indian steel sector. However, it accounts for just 8% share in the overall steel consumption
basket which translate into consumption ranging from nearly 6.7 million tons to 8 million tons in the last five
years while a few industry experts also suggest the actual usage of steel pipes & tubes in India to be about 12-13
million tons. In value terms, the size of the Indian steel pipes & tube industry is estimated at nearly INR 550-
600 billion. With nearly 10 kg per capita consumption (PCC), steel pipes & tubes consumption in India is less
than half of the global average(21-22 kg PCC) and about one fifth of the Chinese (55-60 kg PCC) which
indicates huge opportunities for growing penetration of steel pipes & tubes in the Indian market.

Market Segmentation

In terms of market segmentation, steel pipes & tube industry is equally split between ERW and SAW &
Seamless pipes (S&S pipes) while by volume the ratio stands at 70:30, respectively. ERW pipes find
prominence because of their diverse applications as well as implementation of advanced technology such as the
Direct Forming Technology which allows for customized sizes and cost savings on raw material.

Indicative Market Segmentation of Indian Pipes &
Tubes Industry

Basis raw material segmentation, the domestic demand for Stainless steel pipes & tubes is currently estimated at
nearly 1.1Mn Tonnes in 2021.

Export and Import of SS Pipes & Tubes

India has continued to remain a net importer of SS pipes and tubes during the years 2016-21 where import value
observed uneven growth in response to domestic demand scenario. Consequently, SS pipes & tubes import
value declined at 1% CAGR during FY2016-21 to settle at INR 14.6 billion in FY 2021 while import volume
declined at8% CAGR to settle at 55.5 thousand tons in FY 2021. During 10M FY 2022, India continued to
remain a net importer by volume but by value it emerged as net exporter which depicts the influence of mild
appreciation in rupee value that translated in lower import bills.

122
India's Foreign Trade in SS Pipes & Tubes, By Value (INR Bn)

279
23.9
% ta 13.8 13.7
12. 119
7 9
| it hi [Ti : | :
I a a 0.1
FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 10MEY 10MFY
2021 2022
= Exports = Imports = Net Import
Source: Ministry of Commerce
India's Foreign Trade in SS Pipes & Tubes, By Volume
(in 000 Tonnes)
126.7
112.0
100.9
7.8
77.9
65.2
38, a
2.8 23. I
it I kik ‘
FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 10MFY 10MFY
2021-2022
= Exports ‘= Imports = Net Import

Source: Ministry of Commerce

Annually, import observed decline for the two consecutive years in FY 2020 and FY 2021 where it declined by
14% and 39% in value terms and by 20% and 45% in volume terms, respectively. Contraction in industrial
growth in India, leading to lower demand for SS pipes and tubes could be the major reason behind this drop-in
import. It will be noteworthy to highlight that decline in volume was sharper than value which implies higher
lJanded cost amidst depreciating rupee value. Falling imports in FY 2020 can be attributed to widespread
moderation in economic activity while in FY 2021 it was largely due to Covid-19 pandemic induced market
sentiments which impacted domestic consumption. During 10M FY 2022, India’s SS pipes & tubes import
observed 16% y-o-y growth in value terms and 9.7% increase by volume which point out revival in domestic
end user industries in the last financial year.

Major Trading Partners

China is the largest exporter of SS pipes and tubes to India and accounted for 54% of India’s total imports in FY
2021. The cost advantage enjoyed by Chinese manufacturers, who operate at a lower cost as compared to Indian
manufacturers, has helped in this high percentage of Chinese imports in the Indian SS steel pipes & tube
imports.

However, the cancellation of the export rebates1 on several steel products including ERW and seamless steel
pipes as announced by the Chinese government on April 28, 2021 w.e.f. May 1, 2021 is expected to benefit

10n April 28, 2021, China’s Ministry of Finance (MoF) and the State Administration of Taxation (SAT) announced to cancel VAT rebates
on the exports of certain steel products starting May 1, 2021. A list of 146 steel products subject to the cancellation of export tax rebates on
pig iron, seamless and ERW pipes (all sizes), hollow sections, wire rods, rebar, PPGI/PPGL coils and sheets, CRS, HRC, HRS and plates in
carbon, alloy/SS, SS/alloy bars and rods, round/square bars/wires, structural and flat products, steel sheet pi les, railway materials, and
articles of cast iron. Earlier, 13% VAT rebates on 1,084 products were made available by MoF and SAT in a notice dated March 17, 2020 to.
relax financial burdens faced by exporters due to the breakout of COVID-19 which will be no longer available to 146 steel products starting

123
domestic pipes and tubes manufacturers. The cancellation of export tax rebates would encourage Chinese steel
manufacturers to turn to the domestic market and would reduce the domestic production of various steel
products for export. Vietnam and South Korea were other major exports of SS pipes & tubes to India and
accounting for 15% and 6% of total imports in FY 2021.

India's Top 5 Export Destinaton for SS Pipes & India's Top 5 Import Source for SS Pipes, By
Tubes, By value, FY 2021 Value FY 2021

  
 

South

      

Netherland,
0%

USA. 6%

(Source: Ministry of Commerce)

India’s export of SS pipes & tubes is quite diversified where Indian manufactured products are supplied to more
than 130 countries spread across the world. In FY 2021, Italy followed by Spain, France, USA, and Netherland
remained India’s top five market for SS pipes and tubes. Together, these top 5 countries accounted for 52%
share in India’s total export earnings generated against SS pipes & Tubes.

Major Policies in Steel & Steel Pipes & Tubes Sector
National Steel Policy 2017:

This policy was initiated with the intention to create a globally competitive steel industry in India. It is an
updated version of the National Steel Policy of 2005. The achievement targets outlined under National Steel
Policy 2017 is likely to have a favorable impact on supply side dynamics and strengthen the indigenous
manufacturing capabilities. Key policy objectives include—

¢ — Increase the per capita steel consumption from current 63 kg to 158 kg by FY 2031.

* Reduce the dependency on imports of coking coal from 85% to 65% by FY 2031.

¢ Domestically meet the demand for high grade automotive steel, electrical steel, special steel etc. by FY
2031.

e Attain global standards in Industrial safety, reduce the carbon footprint and have energy efficient steel
production.

Strengthening the raw material supply chain. To reduce dependency on steel imports, in Dec 2020, the Ministry
of Steel, Government of India, signed a Memorandum of Cooperation (MoC) with the Ministry of Economy,
Trade and Industry, Government of Japan, to boost the steel sector through joint activities under the framework
of India - Japan Steel Dialogue. The initiative is expected to strengthen the steel sector in terms of trade and
investment, capacity building, energy efficiency etc., which bodes well for the stainless steel pipe industry as
well.

Stainless steel pipes notified under Steel Quality Control Order: To ensure the availability of quality steel to
the industry, the Ministry of Steel introduced the ‘Steel Quality Control Order’ banning sub-standard/defective
steel products both from domestic players & imports. As per the Order, it is ensured that only quality steel
conforming to the relevant BIS standards is made available to the end users in the country. As of December 20,
2021, 45 Indian Standards have been notified under the ‘Quality Control Order’ which covers carbon steel, alloy

 

on May 1, 2021. The policy covers almost all steel products, except cold-rolled coil, hot-dipped galvanized coil and aluminum-zinc coated
coil.

On July 29, 2021, China’s MoF and Tariff Commission further announced cancellation of export rebate for flat steel products classified
under Harmonized System codes 7209, 7210, 7225, 7226, 7302 and 7304, including CRC, HDG, galvalume and other coated steel sheet,
tinplate and different kind of electrical steel and seamless steel pipes with effect from August 1, 2021. The cancellation of 13% export rebate
has translated into rising expense for Chinese CRC and HDG seller by nearly USD 120-130 per tonnes.

124
steel and stainless steel. In addition, goods & articles made of steel such as stainless steel pipes & tubes,
laminations/cores of transformers, products of tin plate & tin free steel etc. have also been notified to prevent
circumvention of the “Steel Quality Control Order’. During the year 2020, 78 additional Indian Standards have
been notified under the ‘Quality Control Order’. The order excludes product meant for export as Indian
manufacturers making product for export purpose are required to comply with the destination market standard.

Domestically manufactured iron and steel products policy (DMISP): On 8th May 2017, the Government
released aDMISP policy to prefer the domestically manufactured iron & steel products in Government
procurement. To align with the Government “Atmanirbhar Bharat” scheme, Ministry of Steel notified
amendments / additions to the DMISP Policy in Dec 2020 which was last revised, 2019. The amended policy
further broadens the scope of the policy to promote domestic manufacturing in the steel sector. Domestic steel
has been defined as one which has been manufactured in India with value addition ranging from 15-50%. So far
(till end of 22nd March 2022), the Policy has led to import substitution of more than INR 224 Bn worth of steel
which indicates increasing usage of domestic steel in government procurement thereby contributing in creating
more job opportunities and strengthening the overall economy.

With respect to SS pipes & tubes, this policy has the potential to increase the procurement of domestically
manufactured pipes & tubes made with Stainless Steel by PSUs in manufacturing sector, particularly Oil & Gas.
sector where PSU presence is significant. This creates a direct opportunity for established large players in this
industry.

Union Budget 2022-23 Announcement & Steel

+ NIL Basic Custom Duty (BCD) on scrap of iron or steel including stainless steel that is applicable up to
March 31, 2022 is being extended up to March 31, 2023. Continuation of NIL BCD on scrap imports is
positive for sector.

+ Tariff rate of scrap of iron or steel is reduced to 2.5% from 5%. Therefore, once the exemption from duty
on these scraps expire, the BCD rate shall operate through tariff.

+ Rescinds anti-dumping or countervailing duty on following products of steel are revoked with effect from
February 1, 2022:

> Straight length Bars and Rod of alloy Steel from China PR,

> High Speed Steel of Non-Cobalt Grade from China PR, Brazil, Germany.

> Flat rolled products of steel (Al or Zinc coated) from China PR, Vietnam, and Korea RP.
> Hot rolled and cold rolled stainless steel flat products (from China PR).

Major Announcement in Infrastructure sector

+ 58% increase in capital expenditure for Roads and Bridges to INR1. 80 tn in FY23 (BE).

+ 17% increase in capital expenditure for Indian Railways - Commercial Lines to INR1.37 tn in FY23 (BE).

+ INR 480 bn is allocated for completing 8 mn houses for beneficiaries of PM Awas Yojana.

+ National Ropeways Development Programme (Parvatmala) in difficult hilly areas and congested urban
areas to improve connectivity and convenience where conventional mass transit system is not feasible.
Contracts for 8 ropeway projects for a length of 60 km will be awarded in 2022-23.

Significantly higher capital expenditure planned towards sectors with higher metals consumption intensity such
as Railway, Road and Bridges, Water infrastructure and Affordable Housing is positive as this will support
demand for metal. However, Removal of anti-dumping duty on certain imports from specific countries with
effect from February 1, 2022 and higher commodity price cycles put a dent in otherwise positive
announcements.

Demand Drivers

Stainless steel pipes and tubes are one of the most important products in the steel industry and they find wide
application in oil & gas, capital goods, power and several other sectors. In the industrial sector, it is used in the
manufacturer of the heat exchanger, condensers, and similar industrial equipment that are used in chemical
plants, fertilizer plants, pharmaceuticals, sugar, dairy & dairy products, water desalination and automotive
industry, among others. Additionally, steel pipes & tubes also find application in construction. Oil & gas and

125
chemical & petrochemical industry are the two largest consumers of steel pipes and tubes— and are driving the
demand across the world. Thus, demand for steel pipes & tubes is linked to the demand scenario and capex
plans prevalent in its end-user industries.

Demand from Oil & Gas Sector

Oil &gas sector is one of the largest end user industries for steel pipes and tubes including SS pipes and tubes
with pipelines being the major mode of transport for petroleum, oil, and lubricants. Therefore, oil & gas industry
has a close linkage that dictate steel pipes and tube demand in the country. Stainless steel offer good resistance
to high-pressure and high-temperature and therefore, is widely used in refineries, pipelines, storage capacity, gas
terminals, and retail outlets. Talking about oil & gas industry, India is currently the 3rd largest energy and oil
consumer in the world, after China and US. The Indian Oil & Gas (O&G) industry is distinguished in the global
context as it contributes to 4.6% of the global oil demand with consumption of 4.8 barrel per day in 2021. As
per IEA recent published report (under stated policy scenario), India’s oil consumption is projected to rise by
50% by 2030 comparison to global demand growing by 7%. India’s oil consumption is expected to grow by 4.8
million barrels per day (mbd) in 2019 to 7.2 mbd in 2030 and 9.2 mbd in 2050. India will continue to remain the
third largest consumer of oil in 2030. For Natural gas, the country’s consumption projected to double to 133
billion cubic meters in 2030 from 64 BCM in 2019 as against a 12% rise in global gas demand. Currently, India
is also the 4th largest refining capacity globally after US, China, Russia, having total refining capacity of 249.87
Mn Metric Tonnes per annum (MMTPA) as on year ending on 1.04.2021 while per day refining capacity stood
at 5 Mn barrel. As per IOC, a leading Indian Refiner, the country needs to add 2 Mn barrel per day by 2030 to
support the country’s economic expansion.

On production side, with proven reserves of 4.5 billion barrels, and 1.3 ton cubic meters, India accounts for a
mere 0.3% and 0.7%, respectively, in the list of countries with proven crude oil and natural gas reserves in 2018.
Moreover, the domestic crude oil production in the country has remained sluggish and has witnessed a falling
trend since FY 2012. Therefore, India continues to remain an import dependent country, meeting 85% of its oil
demand and 49.1% of its gas demand through imports (Apr-Feb 2022).

Crude Oil
Average Total Imports Domestic Production %share of
price(India (MMT) (MMT) Total %share of Domestic
basket) USD/bbl. Imports Production
2014-15 84.16 189.43 37.47 226.90 83.49% 16.51%
2015-16 46.17 202.85 36.94 239.79 84.59% 15.41%
2016-17 47.56 213.93 36.01 249.94 85.59% 14.41%
2017-18 56.43 220.43 35.68 256.12 86.07% 13.93%
2018-19 69.88 226.50 34.20 260.7 86.88% 13.12%
2019-20 60.47 226.95 32.20 259.12 87.59% 12.14%
2020-21 (P) 44.82 198.11 30.50 228.61 86.70% 13.34%
April-Feb 44.55, 178.20 27.90 206.10 84.10% 15.90%
2021*
April- > ; a
Feb2022* 75.78 193.50 27.20 220.70 85.40% 14.60%

(Source: Ministry Snapshot of India's Oil & Gas data)
*Cumulative Monthly data from Petroleum Planning & Analysis Cell: Snapshot of India's Oil & Gas data,
February 2022

India’s crude oil import volume observed 8.9% increase during 11M FY 2022 while crude oil import bill surged
sharply by USD 105.9 Bn amidst rising oil prices in global market, registering y-o-y growth of 96.8%. Such
high import dependency renders the country’s economy vulnerable to international crude oil market dynamics.
Consequently, to insulate the domestic economy from external shocks and conserve forex reserves, the
government is working towards increasing domestic E&P (Exploration & Production), to reduce import
gradually. The government envisages to cut India's oil import dependence by 50% by 2030.

Capital Expenditure Scenario in Indian Oil & Gas Sector
Being one of the largest end user industry of steel, capital investment trend in oil & gas industry has a great

bearing on steel pipes & tubes demand. Typically, around 10% of the capex in the oil & gas and petrochemical
industry is on towards steel pipes.

126
     

 

    

Eee ORO
Outstanding Projects* (INR Bn) New Investment (INR Bn)
1200) Fon 4 0] 1008
1,400.0
10,000 i,
60 | 1,200.0
Bnet 50 | 1,000.0 +
6,000 40 800.0
4,000 a 600.0
20
2,000 1o| 400.0
5 a . 7 i | . | 200
FY FY FY FY FY ASon .
2017 2018 2019 2020 202131. Dec FY FY FY. FY FY OMFY
2021 2017 2018 2019 2020 2021 2022

ms Outstanding Investment (RHS) —=No. of Projects (LHS) | "#7 New Investment(RHS) ——No. of Projects (LHS)

(Source : Center for Monitoring Indian Economy)
Growth Scenario in Natural Gas Infrastructure Development

ERW pipes are finding increasing application in city gas distribution network which is one of the fastest
growing end-user segments of natural gas infrastructure. In India, CGD sales were dominated by the CNG
(Compressed Natural Gas) segment, owing to stringent environmental regulations and rapidly growing
penetration of CNG fitted vehicles in India. It is predominantly used as auto-fuel and is CNG is economical and
eco-friendly than conventional liquid auto fuels.

Another area which find its application is Piped Natural Gas (PNG). PNG is used in domestic, commercial, and
Industrial segments. Natural Gas termed as PNG when it is supplied through an integrated network of Steel and
PE (Poly ethylene) pipeline to end consumers. A phased wise development of CGD networks in different
identified cities of the country including the cities approved under SMART Cities program is proposed by a
PNGRB, depending on the natural gas pipeline connectivity/natural gas availability.

Length in Kms as on 30.9.2021 Capacity in MMSCMD, as on 30.9.2021

    
 

Others , 6% Others ,5%
IOCL, 6%

rN

GIGL ,2%

PIL, 8% N

 

(Sources: Ministry of Petroleum & Statistic)

As on 30.9.2021, the Country had about 19,285 Km long Natural Gas pipeline network in operation of which
5,515kms of length was partially operational. The total capacity of completely operational pipeline stood at
337.3 MMSCMD. GAIL, GSPL, and PIL are major developer for Gas pipeline infrastructure in India with
GAIL accounting for majority share of 70% in existing pipeline infrastructure. Another 14,225 Km long gas
pipeline is under construction phase. This gas grid will help to increase availability of natural gas in various
parts of the country. Backed by booming PNG and CNG segments, the country's CGD network is anticipated to
which is expected to support ERW in coming times.

Demand from Pharmaceutical Sector

Indian pharmaceutical industry is ranked as the third largest in the world, in terms of volumes of drugs
manufactured, and thirteenth largest in terms of value. The country is also the world’s largest supplier of cost-

127
effective generic drugs, and accounts for one-fifth of the global trade in generic drugs. India has achieved an
enviable position in global generic drug market on the back of its strength in organic chemical synthesis and
process engineering. Indian pharmaceutical industry, which followed process patent structure for close to 30
years till the amendment of Patent Act in 2005 was favorable for generic drug manufacturers. The process
patent structure allowed industry to launch low-cost alternatives to innovator drugs if the manufacturing process
was different. India with its technically skilled labor force was able to reverse engineer patented drugs, and
hence became one of the largest and most developed generic drug markets in the world. The strong generic drug
manufacturing infrastructure developed during the process patent regime helped India to become the leading
exporter of generic drugs. Additionally, heavy investments in the manufacturing infrastructure which includes
the highest number of US FDA (Food & Drug Administration) certified facilities (outside the US), also ensured
Indian drug manufacturers to meet the quality standards mandated by regulated drug markets like the US and
EU. Today, India accounts for nearly 60% of the global vaccine production. This includes nearly 70% of WHO
(World Health Organization) demand for vaccines to combat Diphtheria, Tetanus, Pertussis and BCG vaccine as
well as nearly 90% of measles vaccine demand. Nearly 80% of the antiretrovirals drugs used to combat AIDS
(Acquired Immune Deficiency Syndrome) used globally is supplied by Indian pharmaceutical companies.

The change in pharmaceutical patent regime has resulted in increased focus on research &development
initiatives. Today, in the field of innovator drugs as well as biologics, Indian pharmaceutical industry is
considered a leader among the developing economies. Accordingly, the total turnover of Indian pharmaceutical
industry is estimated have increased by a CAGR of nearly 12.5% in the past five years (FY 2016-21) to reach
INR 3,335 billion.

Accordingly, annual revenue turnover in Indian pharmaceutical industry is estimated to be INR 3,637 Bn in FY
2022, with revenue turnover increasing by a compounded growth rate of 11% during the last five years (FY
2017-22). Led by covid therapy drugs & related products (drugs like remdesivir as well as vitamin / mineral
supplements) the sales of pharmaceutical drugs strengthened in FY 2021 and this trend has continued in the
succeeding year too. Strong domestic demand — in the wake of spread of the pandemic — has been a key
highlight of the industry growth in the past couple of years. Higher domestic consumption together with an
increase in product prices has helped the industry in posting strong growth in the last couple of years. Higher
price of raw materials (API / KSMs / DIs) forced pharmaceutical companies to hike product prices, after a
favorable decision was given by the pricing regulatory body.

Annual Turnover of Indian Pharma Industry

(INR Bn)
3,637
3,306
2,900
2,585,
J |
FY 2017 FY 2019 FY 2020 FY 2021E, FY 2022E

(Source: Department of Pharmaceuticals, Government of India, Dun & Bradstreet Research))

The global dominance of Indian pharmaceutical industry, primarily in generic formulation space is set to
continue in the foreseeable future. The patent cliff which lifted the patent protection of numerous blockbuster
drugs has been a major enabler in the growth of formulations. Indian firms have been able to capitalize on the
patent cliff by the timely launch of generic versions in the US market. Although the recent spike in US FDA
adverse comments on the manufacturing facilities of leading Indian pharmaceutical companies has impacted
exports, the correction action by companies concerned would help to reverse the impact.

As the acceptance of generic drugs increases in the developed markets, particularly the US, India’s position in
the global generic market will continue to rise. The move in the US market towards an affordable healthcare
framework, aided by supportive Government policies, will augur well for Indian companies already present in
the US market. Exports, which has been the mainstay of Indian pharmaceutical space, would be instrumental in
driving the future growth.

128
On the domestic front, the favorable demand created by increasing older population, and rise in incidences of
lifestyle diseases would continue to facilitate domestic revenue growth. However, the lifestyle disease segment
is largely addressed by patented drugs by innovator pharmaceutical companies, who are primarily multinational
players. The presence of India n generic pharmaceutical companies in this segment is low.

On the back of the above favorable factors, the compounded annual growth rate in the pharmaceutical industry
is expected to be higher than the growth rate recorded in the last decade. During FY 2021-30, the annual
turnover in Indian pharmaceutical industry is expected to grow by a CAGR of 10%, to reach INR 7,840 billion.

Projected Turnover of Indian Pharma Industry
(INR Bn)

7,840

3,306

FY 2021E FY 20225 FY 2030F

(Dun & Bradstreet Estimate)

Capex Scenario in Pharmaceutical

Covid-19 Pandemic has had a significant impact on the domestic pharmaceutical industry. The presence of
developed pharma industry remained critical in dealing with the Covid-19 pandemic. Understanding the
importance of having strong manufacturing base to ensure smooth supply, new investment saw sharp surge
during FY 2021 which is believed to have supported the overall demand for SS pipes and tubes in times when
demand scenario from other sectors turned adverse. In FY 2021, investment worth INR 370 billion spread
across 771 projects were announced.

 

 

 

 

Outstanding Projects* (INR Bn) New Investment (INR Bn)
2,000 » 1,183.0, 1,400} 40° 500
1,152.0 350 200
vam 1200) oy 700
5 | 1,000
250 ooo
1,000 B00 200 i
, 800) 150 oa
29g 315351 ii - 300
500 | 100 200
I 200 50 100
FY FY FY FY FY ASon FY FY FY FY FY 9MFY
2017 2018 2019 2020 2021 31. Dec 2017 2018 2019 2020 2021 2022
2021
mes Outstanding Investment (RHS) ——=No. of Projects (LHS) | sm New Investment(RHS) ——=No. of Projects (LHS)

 

(Source: Center for Monitoring Indian Economy)

Demand from Chemical & Petrochemical Industry

Chemical industry forms an integral part of economy, contributing to 13.32% of gross manufacturing value
addition and 12.9% of annual export revenue (FY 2021). In terms of annual market turnover, Indian chemical

industry is ranked 6th in the world. In terms of annual production, the domestic chemical industry is ranked 3rd
globally.

129
Production of Major basic Chemical & Petrochemical

 

(Mn Tons)
31.0
27.9 an
23.8
20.9
FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 9MFY 9MFY
2021 ©2022
sams Total Basic Major Chemicals sm Total Basic Major Petrochemicals. ——Total

(Source: Department of chemical & Petrochemical )

The highly diversified Indian chemical industry covers nearly 80,000 commercial products and is broadly
classified into bulk chemicals, specialty chemicals, agrochemicals, petrochemicals, polymers, and fertilizers.
Indian chemical industry is capable of manufacturing chemicals of varying complexity, from basic bulk
chemical to specialty chemicals like dyes, surfactants, and construction chemicals. Annual production of basic
chemicals— organic, inorganic, alkali chemicals, dyes & pigments, and pesticides— is estimated to be 11.2
million tons in FY 2021. Alkali chemicals — consisting of soda ash, caustic soda, and liquid chlorine — accounted
for 70% of production volume in FY 2021, followed by inorganic chemicals, and organic chemicals.

On the other hand, annual production of major basic petrochemicals is estimated to 17.9 Million Tons in FY
2021 while the total production of basic major chemicals and basic major petrochemicals reached 29.2 Million
Tons. Production volume in both basic major chemical and petrochemical declined by nearly 6% in both the
segment in line with overall moderation in end user industry due to depressed market condition. But the
cumulative monthly production volume during first 9 month in FY2022, registered 14% y-o-y growth in line
with resuming demand scenario. Prior to FY 2021, the production of basic chemicals increased by a CAGR of
4.8% while basic petrochemical production increased by a CAGR of 6.3% during the period and at aggregate
level it grew by 5.7% CAGR during FY 2016-20.

In value terms, the size of the industry is currently estimated at USD 178 billion which is expected to grow to
USD 300 billion by2025, growing annually by 9% per annum.

Capital Expenditure Scenario in Chemical Industry

 

in Chemical & Perera

  

 

    

 

 

Outstanding Projects* (INR Bn) New Investment (INR Bn)
ems annus 200 3,000 1,058 4,200
16,000 0 | 500] 2500 4,000
14,000 | °
12,000 | 2,000 | 2.000 B00
10,000
41,500 600
ae | 1,500
6,000 | 1,000] 1,000 + 400
4,000
2,000 i 500 500 200
FY FY FY FY FY ASon “py ry FY FY FY 9MFY —
2017 2018 2019 2020 2021 31. Dec 2017 2018 2019 2020 2021 2022
2021
m= Outstanding Investment (RHS) No. of Projects (LHS) | sam New Investment(RHS) ——=No. of Projects (LHS)

 

 

 

(Source: Centre for Monitoring Indian Economy)

To cater the growing industries demand, substantial investments are planned in chemical and petrochemical
sector. As per CMIE data, about 375 new projects were announced in the chemical sector during 9M FY 2022,

130
however value wise, overall investment higher than annual cumulative investment value announced in FY 2021.
This implies larger value per project during YTD FY 2022.

Capital Investment Growth Scenario in India

The overall GFCF at constant prices gained strength during Q4 FY 2021 after witnessing a negative to mild
growth in the previous three quarter on yearly basis. Improving quarterly data indicated improving demand
scenario which turned out to be temporary in nature.

Quarterly Capital Investment Trend in India

—®- GFCF (y-0-y) —@- Investment To GDP Ratio

62.5%

     

33.7% 30.8% 31.5% 31.0%
o—_»—__

31.6% 31.1% 33.3%
2

24.2%

    
   
    

 

    

8.6%

 

  

10.1%

04% 14% -0.4% 4.5% 0.6% 2.0%
-45.3%
2 8 8 &§ &F HF F F A A Q
= x bs) a & & & a a a qa
8 & § R & R & HR & RK &
§ &§ &§ § & & @ & & & &
o oO oO o o oO oO o oO o log

(Source: D&B Report)
Demand from Automobile Sector

The rise in automobile production and sale in India over the last couple of decades have translated into positive
demand for SS pipes & tubes in automobiles. Apart from the natural growth in demand due to rise in automobile
production, the regulatory changes that are happening across global automobile industry too have a positive
implication on increasing usage of stainless steel in the sector. The stringent emission norms and efficiency
standards are forcing automobile manufacturers to increase the proportion of special stainless steel used in
vehicles. The high strength-to-weight ratio, high durability, tolerance, and good corrosion resistance attributes
have also contributed to an increasing usage of stainless steel in automobiles.

Segment-Wise Domestic Automobile Sale,'000 units

26,266
24,981

     

21,545
18,616

13,032 12,909
512
131 178
FY 2017. FY 2018 FY2019  FY2020 FY 2021 9M FY 20219M FY 2022
mm Passenger Vehicles == Commercial Vehicles mums Three Wheelers

mm Two Wheelers ——Grand Total

(Source: Society of Indian Automobile Manufacturers (SIAM))

Note: Segment wise summation of domestic sales will not add to total as Quadricycle data has not been included
for analysis purpose.

The overall domestic production and sales surged to 30.9 million units and 26.2 million units in FY 2019 before
plummeting for two consecutive years in FY 2020-21. The COVID-19 pandemic worsened the vehicle demand
in FY 2021 as the industry lost two months in FY 2021 because of Government enforced lockdown. During 9M
FY 2022, the overall industry sales of [CE-based vehicle was down slightly (0.9%) where the decline was

131
largely in two-wheeler segment while domestic sales in other segments recovered. On contrary, the moderating
sales volume in overall ICE based vehicle is compensated by shift towards EV in India. During Jan-Dec 2021,
cumulative EV sales in India touched 311,368 units which was 160% higher compared to the corresponding
period last year. Aligning with growth industry sales, the auto component industry turnover in India
demonstrated a remarkable turn-around by registering 65% y-o-y growth, reaching USD 26.6 Bn (INR 1.96
trillion). The automobile demand got major push from the pent-up demand and accelerating vaccination drive.

Impact of COVID-19
Impact on Supply of Steel Pipes
1, Decline in Domestic Production

The spread of Covid-19 pandemic, which intensified during the beginning of 2020, and the subsequent steps
taken by the Union Government have impacted the economic growth in the country. The most significant impact
happed during the first half of 2020, because of the three-month long lockdown that the Union Government
imposed, starting from mid-March 2020.

The three-month nationwide lockdown had a debilitating impact on Indian economy which saw economic
growth plunge to all time low of 24.3% in Q1 FY 2021. Industrial activity came to standstill as the Government
mandated closure of all economic activity (except few essential sectors) during the duration of lockdown. As a
result, manufacturing GVA dropped by 38.5% in Ql FY 2021 compared to previous quarter and Index of
Industrial Production (IP) dropped by 40.3% in the same period.

Monthly Production of Steel Pipes & Tubes
700 4
coo |

soo 4

300 |
200 |

100 |

 

  

eS

 

e
(Source: Centre for Monitoring Indian Economy)

In fact, domestic production of steel pipes & tubes exhibited fluctuating after tepid production during the first
quarter of FY 2021 in line with gradually recovery in economic activity which again faced disruption in Q4 FY
2021 on account of second wave of Covid-19 which proved to be deadlier than the first wave. Monthly once
again dropped below 470 which was lowest since June 2020 while in subsequent month it observed a steady
growth between June 2021-Oct 2021. In Q3 FY 202 while producer again turned cautious during the Q3 FY
2022. Consequently, monthly domestic production dropped to 534.5 thousand tonnes in November 2021 against
575 thousand tonnes. However, given the low severity and mortality rate associated with the omicron variant
compared to prior variant, stricter long-lasting lockdowns was not announced during the third wave which
contributed production volume returning to closer to pre-Covid 19 level. .

2. Decline in Imports

Monthly import trend visible in import of steel pipe also points towards a lower demand scenario that is
prevailing in the Indian economy. Although the volume of imports moderated in FY 2019, it was mainly due to
the impact of regulatory polices (including imposing anti-dumping duty as well as other measures to protect the
domestic manufacturing segment). However, the volume of imports declined significantly in the months
immediately after the lockdown and has remained low since. The average monthly import of steel pipes to India
declined to 42,000 Tons in FY 2021, as against 68,000 tons and 74,000 tons in FY 2020 and FY 2019,
respectively. For 10M FY 2022, average monthly import of steel pipes & tubes to India hovered at slightly

132
lower level compared to the previous year corresponding period. However, the cumulative monthly sales for
Apr-Jan 2022 were 3% higher for the same period previous year.

Monthly Import of Steel Tubes

100
90
80
70

2 60
eso
8 4
30
20
10
0

a a 3 & i = & 5 5 a 5 gy

5B B&B 8 §& 5B BS 8 §€ &B B&B 8B &

@# = 6 8 # 2 6 $§ € 2 8 8

Average Monthly Import of Steel Pipes (in 000 Tons)
74
68
| | | ]
FY 2019 FY 2020 FY 2021 LIMFY 2021 11M FY 2022

(Source: Centre for Monitoring Indian Economy)
Impact on Demand for Steel Pipes

The onset of Covid-19 has disrupted the capital expansion plans in the manufacturing sector. The tepid demand
scenario that has been prevailing in the Indian economy has forced India to defer its capacity expansion plans.
This trend was observed across all major sectors in the manufacturing space. Such a steep decline in capital
expenditure pattern across the manufacturing industry has proven to be detrimental to the steel pipe industry. As
the demand for steel pipes& tubes is tied to industrial construction, the dip in capital investments translated into
lower demand in FY2021.

Capital expenditure pattern in India was already on the wane in FY 2020, as the economic growth slowed down,
on account of unfavorable economic factors. The scenario worsened in FY 2021 as the impact of Covid-19
added on to the already pessimistic mood in Indian corporate sector. In FY 2022, the business operation
gradually returned to normalcy with gradual relaxation in restriction announced to curb second wave.
Furthermore, the government continuing effort to scale up vaccination, strengthen healthcare infrastructure,
living with virus attitude and other economic measure to restore the economy back on the growth trajectory
supported the growing consumption volume of steel pipes & tubes during YTD FY 2022. During 10M FY 2022,
the country’s consumption of steel pipes & tubes registered 4% y-o-y growth.

Major Risks and Challenges
Risk of Economic Downturn and Project Delay
Demand for SS pipes is largely dependent on development projects undertaken by government entities or

agencies. A major economic downturn, for example, the Covid-19 pandemic, has the potential to disrupt
industry demand or cause delay for various projects. Delay in new projects announcement, clearances, required

133
Atmanirbhar Bharat packages

To support economic revival post Covid-19, the government in May 2020 announced the first stimulus package.
The first economic stimulus of INR 20 trillion was announced on May 13, 2020 and subsequently, two more
Atmanirbhar Bharat packages were announced of INR 730 billion on October 12, 2020 and INR 2.65 trillion on
November 12, 2020, bringing the total stimulus package at INR 29.87 trillion. Moreover, the government has.
decided that global tenders will be disallowed in government procurement tenders up to INR 2 billion which
will boost demand for indigenously manufactured product. In addition, PSUs are restricting local traders of
foreign pipe manufacturers for participation in their tenders, thereby encouraging the growth of domestic players
in Indian market.

Production Linked Incentives (PLI) Scheme

The government has announced INR 1.97 trillion to be spent in the next 5 years for PLI schemes in 13 sectors
which include advanced chemistry, cell battery, electronic products, automobiles and auto components, pharma,
telecom and networking products, textile, food products, white goods, and specialty steel. The scheme targets to
create and nurture manufacturing global champions for an Atmanirbhar Bharat, help manufacturing companies
become an integral part of global supply chains, possess core competence and innovative technology, and create
employment opportunities.

Various other policy decision such as changing the definition of MSMEs and encouraging the scope for private
participation have been introduced as a part of Atmanirbhar Bharat package which will have a favorable impact
on domestic manufacturing and SS pipes & tubes.

Sector Specific Schemes by Government
Oil & Gas

Hydrocarbons Exploration Licensing Policy (HELP): In a major policy drive to give a boost to petroleum and
hydrocarbon sector, the government unveiled the Hydrocarbon Exploration and Licensing Policy(HELP) in2016
which provides a uniform licensing system to cover all hydrocarbons such as oil, gas, coal bed methane etc.
under a single licensing framework. The new Hydrocarbon Exploration and Licensing Policy is based on the
new model of Revenue Sharing Contract (RSC) which has replaced the earlier model of Production Sharing
Contract (PSC). Under HELP, Open Acreage Licensing Policy (OALP) mechanism has been introduced that
enables E&P companies choose the blocks from the designated area by assessing the E&P data available at
National Data Repository (NDR) and by submitting an Expression of Interest (“EOI”). NDR, the backbone of
HELP, was launched on June 28, 2017, is the centralized data repository on Indian sedimentary basins
accessible through an e-platform that E&P Companies uses for bidding in OALP. Under HELP, EOI can be
submitted throughout the year without waiting for a formal bid round from the government. These blocks would
be subsequently offered through biannual formal bidding process.

The new model would eliminate the areas of disputes related cost recovery, calculation of I.M., cost of
unfinished work programmes, rigidities in timelines, procurement issues, delays in implementation of FDP. Key
features of HELP:

Vv

Increase in exploration phase- Exploration phase for onshore areas has been increased from 7 years to8
years and for offshore has increased from 8 years to 10 years.

Continuous exploration permitted during contract period

Marketing and pricing freedom for the crude oil and natural gas produced.

Easy to administer revenue sharing model.

Government audit-limited only to production and revenue

Reduced royalty rate to incentivize exploration in the offshore areas

Minimum regulatory burden

Ease of doing business

VVVVVVV

135
approval, project implementation and funding issue in industrial and infrastructure projects pose potential risk to
pipes demand. The capital investment scenario in Indian industrial sector has been pessimistic in the past couple
of years. The mounting NPA (non-performing assets) have forced banks to go slow in offering credit.
Furthermore, the drop-in demand scenario is discouraging corporate sector to invest in new plants/capacity
expansion. Thus, the demand for industrial equipment and consumables used in setting up industrial
infrastructure projects has fallen. Accordingly, capex in overall steel pipes and tubes industry has also observed
moderation in the last two years. The number of outstanding and new projects being announced has gradually
reduced over the last three years.

(Source: D&B Report)

Pesta ees

 

 

 

 

 

Outstanding Projects* (INR Bn) Ney. Investment (INR Bn)
40 28 . 14 16
13 i
35 | 2 1
} 25
30 1 as | aa) 10
25 “a . 10
20 } 15 8
15 | ® e 6
L 10 4 4
10 | 4
5 | 2 2 if 2
| - 4 i a | |
FY FY FY FY FY ASon FY FY FY FY FY SMFY
2017 2018 2019 ©2020 2021 31. Dec 2017 2018 2019 2020 2021 2022
2021
‘mm Outstanding Investment (RHS) ——=No. of Projects (LHS) | tm New Investment(RHS) ——No. of Projects (LHS)

 

(Sources: CMIE Capex)

At end of 9M FY 2022, 15 projects worth INR 36 billion were outstanding in the sector while just 3 new project
worth INR 1 billion was announced in during 9M FY 2021. Witnessing recovering demand, capex in steel sector
strengthen during FY 2022. As per Ministry of Steel Year-end review 2021, the cumulative CAPEX by steel
CPSEs for during 8M FY 2022 was INR 57.81 Bn which is 75.7% higher than CAPEX during same period last
year and capex during first 8 months of FY 2022 was 43.5% of the BE target.

Demand Generation from Government Initiatives

National Infrastructure Pipeline (NIP)

Good infrastructure is essential to support overall economic growth. As the government targets to make India a
USD 5 trillion economy by 2025, infrastructure remains a thrust area for the government. Construction sector
that includes infrastructure construction will be critical for boosting economic growth as it is the key growth
enabler for several other sectors. Infrastructure development provides impetus to other sectors like cement,
bitumen, iron and steel, chemicals, bricks, paints, tiles, financial services, among others. A unit increase in
expenditure in construction sector has a multiplier effect on other sectors with a capacity to generate income as
high as five times in other sectors.

The government remains committed to creating new and upgrading existing infrastructure to raise the quality of
life and ease of living in India to global standards. In December 2019, an investment worth INR 102 trillion was
announced by the government on infrastructure projects over the next five years under the National
Infrastructure Pipeline (NIP). The task force on NIP increased this amount to INR111 trillion in May 2020 from
its initial projections, which translates in a per year spending of around INR 22 trillion. The centre (39%) and
state (40%) are expected to have almost equal share in implementing the NIP in India, followed by the private
sector (21%). The amount allocated under NIP will be spent on building highways, railway lines, ports, airports
and other social and economic infrastructure.

134
Pharmaceutical

Scheme for Development of Pharmaceutical Industry: The objective of the scheme is to ensure drug security in
the country, by increasing the competitiveness and efficiency of the domestic pharmaceutical industry. Indian
pharmaceutical industry depends on imports for its bulk drug/API needs, bulk of which is sourced from China.
The scenario is similar in the case of medical device industry. The scheme intends to reduce the import
dependency. Several sub-schemes have been formulated to achieve this objective. These include:

Assistance to Bulk Drug Industry for Common Facility Center
Assistance to Medical Device Industry for Common Facility Center
Pharmaceutical Technology Upgradation Assistance Scheme
Assistance for Cluster Development

Pharmaceutical Promotion Development Scheme

Schemes to improve bulk drug production in India

The Government of India has notified a Production Linked Incentive (PLI) scheme for promoting the domestic
production of Key Starting Materials (KSM)/Drug Intermediates (DI)/Active Pharmaceutical Ingredients (API).
The gazette notification was published on July 21, 2020. The PLI scheme provides incentives on the production
of 41 eligible products notified by the Department of Pharmaceuticals. The total incentive outlined by the policy
is approximately INR 69.40 Bn while the incentive period is for production happening between FY 2021 and
FY 2030.

The policy has outlined committed investment & production capacity for each of the 41 products that is included
in the scheme. The investment can include that incurred on setting up manufacturing infrastructure (plant & 57
equipment and associated utilities), R&D infrastructure and buildings. However, there is a cap of 20% of total
investment in the case of expense for setting up buildings to house the manufacturing infrastructure. The
Government has also mandated that the plant & machinery and other utilities that would be used for
manufacturing the eligible products cannot be old / second hand / refurbished. It can be either purchased upfront
or leased in the name of the applicant.

Growth Outlook

From demand perspective, India’s growth scenario for steel pipes and tube including SS pipes and tubes remains
intact on the back of substantial government expenditure planned in major end user industries under National
Infrastructure Pipeline and recently announced PM Gati Shakti project. The various initiatives for infrastructure
development under the PM Gati Shakti will propel the demand of steel in various sectors thereby enhancing
steel usage and growth of the SS pipes & Tubes. We expect domestic SS pipes & tube industry to grow from
about 1.1 Mn tonnes currently to 1.6 Mn Tonnes by 2026, growing at CAGR 8.5%.

This couple with supportive policy reform through scheme like Atmanirbhar Bharat, PLI, amended DMISP
policy and Make in India will give push to domestic manufacturing and strengthen the supply side dynamics.
However, domestic SS face a major downside risk from rising imports, mainly from low-cost destination like
China which is creating material harm to the domestic industry. Given the higher input cost and other overheads,
domestic manufacturers find it difficult to compete with Chinese imports based on price. Only government level
initiatives, to create a level playing field would help in nullifying this challenge. In addition to above, the high
probability of RBI moving away from maintaining accommodative monetary policy amidst rising inflationary
pressure may further intense the fresh capital investment in the sector.

136
Major Players

Ratnamani Metals & Tubes Limited, Jindal SAW, Maharashtra Seamless Limited, Man Industries and Welspun
Corp are few of the major players in the Indian steel pipe & tube segment. All these companies have a wide
product portfolio, offering SAW, ERW, seamless and stainless steel pipes &tubes. Among these, Ratnamani and
Jindal SAW have an established SS pipes & tubes business, placing them as market leaders in this segment.

NC SER SONS Re OB Sree Aare nia

PS eS etre hyo

By Variety-Type

Carbon itted

ERW SAW Seamless DI pre Prey

 

Dun & Bradstreet Research, Company Websites
(Source: D&B Report)

“Announced the Entry into SS seamless pipe segment in FY 2021.

5 Announced the Entry into DI pipe segment in FY 2021. Greenfield facility coming up at Anjar, Gujarat to be commissioned by April 2022.

138
Projected Domestic Demand of SS Pipes & Tubes

(in Mn Tonnes) i

202 Lest. 2026P

(Source: D&B Estimates)
Competitive Landscape
Nature of Competition

Compared to carbon steel pipes, SS pipes & tube manufacturing sector is consolidated in nature, with few major
players accounting for majority market share. Capital intensive nature of the industry coupled with challenging
operating environment has erected steep entry barriers in SS pipes & tube sector, handing incumbents a definite
advantage. It is estimated that the capex required to set up a SS pipe & tube manufacturing facility is ~15 times
that required to set up a carbon steel pipe manufacturing facility of similar capacity. Such a high capital
requirement translates into higher upfront investment, which dampens the interest of smaller players.

SS pipes & tubes are used in harsh environment as well as for specialized application in mature sectors like oil
& gas, petroleum refining, chemical, pharmaceutical, and other similar process industries. Compared to carbon
steel pipes, the volume requirement is higher while breaking into large consumer segment is challenging and
time consuming. Since, SS tubes form an integral part of any new expansion project in the above-mentioned
consumer industries, products are subject to rigorous testing for technical competence post which price comes
in.

Although this increases the time required for a manufacturer to bag new orders, a successful track-record
provides an advantage which can be leveraged in future contracts & requirements. Any new player entering this
industry will have to invest considerable time and capital to develop products that meet the customer standards
as well as prove their superiority over existing players.

All these attributes have resulted in creating a high entry barrier in the domestic SS pipes & tubes industry,

resulting in a consolidated market. This consolidated nature augurs well for incumbent players as they are well
placed to exploit the opportunities arising because of capital investment across key end user consumer segments.

137
OUR BUSINESS

Some of the information in this section, including information with respect to our plans and strategies, contain
forward-looking statements that involve risks and uncertainties. You should read “Forward-Looking
Statements” on page 15 for a discussion of the risks and uncertainties related to those statements and also
“Risk Factors”, “Restated Financial Statements” and “Management's Discussion and Analysis of Financial
Condition and Results of Operations” on pages 23, 194 and 253, respectively, for a discussion of certain factors
that may affect our business, financial condition or results of operations. Our actual results may differ
materially from those expressed in or implied by these forward-looking statements.

Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent
year, and references to a particular fiscal year are to the 12 months ended March 31 of that particular year.
Unless otherwise indicated or the context otherwise requires, the financial information for nine months ended
December 31, 2021 and fiscal years 2021, 2020 and 2019 included herein is derived from the Restated
Financial Statements, included in this Prospectus. For further information, see “Restated Financial Statements”
on page 194. Additionally, please refer to “Definitions and Abbreviations” on page 1 for certain terms used in
this section.

Unless otherwise indicated or the context otherwise requires, in this section, references to “the Company” or
“our Company" are to Venus Pipes & Tubes Limited.

Unless otherwise indicated, industry and market data used in this section have been derived from the Industry
Risk Report titled “Stainless Steel Pipes & Tubes” dated April, 2022 (the “D&B Report”) prepared and
released by Dun & Bradstreet on April 4, 2022 and commissioned and paid for by our Company specifically for
the purpose of the Issue. Given the scope and extent of the D&B Report, disclosures are limited to certain
excerpts and the D&B Report has not been reproduced in its entirety in this Prospectus. There are no parts,
data or information (which may be relevant for the proposed issue) that has been left out or changed in any
manner. Unless otherwise indicated, financial, operational, industry and other related information derived from
the D&B Report and included herein with respect to any particular year refers to such information for the
relevant calendar year. For more information, see “Risk Factors — Internal Risks -We have commissioned and
paid for a report from Dun & Bradstreet which have been used for industry related data in this Prospectus.” on
page 46. Also see, ‘Certain Conventions, Use of Financial information and Market Data and Currency of
Presentation —Industry and Market Data” on page 13 of this Prospectus.

OVERVIEW

We are one of the growing stainless steel pipes and tubes manufacturer and exporter in India having over six
years of experience in manufacturing of stainless steel tubular products in two broad categories: (i) seamless
tubes/pipes; and (ii) welded tubes/pipes, under which we are currently manufacturing five product lines, namely,
(i) stainless steel high precision & heat exchanger tubes; (ii) stainless steel hydraulic & instrumentation tubes;
(iii) stainless steel seamless pipes; (iv) stainless steel welded pipes; and (v) stainless steel box pipes
(“Products”). Under our brand name “Venus”, we supply our Products for applications in diverse sectors
including (i) chemicals, (ii) engineering; (iii) fertilizers; (iv) pharmaceuticals, (v) power, (vi) food processing;
(vii) paper; and (viii) oil and gas.

We have one manufacturing plant which is strategically located at Bhuj-Bhachau highway, Dhaneti (Kutch,
Gujarat) (“Manufacturing Facility”) in close proximity, around 55 kilometers and 75 from the ports of Kandla
and Mundra, respectively, that helps us in reducing our logistic costs on procurement of raw materials and
imports and export of our Products. Our Manufacturing Facility has separate seamless and welded divisions
with latest product-specific equipment and machineries including tube mills, pilger mills, draw benches,
swaging machines, pipe straightening machines, TIG/MIG welding systems, plasma welding systems, etc. As of
February 28, 2022, our Manufacturing Facility has a total installed capacity of 10,800 MT per annum. Further,
we have a storage facility at our Manufacturing Facility for the purposes of holding inventories of raw material
as well as finished products, in addition to a warehouse facility located at Ahmedabad, which ensures stability of
operations.

Our basic raw material includes SS coils and hollow pipes and we procure our raw materials based on market
availability, pricing and quality through three main channels: (i) domestic suppliers such as steel manufacturers,
stockists and traders; (ii) international suppliers from China, Indonesia, Malaysia and Singapore; and (iii) high
sea purchases. The cost of materials consumed (including purchase of stock in trade and changes in inventory)

139
by us in our operations accounted for 82.09%, 84.53%, 88.29% and 85.58% of our revenue from operations for
the nine-month period ended December 31, 2021 and Fiscals 2021, 2020 and 2019, respectively.

We sell our Products both in the domestic as well as the international markets. In the domestic market, we sell
our Products to customers as well as traders/stockists while in the international market we supply our Products
through traders/stockists and authorized distributors that engage with us on an exclusive basis and certain
marketing representatives. We started exporting our Products in the year 2017 and as on February 28, 2022 we
have exported to 20 countries including Brazil, UK, Israel and countries in the European Union, etc. In order to
increase our share in the international market, we have appointed sole distributors in overseas markets like Italy
and Kuwait in addition to appointing marketing representatives for the European market. The revenues from
exports aggregated to % 264.06 million, 7147.95 million, = 60.10 million and = 133.95 million for the nine-
month period ended December 31, 2021 and Fiscals 2021, 2020 and 2019, respectively, and as a percentage of
our revenue from operations, were 9.54%, 4.78%, 3.38% and 11.28%, respectively.

We are ISO 9001:2015, ISO 14001:2015, ISO 45001:2018, certified by Bureau Veritas and holding
accreditation from UK Accreditation Service. Further, our Products sold to the European market are certified
under PED 2014/68/EU and ADW/AD 2000 — Merkblatt — WO from TUV which is a requirement for supply in
the European Union countries. Further, we are an IBR certified manufacturer and supplier of stainless steel
seamless and welded pipes/tubes.

We have an in-house quality team comprising of 27 dedicated personnel working under the overall supervision
of our board of directors. Our quality control team ensures that our raw materials as well as end products are
tested on all quality parameters to ensure that we are compliant with the international product standards.

Our Promoters, Megharam Sagramji Choudhary, Jayantiram Motiram Choudhary, Dhruv Mahendrakumar Patel
and Arun Axaykumar Kothari are first generation entrepreneurs, and have an average experience of
approximately eight years in stainless steel welded pipes and tubes industry in addition to expertise in
marketing, procurement, finance, accounting and customer relationship management.

Some of our financial details for the nine-month period ended December 31, 2021, Fiscal 2021, Fiscal 2020 and
Fiscal 2019, respectively, are set out below:

Amount (in million)

Total Income 2782.80 3120.31 1793.22 1205.06
EBITDA (excluding 355.12 347.76 116.36 82.94
other income)

o ‘A Margin (in 12.83 11.24 654 6.98
Profit for the

jeatipened CPAT?) 235.95 236.32 41.28 37.50
PAT Margin (in %) 8.48 787 23 3.1

OUR COMPETITIVE STRENGTHS
International Accreditations and product approvals

We are one of the growing brands in stainless steel pipes/tubes having presence in both seamless pipes and
welded pipes/tubes segments. We follow international standard manufacturing practises and our Manufacturing
Facility benefits from the quality benchmarking certifications such as (i) ISO 9001:2015, ISO 14001:2015, ISO
45001:2018 from Bureau Veritas, a third-party inspection organization accredited by the United Kingdom
Accreditation Service; (ii) certification under the Indian Boiler Regulation (“IBR”) for manufacturing and
supply of stainless steel seamless and welded pipes; and (iii) PED 2014/68/EU and ADW/AD 2000 —Merkblatt
WO from TUV, which is a requirement for supply in the European Union countries. Such practices and
accreditations, coupled with our technical capabilities and know-how enable us to manufacture products for both

140
domestic and international customers as per ASTM (US), EN (Europe), JIS (Japan) and DIN (Germany)
standards, Our capabilities and accreditations have enabled us to supply our Products to 57 Fortune India 500
companies in the past across sectors, including chemicals, engineering, pharmaceuticals, oil & gas, etc., and as
of February 28, 2022, we have orders for supplying our Products to 16 Fortune India 500 companies along with
orders with other market players and business entities that follow stringent quality standards. We believe that
our certifications and industrial expertise favourably position us in servicing client requirements across all
segments of the stainless steel seamless and welded pipes/tubes market.

Specialised production of Stainless Steel Pipes and Tubes

We are a pipes and tubes manufacturer with the sole focus on manufacturing of welded and seamless pipes in a
single metal category, i.e., stainless steel. As we have been catering to customers (both domestic and
international) in only one metal segment since our inception, over the years we have built expertise in terms of
production process, inventory management and marketing of products in the stainless steel pipes and tubes
segment. This gives us the benefit of segment expertise thereby placing us in a position of advantage vis-a-vis
our competitors in accurately assessing and responding to customer preferences in this segment as there are very
few manufacturers in this single metal product segment. We believe that this focus has well positioned us in
attracting and retaining customers with requirements for specialised stainless steel pipes and tubes including
continued client interest from emerging sectors like chemical, petrochemicals, engineering, oil and gas,
fertilizers, food processing, pharmaceuticals, power etc.

Multi-fold demand of our Products
The demand for our Products in our ordinary course of business is generated from three broad categories:

i. New projects: We supply our Products for new projects across a diversified range of sectors, including
but not limited to, oil and gas, pharmaceuticals, engineering, chemical, etc., on a regular basis
throughout the year. We have maintained our presence in these sectors on a consistent basis in the last
three financial years and have continued to secure orders both from existing and new customers.

ii. Repair and maintenance: We regularly supply our Products to existing / new customers consequent to
normal wear and tear of the products being used by them. The frequency of such orders is dependent on
the relevant sector and typically an instruction / order is raised to supply a specific number of pieces in
order to rectify the deficiency.

iii. Replacement: Most of our Products are used in the transportation of highly corrosive fluids, requiring
production in compliance with applicable quality standards. Due to their application in highly corrosive
environment, these Products slowly corrode throughout their calculated design life. After the designed
service life of a particular piping bundle of any project is over, it is essential to replace the entire piping
with new pipes.

We believe that the demand from the aforesaid categories ensures a strong order book on a year-on-year basis.
Further, considering the number of sectors serviced by us, we believe that the demand for our Products shall
increase in the future placing us in a competitive position. Considering the nature of our Products and their
demand, we further believe that we shall be in a position to create new customer relationships and strengthen the
existing ones due to repeat orders.

Customer Diversification

We sell our Products both in the domestic as well as the international markets. In the domestic market, we sell
our Products to the end customers as well as traders/stockists while in the international market we supply our
Products through traders/stockists, authorized distributors and through certain marketing representatives in the
European Union market. We started exporting our Products in the year 2017 and as on February 28, 2022 we
have exported to 20 countries including countries in European Union, Brazil, UK, Israel etc. In order to increase
our share in the international market, we have appointed sole distributors in markets like Italy and Kuwait in
addition to appointing marketing representatives for the European market.

Further, the details of our customer across sectors for the nine-month period ended December 31, 2021 and
Fiscals 2021, 2020 and 2019, respectively are as below:

141
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

‘Nine (9) months ;
period ended Fiscal 2021 Fiscal 2020 Fiscal2019
December 31, 2021
Revenue % of Revenue % of Revenue %ok Revenue (in ok
(in mn%)_—s revenue = (inmn%)_~—s- Revenue’ = (in mn) ~—- Revenue mn 2) Revenue
310.47 11.22 573.75 18.55 320.24 18.01 183.99 15.49
734.81 26.55 448.22 14.49 291.49 16.39 247.1 20.81
13.24 0.48 60.94 1.97 26.02 1.46 3.33 0.28
10.62 0.38 33.69 1.09 49.16 2.76 26 2.19
4.30 0.16 174 0.56 2.29 0.13 6.9 0.58
41.44 1.50 7.58 0.25 12.54 0.7 8.7 0.73
20.85 0.75 3.11 01 0.98 0.06 1.27 0.11
2.13 0.08 0.36 0.01 0.82 0.05 1.01 0.09
26.84 0.97 10.41 0.34 14.16 0.8 24.95, 21
264.06 9.54 147.95 4.78 60.1 3.38 133.95 11.28
1338.93 48.37 1,789.90 57.86 1,000.28 56.26, 550.32 46.34
2767.69 100 3,093.31 100 1,778.08 100 1,187.52 100
Our Domestic Presence

Domestic Clientele Presence: 0

‘Andhra Pradesh
Assam
Chhattisgarh
Dadra & Nagar Haveli
Delhi

Goa

Gujarat

Haryana
Jharkhand
Karnataka

Kerala

Madhya Pradesh
Maharashtra
Odisha

Punjab
Rajasthan

Tamil Nadu
Telangana
Uttarakhand
Uttar Pradesh
‘West Bengal

PEE E EEE EEE EEE OOS

 

The following is the state-wise segregation of our revenues for the Fiscals 2021, 2020 and 2019, respectively:

Major States

 

 

 

 

Gujarat 1,964.29 | 1,196.11 660.79

Maharashtra 573.17 | 286.49 219.55
Telangana 225.63 | 156.68 55.30
‘Andhra Pradesh 61.43 5.96 271

 

 

 

142
Tamil Nadu
Kamataka
Odisha
Haryana
Goa
Madhya Pradesh
Total

Uttar Pradesh
Delhi
Rajasthan
West Bengal
Jharkhand
Chhattisgarh
Assam
Punjab
Kerala

Dadra and Nagar
Haveli, and Daman
and Diu

Uttarakhand
Total

Our international presence

Global Presence

United Kingdom
France
South Africa
UAE

Italy
Poland
‘Oman

Sri Lanka
Austria
Germany
Iran

Spain
Brazil
Romania
BELGIUM
Israel
Ethiopia
Slovenia
Russia
Thailand

30.30
28.30
13.38
12.29
10.83

9.83

2,929.45

$.22
4.36
2.54
1.57
0.97
0.72
0.27
0.15
0.10

15.91

2,945.36

16.30
5.65
3.39
6.08
9.15
1,685.79
Other States
7.95
10.80
0.06
8.99
0.75
0.04
2.84

0.11

0.65
32.19
1,717.98

28.77
14.28
6.21
0.34

11.88
999.82

13.19
8.12
1.87

12.27
2.00
141

11.55
3.35

53.75
1,053.57

vers

 

Since inception of our business in 2015, we have exported to 20 countries including Brazil, UK, Israel, and
countries in the European Union, etc. The revenues from exports aggregated to = 264.06 million, = 147.95
million, = 60.10 million and 2 133.95 million for the nine-month period ended December 31, 2021 and Fiscals
2021, 2020 and 2019, respectively.

143
We believe that our diversified customer base provides us significant penetration in the market in which we
operate and thereby hedges our business operations from potential sector specific risks, including but not limited
to policy announcements, change in global markets and international relations etc.

Experienced and Qualified Team

Our Promoters and senior management team is well experienced in this industry both from marketing and
distribution of products in this sector. Our Promoters, Megharam Sagramji Choudhary, Jayantiram Motiram
Choudhary, Dhruv Mahendrakumar Patel and Arun Axaykumar Kothari are first generation entrepreneurs, and
have an average experience of approximately 8 years in stainless steel welded/seamless pipes and tubes industry
in addition to expertise in marketing, procurement, finance, accounting and customer relationship management.

Our Company believes that it benefits from the vision, leadership, skills, experience, commitment and
relationships of our Promoters Arun Axaykumar Kothari, Megharam Sagramji Choudhary, and Dhruv
Mahendrakumar Patel. Our Promoters Megharam Sagramji Choudhary and Dhruv Mahendrakumar Patel, in
aggregate, have more than 21 years of experience in relation to manufacturing and trading of iron, steel and SS
pipe related products, in addition to having expertise in marketing. Further, our Promoter Arun Axaykumar
Kothari, is actively involved in managing the day-to-day affairs of our Company, in addition to having expertise
in finance and accounting. Our success has been, and will continue to be, dependent on our senior management
team. Our senior management team comprises of professionally qualified members with experience and
knowledge in the pipe industry and regulatory environment. We believe that our management team's experience
and their understanding of the industry will enable us to continue to take advantage of both current and future
opportunities. A large number of our senior management personnel have worked with us for a significant period
of time, resulting in effective operational coordination and continuity of business strategies. For further details
on education, experience and other details of our Management and our Key Managerial Personnel, kindly refer
to the Section titled “Our Management” beginning on page 168 of this Prospectus.

OUR STRATEGY
Increasing existing capacity

We are currently manufacturing welded pipes/tubes with size 6 mm - 219.3 mm and seamless pipes/tubes with
size of 6 mm - 114.3 mm diameters. For details of our aggregate installed capacity, production volumes, and the
capacity utilization of each of the products manufactured by our Company, for the last three years, please see
“Our Business —Capacity Utilization” beginning on page 154 of this Prospectus.

We are proposing to expand our existing manufacturing capacity for welded pipes/tubes and seamless
pipes/tubes for manufacturing higher diameter welded pipes/tubes (up to 1219.2 mm) and seamless pipes/tubes
(up to 168.3 mm). We believe that the additional production capacities will place us in a competitive position to
cater to the demands of our existing clients as well as the new customers we intend to acquire in the future. The
following is a brief description of the machineries that are proposed to be procured for the purposes of
increasing the production capacity of the welded as well as seamless pipes:

S.No. Plant Category

To increase production capacity from 600

MT per month to 1200 MT per month of

Welded Pipes by manufacturing higher
diameter welded pipes.

To increase production capacity from 300

of Pilger Plant Seamless Pipes MT per month to 800 MT of higher diameter
Seamless Pipes.*
* Certified by the Chartered Engineer’s Certificate vide certificate dated March 25, 2022. For further details, please see “Objects of the
Issue” beginning on page 90.

1. LSAW(A358) Plant Welded Pipes

Our Products are largely used in industries like pharmaceuticals, food processing, etc. The Government of India
has announced Production Linked Incentive (“PLI”) schemes for boosting the domestic manufacturing in
certain sectors, as highlighted below, which we believe shall have a consequent positive impact on our order
book:

Date of Notification of

ee PLI Scheme

 

144
Boosting domestic manufacturing of identified key starting
1 Pharmaceuticals July 21, 2020 material, drug intermediates and active pharmaceutical
ingredients by attracting large investments in the sector.
Supporting food manufacturing entities with stipulated
minimum sales and
2. Food Processing March 31, 2020 willing to make minimum stipulated investment for
expansion of processing capacity and branding abroad to
incentivise emergence of strong Indian brands.
Boosting domestic manufacturing of advanced automotive
2 Automobiles September 23, 2021 technology products and attract investments in the
automotive manufacturing value chain

Moreover, since the Government of India has decided to disallow international/global tenders in government
procurement tenders up to the value of % 2 Billion, we firmly believe that such a move shall boost the demand
for indigenously manufactured products in our sector. Further, the public sector undertakings restricting local
traders of foreign pipe manufacturers for participation in their tenders shall encourage the growth of domestic
players in the Indian market. (Source: D&B Report)

Further, on May 8, 2017, the Government of India released a Domestically Manufactured Iron and Steel
Products Policy (“DMISP”) to prefer the domestically manufactured iron and steel products in Government
procurement. To align with the Government’s “Atmanirbhar Bharat” scheme, the Ministry of Steel notified
amendments / additions to the DMISP Policy in December, 2020 whereby the amended policy further
broadened the scope of the policy to promote domestic manufacturing in the steel sector. It is likely that these
policy initiatives would give push to domestic manufacturing and strengthen the supply side dynamics along
with supporting a favorable demand scenario from the various end user industries. Besides, a substantial
investment worth 2111 trillion planned under National Infrastructure Pipeline and other sector specific policies
reforms is expected to support steel pipes and tubes demand from major end user industries. With government
continuing to maintain accommodative monetary policy, it is likely to have a gradual impact on improving
capital investment scenario that would have a trickle-down impact on several industries including steel pipes
and tubes sector. On the back of gradual improvement in industrial demand, we expect domestic SS pipes and
tube industry to grow from about 1.1 million tonnes currently to 1.6 million tonnes by 2026, growing at CAGR
8.5%. (Source: D&B Report)

In light of the above, we believe that we are well positioned to strengthen our competitive position by increasing
our manufacturing capacities and thereby increase our market share in the segments in which we operate.

Backward integration and cost optimization to improve margins

Our sale of finished goods increased by 2763.23 million, or 48.05%, to 22,351.68 million for Fiscal 2021 from
21,588.45 million for Fiscal 2020, which increase was primarily due to an increase of 188.74% in revenue from
the sale of goods in the seamless pipes/tubes category. In addition, our sales of welded pipes products increased
by 2 133.84, million or 10.66% in Fiscal 2021 as compared to Fiscal 2020.Considering the revenue generating
potential of this product segment, in the future we intend to further consolidate our production of seamless
pipes/tubes. Presently, we procure hollow pipes, the raw material required for manufacturing of seamless
pipes/tubes, from the open market (both domestic and international markets) whose cost varies basis the size,
quality and quantity. Further, such raw materials require additional processing for bringing them in conformity
with applicable standards. We plan to set up a piercing line for manufacturing of hollow pipes with the capacity
of 800 MT per month, as our backward integration strategy. With the piercing plant, we will be able to produce
hollow pipes from SS round bar, for which we have earmarked fund requirement of % 106.21 million from the
Issue Proceeds. For further details please see “Objects of the Issue” beginning on page 90.

We believe that the setting-up of the in-house piercing line for manufacturing of hollow pipes shall assist us in
achieving seamless backward integration of our processes and shall have a positive impact on improving our
manufacturing control over the production of seamless pipes and reduce our dependence on raw material
imports. We further believe that this shall have a significant impact on improving our operating margins which
shall lead to cost optimization, thereby improving our profitability and results of operations.

145
Tap new geographies to increase export

We started exporting our Products in the year 2017 and as on February 28, 2022 we have exported to 20
countries including Brazil, UK, Israel and countries in the European Union, etc. In order to increase our share in
the international market, in addition to selling our Products through stockists/traders, we have appointed sole
distributors in Italy and Kuwait and a marketing representative for servicing the European market. The revenues
from exports aggregated to 264.06 million, 2147.95 million, 760.10 million and 3133.95 million for the nine-
month period ended December 31, 2021 and Fiscals 2021, 2020 and 2019, respectively, and as a percentage of
our revenue from operations, were 9.54%, 4.78%, 3.38% and 11.28%, respectively. Although our Company
does not have a long operating history and our revenues from exports have not been significant historically, we
have established our credentials in the international market with stockist/traders and sole distributors in a short
span of four years and we intend to leverage our existing relationships to further deepen our presence in the
international market, particularly in the European Union.

Further, the announcement by the Chinese Government on April 28, 2021 with respect to cancellation of the
export rebates on several steel products including welded and seamless steel pipes with effect from May 1, 2021
is expected to benefit domestic pipes and tubes manufacturers in India. The cancellation of export tax rebates
would encourage Chinese steel manufacturers to turn to the domestic market and would reduce the domestic
production of various steel products for export (Source: D&B Report). Due to this development, the demand for
seamless pipes in international market is expected to increase and we believe our Company is well-positioned to
take the benefit of the aforesaid regulatory announcement by the Chinese Government.

Continue to improve operating efficiencies through technology enhancements

Our production process is completely automated with our Manufacturing Facility, housing latest product-
specific equipment and machineries that support us in manufacturing of our Products in accordance with our
customer requirements. In line with our proposed expansion plans, we intend to further develop our technology
systems in order to increase asset productivity, operating efficiencies and strengthening our competitive
position. For further details, please see “Objects of the Issue” beginning on page 90.

We believe that our in-house technology capabilities shall continue to play a key role in effectively managing
and expanding our operations, maintain strict operational and fiscal controls and continue to enhance customer
service levels.

Acid Regeneration Plant

We are proposing to install an acid regeneration plant (“ARP”) wherein the consumption of acid in our
manufacturing process shall be reduced substantially and we believe that the same shall help us in improving
our operating margins.

Function of the ARP: During the manufacturing process, a series of surface treatment processes, known as
pickling and passivation, are carried out on the inner and outer surface of the pipes using a combination of acids
with a small addition of a corrosion inhibitor or active agent. This is done for the purpose of removing oxides
scales and grease from the surface of the pipe by chemical action in order to obtain a clean and shiny metal
surface.

We believe that significant environmental and economic advantages shall follow from reduced usage of raw
acids and chemicals, used in the neutralization plant along with reduction of sludge production. We also believe
that the plant productivity shall increase with the implementation of ARP by fewer stoppages for dumping and
reduced down time for cleaning of sludge filled pickling tanks.

Further, we intend to introduce Enterprise Resource Planning (“ERP”) system for efficient control over our
manufacturing process which shall provide us benefits including improved productivity, increased efficiency,
reduced cost, and streamlined processes. We believe that such technological enhancements shall improve our
competitiveness vis-a-vis our peer group/competitors and place us in a competitive position.

146
Strengthen our brand value

We are in the business of manufacturing of stainless steel pipes/tubes since approximately six years whereas our
peer group industry players/competitors have the benefit of longer operating history in comparison with ours,
and therefore, our brand development is at a relatively nascent stage. Considering our current market presence
with our customers in diversified sectors and geographies in order to further penetrate the market, we intend to
make consistent efforts to strengthen our brand “Venus” and enhance our brand visibility for attaining parity
with our industry peers. Towards this end, we intend to undertake various marketing initiatives including
participation in industrial trade fares, exhibitions, and digital marketing. We believe that such initiatives shall
improve our brand positioning, overall brand recall value and support us in our growth strategy.

DESCRIPTION OF OUR BUSINESS
Our Products

We offer a wide range of products under our own “Venus” brand including (i) stainless steel high precision and
heat exchange tubers; (ii) stainless steel hydraulic and instrumentation tubes; (iii) stainless steel seamless pipes;
(iv) stainless steel welded pipes and (v) stainless steel box pipes. A brief description of our Products is provided
as under:

Reference Nature Outside Usage Standards Grades Application
Product of Tubes Diameter
Range
The applications for
304/L/H/LN, these tubes are in
316/L/H/LN/Ti, various industries
Used in 309, 310/L/H/S, like Heat
different kind 317/L/H, 321/H, Exchangers,
of Heat gry 347/H, 405, 409/L, Pressure Vessels,
? Exchangers and , 410, 430/Ti, 436, Chemical and
Stainless Steel ASME, DIN m a
i al pressure 439, 1.4301, | Fertilizer, Marine
High: Precision 6 mm 0 | vessels, The | EN 1.4306, 1.4571, Equipments,
and Heat | Seamless/ | 101.6 tubes (GERMAN), 4541, 1.4401, Refinery and
Exchange Welded mm. NE
manufactured 1.4404 Petrochemical,
Tubers tmnt (AENOR),
in this product TS GapAN) Process Industry,
range are both UNS $31500, UNS Dairy i
seamless and 31803, UNS Pharmaceutical
welded. $2205, UNS Industry, Nuclear
$32750, UNS Power Generation,
$32760 Automotive,
Aerospaceetc.
304/L/H/LN, The applications for
B16/L/H/LN/Ti, these tubes are in
309, 310/L/H/S, various industries
that ie wey B17/L/H, 321/H, like Nuclear &
high presen ASTM, 347/H, 405, 409/L, Thermal Power
Sididtees teal weticahene ASME, DIN 410, 420/Ti, 436, generation, Oil and
Hydraulic & 6 mm to The tubes EN 39, 1.4301, | Gas, Process
| & | seamless (GERMAN), 1.4306, 1.4571, Industries, Chemical
Instrumentation 76mm. manufactured :
Bae in his produce NE 14541, 1.4401, and Fertilizer,
tinge ware (AENOR), 1.4404, UNS. Nuclear Power,
Eee JIS(IAPAN) | $31500, UNS. Food & Beverage
. $31803, UNS Processing,
$2205, UNS Automotive,

147

$32750 and UNS
$32760

Aerospace, Medical
Pharmaceutical etc.
Reference Nature
Product of Tubes

Stainless Steel
Seamless Pipes

Seamless
Stainless Steel
Welded Pi

meee PS Welded
Stainless Steel
Box Pi

omepes Welded

Outside
Diameter
Range

1/8" NB
to 4” NB.

1/8" NB
to 8" NB

15 x15
mm to
100x100
mm

Our Manufacturing Operations

Usage
Used by
industries
having high
pressure

application.

Used by
industries
having — low
pressure

applications.

Used mostly in
structural
applications

Standards

ASTM,
ASME, DIN
EN
(GERMAN),
NE
(AENOR),

JIS (JAPAN)

ASTM,
ASME, DIN
EN
(GERMAN),
NE

(AENOR),
JIS (JAPAN)

ASTM,
ASTME, EN

Grades

304/L/H/LN,

316/L/H/LN/Ti,
309,  310/L/H/S,
317/L/H, 321/H,

347/H,
$31500,
$3180,
$2205,
$32750,
32760

304/L/H/LN,

UNS
UNS
UNS
UNS
UNS

316/L/H/LN/Ti,
309,  310/L/H/S,
317/L/H, 321/H,

347/H,
$31500,
31803,
$2205,

32750,
$32760

304/L, 316/L

UNS
UNS
UNS
UNS
UNS

Application

The applications for
these tubes are in
various _ industries
like Onshore and
Offshore Oil and
Gas Production,
Exploration and
Transport (OCTG —
Oil Country Tubular
Goods), Chemical &
Petrochemical,
Energy and Power
Generation,
Mechanical and
Plant Engineering,
Marine
Equipment’s, Pulp
& Paper,
Pharmaceutical
Industry, etc.

The applications for
these tubes are in
various _ industries
like Chemical &
Petrochemical, Gas

Industry, Power
Generation,
Mechanical and

Plant Engineering,
Marine
Equipment’s, Pulp
& Paper,
Pharmaceutical
Industry, etc.

Engineering

The manufacturing processes followed for our (i) Welded Tubes & Pipes and (ii) Seamless Tubes/Pipes is as

below:

Welded Tubes/Pipes Manufacturing Process

A flowchart on our manufacturing process for Welded Tubes/Pipes is as depicted below:

148
 

COIL/STRIP INSPECTION ROLL FORMING & TIG WELDING

1

— Ea ny SR ea

DEBURRING CUTTING STAIGHTENING SOLUTION ANNEALING

 

1

 

- == )-—4- “

ace a,

 

 

 

 

PICKLING & PASSIVATION HYDROTESTING NDT TESTING

 

 

 

 

 

1
—= - Sf -—-

INSPECTION & MARKING

DISPATCH PACKING

The manufacturing process for Welded Tubes and Pipes is a well calibrated process in line with applicable
industry standards in India. A brief description of the step-by-step manufacturing process (as indicated above) is
provided below:

Step
Step 1

Step 2

Step 3

Step 4

Step 5

Step 6

Reference
Coil/Strip
Inspection

Roll Forming
and TIG
Welding

Solution
Annealing

Cutting and
Straightening

Deburring

Pickling and
Passivation

Process Description
On receipt of the raw material, a sample testing typically called the coil/strip inspection is
carried out as per ordered specifications. In case the raw material passes the test the same is
segregated basis its quality and standards and thereafter utilized for manufacturing the final
product as per customer specification.
Subsequent to the coil/strip inspection, the following two process are carried on the
coil/strip:
Roll Forming: In this process, incremental bending to a continuous fed strip of metal is
carried out by using a set of precisely placed rollers (which are mounted in sets on a
consecutive stand). The process begins with a large coil of sheet metal that can be from 50
mm to 700 mm wide with a thickness of Imm to 8 mm.
TIG Welding: The Tungsten Inert Gas (“TIG”) is an inert gas welding process used to join
metals by creating a weld in a roll formed shape by way of heat being generated by an
electric arc between the metals to be joined and an infusible tungsten-based electrode,
located in the welding torch. The arc area is shrouded in an inert or reducing gas shield to
protect the weld pool and the tungsten electrode. The filler metal as a rod (if required) is
applied automatically by the welder into the weld pool and as the rolled form exits the
rollers, and before it is cut, it is automatically welded.
Solution annealing, a common heat-treatment process for different families of metals
(including stainless steel) is carried out for the purposes of dissolving any precipitates
present in the material and transforming the material into a single phase structure. This
process is commonly used for the purposes of removing internal stress, restoring ductility,
softening the metal for cold working and enhancing electrical conductivity, which can
improve machinability and properties of stainless steel.
Pipes are cut in desired specifications using a straightening machine/hydraulic press for the
purposes of applying pressure points and straightening any unwanted bent areas, including
deformations occurring during the heat treatment process.
‘A secondary process of deburring is undertaken for the purposes of enhancing the final
product quality by removing raised edges and unwanted pieces of material, known as burrs,
left by the initial machining processes including shearing, bending, cutting, piercing, and
compressing materials. The process polishes the edges and the surface of the work piece for
achieving a completely smooth finish.
Pickling: A series of surface treatment processes, known as pickling, are carried out on the
inner and outer surface of the pipes using a combination of acids with a small addition of a
corrosion inhibitor or active agent, for the purposes of removing oxides scales and grease
from the surface of the pipe by chemical action in order to obtain a clean and shiny metal
surface.
Passivation: A non-electrolytic finishing process known as Passivation is carried out for the
purposes of improving the corrosion and rust resistance properties of stainless steel
manufacturing subsequent to manufacturing. Corrosion resistance is critical for metal used

 

149
Step Reference
Step7  Hydrotesting
Step8 NDT Testing
Step9 Inspection and

Marking
Step 10 Packing
Step 11 Dispatch

Process Description
in a variety of applications where contamination may have a destructive impact during
production or during a product’s end use. Though raw stainless steel begins with a high
level of corrosion resistance, surface contamination from grease and oil, debris, and
chemicals are usually present on parts and components after machining. The Passivation
process clears away these contaminants and enhances the corrosion resistance of stainless
steel.

A pressure test known as the Hydrostatic (HYDRO) test is carried out for testing the
products for their strength and leaks. The procedure involves filling the test product with a
liquid (water) and pressurising it to a specified pressure (as per applicable product
standards), subsequent to which the pressure is held for a specific amount of time to visually
inspect the system for any leaks,

A testing/analysis technique, namely Non-destructive testing (NDT) is applied for the
purposes of evaluating the properties of the materials, components, structures or systems for
identification of characteristic differences/welding defects/discontinuities.

A physical inspection of the products is carried out and subsequently product markings are
applied on each pipe/tube by way of stenciling/inkjet. Further, additional markings are
applied as per the customer purchase orders and specifications. Subsequent to the markings,
a tag is applied to the lot of tubes/pipes and the materials inspected are hard
stamped/electro-etched, as applicable on pipes/tubes or on tag of the bundle.

On receipt of the final product from the quality department, the packaging department
verifies the tag and matches the same with the size and quantity of the product to be packed.
Thereafter, the product is packed in a wooden box/hessian cloth/plastic wrapping based on
packaging instructions and a copy of the packing list is kept inside the packaging.

The details of the products are then entered in the dispatch register as per the applicable
delivery schedule and thereafter the products are loaded into transportation for delivery.

Seamless Tubes/Pipes Manufacturing Process

We manufacture seamless tubes/pipes with two methods: (i) cold finish pilgering and (ii) cold drawing. A
flowchart on our manufacturing process for both the methods is depicted below:

 

 

 

Method 1 — Cold Finish Pilgering Method 2— Cold Drawing
- mes I~ a> == > mlb -

 

SF Oa Hy eg. | - 27-253 woe -

DeBUARING TING STAGHTENG ——-SOLLTONANNEALING DeBURRING CUTTING STAIGHTENNE SOLITTOWANNEALING

+

 

 

 

 

 

 

 

 

 

 

Fei |—- - * Bi —} gta ee

 

 

 

 

 

 

 

j +
a CS - 4 >- —_—- a — vei

OPA

Paces INSPECTION & MARKING DISPATCH PacHING INSPECT & MARKING

 

 

The manufacturing process for seamless tubes and pipes is a well calibrated process in line with applicable
industry standards in India. A brief description of the step-by-step manufacturing process (for both the methods
as indicated above) is provided below:

Step

Step 1

Step 2

Reference

Mother Hollow
Inspection

Cold Finish
Pilgering

Applicable Process Description
Method
‘A hollow pipe is the raw material used for the production of seamless pipes and tubes.
Prior to processing, a basic inspection is done for the purposes of approving the usage of
the hollow pipe in the production process, in which the same is inspected for its
mechanical and chemical properties. Further, it is also visually checked for any surface
defects, and if found acceptable, is sent for further processing.
Method 1 It is a longitudinal cold-rolling process for reduction of the diameter
and wall thickness of metal tube in one process step. Depending on
the material, the cold pilger process achieves cross-section

150

 
reductions of more than 90 percent in a single working cycle.

Coating Method 2 ‘An oxalate coating operation is carried out by dipping the hollow
pipe in oxalate at a prescribed temperature/time (as per applicable
product standards) This operation is carried out for formation of a
lubrication film on the hollow pipe for the purposes of easing the
cold drawing process.

Step 3 Degreasing Method 1 The pilgered tubes/pipes undergo degreasing and cleaning for the
purposes of removing oil, grease and other foreign particles from
such tubes/pipes.

Cold Drawing Method 2 The cold drawing process is carried out for the purposes of reducing
the cross-sectional diameter and thickness of the tubes/pipes (as
required) and increasing the tensile strength of the product by
drawing through successively smaller dies.

Step 4 Solution Solution annealing, a common heat-treatment process for different families of metals

Annealing (including stainless steel) is carried out for the purposes of dissolving any precipitates
present in the material and transforming the material into a single phase structure. This
process is commonly used for the purposes of removing internal stress, restoring
ductility, softening the metal for cold working and enhancing electrical conductivity,
which can improve machinability and properties of stainless steel.

Step 5 Cutting and Pipes are cut in desired specifications using a straightening machine/hydraulic press for

Straightening the purposes of applying pressure points and straightening any unwanted bent areas,

including deformations occurring during the heat treatment process.

Step 6 Deburring ‘A secondary process of deburring is undertaken for the purposes of enhancing the final
product quality by removing raised edges and unwanted pieces of material, known as
burrs, left by the initial machining processes including shearing, bending, cutting,
piercing, and compressing materials. The process polishes the edges and the surface of
the work piece for achieving a completely smooth finish.

Step7 Picklingand —_PPickling: A series of surface treatment processes, known as pickling, are carried out on
Passivation _the inner and outer surface of the pipes using a combination of acids with a small

addition of a corrosion inhibitor or active agent, for the purposes of removing oxides
scales and grease from the surface of the pipe by chemical action in order to obtain a
clean and shiny metal surface.

Passivation: A non-electrolytic finishing process known as Passivation is carried out for
the purposes of improving the corrosion and rust resistance properties of stainless steel
manufacturing subsequent to manufacturing. Corrosion resistance is critical for metal
used in a variety of applications where contamination may have a destructive impact
during production or during a product’s end use. Though raw stainless steel begins with
a high level of corrosion resistance, surface contamination from grease and oil, debris,
and chemicals are usually present on parts and components after machining. The
Passivation process clears away these contaminants and enhances the corrosion
resistance of stainless steel.

Step 8 Hydrotesting A pressure test known as the Hydrostatic (HYDRO) test is carried out for testing the
products for their strength and leaks. The procedure involves filling the test product with
a liquid (water) and pressurising it to a specified pressure (as per applicable product
standards), subsequent to which the pressure is held for a specific amount of time to
visually inspect the system for any leaks.

Step 9 NDT Testing A testing/analysis technique, namely Non-destructive testing (NDT) is applied for the
purposes of evaluating the properties of the materials, components, structures or systems
for identification of characteristic differences/welding defects/discontinuities.

Step 10 Inspection and —_A physical inspection of the products is carried out and subsequently product markings

Marking are applied on each pipe/tube by way of stenciling/inkjet. Further, additional markings
are applied as per the customer purchase orders and specifications. Subsequent to the
markings, a tag is applied to the lot of tubes/pipes and the materials inspected are hard
stamped/electro-etched, as applicable on pipes/tubes or on tag of the bundle.

Step 11 Packing On receipt of the final product from the quality department, the packaging department
verifies the tag and matches the same with the size and quantity of the product to be
packed. Thereafter, the product is packed in a wooden box/hessian cloth/plastic
wrapping based on packaging instructions and a copy of the packing list is kept inside
the packaging.

Step 12 Dispatch The details of the products are then entered in the dispatch register as per the applicable
delivery schedule and thereafter the products are loaded into transportation for delivery.

We started outsourcing our solution annealing process to a third party vendor by entering into an agreement
dated December 15, 2021. For further details with respect to the vendor registration and the sales process
followed by our sales and marketing team, please see “Our Business — Sales and Marketing” beginning on page
156.

151
Our Trading Operations

We are on an ongoing basis engaged in trading of steel coils, other fittings and scrap, during our ordinary course
of business, the brief details of which are as under:

(i) Steel Coils: The steel coils, one of the raw materials for manufacturing of welded pipes, are mainly
procured from Malaysia and Indonesia. During the ordinary course of business, steel coils are procured in
specified quantities matched with the nature of order received by the Company from its customers.
However, there are instances, wherein either: (ii) the order is modified; or (ii) cancelled by the end-
customer leading to excess availability of steel coils with the Company. The Company, in such instances,
trades the residual supply steel coils and sells it to third parties at competitive market rates.

(ii) Other Fittings: The Company is not engaged in stand-alone trading of other fittings and trades them basis
specific client requirements. These fittings are not manufactured by the Company at its Manufacturing
Facility and are procured from third-parties in case a specific order received from its customers requires the
Company to supply such fittings along with the Products.

(iii) Scrap: The generation of scrap is a continuous process and hence the trading activity in scrap occurs on a
rolling-basis without any breaks. The Company, on an ongoing basis during the ordinary course of its
business sells the scrap generated as a by-product of the manufacturing processes undertaken at the
Manufacturing Facility to third parties.

The detailed breakup of traded goods over Fiscal 2021, Fiscal 2020, Fiscal 2019 and the nine-month period
ended December 31, 2021 has been provided below:

Amount (in @. Mn)

 

 

Steel coils 151.24 155. 97.37 29.32
Other fittings 69.43 23.81 15.07 8.64
Scrap 16.78 17.92 9.15 10.04
Total 237.45 197.14 121.59 48.00

Discontinuation in Trading Operations

As on the date of this Prospectus, manufacturing and/or trading of pipes, tubes and steel is the only reportable
business for the Company, however, as indicated above, the Company continues to carry on trading activities in
steel coils and other fittings. The discontinuation in trading activity w.e.f June 2021 has been specifically with
respect to structural steel products including iron ore pellets, which was undertaken as a measure of ensuring
business continuity in the background of disturbance in the production cycle of the manufacturing process of the
Company on account of the lockdown and other restrictions imposed by the Gol to control the spread of
COVID-19. The revenue from the trading activity discontinued w.e.f June 2021 is as under:

Amount (in %. Mn)

Structural
Steel 66.98 504.34 68.04 -
Tron Ore
Pellets - 40.15 - -
Total 66.98 544.49 68.04 -

152
Our Proposed Plants

We are proposing to expand our existing manufacturing capacity for welded pipes/tubes and seamless pipe/tubes
by manufacturing higher diameter welded pipes (up to 1219.2 mm) and seamless pipes (up to 168.3 m). The
following is a brief description of the machineries that are proposed to be procured for the purposes of
increasing the production capacity of the welded as well as seamless pipes/tubes:

S.No. Plant Category Purpose
To increase production capacity from 600
: MT per month to 1200 MT per month of
1 LSAW(A358) Plant Welded Pipes/Tubes sated pipes. by manufactarin @ higher
diameter welded pipes.
To increase production capacity from 300
2. Pilger Plant Seamless Pipes/Tubes MT per month to 800 MT of higher

diameter seamless pipes.

Further, we also plan to set up a piercing line for manufacturing of hollow pipes with the capacity of 800 MT
per month, as our backward integration strategy. With the piercing plant, we will be able to produce hollow
pipes from SS round bar for which we have earmarked fund requirement of = 106.21 million from issue
proceeds. For further details please see “Objects of the Issue” beginning on page 90.

Utilities

Raw Material and Component Sourcing

Our basic raw material includes SS Coils and hollow pipes and we procure our raw materials based on market
availability, pricing and quality through three main channels: (i) domestic suppliers such as steel manufacturers,
stockists and traders; (ii) international suppliers from China, Indonesia, Malaysia and Singapore; and (iii) high

sea sales. The break-up of raw material procurement percentage from the aforesaid channels for the nine-month
period ended December 31, 2021 and Fiscals 2021, 2020 and 2019, respectively is provided below:

Domestic 82.86% 74.48% 88.37% 77.60%
International 12.98% 14.33% 5.48% 12.94%
High Seas 4.16% 11.19% 6.15% 9.46%

Our quality control team ensures that our raw materials as well as end products are tested on all quality
parameters to ensure that we are compliant with the required market standards. The raw material pricing is
dependent on multiple factors including, inter-alia, global demand supply scenario, exchange rate fluctuations
and import-export regulations. Presently, we have not entered into any long-term supply agreements for
sourcing any of our raw materials, and we source our raw materials by entering into short-term supply
agreements / purchase orders with our suppliers.

Our Machineries

The following is a brief description of the critical machineries deployed by us in the manufacturing processes
carried out at our Manufacturing Facility:

OD-15.87 to 63.5mm, THK-0.8 to 3.6mm,
OD- 50.80 to 105.0 mm, THK- 1.4 to 5.5

The function of Tube mill is to convert
Stainless Steel _strips/coils _ into

t Tube Mills 7 mm, OD-15.87 to 63.5mm, THK-0.8 to pipe/tube. We have 7 Tube mills for
3.6mm, OD- 101.40 to 219.10 mm, THK- manufacturing of welded pipes/tubes
2.5 to 12.7mm of different sizes.
TIG/MIG These welding machines are used to
2. . 600 Amp./03 Phase weld stainless steel strips/coils on tube
Welding System ig
3. Plasma Welding 1 600 Amp./03 Phase These welding machines are used to

153
System
Arc Welding
4. =,
System
5 TIG/MIG
. Welding System
6. Pilger Mill
Ze Draw bench
Pipe
8. Straightening
Machine
Water

450 Amp./02. Phase

600 Amp./03 Phase

OD- 15.88 to 48.30 mm, THK- 1.0 to
6.0mm, OD- 15.88 to 33.40mm THK- 1.0
to 6.0mm

OD- 6.0 to 60.30mm,Thk- 0.5 to 5.5mm,
OD- 60.30 to 168.30mm, Thk- 2.5 to
7.0mm

OD-15.87 to 88.90mm, OD-101.2 to
219.10mm, OD 6 .00 TO 50.8 MM

weld stainless steel strips/coils on tube
mills
These welding machines are used to
weld stainless steel strips/coils on tube
mills
These welding machines are used to
weld stainless steel strips/coils on tube
mills

Pilger mill is used to reduce diameter
and wall thickness of hollow pipes in
the manufacturing process of seamless
pipes/tubes

Draw bench is used to reduce diameter
and wall thickness of hollow pipes in
the manufacturing process of seamless
pipes/tubes

Straightening machines used for
straightening of pipes/tubes bent
during heat treatment process.

The water requirements at our Manufacturing Facility are met through water tankers procured from local water
supply providers on a need-basis during the course of our business operations.

Power

Our Manufacturing Facility and registered office have adequate power supply position from the public supply
utilities. For the Manufacturing Facility, we have a connected load of 475 KVA from Paschim Gujarat Vij
Company Limited. Further, we have a 24*7 power backup at our Manufacturing Facility through a DG set with
a capacity of 200 KVA supporting our critical manufacturing operations.

Capacity Utilization

As on February 28, 2022, the total installed capacity of our Manufacturing Facility is 10,800 MT per annum
along with 12 production lines. The details of capacity utilisation for the nine-month period ended December
2021 and the last three financial years are as follows:

Particulars

Seamless Pipe (in MT)

For the period beginning on April 1, 2021 till December 31, 2021

Annual Installed Capacity
Actual Production
Capacity Utilization (in %)
For Fiscal 2021

Annual Installed Capacity
Actual Production
Capacity Utilization (in %)

For Fiscal 2020

Annual Installed Capacity

3600
2438
90.30%

3600
3311
91.97%

2100

154

Welded Pipe (in MT)

7200
5015
92.88%

7200
6590
91.53%

7200
Actual Production 1250 6436

Capacity Utilization (in %) 59.52% 89.39%
For Fiscal 2019

Annual Installed Capacity 2100 4800
Actual Production 903 3283
Capacity Utilization (in %) 43.00% 68.40%

For further details, see “Risk Factors — Internal Risks — Information relating to the historical capacity of our
manufacturing unit located in Kutch, Gujarat included in this Prospectus is based on various assumptions and
estimates by the chartered engineer verifying such information and future production and capacity utilisation
may vary.” at Page 52 of this Prospectus.

Dispatch

We have an in-house dispatch department that works with our sales team to coordinate the delivery of our
Products on both ex-work/free-on-road (“FOR”)/free-on-board (“FOB”)/cost, insurance and freight (“CIF”)
basis. Further, we have storage facility of 4,500 square meters at our Manufacturing Facility for the purposes of
holding inventories of raw material as well as finished products, in addition to a warehouse facility located at
83/2, Gujarat Vyapar Mahamandal, Odhav Ahmedabad, Gujarat — 382 440 which ensures stability of operations.
Further, for the purposes of procuring our raw material supplies, we rely on road/sea transport.

Environmental, Health and Safety matters

We have obtained a CCA on December 17, 2021 from the Gujarat Pollution Control Board for our
Manufacturing Facility for operating our Manufacturing Facility, under the Water Act, Air Act and
authorization under Hazardous Management Rules. For further details, see “Government and Other Approvals”
beginning on page 293 of this Prospectus and “Risk Factors - We are required to obtain consents under certain
environmental laws, which are critical for operating our Manufacturing Facility. We have in the past been non-
compliant with the requirements under environmental law for our operations and there is no assurance that in
the future we would be able to obtain such consent in a timely manner or at all.” on page 27 of this Prospectus.

We have adopted safety procedures at our Manufacturing Facility, particularly in relation to the production,
handling, storage and transportation of materials. In addition, our staff is trained for safety at work and manuals
for various activities. This includes knowledge about storage, handling and disposal of materials, which they
handle. We have provided necessary personal protection equipment for the safety of our workers.

Information Technology

Our IT systems are vital to our business and we have installed Fortinet Network Firewall to protect our
data from any potential malware or data breach. We have also installed Network Attached Storage (NAS) of 4
TB capacity for the purposes of in-house storage and backing-up our data. We are not dependent on any third-
party storage facility to protect the confidentiality of our business data.

Intellectual Property

As of the date of this Prospectus, we have registered the following mark with the Trade Mark Registry:

Particulars of Mark Class WSs Validity
for 6 3477797 Valid till February 8, 2027.

“Manufacturer of Stainless Steel
and Carbon Steel Pipes and
Fittings”

SALES AND MARKETING

155
We have our in-house marketing and sales team comprising of 13 dedicated personnel working under the overall
supervision of our Board of Directors and have a vast experience in deal origination and negotiation. The team
follows a customer-centric approach and focuses on providing dedicated support for understanding customer
requirements and manufacturing products. Our marketing and sales team regularly participates in various trade
exhibitions in India and abroad such as the Tube India International (India), Stainless Steels World
(Netherlands), Tube Dusseldorf (Germany), and Chemtech World Expo (India) to streamline and expand our
marketing reach.

Sales Life-Cycle

Our sales team engages with the potential clients for their requirements and typically follows the following
process:

  
 

DS 3. Offer is
Enquiry/RFQ from fgeeal 2. Prepare the offer faaeg Prorat bg
inky Ee ebm tons

 

 
  

BAe io ety

commercially PB eli} L> Pe ame moog

purchase order and payment

Elles tment

 

On receipt of the purchase order and prior to the delivery of order, the following indicative steps are taken by
the production team:

1. Once the purchase order is received by the client, and if found technically and commercially compliant, a work
order is prepared and sent to the planning department for further processing.

a The planning department checks the availability of finished goods stock and allocates stock material to the
relevant work order.

3. In case the finished goods stock is not available, the required raw material is checked from the raw material
stock and issued to production department for production.

4. In case the raw material stock is also unavailable for a particular order, a raw material indent is created for
requisition of raw material and subsequently the raw material is issued to the production department for
production.

5. Production is completed by different processes like rolling, finishing, pickling etc.

6. Stringent quality control is followed during the production process by the quality control department by
checking in process products at various manufacturing stages and conducting various testing.

7 Final inspection of pipes and tubes is done by the quality control department which comprises of various non-

destructive and destructive tests which are generally conducted in the presence of client-nominated third-party
inspection agencies.

8. After clearing quality control, all pipes and tubes are sent to dispatch department for packaging and further
dispatched to various client delivery locations.

Export Obligations

Our Company has export obligations amounting to = 844.19 million as on February 28, 2022.

Quality Assurance

We are an ISO 9001:2015, ISO 14001:2015 and ISO 45001:2018 certified by Bureau Veritas and holding
accreditation from UK Accreditation Service, PED 2014/68/EU and ADW/AD 2000 — Merkblatt — WO from

TUV which is a requirement for supply in the European Union countries. Further, we are an IBR certified
manufacturer and supplier of stainless steel seamless & welded pipes. We have checks and testing systems in

156
place, from the procurement of raw material to the manufactured product, for ensuring the quality of our
Products.

Insurance

Our operations are subject to hazards inherent to pipe manufacturing industry, such as work accidents, storms,
fire, tempest, earthquake, flood and other force majeure events, inundation and explosions including hazards
that may cause severe damage, including damage caused to employees. We are also subject to losses resulting
from defects or damages arising during transit of our Products in addition to risk of equipment failure, acts of
terrorism and environmental damage. We may also be subject to product liability claims if the products that we
manufacture are not in compliance with regulatory standards and the terms of our contractual arrangements.

In this regard, our Company has maintained various insurance policies, in amounts that we believe are
commercially appropriate, including insurance policies for employees compensation, common law (which
includes accidental insurance), occupational diseases, contractors employees, medical expenses, standard fire
and special perils, industrial, commercial vehicles package, and export marine policy. We believe that our
insurance coverage is in accordance with industry custom, including the terms of and the coverage provided by
such insurance. As on December 31, 2021, our insurance policies cover 106.23% of our property, plant and
equipment, and 116.14% of our stock. For further information, please see “Risk Factors — Our insurance
coverage may not be adequate to protect us against all potential losses to which we may be subject and this may
have an adverse effect on our business” on page 45.

Human Resources

Our work force is a critical factor in maintaining quality and safety which strengthen our competitive position
and our human resource policies focus on training and retaining our employees. We identify, develop and retain
our talent through an array of initiatives which include talent acquisition, learning and development,
compensation and benefits, employee engagement and performance management. We train our employees on a
regular basis to increase the level of operational excellence, improve productivity and maintain compliance
standards on quality and safety. We believe our management policies, working environment, career
development opportunities, appraisal mechanism and employee benefits are instrumental in maintaining good
employee relations and employee retention.

As of February 28, 2022, our Company has a total of 362 employees, with 203 as permanent employees and 159
working on a contractual basis. The breakup of permanent employees is detailed below:

S. No. Function Number of permanent employees
1. Manufacturing 100
2. Sales and marketing 13
3. Quality control 27
4. Finance, human resources and admin 22
5. Marketing Export 1
6. Material (purchase, stores, dispatch) 16
7. Project, engineering and maintenance 24
Total 203

We have entered into job work contracts with various third-party independent contractors for the purposes of
securing (i) dispatch and production; (ii) housekeeping services; (iii) security; (iv) canteen labour, and (v)
hygiene maintenance. Most of the agreements with the independent contractors are based on memoranda of
understanding, which stipulate the terms and conditions of service, quantity of labour, and payment. The
contractors are required to provide the requisite number of workers for which we agree to pay them the rate
specified by the government under the Minimum Wages Act, 1948, per individual person engaged/employed by
the contractor in connection with the job assigned to him by us. For further information, please see “Risk
Factors A slowdown or shutdown in our manufacturing operations could have an adverse effect on our
business, results of operations, financial condition and cash flows.” on page 36.

157
Competition

We compete against domestic companies operating in our industry. Some of our competitors have (i) greater
financial and other resources and better access to capital than we do, which may enable them to compete more
effectively; and (ii) better geographical reach which gives them the ability to quote competitively as the
transportation costs are limited. Ratnamani Metals & Tubes Limited, Jindal SAW, Maharashtra Seamless
Limited, Man Industries and Welspun Corp are few of the major players in Indian steel pipe & tube segment.
All these companies have a wide product portfolio, offering SAW, welded, seamless and stainless-steel pipes
and tubes. Among these, Ratnamani and Jindal SAW have an established stainless steel pipes and tubes
business, placing them as market leaders in this segment. (Source: D&B Report) However, depending on
various factors, and the extent of our presence in the relevant geographical region, we are able to leverage our
experience and established relationships. For details, see “Industry Overview” beginning on page 114.

Corporate Social Responsibility

We have adopted a Corporate Social Responsibility (“CSR”) policy and constituted a CSR committee on May
08, 2020 in compliance with the requirements of the Companies Act, 2013 and the Companies (Corporate Social
Responsibility) Rules, 2014 notified by Central Government and amendments thereto. Our CSR activities are
primarily focused on initiatives relating to education, skill development, socio-economic development,
healthcare and the environment, particularly in the geographical areas near our manufacturing facilities.

Our CSR activities are monitored by the CSR Committee of our Board. For details of the terms of reference of
our CSR Committee, see “Our Management” on page 168. For the Fiscal 2021, we had spent an amount of =
0.94 million in CSR activities. For further details, see section “Financial Information” beginning on page 194.

Material Properties

S.No. Reference Property Description Area (In Sq. Mtrs.) Term
Tripada Complex, Plot No 275, Period of 22 months
1 Corporate Office Sector 1/A, Near Mamlatdar office, 7432 beginning on
. (Leave and License) Office No 1, Ground Floor . September 10, 2021
Gandhidham, Kutch — 370 201 till July 9, 2023

Period of 11 months

Shop No. 11, Ground Floor, Salsar A
commencing from

Mumbai Marketing | “Commercial Center, C.T.S No. 1,

ae Maton orpicdamas | MM
hayander East - 15, 2023.
Factory Premises Period of 10 years
thease) Revenue Survey No. 233/2, commencing from
3. Dhaneti, Bhuj (Kutch), Gujarat — 18,919 June 15, 2015 and
370 020 ending on June 14,
2025.
Factory Premises Revenue Survey No. 234/1,
4. (Own) Industrial Plot No. 1 to 12 Dhaneti, 15,075 On Ownership Basis
Bhuj (Kutch), Gujarat 370 020
Period of 11 months
and 29 days
Property No. 83/2, Gujarat commencing from
5: Sodas Ghaeaatad) VeparMahamandal, Odhav, Vatva, 334.45 July 26, 2021 to July
(Lease) Ahmedabad — 382 440 24, 2022.
Period of 11 months
Plot No 319, Ward 8A Subhash commencing from
6. Guest House Nagar Gandhidham, Gujarat — 370 170 March 10, 2022 and
201 ending on February 9,
2023
Paiciany ISS Revenue Survey No. 232, village
z of Dhaneti of District Kutch, Sub- 23,979 On Ownership Basis

(Own) District Bhuj (Gujarat), — 370 020

158
KEY REGULATIONS AND POLICIES

The following is an overview of certain sector-specific relevant laws and regulations, which are applicable to
the operations of our Company. The information detailed in this section has been obtained from publications
available in public domain. The description of laws and regulations set out below is not exhaustive but
indicative, and is only intended to provide general information to investors. The information in section is neither
designed nor intended to be a substitute for professional legal advice.

The statements below are based on the current provisions of Indian law, and judicial, regulatory and
administrative interpretations thereof, which are subject to change or modification by subsequent legislative,
regulatory, administrative, quasi-judicial or judicial decisions.

L

1.

Key Industry Regulations
Bureau of Indian Standards Act, 2016(“BIS Act”)

The BIS Act provides for the establishment of the Bureau of Indian Standards (“BIS”) for the
harmonious development of the activities of standardisation, conformity assessment and quality
assurance of goods, articles, processes, systems and services. The BIS Act for the functions of the BIS
which includes, among others, (a) recognizing as an Indian standard, any standard established for any
article or process by any other institution in India or elsewhere; (b) specifying a standard mark which
shall be of such design and contain such particulars as may be prescribed to represent a particular Indian
standard; and (c) undertake testing of samples for purposes other than for conformity assessment and (d)
undertake activities related to legal metrology. The BIS Act empowers the Central Government in
consultation with the BIS to order compulsory use of standard mark for any goods or process if it finds it
expedient to do so in public interest. The BIS Act also provides the penalties in case there is a
contravention of the provisions of the BIS Act.

The Consumer Protection Act, 2019

The Consumer Protection Act, which repeals the Consumer Protection Act, 1986, (“Consumer
Protection Act”) was designed and enacted to provide simpler and quicker access to redress consumer
grievances. It seeks, inter alia to promote and protect the interests of consumers against deficiencies and
defects in goods or services and secure the rights of a consumer against unfair trade practices, which may
be practiced by manufacturers, service providers and traders. In addition to awarding compensation
and/or passing corrective orders, the forums and commissions under the Consumer Protection Act, in
cases of misleading and false advertisements, are empowered to impose imprisonment for a term which
may extend to two years and fine which may extend to Rs. 1,000,000.

The Consumer Protection Act also provides for the establishment of a Central Consumer Protection
Authority to regulate matters relating to violation of rights of consumers, unfair trade practices and false
or misleading advertisements which are prejudicial to the interests of public and consumers and to
promote, protect and enforce the rights of consumers as a class.In addition, it
also provides for settlement of disputes by way of mediation in case there is a possibility of settlement at
the stage of admission of complaint or at any later stage, if acceptable to both parties.
A mediation cell will be attached to each district, state and National Commission and its regional benches
for quick resolution.

The Legal Metrology Act, 2009 (“Legal Metrology Act”) and Legal Metrology (Packaged
Commodities) Rules, 2011

The Legal Metrology Act was enacted to establish and enforce standards of weights and measures and to
regulate trade and commerce in weights, measures and other goods which are sold or distributed by
weight, measure or number. It repealed and replaced the Standard of Weights and Measures Act, 1976
and the Standards of Weights and Measures (Enforcement) Act, 1985. Making use of any numeration not
in accordance with the standards of weights and measures prescribed under the Legal Metrology Act may
be punished by a fine which may extend to %25,000 and for the second or subsequent offense, with
imprisonment for a term not exceeding six months and also with fine. Any transaction, deal or contract in
contravention of the standards of weights and measures prescribed by the government may be punished
with fine which may extend to = 10,000 and for the second or subsequent offence, with imprisonment for

159
IL.

a term which may extend to one year, or with fine, or both. The Legal Metrology Act permits the central
government to make rules thereunder to carry out provisions of the Act. Further, states may, after
consultation with the central government, frame state specific rules under this Act to provide for the time
limits for verification of weights and measures, maintenance of registers and records, manner of
notifying government authorities, fees for compounding of offences etc.

The Legal Metrology (Packaged Commodities) Rules, 2011 framed under the Legal Metrology Act lay
down specific provisions applicable to packages intended for retail sale, wholesale packages and for
export of packaged commodities and also provide for registration of manufacturers, packers and
importers. Also, the Legal Metrology (Government Approved Test Centre) Rules, 2013 have laid down
specifications about verification of weights and measures specified therein by government approved test
centre.

Environmental Laws and Legislations
Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”)

The Air Act requires any individual, industry or institution responsible for emitting smoke or gases by
way of use as fuel or chemical reactions, apply in a prescribed form and obtain consent from the state
pollution control board prior to commencing any activity. The state pollution control board is required to
grant, or refuse, consent within four months of receipt of the application. The consent may contain
conditions relating to specifications of pollution control equipment to be installed. Within a period of
four months after the receipt of the application for consent the PCB shall, by order in writing and for
reasons to be recorded in the order, grant the consent applied for subject to such conditions and for such
period as may be specified in the order, or refuse consent.

Environment Protection Act, 1986 (“Environment Act”)

The Environment Act is an umbrella legislation designed to provide a framework for the Central
Government to coordinate activities of various state and central authorities established under previous
environmental laws. The Environment Act specifies that no person carrying on any industry, operation or
process shall discharge or emit or permit to be discharged or emitted any environment pollutants in
excess of such standards as may be prescribed. The Environment Act empowers the Central Government
to make rules for various purposes viz., to prescribe:

@ the standards of quality of air, water or soil for various areas;

(ii) the maximum allowable limits of concentration of various environmental pollutants for different
areas;

(iii) the procedures and safeguards for the prevention of accidents which may cause environmental

pollution and remedial measures for such accidents.

  

Environment (Protection) Rules, 1986 (“Environment Rules”)
In exercise of powers conferred under the Environment Act, the Central Government notified the
Environment Rules. The Environment Rules prescribe standards for emission or discharge of
environmental pollutants that an industry must comply with. It grants power to the central government to
prohibit or restrict the location of industries in different areas. Pursuant to Environment Rules, every
person who carries on an industry, operation or process requiring consent under Water (Prevention and
Control of Pollution) Act, 1974 or Air (Prevention and Control of Pollution) Act, 1981 or shall submit to
the concerned State Pollution Control Board (“SPCB”) an environmental statement for that financial year
in the prescribed form.

Hazardous Wastes (Management, Handling and Transboundary Movement) Rules, 2016 (the
“Hazardous Waste Rules”)

Hazardous Waste Rules place an obligation on an ‘Occupier’ to be responsible for the safe and
environmentally sound management of hazardous wastes. An Occupier has been defined in relation to
any factory or premises, means a person who has, control over the affairs of the factory or the premises
and includes in relation to any hazardous and other wastes, the person in possession of the hazardous or
other waste. Occupiers must similarly obtain a range of consents from the state pollution control board.

160
Tl.

The Hazardous Waste Rules also place rigorous procedures for the import and export of hazardous waste
including electronic waste and scraps. The occupier, importer or exporter and operator of the disposal
facility shall be liable for all damages caused to the environment or a third party due to improper
handling and management of the hazardous waste and may have to pay financial penalties as levied for
any violation of the provisions under these rules by the state pollution control board with the prior
approval of the central pollution control board.

The Environment Impact Assessment Notification S.O. 1533(E), 2006 (the “EIA Notification”)

The EIA Notification issued under the Environment Act and the Environment Rules, as amended,
provides that the prior approval of the Ministry of Environment, Forest and Climate Change,
Government of India, or State Environment Impact Assessment Authority, as the case may be, is required
for the establishment of any new project and for the expansion or modernisation of existing projects
specified in the EIA Notification. The EIA Notification prescribes a four-stage approval process for
obtaining environmental clearance, i.e., screening, scoping, public consultation and appraisal. After
completion of public consultation, the applicant is required to make appropriate changes in the Draft
Environment Impact Assessment Report and the Environment Management Plan. The final Environment
Impact Assessment Report has to be submitted to the concerned regulatory authority for appraisal. The
regulatory authority is required to give its decision within 105 days of the receipt of the final
Environment Impact Assessment Report. The prior environmental clearance granted for a project or
activity is valid for a period of ten years in the case of river valley projects, project life as estimated by
expert appraisal committee or state level expert appraisal committee subject to a maximum of 30 years
for mining projects and seven years in the case of all other projects and activities.

   

The Ministry of Environment, Forest and Climate Change has published the draft Environment Impact
Assessment Notification, 2020 (“EIA Notification, 2020”), replacing the existing EIA Notification. The
EIA Notification, 2020 has divided the projects into three categories namely A, B1 and B2 on the basis
of social, economic and geographical impact. The EIA Notification, 2020 envisages two kinds of
approval depending on the category of projects i.e. (i) prior environment clearance with the approval of
expert committees; and (ii) environmental permission or provision without the approval of expert
committees. The EIA Notification, 2020 exempts 40 different kinds of projects including digging of
foundation of buildings and manufacturing of products from polymer granules or manmade fibers from
granules or flakes or chips, from prior environment clearance or prior environment permission. Under the
EIA Notification, 2020, several projects such as all B2 projects, building construction and area
development, elevated roads and flyovers, highways or expressways are exempted from public
consultation.

Water (Prevention and Control of Pollution) Act, 1974 (“Water Act”)

The Water Act aims at prevention and control of water pollution as well as restoration of water quality
through the establishment of a central pollution control board and state pollution control boards. Under
the provisions of the Water Act, any individual, industry or institution discharging industrial or domestic
wastewater or establishing any treatment or disposal system or the using of any new or altered outlet for
the discharge of sewage is required to obtain the consent of the applicable state pollution control board,
which is empowered to establish standards and conditions that are required to be complied with. The
consent to operate is granted for a specific period after which the conditions stipulated at the time of
granting consent are reviewed by the state pollution control board. Even before the expiry of the consent
period, the state pollution control board is authorized to carry out random checks on any industry to
verify if the standards prescribed are being complied with by the industry. In the event of non-
compliance, the state pollution control board after serving notice to the concerned industry may close the
mine or withdraw water supply to the industry or cause magistrates to pass injunctions to restrain such
polluters.

Foreign Trade Regulations
The Foreign Trade (Development & Regulation) Act, 1992
The Foreign Trade (Development & Regulation) Act, 1992, provides for the development and regulation

of foreign trade by facilitating imports into and augmenting exports from India and for matters connected
therewith or incidental thereto. As per the provisions of the Act, the Government:- (i) may make

161
Iv.

provisions for facilitating and controlling foreign trade; (ii) may prohibit, restrict and regulate exports
and imports, in all or specified cases as well as subject them to exemptions; (iii) is authorised to
formulate and announce an export and import policy and also amend the same from time to time , by
notification in Official Gazette; (iv) is also authorised to appoint a ‘Director General of Foreign Trade’ for
the purpose of the Act, including formulation and implementation of the Export-Import("EXIM") Policy.
FTA read with the Indian Foreign Trade policy provides that no export or import can be made by a
company without an Importer-Exporter Code number unless such company is specifically exempt. An
application for an Importer-Exporter Code number has to be made the office of the Joint Director
General of Foreign Trade, Ministry of Commerce.

Laws relating to Intellectual Property
The Trademarks Act, 1999 (“Trademark Act”)

In India, trademarks enjoy protection under both statutory and common law. Indian trademark law
permits the registration of trademarks for goods and services. The Trademarks Act governs the statutory
protection of trademarks and the prevention of the use of fraudulent marks in India. Certification marks
and collective marks can also be registered under the Trademark Act. An application for trademark
registration may be made on an individual or joint basis by any person claiming to be the proprietor of a
trade mark, and can be made on the basis of either the use or the intention to use the trademark in the
future. Applications for a trademark registration may be made for in one or more international classes.
Once granted, trademark registration is valid for ten years unless cancelled. If not renewed after ten
years, the mark lapses and the registration have to be restored. The Trademark (Amendment) Act, 2010
allows Indian nationals as well as foreign nationals to secure simultaneous protection of trademark in
other countries.

Laws relating to employment
The various labour and employment related legislation that may apply to our operations, from the

perspective of protecting the workers’ rights and specifying registration, reporting and other
compliances, and the requirements that may apply to us as an employer, would include the following:

@ Employees’ Provident Funds and Miscellaneous Provisions Act, 1952

(ii) Employees’ State Insurance Act, 1948

(iii) Minimum Wages Act, 1948

(iv) Payment of Bonus Act, 1965

(vy) Payment of Gratuity Act, 1972

(vi) Payment of Wages Act, 1936

(vii) Maternity Benefit Act, 1961

(viii) Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013

(ix) Employees’ Compensation Act, 1923

(x) Building and Other Construction Workers Regulation of Employment and Conditions of
Service Act, 1996

(xi) The Code on Wages, 2019*

(xii) The Occupational Safety, Health and Working Conditions Code, 2020**
(xiii) The Industrial Relations Code, 2020***
(xiv) The Code on Social Security, 2020****

*The Gol enacted ‘The Code on Wages, 2019" which received the assent of the President of India on August 8, 2019. Through its
notification dated December 18, 2020, the Gol brought into force sections 42(1), 42(2), 42(3), 42(10), 42(11), 67(ii)(s), 67(ii)(t) (t0 the
extent that they relate to the Central Advisory Board) and 69 (to the extent that it relates to sections 7, 9 (to the extent that they relate to the
Gol) and 8 of the Minimum Wages Act, 1986) of the Code on Wages, 2019. The remaining provisions of this code will be brought into force
on a date to be notified by the Gol. It proposes to subsume four separate legislations, namely, the Payment of Wages Act, 1936, the
Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the Equal Remuneration Act, 1976.

**The Gol enacted ‘The Occupational Safety, Health and Working Conditions Code, 2020" which received the assent of the President of
India on September 28, 2020. The provisions of this code will be brought into force on a date to be notified by the Gol. It proposes to
subsume several separate legislations, including the Factories Act, 1948, the Contract Labour (Regulation and Abolition) Act, 1970, the
Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979 and the Building and Other Construction
Workers (Regulation of Employment and Conditions of Service) Act, 1996.

162
***The Gol enacted ‘The Industrial Relations Code, 2020’ which received the assent of the President of India on September 28, 2020. The
provisions of this code will be brought into force on a date to be notified by the Gol. It proposes to subsume three separate legislations,
namely, the Industrial Disputes Act, 1947, the Trade Unions Act, 1926 and the Industrial Employment (Standing Orders) Act, 1946.

**”The Gol enacted “The Code on Social Security, 2020 which received the assent of the President of India on September 28, 2020. The
provisions of this code will be brought into force on a date to be notified by the Gol. It proposes to subsume several separate legislations
including the Employee's Compensation Act, 1923, the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and
Miscellaneous Provisions Act, 1952, the Maternity Benefit Act, 1961, the Payment of Gratuity Act, 1972, the Building and Other
Construction Workers’ Welfare Cess Act, 1996 and the Unorganised Workers’ Social Security Act, 2008.

VI.

1.

VIL.

Law governing competition
Competition Act, 2002 (the “Competition Act”)

The Competition Act is an act to prevent practices having adverse effect on competition, to promote and
sustain competition in markets, to protect the interests of consumers and to ensure freedom of trade in
India. The act deals with prohibition of:

(i) certain agreements such as anti-competitive agreements and;
(ii) abuse of dominant position and regulation of combinations. No enterprise or group shall abuse its
dominant position in various circumstances as mentioned under the Competition Act.

The prima facie duty of the Competition Commission of India (“Commission”) is to eliminate practices
having adverse effect on competition, promote and sustain competition, protect interests of consumers
and ensure freedom of trade. The Commission shall issue notice to show cause to the parties to
combination calling upon them to respond within 30 days in case it is of the opinion that there has been
an appreciable adverse effect on competition in India. In case a person fails to comply with the directions
of the Commission and Director General (as appointed under Section 16(1) of the Competition Act), he
shall be punishable with a fine which may exceed to 7100,000 for each day during such failure subject to
maximum of 210,000,000, as the Commission may determine.

Laws relating to taxation

In addition to the aforementioned material legislations which are applicable to our Company, some of the
tax legislations that may be applicable to the operations of our Company include:

(i) Income Tax Act 1961, the Income Tax Rules, 1962, as amended by the Finance Act in respective
years;

(ii) Central Goods and Service Tax Act, 2017, the Central Goods and Service Tax Rules, 2017, each as
amended, and various state-wise legislations made thereunder;

(iii) The Integrated Goods and Service Tax Act, 2017;

(iv) Professional Tax state-wise legislations; and

(v) Indian Stamp Act, 1899 and various state-wise legislations made thereunder.

In addition to the above, our Company is required to comply with the provisions of the Companies Act, 2013,
The Indian Contract Act, 1872, different state legislations and any other law that may be applicable on our
Company from time to time.

163
HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company

Our Company was incorporated on February 17, 2015 as Venus Pipes & Tubes Private Limited as a private
limited company, under the Companies Act, 2013 and was granted a certificate of incorporation by the RoC.
The name of our Company was changed to Venus Pipes & Tubes Limited upon conversion to a public limited
company, and consequently a fresh certificate of incorporation was issued by the RoC, on September 16, 2021,
recording the change of our Company’s name to “Venus Pipes & Tubes Limited’.

Change in the Registered Office

Our Company was originally incorporated with its registered office at Office No. S-4, Plot No. 231, Ward 12/B,
Ratnakala Commercial Cooperative Society Limited, Gandhidham - 370201, Gujarat, India. Presently, our
registered office is situated at Survey No. 233/2 and 234/1, Dhaneti, Bhuj, Kachchh - 370020 Gujarat, India.
Details of changes in the registered office of our Company are as set out below:

Effective date Details of change Reason for change
December 19, 2019 Plot No.- 13 Ward No. 10-A Gandhidham Kachchh Administrative and —_ operational
370201, Gujarat, India convenience
August 16, 2021 Survey No. 233/2 and 234/1, Dhaneti, Bhuj, Administrative and operational
Kachchh - 370020 Gujarat, India convenience

Our main objects
The main objects of our Company as contained in our Memorandum of Association are:

To carry on in India or elsewhere the business to manufacture, produce, process, convert, commercialize,
design, develop, display, discover, mold, remold, blow, extrude, draw, dye, equip, fit up, fabricate, manipulate,
prepare, promote, remodel, service, supervise, supply, import, export, buy, sell, turn to account and to act as
agent, broker, concessionaries, consultant, collaborator, consignor, job worker, export house or otherwise to
deal in all shape, sizes, varieties, colors, capacities, modalities, specifications, descriptions of plastic pipes and
tubes, steel pipes and tubes, metallic pipes and tubes and all other kinds of pipes and tubes and to deal in all the
kinds of plastic tubes.

The main objects as contained in our Memorandum of Association enable our Company to carry on the business
presently being carried on.

Amendments to our Memorandum of Association in the last 10 years

Since incorporation, the following amendments have been made to our Memorandum of Association:

Date of Details of the amendments
Shareholders’
resolution
October 30, 2015 Amendment to Clause V of the Memorandum of Association to reflect increase in authorised share

capital from % 100,000 divided into 10,000 Equity Shares of 2 10 each to 10,000,000 consisting
of 1,000,000 Equity Shares of 210 each.

March 8, 2016 Amendment to Clause V of the Memorandum of Association to reflect increase in authorised share
capital from % 10,000,000 divided into 1,000,000 Equity Shares of % 10 each to 2 35,000,000
consisting of 3,500,000 Equity Shares of 210 each.

August 22, 2016 Amendment to Clause V of the Memorandum of Association to reflect increase in authorised share
capital from 2 35,000,000 divided into 3,500,000 Equity Shares of 2 10 each to 2 50,000,000
consisting of 5,000,000 Equity Shares of €10 each.

March 24, 2017 Amendment to Clause V of the Memorandum of Association to reflect increase in authorised share
capital from % 50,000,000 divided into 5,000,000 Equity Shares of % 10 each to & 60,000,000
consisting of 6,000,000 Equity Shares of 210 each.

March 30, 2018 Amendment to Clause V of the Memorandum of Association to reflect increase in authorised share
capital from & 60,000,000 divided into 6,000,000 Equity Shares of % 10 each to % 100,000,000
consisting of 10,000,000 Equity Shares of 210 each.

August 16, 2021 Amendment to Clause V of the Memorandum of Association to reflect increase in authorised share

164
Date of
Shareholders”
resolution

October 19, 2021

Details of the amendments

capital from & 100,000,000 divided into 10,000,000 Equity Shares of & 10 each to 200,000,000
divided into 20,000,000 Equity Shares of = 10 each.
Amendment to Clause V of the Memorandum of Association to reflect increase in authorised share
capital from & 200,000,000 divided into 20,000,000 Equity Shares of & 10 each to % 250,000,000
divided into 25,000,000 Equity Shares of = 10 each.

Corporate Profile of our Company

For details in relation to our corporate profile including details of our business, profile, activities, services,
market, growth, competition, launch of key products, entry into new geographies or exit from existing markets,
suppliers, customers, capacity build-up, technology, and managerial competence, see the chapter titled “Our
Business”, “Our Management”, “Management's Discussion and Analysis of Financial Condition and Results of
Operations” and “Government and Other Approvals” beginning on pages 139, 168, 253, and 293, respectively.

Total number of shareholders of our Company

As on date of this Prospectus, our Company has 60 Shareholders. For details, see “Capital Structure -
Shareholding Pattern of our Company” beginning on page 86.

Awards, accreditations and recognition

The table below sets forth key awards and accreditations received by our Company:

Calendar Year
2016

2017

2017

2018

2018

Awards and accreditations
Our manufacturing facilities at Dhaneti have been accredited with management system standards
certificate for compliance with ISO 9001: 2015, ISO 14001:2015 requirements

Our Company has been verified and recognized as material manufacturer according to AD 2000 -
Merkblatt WO by The TUV NORD Systems GmbH & Co. KG.

Our Company has been certified as quality-assurance system related to the material by The TUV
NORD Systems GmbH & Co. KG.

Our Company has received approval for manufacturing of Carbon Steel, Alloy Steel, Stainless Steel
Welded & Seamless Pipes up to 400 mm NB / Tubes up to 101.60 mm O.D. & U-Tubes under
inspection of Indian Boiler Regulations — 1950 from the Office of the Director of Boiler, Gujarat.
Our manufacturing facilities at Dhaneti have been accredited with management system standards
certificate for compliance with ISO 45001: 2018

Major events and milestones

The table below sets forth some of the major events in the history of our Company:

Calendar Year
2015
2015
2015
2017
2017
2017

2021

Details
Incorporation of our Company
Established manufacturing plant at Dhaneti, Bhuj-Bhachau highway, close to Mundar and Kandla
Ports.
Commenced the production of stainless steel welded pipes, stainless steel high precision & heat
exchanger tubes, stainless steel hydraulic & instrumentation tubes and stainless steel box pipes at
our manufacturing plant located at Dhaneti, Kutch, Gujarat.
‘Addition of stainless steel seamless pipes to production line.
Started exporting stainless steel welded and stainless steel seamless pipes to countries in the
European Union, Brazil, UK, Israel etc.
Registered our trademark under Class 6 of Trademarks Act in respect of “manufacturer of stainless
steel and carbon steel pipes and fittings” which is valid till 2027.
Conversion from a private limited company to public limited company.

165
Time/cost overrun
We have not experienced any instances of time/cost overrun in the setting up of any projects of our Company.

Launch of key products or services, entry in new geographies or exit from existing markets,
capacity/facility creation or location of plants

For details of launch of key products or services, entry in new geographies or exit from existing markets,
capacity/facility creation or location of our manufacturing facilities, see “Our Business” beginning on page 139.

Significant strategic or financial partnerships
Our Company does not have any significant strategic or financial partners.

Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamations
or any revaluation of assets, in the last ten years

Our Company has not undertaken any material acquisitions or divestments of any business or undertaking, and
has not undertaken any merger, amalgamation or any revaluation of assets, since incorporation.

Defaults or rescheduling/restructuring of borrowings with financial institutions/banks

There are no defaults or rescheduling/restructuring of borrowings availed by our Company from financial
institutions or banks.

Material Subsisting Agreements

As on the date of this Prospectus, our Company does not have any material subsisting agreement.
Shareholders’ Agreements

As on the date of this Prospectus, our Company does not have any shareholders’ agreement.

Holding Company

As on the date of this Prospectus, our Company does not have a holding company.

Subsidiaries, associate and joint ventures of our Company

As on the date of this Prospectus, our Company does not have any subsidiary, associate or joint venture.
Agreements with Key Managerial Personnel, Director, Promoter or any other employee

There are no agreements entered into by a 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.

166
Guarantees given by the Promoters

As on the date of this Prospectus, our Promoters have provided the guarantees listed below to third parties.
These guarantees are in the nature of personal guarantees and have been issued towards contractual obligations
in respect of loans availed by our Company:

   

State Bank of India

     

2. State Bank of India

 

Cash Credit

Letter of
Credit

 

  
   

2.75% over 6 months MCLR
Rate (Presently at 9.70 % p.a.)
Applicable Commission

 

   

 

 

 

   

 

 

 

 

 

 

 

 

State Bank of India Term Loan .00% over 6 months Mi
| | -1 ate (Present at 10.95% p.a)
4. State Bank of India [= Loan 13.02 .00% over 6 months MCLR
=I
5. State Bank of India Term Loan 21.22
| | = tate (Present at 10.95% p.a)
6. State Bank of India. Term Loan 39.83 100 bps over 6 months MCLR >
- GEL) ___ Rate (Presently at 7.95% p.a.)
7. State Bank of India Term Loan 15.10 100 bps over 6 months MCLR
(GECL Rate (Presently at 7.95% p.a.)
7 ___Extension) - |
8 Tata Capital Supplier 50.00 10.25% i.e, STLR less 7.80%
Financial Services Financing |
| Limited

 

 

Megharam
Sagramji
Choudhary
Jayantiram
Motiram
Choudhary,
Dhruv
Mahendrakumar
Patel

Arun
‘Axaykumar
Kothari

  

The aforementioned guarantees are effective for a period till the underlying facilities are repaid by our
Company. In the event of any default by our Company towards payment of the aforementioned facilities, the
Promoters shall be liable for payment of the outstanding amount, including expenses, incurred by the bank and
any loss suffered by reason of such default.

167
Name, Designation, Date of Birth, Address,
Occupation, Nationality, Period of Directorship,
Term and DIN

Age (years)

2015

Address: Plot No. 121, 122 Sector 8, Gandhidham-
370201, Gujarat

Occupation: Business
Nationality: Indian

Date of Birth: July 20, 1982
Dhruv Mahendrakumar Patel 36 years
DIN: 07098080

Designation: Whole Time Director

Term: For a period of five (5) years with effect from
September 14, 2021 and is liable to retire by rotation

Period of Directorship: Director since June 16, 2015
Address: C/o Mahendra Patel, Naathibaa Park,
Neelkanth Nagar, Near Bharat Nagar School, Unjha,
Mehesana, Gujarat - 384170

Occupation: Business

Nationality: Indian

Date of Birth: February 6, 1986

Kailash Nath Bhandari 80 years
DIN: 00026078

Designation: Independent Director

Term: For a period of five (5) years with effect from
October 19, 2021 and is not liable to retire by rotation

Period of Directorship: Director since October 19,
2021

Address: House No. 5, opposite Indira Gandhi Park,
New Power House Road, Shastri Nagar, Jodhpur,
Rajasthan — 342003

Occupation: Professional

Nationality: Indian

Date of Birth: March 01, 1942

Pranay Ashok Surana 31 years
DIN: 05192392

Designation: Independent Director

Term: For a period of five (5) years with effect from
October 19, 2021 and is not liabie to retire by rotation

Period of Directorship: Director since October 19,

169

Other directorships

Sovox Renewables Private Limited

Hindalco Industries Limited
Gujarat Sidhee Cement Limited

Magma HDI
Company Limited

General Insurance

Hindalco-Almex Aerospace Limited
Saurashtra Cement Limited

Agriculture Insurance Company of India
Limited

Shristi Infrastructure
Corporation Limited

Development

Suvas Holdings Limited

Jaiprakash Associates Limited

Omapal Technologies Private Limited
OUR MANAGEMENT
As on date of this Prospectus, our Company currently has eight Directors on its Board, comprising of four (4)
Independent Directors including a woman Director. For details on the strength of our Board, as permitted and
required under the Articles of Association, see “Main Provisions of Articles of Association” on page 330.

Our Board

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

Name, Designation, Date of Birth, Address, Age (years) Other directorships
Occupation, Nationality, Period of Directorship,
Term and DIN
Jayantiram Motiram Choudhary 38 years © Accuracy Shipping Limited

DIN: 02617118
Designation: Chairman and Non-Executive Director
Term: Liable to retire by rotation

Period of Directorship: Director since February 17,
2015

Address: Duplex-1, Plot No. 119/120, Ward D-7/A,
Gurukul Gandhidham-370201, Gujarat

Occupation: Business

Nationality: Indian

Date of Birth: May 20, 1983

Arun Axaykumar Kothari 44 years « AP Procon Private Limited

DIN: 00926613 «Arman Housing Finance Private Limited
Designation: Managing Director

Term: For a period of five (5) years with effect from
September 14, 2021 and is liable to retire by rotation

Period of Directorship: Director since September 14,
2021

Address: Plot no 364, Lilashah Nagar, Gandhidham
370201, Gujarat

Occupation: Business

Nationality: Indian

Date of Birth: August 29, 1977

Megharam Sagramji Choudhary 39 years Nil
DIN: 02617107

Designation: Whole Time Director

Term: For a period of five (5) years with effect from
September 14, 2021 and is liable to retire by rotation

Period of Directorship: Director since February 17,

168
Name, Designation, Date of Birth, Address, Age (years)
Occupation, Nationality, Period of Directorship,
Term and DIN
2021

Address: Plot No. 35, Survey No. 777/2, Karmyogi
nagar, Trimurti Chowk Nashik, Maharashtra — 422008

Occupation: Professional
Nationality: Indian

Date of Birth: August 17, 1990

Komal Lokesh Khadaria 43 Years
DIN: 07805112

Designation: Independent Director

Term: For a period of five (5) years with effect from
October 19, 2021 and is not liable to retire by rotation

Period of Directorship: Director since October 19,
2021

Address: 3D-Golden Avenue, near State bank of India,
Svr College, Chorasia Surat, Gujarat 395007

Occupation: Professional
Nationality: Indian

Date of Birth: November 04, 1978
Shyam Agrawal 42 years

DIN: 03516372
Designation: Independent Director

Term: For a period of five (5) years with effect from
October 19, 2021 and is not liabie to retire by rotation

Period of Directorship: Director since October 19,
2021

Address: Tara Sadan, Mahamandir Bagh, Ram Lila
Maidan, Sikar, Rajasthan, 332001

Occupation: Professional
Nationality: Indian

Date of Birth: September 05, 1979

Brief profiles of our Directors

Other directorships

Plenary Advisors —_ Private
Limited

Mayur Uniquoters Limited
ICMAI Registered Valuers Organisation

South Eastern Coal Fields Limited

Jayantiram Motiram Choudhary, aged 38 years is the chairman, non-executive Director and one of the
Promoters of our Company. He has been associated with our Company since its incorporation as a Director. He
does not have any formal education degree. He has over ten (10) years of experience in the steel industry and

over four (4) experience as a director of Accuracy Shipping Limited.

Arun Axaykumar Kothari, aged 44 years is the Promoter, managing Director and CFO of our Company. He
has been associated with our Company since September 14, 2021 as a Director. He holds a bachelor’s degree in

170
commerce from Rajasthan University and has been a qualified chartered accountant since 1998. He looks after
and manages the entire accounting and financial operations of our Company and is responsible for setting
processes, systems and procedures in place to control and streamline the financial and commercial transactions
of the Company.

Megharam Sagramji Choudhary, aged 39 years is the Promoter and whole time Director of our Company.
Being our Promoter, he has been associated with our Company since its incorporation. He has no formal
education degree. He has over 15 years of experience in the stainless steel welded pipes and tubes industry. He
is responsible for sales and marketing, customer relationship management and procurement and also looks after
the HR activities of our Company.

Dhruv Mahendrakumar Patel, aged 36 years is the whole time Director and a Promoter of our Company.
Being our Promoter, he has been associated with our Company since 2015. He holds a bachelor’s degree in
engineering from University of Pune and a master’s degree in technology from CEPT University. He looks after
production activities, streamlining of processes and procedures to facilitate smooth production process and
enhanced productivity in the manufacturing process. He has over six (6) years of experience in the steel
industry. He manages the entire production and also looks after the export of our Company.

Kailash Nath Bhandari, aged 80 years is a non-executive, Independent Director of our Company. He has been
associated with our Company since October 19, 2021. He holds a bachelor’s degree in law from Jodhpur
University. He has over 18 years of experience in the insurance sector. He is also on the Board of Hindalco
Industries Limited as an independent director among others.

Pranay Ashok Surana, aged 31 years is a non-executive, Independent Director of our Company. He has been
associated with our Company since October 19, 2021. He holds a bachelor’s in technology and master’s in
technology degree in mechanical engineering from the Indian Institute of Technology, Bombay. He has over
five years of experience in the technology sector. He was the founder of Flyrobe (Bloomberg top 50 global start-
ups 2017) and analyst at Deutsche Bank. He has also been featured on the coveted Forbes 30 under 30 in the
Asia list (2017) and in the India list (2019).

Komal Lokesh Khadaria, aged 43 years is a non-executive Independent Director of our Company and is a
member of Institute of Companies Secretaries of India (“ICSI”) and holds a bachelor’s degree in commerce.
She has been associated with our Company since October 19, 2021. She has over nine (9) years of experience as
a qualified company secretary. She is a member of ICSI and she has held the position of chairperson of Surat
Chapter of ICSI She has also worked as vice chairperson and member of various committees of Surat Chapter
and Western India Regional Council (“WIRC”) of ICSI in the past years.

Shyam Agrawal, aged 42 years is a non-executive, Independent Director of our Company. He has been
associated with our Company since October 19, 2021.He also holds a doctorate in law from University of
Rajasthan. He was the national president of the ICSI, New Delhi in the year 2017 and International Secretary of
Corporate Secretaries International Association (“CSIA”), Hong Kong for the year 2017-18. He has over fifteen
(15) years of experience as a practicing company secretary. He was a member of the appellate authority of the
ICSI, New Delhi and is presently (i) a member of the quality review board of the ICAI, New Delhi; and (ii) the
chairman and independent director of ICMAI Registered Valuers Organization, New Delhi.

Relationship between our Directors
None of our Directors are related to each other or to the KMPs.
Remuneration details of our Directors

The details of gross remuneration accrued/paid to our Directors in Fiscal 2022 is as follows:

 

 

 

 

 

 

 

 

Name of Director Designation Gross Remuneration for Fiscal
2022 (# in million)*
Jayantiram Motiram Choudhary Chairman & Non-executive 0.13
Director
Arun Axaykumar Kothari Managing Director & CFO 1.77
Megharam Sagramji Choudhary Whole Time Director 1.44
Dhruv Mahendrakumar Patel Whole Time Director 1.44

 

 

171
 

 

 

 

 

Kailash Nath Bhandari Independent Director 0.13
Pranay Ashok Surana Independent Director 0.14
Komal Lokesh Khadaria Independent Director 0.14
Shyam Agrawal Independent Director 0.13

 

 

 

 

including siting fees
Confirmations

None of our Directors have been identified as Wilful Defaulter or a Fraudulent Borrower.

None of our Directors is or was a director of any listed company which has been or was delisted from any stock
exchange during the term of their directorship in such company.

None of our Directors is, or was 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 as a member by any person either to induce such director to
become, or to help such director to qualify as a Director, or otherwise for services rendered by him / her or by
the firm or company in which he / she is interested, in connection with the promotion or formation of our
Company.

Arrangement or understanding with major Shareholders, customers, suppliers or others

None of our Directors have been appointed pursuant to any arrangement or understanding with major
Shareholders, customers, suppliers or others.

Service contracts with Directors

Except statutory entitlements for benefits upon termination of their employment in our Company or retirement,
none of our Directors have entered into a service contract with our Company pursuant to which they are entitled
to any benefits upon termination of employment.

Terms of appointment of Directors
1. Whole time Directors and Managing Director:

Arun Axaykumar Kothari was appointed as the Managing Director and CFO of our Company pursuant to a
resolution passed by our Board on September 14, 2021 and our Shareholders’ resolution dated September 21,
2021 for a period of five years with effect from September 14, 2021. He receives remuneration from our
Company in accordance with the Board resolution dated September 14, 2021 and the resolution of our
shareholders approved in their general meeting held on September 21, 2021. The details of the remuneration
that Arun Axaykumar Kothari is entitled to and the other terms of his employment are enumerated below:

SNo. Category Remuneration
1 Salary 20.25 million per month.
2 Allowance and Reimbursement ‘As per the policies adopted by the Company for this

purpose from time to time.

3 Statutory Payments As per applicable law, including contributions to provident
fund and gratuity payments.

Megharam Sagramji Choudhary was appointed as the Whole Time Director of our Company pursuant to a
resolution passed by our Board on September 14, 2021 and our Shareholders’ resolution dated September 21,
2021 for a period of five years with effect from September 14, 2021. He receives remuneration from our
Company in accordance with the Board resolution dated September 14, 2021 and the resolution of our
shareholders approved in their general meeting held on September 21, 2021. The details of the remuneration
that Megharam Sagramji Choudhary is entitled to and the other terms of his employment are enumerated below:

172
SNo. Category Remuneration
1 Salary 20.2 million per month
2 Allowance and Reimbursement ‘As per the policies adopted by the Company for this
purpose from time to time.

3 Statutory Payments As per applicable law, including contributions to provident
fund and gratuity payments.

Dhruv Mahendrakumar Patel was appointed as the Whole Time Director of our Company pursuant to a
resolution passed by our Board on September 14, 2021 and our Shareholders’ resolution dated September 21,
2021, for a period of five years with effect from September 14, 2021. He receives remuneration from our
Company in accordance with the Board resolution dated September 14, 2021 and the resolution of our
shareholders approved in their general meeting held on September 21, 2021. The details of the remuneration
that Dhruv Mahendrakumar Patel is entitled to and the other terms of his employment are enumerated below:

SNo. Category Remuneration
1 Salary %0.2 million per month
2 Allowance and Reimbursement ‘As per the policies adopted by the Company for this purpose
from time to time
3 Statutory Payments ‘As per applicable law, including contributions to provident fund

and gratuity payments.
2. Non-executive Directors and Independent Directors:

Pursuant to the resolution dated March 24, 2022 each Director is entitled to receive sitting fees of = 25,000 per
meeting for attending meetings of the Board, and % 15,000 for attending meetings of all committees of the
Board, within the limits prescribed under the Companies Act, 2013, and the rules made thereunder. Apart from
the fees mentioned herein, our non-executive Director and Independent Directors do not receive any
remuneration.

Bonus or profit sharing plan for the Directors

Our Company does not have any performance linked bonus or a profit-sharing plan in which our Directors have
participated.

Shareholding of our Directors in our Company

Our Articles do not require the Directors to hold any qualification shares. For details of shareholding of the
Directors in our Company as on the date of filing of this Prospectus, see “Capital Structure - Details of Equity
Shares held by our Directors and Key Managerial Personnel” on page 87.

Interest of our Directors

All of our Directors may be deemed to be interested to the extent of fees, if any, payable to them for attending
meetings of the Board or a committee thereof as well as to the extent of other remuneration, bonus and
reimbursement of expenses, if any, payable to them.

Certain of our Directors may also be regarded as interested in the Equity Shares held by them. Further, certain
Directors may also be deemed to be interested in Equity Shares that may, pursuant to this Issue, be subscribed
by or Allotted to them, their relatives, or to the companies, firms, trusts, in which they are interested as directors,
members, partners, trustees and promoters.Certain of our Directors may be deemed to be interested in the
contracts, transactions, agreements or arrangements entered into or to be entered into by our Company with any
company in which they hold directorships or any partnership firm/proprietorship firm in which they are
partners/proprietor as declared in their respective capacity.

Our Directors, Megharam Sagramji Choudhary, Jayantiram Motiram Choudhary, Dhruv Mahendrakumar Patel,

Arun Axaykumar Kothari have extended personal guarantees for securing the repayment of bank loans obtained
by our Company from our lenders, and may deemed to be interested to that extent.

173
Interest in promotion or formation of our Company

Except Megharam Sagramji Choudhary, Jayantiram Motiram Choudhary, Dhruv Mahendrakumar Patel, Arun
Axaykumar Kothari, who are Promoters of our Company, our Directors have no interest in the promotion of our
Company as of the date of this Prospectus.

Interest in property

Our Directors have no interest in any property acquired or proposed to be acquired by or of our Company.

Business interest

Except as stated in “Restated Financial Statements” on page 194, and as disclosed in this section, our Directors
do not have any other interest in our business.

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 as
follows:

Name of Director Date of appointment or cessation Reasons

Mahesh Himatlal Puj October, 1, 2021 Resigned as Director

Hemant Rajnikant Shah October, 1, 2021 Resigned as Director

Manojsingh Jadoun October, 1, 2021 Resigned as Director

Arun Axaykumar Kothari September 14, 2021 Appointed as Managing Director

Kailash Nath Bhandari October 19, 2021 Appointed as Non-Executive Independent
Director

Pranay Ashok Surana October 19, 2021 Appointed as Non-Executive Independent
Director

Komal Lokesh Khadaria October 19, 2021 Appointed as Non-Executive Independent
Director

Shyam Agrawal October 19, 2021 Appointed as Non-Executive Independent
Director

Borrowing Powers

Pursuant to a resolution dated September 21, 2021 passed by our Shareholders, our Board has been authorised to
borrow any sum or sums of moneys from time to time notwithstanding that the moneys to be borrowed together
with the money already borrowed by our Company (apart from temporary loans obtained from our Company’s
bankers in the ordinary course of business) may exceed the aggregate of the paid-up Equity Share capital and
our free reserves (reserves not set apart for any specific purposes), provided that, the total amount so borrowed
together with the money already borrowed shall not exceed % 5,000 million.

Corporate Governance

In addition to the Companies Act, 2013, provisions of the SEBI Listing Regulations will also be applicable to
our Company immediately upon the listing of the Equity Shares on the Stock Exchanges.

Our Company currently has eight (8) Directors, of which, three (3) are Whole-time Directors, one (1) is a Non-
executive Director, and four (4) are Independent Directors. We also have a woman director on our Board. Our
Company is in compliance with corporate governance norms prescribed under SEBI Listing Regulations and the
Companies Act, 2013, particularly, in relation to composition of our Board of Directors and constitution of
board level committees.

Our Company undertakes to take all necessary steps to continue to comply with all the requirements under SEBI
Listing Regulations and the Companies Act, 2013.

174
Board-level committees

In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has
constituted the following Board-level committees:

(a) Audit committee;

(b) Nomination, Remuneration and Compensation committee;
(c) Stakeholders’ Relationship committee;

(d) Corporate Social Responsibility committee; and

Additionally, we have also constituted an IPO Committee for the purposes of this Issue.

The details of the committees required to be constituted by our Company under the Companies Act, 2013 and
the SEBI Listing Regulations are as follows:

Audit Committee

The Audit Committee currently consists of:

Name Position in the committee Designation

Komal Lokesh Khadaria Chairperson Non-Executive Independent Director
Pranay Ashok Surana Member Non-Executive Independent Director
Arun Axaykumar Kothari Member Managing Director

The Audit Committee was constituted vide a resolution by the Board of Directors dated October 21, 2021.
The role of the Audit Committee shall include the following:

1. oversight of the Company’s financial reporting process and the disclosure of its financial information to

ensure that the financial statement is correct, sufficient and credible;

recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. reviewing, with the management, the annual financial statements and auditor's report thereon before
submission to the board for approval, with particular reference to:

(a) matters required to be included in the director’s responsibility statement to be included in the board’s
report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

(b) changes, if any, in accounting policies and practices and reasons for the same;

(c) major accounting entries involving estimates based on the exercise of judgment by management;

(d) significant adjustments made in the financial statements arising out of audit findings;

(e) compliance with listing and other legal requirements relating to financial statements;

(f) disclosure of any related party transactions; and

(g) modified opinion(s) in the draft audit report;

5. reviewing, with the management, the quarterly financial statements before submission to the board for

approval; reviewing, 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

Issue document / prospectus / notice and the report submitted by the monitoring agency monitoring the

utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to

take up steps in this matter;

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;

scrutiny of inter-corporate loans and investments;

valuation of undertakings or assets of the Company, wherever it is necessary;

10. evaluation of internal financial controls and risk management systems;

11. reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal
control systems;

12. 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;

13. discussion with internal auditors of any significant findings and follow up there on;

14. reviewing the findings of any internal investigations by the internal auditors into matters where there is

ane

175
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the board;

15. 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;

16. to look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of non-payment of declared dividends) and creditors;

17. to review the functioning of the whistle blower mechanism;

18. approval of appointment of chief financial officer after assessing the qualifications, experience and
background, etc. of the candidate;

19. Carrying out any other function as is mentioned in the terms of reference of the audit committee; and

20. reviewing the utilization of loans and/ or advances from/investment by the holding company in the
subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower
including existing loans / advances / investments existing as on the date of coming into force of this
provision.

21. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders.

The Audit Committee shall mandatorily review the following information:
1. management discussion and analysis of financial condition and results of operations;
2. statement of significant related party transactions (as defined by the audit committee), submitted by
management;
3. management letters / letters of internal control weaknesses issued by the statutory auditors;
4. internal audit reports relating to internal control weaknesses; and
5. the appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review
by the audit committee.
6. statement of deviations:
(a) quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to
stock exchange(s) in terms of Regulation 32(1); and
(b) annual statement of funds utilized for purposes other than those stated in the Issue
document/prospectus/notice in terms of Regulation 32(7).

The powers of the Audit Committee shall include the following:

(a) to investigate any activity within its terms of reference;

(b) to seek information from any employee of the Company;

(c) to obtain outside legal or other professional advice; and

(d) to secure attendance of outsiders with relevant expertise, if it considers necessary.”

The Company Secretary and Compliance Officer shall act as Secretary to the Audit Committee. Any Director of
the Company and Pavan Kumar Jain, Company Secretary be and are hereby severally authorised to do all such
acts, things and deeds on behalf of the Company to effectively implement this resolution.”

Nomination and Remuneration Committee

The Nomination and Remuneration Committee currently consists of:

Name Position in the committee Designation

Komal Lokesh Khadaria Chairperson Non-Executive Independent Director
Kailash Nath Bhandari Member Non-Executive Independent Director
Jayantiram Motiram Choudhary Member Non-Executive non-Independent Director

Our Nomination and Remuneration Committee was constituted by a resolution of our Board dated October 21,
2021. The terms of reference of the Nomination and Remuneration Committee include the following:

The role of the Nomination and Remuneration Committee shall be as follows:

1. Formulating the criteria for determining qualifications, positive attributes and independence of a director
and recommend to the Board of directors a policy, relating to the remuneration of the directors, key
managerial personnel and other employees:

2. The Nomination and Remuneration Committee, while formulating the above policy, should ensure that:

a) the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate

176
directors of the quality required to run our Company successfully;

b) relationship of remuneration to performance is clear and meets appropriate performance benchmarks;
and

c) 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;

Formulating criteria for evaluation of performance of independent directors and the Board of Directors;

Devising a policy on diversity of Board of Directors;

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 of directors their appointment and
removal and shall specify the manner for effective evaluation of performance of the Board, its committees
and individual directors to be carried out either by the Board, by the Nomination and Remuneration
Committee or by an independent external agency and review its implementation and compliance. The
Company shall disclose the remuneration policy and the evaluation criteria in its annual report;

5. Extending or continuing the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors;

6. Recommending to the board, all remuneration, in whatever form, payable to senior management;

7. Administering, monitoring and formulating detailed terms and conditions of the Employees Stock Option
Scheme of the Company;

8. Framing suitable policies and systems to ensure that there is no violation, as amended from time to time, of
any securities laws or any other applicable laws in India or overseas, including:

a) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as
amended; and

b) The Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices
relating to the Securities Market) Regulations, 2003, as amended;

9. Carrying out any other function as is mandated by the Board from time to time and / or enforced/mandated
by any statutory notification, amendment or modification, as may be applicable;

10. Performing such other functions as may be necessary or appropriate for the performance of its duties; and

11. Perform such functions as are required to be performed by the Nomination and Remuneration Committee
under the SEBI (Share Based Employee Benefits) Regulations, 2014, as amended, including the following:
e Formulating detailed terms and conditions of (the “Plan”), which includes the provision as specified by

the Board in this regard; and
e Administration and superintendence of the Plan.

Bie

The chairman of the Nomination and Remuneration Committee shall be present at general meetings of the
Company, or in the absence of the chairman, any other member of the Nomination and Remuneration
Committee authorised by the chairman in this behalf. At annual general meetings, the chairman shall be
present to answer the shareholders’ queries, provided however, that it would be up to the chairman to decide
who should answer the queries.”

Stakeholders’ Relationship Committee

The Stakeholders’ Relationship Committee currently comprises of:

Name Position in the committee Designation
Pranay Ashok Surana Chairperson Non-Executive Independent Director
Shyam Agrawal Member Non-Executive Independent Director
Jayantiram Motiram Choudhary Member Non-Executive non-Independent Director

Our Stakeholders’ Relationship Committee was constituted by a resolution of our Board dated October 21,
2021.

The powers of the Stakeholders Relationship Committee shall be as follows:

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 Company including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings, etc;

177
3. Review of measures taken for effective exercise of voting rights by shareholders;

4. Review of adherence to the service standards adopted by the Company in respect of various services being
rendered by the Registrar and share transfer agent; and

5. Review of the various measures and initiatives taken by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by
the shareholders of the Company.

Corporate Social Responsibility (“CSR”) Committee

The CSR Committee currently comprises of:

Name Position in the committee Designation

Shyam Agrawal Chairperson Non-Executive Independent Director
Megharam Sagramji Choudhary Member Whole Time Director

Dhruv Mahendrakumar Patel Member Whole Time Director

The CSR Committee was re-constituted by a resolution of our Board dated October 21, 2021. The terms of
reference of the CSR Committee include the following:

1. To formulate and recommend to the board, a Corporate Social Responsibility Policy which shall indicate

the activities to be undertaken by the company as specified in Schedule VII of the Companies Act, 2013

and make any revisions therein as and when decided by the Board;

To review and recommend the amount of expenditure to be incurred on the activities referred to in (i);

3. To monitor the Corporate Social Responsibility Policy of the company and its implementation from time to
time;

4. Todo such other acts, deeds and things as may be required to comply with the applicable laws; and

5. To perform such other activities as may be delegated by the Board or specified/ provided under the
Companies Act, 2013 or by the SEBI Listing Regulations or statutorily prescribed under any other law or
by any other regulatory authority.

BB

IPO Committee

In addition to above committees, our Board has also constituted an IPO Committee pursuant to a resolution
dated October 21, 2021, which currently comprises of:

Name Position in the committee Designation

Arun Axaykumar Kothari Chairman Managing Director
Dhruv Mahendrakumar Patel Member Whole Time Director
Megharam Sagramji Choudhary Member Whole Time Director

The terms of reference of the IPO Committee of our Company include the following:

1. To decide, negotiate and finalize, in consultation with the BRLM appointed in relation to the Issue all
matters regarding the Pre-IPO Placement, if any, out of the fresh issue of Equity Shares by the Company in
the Issue, decided by the Board, including entering into discussions and execution of all relevant documents
with Investors;

2. To decide on other matters in connection with or incidental to the Issue, including the pre-IPO placement,
timing, pricing and terms of the Equity Shares, the Issue price, the price band, the size and all other terms
and conditions of the Issue including the number of Equity Shares to be offered and transferred in the Issue,
the bid / Issue opening and bid/Issue closing date, discount (if any), reservation, determining the anchor
investor portion, issue price for anchor investors and allocating such number of Equity Shares to anchor
investors in consultation with the BRLM and in accordance with the SEBI ICDR Regulations and to do all
such acts and things as may be necessary and expedient for, and incidental and ancillary to the Issue
including to make any amendments, modifications, variations or alterations in relation to the Issue and to
constitute such other committees of the Board, as may be required under Applicable Laws, including as
provided in the SEBI Listing Regulations;

178
10.

11.

12.

13.

14.

15.

To make applications, seek clarifications, obtain approvals and seek exemptions from, where necessary,
SEBI, the RoC and any other governmental or statutory authorities as may be required in connection with
the Issue and accept on behalf of the Company such conditions and modifications as may be prescribed or
imposed by any of them while granting such approvals, permissions and sanctions as may be required and
wherever necessary, incorporate such modifications / amendments as may be required in the DRHP, the
RHP and the Prospectus as applicable;

To finalize, settle, approve, adopt and file in consultation with the BRLM where applicable, the DRHP, the
RHP the Prospectus, the preliminary and final international wrap and any amendments (including dating of
such documents), supplements, notices, addenda or corrigenda thereto, and take all such actions as may be
necessary for the submission and filing of these documents including incorporating such
alterations/corrections/ modifications as may be required by SEBI, the RoC or any other relevant
governmental and statutory authorities or in accordance with Applicable Laws;

To appoint and enter into and terminate arrangements with the BRLM, and appoint and enter into and
terminate arrangement in consultation with the BRLM with underwriters to the Issue, syndicate members to
the Issue, brokers to the Issue, escrow collection bankers to the Issue, refund bankers to the Issue, registrars,
public offer account bankers to the Issue, sponsor bank, legal advisors, auditors, independent chartered
accountants, advertising agency, registrar to the Issue, and any other agencies or persons or intermediaries
whose appointment is required in relation to the Issue including any successors or replacements thereof, and
to negotiate, finalise and amend the terms of their appointment, including but not limited to the execution of
the mandate letter with the BRLM and negotiation, finalization, execution and, if required, amendment or
termination of the Issue agreement with the BRLM;

to decide the total number of Equity Shares to be reserved for allocation to eligible categories of investors,
if any, and on permitting existing shareholders to sell any Equity Shares held by them;

To negotiate, finalise and settle and to execute and deliver or arrange the delivery of the DRHP, the RHP,
the Prospectus, Issue agreement, syndicate agreement, underwriting agreement, cash escrow and sponsor
bank agreement, ad agency agreement, agreements with the registrar to the issue and all other documents,
deeds, agreements and instruments whatsoever with the registrar to the Issue, legal advisors, auditors, stock
exchange(s), BRLM and any other agencies/intermediaries in connection with the Issue with the power to
authorise one or more officers of the Company to execute all or any of the aforesaid documents or any
amendments thereto as may be required or desirable in relation to the Issue;

To authorise the maintenance of a register of holders of the Equity Shares;

To seek, if required, the consent and/or waiver of the lenders of the Company, customers, suppliers, parties
with whom the Company has entered into various commercial and other agreements, all concerned
government and regulatory authorities in India or outside India, and any other consents and/or waivers that

may be required in relation to the Issue or any actions connected therewith;

To open and operate bank accounts in terms of the escrow agreement and to authorize one or more officers
of the Company to execute all documents/deeds as may be necessary in this regard;

To open and operate bank accounts of the Company in terms of Section 40(3) of the Companies Act, 2013,
as amended, and to authorize one or more officers of the Company to execute all documents/deeds as may
be necessary in this regard;

To authorize and approve incurring of expenditure and payment of fees, commissions, brokerage,
remuneration and reimbursement of expenses in connection with the Issue;

To accept and appropriate the proceeds of the Issue in accordance with the Applicable Laws;

To approve code of conduct as may be considered necessary or as required under Applicable Laws,
regulations or guidelines for the Board, officers of the Company and other employees of the Company;

To implement any corporate governance requirements that may be considered necessary by the Board or the
any other committee or as may be required under the Applicable Laws, including the SEBI Listing

179
16.

17.

18.

19.

20.

21.

22.

23.

24,

25.

26.

27.

Regulations and listing agreements to be entered into by the Company with the relevant stock exchanges, to
the extent allowed under law;

To issue receipts/allotment letters/confirmation of allotment notes either in physical or electronic mode
representing the underlying Equity Shares in the capital of the Company with such features and attributes as
may be required and to provide for the tradability and free transferability thereof as per market practices and
regulations, including listing on one or more stock exchanges, with power to authorize one or more officers
of the Company or the Registrar to the Issue to sign all or any of the aforestated documents;

To authorize and approve notices, advertisements in relation to the Issue, in accordance with the SEBI
ICDR Regulations and other Applicable Laws, in consultation with the relevant intermediaries appointed
for the Issue;

To do all such acts, deeds, matters and things and execute all such other documents, etc., as may be deemed
necessary or desirable for such purpose, including without limitation, to finalise the basis of allocation and
to allot the shares to the successful allottees as permissible in law, issue of allotment letters/confirmation of
allotment notes, share certificates in accordance with the relevant rules, in consultation with the BRLM;

To do all such acts, deeds and things as may be required to dematerialise the Equity Shares and to sign and /
or modify, as the case maybe, agreements and/or such other documents as may be required with the
National Securities Depository Limited, the Central Depository Services (India) Limited, registrar and
transfer agents and such other agencies, authorities or bodies as may be required in this connection and to
authorize one or more officers of the Company to execute all or any of the afore-stated documents;

To make applications for listing of the Equity Shares in one or more stock exchanges for listing of the
Equity Shares and to execute and to deliver or arrange the delivery of necessary documentation to the
concerned stock exchanges in connection with obtaining such listing including without limitation, entering
into listing agreements and affixing the common seal of the Company where necessary;

To settle all questions, difficulties or doubts that may arise in regard to the Issue, including such issues or
allotment, terms of the IPO, utilisation of the IPO proceeds and matters incidental thereto as it may deem
fit;

To submit undertaking/certificates or provide clarifications to the SEBI, the RoC and the relevant stock
exchanges where the Equity Shares are to be listed;

To negotiate, finalize, settle, execute and deliver any and all other documents or instruments and to do or
cause to be done any and all acts or things as the Board any other committee thereof may deem necessary,
appropriate or advisable in order to carry out the purposes and intent of this resolution or in connection with
the Issue and any documents or instruments so executed and delivered or acts and things done or caused to
be done by the Board or any other committee thereof shall be conclusive evidence of their authority in so
doing;

To approve suitable policies on insider trading, whistle-blowing, risk management, and any other policies
as may be required under the SEBI Listing Regulations or any other Applicable Laws;

To approve the list of ‘group companies’ of the Company, identified pursuant to the materiality policy
adopted by the Board, for the purposes of disclosure in the DRHP, RHP and Prospectus;

To withdraw the DRHP or the RHP or to decide to not proceed with the Issue at any stage in accordance
with Applicable Laws and in consultation with the BRLM; and

To delegate any of its powers set out under (a) to (x) hereinabove, as may be deemed necessary and
permissible under Applicable Laws to the officials of the Company.

180
Management Organisation Structure

=a
=

Key Management Personnel and Senior Management Personnel

 

In addition to Arun Axaykumar Kothari, Managing Director and CFO, Megharam Sagramji Choudhary, and
Dhruv Mahendrakumar Patel our whole time Directors whose details are provided in “Brief Profiles of our
Directors” above, the details of our other Key Managerial Personnel and Senior Management as on the date of
this Prospectus are set forth below.

Pavan Kumar Jain, aged 33 years, is our Company Secretary and compliance officer. He has been appointed
as a Company Secretary in our Company and compliance officer since September 14, 2021. He has also been
associated with our Company as manager (finance and accounts) since August 18, 2020. He is a qualified
company secretary and has around three (3) years of experience in finance, accounting and secretarial work. He
is responsible for coordination of meetings of the board and shareholders of our Company and secretarial work.
As a key management and senior management personnel, he received a gross remuneration of % 0.25 million in
the Fiscal Year 2021-22.

Kumar Shishir C Sinha, aged 55 years, has been appointed as president (marketing) of our Company. He has
been associated with our Company since March 01, 2021. He holds a degree of bachelors in arts from Magadh
University. He has over 30 years of experience in the stainless steel pipes and tubes He has previously worked
as a senior vice president in marketing for Prakash Steelage Limited. He received a gross remuneration of 1.11
million in the Fiscal Year 2021-22.

Kunal Bubna, aged 41 years, has been appointed as president (finance and accounts) of our Company. He has
been associated with our Company since July 01, 2021. He is a fellow member of the Institute of Chartered
Accountants of India and the ICSI. He has over fourteen (14) years of experience in accounting and secretarial
work. He received a gross remuneration of % 2.70 million in the Fiscal Year 2021-22.

181
Bharat Kumar Prajapati, aged 42 years, is the production head of our Company. He has been associated with
our Company since September 02, 2020. He has a diploma in mechanical engineering from the Technical
Examination Board, Gujarat. He has over twenty (20) years of experience in pipe industry. He has previously
worked with Tubacex Prakash India Private Limited. He received a gross remuneration of 2 0.91 million during
the Fiscal Year 2021-22.

Om Prakash Mishra, aged 47 years, is the vice-president (operations) of our Company. He has been associated
with our Company since December 13, 2021. He holds a degree of bachelors in engineering from University of
North Bengal. He has over 23 years of experience in manufacturing industry. He has previously worked as a
head (operation) in Apollo Tricoat Tubes Limited. He received a gross remuneration of % 0.76 million during the
Fiscal Year 2021-22.

Note: All the Key Management Personnel and Senior Management are permanent employees of our Company.
Bonus or profit-sharing plan for the Key Management Personnel and Senior Management Personnel
There is no profit-sharing plan for the Key Management Personnel of our Company. Our Company, on a
discretionary basis, makes bonus/incentive payments to the Key Management Personnel at the end of every
Fiscal Year.

Shareholding of Key Management Personnel and Senior Management Personnel

For details of shareholding of the Key Managerial Personnel and Senior Management in our Company as on the
date of filing of this Prospectus, please refer to “Capital Structure — Details of Equity Shares held by our
Directors and Key Managerial Personnel” on page 87.

Service Contracts with Key Management Personnel and Senior Management Personnel

Except statutory benefits upon termination of their employment in our Company or superannuation, no officer
of our Company, including Directors or Key Management Personnel and Senior Management, is entitled to any
benefit upon termination of employment or superannuation.

Interest of Key Management Personnel and Senior Management Personnel

None of our Key Management Personnel and Senior Management have any interest in our Company except to
the extent of their shareholding in our Company, its Group Companies, remuneration from our Company, its
Group Companies, and benefits and reimbursement of expenses incurred by them in the ordinary course of
business.

No loans have been availed from our Company by our Key Management Personnel and Senior Management.

Contingent and deferred compensation payable to Key Management Personnel

There is no contingent or deferred compensation payable to our Key Management Personnel and Senior
Management.

Changes in Key Management Personnel during the last three years

Changes in our Key Management Personnel and Senior Management during the three years immediately
preceding the date of this Prospectus are set forth below:

Name Designation Date of Appointment / Reason
change
Pavan Kumar Jain Company Secretary September 14, 2021 Appointment
Arun Axaykumar Kothari Managing Director and September 14, 2021 Appointment
CFO
Megharam Sagramji Choudhary Whole Time Director September 14, 2021 Appointment
Dhruv Mahendrakumar Patel Whole Time Director September 14, 2021 Appointment
Bharat Kumar Prajapati Production head September 02, 2020 Appointment

182
Name Designation Date of Appointment / Reason

change
Kumar Shishir C Sinha President (marketing) March 01, 2021 Appointment
Kunal Bubna President (finance and July 01, 2021 Appointment
accounts)
Om Prakash Mishra Vice-President December 13, 2021 Appointment
(Operations)

Payment of non-salary related benefits to officers of our Company

No amount or benefit has been paid or given to any officers of our Company within the two years preceding the
date of filing of this Prospectus or is intended to be paid, other than in the ordinary course of their employment.

Arrangements and understanding with major shareholders, customers, suppliers or others

None of our Directors or Key Management Personnel and Senior Management have been appointed or selected
as a Director or a member of senior management pursuant to any arrangement or understanding with our major
shareholders, customers, suppliers or others.

Employee stock option and stock purchase schemes

Our Company does not have any subsistent Employee stock option and stock purchase schemes.

Details of the companies in which the directors of the Company are/were directors, which have been
struck-off or undergoing the process of being struck off by the ROC/MCA.

The details of the companies in which the directors of the Company are/were directors, which have been struck-

off or undergoing the process of being struck off by the ROC/MCA are as under:

de Force Steel Private Jayantiram 60513835 August 5, December Voluntary
Limited Motiram 2015 2, 2015 Strike-Off
Choudhary
2 Spartan Salt and Arun 33341850 November May 18, Voluntary
Storage Private Axaykumar 18, 2014 2015 Strike-Off
Limited Kothari
3. Unimex Holdings Arun 20242947 September March 17, Voluntary
Private Ltd Axaykumar 14, 2014 2015 Strike-Off
Kothari
4. Akshat Free Trade Arun B78303104 June 29, July 1, 2013 Voluntary
and Warehousing Axaykumar 2013 Strike-Off
Zone Private Kothari
Limited
5. Royal Conpro and Jayantiram G41832866 April 25, - Voluntary
Multimetals Private Motiram 2017 Strike-Off
Limited Choudhary (Under
and Process)
Megharam
Sagramji
Choudhary

183
OUR PROMOTER AND PROMOTER GROUP

Our Promoters

The Promoters of our Company are:

she ON

Megharam Sagramji Choudhary
Jayantiram Motiram Choudhary
Dhruv Mahendrakumar Patel
Arun Axaykumar Kothari

None of our Promoters are related to each other.

As on the date of this Prospectus, the Promoters, in aggregate, hold 84,69,759 Equity Shares in our Company,
representing 55.64 % of the issued, subscribed and paid-up Equity Share capital of our Company. For details of
the build-up of our Promoters’ shareholding in our Company, see “Capital Structure — Notes to Capital

Structure” on page 78.

Details of our Promoters

1.

2. Dhruv Mahendrakumar Patel

4.

Megharam Sagramji | Megharam Sagramji Choudhary, aged 39 years, is a citizen of India. He is the
Choudhary Promoter & Whole Time Director of our Company. For details in respect of his

re

his aadhar card number is 741341707226.

 

birth, personal address, educational

184

date of birth, personal address, educational qualifications, experience in the
business or employment, positions and posts held in the pasts, other directorships
and special achievements, see “Our Management” on page 171.

His driving license number is GJ12 20060517073. His PAN is AEVPC8683A and

Dhruv Mahendrakumar Patel, aged 36 years, is a citizen of India. He is the
Promoter & Whole Time Director of our Company. For details in respect of his

date of birth, personal address, educational qualifications, experience in the
business or employment, positions and posts held in the pasts, other directorships
and special achievements, see “Our Management” on page 171.

His driving license number is GJO5 20080108682. His PAN is ALXPP1501F and
his aadhar card number is 671884303307.

Jayantiram Motiram Choudhary  Jayantiram Motiram Choudhary, aged 38 years, is a citizen of India. He is the
Promoter & Non-Executive Director of our Company. For details in respect of his
date of birth, personal address, educational qualifications, experience in the
business or employment, positions and posts held in the pasts, other directorships
and special achievements, see “Our Management” on page 170.

—@ His driving license number is GJ12 20140008926. His PAN is AFUPC4823N and
« ) his aadhar card number is 831138957380.

‘Arun Axaykumar Kothari ‘Arun Axaykumar Kothari, aged 44 years, is a citizen of India, He is the Promoter,
Managing Director & CFO of our Company. For details in respect of his date of
qualifications, experience in the business or employment, positions and posts
held in the pasts, other directorships and special achievements, see “Our
Management” on page 170.

His driving license number is GJ12 20170015388. His PAN is AFAPK5287N and
his aadhar card number is 899237678202.

We confirm that the details of the PAN, bank account number(s) and passport numbers of our Promoters have
been submitted with the Stock Exchanges at the time of filing of the Draft Prospectus.

Business and financial activities of our Promoters
Except as disclosed below, our Promoters are not involved with any other business and financial activities:

Except Megharam Sagramji Choudhary who is engaged in the business of trading of steel products and Dhruv
Mahendrakumar Patel, who is engaged in the business of trading of steel product, construction & infrastructure
development, no other promoters have any other business interest.

Other ventures of our Promoters

Except for the details of the other ventures as mentioned in "Our Promoters and Promoter Group" on page 184
of this Prospectus, our promoters have no other ventures.

Changes in control of our Company

Except Arun Axaykumar Kothari, who was identified as a Promoter on October 21, 2021 by a resolution of the
Board, all other Promoters are the original promoters of our Company and there has been no other change in the
control or management of the Company in the three years immediately preceding the date of this Prospectus.

For details in relation to the shareholding of our Promoter and Promoter Group, and changes in the shareholding
of our Promoters, including in the five years preceding the date of this Prospectus, see “Capital Structure” on
page 78.

Interest of Promoters
Interest of Promoters in the promotion of our Company

Our Promoters are interested in our Company to the extent that they have promoted our Company; to the extent
of their respective shareholdings in our Company, directly or indirectly and the shareholdings of their relatives
in our Company; in any other distributions in respect of the Equity Shares held by them; to the extent of being
Directors on the board of our Company and the remuneration payable by our Company to them. Our Promoters
are also interested to the extent of providing personal guarantees for some of the loans taken by our Company.

Certain of our promoters may be deemed to be interested in the contracts, transactions, agreements or
arrangements entered into or to be entered into by our Company with any company in which they hold
directorships or any partnership firm/proprietorship firm in which they are partners/proprietor as declared in
their respective capacity. For further details, see “Capital Structure”, “History and Certain Corporate Matters”
and “Our Management” on pages 78, 164 and 168, respectively.

No sum has been paid or agreed to be paid to any of our Promoters or to any firm or company in which our
Promoters are interested, in cash or shares or otherwise by any person either to induce them to become, or to
qualify them as directors or promoters 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.

Interest of Promoters in the property of our Company

185
Our Promoters do not have any interest in any property acquired by our Company within three years preceding
the date of this Prospectus or proposed to be acquired by our Company as on the date of this Prospectus or in
any transaction for acquisition of land, construction of buildings and supply of machinery etc.

Interest of Promoters in our Company other than as Promoters

Except as stated in the sections titled “Our Business”, “History and Certain Corporate Matters”, “Our
Management” and “Restated Financial Statements” on pages 139, 164, 168 and 194, respectively, our
Promoters do not have any interest in our Company other than as promoters.

Payment of amounts or benefits to our Promoters or Promoter Group during the last two years

Except as stated in “Restated Financial Statements” and “Our Management” on pages 194 and 168 respectively,
no amount or benefit has been paid by our Company to our Promoters or the members of our Promoter Group or
intended to be given in the two years preceding the date of this Prospectus.

Material guarantees given by our Promoters

There are no material guarantees given by our Promoters to third parties with respect to the Equity Shares of the
Company.

For details of the guarantees given by our Promoters in relation to certain borrowings of our Company as on the
date of this Prospectus, see “History and Certain Corporate Matters” on page 164.

Disassociation by Promoters in the Last Three Years

Name of the Company/Firm Name of the Promoter/Director Date Cessation Reason of Cessation
K. M. Ferrometals Private Megharam Sagramji Choudhary & | February 15,2021 _ Resignation as Director
Limited Jayantiram Motiram Choudhary

Rajeshwar Steel (Gujarat) | Megharam Sagramji Choudhary & | May 25, 2021 Resignation as Director
Private Limited Jayantiram Motiram Choudhary

Promoter Group
(a) Natural Persons
(ij) Mr. Jayantiram M Choudhary

The following natural persons form part of the Promoter Group as relatives of Mr. Jayantiram Motiram

 

Choudhary:

Relationship Name

Father Motiram Choudhary
Mother Leharidevi Choudhary
Spouse Leeladevi Choudhary
Brother(s) Prabhuram Choudhary
Brother(s) Vachanaram Choudhary
Brother(s) Govaram Choudhary
Sister(s) Okhidevi Choudhary
Sister(s) Parudevi Choudhary
Son Nishant Choudhary
Daughter Divyanshi Choudhary
Spouse’s Father Bhuraram Choudhary
Spouse’s Mother Keshidevi Choudhary
Spouse’s Brother(s) Natharam Choudhary
Spouse’s Brother(s) Sanwalaram Choudhary
Spouse’s Brother(s) Rameshkumar Choudhary
Spouse’s Sister(s) Gomtidevi Choudhary
Spouse’s Sister(s) Navidevi Choudhary
Spouse’s Sister(s) ‘Amartidevi Choudhary

186
(ii) Mr. Arun A Kothari

The following natural persons form part of the Promoter Group as relatives of Mr. Arun A Kothari:

Relationship
Father
Mother
Spouse
Sister(s)
Sister(s)
Son(s)
Son(s)

  

Spouse’s Mother
Spouse’s Brother

(iii) Mr. Megharam S Choudhary

Name

Axay Kothari
Pushpa Kothari
Payal Kothari
Jyoti Lahoti
Punita Pungaliya
Akshat Kothari
Atharva Kothari
Vimal Jhanwar
Mangladevi Jhanwar
Vishwajit Jhanwar

The following natural persons form part of the Promoter Group as relatives of Mr. Megharam S

Choudhary:

Relationship
Father

Mother

Spouse
Brother(s)
Brother(s)
Brother(s)
Brother(s)
Brother(s)
Brother(s)

Sister

Son(s)

Son(s)

Daughter
Spouse’s Father
Spouse’s Mother
Spouse’s Brother
Spouse's Sister(s)
Spouse's Sister(s)
Spouse's Sister(s)
Spouse's Sister(s)

 

(iv) Mr. Dhruv M Patel

Name
Late Sagramji Choudhary
Late Rajadevi Choudhary
Rambhadevi Choudhary
Jetharam Choudhary
Ganesharam Choudhary
Ranaram Choudhary
Parkharam Choudhary
Hiraram Choudhary
Tulsaram Choudhary
Lachhidevi Choudhary
Kalpesh Choudhary
Kamlesh Choudhary
Deepika Choudhary
Ranaram Choudhary
Konkudevi Choudhary
Lalaram Choudhary
Parvati Choudhary

Sukhi Choudhary

Hanju Choudhary

Pintu Choudhary

The following natural persons form part of the Promoter Group as relatives of Mr. Dhruv M Patel:

Relationship
Father

Mother

Spouse

Sister

Son

Spouse’s Father
Spouse’s Mother
Spouse’s Brother

Name

Mahendrakumar S Patel
Sudhaben M Patel
Pooja Dhruv Patel

Ekta Deepak Savani
Reyaansh D Patel
Bharat V Patel
Hasumati B Patel
Manoj B Patel

(b) Body corporates, HUFs, or Firm forming part of the Promoter Group

The entities that form part of our Promoter Group are as follows:

187
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. No. Name of the Entity Nature of Entity | Name of the Promoter and names Position held by Promoter
of each of the respective immediate and immediate relatives in
relatives which hold such shares in the Entity

the entity
Jayantiram Motiram Choudhary
1 Kamlesh Tubes & Metals LLP_ | LLP Leeladevi Choudhary (Wife of Mr. Leeladevi Choudhary —
Jayantiram Choudhary) Partner
2 Ganesh Metals Partnership Firm | Ramesh Patel (Brother-in-law of Mr. Ramesh Patel — Partner
Jayantiram Choudhary)
3 Godavari Metal Corporation | Partnership Firm | Amartidevi Choudhary (Sister-in-law | Amartidevi Choudhary —
of Mr. Jayantiram Choudhary) Partner
‘Arun Axaykumar Kothari
4 A P Procon Private Limited Body Corporate Arun Axaykumar Kothari Arun Axaykumar Kothari —
Director
Payal Kothari (Wife of Arun | Payal Kothari — Director
Axaykumar Kothari)
5 ‘Arman Housing Finance Body Corporate| Arun Axaykumar Kothari ‘Arun Axaykumar Kothari —
Private Limited Director
6 Kandla Cargo Handlers Body Corporate Payal Kothari (Wife of Mr. Arun Nil
Private Limited Axaykumar Kothari)
7 Sovox Renewables Pte. Ltd. Body Corporate| Payal Kothari (Wife of Mr. Arun Nil
Axaykumar Kothari)
8 Copperstone Comtrade Private | Body Corporate Jyoti Lahoti (Sister of Mr. Arun Nil
Limited Axaykumar Kothari)
9 Wealthstreet Finserve Private Body Corporate Jyoti Lahoti (Sister of Mr. Arun Nil
Limited Axaykumar Kothari)
10 Silverstone Infraspace Private Body Corporate Jyoti Lahoti (Sister of Mr. Arun. Nil
Limited Axaykumar Kothari)
nT Vaastu Mable & Granite Body Corporate| Purnita Pungaliya (Sister of Mr. Arun | Purnita Pungaliya — Director
Private Limited Axaykumar Kothari)
12 P K Enterprise Proprietorship Payal Kothari (Wife of Mr. Arun Payal Kothari — Proprietor
Axaykumar Kothari)
13 Purnita Trading Co. Proprietorship Purnita Punglia (Sister of Mr. Arun Purnita Punglia — Proprietor
Axaykumar Kothari)
14 ‘Arun Axaykumar Kothari HUF ‘Arun Axaykumar Kothari ‘Arun Axaykumar Kothari -
HUF Karta
15 Rudra Commodities LLP LLP Payal Kothari (Wife of Mr. Arun Payal Kothari — Partner
Axaykumar Kothari)
16 Alps Tradelink LLP LLP Jyoti Lahoti (Sister of Mr. Arun Jyoti Lahoti — Partner
Axaykumar Kothari)
17 Clearsky Tradelink LLP Jyoti Lahoti (Sister of Mr. Arun Jyoti Lahoti — Partner
Axaykumar Kothari)
18 Turba International LLP LLP Jyoti Lahoti (Sister of Mr. Arun Jyoti Lahoti — Partner
Axaykumar Kothari)
19 ‘Ambaji Developers Partnership Firm | Payal Kothari (Wife of Mr. Arun Payal Kothari — Partner
Axaykumar Kothari)
20 Arham Spinners Partnership Firm | Payal Kothari (Wife of Mr. Arun Payal Kothari — Partner
Axaykumar Kothari)
21 Mahesh Oil Industries Partnership Firm | Payal Kothari (Wife of Mr. Arun Payal Kothari — Partner
Axaykumar Kothari)
22 Radiant Pack Partnership Firm | Payal Kothari (Wife of Mr. Arun Payal Kothari — Partner
Axaykumar Kothari)
23 Sanghvi Industries Partnership Firm | Payal Kothari (Wife of Mr. Arun Payal Kothari — Partner

 

 

 

Axaykumar Kothari)

 

 

188

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sr. No. Name of the Entity Nature of Entity | Name of the Promoter and names Position held by Promoter
of each of the respective immediate and immediate relatives in
relatives which hold such shares in the Entity

the entity
24 Varun Industries Partnership Firm | Payal Kothari (Wife of Mr. Arun Payal Kothari — Partner
Axaykumar Kothari)
25 Venus Enterprises Partnership Firm | Payal Kothari (Wife of Mr. Arun Payal Kothari — Partner
Axaykumar Kothari)
26 ‘Acumen Renewable Energy Partnership Firm | Axay Kothari (Father of Mr. Arun ‘Axay Kothari — Partner
Axaykumar Kothari)
27 Vimalkumar Sureshchandra Partnership Firm | Vimalkumar Jhanwar (Father-in-law Vimalkumar Jhanwar —
of Mr. Arun Axaykumar Kothari) Partner
Megharam Sagramji Choudhary
28 ‘Asian Metal Industries-(PAN | Proprietorship Megharam Choudhary Megharam Choudhary -
No AEVPC8683A) Proprietor
29 Venus Dairy Enterprise Proprietorship Megharam Choudhary Megharam Choudhary -
Proprietor
30 ‘Asian Metal Industries (PAN | Proprietorship Tulsaram Choudhary (Brother of Mr._| Tulsaram Choudhary -
No ADXPC8742M) Megharam Choudhary) Proprietor
31 Venus Pipe & Tube Proprietorship Ranaram Choudhary (Brother of Mr. | Ranaram Choudhary -
Megharam Choudhary) Proprietor
32 Metal Industrial Corporation _ | Proprietorship Parkharam Choudhary (Brother of Parkharam Choudhary -
Mr. Megharam Choudhary) Proprietor
33 Dwarka Metal Corporation HUF Ranaram Choudhary (Brother of Mr. | Ranaram Choudhary - Karta
Megharam Choudhary)
34 Kamlesh Tubes & Metals LLP_ | LLP Rambhadevi Choudhary (Wife of Mr. | Rambhadevi Choudhary —
Megharam Choudhary) Partner
35 Syndicate Enterprise LLP LLP Megharam Choudhary Megharam Choudhary —
Partner
36 Sunshine Enterprise Partnership Firm | Megharam Choudhary Megharam Choudhary —
Partner
a7 Ganesh Metal Industries Partnership Firm | Parkharam Choudhary (Brother of Parkharam Choudhary —
Mr. Megharam Choudhary) Partner
38 Venus Metal Corporation Partnership Firm | Parkharam Choudhary (Brother of Parkharam Choudhary —
Mr. Megharam Choudhary) Partner
39 Jai Bajrang Tractor Agency Partnership Firm | Megharam Choudhary Megharam Choudhary —
Partner
Dhruv Mahendrakumar Patel
40 Sovox Renewables Pte. Ltd. Body Corporate | Dhruv Patel Nil
41 Anushri Paper Pack Private Body Corporate Bharat V Patel (Father-in-law of Mr. Bharat V Patel — Director
Limited Dhruv Patel)
42 Flotek Engineering Proprietorship Dhruv Patel Dhruv Patel — Proprietor
43 ‘Ambaji Infra Proprietorship Dhruv Patel Dhruv Patel — Proprietor
44 Mahendrakumar Patel HUF HUF Mahendrakumar Patel (Father of Mr. Mahendrakumar Patel - Karta
Dhruv Patel)
45 Arham Portbizz LLP LLP Dhruv Patel Dhruv Patel — Partner
46 ‘Atham Logistics Partnership Firm | Dhruv Patel Dhruv Patel — Partner
47 Emerald Developers Partnership Firm | Dhruv Patel Dhruv Patel — Partner
48 Nirman Realities Partnership Firm | Dhruv Patel Dhruv Patel — Partner
49 Sunshine Enterprise Partnership Firm | Dhruv Patel Dhruv Patel — Partner
50 ‘Agrim Packers Partnership Firm | Pooja Patel (Wife of Mr. Dhruv Patel) | Pooja Patel — Partner

 

 

 

Hasumati Patel (Mother-in-law of Mr.
Dhruv Patel)

 

 

Hasumati Patel — Partner

 

189

 
 

 

 

 

 

 

 

 

 

Sr. No. Name of the Entity Nature of Entity | Name of the Promoter and names Position held by Promoter
of each of the respective immediate and immediate relatives in
relatives which hold such shares in the Entity

the entity
Bharat Patel (Father-in-law of Mr. Bharat Patel — Partner
Dhruv Patel)
51 DN Star Group INC Partnership Firm | Ekta Savani (Sister of Mr. Dhruv Ekta Savani — Partner
Patel)
52 Mahesh Oil Refinery Partnership Firm | Ekta Savani (Sister of Mr. Dhruv Ekta Savani — Partner
Patel)
Others
oy Sovox Renewables Pvt. Ltd. Body Corporate Sovox Renewables Pte. Ltd. Dhruv Patel — Director
Payal Kothari — Director
54 ‘Ambaji Import Private Limited | Body Corporate | Combination of person holding more | Nil

 

 

than 20% in Venus Pipes & Tubes
Ltd also hold 20% or more in other
entity in combination.

 

 

 

190

 
OUR GROUP COMPANIES

In terms of the SEBI ICDR Regulations, the term “Group Company” includes such companies with which there
were related party transactions as disclosed in the Restated Financial Statements, as covered under the
applicable accounting standards, and also other companies as considered material by our Board. Pursuant to a
resolution dated October 21, 2021, our Board has noted that in accordance with the SEBI ICDR Regulations
and for the purpose of disclosure in this Prospectus, group companies of our Company shall include (i) the
companies with which there were related party transactions as disclosed in the Restated Financial Statements;
or (ii) such other company as deemed material by our Board. For the purposes of (ii) above, in terms of the
materiality policy, a company shall be considered material and disclosed as a group company if it is a member
of the Promoter Group and with which there were transactions in the most recent financial year for which
restated audited financial statements are included in the Issue Documents, which individually or in the
aggregate, exceed 10% of the total restated revenue of the Company for the latest restated annual financial
statements.

As per the policy adopted by our Board for determining group companies, our Board has identified the
following as Group Companies:

Ambaji Infracon Private Limited (Upto 30.09.2021)

KM Ferrometals Private Limited (Upto 15.02.2021)

Sovox Renewables Private Limited

Ambaji Import Private Limited (Upto 30.09.2021)
Sunshine Liquid Storage Private Limited (Upto 30.09.2021)
Rajeshwar Steel Gujarat P Limited (Upto 25.05.2021)

PH ew i

Details of our Group Companies
1. Ambaji Infracon Private Limited

The registered office of Ambaji Infracon Private Limited is situated at Akshat House, Plot No. 220, Sector 1/A,
Gandhidham, Gujarat — 370201.

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
Ambaji Infracon Private Limited 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://ambajiinfracon.in/.

2. KM Ferrometals Private Limited

The registered office of KM Ferrometals Private Limited is situated at Office No. S-4, Plot No. 231, Ward 12/B,
Ratnakala Commercial Co-operative Society Limited, Gandhidham-Kutch, Gujarat -370201.

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
KM Ferrometals Private Limited 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://kmferrometals.in/.

3. Sovox Renewables Private Limited

The registered office of Sovox Renewables Private Limited is situated at Level 4, Augusta Point, DLF Golf
Course Road, Sector 53, Gurgaon, Haryana — 122002 and corporate offices at (i) Punjab ~ Mehandipur
(Katghar), Balachour, Tehsil Nawanshaha, Dist: Shahid Bhagath Singh Nagar, Balachaur, Punjab — 144522; and
(ii) Rajasthan — Dugar, tehsil Shergarh, District Jodhpur, Rajasthan — 342025.

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
Sovox Renewables Private Limited 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://sovox.in/.

191
DIVIDEND POLICY

Our Company has approved a formal dividend policy on October 21, 2021 (“Dividend Policy”). The declaration
and payment of dividends will be recommended by the Board of Directors and approved by the Shareholders, at
their discretion, subject to the provisions of the Articles of Association, the Dividend Policy and other
applicable law, including the Companies Act.

As per the Dividend Policy, the final dividend can be paid once for the financial year after the annual accounts
are prepared. The Board of Directors of our Company has the power to recommend the payment of final
dividend to the shareholders for their approval at the general meeting of our Company. The interim dividend
can be declared by the Board of Directors one or more times in a financial year as may be deemed fit by it. The
Board of Directors shall have the absolute power to declare interim dividend during the financial year, in line
with the Policy and subject to the provisions of the Companies Act, 2013, the rules thereunder and any other
applicable regulations or stipulations, as the case may be. While recommending any payment of dividend by our
Company, the Board shall consider, amongst other things, financial parameters such as profits for the current
year, future outlook for our Company, working capital needs, operating cash flow, dividend pay-out ratio,
investment plans and related cash utilisation and any other relevant factors that the Board may deem fit.

The quantum of dividend, if any, and our ability to pay dividend will depend on a number of factors, including,
but not limited to, our Company’s profits, capital requirements, financial commitments and financial
requirements including business expansion plans, applicable legal restrictions and other factors considered
relevant by our Board. Our Company may also, from time to time, pay interim dividends. We may retain all our
future earnings, if any, for use in the operations and expansion of our business. Our Company has not declared
any dividend on the Equity Shares of our Company in Fiscal 2019, Fiscal 2020 and Fiscal 2021 and until the
date of this Prospectus. However, this is not necessarily indicative of any dividend declaration or the quantum of
our Company’s dividend, in the future. Please see, “Risk Factors — Our ability to pay dividends in the future
may depend upon our future revenues, profits, financial condition, cash flows, working capital requirements,
capital expenditures and restrictive covenants in our financing arrangements” on page 44.

193
4. Ambaji Import Private Limited

The registered office of Ambaji Import Private Limited is situated Akshat House, Plot No. 220, Sector 1/A,
Gandhidham, Gujarat — 370201 & Corporate Office at Office No. 107, Varunisha Crossway Building, Plot No.
589, Ward No. 12/C, Gandhidham, Kutch, Gujarat — 370201.

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
Ambaji Import Private Limited 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://ambajiimport.in/.

5. Sunshine Liquid Storage Private Limited

The registered office of Sunshine Liquid Storage Private Limited is situated at 403, Matharu Arcade, Subhash
Road Near Gaeware House, Vile Parle (East) Mumbai, Maharashtra - 400057 and corporate office at 701,
Aakash — 3, Kolekalyan Village, Yashwant Nagar Vakola, Santacruz (East), Mumbai, Maharashtra — 400055.

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
Sunshine Liquid Storage Private Limited 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://sunshineliquid.in/.

6. Rajeshwar Steel Gujarat Private Limited

The registered office of Rajeshwar Steel Gujarat P Ltd is situated at Plot No. 14, Ward 10/A, Gandhidham-
Kutch, Gujarat — 370201.

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
Rajeshwar Steel Gujarat Private Limited 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://rajeshwarsteel.in/.

7. Interest of Group Companies in our Company

(a) In the promotion or business interests of our Company
Our Group Companies do not have any interest in the promotion or business interests of our Company.

(b) In the properties acquired by our Company or proposed to be acquired by our Company in the
preceding three years before filing this Prospectus
Our Group Companies do not have any interest in any property acquired by our Company or proposed
to be acquired by the Company in the preceding three years before filing of this Prospectus.

(©) In transactions for acquisition of land, construction of building and supply of machinery
Our Group Companies are not interested in any transactions for the acquisition of land, construction of
building or supply of machinery.

8. Common Pursuits between our Group Companies and our Company

Our Group Companies are not in the same line of business as our Company and there are no common
pursuits between our Group Companies and our Company.

9. Related Business Transactions with the Group Companies and significance on the financial
performance of our Company

Other than the transactions disclosed in the section “Restated Financial Statements” on page 194, there are
no other related business transactions with the Group Companies and our Company.

10. Litigation

Our Group Companies are not a party to any pending litigation which will have a material impact on our
Company.

192
SECTION V —- FINANCIAL INFORMATION

RESTATED FINANCIAL STATEMENTS

[Remainder of this page has intentionally been left blank]

194
INDEPENDENT AUDITOR’S EXAMINATION REPORT ON RESTATED FINANCIAL
INFORMATION IN CONNECTION WITH THE PROPOSED INITIAL PUBLIC ISSUE OF VENUS
PIPES & TUBES LIMITED (FORMERLY KNOWN AS VENUS PIPES & TUBES PRIVATE
LIMITED)

The Board of Directors,

Venus Pipes & Tubes Limited,

(Formerly known as Venus Pipes & Tubes Private Limited)
Survey No. 233/2,234/1

Village-Dhaneti,

Bhuj-Bhachau Highway,

Kutch-370020

Gujarat

Dear Sirs,

yy

We have examined, the attached Restated Financial Information, expressed in INR Millions of Venus
Pipes & Tubes Limited (formerly Venus Pipes & Tubes Private Limited) (the “Company” or the
“TIssuer’”) comprising the Restated Balance Sheet as at December 31, 2021, March 31, 2021, March 31,
2020, and March 31, 2019, the Restated Statement of Profit and Loss (including other comprehensive
income), the Restated Statement of Changes in Equity, the Restated Cash Flow Statement for the nine
months period ended December 31, 2021 and for the years ended March 31, 2021, March 31, 2020 and
March 31, 2019, a summary of Significant Accounting policies, and other explanatory information
(Collectively referred to as, the “Restated Financial Information’), prepared by the Management of the
Company and as approved by the Board of Directors of the Company at their meeting held on March 21,
2022 for the purpose of inclusion in the Red Herring Prospectus / Prospectus (hereinafter to be referred
as “Offer Documents”) prepared by the Company in connection with its proposed Initial Public Offer of
equity shares (“IPO”) prepared in terms of the requirements of:

(a) Section 26 of Part I of Chapter III of the Companies Act, 2013 as amended and any rules issued
thereunder (the “Act”);

(b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended ("ICDR Regulations"); and

(c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (“ICAI”), as amended from time to time (the “Guidance Note”).

Management’s Responsibility for the Restated Financial Information

2)

The Company’s Board of Directors is responsible for the preparation of the Restated Financial
Information for the purpose of inclusion in the Offer Documents to be filed with Securities and Exchange

195
Board of India (“SEBI”), the stock exchanges where the equity shares of the Company are proposed to
be listed i.e. BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE”, and together
with BSE the “Stock Exchanges”) and the Registrar of Companies, Gujarat, at Ahmedabad (“RoC”), in
connection with the proposed IPO. The Restated Financial Information has been prepared by the
management of the Company on the basis of preparation stated in note 1.1 of Annexure V to the Restated
Financial Information.

The Board of Directors of the Company responsibility includes designing, implementing and maintaining
adequate internal control relevant to the preparation and presentation of the Restated Financial
Information. Board of Directors of the Company are also responsible for identifying and ensuring that
complies with the Act, the ICDR Regulations and the Guidance Note.

Auditor’s Responsibilities

3)

4)

We have examined such Restated Financial Information taking into consideration:

(a) The terms of reference and terms of our engagement agreed upon with you in accordance with our
engagement letter dated 03 January, 2022 in connection with the proposed IPO of equity shares of
the Company;

(b) The Guidance Note also requires that we comply with the ethical requirements of the Code of
Ethics issued by the ICAI;

(c) Concepts of test checks and materiality to obtain reasonable assurance based on verification of
evidence supporting the Restated Financial Information; and

(d) The requirements of Section 26 of the Act and the ICDR Regulations.

Our work was performed solely to assist you in meeting your responsibilities in relation to your
compliance with the Act, the ICDR Regulations and the Guidance Note in connection with the proposed
IPO of equity shares of the Company.

The Restated Financial Information have been compiled by the Company’s management from:

(a) Audited special purpose interim financial statements of the Company as at and for the nine months’
period ended December 31, 2021 prepared in accordance with Indian Accounting Standard (“Ind
AS”) 34 “Interim Financial Reporting”, specified under Section 133 of the Act and other accounting
principles accepted in India (“Special Purpose Ind AS Financial Statements”), which have been
approved by the Board of Directors at their meeting held on March 21, 2022; and

o

Audited financial statements of the Company as at and for years ended March 31, 2021, prepared
in accordance with 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 30,
2021.

(c) Re-Audited Special purpose financial statements of the Company as at and for years ended March
31, 2020 and March 31, 2019 prepared in accordance with 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 November 22, 2021.

196
5)

6)

We have re-audited the special purpose financial information of the Company for the year ended March
31, 2020 & March 31, 2019 prepared by the Company in accordance with the Indian Accounting
Standard (“Ind AS”) for the limited purpose of complying with the requirement of getting its financial
statements audited and certified by an audit firm holding a valid peer review certificate issued by the
“Peer Review Board” of the ICAI as required by ICDR Regulations in relation to proposed IPO. We
have issued our report dated November 22, 2021 on this special purpose financial information to the
Board of Directors who have approved these Special Purpose financial information in their meeting
held on November 22, 2021.

For the purpose of our examination, we have relied on:
(a) Auditors’ Report issued by us dated March 21, 2022 on the Special Purpose Interim Financial
Statements of the Company as at and for the Nine months’ period ended December 31, 2021 as

referred in Para 4(a) above;

o

Auditors’ reports issued by us dated August 30, 2021 on the audited financial statements as at and
for the year ended March 31, 2021 as referred in Paragraph 4 (b) above

(c) Auditors’ reports issued by us dated November 22, 2021 on the re-audited financial statements as at
and for the year ended March 31, 2020 and March 31, 2019 as referred in Paragraph 4 (c) above;

(d) The auditor’s report on the Audited Financial Statements as at and year ended March 31, 2021
includes the following Emphasis of Matter paragraph:

“We draw attention to Note 33.6 to the accompanying financial statements, which describe
management's assessment of uncertainty relating to the effects of the COVID-19 pandemic on the

Company’s operations and other related matters.”

Our Opinion is not modified in respect of this matter.

Opinion

7)

8)

Based on our examination and according to the information and explanations given to us, we report that
the Restated Financial Information:

I. have been prepared after incorporating adjustments for the change in accounting policies,
material errors and regrouping / reclassifications retrospectively in the financial years ended
March 31, 2021, March 31, 2020 and March 31, 2019 to reflect the same accounting treatment
as per the accounting policies and grouping / classifications followed as at and for the nine
months period ended December 31, 2021.;

II. does not contain any qualifications requiring adjustments.

Ill. have been prepared in accordance with the Act, the ICDR Regulations and the Guidance Note.

The Restated Financial Information do not reflect the effects of events that occurred subsequent to the
respective dates of the reports on the audited financial statements mentioned in paragraph 4 above.

197
9) This report should not in any way be construed as a reissuance or re-dating of any of the previous audit
reports issued by us, nor should this report be construed as a new opinion on any of the financial
statements referred to herein.

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

11) Our report is intended solely for use of the Board of Directors for inclusion in the Offer Documents to
be filed with SEBI, Stock exchanges and RoC 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 Maheshwari & Co.
Chartered Accountants
FRN: 105834W

Ramesh Totla

Partner

Membership No.416169
UDIN: 22416169AGJFRP7660

Place: Surat
Date: March 21, 2022

198
‘VENUS PIPES & TUBES LIMITED

(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)
CIN NO U74140GJ2015PLC082306

Restated Financial Information

Sr No Particulars

Annexure Number

 

Restated Statement of Assets and Liabilities

Annexure - I

 

Restated Statement of Profit and Loss

Annexure - IT

 

Restated Statement of Cash Flows
Restated Statement of Changes in Equity

Annexure - IIT
Annexure - IV

 

Notes to Restated Financial Information

Annexure - V

 

Notes on adjustments and regroupings to audited financials statements

Annexure - VI

 

 

Capitalization Statement
Restatement of Accounting Ratios

alrjafa]afwlr|e

 

 

Annexure - VII
Annexure - VIIT

 

199

 
VENUS PIPES & TUBES LIMITED
(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)
CIN NO. U74140GJ2015PLC082306
ANNEXURE - I
RESTATED STATEMENT OF ASSETS & LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in Million)
Particulars Note No As at Asat Asat Asat
December 31, 2021 March 31, 2021 March 31,2020 March 31, 2019
T ASSETS
1 Non-current assets
(a) Property, Plant and Equipment & Intangible Assets
(i) Property, Plant and Equipment 2 212.08 195.26 122.14 97.69
(ii) Intangible Assets 2 1.12 0.70 0.62 -
(iii) Capital Work in Progress 2 46.79 - 32.05 -
(b) Financial Assets
(i) Other Non Current Financial Assets 3 16.39 13.18 20.46 2.55
276.38 209.14 175.27 100.24
2 Current assets
(2) Inventories 4 861.02 441.80 442.76 361.67
(b) Financial assets
(i) Trade Receivables 5 742.13 450.69 307.46 216.29
(ii) Cash and Cash Equivalents 6 0.39 0.69 3.50 2.84
(ii) Bank balances other than (ii) above 7 72.85 43.86 50.04 15.19
(iv) Other Current Financial Assets 8 742 25.57 0.12 10.88
(0) Other Current Assets 9 502.87 203.64 92.76 84.12
2,186.38, 1166.25 896.64 690.99
‘Total Assets 2,462.76 1375.39 TO7191 791.23
I. EQUITY AND LIABILITIES
Equity
(a) Equity Share Capital 10 152.22 87.33 87.33 87.33
(b) Other Equity 1,052.60 311.99 75.43 34.41
1,204.82 399.31 162.76 121.74
(a) Financial liabilities
(i Borrowings 2 163.16 184.89 185.85, 144.01
(ii) Lease Liabilities 13 2.55 3.17 3.90 -
(b) Provisions 14 2.85 247 1.60 071
(0) Deferred Tax Liabilities (Net) 15 6.61 4.29 9.27 1.64
175.17 194.50 200.62 146.36
2 Current liabilities
(a) Financial liabilities
(i Borrowings 16 336.90 190.13 240.26 150.18
(ii) Lease Liabilities 13 0.81 0.74 0.65 -
(iii) Trade payables
~ Total outstanding dues to Micro Enterprise & 7 ane . . .
‘Small Enterprise
- Total outstanding dues of Creditors other than 7 SiR 9429 a0 S056
Micro Enterprise & Small Enterprise
(iv) Other Financial Liabilities 18 0.57 1.36 0.32 0.52
(b) Provisions 14 0.07 0.04 0.02 0.01
(©) Current-Tax Liabilities (Net) 19 155.30 102.75 23.76 18.87
(4) Other current liabilities 20 65.18 62.34 30.52 28.99
1,082.77 781.57 708.53 523.13
Total Equity and Liabilities 2,462.76 1375.39 TO7191 79123
Significant Accounting Policies 1
Notes forming part of the financial statements 210 35
As per our report of even date
For Maheshwari & Co For and on behalf of the Board of Directors of
Chartered Accountants ‘Venus Pipes & Tubes Limited
Firm Reg. No.: 105834W
Ramesh Totla Mr. Megharam S Choudhary Mr. Dhruv M Patel
Partner Director Director
Membership No. : 416169 Din: 02617107 Din: 07098080
Place: Surat
Date: 21.03.2022
Mr. Arun Kothari Mr. Pavan Jain
(MD & CFO) (Company Secretary)
Din: 00926613 Membership No: A66752
Place: Gandhidham Place: Gandhidham
Date: 21.03.2022 Date: 21.03.2022

200
VENUS PIPES & TUBES LIMITED

CIN NO. U74140GJ2015PLC082306
ANNEXURE - II

(Eormerly known as VENUS PIPES & TUBES PRIVATE LIMITED)

RESTATED STATEMENT OF PROFIT AND LOSS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in Million)
Riven Note potad coed For Year ended For Year ended For Year ended
No. Meeaier sii 2021 March 31, 2021 March 31, 2020 March 31, 2019
1 Revenue from operations a 2,767.69 3,093.31 1,778.08 41,187.52
2 Other Income 2 15.11 27.00 15.14 17.54
3° Total Income (1+2) 2,782.80 3,120.31 1793.22 1,205.06
4 Expenses
(a) Cost of materials consumed 23(a) 2,574.70 2,107.38 1,587.91 1,053.57
(b) Purchase of Stock in Trade 64.55 524.67 66.10 -
(©) Changes in inventories of finished 5 E i
a ik i oes 23(b) (367.38) 17.27) (84.15) 87.26)
(d) Employee benefits expense 4 42.17 32.00 26.69 2534
(@) Finance Cost 25 42.61 55.61 45.54 31.09
(f) Depreciation and amortization expense 20) 10.58 9.65 21.10 19.93
(g) Other expenses 26 98.53 98.76 65.17 62.94
Total expenses 2,465.76 2,810.80 1728.35 1155.61
5 Profit \ (Loss) before exceptional items and tax (3-4) 317.04 309.51 64.86, 49.46
6 Exceptional items - - - -
7 Profit \ (Loss) before tax (5-6) 317.04 309.51 64.86, 49.46
8 Tax expense:
(a) Current tax expense 31 78.81 78.25 15.30 12.92
(b) Deferred tax 31 2.28 (6.46) 7m (0.96)
(0) Earlier Year Tax Adjustments 31 - 1.39 0.57 -
9 Profit \ (Loss) for the period (7-8) 235.95 236.32 41.28 37.50
10 Other comprehensive income
(i) Items that will not be reclassified to Profit / (Loss)
- Actuarial Gain / (Loss) on defined benefit Plan 0.16 0.31 (0.34) -
- Deferred Tax on above (0.04) (0.08) 0.09 -
11 Total Comprehensive income for the period (9+10) 236.07 236.56 02 37.50
12. Earnings per share (Face Value of * 10/- each): 27
Before Bonus Issue
(@) Basic (in), 15.50 27.06 473 429
(b) Diluted (in 2) 15.50 27.06 473 429
Post Bonus Issue 271
(a) Basic (in) 15.50 18.04 345 2.86
(b) Diluted (in 2) 15.50 18.04 35 2.86
Significant Accounting Policies 1
Notes forming part of the financial statements 210 35,

 

‘As per our report of even date

For Maheshwari & Co
Chartered Accountants
Firm Reg. No.: 105834W_

Ramesh Totla
Partner

Membership No. : 416169
Place: Surat

Date: 21.03.2022

For and on behalf of the Board of Directors of
‘Venus Pipes & Tubes Limited

Mr. Megharam S Choudhary
Director
Din: 02617107

Mr. Arun Kothari
(MD & CFO)

Din: 00926613
Place: Gandhidham
Date: 21.03.2022

201

Mr. Dhruv M Patel
Director
Din: 07098080

Mr. Pavan Jain
(Company Secretary)
Membership No: AG6752
Place: Gandhidham
Date: 21.03.2022

 
 

VENUS PIPES & TUBES LIMITED
(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)
CIN NO. U74140GJ2015PLC082306

ANNEXURE - III
RESTATED STATEMENT OF CASH FLOWS

 

 

  
   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in Million)
Particulars ‘April'21 to December'21 2020 - 2021 2019 - 2020 2018 - 2019
A |CASH FLOW FROM OPERATING ACTIVITIES
Net Profit/(Loss) before tax & exceptional items 317.04 309.51 64.86 49.46
~ Depreciation 10.58 9.65 21.10 19.93
- Provision for doubtful debts(ECL)/advances (7.49) 4.92 (8.20) (6.60)
~ Interest Expense 30.10 49,08 B77 23.13
~ Interest Income @s (12.48) 8.40) (20.30)}
Changes in Working Capital:-
Adjustment for (Increase) / Decrease in Operating Assets
- Trade Receivables (283.95) (148.16)| (62.98) (158.44)
= Inventory (419.22) 0.96 (81.08) (180.41)
- Other Non Current Financial Assets (0.48) (027) 0.01 -
~ Other Current Financial Assets (0.08) (25.46) 10.77 (27.87)
- Other Current Assets (299.23) (110.47) 6.53) :
Adjustment for Increase / (Decrease) in Operating Liabilities
- Non Current Liabilities 0.83 0.98 0.55 :
- Other Current & Non-Current Financial Liabilities (0.54) (0.65) 0.25 :
- Trade Payables 99.72 11.22 88.44 208.37
- Other Current Liabilities 2.86 31.84 154 29.06
JCash generated from Operations (653.41)| 120.57 35.10 (53.67)
Direct taxes paid (26.22) (7.30) 0.98) (02.92)
(Cash flow before extraordinary items (679.63)| 713.26 12 (66.58)
Prior Period Adjustments (Other than Taxation) : : : :
INet cash from Operating Activities @ (679.63)| 113.26 212 (66.58)
B |CASH FLOW FROM INVESTING ACTIVITIES
Issue of Equity Shares 569.43 - : -
Purchase of Fixed Assets and CWIP (75.17) (50.39) (74.24) (20.88)
Withdrawal / (Investment) in Fixed Deposits (13.20) 13.74 62.77) 8.29)
Interest Received 3.55 12.48 3.40 10.30
[Net Cash used in Investing Activities @) 484.61 (24.17) (123.61)| (3.87)
C |CASH FLOW FROM FINANCING ACTIVITIES
Proceeds / (Repayment) from / (of) Borrowings (Net) 125.04 (51.09) 131.93 100.29
Interest Paid (30.32) (40.81) (31.79) (23.13)
INet cash used Financing Activities © 94.72 (01.90) 100.15 7716
Net increase in cash and cash equivalents (A+B+C) (0.30) (2.82) 0.66 8.30)
]Cash and cash equivalents at the beginning of the period 0.69 3.50 2.84 6.14
[Cash and cash equivalents at the end of the period. 0.39 0.69 3.50 2.84
[Components of Cash & Cash Equivalents
JCash on Hand 0.39 0.61 3.39 278
Balances with banks:
a) In current account - 0.07 0.12 0.07
|Total Gash and Bank Equivalents (As per Note 6) 0.39 0.69 3.50 2.84

 

 

 

 

Note : The above Cash Flow Statement has been prepared under the indirect method set out in IND AS - 07 "Statement of Cash Flow" issued by the Central Government under Indian Accounting

Standards (Ind AS) notified under section 133 of the Companies Act, 2013 (Companies Indian Accounting Standard Rules, 2015)

 

Significant Accounting Policies and Notes on Financial Statements
Notes forming part of the financial statements

210.35

 

 

‘The Notes referred to above form an Integral part ofthis statement
As per our attached report of even date

For Maheshwari & Co
Chartered Accountants
Firm Reg. No.: 105834W

 

Ramesh Totla
Partner

Membership No. : 416169
Place: Surat

Date: 21.03.2022

202

For and on behalf of the Board of Directors of

‘Venus Pipes & Tubes Limited

Mr. Megharam S Choudhary
Director
Din: 02617107

Mr. Arun Kothari
(MD & CFO)

Din: 00926613
Place: Gandhidham
Date: 21.03.2022

Mr. Dhruv M Patel

Director
Din: 07098080

Mr. Pavan Jain

(Company Secretary)
‘Membership No: AG6752

Place: Gandhidham
Date: 21.03.2022
VENUS PIPES & TUBES LIMITED
(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)
CIN NO. U74140GJ2015PLC082306

ANNEXURE - IV

RESTATED STATEMENT OF CHANGE IN EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(@ in Million)
Particulars Share capital | Retained Earning | _S¢cUvity Total Equity
Premium

As at April 1, 2018 87.33} 22.72 - 110.05
Ind As Transition Adjustments | (25.81) 3 (25.81)
Net Profit/ (Loss) for FY 18-19 - 37.50 + 37.50
‘Actuarial gain/(loss) in respect of defined benefit plan 5 E 4 =
|As at March 31,2019 87.33} 34.41 - 121.74
Net Profit/ (Loss) for FY 19-20 - 41.28] - 41.28
‘Actuarial gain/(loss) in respect of defined benefit plan | (0.25)| = (0.25)
|As at March 31,2020 87.33 75.43 _ 162.76
Net Profit/ (Loss) for FY 20-21 + 236.32 - 236.32
‘Actuarial gain/(loss) in respect of defined benefit plan | 0.23 - 0.23
|As at March 31, 2021 87.33} 311.99 _ 399.31
Net Profit/ (Loss) for the period Apr'21 to Dec'21 - 235.95 - 235.95
Bonus Shares Issued during the period 73.66] (43.66) : |
Equity Shares Issued during the period 21.23| -| 548.20 569.43
‘Actuarial gain/(loss) in respect of defined benefit plan | 0.12 0.12
|As at December 31, 2021 152.22 504.40 548.20 1,204.82

 

See accompanying notes forming part of the financial statements

For Maheshwari & Co
Chartered Accountants
Firm Reg. No.: 105834W

Ramesh Totla

Partner

Membership No. : 416169
Place: Surat

Date: 21.03.2022

For and on behalf of the Board of Directors of

Venus Pipes & Tubes Limited

Mr. Megharam S Choudhary
Director
Din: 02617107

Mr. Arun Kothari
(MD & CFO)

Din: 00926613
Place: Gandhidham
Date: 21.03.2022

203

Mr. Dhruv M Patel
Director
Din: 07098080

Mr. Pavan Jain
(Company Secretary)
Membership No: A66752
Place: Gandhidham
Date: 21.03.2022

 
‘VENUS PIPES & TUBES LIMITED
(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)
Annexure - V Notes to the Restated Financial Statements

BACKGROUND AND OPERATIONS

Venus Pipes & Tubes Limited (Formerly known as Venus Pipes & Tubes Private Limited) (“the Company”) having its registered office at Survey
No 233/2 & 234/1 Dhaneti , Bhuj, Kutch, Gujarat 370020 was incorporated on 17th February'2015 and subsequently on 16th September'2021 the
company converted into Public Ltd company vide current Company Registration No. U74140GJ2015PLC082306 .

‘The company is engaged in activities of manufacturing of all kinds of stainless steel pipes & tubes and to deal in all the kinds of steel, pipes &
tubes.

1 SIGNIFICANT ACCOUNTING POLICIES:

1.1 Basis of preparation

(i) Statement of Compliance and basis of preparation

The Restated Statement of Assets and Liabilities of the Company as at 31st December 2021, 31 March 2021, 2020 and 2019 and the
Restated Statement of Profit and Loss, the Restated Statement of Changes in Equity and the Restated Statement of Cash Flows for the nine
months period ended 31st December 2021 & for the year ended 31 March 2021, 2020, and 2019, and other explanatory information are
together referred as "Restated Financial Information".

These "Restated Financial Information" are approved for issue by the Board of Directors on March 21, 2022.

The Restated Financial Information has been compiled by the Company for the nine months period ended 31st December 2021 in
accordance with Indian Accounting Standards 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”) & for the year ended 31 March 2021 from the Audited Financial Statements of the Company prepared in accordance with Indian
Accounting Standards 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 for the years
ended 31 March 2020 and 31 March 2019 have been compiled based on Re-Audited Financial Statement as required by the ICDR regulation
prepared in accordance with the Indian Accounting Standards notified under Section 133 of the Companies Act 2013, as amended and other
accounting principles generally accepted in India (referred to as “Ind AS”) .

These Restated Financial Information have been prepared by the Management of the Company for the purpose of inclusion in the Red
Herring Prospectus (‘RHP’) to be filed by the Company 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”) of its equity shares.

The Restated 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 Part I of Chapter III of the Companies Act, 2013 (the “Act");

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended from time to
time; and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India
(“ICAI”), (the “Guidance Note”).

The Company has decided to voluntarily adopt Ind AS for the financial year ended 31 March 2021 and prepared its first financial statements
in accordance with Indian Accounting Standards (Ind AS) for the year ended 31 March 2021 with the transition date as 1 April 2019.
Further, the Company has prepared Ind AS financial statements for the year ended 31 March 2019 (“financial information”). This financial
information have been prepared by making Ind AS adjustments to the audited Previous GAAP financial statements as at and for the year
ended 31 March 2019. An explanation of how the transition from Previous GAAP to Ind AS has affected the Company’s Restated Financial
Information is set out in Note 34 of Annexure - V.

The Restated Financial Information have been extracted by the Management from the Audited Financial Statements and :

a) there were no audit qualifications on these financial statements;

b) there were no changes in accounting policies during the period/years of these financial statements;

c) material amounts relating to adjustments for previous years in arriving at profit/loss of the period/years to which they relate, have been
appropriately adjusted;

d) adjustments have been made for reclassification of the corresponding items of income, expenses, assets and liabilities, in order to bring
them in line with the groupings as per the audited financial statements of the Company as at and for the year ended 31 March 2021 prepared
under Ind AS and the requirements of the SEBI Regulation; and

e) the resultant tax impact, if any, on above adjustments has been appropriately adjusted in deferred taxes in the respective years to which
they relate.

204
12

1.3

1.4

1.5

1.6

(ii) Historical cost convention

The Restated Financial Information have been prepared in accordance with the historical cost basis, except as disclosed in the accounting
policies below, and are drawn up in accordance with the provisions of the Companies Act, 2013 and Ind AS notified under Section 133 of
the Act [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act, to the extent applicable.

Use of estimates

The preparation of the financial statements in conformity with Ind AS requires the Management to make estimates and assumptions
considered in the reported amounts of assets and liabilities (including contingent liabilities) and the reported income and expenses during the
year. The Management believes that the estimates used in preparation of the financial statements are prudent and reasonable. Future results
could differ due to these estimates and the differences between the actual results and the estimates are recognized in the periods in which the
results are known / materialize.

Cash and cash equivalents (for purpose of Cash Flow Statement)
Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three

months or less from the date of acquisition) and highly liquid investments that are readily convertible into known amounts of cash and
which are subject to insignificant risk of changes in value.

Cash flow statement
Cash flows are reported using indirect method, whereby Profit before tax reported under statement of profit/ (loss) is adjusted for the effects

of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating,
investing and financing activities of the Company are segregated based on available information.

Property, plant and equipment

All the items of property, plant and equipment are stated at historical cost net off cenvat credit less depreciation. 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 recognized as a separate asset, as appropriate, only when it is probable that
future economic benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The carrying
amount of any component accounted for as a separate asset is derecognized when replaced. All other repairs and maintenance are charged to
profit or loss during the reporting period in which they are incurred.

Depreciation is recognized so as to write off the cost of assets (other than freehold land and properties under construction) less their residual
values over their useful lives, using the straight-line method. The estimated useful life is taken in accordance with Schedule II to the
Companies Act, 2013. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period,
with the effect of any changes in estimate accounted for on a prospective basis.

An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are expected to arise from the
continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as
the difference between the sales proceeds and the carrying amount of the asset and is recognized in profit or loss.

Intangible assets
Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated
impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and
amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a
prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment
losses.

 

Intangible assets acquired in business combinations are stated at fair value as determined by the management of the Company on the basis of
valuation by expert valuers, less accumulated amortization. The estimated useful life of the intangible assets and the amortization period are
reviewed at the end of each financial year and the amortization period is revised to reflect the changed pattern, if any.

205
1.7

18

1.9

Amortization of Intangible Assets

Intangible assets with finite useful lives that are acquired separately are carried at cost less accumulated amortization and accumulated
impairment losses. Amortization is recognized on a straight-line basis over their estimated useful lives. The estimated useful life and
amortization method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a
prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment
losses.

An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses
arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of
the asset, are recognized in profit or loss when the asset is derecognized.

 

Intangible assets are amortized over their estimated useful life on straight line method as follows:
a. Computer Software 5 Years
Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Company reviews the carrying amounts of its tangible and intangible assets to determine whether
there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is
estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an
individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable
and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they
are allocated to the smallest Company of cash-generating units for which a reasonable and consistent allocation basis can be identified.

 

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and
whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs of disposal 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.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the
asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognized immediately in profit or loss.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-generating unit) is increased to the revised
estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been
determined had no impairment loss been recognized for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is
recognized immediately in profit or loss.

Inventories

Inventories of finished goods, raw materials and work in progress are carried at lower of cost and net realizable value. Fuel and stores &
spare parts are carried at cost after providing for obsolescence and other losses. Cost for raw materials, fuel , stores & spare parts are
ascertained on weighted average basis. Cost of Inventories comprises of cost of purchase, cost of conversion and other cost including
manufacturing overheads incurred in bringing to their respective present location and condition. Scrap Inventory is valued at NRV.Net
Realizable Value is the estimated selling price in the ordinary course of business less the estimated cost of completion and estimated cost
necessary to make the sale.

Revenue Recognition

Revenue is recognized based on the nature of activity, when consideration can be reasonably measured and there exists reasonable certainty
of its recoverability.

Revenue from sale of goods is recognized when substantial risk and rewards of ownership are transferred to the buyer under the terms of the
contract.

Sales value is net of discount but does not include other recoveries such as handling charges, transport, octroi, etc.

Revenue from service contracts are recognized when service are rendered and related costs are incurred.

206
1.10

Lil

1.12

Other Income

Interest income from a financial asset is recognized when it is probable that the economic benefits will flow to the Company and the amount
of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective
interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset
to that asset's net carrying amount on initial recognition.

Foreign Currency Transactions

The functional currency for the Company is determined as the currency of the primary economic environment in which it operates. For the
Company, the functional currency is the local currency of the country in which it operates, which is INR.

a) In preparing the financial statements the Company, transactions in currencies other than the entity’s functional currency (foreign
currencies) are recognized at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary
items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are
denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary
items that are measured in terms of historical cost in a foreign currency are not retranslated.

 

b) The exchange differences arising on settlement / restatement of long-term foreign currency monetary items are taken into Statement of
Profit and Loss.

Employees Benefits

Payments to defined contribution retirement benefit plans are recognized as an expense when employees have rendered service entitling
them to the contributions:

For defined benefit retirement benefit plans, the cost of providing benefits is determined using the projected unit credit method, with
actuarial valuations being carried out at the end of each annual reporting period. Remeasurement, comprising actuarial gains and losses, the
effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest), is reflected immediately in the
balance sheet with a charge or credit recognized in other comprehensive income in the period in which they occur. Remeasurement
recognized in other comprehensive income is reflected immediately in retained earnings and is not reclassified to profit or loss. Past service
cost is recognized in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the
beginning of the period to the net defined benefit liability or asset. Defined benefit costs are categorized as follows:

service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);

 

b. net interest expense or income; and
c remeasurement

The Company presents the first two components of defined benefit costs in profit or loss in the line item ‘Employee benefits expense’.
Curtailment gains and losses are accounted for as past service costs.

The retirement benefit obligation recognized in the balance sheet represents the actual deficit or surplus in the Company’s defined benefit

plans. Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds
from the plans or reductions in future contributions to the plans.

Short-term and other long-term employee benefits

A liability is recognized for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the
related service is rendered at the undiscounted amount of the benefits expected to be paid in exchange for that service.

Liabilities recognized in respect of short-term employee benefits are measured at the undiscounted amount of the benefits expected to be
paid in exchange for the related service.

Liabilities recognized in respect of other long-term employee benefits are measured at the present value of the estimated future cash
outflows expected to be made by the Company in respect of services provided by employees up to the reporting date.

207
1.13

1.14

Accounting for Taxes
Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from ‘profit before tax’ as reported in the statement
of profit and loss because of items of income or expense that are taxable or deductible in other years and items that are never taxable or
deductible. The Company’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the
reporting period.

Deferred tax

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the financial statements and
the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognized for all taxable
temporary differences. Deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable
that taxable profits will be available against which those deductible temporary differences can be utilized. Such deferred tax assets and
liabilities are not recognized if the temporary difference arises from the initial recognition (other than in a business combination) of assets
and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not
recognized if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognized for taxable temporary differences associated with investments in subsidiaries and associates, and
interests in joint ventures, except where the Company is able to control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated
with such investments and interests are only recognized to the extent that it is probable that there will be sufficient taxable profits against
which to utilize the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the
asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period.

The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the
Company expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax for the year/period

Current and deferred tax are recognized in profit or loss, except when they relate to items that are recognized in other comprehensive income
or directly in equity, in which case, the current and deferred tax are also recognized in other comprehensive income or directly in equity
respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the
accounting for the business combination.

Leases

Transition

Effective April 01, 2019, the company adopted Ind As 116 “leases” and applied the standard to all applicable lease contracts existing on
April 1, 2019 using the modified retrospective method with cumulative effect of initially applying the standard recognized on the date of
initial application. Accordingly, company has not restated comparative information and recognized right of use assets at an amount equal to
lease liability.

The Company’s lease asset primarily consists of leases for buildings. The Company assesses whether a contract contains a lease, at
inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period
of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company
assesses whether: (i) the contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from
use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

208
1.15

1.16

1.17

Company as a lessee

At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all
lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases.
For these short-term and low value leases, the Company recognizes the lease payments as an operating expense.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are
subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of
the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their
carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. The higher of the fair value
less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely
independent of those from other assets. In such cases, the recoverable amount is determined for the Cash Generating Unit (CGU) to which
the asset belongs.

 

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are
discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. Lease liabilities
are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will
exercise an extension or a termination option.

Lease liability and ROU asset have been separately presented in the Balance Sheet and finance cost portion of lease payments have been
classified as financing cash flows.

Earnings Per Share

Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if any) by
the weighted average number of equity shares outstanding during the year/period adjusted for bonus elements, if any, issued during the
period. Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect of extraordinary items, if
any) as adjusted for dividend, interest and other charges to expense or income (net of any attributable taxes) relating to the dilutive potential
equity shares, by the weighted average number of equity shares considered for deriving basic earnings per share and the weighted average
number of equity shares which could have been issued on the conversion of all dilutive potential equity shares. Potential equity shares are
deemed to be dilutive only if their conversion to equity shares would decrease the net profit per share from continuing ordinary operations.
Potential dilutive equity shares are deemed to be converted as at the beginning of the period, unless they have been issued at a later date. The
dilutive potential equity shares are adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average market
value of the outstanding shares). Dilutive potential equity shares are determined independently for each period presented. The number of
equity shares and potentially dilutive equity shares are adjusted for share splits / reverse share splits and bonus shares, as appropriate.

Segment Reporting

 

Identification of segment:
Segments are identified in line with Ind AS-108 "segment Reporting", taking into consideration the internal organization and management

structure as well as the differential risk and returns of the segment.

Based on the Company's business model, manufacturing and/or trading of pipes, tubes & steel have been considered as the only reportable
business and geographical segment.

Segment Pol
The Company prepares its segment information in conformity with the accounting policies adopted for preparing and presenting the

financial statements of the Company as a whole.

 

Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the
Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognized as a provision is the best estimate of the consideration required to settle the present obligation at the end of the
reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash
flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time
value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is

recognized as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured
reliably.

209
1.18

1.19

1.20

Note-

@

Gi)

Fair value measurement

Fair value is the price that would be received to sell an asset or settle a liability in an ordinary transaction between market participants at the
measurement date. The fair value of an asset or a liability is measured using the assumption that market participants would use when pricing
an asset or a liability acting in their best economic interest. The Company used valuation techniques, which were appropriate in
circumstances and for which sufficient data were available considering the expected loss/ profit in case of financial assets or liabilities.

Operating Cycle

Based on the nature of activities of the Company and the normal time between acquisition of assets and their realization in cash or cash
equivalents, the Company has determined its operating cycle as 12 months for the purpose of classification of its assets and liabilities as
current and non-current.

Current and non Current classification :

i, The assets and liabilities in the Balance Sheet are based on current/ non - current classification. An asset as current
when it i
1 Expected to be realized or intended to be sold or consumed in normal operating cycle

2 Held primarily for the purpose of trading

3 Expected to be realized within twelve months after the reporting period, or

4 Cash or cash equivalents unless restricted from being exchanged or used to settle a liability for at least twelve months
after the reporting period

All other assets are classified as non - current.

ii A liability is current when:

1. Expected to be settled in normal operating cycle

2. Held primarily for the purpose of trading

3. Due to be settled within twelve months after the reporting period, or

4. There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting
period

All other liabilities are treated as non - current.

Deferred tax assets and liabilities are classified as non - current assets and liabilities.

 

1.21 Critical and significant accounting judgements, estimates and assumptions
Critical estimates and judgements

The following are the critical judgements, apart from those involving estimations that the management have made in the process of applying
the Company’s accounting policies and that have the most significant effect on the amounts recognized in the financial statements. Actual
results may differ from these estimates. These estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to the
accounting estimates in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and
future periods if the revision affects both current and future periods.

 

Useful lives of property, plant and equipment and intangible assets:

Management reviews the useful lives of depreciable assets at each reporting. As at December 31, 2021 management assessed that the useful
lives represent the expected utility of the assets to the Company. Further, there is no significant change in the useful lives as compared to
previous year.

 

Allowance for expected credit losse:
The expected credit allowance is based on the aging of the days receivables are due and the rates derived based on past history of defaults in
the provision matrix.

Income taxes:
Significant judgements are involved in determining the provision for income taxes, including amount expected to be paid/recovered for
uncertain tax positions.

Significant accounting judgements, estimates and assumptions

The preparation of the company's financial statements requires management to make judgements, estimates and assumptions that affect the
reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities.
Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of
assets or liabilities affected in future periods.

210
Judgements

In the process of applying the company’s accounting policies, management has made the following judgements, which have the most
significant effect on the amounts recognized in the standalone financial statements:

 

Determination of lease term & discount rate:

Ind AS 116 leases requires lessee to determine the lease term as the non-cancellable period of a lease adjusted with any option to extend or
terminate the lease, if the use of such option is reasonably certain. The company makes assessment on the expected lease term on lease by
lease basis and thereby assesses whether it is reasonably certain that any options to extend or terminate the contract will be exercised. In
evaluating the lease term, the company considers factor such as any significant leasehold improvements undertaken over the lease term,
costs relating to the termination of lease and the importance of the underlying to the company’s operations taking into account the location
of the underlying asset and availability of the suitable alternatives. The lease term in future period is reassessed to ensure that the lease term
reflects the current economic circumstances.

The discount rate is generally based on the incremental borrowing rate specific to the lease being evaluated or for a portfolio of leases with
similar characteristics.

Estimates and assumptions
The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that have a significant risk
of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The
company based on its assumptions and estimates on parameters available when the financial statements were prepared. Existing
circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising that are
beyond the control of the company. Such changes are reflected in the assumptions when they occur.

Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its recoverable amount, which is the higher of its fair
value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on available data from binding sales
transactions, conducted at arm’s length, for similar assets or observable market prices less incremental costs for disposing of the asset. The
value in use calculation is based on a Discounted Cash Flow model. The cash flows are derived from the budget for the next five years and
do not include activities that the company is not yet committed to or significant future investments that will enhance the asset’s performance
of the Cash Generating Unit being tested. The recoverable amount is sensitive to the discount rate used for the Discounted Cash Flow model
as well as the expected future cash-inflows and the growth rate used for extrapolation purposes.

 

 

Taxes

Deferred tax assets are recognized for unused tax losses to the extent that it is probable that taxable profit will be available against which the
losses can be utilized. Significant management judgement is required to determine the amount of deferred tax assets that can be recognized,
based upon the likely timing and the level of future taxable profits together with future tax planning strategies.

 

Provision and contingent ity

On an ongoing basis, Company reviews pending cases, claims by third parties and other contingencies. For contingent losses that are
considered probable, an estimated loss is recorded as an accrual in financial statements. Loss Contingencies that are considered possible are
not provided for but disclosed as Contingent liabilities in the financial statements. Contingencies the likelihood of which is remote are not
disclosed in the financial statements. Gain contingencies are not recognized until the contingency has been resolved and amounts are
received or receivable.

211
VENUS PIPES & TUBES LIMITED

(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)
Annexure - V Notes to the Restated Financial Statements

2. Property, Plant and Equipments

2a, Property, Plant and Equipments

(in Million)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GROSS BLOCK AT COS) DEPRECIATION SAMORTISATION NET BLOCK
1 = F Asat 5 5 : ‘Asat ‘As at As at
Particulars Tet a oan | MAditions during | | Deductions || aist December, | 1.0 883%, 4.4 [Fortheperiod| 785°" | impairment Loss| Peduetions duri98) sist December, | 31st December, | 3ist March,
ae E ene 2021 ee 2 ze 2021 2021 2021
I 2 3 4 5 6 7 a 9 10 i 2 3
and 650 5.83 = 1233 = = = : : 2 12.33 650
Computers 0.63 0.68 - 131 033 0.8 7 x . 0.48 083 0.30
Buildings 37.54 877 4631 230 0.98 2 3 S 3.28 43.03 35.24
Electrical Installation 0.97 e = 097 0.60 0.4 “ “ : 0.74 023 037
Plant & Machinery 190.37 10.96 - 201.33 4431 8.07 7 x . 52.38 148.95 146.06
Furniture & Fixtures 0.10 0.63 : 0.73 0.02 0.01 “ 3 8 0.03 0.70 0.08
Vehicles 242 0.07 = 249 04 022 “ “ : 0.6 213 2.28
office Equipments 24 027 241 118 0.22 : 2 é 1.40 101 0.96
Right of Use Assets (Factory Land) 5.12 < 5.12 1.64 0.61 : 2 é 225 287 3.48
Total Tangible Assets 245.79 WA Zi 273.00 10.40 z z 5 60.92 212.08 195.27
[Previous Year 163.15 82.64 : 245.79 9.52 = z 2 50.53 195.26 122.14
[Capital Work in Progress * 46.79 =
Refer Note 2.1 for CWIP Ageing Schedule
** Title Deed of Immovable property : The company has been converted from private Itd to public limited w.e.f September 16, 2021 ,accordingly the deed are still in the name of Venus Pipes & Tubes P Ltd.
2b, Intangible Assets (other than internally generated) {in Million)
GROSS BLOCK AT COST AMORTISATION NET BLOCK
2 ; . Asat wee : s ‘Asat ‘As at Asat
Particulars Lot a oan | Maditions during | | Deductions || aist December, | 1.1 84%, 45, [Forthe period) "54°" | impairment Loss| Peduetions duri98) 31st December, | 3ist December, | 31st March,
eee z ao 2021 eee : E 2021 2021 2021
T z a a 5 6 7 a 5 To TI 12 re
Computer Software 0.88 0.60 - 1.45, 0.15 0.18 - - - 033 112
FTotal Intangible Assets 0.85 60 = 145 os 018 = = = 033 Tz
[Previous Year 0.65 0.20 - 0.85 0.03 0.12 < E = 0.15 0.70
intangible Assets under Development : z
2c. Depreciation and Amortization for the period (Zin Million)
5 April21 to
Particulars 20.2
December'21 ezatt
[Depreciation and amortization for the period on tangible assets as per Note 2 A 10.40 9.52
Amortization for the period on intangible assets as per Note 2B 0.18 0.12
Total 10.58 9.65

 

 

 

212

 
VENUS PIPES & TUBES LIMITED

(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)
Annexure - V Notes to the Restated Financial Statements

  

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2. Property, Plant and Equipments
2a, Property, Plant and Equipments (in Million)
GROSS BLOCK AT COST DEPRECIATION &AMORTISATION NET BLOCK
ae Asat Additions during} Deductions Asat Asat Forthe period | T'2nsition |. iment Loss| Deductions during Asat Asat ees
the period —_| during the period| 31st March 2021 | 1st April, 2020 Pp Adjustment Pi the peric Bist March 2021 |31st March 2021 Sea

7 B 3 4 5 6 7 a 9 10 i 2 13
Land 6.50 z 650 g = z 2 : 650 650
Computers ol 021 2 0.63 0.25 0.09 : 2 0.33 0.29 0.7
Buildings 1443 23.11 . 1.62 0.68 7 . . 2.30 35.24 1281
Electrical Installation 097 z z 0.97 0.42 0.18 z 2 : 0.60 037 05s
Plant & Machinery 133.45 56.93 7 190.37 36.87 7.43 a 3 © 4431 146.06 96.
Furniture & Fixtures 0.10 7 . 0.10 0.01 0.01 7 . . 0.02 0.08 0.09
Vehicles 057 1.85 - 242 0.02 0.12 - - - 0.14 2.28 05s
Office Equipments 1.60 04 7 214 099 0.19 a 3 © 118 0.96 061
Right of Use Assets (Factory Land) 5.12 3 7 5.12 0.82 0.82 a 3 © 1.64 3.48 4.30
[Total Tangible Assets 163.15 a, 2 245.79 41,00 952 : P = 5053 195.26 122.14
Previous Year 117.62 45.52 s 163.15 19.93 21.07 “ = z 41.00 122.14 97.69
[Capital Work in Progress = 32.05
2b, Intangible Assets (other than internally generated) (Zin Million)

GROSS BLOCK AT COST) AMORTISATION NET BLOCK
‘As at
e Additions during | Deductions Asat ; Transition ; Deductions during Asat Asat
Particulars
the period | during the period | 31st March 2021, Fortheperiod | a Giustment |UPPaitment Less} ne period {31st March 2021 |31st March 2021| 2!St March,

T 3 a 5 7 z 70 1 TZ
Computer Software 0.65 0.20 z 0.88 0.03 0.12 z 2 : 0.15 0.70 0.62
[Total Intangible Assets 065 020 S 0.85 003 oz = z z 015 070 O62
Previous Year = 0.65 = 0.65 E 0.03 E E 7 0.03 0.62 z
[Intangible Assets under Development - :
2c. Depreciation and Amortization for the period (in Million)
Particulars 2020-21 2019-20
[Depreciation and amortization for the period on tangible assets as per Note 2 A 9.52 21.07
[Amortization for the period on intangible assets as per Note 2 B 012 0.03
[Total 9.65 21.10

 

 

 

Note: Till FY20 , the company was following Written Down Value (WDV) depreciation method. Based on evaluation during the year , company considered to change the depreciation method from WDV to Straight line method (SLM) and has given effect from 01.04.2020. Due to
change in depreciation method, there is reduction in depreciation and amortization. Deprecation for FY 21 is & 9.65 Million as against € 22.97 Million.

213

 
VENUS PIPES & TUBES LIMITED

(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)

Annexure - V Notes to the Restated

2. Property, Plant and Equipments

Financial Statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2a, Property, Plant and Equipments (Zin Million)
GROSS BLOCK (T COST) DEPRECIATION &AMORTISATION NET BLOCK
Levene Asat Additions during] Deductions Asat For the period | TTansition | inmemt Loss| Deductions during Asat Asat Mt.
Ast April, 2019 | theperiod | during the period Ast April, 2019 ® Adjustment |"? the period | 31st March 2020 [31st March 2020 Sia
I 2 3 a 5 é 7 8 g 10 i 2 3
Tand 650 650 ~ 650 650
[Computers 0.25 0.16 2 ol 0.12 0.12 : = : 0.25 0.17 013
Buildings 8.98 5.44 * 14.43 0.65 097 z 7 1.62 12.81 834
Electrical Installation 0.94 0.03 - 0.97 0.24 0.18 - - - 0.42 0.55 0.70
Plant & Machinery 99.38 34.07 - 133.45, 18.44 18.43 3 s = 36.87 96.57 80.93
Furniture & Fixtures 0.10 * 0.10 e 0.01 z 7 0.01 0.09 =
Vehicles : 0.57 = 087 7 0.02 : : 7 0.02 0.55 -
Office Equipments 137 0.03 - 1.60 0.47 0.52 3 s = 0.99 0.61 1.10
Right of Use Assets - 5.12 = 5.12 2 0.82 : . = 0.82 4.30 z
Total Tangible Assets 117.62 4552 z 163.15 19.93 21.07, a z 3 41.00 122.14 97.69)
Previous Year 96.74 20.88 : 117.62 19.93 s = . 19.93 97.69) 96.74
[Capital Work in Progress 32.05, 2
2b. Intangible Assets (other than internally generated) (in Million)
ROSS BLOCK (T COST) TSATION NET BLOCK
rane Asat Additions during] Deductions Asat Asat Vorme peta Impairment Loss| Deductions during Asat Asat at fe :
1st April, 2019 | the period —_| during the period| 31st March 2020 | 1st April, 2019 pe mi the period | 31st March 2020|31st March 2020| | 31t A ou h,
r z 3 4 5 6 7 g 10 it Tz 13
Computer Software S 0.65 2 0.65 2 0.03 : = : 0.03 0.62 2
Total Intangible Assets = 0.65 = 0.65 z 0.03 = = = 0.03 0.62 z
[Previous Year = y : - 7 2 g z E S e
2c. Depreciation and Amortization for the period (in Million)
Particulars 2019-20 2018-19
Depreciation and amortization for the period on tangible assets as per Note 2 A 21.07 19.93
[Amortization for the period on intangible assets as per Note 2 B (0.03 2
Total 21.10 19.93

 

 

 

214

 
VENUS PIPES & TUBES LIMITED

(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)
Annexure - V Notes to the Restated Financial Statements

2. Property, Plant and Equipments

2a, Property, Plant and Equipments

(Zin Million)

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3S BLOCK AT Cosh DEPRECIATION &AMORTISATION NET BLOCK
As at
: Asat ions during| Deductions Asat Asat seq] Transition ; Deductions during} Ast Asat

Particulars re 3

1st April, 2018 | the period | during the period | 31st March 2019 | 1st April, 2018 | Fe PerIO4) gaiuctment |PaTMeNt Loss| ne period | 31st March 2019| 31st March 2019 aes

r z 3 4 5 6 7 a 9 10 ul 2 13

and 650 650 650 650
Computers 0.15 0.10 5 0.25 x 0.2 7 2 3 0.12 0.13
Buildings 5.07 3.92 7 8.98 A 0.65 = 2 2 0.65 8.34 5.07
Electrical Installation 094 “ 094 7 024 7 2 : 024 0.70 094
Plant & Machinery 83.73 15.65 5 99.38 x 18.44 7 2 3 18.44 80.93 83.73
Furniture & Fixtures ¢ © ‘ 2 3 x . = 2
Vehicles 7 “ 2 7 2 7 2 : : 2
cffice Equipments 0.36 121 - 157 : 0.47 - - - 07 1.10 0.36
Right of Use Assets ¢ © ‘ 2 3 x . = 2
Total Tangible Assets 96.74 20.88 5 117.62 19.93 5 5 19.93 97.69 96.74
Previous Year 58.94 68.48 s 127.43 173 18.95 = = 3 30.68 96.74 104.73
[Capital Work in Progress - A = Z : z z z : = : z
2b. Depreciation and Amortization for the period (in Million)
Particulars 2018-19 2017-18
Depreciation and amortization for the period on tangible assets as per Note 2 A 19.93 18.95
Frotal 19.93 18.95

 

 

 

 

215

 
VENUS PIPES & TUBES LIMITED
(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)
Annexure - V Notes to the Restated Financial Statements

Note 2.1 Capital Work in Progress ageing schedule

 

 

 

 

 

(in Million)
As at 31st December'21
Particulars Less than 1 Ryeare Dayeary More than 3 Total
Year years
(i) Projects in Progress 46.79 - - - 46.79
(ii) Projects Temporarily Suspended - - : # #
Total 46.79 = = = 46.79

 

 

Note:- All the projects under CWIP are in-line with Original estimated Cost & Timeline. None of the projects are overdue as on 31st

 

 

 

 

 

December'2021.
@ in Million)
As at 31st March'20
Particulars
Lessthan 1 \ > vears 2-3years Morethan3 yy)
Year years
(i) Projects in Progress 32.05 : - * 32.05
(ii) Projects Temporarily Suspended 7 = = a a
Total 32.05, = = * 32.05,

 

 

Note:- All the projects under CWIP are in-line with Original estimated Cost & Timeline. None of the projects are overdue as on 31st

March'2020.

216
VENUS PIPES & TUBES LIMITED
(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)
Annexure - V Notes to the Restated Financial Statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in Million)
Note 3 Other Non Current Financial Assets
- As at December As at March 31, As at March 31, ‘As at March 31,
paticulat 31, 2021 2021 2020 2019
(a) Security deposits & Earnest money deposits 3.18 2.70 2.43 2.44
(b) Fixed Deposit with Bank 13.21 0.27 1753 O11
(©) Margin Money* - 10.21 0.50 .
Total 16,39 13.18 20.46, 2.55
** against LC
Note 4 Inventories ( At lower of cost and net realizable value)
eee Asat December As at March 31, As at March 31, ‘As at March 31,
ee 31, 2021 2021 2020 2019
Raw Material 267.07 216.64 235.04 238.75
Work in Progress 105.75 21.95 22.26 22.17
Finished Goods 485.54 201.96 184.38 100.32
Stores & Spares 2.66 1.25 1.07 0.43
Total 861,02 441.80 442.76 361.67
Note 5 Trade receivables
eet As at December As at March 31, As at March 31, ‘As at March 31,
conus 31,2021 2021 2020 2019
(a) Unsecured Considered good 745.62 461.67 313.52 230.54
(b) Unsecured Considered doubtful = . 7 s
Less:- Allowance for doubtful debts (Including Expected credit loss (3.49) (10.98) (6.06) (14.25)
allowance)
Total 742.13 450.69 307.46 216.29
Refer Note 5.1 for Trade Receivable Ageing Schedule
Note 6 Cash and Cash Equivalents
oo As at December As at March 31, As at March 31, ‘As at March 31,
BES) 31, 2021 2021 2020 2019
Cash and cash equivalents
(a) Cash on hand 0.39 0.61 3.39 2.78
(b) Balances with Banks s 0.07 0.12 0.07
Total 039 0.69) 3.50 2.84
Note 7 Other Bank Balances
areal As at December As at March 31, As at March 31, ‘As at March 31,
one 31,2021 2021 2020 2019
Fixed Deposit (Original Maturity more than three months) 16.85 - - 15.19
Margin Money** 56.00 43.86 50.04 -
Total 72.85 43.86, 50.04 15.19
** against LC
Note 8 Other Current Financial Assets
Particut As at December As at March 31, As at March 31, As at March 31,
ee 31,2021 2021 2020 2019
(a) Interest Accrued but not due on fixed deposit 0.06 0.09 0.12 o.11
(b) TDS Recoverable from NBFCs 0.40 0.30 - =
(0) Fixed Deposits with Bank 6.56 25.19 7 10.77
(@) Margin Money ** 0.10 . 2
Total 712 25.57, 0.12 10.88

 

 

+* against LC

217
 

Note 9 Other current assets (Unsecured, considered goods)

 

 

 

; Asat December AsatMarch31, As at March 31, As at March 31,
a 31, 2021 2021 2020 2019
(2) Capital Advances 109.90 0.61 0.20 0.09
(b) Advances other than Capital Advances 337.79 197.47 88.87 65.31
(©) Prepaid expenses 1454 498 0.43
(@) Balances with government authorities 40.64 0.59 3.69 18,29
Total 502.87 203.64 92.76 84.12

 

 

218
VENUS PIPES & TUBES LIMITED
(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)
Annexure - V Notes to the Restated Financial Statements

Note 5.1 Trade Receivables ageing schedule

(Zin Million)

 

As at 31st December'21

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars Lessthan 6 Gmonths- 1 5. 3years Morethan3 yay
months lyear years
(i) Undisputed Trade receivables — considered good 711.62 15.85, 10.56 4.42 3.17 745.62
(ii) Undisputed Trade Receivables ~ which have significant
increase in credit risk - - - - - -
(iii) Undisputed Trade Receivables ~ credit impaired (0.13) (0.02) (0.04) (0.13) (3.17) (3.49)
(iv) Disputed Trade Receivables-considered good - - : 2
(v) Disputed Trade Receivables ~ which have significant
increase in credit risk x 2 = : “ “
(vi) Disputed Trade Receivables ~ credit impaired - 7 : : z :
Total 711.49 15.83 10.52 4.29 = 742.13
(& in Million)
As at 31st March'2021
Particulars Less than6 6 months - 1D years) 2-3 years More than 3 Total
months lyear years
(i) Undisputed Trade receivables ~ considered good 388.63 40.16 7.64 15.27 9.98 461.67
(ii) Undisputed Trade Receivables ~ which have significant
increase in credit risk ° . ° ° ” -
(iii) Undisputed Trade Receivables ~ credit impaired (0.27) (0.21) (0.08) (0.43) (9.98) (10.98)
(iv) Disputed Trade Receivables-considered good = = - = 2 Fs
(v) Disputed Trade Receivables ~ which have significant
increase in credit risk ° . ° ” ° -
(vi) Disputed Trade Receivables ~ credit impaired : : : = : =
Total 388.35 39.95, 7.55, 14.84 = 450.69
(@ in Million)
‘As at 31st March’2020
Particulars Lessthan 6 Gmonths- 1 5. 3yeary Morethan3 yy
months lyear years
(i) Undisputed Trade receivables — considered good 272.32 28.23 4.42 2.49 6.05 313.52
(ii) Undisputed Trade Receivables ~ which have significant
increase in credit risk . . - - - -
(iii) Undisputed Trade Receivables ~ credit impaired (0.00) (0.00) (0.00) (0.01) (6.05) (6.06)
(iv) Disputed Trade Receivables-considered good = = - 2 2
(v) Disputed Trade Receivables — which have significant
increase in credit risk ° - - . - “
(vi) Disputed Trade Receivables ~ credit impaired - 7 - - z :
Total 272.32 28.23 442 2.49 = 307.46
(& in Million)
As at 31st March'2019
Particulars Less than6 6 months - LD yeure 2-3 years More than 3 Total
months lyear years
(i) Undisputed Trade receivables — considered good 202.43 11.38 2.17 0.30 14.25 230.54
(ii) Undisputed Trade Receivables ~ which have significant
increase in credit risk ° - - - 5 -
(iii) Undisputed Trade Receivables ~ credit impaired - - - = (14.25) (14.25)
(iv) Disputed Trade Receivables-considered good - - - - - -
(v) Disputed Trade Receivables — which have significant
increase in credit risk . . . - - -
(vi) Disputed Trade Receivables ~ credit impaired - - - = z .
Total 202.43 11.38 2.17 0.30 - 216.29

 

 

219
VENUS PIPES & TUBES LIMITED
(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)
Annexure - V Notes to the Restated Financial Statements

Note 10 Equity Share capital

As at December 31, 2021 As at March 31, 2021 As at March 31, 2020

Particulars

Authorized
100.00 100.00

 

2,50,00,000 (Previous year 1,00,00,000) Equity Shares of € 10 each fully paid-up

     

Total

Issued, Subscribed and fully paid up

1,52,22,010 (Previous year 87,32,700) Equity Shares of & 10 each fully paid-up 33 Peet eR

Total 152.22 87.33 87.33

 

a. The reconciliation of the number of shares outstanding and the amount of share capital as at December 31, 2021, March 31, 2021, March 31,2020 & March 31, 2019 is set out below:

{in Million)

As at March 31, 2019

100.00

100.00

87.33

87.33

 

‘As at December 31, 2021 As at March 31, 2021 ‘As at March 31, 2020

‘As at March 31, 2019

 

 

Particul:
aves No. of Shares Zin Million No.of Shares in Million No.of Shares in Million No. of Shares Zin Million
Numbers of shares at the Beginning, 87,32,700 87.33 87,32,700 87.33 87,32,700 87.33 87,32,700 87.33
Add: Bonus shares issued during the year 43,66,350 43.66 - - - - - -
Add: Shares issued during the year 21,22,960 21.23 - - - - a -
Numbers of shares at the End 1,52,22,010 152.22 87,32,700 87.33 87,32,700 87.33 87,32,700 87.33

 

b. Terms / rights attached to Equity Shares

i) The company has only one class of equity shares having a par value of € 10 per share. Each holder of equity shares is entitled to one vote per share. Equity Shareholders are eligible to dividend proposed by the Board of Directors

as approved by Shareholders in the ensuing Annual General Meeting

ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the
number of equity shares held by the shareholders.

c. Shares held by holding / ultimate holding company and / or their subsidiaries / associates:

 

‘As at March 31, 2021 ‘As at March 31, 2020
No. of Shares z No. of Shares z
NIL. ‘NIL NIL

Particulars ‘As at December 31, 2021
No. of Shares z

220

‘As at March 31, 2019
No. of Shares z
NIL
VENUS PIPES & TUBES LIMITED
(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)
Annexure - V Notes to the Restated Financial Statements

d. Details of shares held by each shareholder holding more than 5% shar‘

 

 

‘As at December 31, 2021

‘As at March 31, 2021

‘As at March 31, 2020

‘As at March 31, 2019

 

 

 

 

Eolas No. of Shares % Holding No. of Shares % Holding No. of Shares % Holding No. of Shares % Holding

Shri Megharam Sagramji Choudhary 34,97,743 22.98 18,27,000 20.92 18,27,000 20.92 18,27,000 20.92
Shri Jayantiram Motiram Choudhary 11,78,915 7.74 12,84,700 14.71 12,84,700 14.71 12,84,700 14.71
Shri Dhruv Mahendrakumar Patel 25,80,810 16.95, 4,52,000 5.18 4,52,000 5.18 4,52,000 5.18
Shri Hemant Rajnikant Shah 11,13,000 7.31 9,92,000 11.36, 9,92,000 11.36 9,92,000 11.36,
Shri Mahesh Himatlal Puj 11,13,000 Fal. 12,02,000 13.76 12,02,000 13.76 12,02,000 13.76,
Smt. Payal Kothari 11,60,291, 7.62 21,82,000 24.99 21,82,000 24.99 21,82,000 24.99
Shri Manojsingh Jadoun 11,13,000 Fal. 4,93,000 5.65, 4,93,000 5.65, 4,93,000 5.65,
Shri Arun Axaykumar Kothari 12,12,291 7.96 - - - - - -

e. Details of shares held by Promoters *

Particulars As at December 31, 2021 As at March 31, 2021 As at March 31, 2020 As at March 31, 2019
No. of Shares % Holding No. of Shares % Holding No. of Shares % Holding No. of Shares % Holding

Shri Megharam Sagramji Choudhary 34,97,743 22.98 18,27,000 20.92 18,27,000 20.92 18,27,000 20.92
Shri Jayantiram Mc im Choudhary 11,78,915 7.74 12,84,700 14.71 12,84,700 14.71 12,84,700 14.71
Shri Dhruv Mahendrakumar Patel 25,80,810 16.95, 4,52,000 5.18 4,52,000 5.18 4,52,000 5.18
Shri Hemant Rajnikant Shah Ref Note below ** 9,92,000 11.36 9,92,000 1136 9,92,000 1136
Shri Mahesh Himatlal Puj Ref Note below ** 12,02,000 13.76 12,02,000 13.76 12,02,000 13.76
Smt. Payal Kothari 11,60,291 7.62 21,82,000 24.99 21,82,000 24.99 21,82,000 24.99
Shri Manojsingh Jadoun Ref Note below ** 4,93,000 5.65 4,983,000 5.65 4,983,000 5.65
Shri Leeladevi Choudhary Ref Note below ** 3,00,000 3.44 3,00,000 344 3,00,000 344
Shri Arun Axaykumar Kothari 12,12,291 7.96 - - - - - -
Shri Vishwa Jeet Jhanwar 2,800 0.02 - - - - - -
Smt. Jyoti Rakesh Lahoti 1,50,000 0.99 - - - - - -

* Promoters include promoters group
““* These persons not form part of Promoters/promoters group

221
VENUS PIPES & TUBES LIMITED

(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)

Annexure - V Notes to the Restated Financial Statements

(Zin Million)

 

 

 

Note 12 Other Equity . Retained earnings Security Total
Particulars Premium
Balance at the beginning of April 1, 2021 311.99 - 311.99
Bonus Shares Issued during the period (43.66) - (43.66)
Equity Shares Issued during the year - 548.20 548.20
Net Profit / (Loss) for the period 235.95 - 235.95
Actuarial Gain / (Loss) in respect of defined benefit plan 0.12 - 0.12
Balance at the end of December 31, 2021 504.40 548.20 1,052.60
Balance at the beginning of April 1, 2020 75.43 - 75.43
Net Profit / (Loss) for the year 236.32 - 236.32
Actuarial Gain / (Loss) in respect of defined benefit plan 0.23 - 0.23
Balance at the end of March 31, 2021 311.99 ~ 311.99
Balance at the beginning of April 1, 2019 34.41 - 34.41
Net Profit / (Loss) for the year 41.28 - 41.28
Actuarial Gain / (Loss) in respect of defined benefit plan (0.25) - (0.25)
Balance at the end of March 31, 2020 75.43 ~ 75.43
Balance at the beginning of April 1, 2018 22.72 - 22.72
Ind As Transition Adjustments (25.81) - (25.81)
Net Profit / (Loss) for the year 37.50 - 37.50

Actuarial Gain / (Loss) in respect of defined benefit plan
Balance at the end of March 31, 2019

Note for Purposes of Reserves:

34.

   

Retained Earnings: Retaining Earnings represents the amount that can be distributed by the company as dividend considering the

requirements of the companies Act, 2013.

222
VENUS PIPES & TUBES LIMITED
(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)
Annexure - V Notes to the Restated Financial Statements

Note 12 Borrowings
As at December 31, 2021

As at March 31, 2021,

‘As at March 31, 2020

(in Million)

As at March 31, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pariculare Non Current Current Non Current Current Non Current Current Non Current Current
Saured
2) Term Loans
() From Banks sus 7.98 31.08 as? pias m7 1366
Unsecured
2) From Banks : : ast sr 4m : : :
») From Fanci Instutons : : ae out 467 1495 2200 2.98
9 From Directors : : 224 : : : 250
6) From Others ust : 96.30 : 127.69 : 2.26
Les Transferred to Shon Term Bortowngs 9 .
Paid : (779 (4206) . (267 . are
Total Tae ; Tas 3 Ts : Tar
Notes:
== Arson andi Seeary ale payne Terms
RS 31-12-2021 31-03-2021 | 31-03-2020 31-03-2019 =
Hypathcation of
stoc, Book Deis of
not more tan 120
days ad te ct] 5 gua mol stamens of Rs
assets of the company. | 13.28,000/- each and last instalment
Tem Loan (GECL- 501) fom Kama Bank ou) 700 ‘ Catal: WDV oF |e 13,2000 fern aia
Lie an & maciney [ord of 2 months ending on Auge
properties, RD 2024.
Depot LIC pais
Peron pure of
alte promote
Hypethcatono
Plan Machin
cubital. | 53 equal monthly instiments of Rs
lara: WDV of | 39630 each and last salen
eam Loan (200) rom Karatka Bank Lied nas msi] aoa nag att 8 of Rs 629610 aerial oliay
nachna alo wth oe months ending on Now
Deposit, LIC. a
pole, esol
irae of al te
Hyphcation of
Mant Machine, | 69 equal mony instalments of Rs
Se ee sats onl mes anag [Collaterals RD, | 560,000 each and last instalment
erin in (50%) fear Kareatales Rac Ten Deposit, LIC policies.) of Rs. 5,71,000/- ending on Jan-
Personal gue of 2004,
al the proce
Pie Secuty | gual monly talents of Rs,
tbpathcaton of | "35,007 each, 1 equal monly
tan & Machine | nai of Rs 5.72115) each
erm Loan 401) from Karaka Bank Limited 9.68 1483 aaa] Calan RD | ands mst! of 57,2135
Pept LI ple ending om May 2023. (Note: CISS
ronal gurney Re 15 lakh ceded on
ioe 04.07.2018 so EMI eps
7 equal mony samen Re
179,26) cach and last instalment of
Business Loan from ICICI Bank : ant so veer) [1794026 ech nd stant of
2000
; , 30 equal monly names of Rs
sce on ona Copal Pan Sen . i visa cisecued si en eal ot
ate Jan-2020,
2 eal mony alts oF Re
Unsecured Loon rom Bay Finance : 231 2.90 uneeoed | 1.10719" each commencing fom
eb2020
7 eal monty salts of Re
Unsecured Loan fom IF nance : aa 2.88 ureecned | 2,02,156- each commencing fom
M2020,
2 equal monthly instalments of Rs
Unsecured Loan rom Fullerton Ina : rr) 2.06 wiiesea | 1.98601 each commencing fom
Mar-2020
19 equal moisten of
Unsecured Loan fiom EC. Fnance Lined , ua? 40 tnseared | 2.59037 each commencing fom
‘Ape2020,
sipomecaion or | 28H oth nstalmens of Rs,
Vehicle (Bus) Loan fiom HDF Bank 0.85 Las : ppibcation of | "975 each commencing rom
Now 2020

 

 

 

 

 

 

 

 

 
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12 equal monthly nstalmens of
Unsecured Loon - GECL from Tata Captal Financial seceg | 2027 each and then 36 equal
Services Limited - oa? - ceeene ‘monthly instalments of Rs. 33,152/-
commencing fom 0c-2020,
3 qua oy stamens a
SME Loan rom Magna Facomp Ld : 0.96 126 unsecured | 4,890 ench commencing fm
0c:2020,
supothecaion ot | 32H month instalments of Rs,
Vetta) Loan rom HDF Bank 029 050 oe pation of | 1 each commencing om
Now 2000
Seared gana | etl mony instaimens of
Loan from HDB Fancas servces(290625) ‘ : ‘ os] Swed agit | 79535 ach commencing om
Sep-2017,
Seared agans | 60 equal mony instalments of
Loan from HB Fancals services(2972490) . . . m0 | Seed Bans 3 ach carmen om
ce2017
Toul moat —_taaao | 945 7a
* ees at avin general inked wo MCL
Asat Decmiber31, 2021 Asat March 3, 2021 As at March 31,2020 Asat March 3, 2019
Non Current Current Non Current Current Non Current Current Non Current» Curent
(0) Obigaton under Lease Payable ass oat a ov 390 0.85 .
‘ota 2 om a wa a0 oe :
13, Daal of Lease Liabties
Particulars FETE aS Tea Ta Ma
‘As at December 31, 2021 [satis March 2021 a
330 a5 :
A Addons Traskona impact on adoption of ad : :
|AS 116) eae
Ad inerest recognised during the prod 036 058 os
Les: Payment Made 090) 029) (29)
Closing Balance 336 3.90 455
Nowe 4 Provisions
ae Asat December, 2021 Asat March 3, 2021 ‘As at March 3, 2020 Asat March 3, 2019
Non Current Current Non Current Current Non Current Current __Non Current __ Current
Provision for employee benefits
(a) Proviso for compensated absences aa o.02 0.07 oot 0.06 0.00 os 0.00
(b Provision for gratuity a7 0.05 2.09 o.o4 1st 0.02 sa oot
Tota 2s 007 2a 10 10 m7 wi om
Nowe 1s Delered Tax Ua
paniculars As at December Asat March Asat March 3, Asat March
22021 32021 2020 31,2019,
Detered Tax Liability
Difference between boc and tax deprecation 765 sa 1066 2.0
ters os
75 $ Tos a
Detesed Tax Asset
Dislowances ander Income Tax (109 (0.05) :
aH Ta z ;
MAT Credit Entitlement : (39 ce)

 

 

   

 

 

 

‘Total
Note 16 Borrowings
mena As at December As at March As at March 31, As at March
31, 2021 31, 2021 2020 31, 2019
‘Secured
(@) Cash Credit - From Bank 299.14 148.08 203.48 132.55
(b) Current maturities of Long Term borrowings 37.76 42.08 36.78 17.63

 

 

   

 

 

 

 

 

 

 

 

Toul
Notes:
Loan Type aetna Interest Rate Security details
TARROAT | Si-0s-202 [31-03-2020 [soa 209 ,
5.77% over 6 Monts
Jverdrat (201) facility from Karnataka Bank Limited 149.20 148.08 153.48 9289 eee
Prime security: Hypothecation of Stock, Book Debts of
ia rot more than 120 days and other curent assets ofthe
Working Capital (101 fcty from Karnataka Bank ‘ 9.77% over 6 Months ‘
ee ee : 50.00 treasury Bil company. Collateral: WDV of plant & machinery along
with various properties, RD , Deposit, LIC policies
Personal guarante of ll the promoter directors.
Overdraft (408) facity from Bandhan Bank Limited 9.34 . : 11,00 % (Fixed)
Toul ana Tao [203.48 TSS

 

 

 

 

 

 

 

 

224
 

 

Note 17 Trade payables,

 

 

. As at December As at March As at March 31, As at March
aay 31, 2021 31, 2021 2020 31, 2019

‘Trade payables *

(@) Total outstanding dues of micro enterprises and 89 . .

small enterprises

(©) Total outstanding dues of creditors other than miso ape Aiton sexe

‘micro enterprises and small enterprises

‘Total

Refer Note 17.1 for Trade Payables Ageing Schedule

 

 

   

“outstanding due of creditor other than micro and small enterprises. includes LC acceptance of Rs 20.51 Cr as at December 31st, 2021, Rs 18.95 Cr as at March 31st.2021 & Rs 18.08 Cras at March 31st, 2020

Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act,2006:

 

 

ee ‘As at December 31,| As at March 31, As at March 31, | As at March
2021 2021 2020 31, 2019,

Principal amount remaining unpaid to any supplier a9 :

Interest due thereon remaining unpaid to any supplier 0.10 ‘

The amount of Interest paid along with the amount of the payment made to the supplier beyond the appointed day 3

The amount of interest due and payable 0.10 3

The amount of interest accrued and remaining unpaid 0.10 ‘

The amount of further interest due and payable even in the succeeding year, until such date when the interest dues as above i

and actually paid

 

 

 

 

 

 

‘Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected by the management during the nine months period ended

31.12.2021. This has been relied upon by the auditors.

 

Note 18 Other Current Financial Liabilities

 

 

ne As at December As at March As at March 31, As at March
31, 2021 31, 2021 2020 31, 2019

(@) Creditors for Capital Goods \ Services, os7 113 0.32 052

(b) Interest accrued but not due on borrowings : 02 . 7

Total

 

 

 

   

 

Note 19 Current Tax Liabilities (net)

 

 

. As at December As at March As at March 31, As at March
particulate 31, 2021 31, 2021 2020 31, 2019
(@) Provision for Taxation 155.30 102.75 23.76 1887

(Net off Advance Tax of 7 1.19 Million as on.
31 December 2021, % 1.2 Million for 31 March
2021, 31 March 2020 - % 0.3 Million and 31
March 2019 - 8 0.13)

Total

 

 

   

 

Note 20 Other current abilities

 

 

we As at December As at March As at March 31, As at March
ane 31, 2021 31, 2021 2020 31, 2019

(@) Statutory Remittances 1.52 44.72 0.04 0.75

(b) Advance from Customers 63.66 17.62 30.48 28.25
Total 65.18 234

225

   
VENUS PIPES & TUBES LIMITED

(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)

Annexure - V Notes to the Restated Financial Statements

Note 17.1 Trade Payables ageing schedule

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(& in Million)
As at 31st December'21
Particulars
Lessthand | years) 2.3 years Morethan3 yay
Year years
(i) Micro, Small & Medium Enterprise 8.89 - - - 8.89
(ii) Others 513.58 1.47 - - 515.05
(iii) Disputed Dues - Micro, Small & Medium Enterprise - - - - -
(iv) Disputed Dues - Others - - - - -
Total 522.47 1.47 ~ = 523.94
(Zin Million)
As at 31st March'21
Particulars
Lessthan1 eee Morethan3 yay
Year years
(i) Micro, Small & Medium Enterprise - - - - -
(ii) Others 423.06 1.16 - - 424.22
(iii) Disputed Dues - Micro, Small & Medium Enterprise - - - - -
(iv) Disputed Dues - Others - - - - -
Total 423.06 1.16 ~ = 424,22
(Zin Million)
As at 31st March'20
Particulars
Lessthan1 | yer iota years Morethan3 yay
Year years
(i) Micro, Small & Medium Enterprise / 3 . 2 :
(ii) Others 411.63 1.37 - - 413.00
(iii) Disputed Dues - Micro, Small & Medium Enterprise - - - - -
(iv) Disputed Dues - Others - - - - -
Total 411.63 1.37 - - 413.00
(@ in Million)
As at 31st March'19
Particulars
Lessthand | vanGves Morethan3 yoy
Year years
(i) Micro, Small & Medium Enterprise % . . _ 7
(ii) Others 323.45 1.12 - - 324.56
(iii) Disputed Dues - Micro, Small & Medium Enterprise - - - - -
(iv) Disputed Dues - Others - - - - -
Total 323.45 1.12 - - 324.56

 

 

226
VENUS PIPES & TUBES LIMITED
(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)
Annexure - V Notes to the Restated Financial Statements

 

 

 

 

 

 

 

 

 

 

 

 

 

(Zin Million)
2 Revenue from operations
. For nine months period For Year ended For Year ended For Year ended
Pe ended December 31, 2021 March 31, 2021 March 31, 2020 March 31, 2019
(@) Sale of products 2,767.69 3,093.31 1,778.08 1,187.52
Total 2,767.69, 3,093.31 1,778.08 1,187.52
22 Other income
: For nine months period For Year ended For Year ended For Year ended
Bauer! ended December 31, 2021 March 31, 2021 March 31, 2020 March 31, 2019
(@) Interest income
= Fixed Deposits 3.37 492 3.02 0.89
- Others 0.8 7.56 0.38 9Al
(b) Export Incentive - 144 138 -
(©) Foreign Exchange Gain (Net) 1.99 12.18 117 3
(@) Miscellaneous income 2.08 ost 0.99 0.64
(©) Excess Provision no longer required 749 = 8.20 6.60
Total 1A 27.00 15.14 1754

 

 

 

23 (a) Cost of materials consumed

For nine months period

For Year ended

For Year ended

For Year ended

 

 

 

 

 

 

   

pata ended December 31, 2021 March 31, 2021 March 31, 2020 March 31, 2019
Opening stock 216.64 235.04 238.75 95.25
Add: Purchases 2,625.13 2,088.98 1,584.21 1,197.06
Less: Closing stock 267.07 216.64 235,04 238.75
Total 2,574.70 2,107.38 1,587.91 1,053.57
wentories of Finished Goods & WIP
For nine months period For Year ended For Year ended For Year ended

Particulars

 

ended December 31, 2021

March 31, 2021

March 31, 2020

March 31, 2019

 

 

At the end of the period:

   

 

 

 

 

 

- Finished goods 485.54 201.96 184.38 100.32
- Work in Progress 21.95 22.26 22.17
At the beginning of the period:
- Finished goods 201.96 184.38 100.32 66.7
- Work in Progress 21.95 22.26 22.17 18.46
Net Changes in Inventories (367.38) (727) (84.15) (G7.26)
24 Employee benefits expense
For nine months period For Year ended For Year ended For Year ended

Particulars

 

ended December 31, 2021

March 31, 2021

 

March 31, 2020

March 31, 2019

 

 

(a) Salaries and wages
(b) Contributions to provident and other funds
(c)Staff welfare expenses

(@) Gratuity Expenses

(e) Leave Encashment

Total

 

36.37 26.84 21.88 20.76
071 0.47 0.50 ot
4.23 3.79 3.75 3.75
0.78 0.89 0.53 0.69
0.08 0.01 0.03 0.03

42.17 32.00 26.69 25.34

 

 

227
24(a) Details of Employee Benefits:

@

«i

ii)

ww)

As per Ind AS-19 “Employee Benefits”, the disclosure of employee benefits as defined in the accountin

Defined Contribution Plans

 

standards are given below

 

 

(Rin Million)
Particulars ‘April’21 to 2020 - 2021 2019 - 2020 2018 - 2019
December'21
Employers Contribution to Provident Fund O71 047 0.50 on

Total

Defined Benefit Plans

‘The Employees Gratuity Fund Scheme, which is a defined ben

efit plan is unfunded.

 

‘The present value of the obligation is determined based on actuarial valuation using Projected Units Credit Method, which recognizes each period
of service as giving rise to additional units of employees benefit entitlement and measures each unit separately to buildup the final obligation.

Gratuity (Un-Funded) & Compensated Absences (Unfunded)

Reconciliation of Opening and Closing balances of the present value of the defined gratuity benefit obligation

 

 

 

 

 

 

 

 

(in Million)
Gratuity
2 For the nine months | ar ended 3st | Year ended 31st | Year ended 31st
Particulars period ended 31st
March, 2021 | March, 2020 | March, 2019
December, 2021
Defined Benefit Obligation at the beginning of the period
213 1.55 0.69 -
Current & Past Service Cost 0.67 0.78 0.48 0.69
(Current Interest Cost ot ol 0.05 2
Benefits Paid (if any) - - - -
/Actuarial Gain / (Loss) 0.16 031 (0.34) e
Contributions to Plan Assets - -
Defined Benefit Obligation at the end of the period 275 213 1.55 0.69
Reconciliation of Opening and Closing balance of the Fair Value of the Plan Assets
Gratuity
2 For the nine months | ar ended 3st | Year ended 31st | Year ended 31st
Particulars period ended 31st
March, 2021 | March, 2020 | March, 2019
December, 2021
Fair Value of Plan Assets at the beginning of the period 2 3 7 -
JContributions by Employer : = =
Expected Return on Plan Assets - : z :
/Actuarial Gain / (Loss) - - - -
Fair Value of Assets at the end of the period 2 x
Reconciliation of Present Value of Obligation & Fair Value of Plan Assets

 

Gratuit

 

 

For the nine months

Year ended 31st | Year ended 31st

Year ended 31st

 

 

 

CE period ended 31st’ |“ farch, 2021 | March, 2020 | March, 2019
December, 2021
Fair Value of Plan Assets at the end of the period - 2 2 :
Present Value of Defined Benefit Obligation at end of the oe sei _ as
period
Liabilities / (Assets) recognized in the Balance Sheet 2.75 243 155 0.69
Expense recognized during the period
Gratuity

 

For the nine months

 

Year ended 31st | Year ended 31st

Year ended 31st

 

 

 

 

 

 

Particulars senha aint March, 2021 | March, 2020 | March, 2019
Current & Past Service Cost 0.67 0.78 0.48 0.69
Interest Cost ot ot 0.05, :
[Expected Return on Plan Assets - - - -
[Net Cost Recognized in Profit or Loss 078 0.89 053 0.69
[Actuarial Gain / (Loss) recognized in other
[Comprehensive Income 0.6 ost (0.34) z

 

228

 
The plan exposes the company to actuarial risks such as: investment risk, interest rate risk, salary risk and longevity risk.

 

Investment risk

[The present value of the defined benefit plan liability is calculated using discount rate
lwhich is determined by reference to market yields at the end of the reporting period on
{government bonds.

 

Interest risk

JA decrease in the bond interest rate will increase the plan liability; however, this will be
partially offset by an increase in the return on the plan’s debt investments,

 

 

Longevity risk

[The present value of the defined benefit plan liability is calculated by reference to the best
estimate of the mortality of plan participants. An increase in the life expectancy of the plan]
participants will increase the plan’s liability

 

Salary risk

[The present value of the defined benefit plan liability is calculated by reference to the future
salaries of plan participants. As such, an increase in the salary of the plan participants will

 

 

increase the plan’s liability.

 

 

(v) Significant estimates: Actuarial assumptions and sensitivity

‘The significant actuarial assumptions were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gratuity
ee ene Year ended 31st | Year ended 3ist | Year ended 31st
R March, 2021 | March, 2020 | March, 2019
: December, 2021
Particulars
Indian Assured Lives eee Indian Assured ene
[Mortality Table (LIC) Monality 2012-14) | ro ydeog) | Lives Morality | "Gooe-om)
Urban Cs (2006-08) Ultimate
Ultimate Ultimate
Discounting Rate 7.02% 6.82% Gam 7.77%
[Aitition Rate 5.00% 5.00% 5.00% 5.00%
Salary growth rate 7.00% 7.00% 7.00% 7.00%
[Return on Plan Assets NA, NA, NA, NA,
(vi) Sensitivity analysis,
‘The sensitivity of the defined benefit obligation to changes in the weighted principal assumptions is:
(@) Change in Assumptions
Granity
For the nine months
ji Year ended 31st | Year ended 31st
Particulars period ended 31st
December, 2021, | March, 2021 | March, 2020
Discount rate 1,00% 1,00% 1.00%
Salary Growth rate 1.00% 1.00% 1.00%
[Atuition rate/Expected working life 1.00% 1.00% 1.00%
(©) Impact on defined benefit obligation
Gratuity
Tncrease in Assumptions Decrease in Assumptions
: For the nine
, For the nine months | va. ended 31st | Year ended 3ist | months period | Year ended | Year ended
Particulars period ended 31st 31st March, | 31st March,
March, 2021 | March, 2020 | ended 3ist
December, 2021 2021 2020
December, 2021
[Discount rate G33) 26) G9) 040 m2 O24
Salary Growth rate 0.39 O31 0.24 (0.33) (0.26) (0.20)
[Autition rate (0.04) (0.04) (0.04) 0.04 0:04 0.04

 

 

 

 

 

 

 

‘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

recognized in the balance sheet.

‘The methods and types of assumptions used in preparing the sensitivity analysis did not change compared to the prior period.

(vii) The following payments are expected contribution to the defined benefit plan in future years

 

 

 

 

 

Gratuity
5 ‘As at ‘As at Asat
ane March 31, 2021 | March 31,2020 | March 31, 2019,
[Within the next 12 months Le. 2021-22 (PY: 2020-21) 0.04 O01 0.00
[2022-23 (PY: 2021-22) 0.06 0.03 0.01
[2023-24 (PY: 2022-23) 0.10 0.05 0.02
[beyond 2024 (PY: beyond 2023) 658 5.07 2.64

 

 

 

 

 

 

229

 
VENUS PIPES & TUBES LIMITED
(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)
Annexure - V Notes to the Restated Financial Statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in Million)
25 Finance Cost
ee ae For Year ended For Year ended For Year ended
Daa March 31, 2021 March 31, 2020 March 31, 2019
Interest Expenses
= On Borrowings 25.05 3651 25.71 2121
= On Others 5.05 6.07 1.93
Other Borrowing Cost 251 137 7:96
Total zvas1 S561 aaa 309
26 Other expenses
Pallinlane ae For Year ended For Year ended For Year ended
een March 31, 2021 March 31, 2020 March 31, 2019
Consumption of Stores & Spares 20.86 19.42 1138 9.32
Legal and professional 420 3.92 194 1.08
Repairing & Maintenance Machinery 076 0.69 os7 058
Rent, Rates and Taxes 2.85 3.00 119 a4
Security Expenses 1.29 158 075 0.62
Office Exp. 0.85 0.70 2.02 157
Foreign Exchange Loss 4 " 273
Power and fuel 18.07 18.31 1683 16.12
Freight & Loading \ Unloading 17.39 1415 9.85 8.85
Communication 0.27 037 0.48 037
Travelling and conveyance 145 0.45, 259 3.05
Insurance Expense Los oat Lu 0.5
Allowance for Doubtful Debts : 4.92 : Z
Printing & Stationary Expenses 0.55 0.43 038 050
Contractor & Job Work Charges 16.99 16.41 8.48 ou
Payments to Auditors* 0.23 0.30 0.10 0.10
Sales Promotion Expense 0.10 0.67 0.25 0.16
Expenditure on CSR 2.06 0.94 : :
Miscellaneous Expenses 9.56 11.69 7.20 9.98
Total 38.53 38.76 Gal a4
* Payable to Audit
For Audit fee 0.19 0.25 0.08 0.08
For Tax Audit 0.0 0.05, 0.02 002
TOTAL 1 030 00 00
27 Earnings Per Share (Basic & Diluted)
Peer eae For Year ended For Year ended For Year ended
Sn March 31, 2021 March 31, 2020 March 31, 2019
Profit(Loss) attributable to Owners of the Company 235.95 236.32 4128 37.50
Amount available for calculation of Basic and Diluted EPS -@) 235.95 236.32 4128 37.50
‘Weighted Average No. of Equity Shares Outstanding for Basic & Diluted EPS. (b) 1,52,22,010 87,32,700 87,32,700 87,32,700
Basic and Diluted Earnings Per Share of Rs. 10/- ach (In Rs.) = (@)\(b) = Pre Bonus 1550 27.06 473 429
Weighted Average No. of Equity Shares Outstanding for Basic & Diluted EPS - 1,52,22,010 87,32,700 87,32,700 87,32,700
Add: Impact of Bonus Issue subsequent to period end _ 43,66,350 43,66,350 43,66,350
‘Total Weighted Average No. of Equity Shares Outstanding for Basic &
Diluted EPS -0 1,52,22,010 1,30,99,050 1,30,99,050 1,30,99,050
Basic and Diluted Earnings Per Share of Rs. 10/-ach (In Rs.) =(@)\ (©) -Post Bonus 1550 18.04 3.15 2.86

27.1 The company had issued and allotted 4366350 bonus equity shares in the ratio of 0.5:1 bonus share of face value of Rs 10 each held by the member as on 10, September, 2021, as approved by the
members at the Annual general meeting held on 10th September, 2021. All shares are fully issued (No shares are allotted in Fraction).The bonus has been issued on 10, September 2021 by capitalizing the
sum of Rs 43,66 million from and out of free reserve. In term of IND AS -33, Earning per share of current period and previous periods have been adjusted for bonus shares issued in current financial year

230
VENUS PIPES & TUBES LIMITED
(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)
Annexure - V Notes to the Restated Financial Statements

Note 28 - Ratios

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

As at 31st December'21
(@ in Million)
sr. , . Current | Previous % Reqson for Verience
Me Ratio Numerator | Denominator | “Oorieg Period | Deviation | (it case of deviation for more
than 25%)
1 [Curent Ratio 2,186.38 1,082.77 2.02 1.49 | 35.32%] As the current period ratios are
for 9 months and the
2 |Debt-to-equity Ratio 500.06 1,204.82 0.42 0.94) 55,8199] ComParative ratios are for 12
months, these ratios are not
comparable.
3_|Net profit Ratio 235.95 2,767.69 0.09 0.08 | 11.59% Not Applicable
4 [Debt Service Coverage Ratio 355,12 64.04 5.55 6.53 | 15.06% Not Applicable
5_[Retum on Equity Ratio 235.95 1,204.82, 0.20 159 | “66.51%! 1 ihe current period ratios are
6 [Inventory Tumover Ratio 2271.87 861.02 2.64 5.92 | 55.42%
7_|Receivables Turnover Ratio 2,767.69 742.13 3.73 6.86 | 45.66% for-9 months and the
8 [Payables Turnover Ratio 2,689.68 523.94 5.13 6.16 | 16.68%] Comparative ratios are for 12
9_ [Net working capital tamover Ratio 2,767.69 1,103.61 2.51 8.04 | 68.81%] | Months, these ratios are not
10 [Return on Capital employed Ratio 359.65 1,379.99 0.26 0.61 | _-57.61%| comparable.
As at 31st March'21
: Reason for Variance
ee Ratio Numerator | Denominator | Current | Previous % | (incase of aoe for more
No Period Period | Deviation
than 25%)
1 [Current Ratio 1166.25 781.57 149 127 |_17.91% Not Applicable
2. |Debt-to-equity Ratio 375.02 399.31 0.94 ed | eaaitieg| “aprOved In profithad resuleed
favourable Debt equity ratio
Increases volume & improved
3. |Net profit Ratio 236.32 3,093.31 0.08 0.02 | 29.11%] profit had improved net profit
ratio.
4 |Debt Service Coverage Ratio 347.76 53.27 6.53 1.32 | ‘azarae | mbrevel BRITA had resulied
in healthy DSCR
Retum on Equity Ratio 236.32 399.31 059 0.25 | _133.37% Improved profit
[Improved operation had lead to
6 [Inventory Tumover Ratio 2,614.79 441.80 5.92 3.55 |  66.92%|improvement in Inventory
Turnover ratio.
7_ [Receivables Tumover Ratio 3,093.31 450.69 6.86 5.78 | 18.68% Not Applicable
[Improved operation had lead to
8 [Payables Turnover Ratio 2,613.64 424.22 6.16 4.00] 54.189%|improvement in payable
Turnover ratio.
9 [Net working capital tumover Ratio 3,093.31 384,68 8.04 945 | _-14.93% Not Applicable
[Improved profit had resulted in
10 [Retum on Capital employed Ratio 365.12 593.82 0.61 0.30 | 102.389%|higher return on capical
lemployed ratio
As at 31st March'20
? Reason for Variance
oe Ratio Numerator | Denominator | Current | Previous % | ancase of ee for more
No Period Period | Deviation
than 25%)
1 |Current Ratio 896.64 708.53 127 T32| 4.19% Not Applicable
2_[Deb-to-equity Ratio 426.11 162.76 2.62 242 [8.34% Not Applicable
[Due to market & increase in
3. |Net profit Ratio 41.28 1,778.08, 0.02 0.03 | -26.48%|interest cost, net profit had
reduced.
4 [Debt Service Coverage Ratio 116.36 67.68 172 2.07 | 17.11% Not Applicable
5_|Retum on Equity Ratio 41.28 162.76 0.25 0.31 | _-17.67% Not Applicable
[Improved operation had lead to
6 Inventory Tumover Ratio 1,569.87 442.76 3.55 2.81] — 26.18%|improvement in Inventory
Turnover ratio.
7_|Receivables Tumover Ratio 1,778.08 307.46 5.78 549 | ___5.33% Not Applicable
8_ [Payables Tumover Ratio 1,650.31 413.00 4.00 3.69 | 8.34% Not Applicable
Improved operation had lead to
9. |Net working capital turnover Ratio 1,778.08, 188.11 9.45 7.07 | 33.61%|improvement in Net working
capital Turnover ratio.
10 [Retum on Capital employed Ratio 110.40 363.38 0.30 o30[ 1.12% Not Applicable

 

 

 

 

 

 

 

 

231

 

 
VENUS PIPES & TUBES LIMITED

(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)

CIN NO. U74140GJ2015PLC082306

 

(29, Related Party Disclosure:

 

 

(A) List of Related Parties
(@ | Key Management Personnel
‘Name Designation

 

T Mr. Hemant R Shah

2 Mr. Mahesh H Puj

3 [Mr. Manoj Singh Jadoun

4 Mr. Dhruy Patel

5 Mr. Megharam $ Choudhary
6 |Mr. Jayantiram M Choudhary
7 |Mr. Arun Kothari

8 |Mr. Kailash Nath Bhandari

9 Mr. Pranay Ashok Surana

10 |Mrs. Komal Lokesh Khadaria
11 Mr. Shyam Agrawal

12 [Mr. Pavan Kumar Jain

(Director) (Upto 30.09.2021)

(Director) (Upto 30.09.2021)

(Director) (Upto 30.09.2021)

(Whole-time director) (w.e-f 14.09.2021)
(Whole-time director) (w.e.f 14.09.2021)
(Chairman & Non-executive director) (w.e.f 14.09.2021)
(Managing Director & CFO) (w.e.f 14.09.2021)
(Non-Independent director) (w.e.f 19.10.2021)
(Non-Independent director) (w.e.f 19.10.2021)
(Non-Independent director) (w.e.f 19.10.2021)
(Non-Independent director) (w.e.f 19.10.2021)
(Company Secretary) (w.e.f 14.09.2021)

 

 

 

Person having significant influence / control over the reporting entity or the relative of KMP

 

1_[Mrs. Payal Kothari

 

 

iy

Enterprises over which Key Managerial Personnel or their relatives or the person having significant influence / control
lover the reporting entity are able to exercise significant influence / control

 

 

T JAmbaji Import Pvt Ltd (Upto 30.09.2021)

2. | Ambaji Infracon Private Limited (Upto 30.09.2021)
3. |Ambaji Warehouse Park (Upto 30.09.2021)

4 [Asian Metal Industries - Ahmedabad

5 |Flotek Engineering

6 |K. M. Ferrometals Private Limited (Upto 15.02.2021)
7 [Mahesh Oil Industries (Upto 30.09.2021)

8 |PK Enterprise

9 |Rajeshwar Steel (Gujarat) Pvt Ltd (Upto 25.05.2021)
10 |S.J Enterprise (Upto 30.09.2021)

11 |Sovox Renewables Pvt Ltd

12 |Sunshine Enterprises

13 |Sunshine Liquid Storage Pvt Ltd (Upto 30.09.2021)
14 |Syndicate Enterprises LLP

15 | Vardhman & Co. (Upto 30.09.2021)

16 | Venus Enterprises

17 | Asian Metal Industries - Gandhidham

18 |Dwarka Metal Corporation

19 [Metal Industrial Corporation

20 | Venus Pipes & Tubes,

21] Venus Metal Industries

22 |Godavari Metal Corporation

23 |Kamlesh Metal and Tubes LLP

 

 

 

 

232
 

 

during the period: (Zin Million)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ine significant i ang | Entities over KMP or their relatives or the person having significant
KMP Person having significant influence / control over the reporting Gane aera a arti nee
ti i entity or the relative of KMP nee
Description of the nature of the transactions significant influence / control
Apr2i wo ‘Apri to : Apr2i to : :
noi 2020-21 2019-20 2018-19 vey 2020-21 2019-20 2018-19 nes i 2020-21 2019-20 2018-19
[Purchase of goods/services

T JAmbaji Import Pvt Lid - - 21.00
2 | Venus Enterprise 7 2 az - = . s 2 2 27.36 94.64 837

3 Sunshine Liquid Storage Pvt Lid a 3 - = : = 2 : (29.00) 19.00 5

4 |s.1. Enterprise : : : - - - - - - - 6.44 -
5 |KM Ferrometals Pvt Lid 7 2 az - = . s 2 2 76.94 95.59 72.32
6 | Syndicate Enterprises LLP a 3 - = : = 2 : 0.18 173.02 23.52

7 |Asian Metal Industries, Ahmedabad - : * 2 : z s , . : 18.16 f
8 |P K Enterprise 7 2 _ - = ° s 2 29.60 67.95 105.48 70.02
9 |Flotek Engineering a 3 - = : = 2 89.73 é 0.04
10 [Asian Metal Industries, Gandhidham - : * 2 : z s , 210.61 205.89 141.42 43.43
11 |Dwarka Metal Corporation : . : ° 7 * 2 91.95 8250 13057 7214
12 [Metal Industrial Corporation i 3 2 a 2 ol 0.72 178 155
13 | Venus Pipes & Tubes - : * 2 : z s , os1 3.30 153

Il, [Purchase of Fixed Assets
1 ]KM Ferrometals Pvt Lid : 2 : - z = : i : 024 187
2 Asian Metal Industries, Ahmedabad : : . : ° 7 : 2 . 187 0.18 058
3 Asian Metal Industries, Gandhidham z 3 s 3 : z 2 137 0.88 1.29 0.69
IIL, |Sale of goodsiservices

T | Venus Enterprise : E S z 3 : z E z 37.56 4.61 aa2
2. |Mahesh Oil Industries 7 x 2 . z . 7 x = 0.62 0.00

3 |s.1. Enterprise = x a : s : ‘ 3 72.78 4253 36.73 a
4 |KM Ferrometals Pvt Lid z 3 3 a s 2 2 z 127.73 273.07 115.46
5 Asian Metal Industries, Ahmedabad 7 x 2 . z . 7 x 0.88 11.80 2.96 11.32

6 [PK Emterprise : x a - s : ‘ 3 25.98 75.25 2.33 s
7 | lotek Engineering : - : - - - - - - 151 07 1.92
8 | Asian Metal Industries, Gandhidham 7 x 2 " Z . . : 16.78 9.30 6.18
9 | Dwarka Metal Corporation : x a - s : ‘ 3 28.86 46.44 5.24
10 [Metal Industrial Corporation : - : - - - - - 14.00 5.66 15.82 893
11 | Venus Pipes & Tubes 7 2 az . = ° s 2 7.09 1.50 021 240

12 | Venus Metal Industries = x a 2 s : 3 si s 0.05 a
13 |Godavari Metal Corporation : - : - - - - - - - 0.22 047

14 |Kamlesh Metal and Tubes LLP 7 2 z - = . s 2 0.10 - = 2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

233
 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

pe ag | Entities over KMP or their relatives or the person having significant
es Person having significant influence / control over the reporting Sie enue reer
Description of the nature of the transact any ox the relative of AM significant influence / control
2020-21 2019-20 2018-19 Spe2tte 2020-21 2019-20 2018-19 pen zete 2020-21 2019-20 2018-19
Dec'21 Dec'21
TV, [Expenses Incurred
1 |Sunshine Enterprises 7 5 7 = z : : 0.350 a0 7
2 | Sunshine Liquid Storage Pvt Ltd x z s 5 . 2 2 3.42 < :
3. Jayantiram Choudhary 0.03 - - - - - - - - - . :
4 [Arun Kothari 0.92 2 a - < = = - - - . :
5 |Megharam Choudhary 074 x z 3 2 : 3 Z 5
6 |Dhruv Patel 0.74 - - - - - - - - . . :
Kailash Nath Bhandari 0.03 2 a - < = = - - - . :
8 |Pranay Ashok Surana 0.04 5 3 2 : z x s 2 2 2 .
9 Komal Lokesh Khadaria 0.04 - - - - - - - - : : :
10 |Shyam Agrawal 0.03 2 a - < = = - - - . :
11 [Pavan Kumar Jain 0.32 5 3 2 : z x s 2 2 2 .
‘Receipt/(Payment) of Unsecured Loan
T [Ambaji Import Pvt Lid = 3 = z = = z E Taam Cay 370 z
2 [AmbajiInfracon Pvt Lid - - - - - - - - 473 - 1.10 04
3 [Ambaji Warehouse Park 2 3 e s . : = 3 37.10 25.12 (9.40) 9.40
4 |Dhruv M Patel 24) 2.24 250) 2.50 = 2 x 5 2 i 3
5 [PK Emerprise : : : : - - - - (2053) 30.65 652 52.31
6 [Payal Kothari A 2 z = (0.40) : = 040 2 . : :
7 |ovox Renewables Pvt Lid x 5 : 7 S : z 3 (4.00) 4.00 a
8 | Sunshine Enterprises - - = 2 ri - - - (4.28) 4.28 - :
9 |Asian Metal industries, Gandhidham A 2 z = 3 . = 3 (23.96) 23.96 . 2

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

234

 
VENUS PIPES & TUBES LIMITED
(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)
Annexure - V Notes to the Restated Financial Statements

30. Financial Instruments

(a) Financial risk management objective and policies

This section gives an overview of the significance of financial instruments for the company and provides additional information on the balance sheet. Details of significant accounting policies,
including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognized, in respect of each class of financial asset, financial liability and equity
instrument,

 

Financial Instruments - Accounting Classification and Fair Value Measurements

 

‘The fair value of the financial
liquidation sale

sets and liabilities are included at the amount at which the instruments could be exchanged in a current transaction between willing parties, other than in a forced or

‘The following methods and assumptions were used to estimate the fair values:
1. Fair value of cash and short terms deposits, trade and other short receivables, trade payables , other current liabilities , short term loans from banks and other financial institutions approximate
their carrying amounts largely due to the short term maturities of these instruments

 

2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on parameter such as interest rates and individual credit worthiness of the counterparty. Based
on this evaluation, allowances are taken to account for the expected losses of these receivables,

‘The company uses the following hierarchy for determining and disclosing the fair value of financial instruments by valuation technique:
Level: 1 Quoted (unadjusted) prices in active markets for identical assets or liabilities.

Level 2 Other techniques for which all inputs which have a significant effect on the recorded fair value are observables, either directly or indirectly
Level 3 Techniques which use inputs that have a significant effect on the recorded fair value that are not based on observable market data

iti

 

Financial assets and liabi

 

‘The accounting classification of each category of financial instruments, and their carrying amounts, are set out below:

As at 31 December, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in Million)
Financial assets FVTPL* FvTocr* Amortized Cost —
Trade Receivables : = TARAS TADS
Cash and cash equivalents - - 0.39 0.39
Bank balances other than cash and cash equivalents = _ 72.85 72.85
Other Non-Current Financial Assets 7 . 16.29 16.29
Other Current Financial Assets 2 g 7a2 742
7 5 338.08 0.88
Financial liabilities FVIPL Fvroct Amortized Cost —
Non current borrowings Te3.16 163.16
Current borrowings 2 7 236.90 236.90
‘Trade payables zs = 523.94 523.94
Creditors for Capital Goods \ Services - - 057 057

Interest accrued but not due on borrowings - : : :
Obligation under Lease Payable 7 . 3.36 3.36
7 7 7,027.93 1027.93,

As at 31 March, 2021

(in Million)
Financial assets FVTPL FvToct Amortized Cost Desi!
“Trade Receivables 350.69 750.69
Cash and cash equivalents - . 0.69 0.69
Bank balances other than cash and cash equivalents 43.86 43.86
Other Non-Current Financial Assets - - 13.18 13.18
Other Current Financial Assets = _ 25.57 2557
z z 333.99 333.99
Financial liabilities FVTPL FvToct Amortized Cost ee
Non current borrowings : 5 18489 18489
Current borrowings - - 190.13 190.13
Trade payables 2 7 424.22 424.22
Creditors for Capital Goods \ Services ts 1.13 1.13
Interest acerued but not due on borrowings - - 0.22 0.22
Obligation under Lease Payable = _ 3.90 3.90
z : 304.50 30450

 

 

236
 

 

[(C) Outstanding with the related parties at the end of the period:

(Zin Million)

 

 

Person having significant influence / control over the reporting

Entities over KMP or their relatives or the person having significant

 

 

 

 

 

 

 

 

 

 

 

 

a 5 KMP i influence / control over the reporting entity exercise
Description of the nature of the transacti entity *
significant influence / control
3112.21 31.03.21 31.03.20 31.03.19 31.12.21 31.03.21 31.03.20 31.03.19 3112.21 31.03.21 31.03.20 31.03.19
[Amount Due from related parties (Dr)
1 ]S.J. Enterprise - ~ - = - - - - - 32.49) 5.75 -
2 |Flotek Engineering - - - - - - - - - 2.38 0.37 0.36
3 [Mahesh Oil Industries - - - - - - - - - - 0.01 0.01
4 |KM Ferrometals Pvt Ltd - - - - - - - - - - 92.40 s
5 | Venus Enterprise - - - - - - - - - - - 858
6 | Ambaji Warehouse Park - - - - - - - - - - 5.11
7 |Sunshine Liquid Storage Pvt Ltd 8 a = z 3S s ¥ = : 2 414 28.26
8 |Rajeshwar Steel (Gujarat) Pvt Ltd - : * < F z = s - - 4.66 4.34
9 |Ambaji Import Pvt Ltd a = ‘2 2 2 . = 2 . : 2 3.10
10 | Asian Metal Industries, Gandhidham - - - - - - - - 38.89 26.82 14.36 2.46
11 |Dwarka Metal Corporation - - - - - - - - 6.30 14,77 1.43 -
12 [Metal Industrial Corporation 5 = #2 = 2 . = 2 3.36 0.15 1.63 4.07
13 | Venus Pipes & Tubes - - - - - - - - - - - 1.05
14 |Kamlesh Metal and Tubes LLP - - - - - - - - 0.12 - - -
Ti, [Amount Due to related parties (Cr)
1 JAsian Metal Industries, Ahmedabad ~ - * - 2 = = 095 234 ia7
2 |Venus Enterprise - - - - - - - - - - 22.91 -
3. |Syndicate Enterprises LLP x 5 z 2 s : 2 Z Z s 16.93 18.68
4 |Sunshine Enterprises - - - - - - - - 6.73 0.27 0.27
5 [KM Ferrometals Pvt Ltd = » 7 4 . 3 : 2 . 2 ‘ 45.41
6 [Ambaji Import Pvt Ltd - - - - - - - - - 13.30 17.90 3
|Ambaji Warehouse Park . * - e 7 " = - 25.12 - 9.40
8 |Vardhman & Co, 2 x a 4 7 2 : 2 2 0.38 0.38 0.38
9 | Ambaji Infracon Pvt Ltd - - - - - - - - - 154 1.54 0.44
10 [Sunshine Liquid Storage Pvt Led - - - - - - - - 1.28 - 19.00 -
11 |Sovox Renewables Pvt Ltd - - - - - - - - - 4.00 2 2
12 |P K Enterprise - - - - - - - - 5.47 20.53 72.76 52.31
13 |Dhruy M Patel - 2.24 - 2. - % ‘ z s - = :
14 [Payal Kothari - - - - - 0.40 0.40 0.40 = 2 s
15 |Dwarka Metal Corporation - - - - - - - - - - 97.95
16 | Metal Industrial Corporation : = . 7 “ s z _ = :
17 |Verus Pipes & Tubes - - - - - - - - - 244 3 3
18 |Flotek Engineering - - - - - - - - 11.79 - - -
19 |Jayantiram Choudhary 0.03 - - . - ° “ z s - = :
20 | Arun Kothari 0.29 - - ss = : : = : 2 z 3
21 |Megharam Choudhary 0.23 - - : F z - - - - - -
22 |Dhruv Patel 0.2: - - : - ° z s - 7 :
23 | Kailash Nath Bhandari 0.03 - - ss = : : = : 2 z 3
24 |Pranay Ashok Surana 0.04 - - : F z - - - - - -
25 |Komal Lokesh Khadaria 0.04 - - = : . _ 2 . = 2 3
26 |Shyam Agrawal 0.03 - - - = : = : 2 z 3
27 \Pavan Kumar Jain 0.04 - - : F z - - - - - -

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

235

 
(b)

As at 31 March, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in Million)
Financial assets FVIPL FvToct Amortized Cost Ce
Trade Receivables zi = 307.46 307.46
Cash and cash equivalents : = 3.50 3.50
Bank balances other than cash and cash equivalents E g 50.04 50.04
Other Non-Current Financial Assets - = 20.46 20.46
Other Current Financial Assets - . 0.12 0.12
i = Bese Bose
Financial liabilities FVIPL FvToct Amortized Cost eh Se
Non current borrowings = 5 185.85 185.85
Current borrowings E g 240.26 240.26
‘Trade payables - - 413.00 413.00
Creditors for Capital Goods \ Services - . 0.22 0.32
Obligation under Lease Payable 455 455
z : 33.98 33.98
As at 31 March, 2019
(Zin Million)
Financial assets FVIPL FvToct Amortized Cost ee
“Trade Receivables = = 216.29 216.29
Cash and cash equivalents = = 2.84 2.84
Bank balances other than cash and cash equivalents 2 g 15.19 15.19
Other Non-Current Financial Assets - - 2.55 2.55
Other Current Financial Assets 2 . 10.88 10.88
i = 2775 2775
Financial liabilities FVIPL FvToct Amortized Cost —
Non current borrowings z = 1201 T4401
Current borrowings - - 150.18 150.18,
‘Trade payables = = 324.56 324.56
Creditors for Capital Goods \ Services : . 052 052
7 = 19.27 19.27

*EVTPL ,ie., fair value through profit & loss

 

 

**EVTOCI ,.e., fair value through other comprehensive income

FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES:

‘The Company's principal financial liabilities, other than derivatives, borrowings, comprise trade and other payables and advances from Customers. The Company’s principal financial assets
include Investment, loans and advances, trade and other receivables and cash and bank balances that derive directly from its operations, The Company is exposed to market risk, credit risk and
liquidity risk. The Company’s senior management oversees the management of these risks. The Board of Directors reviews and agrees policies for managing each of these risks, which are

summarized below

Market Risk

Market risk is the risk that the fair value of future cash flows of a financial assets will fluctuate because of changes in market prices. Market risk comprises three types of risk: interest rate risk,
currency risk and other price risk, such as equity price risk and commodity risk. The company monitors the risks arising out of long term debt on a regular basis with the help of the treasury team.

Further the company may enter into derivatives if the exposure arising out of these risks exceeds significantly.

Interest Rate Risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. Company has interest rate risk exposure mainly
from changes in rate of interest on borrowing & on deposits with bank/financial i

Interest Rate Risk Exposure

stitutions,

 

‘The Exposure of the company to change in interest rate at the end of reporting periods are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars 31-12-2021 | 31-03-2021 | 31-03-2020 | 31-03-2019
Financial Assets
Fixed Rate FD/Margin Money 35.90 8222 7050 2851
[Financial liabilities
Variable Rate Borrowings 237.97 257.46 273.26 183.38
Fixed Rate Borrowings 150.58 19.01 25.16 26.06
[Total 388.55, 276.48 298.43 209.43
Sensitivity
Profit & loss is sensitive to higher/lower interest expense from borrowing as a result of change in interest rate
Impact on profit

Particulars pact on pre

31-12-2021 | 31-03-2021 [31-03-2020 [31-03-2019
Interest Rate increase by 100 basis points (2.38)| 57) (2.73)| (1.83)}
Interest Rate decrease by 100 basis points 2.38 257 273 1.83

 

 

 

 

 

 

 

237
Foreign Currency Risk

Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in foreign exchange rates. The Company's exposure to the risk of changes
in foreign exchange rates relates primarily to the Company’s operating activities (when revenue or expense is denominated in a foreign currency). The company monitors the risks arising out of
same on a regular basis with the help of the treasury team. Further the company may enter into derivatives if the exposure arising out of these risks exceeds significantly.

As on period end date, summary of the foreign exposure outstanding is as under.

‘As at 31 December 2021 As at 31 March 2021,
Financial assets Festal Financial assets een
liabilities liabilities
usp 121 0.22 0.69 0.92
Equivalent INR 90.26 16.26 50.91 6773
Euro - - 0.233 -
Equivalent INR 2 7 28.79 .
‘As at 31 March 2020 As at 31 March 2019
Financial assets Mianeial Financial assets ional
usp liabilities liabilities
Equivalent INR 0.09 0.02 024 0.03
7.04 Las 23.57 227
cpp zs = 0.19 3
Equivalent INR e Z 17.22

 

‘The Company’s exposure to foreign currency arises where the company holds monetary assets and liabilities denominated in a currency different to the functional currency, with US dollar, Euro
& GBP being the non-functional currency. The value of a financial instrument may change as a result of changes in the interest rates, foreign currency exchange rate, liquidity and other market

changes.

 

  

‘The results of Company’s operations may be affected largely by fluctuations in the exchange rates between the Indian Rupee against the US dollar, Euro & GBP. The foreign exchange rate
sensitivity is calculated by the aggregation of the net foreign exchange rate exposure with a simultaneous parallel foreign exchange rates shift in the currencies by 10% against the functional
currency of the Company.

Sensitivity analysis is computed based on the changes in the income and expenses in foreign currency upon conversion in to functional currency, due to exchange rate fluctuations between the
previous reporting period and the current reporting period.

 

 

 

 

 

 

 

 

 

 

 

 

Effect on profit before tax
Particulars Currency | Chaneein E
rate and pre-tax equity

BiDec2i

usp +10% 7.40
Based on YOY change between Dec21 & FY21 as ps rea
Bi-Mar2i

usD +10% (1.68)

usb 10% 1.68
Based on YOY change between FY20 & FY21 toe eee sa

EUR 1096 2.28)
Bi-Mar20

usp +10% os9
Based on YOY change between FY19 & FY20 tee nuke sal
Bi-Mari9

usp 10% 213

“10% 2.13

Based on YOY change between FY18 & FY19 ge Re eo)

GBP 10% (72)
Credit Risk

Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk from its
operating activities (primarily trade receivables). Company deals with reputed manufactures hence chances of credit risk is minimized to that extent. Further part portion of the order is taken in
advance, hence credit risk is already mitigated to that extent

 

 

 

 

 

Less than More than 1 More
‘As at December 31, 2021 hin Year & less than 3
than 3 Year Year
Gross canying amount 7a7AT 1498 37
Expected credit losses (Less allowance provision) (0.15) (0.17) G17)
Carrying amount of trade receivable (net of loss allowance) 727.32 1481 0.00
‘More than 1 More
‘As at March 31, 2021 ten Pent Year & less than 3
ar than 3 Year Year
Gross canying amount 28.79 22.91 9.98
Expected credit losses (Less allowance provision) (0.48) 051) (9.8)
Carrying amount of trade receivable (net of loss allowance) 428.30 22.39 0.00

 

238
 

‘More than 1 More

 

 

 

 

 

 

 

 

 

 

 

 

[As at March 31, 2020 Tess thant Year & less than 3

- than 3 Year Year
Gross canying amount 300.55 692 6.05
Expected credit losses (Less allowance provision) (0.00) (oi) (6.05)
Carrying amount of trade receivable (net of loss allowance) 300.55 691 0.00

‘More than 1 More

[As at March 31, 2019 ee Year & less than 3

aul than 3 Year Year
Gross canying amount 213.82 2.47 14.25
Expected credit losses (Less allowance provision) (1425)
Carrying amount of trade receivable (net of loss allowance) 213.82 247 0.00

Reconciliation of loss allowance provision : Trade Receivables

Toss allowance on 31st March 2018 @0.86)
Changes in los allowance (Net) 6.60
Loss allowance on 31st March 2019 425)
Changes in los allowance (Net) 8.20
Toss allowance on 31st March 2020 6.06)
Changes in loss allowance (Net) (492)
Loss allowance on 31st March 2021 (0.98)
Changes in los allowance (Net) 749
Toss allowance on 31st December 2021 G49)

 

‘Trade Receivables

Customer credit risk is managed by each business unit subject to the Company's established policy, procedures and control relating to customer credit risk management. Outstanding customer
receivables are regularly monitored. An impairment analysis is performed at each reporting date for outstanding customers.

Financial Instruments and Cash Deposits

Credit risk from balances with banks and financial institutions is managed by the Company’s treasury department in accordance with the Company's policy. Investments of surplus funds are made
only with approved authorities. Credit limits of all authorities are reviewed by the Management on regular basis.

Liquidity Risk

‘The Company monitors its risk of a shortage of funds using a liquidity planning tool. The Company's objective is to maintain a balance between continuity of funding and flexibility through the
use of bank overdrafts, Letter of Credit and working capital limits,

 

‘As at December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars
‘<i year 1-3 Years 35 Years >5 Years Total

Non - Current
Borrowings - 51.65 1151 - 163.16
Obligation under Lease Payable - 1.97 0.58 - 258
Current
Borrowings 336.90 : - - 336.90
‘Trade Payable 523.94 : - - 523.94
Creditors for Capital Goods \ Services 057 - - - 057
Interest accrued but not due on borrowings - - - - -
Obligation under Lease Payable 0.81 - - - 081

Total 862.22 53.62, 112.09 = 1,027.93

; ‘As at March 31, 2021,
Particulars
<i year 1-3 Years 35 Years 35 Years Total

Non - Current
Borrowings - 74.67 110.21 - 184.89
Obligation under Lease Payable - 1.79 1.38 - 317
Current
Borrowings 190.13 : - - 190.13
‘Trade Payable 424.22 : - - 424.22
Creditors for Capital Goods \ Services 113 : - - 1.13
Interest accrued but not due on borrowings 0.22 : - : 0.22
Obligation under Lease Payable 0.74 : - - 0.74

Total 616.44 76.46 111.59 = 804.50

 

 

 

 

239
 

‘As at March 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Particulars
<I year 1-3 Years 3.5 Years >5 Years Total
Non - Current
Borrowings - 5254 133.31 - 185.85
Obligation under Lease Payable - 187 2.33 - 3.90
Current
Borrowings 240.26 : - - 240.26
‘Trade Payable 413.00 : - - 413.00
Creditors for Capital Goods \ Services 0.32 - - - 0.32
Obligation under Lease Payable 0.65 - - - 0.65
Total 654.23, 54.11 135.64 = 843.98
‘As at March 31, 2019)
Particulars
‘<i year 1-3 Years 3-5 Years >5 Years Total
- 35.73 104.88 3.40 144.01
Current
Borrowings 150.18 : - - 150.18
‘Trade Payable 324.56 : - - 324.56
Creditors for Capital Goods \ Services 0.52 : - - 0.52
Total 475.26 35.73 104.88 3.40 619.27

 

 

 

 

240
VENUS PIPES & TUBES LIMITED
(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)
Annexure - V Notes to the Restated Financial Statements

31 Disclosure pursuant to Ind AS 12 "Income taxes”

The major components of income tax expense for the nine months period ended 31 December 2021, year ended 31 March 2021 , 31 March 2020 and 31 March 2019:

 

 

 

Particulars 31Dec2i 31-Mar-21 [31-Mar-20 [ 31-Mar-19
[Profit and (loss) section:
Current tax :
Current income tax charge 78.81 78.25 15.30 12.92
Current Tax Expense of Earlier Year - 1.39 0.57 -
Deferred tax :
Relating to origination and reversal of temporary differences 2.28 (6.46) 77 (0.96)
Income tax reported in the statement of profit and loss 81.09 23.18 23.58 11.96

 

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate for 31 December 2021, 31 March 2021, 31 March 2020 and 31 March 2019:
Particulars 31-Dec2i 31-Mar-21 [31-Mar-20 [31-Mar-19
[Accounting profit before tax from continuing operations 317.04 309.51 64.86 49.46)
Statutory Income Tax Rate 25.17%] 25.17%| 25.17%] 27.82%|
[Tax at Statutory Income Tax Rate 79.79 77.90 16.32 13.76
[Tax Effects of:
inadmissible expenses or expenses treated separately 425 651 6.03 5.64
Allowable Expense (5.23) (6.16) (7.05) (6.48)
|Current ‘Tax Expense of Earlier Year - 1.39 0.57 -
Deferred Tax 2.28 (6.46) (0.96)
[Tax as per Statement of Profit and Loss 81.09 73.18 11.96

 

32 Capital Management

The Company considers the following components of its Balance Sheet to be managed capital:
1. Total equity — Share Capital, Retained Profit/ (Loss) and Other Equity
2. Working capital.

The Company manages its capital so as to safeguard its ability to continue as a going concern. The capital structure of the Company 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 Company considers the amount of capital in proportion to risk and manage the capital
structure in light of changes in economic conditions and the risk characteristics of the underlying assets.

The Company's policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditor, and market confidence and to sustain future
development and growth of its business. The Company's focus is on keeping strong total equity base to ensure independence, security, as well as a high financial flexibility for
potential future borrowings, if required, without impacting the risk profile of the Company. The Company will take appropriate steps in order to maintain, or if necessary adjust, its

capital structure.

The management monitors the requirement of capital to meet the operational cost of the company from time to time and infuse the capital through sub-ordinate debt, which is

classified as other equity.

 

 

 

 

 

 

 

Asat ‘Asat As at ‘Asat
‘Summary of quantitative data of the capital of the company December 31, March31,  March31, March 31,
2021 2021 2020 2019
Equity - Issued and paid up capital 152.22 87.33 87.33 87.33
Other Equity -Sub-ordinate debts 1,052.58 311.99 75.43 34.41
TOTAL 1,204.80 399.31 162.76 174
33. CSR Expenditure:
Details of CSR expenditure is as below:
Particulars Apr'21-Dec'21 | _ 2020-21
fa) Amount unspent for previous years - =
b) Gross amount required to be spent by the company during the period 2.06 0.89
[Total amount to be spent 2.06 0.89
}c) Amount spent during the period:
i) Construction/acquisition of any asset 2 =
ii) On purposes other than (i) above - 0.94
1d) Closing Unspent Amount 2.06 :

 

 

 

 

 

 

34 Transition to Ind AS

The accounting policies set out in Note 1 of Annexure V have been applied in preparing the Restated financial information for the nine months period ended 31 December 2021,
years ended 31 March 2021, 31 March 2020 and 31 March 2019. The Company has followed the same accounting policy choices (both mandatory exceptions and optional
exemptions availed as per Ind AS 101) as initially adopted on transition date i.e. 1 April 2019 while preparing Restated Financial Information for the year ended 31 March 2019.

Accordingly, suitable restatement adjustments are made in the financial statements as of and for the year ended 31 March 2019 and April 1, 2018. An explanation of how the

transition from Previous GAAP to Ind AS has affected the Company's Restated Financial Information

241

 

et out in the following tables and notes.
Exemptions and exceptions availed

In preparing Restated Financial Information, the Company has applied the below mentioned optional exemptions and mandatory exceptions

 

 

 

   

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

A.1__ Ind AS optional exemptions :
A.L1_ Revenue from contracts with customers
When applying Ind AS 115 retrospectively, Ind AS 101 permits a first-time adopter an option not to restate completed contracts that begin and end within the same annual reporting
period,
A2__ Ind AS mandatory exceptions :
A21 Estimates
‘An entity's estimates in accordance with Ind ASs at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous GAAP
(after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error
Ind AS estimates are consistent with the estimates as at the same date made in conformity with previous GAAP.
The Company made estimates for the following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP:
a) impairment of financial assets based on expected credit loss model,
22. De-recognition of financial assets and liabilities
IND AS 101 requites a first time adopter to apply the de-recognition provisions of IND AS 109 prospectively for transactions occurring on or after the date of transition to IND AS.
However, IND AS 101 allows a first time adopter to apply the de-recognition requirements in IND AS 109 retrospectively from a date of the entity's choosing, provided that the
information needed to apply to IND AS 109 to financial assets and financial liabilities detecognised as a result of past transactions was obtained at the time of initially accounting for
those transactions.
The Company has elected to apply the de-recognition provisions of IND AS 109 prospectively from the date of transition to IND AS.
A23 Classification and measurement of financial assets
Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of the facts and circumstances that exist atthe date of transition to Ind AS.
B__ The reconciliation of net profit reported in accordance with Indian GAAP to total comprehensive Income in accordance with Ind AS is given below
Particulars Period Ended | Period Ended | Period Ended on
on 31.03.2021 | on 31.03.2020 | 31.03.2019
[Net Profit for the period under Previous Indian GAAP 236: 34:76 30.62
[Addi (Less): Preliminary Expenses 2 0.99 0.99
[Addi (Less): Gratuity Provision : (053) (0.69)
[Addi (Less): Leave Encashment Provision E (0.03) (0.03)
[Addi (Less): ECL. Provision written back 2 8.20 6.60
[Addi (Less): Depreciation on Assets RTU : (0.82) =
[Addi (Less): Interest Expenses on Lease Liability E (0.63) 2
[Add (Less): Interest Expenses on Income-Tax 2 (2.70) 5
[Addi (Less): Tax Expenses : 2.04 =
[Net Profit for the period under Ind As 236.32 41.28 37.50
[Other Comprehensive Income
[Addi (Less): Re-measurement of defined benefit plans O31 O34) =
[Addi(Less): Deferred Tax Effecs (0.08) 0.09 S
[Total Comprehensive Income under Ind As 236.56 41.02 37.50
Reconciliation of Other Equity between previous GAAP and Ind As
i Period Ended | Period Ended Period Ended] As At
Particul 04,
arweulars on 31.03.2021 | on 31.03.2020 | “8 At 1-4-2019 | 0134 93.2019) 01.04.2018
[Other Equity under previous GAAP 311.99 53.34 33.34 22.72
[Addi (Less): Preliminary Exp. 2.97) G96) (6.96) (495)
[Addi (Less): Gratuity Provision 2 (35) (0.69) (0.69) 2
[Addi(Less): Leave Encashment : (0.07) (0.03) (0.03)
[Addi(Less): ECL Provision - 6.06) (1425) 04.25) (20:86)
[Addi (Less): Depreciation on Asset (RTU) Ale 2 (0.82) s z 2
[Addi (Less): Interest expense on lease liabilities ATC : (0.63) : : :
[Other Equity under Ind As 311,99 75.43 34a 344i G09)
35 Other Notes
35.1
Particulars BDecdi | 3tMar-2i_[ 31-Mar-20 | 31-Mari9
Rs inmn Rsinmn | Rsinmn | Rsinmn
A Direct'Tax
TDS Demand 14 083 0.8
B Duty on Import against Advance licenses for Export obligation 289.64 270.40 69.80 34.10
35.2. Significant events that have occurred during the current reporting period i.e. April 21- Dec-21:-

{) Company has increased authorized capital from Rs. 10,00,00,000/- (Rupees Ten Crore only) divided into 1,00,00,000 (One Crore ) Equity shares of Rs. 10/- each to Rs.
20,00,00,000/- (Rupees Twenty Crore only) divided into 2,00,00,000 (Two Crore) Equity shares of Rs. 10/- each vide resolution dated August 16, 2021

 

ii) Company had issued and allotted 43,66,350 (Forty Three Lakh Sixty Six Thousand Three Hundred and Fifty) bonus equity shares in the ratio of 0.5:1 bonus share of face value of Rs
10 each held by the member as on September 10, 2021, as approved by the members at the Annual general meeting held on 10th, September,2021. All shares are fully issued (No
shares are allotted in Fraction).The bonus has been issued on September 10, 2021 by capitalizing the sum of Rs 4,36,63,500/-( Four Crores Thirty Six Lakhs Sixty three ‘Thousand and
Five Hundred only) from and out of free reserve. In term of IND AS -33, Earning per share of current period and previous periods have been adjusted for bonus shares issued in
current financial year.

iii) The Board of Directors and the shareholders in the meeting held on October 01, 2021 and October 19,2021 respectively have approved to offer and issue up to 21,22,960(Twenty

One Lakh Twenty Two Thousand Nine Hundred Sixty) Equity Shares at a premium of Rs.270/- each aggregating upto Rs.59,44,28,800/- (Rupees Fifty Nine Crore Forty Four Lakhs
Twenty Eight Thousand and Eight Hundred Only) on a private placement basis.

242
VENUS PIPES & TUBES LIMITED
(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)
Annexure - VI Notes on adjustments and regroupings to audited financials statements in Million)

Part-A Statement of Restatement Adjustments to Audited Financial Statements

The reconciliation of net profit reported in accordance with Indian GAAP to total comprehensive Income in accordance with Ind AS is given below

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

nan NoteNo | Petiod Ended on | Period Ended on] Period Ended
31.03.2021 31.03.2020 _| on 31.03.2019
[Net Profit for the period under Previous Indian GAAP 236.32 34.76 30.62
[Add/(Less): Preliminary Expenses I E 0.99 0.99
[Addi(Less): Gratuity Provision 5 : (053) (0.69)
[Add/(Less): Leave Encashment Provision z (0.03) (0.03)
[Add/(Less): ECL Provision written back 3 z 8.20 6.60
[Add/(Less): Depreciation on Assets RTU 1 Z (0.82) z
[Add/(Less): Interest Expenses on Lease Liability = (0.63) =
[Addi/(Less): Interest Expenses on Income-Tax = : (2.70) 5
Addi(Less): Tax Expenses ° = 2.04 =
[Net Profit for the period under Ind As 236.32 41.28 37.50
[Other Comprehensive Income
[Add/(Less): Re-measurement of defined benefit plans 6 O31 (G34) :
[Add/(Less): Deferred Tax Effects 7 (0.08) 0.09 :
[Total Comprehensive Income under Ind As 236.56 41.02 37.50
Reconciliation of Other Equity between previous GAAP and Ind As
Seine Noteno | Petiod Ended on | Period Endedon| As At | Period Ended on] As At
31.03.2021 31.03.2020 | 01.04.2019 | 31.03.2019 | 01.04.2018
[Other Equity under previous GAAP 311.99 8753 53.34 53.34 22.72
[Addi/(Less): Preliminary Exp. T : @37) 36) 6.36) (4.95)
[Add/(Less): Gratuity Provision 3 z (55) (0.68) (0.69) -
[Add/(Less): Leave Encashment : (0.07) (0.03) (0.03) :
[Add/(Less): ECL Provision 3 s (6.06) 4.25) (14.25) (20.86)
[Add/(Less): Depreciation on Asset (RTU) Ale Z : (0.82) : : :
[Addi(Less): Interest expense on lease liabilities Ac s (0.63) = s :
JOther Equity under Ind As 311.99 75.43 3441 Ea 6.09)

 

 

 

 

 

 

 

1 Preliminary Expenses written off

Under Ind AS, preliminary expenses has been charged off to Profit & Loss account as and when it is incurred. Under previous GAAP, preliminary expenses has been shown
as other current assets and amortized in Profit & Loss account over the period of five years.

2 Gratuity Provision & Leave Encashment
Gratuity Provision & Leave Encashment provision has been provided in the respective years based on actuarial valuation certificate.

3. Allowance for Doubtful Debts

Under Ind AS, expected life time credit provision is made on trade receivables. Under previous GAAP, the provision for doubtful debts was made using ageing analysis and
an individual assessment of recoverability.

4 Right of Use Assets & Lease Liability

Under Ind As, Right of use asset is recognized and measured at cost, consisting of initial measurement of lease liability plus any lease payments made to the lessor at or
before the commencement date less any lease incentives received, initial estimate of the restoration costs and any initial direct costs. The lease liability is measured in
subsequent periods using the interest rate implicit in the lease, if that rate can be readily determined. If that rate cannot be readily determined, the lessee’s incremental
borrowing cost. Under Previous GAAP, there is no requirement to create Right of use assets and lease liability and rent paid for lease assets has been charged to Profit &
Loss Account.

5 _ Interest Expenses on Income-Tax & Tax Expenses
Interest Expenses on Income-Tax & Tax Expenses has been charged to the year in which it is incurred.

6 Re-measurement of defined benefit plans

Both under Indian GAAP and Ind-AS, the company recognized costs related to its post-employment defined benefit plan on an actuarial basis. Under Indian GAAP, the
entire cost, including actuarial gains and losses, are charged to profit or loss. Under Ind-AS, re-measurements [comprising of actuarial gains and losses excluding amounts
included in net interest on the net defined benefit liability and the return on plan assets excluding amounts included in net interest on the net defined benefit liability] are
recognized immediately in the balance sheet with a corresponding debit or credit to retained earnings through OCI. Further, under Ind AS, past service cost is recognized as
expense when the plan amendment occurs while under previous GAAP, the same was recognized as expense on a straight-line basis over the average period until the benefits
become vested.

244

 
35.3

35.4
@

a),

35.5

35.6

35.7

35.8

35.9

35.10

35.11

‘The Company has taken portion of factory land under operating lease or rental agreements. Effective Ist April, 2019, the company has adopted Ind AS 116 and applied to its leases,
retrospectively, with the cumulative effect of initially applying the standard on the date of initial application (April 01, 2019). Accordingly, the Company has not restated comparative
information and recognized right-of-use assets at an amount equal to the lease liability. Refer Note 2 for details of right-of-use assets and Note 13.1 for details of Lease Liability.
Interest on lease liability € 0.36 Million in Apr'21 to December'21, & 0.55 Million in FY 2020-21 & % 0.63 Million in FY 2019-20 has been included in Finance Costs and
depreciation on right-of-use assets has been included in Depreciation and amortization expense for the period.

Segment information

Description of segment
‘The board of directors of the company is identified as chief operating decision maker (CODM) monitors the operating result of the company. CODM has identified only one
reportable segment as the company involved in manufacturing \ trading of Pipes, tubes & steel. The operations of the Company are located in India.

 

 

 

Information about geographical areas
Revenue from Extemal Customers

Particulars 31-Dec2i 31-Mar-21 31-Mar-20 31-Mar-19
india’ 2503.63 2945.36 1717.98 105357
Outside India 264.06 147.95 60.10 133.95,

 

 

2767.69, 3093.31 1778.08 1187.52

 

Revenue from external customer is allocated based on the location of customers.

 

 

Non-current Assets
Particulars 31-Dec2i_ 31-Mar-21 31-Mar-20 ‘31-Mar-19
India 259.99) 195.96 154.82 97.69

Outside India 2

 

259.99) 195.96 154.82 97.69

 

‘Non-current assets include property, plant and equipment, capital work in progress, intangible assets, Rou Assets, Its allocated based on the geographic location of the respective
assets.

“The outbreak of Coronavirus (COVID-19) pandemic globally and in India is causing significant disturbance and slowdown of economic activity. In many countries, businesses are
being forced to limit their operations . Measures taken to contain the spread of the virus, have triggered significant disruptions to businesses worldwide, resulting in an economic
slowdown. The impact of covid-19 may be different from than estimated as at the date of approval of these financials results and the company will continue to closely monitor the
developments. Though a definitive assessment of the impact is not possible in view of the high uncertain economic environment and the scenario is still evolving

In assessing the recoverability of Company's assets such as Investments, Loans, Trade receivable, Loans and Advances, Inventories etc. the Company has considered internal and
external information upto the date of approval of these financial results. The company has performed sensitivity analysis on the assumptions used basis the internal and external
information / indicators of future economic conditions and expects to recover the carrying amount of the assets. ‘The duration and impact of the COVID-19 pandemic remains
unclear at present as on book closure date. Hence, it is not possible to reliably estimate the duration and severity of these consequences, as well as their impact on the financial
position and results of the Company for future periods. However, management does not see any risks in the Company's ability to continue as a going concern.”

 

‘The Indian Parliament has approved the Code on Social Security, 2020 which would impact the contributions by the Group towards Provident Fund and Gratuity. The Ministry of
Labour and Employment has released draft rules for the Code on Social Security, 2020 on 13 November, 2020, and has invited suggestions from stakeholders which are under active
consideration by the Ministry. The Company will assess the impact and its evaluation once the subject rules are notified and will give appropriate impact in its financial statements in
the period in which, the Code becomes effective and the related rules to determine the financial impact are published.

Company has not granted any loans or advances in the nature of Loans to Promoters, Directors, KMPs and other related parties (as defined under Companies Act, 2013) either
severally or jointly with any other person

Balances of Sundry Creditors, Sundry debtors, Loans & advances, etc. are subject to confirmation and reconciliation, if any.

Previous period figures have been re-grouped / re-classified wherever necessary, to conform to current petiod’s classification in order to comply with the requirements of the
amended Schedule III to the Companies Act, 2013 effective Ist April 2021.

‘The Company has decided to opt for the new tax regime announced by the Government of India and avail of the benefit of Section 115BAA of the Income Tax Act from F.Y. 2019-
20.

In the opinion of Board of Directors; Current Assets, Loans & Advances (Including Capital Advances) have a value on realization in the ordinary course of business at least equal to
the amount at which they are stated, Adequate Provisions have been made in the accounts for all the known liabilities.

For Maheshwari & Co For and on behalf of the Board of Directors of
Chartered Accountants Venus Pipes & Tubes Limited
Firm Reg. No.: 105834W

Ramesh Totla Mr. Megharam S Choudhary Mr. Dhruy M Patel
Partner Director Director
Membership No. : 416169 Din: 02617107 Din: 07098080
Place: Surat

Date: 21.03.2022

Mr. Arun Kothari Mr. Pavan Jain
(MD & CFO) (Company Secretary)

Din: 00926613 Membership No: A66752
Place: Gandhidham Place: Gandhidham

Date: 21.03.2022 Date: 21.03.2022

243
7 Deferred Tax Effects

Ind AS & Restatement Profit has been Changed due to Ind AS & Restatement Adjustment accordingly Tax Impact on the Ind AS & Restatement Adjustment has been
Computed.

Part-B Material Regrouping
Appropriate regroupings have been made in the Restated Summary Statement of Assets and Liabilities, Restated Summary Statement of Profit and Loss and Restated
Summary Statement of Gash Flows, wherever required, by reclassification of the corresponding items of income, expenses, assets, liabilities and cash flows, in order to bring
them in line with the accounting policies and classification as per Ind AS financial information of the Company prepared in accordance with Schedule III of Companies Act,
2013, requirements of Ind AS 1 and other applicable Ind AS principles and the requirements of the Securities and Exchange Board of India (Issue of Capital & Disclosure
Requirements) Regulations 2018, as amended

  

Part-C Non Adjusting items
Restated Summary Statements does not contain any qualifications requiring adjustments, however, our reports for the nine months period ended December 31, 2021 & year
ended March 31, 2021 includes an emphasis of matter on impact of COVID 19 on operations of the Company. Also, qualifications in the Companies (Auditor's Report)
Order, 2016 issued by the Central Government of India in terms of sub section (11) of section 143 of the Act, which do not require any corrective adjustments in the Restated
Ind AS Summary Statements are as follows:

As at and for the year ended March 31, 2021
(a) Emphasis of matter relating to the impact of Coronavirus disease 2019 (COVID-19) on the operations of the Company. Our opinion is not modified in respect of this
matter.

(b) Annexure to Auditor's report for the financial year ended March 31, 2021
Clause (vii) (b)

No undisputed amounts payable in respect of aforesaid statutory dues were outstanding as on the last day of the financial year for a year of more than six months from the date
they became payable except for the Income Tax for AY 2020-21 which had been subsequently paid.

Clause (vii) (©)

 

Forum where | Period to which
Amount Involved

 

 

Name of Statute Nature of dues dispute is the amount
pending relates in Million)
Asst
The Income tax Act,1961 Income Tax. Commissioner AY 2016-17 0.04"

 

 

 

 

 

 

of Income Tax

 

*Paid on 27.07.21

245
VENUS PIPES & TUBES LIMITED

(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)

Annexure - VII Capitalisation Statement

 

 

 

 

 

 

 

‘As adjusted for
. Pre-issue as at December 31, 2021] issue (Refer note 5
Particulars
below)
(in Million)

Debt
Short Term Borrowings (A) 299.14 (*]
(Current maturities of long term borrowings 37.76 I
Non-current Borrowings 163.16 [J
'Non-current financial liabilities - Borrowings (B) 200.92
‘Total borrowings (C=A+B) 500.06 (*]
Shareholders’ funds
Share capital 152.22 ital
Reserves and surplus, as restated: 1,052.60 iJ
Total shareholders’ funds (D) 1,204.82 (4
Long term debt/ equity (B/D) 0.17 (*]
Total Debt/ equity (C/D) 0.42 (*]
Notes:

1. Long term debt / equity has been computed as

2. Total debt / equity has been computed as

Non-current financial liabilities
Total Shareholders Fund

Total borrowings

Total Shareholders Fund

3. Short term borrowings represents borrowings due within 12 months from the balance sheet date.

4, Long term borrowings represents borrowings due after 12 months from the balance sheet date
and also includes current maturities of long term borrowings.

5. [*]Post Issue Capitalization will be determined after finalization of issue price.

6, The figures disclosed above are based on the restated summary statement of assets and liabilities of the Company.

246

 
 

VENUS PIPES & TUBES LIMITED

(Formerly known as VENUS PIPES & TUBES PRIVATE LIMITED)

Annexure - VIII Restatement of Accounting Ratios

(& in Million)

 

 

 

 

 

 

 

As at
; Asat Asat Asat

Particular » Se 31, | vaarch 31, 2021 | March 31, 2020 | March 31, 2019
Restated profit/(loss) after tax attributable to equity holders A 235.95 236.32 41.28 37.50
Weighted Average number of Equity Shares outstanding during the|

period for basic & diluted EPS (Post Bonus Issue) B 1,52,22,010 1,30,99,050 1,30,99,050 | 1,30,99,050
Basic & Diluted Earning per share (Post Bonus Issue) * C=AB 15.50 18.04 35 2.86
Restated networth for equity shareholders A 1,204.82 399.31 162.76 121.74
Restated profit/(loss) after tax attributable to equity holders B 235.95 236.32 41.28 37.50
Return on Networth (in %) C=B/A 19.58% 59.18% 25.36% 30.80%
Restated networth for equity shareholders A 1,204.82 399.31 162.76 121,74
Number of equity shares outstanding as at period end (adjusted for

bonus issue) B 1,52,22,010 1,30,99,050 1,30,99,050 | 1,30,99,050
Restated Net Asset value per equity shares C=AB 79.15 30.48, 12.43 9.29
Restated profit(loss) for the period A 235.95 236.32 41.28 37.50
‘Tax Expense B 81.09 73.18 23.59 11.96
Finance Cost ic 42.61 55.61 45.54 31.09
Depreciation & Amortisation D 10.58 9.65 21.10 19.93
Other Income E 15.11 27.00 15.14 17.54
EBITDA A+B+C+D-E 355.12 347.76 116.36 82.94
Revenue from Operation 2,767.69 3,093.31 1,778.08, 1,187.52
EBITDA/Revenue from operation (in %) 12.83% 11.24% 6.54% 6.98%

 

* Basic earning per share & Diluted earning per share for December 31, 21 is not annualized

Notes:

(1) The ratio on the basis of Restated financial statement have been computed as below :

Basic and Diluted Earning per share

Return on Net worth %

Net Asset Value per Equity share

EBITDA

Net Profit/(loss) as restated, attributable to equity holders
Weighted average number of Equity Shares outstanding during the period.
(the weighted average number of Equity shares outstanding during the

period is adjusted for Bonus issue).

Net Profit/(loss) as restated, attributable to equity holders

Net worth at the end of the respective period

Net worth at the end of the respective period

Number of Equity Shares outstanding as at period end adjusted for Bonus

issue.

Restated profit(loss) for the respective period + exceptional item

"+ tax expenses + finance cost +depreciation and amortization-other income

 

(2) Earning per share(EPS) calculation is in accordance with the notified Indian Accounting standard (INDAS) 33 ‘Earning per share’ prescribed by the

Companies (Indian Accounting Standards) Rules 2015

(3) Net worth mean the aggregate value of the paid up share capital of our Company & Other equity as per Restated financial statements.

(4) The above ratios have been computed on the basis of Restated financial statements

247

 
CAPITALISATION STATEMENT

The following table sets forth our Company’s capitalization as at December 31, 2021, on the basis of our
Restated Financial Statements. This table should be read in conjunction with the sections titled “Management's
Discussion and Analysis of Financial Condition and Results of Operations”, “Restated Financial Statements”
and “Risk Factors” beginning on pages 253, 194 and 23, respectively.

Pre-Issue as at December 31,

Particulars 2021 (in & million) As adjusted for the Issue

Borrowings

Non-current borrowings (1) 163.16 163.16
Current maturity of long-term debts (II) 37.76 37.76
Current borrowings (III) 299.14 299.14
Total borrowings (IV = I + II + III) 500.06 500.06
Equity *

Equity share capital (V) 152.22 202.96
Other Equity (VI)* 1052.60 2480.78
Total Equity (VII = V + VI) 1204.82 2683.74
Total borrowings/ Total Equity (VIII = IV/ VII) (in times) 0.42 0.19
Non-current borrowing/Total Equity (in times) 0.17 0.07

*After adjustment of issue expenses
* subject to finalization of Basis of Allotment

Notes:
1. Long term debt / equity has been computed as Non-current financial liabilities
Total Shareholders Fund

2. Total debt / equity has been computed as Total borrowings
Total Shareholders Fund

3. Short term borrowings represent borrowings due within 12 months from the balance sheet date.

4. Long term borrowings represent borrowings due after 12 months from the balance sheet date
and also includes current maturities of long-term borrowings.

The figures disclosed above are based on the restated summary statement of assets and liabilities of the Company.

wv

6. These terms shall carry the meanings as per Schedule III of the Companies Act, 2013 (as amended)

249
OTHER FINANCIAL INFORMATION

In accordance with the SEBI ICDR Regulations, the audited financial statements of our Company as at and for
the nine months ended December 31, 2021, Fiscal 2021, Fiscal 2020, and Fiscal 2019 and the reports thereon
dated March 21,2022, August 30, 2021, November 22,2021, respectively (“Audited Financial Statements”)
available at https://www.venuspipes.com/investors. 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 Issue 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 (collectively, the “Group”) and should
not be relied upon or used as a basis for any investment decision. None of the Group or any of its advisors, nor
BRLM, or any of its employees, directors, affiliates, agents or representatives accept any liability whatsoever for
any loss, direct or indirect, arising from any information presented or contained in the Audited Financial
Statements, or the opinions expressed therein.

Accounting Ratios:

The accounting ratios required under Clause 11 of Part A of Schedule VI of the SEBI ICDR Regulations are
given below:

Particulars Ason/Forthe  Ason/Forthe Ason/Forthe _As on/ For the year
nine months year ended year ended ended March 31,
ended March 31, 2021 March 31, 2020 2019
December 31,
2021
Basic Earnings per Equity Share (%)* 15.50 27.06 4.73 4.29
Diluted Earnings per Equity Share 15.50 27.06 4.73 4.29
(2* (Refer note 1)
Return on Net Worth Ratio (Refer 19.58% 59.18% 25.36% 30.80%
note 2)
Net Asset Value Per Equity Share (2) 79.15 45.73 18.64 13.94
(Refer note 4)
Earnings before interest, tax, 355.12 347.76 116.36 82.94

depreciation and amortisation
(EBITDA) (2 in millions)
* Basic earning per share & Diluted earning per share for December 31, 21 is not annualized

. Basic and Diluted EPS: Restated profit for the year/period attributable to equity shareholders of the Company divided by total weighted
average number of equity shares outstanding at the end of the year/period. Basic and diluted EPS are computed in accordance with Ind
AS 33 ~ Earnings per share.

Return on net worth: Restated profit for the year/period attributable to equity shareholders of the Company divided by net worth as
attributable to equity shareholders of the Company at the end of the year/period.

Net worth = net worth means the aggregate value of equity share capital and other equity created out of the profits, securities premium
account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses, deferred
expenditure and miscellaneous expenditure not written off, derived from the Restated Financial Information, but does not include
reserves created out of revaluation of assets, write-back of depreciation and amalgamation.

Net assets value per Equity Share: Net asset value per share is calculated by dividing net worth at the end of the year/period by number
of Equity Shares outstanding at the end of the year/period.

EBITDA: EBITDA stands for earnings before interest, taxes, depreciation and amortisation which has been arrived at by adding finance
expense, depreciation expense, exceptional items and total tax expense and subtracting other income to the restated profit for the
year/period

6.Accounting and other _—ratios_ ~—shave.~—sbeen _~— derived ~— from ~—the_~—~Restated~—“-Financial_—_ Information.

N

w

x

w

248
FINANCIAL INDEBTEDNESS

Set forth below is a brief summary of our aggregate borrowings as on April 7, 2022 as certified by Statutory
Auditor on April 19, 2022:

(in 2 million)

Category of borrowing Sanctioned Amount Outstanding amount
Secured Fund Based Facilities
Working Capital! 450.00 449.41
Term Loan* 99.65 95.69
Discounting Limit? 17.38 17.38
Supplier Financing* 50.00 50.00
Sub Total 617.03 612.48
Secured Non — Fund Based Facilities
LC Limit 140.55, 70.55
Sub Total 140.55 70.55
Unsecured Loan Facilities® 120.00 98.89
Total 877.58 781.92

' Secured Working Capital include Cash Credit Facility.

? Secured Term loan includes Term loan against fixed assets, working capital term loan & Vehicle loan from banks.

* Secured Discounting limit includes Post Shipment LC facility along with sub limit of Inland LC bill discounting facility

“Supplier financing includes loan facility by Tata Capital Financial Services Limited for purchase of inventory from specific suppliers.

5 State Bank of India had sanctioned Fund Based & Non fund Based limit to the company on March 23, 2022 and had taken over the limit
of existing bankers of the company i.e Karnataka Bank & Bandhan Bank. The LC limit includes Rs 70.55 million sanctioned limit of
Karnataka bank & Rs 70 million sanctioned limit of State Bank of India. Out of Rs 220 million LC limit of Karnataka Bank, SBI had paid
of Rs 150 million on March 31, 2022 to Karnataka Bank and balance Rs 70 million of Karnataka bank (currently the company had
provided 100% cash margin in the form of Bank fixed deposit for LC/FLC’s outstanding for Rs. 70.55 million) will be repaid as and when
the LC’s/FLC become due, post liquidation of all LC/FLC’s the limit of Karnataka bank will be extinguished. Similarly the discounting
limit with Karnataka bank will be repaid as and when it becomes due and post repayment the limit will be extinguished.

© Unsecured Loan Facilities includes the loan taken from Ambaji Warehouse Park (Partnership Firm) and Oxyzo Financials Services Pvt
Led.

For details in relation to financial indebtedness of our Company as of December 31, 2021, see the section
“Restated Financial Statements”, beginning on page 194.

Principal terms of the secured borrowings availed by us:

The details provided below are indicative and there may be additional terms, conditions and requirements under
the borrowing arrangements entered into by us:

1. Interest: The interest rate for the working capital and term loan facilities availed by us is typically the 6
months MCLR of the relevant lender plus a specified spread payable on an annual or semi-annually
basis, presently for working capital the rate is 9.75%, for term loan against fixed assets the rate is
10.95% and for working capital term loan i.e.,GECL the rate is 7.95%. For supplier financing loan
facility availed by us, interest rate is STLR less 7.80% and for unsecured loan from Oxyzo Financials
Services Pvt Ltd, there is fixed rate of interest of 15%.

2. Security: Our secured borrowings (both fund based and non — fund based) are secured by way of inter
alia:

(a) a first paripassu hypothecation charge over
(i) all the existing plant and machinery & all other fixed asset of the Company,
(ii) plant and machinery & all other fixed asset of the Company to be purchased,
(iii)stock, book debts and other current assets of the Company (present & future) ; and

(b) Collateral:
(i) mortgage over land, building and other immovable properties of the Company.
(i) pledges fixed deposits in the name of the Company.
(ii) assignment of LIC policies stands in the name of the directors/guarantors.

250
(c) Further, certain of our Promoters, namely, Megharam Sagramji Choudhary, Dhruv Mahendra
Kumar Patel, Jayantiram Motiram Choudhary and Arun Axaykumar Kothari, have also provided
personal guarantees to our lenders in relation to certain of our outstanding loans. Beside promoter
& directors few other persons i.e., Shankarlal Budharam Bochaliya, Rameshbhai Bhagwanji
Kalria, Payal Arun Kothari, Ekta Deepak Savani, Ganesha Sangramji Ram, Hemant Rajnikant
Shah, Tejas Prabhubhai Sheth, Sangeeta Manoj Singh Jadoun, Kamlesh Kamal Singh Rajput and
Mahesh Himatlal Puj have also provided personal guarantee in relation to our outstanding loans
with State Bank of India.

(ad

Guarantee of Partnership Firm i.e. M/s Sunshine Enterprises.

(e) The vehicle loans are secured by hypothecation of the specific asset (vehicle) financed by the
bank.

(f) The supplier financing loan facility is secured by investment in debt mutual funds of amount upto
25% of Loan amount.

Tenor: The tenor of the term loan facilities typically ranges from 48 months to 70 months. The tenor of
the cash credit facility and the letter of credit is 12 months from the date of sanction while that of the
vehicle loans ranges between 36 months to 50 months and the tenor of supplier financing loan facility
is 12 months.

Repayment: The terms of repayment of various secured loan facilities availed by our company are as
follows:

(a) The term loans, the vehicle loans and the unsecured loan from Oxyzo Financial Services Pvt. Ltd.
are repayable in accordance with the terms of the loan agreement, by way of an equated monthly
instalment, for the tenor of the loan.

(b) The cash credit facility is repayable on demand.

(c) The letter of credit is repayable as per the terms of the letter of credit.

(d) The supplier financing loan facility is repayable within a period of 90 days.

Prepayment: The loans availed by our Company typically have a prepayment provision which allows
for prepayment of the outstanding loan amount.

Events of Default: Our borrowing arrangements typically contain standard events of default, including,
among others:

(a) Default in the payment of the loan, when due and payable to the lender;

(b) Default in the payment of any of the agreed instalments of the loan on the due date;

(c) Default in the payment of interest thereon or any of the agreed instalments of the loan on the due
date;

(d) Failure to perform any covenants/ conditions agreed on the part of the borrower;

(e) The utilization of the credit facilities for purposes other than the one for which the credit facilities
have been sanctioned.

Consequences of occurrence of events of default: Upon the occurrence of an event of default under
the loan facilities, our lenders are entitled to, among other things:

(a) To charge a penal interest on the defaulted amount for the non-compliance of the sanctioned terms

(b) To demand the loan amount for violation of other terms and conditions of the sanction/ or the
terms reflected in the loan/security documents to be executed by the Borrower/guarantor(s)

(c) To proceed against the guarantor even without exhausting the remedies against the borrower.

(d) To recall the entire loan or any part thereof at once, in addition to their right to withdraw the
undrawn limits

Key Covenants: The loan facility entails various restrictive covenants and conditions restricting certain

corporate actions without taking the prior approval of the respective lender before carrying out such
actions, including for:

251
(a)
(b)

(©)

(d)
(e)
()
(g)
(h)
@)

Opening any account with any other bank/other branch of such bank;

Further expansion of business, taking up of a new business activity or setting up/ investing in a
subsidiary whether in the same business line or unrelated business;

Reorganizing the business of the Company in the form of merger/de-merger/amalgamation and in
case if there is any change in the capital structure (including change in share holding pattern);
Parting with the hypothecated property or any part of it;

Creating any further charge over the assets of the Company without any prior approval;
Undertaking guarantee obligations on behalf of any other borrower or any third party;

Making any change changes to the management set up;

Extending loans to directors, associates or any other company;

Declaring dividend for a year except out of profits relating to that year after making all the due and
necessary provisions provided that no default had occurred in any repayment obligation.

Further, our Company is required to give an undertaking to the following effect:

(a)
()

(©)

(d

(e)

(

(8)

(h

@

@)

«&

Not to divert the funds to its group companies or any other activities other than the purpose for
which the credit facility is sanctioned;

Not to pay any commission to its directors for standing as guarantors with regard to the such
bank’s loans;

Not to induct a person who is/was director in a company which has been identified as a Wilful
Defaulter or a Fraudulent Borrower by the bank/RBI or any bank/FI, on company’s board;

To submit to the bank, audited financial statements of the company every year by the end of 31st
December of that year failing which penal interest of 1% p.a. over and above the sanctioned rate
will be charged on the outstanding balance after the said date;

To submit to the bank, periodical copies of income-tax/ GST orders of the concern and its
directors/guarantors;

To provide any information promptly about all material and adverse changes in the
business/ownership/management/liquidity/financial position etc.

Not to create any further charge/ encumbrance over the hypothecated property so as to affect the
right of the bank.

To keep the hypothecated property in good condition (including renewal of the fitness certificates,
wherever required) and to produce the hypothecated property whenever called upon by the bank
and to keep and maintain register/books/ record of the hypothecated property.

To punctually pay all the rents , rates, taxes and other outgoings in respect of the hypothecated
property and/or the premises where the hypothecated property is installed/stored and keep the same
from distress.

To maintain in favour of the bank a margin between the market value of the hypothecated property
and the balance due to the bank, from time to time, as stipulated by the bank.

To keep the hypothecated property insured for the full market value against the risk of fire, riots,
civil commotion etc., and/or such other risks as may be required by the bank, and to deliver the
policies to the bank and to pay the premium regularly.

This is an indicative list and there may be such other additional terms under the various borrowing arrangements
entered into by our Company.

Further, for details of financial and other covenants required to be complied with, by our Company, in relation
to our loan obligations, please see “Risk Factors on page 23 of this Prospectus.

252
MANAGEMENT?’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

You should read the following discussion in conjunction with our Restated Financial Information as of and for
the nine-month period ended December 31, 2021, financial years 2021, 2020 and 2019, including the related
notes, schedules and annexures. Our Restated Financial Information have been derived from our Audited
Financial Statements as of and for the nine-month period ended December 31, 2021, financial years 2021, 2020
and 2019, which are prepared in accordance with the applicable provisions of the Companies Act, 2013, the
Indian Accounting Standards (Ind AS) and the SEBI ICDR Regulations, as amended. The Restated Financial
Statements have been prepared under Indian Accounting Standards (“Ind AS”) notified under the Companies
(Indian Accounting Standards) Rules, 2015 read with Section 133 of the Companies Act, 2013 to the extent
applicable, as well as in accordance with the Guidance Note on Reports in Company Prospectuses (Revised
2019) issued by ICAI. For further information, see our Restated Financial Statements under “Financial
Statements” beginning on page 194.

Our fiscal year ends on March 31 of each year, so all references to a particular fiscal year are to the twelve-
month period ended March 31 of that year.

Unless otherwise indicated or the context otherwise requires, the financial information for the nine-month
period ended December 31, 2021, financial years 2021, 2020 and 2019 included herein is derived from the
Restated Financial Statements, included in this Prospectus. For further information, see “Restated Financial
Statements” beginning on page 194.

Unless otherwise indicated, industry and market data used in this section have been derived from the report
“Stainless Steel Pipes & Tubes” dated April, 2022 (the “D & B Report”) prepared and released on April 4,
2022 by Dun & Bradstreet and commissioned and paid for by our Company specifically for the purpose of the
Issue. Unless otherwise indicated, all financial, operational, industry and other related information derived
from the D & B Report and included herein with respect to any particular year refers to such information for
the relevant calendar year. Also see, “Certain Conventions, Currency of Presentation, Use of Financial
Information and Market Data and Currency of Presentation — Industry and Market Data” beginning on Page
13:

This discussion contains forward-looking statements that involve risks and uncertainties and reflects our current
view with respect to future events and financial performance. Our actual results may differ from those
anticipated in these forward-looking statements, as a result of factors such as those set forth under “Forward-
Looking Statements” and “Risk Factors” beginning on pages 15 and 23, respectively

Overview

We are one of the growing stainless steel pipes and tubes manufacturer and exporter in India having over six
years of experience in manufacturing of stainless steel tubular products in two broad categories: (i) seamless
tubes/pipes; and (ii) welded tubes/pipes, under which we are currently manufacturing five product lines, namely,
(i) stainless steel high precision & heat exchanger tubes; (ii) stainless steel hydraulic & instrumentation tubes;
(iii) stainless steel seamless pipes; (iv) stainless steel welded pipes; and (v) stainless steel box pipes
(“Products”). Under our brand name “Venus”, we supply our Products for applications in diverse sectors
including (i) chemicals, (ii) engineering; (iii) fertilizers; (iv) pharmaceuticals, (v) power, (vi) food processing;
(vii) paper; and (viii) oil and gas.

We have one manufacturing plant which is strategically located at Bhuj-Bhachau highway, Dhaneti (Kutch,
Gujarat) (“Manufacturing Facility”) in close proximity, around 55 kilometers and 75 from the ports of Kandla
and Mundra, respectively, that helps us in reducing our logistic costs on procurement of raw materials and
imports and export of our Products. Our Manufacturing Facility has separate seamless and welded divisions
with latest product-specific equipment and machineries including tube mills, pilger mills, draw benches,
swaging machines, pipe straightening machines, TIG/MIG welding systems, plasma welding systems, etc. As of
February 28, 2022, our Manufacturing Facility has a total installed capacity of 10,800 MT per annum. Further,
we have a storage facility at our Manufacturing Facility for the purposes of holding inventories of raw material
as well as finished products, in addition to a warehouse facility located at Ahmedabad, which ensures stability of
operations.

253
Our basic raw material includes SS coils and hollow pipes and we procure our raw materials based on market
availability, pricing and quality through three main channels: (i) domestic suppliers such as steel manufacturers,
stockists and traders; (ii) international suppliers from China, Indonesia, Malaysia and Singapore; and (iii) high
sea purchases. The cost of materials consumed (including purchase of stock in trade and changes in inventory)
by us in our operations accounted for 82.09%, 84.53%, 88.29% and 85.58% of our revenue from operations for
the nine-month period ended December 31, 2021 and Fiscals 2021, 2020 and 2019, respectively.

We sell our Products both in the domestic as well as the international markets. In the domestic market, we sell
our Products to customers as well as traders/stockists while in the international market we supply our Products
through traders/stockists and authorized distributors that engage with us on an exclusive basis and certain
marketing representatives. We started exporting our Products in the year 2017 and as on February 28, 2022 we
have exported to twenty (20) countries including Brazil, UK, Israel and countries in the European Union, etc. In
order to increase our share in the international market, we have appointed sole distributors in overseas markets
like Italy and Kuwait in addition to appointing marketing representatives for the European market. The revenues
from exports aggregated to 2 264.06 million, = 147.95 million, = 60.10 million and % 133.95 million for the
nine-month period ended December 31, 2021 and Fiscals 2021, 2020 and 2019, respectively, and as a
percentage of our revenue from operations, were 9.54%, 4.78%, 3.38% and 11.28%, respectively.

We are ISO 9001:2015, ISO 14001:2015, ISO 45001:2018, certified by Bureau Veritas and holding
accreditation from UK Accreditation Service. Further, our Products sold to the European market are certified
under PED 2014/68/EU and ADW/AD 2000 — Merkblatt — WO from TUV which is a requirement for supply in
the European Union countries. Further, we are an IBR certified manufacturer and supplier of stainless steel
seamless and welded pipes/tubes.

We have an in-house quality team comprising of 27 dedicated personnel working under the overall supervision
of our board of directors. Our quality control team ensures that our raw materials as well as end products are
tested on all quality parameters to ensure that we are compliant with the international product standards.

Our Promoters, Megharam Sagramji Choudhary, Jayantiram Motiram Choudhary, Dhruv Mahendrakumar Patel
and Arun Axaykumar Kothari are first generation entrepreneurs, and have an average experience of
approximately eight years in stainless steel welded pipes and tubes industry in addition to expertise in
marketing, procurement, finance, accounting and customer relationship management.

Significant Factors Affecting Our Results of Operations and Financial Condition

Our results of operations have been, and will continue to be, affected by a number of events and actions, some
of which are beyond our control. However, there are some specific items that we believe have impacted our
results of operations and, in some cases, will continue to impact our results. In this section, we discuss several
factors that we believe have, or could have, an impact on these results. We are into B2B business wherein the
demand for our products is directly dependent on the performance of the industries in which our products are
utilised. The demand for our products is affected by various factors such as economic downturn, capex plan of
the customers, prices of our raw materials, ability to deliver products with different specification etc.

We are into manufacturing of pipes/tubes of stainless steel and the basic raw material for the same is stainless
steel coils & stainless steel hollow pipes. Since the prices of stainless steel is dynamic in nature, any fluctuation
in the prices will impact the pricing of our finished product. Because of the pent-up demand, the post lockdown
period witnessed the steel demand outweighing the supply thus exerting pressure on production. With a
mismatch in the demand for finished steel and its production, domestic manufacturers increased steel prices
during the year. Also, with rising steel prices in the global market, Indian producers preferred to export their
inventories thus leading to a greater deficit of raw material for the steel pipe and tube manufacturers. The
continuation of such trend may impact demand of our product in future.

We are proposing to expand our product portfolio to meet additional demand from our customers as well as new
customers through planned capital expenditure as envisaged in the object of the issue. Any delay in
implementation of the proposed project will have adverse impact on meeting customer demands and as well as
acquisition of new customers.

Besides above the world has experienced un-precedent disruption in production as well as supply management

due to COVID-19 pandemic. There is significant uncertainty regarding the duration and long-term impact of the
COVID-19 pandemic, as well as possible future responses by the Government, which makes it impossible for us

254
to predict with certainty the impact that COVID-19 can have on our business, operations or potential expansion
plans in the future.

We also discuss the ways in which we generate income and incur the main expenses associated with generating
this income. Please also see the sections titled “Our Business” and “Risk Factors”, beginning on pages 139 and
23, respectively.

Domestic and global demand for our products

Our Revenue from operation comprises of revenue which we received from sale of manufacturing of stainless
steel tubes and pipes and trading of fittings and other steel products. We derive our revenues from various
sectors such as (i) chemicals, (ii) engineering; (iii) fertilizers; (iv) pharmaceuticals, (v) power, (vi) food
processing; (vii) paper; and (viii) oil and gas. Sector wise contribution to our revenue in terms of percentage is
set out below:

(in millions, except for percentages)

 

Revenue  %of Revenue  %of Revenue  %of _ Revenue (in

(inmn% revenue (inn) Revenue (inn) Revenue mn) _~—_=Revenue
Chemicals 310.47 11.22 573.75 18.55 320.24 18.01 183.99 15.49
Engineering 73481 26.55 448.22 14.49 291.49 16.39 247.1 20.81
Fertilizers 13.24 0.48 60.94 1.97 26.02 1.46 3.33 0.28
Pharma 1062 0.38 33.69 1.09 49.16 2.76 26 2.19
Power 430 0.16 174 0.56 2.29 0.13 69 0.58
Food 41.44 1.50 7.58 0.25 12.54 07 87 0.73
Processing
Paper 2085 (0.75 3. 01 0.98 0.06 1.27 oll
Oil & Gas 213 0.08 0.36 0.01 0.82 0.05 101 0.09
Others 26.84 0.97 10.41 0.34 14.16 0.8 24.95 21
Export 264.06 9.54 147.95 4.78 60.1 3.38 133.95 11.28
Stockist / 133893 4837 -—1,789.90 «57.86 1,000.28. 56.26 550.32 46.34
Traders
Grand Total 2767.69 100 3,093.31 100 1,778.08 100 1,187.52 100

If there is any change in the demand for our products from the sectors that we cater, either due to micro or
macro economic factors or changes in applicable regulations then it may have an impact on our business and
results of operations.

Raw Material costs

We procure raw materials from various sources i.e. domestic as well as internationally based on market
availability, pricing and quality. The cost of materials consumed (including Purchase of Stock in trade &
changes in inventory) by us in our operations was 22271.87 million, = 2,614.78 million, = 1,569.86 million and
% 1,016.31 million for the nine-month period ended December 31, 2021 and for the Fiscals 2021, 2020 and
2019, respectively. Our cost of materials consumed (including Purchase of Stock in trade & changes in
inventory) constituted 82.09%, 84.53%, 88.29% and 85.58% and our other expenses constituted 7.01%, 6.34%,
8.91%, and 11.73% of our revenue from operations for the nine-month period ended December 31, 2021 and for
Fiscals 2021, 2020 and 2019, respectively.

Raw material prices directly dependent on demand and supply gap and any supply shortage leads to increase in
procurement cost which results into an increase in the price of our products. Since we endeavour to book raw
material based upon order receipt, we are most often able to pass on price fluctuations in raw material to our
customers. However, an increase in raw material price may result in increased prices for our products which
may impact demand for our products and order book. To offset the impact on demand we may have to be price
competitive which will impact on our margins and profitability. We have not entered into any long-term supply
agreements for any of our raw materials.

255
Strength of our order book

Our results of operations are affected by the strength of our order book. As of Set forth below are details of our
order book as on February 28, 2022:

(in 2 millions)
Particulars Number of orders Value

Domestic 157 417.14

Export 19 221.00

Total Order Book 176 638.14

We do not carry long term orders for our products. Investors should not consider our order book as an accurate
indicator of our future performance or future revenue. Since our products are used by industrial customers the
successful conversion of these orders into revenue and getting new orders will depend on the demand from our
customers, which is beyond our control and is subject to uncertainty as well as performance of the sectors in
which our customers are present. Going forward, our order book may be affected by delays, cancellations,
renegotiations of the contracts as well as the long gestation period in concluding such contracts, if any.

Cost and availability of skilled/semi-skilled manpower

Although our manufacturing processes are fully automated we require skilled and/semi-skilled workforce at
various stages of production, maintenance and quality control. We have therefore been focused on the
recruitment, training and retention of a skilled employee base. As of February 28, 2022, we employed 203 full-
time employees. Our expenses towards salaries, wages and allowance were % 42.17 million, = 32 million, =
26.69 million and % 25.34 million for the nine-month period ended December 31, 2021 and the for Fiscals 2021,
2020 and 2019, respectively. In addition to our full-time employees, we frequently hire workers on a contractual
basis, largely for unskilled jobs in manufacturing process like material movements, loading unloading, packing
etc. As of February 28, 2022, we employed 159 contract labourers.

We believe that our Company’s growth and work environment combined with our employee satisfaction rate
has allowed us to attract talent. Labour shortages could increase our production cost and hinder our productivity
and ability to meet customers’ delivery schedules, any or all of which may have an adverse impact on our results
of operations.

Expansion of production capacity

We currently have one manufacturing facility at Dhaneti, Kutch which has a total installed capacity of 10,800
MT per annum as of February 28, 2022. We currently manufacture welded pipes/tubes upto size 6 mm - 219.3
mm and seamless pipes/tubes upto size of 6 mm - 114.3 mm diameters at our manufacturing facility. We
propose to increase the installed capacity of our manufacturing facility to 2,000 MT per month which will also
enable us to increase our production capacity and product offerings by manufacturing pipes and tubes of
multiple sizes, including higher diameter welded pipes/tubes upto 1.219.2 mm and seamless pipes/tubes upto
168.3 mm. Towards this end, we propose to install LSAW (A358) Plant which will increase production capacity
from 600 MT per month to 1200 MT per month of welded pipes/tubes by manufacturing higher diameter welded
pipes. Further, we propose to install a pilger plant to increase production capacity from 300 MT per month to
800 MT of higher diameter seamless pipes/tubes.

We plan to expand our manufacturing capabilities to meet increasing demand from existing customers as well as
for acquiring new customers both in India and the international markets. In the event that we are unable to
procure sufficient raw materials post expansion, we would not be able to effectively utilize our proposed
manufacturing capacities, resulting in operational inefficiencies which could have a material adverse effect on
our business and financial condition. Further, if our customers place orders for less than anticipated volume or
cancel existing orders or change their policies resulting in reduced quantities being supplied by us, it could
result in the under-utilization of our manufacturing capacities.

256
Impact of Covid-19 on our operations and financial condition

During the first half of 2020, COVID-19 spread to a majority of countries across the world, including India and
other countries where our suppliers and customers are located. The COVID-19 pandemic has had, and may
continue to have, significant repercussions across local, national and global economies and financial markets. In
particular, a number of governments and organizations have revised GDP growth forecasts for the financial year
2021 downwards in response to the economic slowdown caused by the spread of COVID-19, and it is possible
that the COVID-19 pandemic can cause a prolonged global economic crisis or recession. The global impact of
the COVID-19 pandemic has been rapidly evolving and public health officials and governmental authorities
have responded by taking measures, such as prohibiting people from assembling in large numbers, instituting
quarantines, restricting travel, issuing “stay-at-home” orders and restricting the types of businesses that may
continue to operate physically, among many others. The outbreak of COVID-19 was recognized as a public
health emergency and international concern on January 30, 2020 and as a pandemic by WHO on March 11,
2020. On March 14, 2020, Government of India declared COVID-19 as a “notified disaster” and imposed a
nationwide lockdown beginning on March 25, 2020. While that lockdown lasted until May 31, 2020, and was
extended periodically by varying degrees by state governments and local administrations, the second wave of
COVID-19 in April 2021 led to lockdowns imposed by the state governments and local administrations.
Although, during the first wave of the COVID-19 pandemic, our Manufacturing Facility was shut for a period of
approximately thirty (30) business days till the month of April, 2020 (“Shut-Down Period”) due to which we
were unable to supply our Products during the said period from our Manufacturing Facility, we did not
experience any disruptions of any nature whatsoever in our business operations during the second wave of
COVID-19.We secured a special permission dated April 23, 2020 from the Office of the Collector and District
Magistrate, Kutch for supplying our Products to the essential commodities sectors, particularly the
pharmaceutical sector and thereafter our Manufacturing Facility continued its operations without further
disruptions.

Despite the lifting of the lockdown and our continued operations during such periods in the past, there is
significant uncertainty regarding the duration and long-term impact of the COVID-19 pandemic, as well as
possible future responses by the Government, which makes it impossible for us to predict with certainty the
impact that COVID-19 can have on our business, operations or potential expansion plans in the future. The
COVID-19 pandemic has affected and may continue to affect our business, results of operations and financial
condition in a number of ways. For example, the spread of COVID-19 has caused us to modify our business
practices, cancellation of physical participation in meetings, events and conferences, which poses new
challenges to our operations. In future, we may take further actions as may be required by government
authorities or that we determine are in the best interests of our employees, customers, partners, and suppliers.
We also incurred and may continue to incur additional expenses in complying with evolving government
regulations and measures, such as social distancing measures and sanitization practices. If any of our employees
are suspected of contracting COVID-19 or any other epidemic disease, this could require us to quarantine some
or all of these employees or suspend operations in our facilities for disinfection. We are closely monitoring the
impact of COVID-19 on our financial condition, liquidity, operations, suppliers and work force. Any
intensification of the COVID-19 pandemic or any future outbreak of another highly infectious or contagious
disease may adversely affect our business, results of operations and financial condition. Further, we have
experienced and may further experience, Government authorities imposition of various measures such as travel
bans and restrictions, quarantines, shelter-in-place orders, and shutdowns. Beginning in March 2020, due to the
nationwide lockdown, quarantines, stay-at-home and shelter-in-place orders, the promotion of social distancing,
and other travel related restrictions, we experienced closure of our production facilities during the Shut-Down
Period. We may continue to be subject to temporary as well as permanent closures and reduced manufacturing
operations, logistical delays during which we shall be required to incur additional expenses in connection with,
among other things, retaining employees, fixed costs payable for maintaining our manufacturing plants, and loss
of inventory, which may adversely affect our business, results of operations and financial condition. Further, any
intensification of the COVID-19 pandemic or any future outbreak of another highly infectious or contagious
disease may adversely affect our business, financial condition and results of operations.

The macroeconomic environment and market conditions affecting the pipes industry in India
Our products are used for varied applications in (i) chemicals, (ii) engineering; (iii) fertilizers; (iv)
pharmaceuticals, (v) power, (vi) food processing; (vii) paper; and (viii) oil and gas sector. The performance of

these industries and sectors, and consequently the demand for our products in these sectors, are dependent on
economic and other factors such as government policies, regulations and budgetary allocations as well as

257
investments made in these industries and sectors. Our results of operations have been, and will continue to be,
significantly affected by the macroeconomic environment in India.

Expansion of our product portfolio

Our revenue from operations is also affected by the number of new products that we introduce in that period.
We have a product development team, which is responsible for expanding our product portfolio. Our product
development team regularly interacts with our customers to understand the demand for new products. We
currently have one manufacturing facility at Dhaneti, Kutch which has a total installed capacity of 10,800 MT
per annum as of February 28, 2022. We currently manufacture welded pipes/tubes upto size 6 mm - 219.3 mm
and seamless pipes/tubes upto size of 6 mm - 114.3 mm diameters at our manufacturing facility. We propose to
increase the installed capacity of our manufacturing facility to 2,000 MT per month which will also enable us to
increase our production capacity and product offerings by manufacturing pipes and tubes of multiple sizes,
including higher diameter welded pipes/tubes upto 1.219.2 mm and seamless pipes/tubes upto 168.3 mm. For
further details, see “Objects of the Issue” on page 90.

Significant accounting policies of our Company:

1. SIGNIFICANT ACCOUNTING POLICIES:
11 Basis of preparation
(i) Statement of Compliance and basis of preparation

The Restated Statement of Assets and Liabilities of the Company as at 31*t December 2021, 31
March 2021, 2020 and 2019 and the Restated Statement of Profit and Loss, the Restated Statement
of Changes in Equity and the Restated Statement of Cash Flows for the nine months period ended
31‘ December 2021 & for the year ended 31 March 2021, 2020, and 2019, and other explanatory
information are together referred as "Restated Financial Information".

The Restated Financial Information has been compiled by the Company for the nine months
period ended 31% December 2021 in accordance with Indian Accounting Standards 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”) & for the year ended 31 March 2021 from the Audited Financial
Statements of the Company prepared in accordance with Indian Accounting Standards 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 for the years ended 31 March 2020 and 31 March
2019 have been compiled based on Re-Audited Financial Statement as required by the ICDR
regulation prepared in accordance with the Indian Accounting Standards notified under Section
133 of the Companies Act 2013, as amended and other accounting principles generally accepted in
India (referred to as “Ind AS”) .

These Restated Financial Information have been prepared by the Management of the Company for
the purpose of inclusion in the Prospectus (“RHP”) to be filed by the Company 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”) of its equity shares.

The Restated 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 Part I of Chapter III of the Companies Act, 2013 (the “Act");

b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended from time to time; and

c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute
of Chartered Accountants of India (“ICAI”), (the “Guidance Note”).

The Company has decided to voluntarily adopt Ind AS for the financial year ended 31 March 2021

and prepared its first financial statements in accordance with Indian Accounting Standards (Ind
AS) for the year ended 31 March 2021 with the transition date as 1 April 2019. Further, the

258
(ii)

1.2

13

14

15

Company has prepared Ind AS financial statements for the year ended 31 March 2019 (“financial
information”). This financial information have been prepared by making Ind AS adjustments to
the audited Previous GAAP financial statements as at and for the year ended 31 March 2019. An
explanation of how the transition from Previous GAAP to Ind AS has affected the Company’s
Restated Financial Information is set out in Note 34 of Annexure - V.

The Restated Financial Information have been extracted by the Management from the Audited
Financial Statements and:

a) there were no audit qualifications on these financial statements;

b) there were no changes in accounting policies during the period/years of these financial
statements;

c) material amounts relating to adjustments for previous years in arriving at profit/loss of the
period/years to which they relate, have been appropriately adjusted;

d) adjustments have been made for reclassification of the corresponding items of income,
expenses, assets and liabilities, in order to bring them in line with the groupings as per the
audited financial statements of the Company as at and for the year ended 31 March 2021
prepared under Ind AS and the requirements of the SEBI Regulation; and

e) the resultant tax impact, if any, on above adjustments has been appropriately adjusted in
deferred taxes in the respective years to which they relate.

Historical cost convention

The Restated Financial Information have been prepared in accordance with the historical cost
basis, except as disclosed in the accounting policies below, and are drawn up in accordance with
the provisions of the Companies Act, 2013 and Ind AS notified under Section 133 of the Act
Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act, to
the extent applicable.

Use of estimates

The preparation of the financial statements in conformity with Ind AS requires the Management
to make estimates and assumptions considered in the reported amounts of assets and liabilities
(including contingent liabilities) and the reported income and expenses during the year. The
Management believes that the estimates used in preparation of the financial statements are
prudent and reasonable. Future results could differ due to these estimates and the differences
between the actual results and the estimates are recognised in the periods in which the results are
known / materialise.

Cash and cash equivalents (for purpose of Cash Flow Statement)

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term
balances (with an original maturity of three months or less from the date of acquisition) and
highly liquid investments that are readily convertible into known amounts of cash and which are
subject to insignificant risk of changes in value.

Cash flow statement

Cash flows are reported using indirect method, whereby Profit before tax reported
understatement of profit/ (loss) is adjusted for the effects of transactions of non-cash nature and
any deferrals or accruals of past or future cash receipts or payments. The cash flows from
operating, investing and financing activities of the Company are segregated based on available
information.

Property, plant and equipment
All the items of property, plant and equipment are stated at historical cost net off cenvat credit

less depreciation. Historical cost includes expenditure that is directly attributable to the
acquisition of the items.

259
1.6

1.7

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 Company 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 profit or loss during the reporting period in which they are
incurred.

Depreciation is recognised so as to write off the cost of assets (other than freehold land and
properties under construction) less their residual values over their useful lives, using the straight-
line method. The estimated useful life is taken in accordance with Schedule II to the Companies
Act, 2013. The estimated useful lives, residual values and depreciation method are reviewed at
the end of each reporting period, with the effect of any changes in estimate accounted for on a
prospective basis.

An item of property, plant and equipment is derecognised upon disposal or when no future
economic benefits are expected to arise from the continued use of the asset. Any gain or loss
arising on the disposal or retirement of an item of property, plant and equipment is determined as
the difference between the sales proceeds and the carrying amount of the asset and is recognised
in profit or loss.

Intangible assets
Intangible assets acquired separately

Intangible assets with finite useful lives that are acquired separately are carried at cost less
accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a
straight-line basis over their estimated useful lives. The estimated useful life and amortisation
method are reviewed at the end of each reporting period, with the effect of any changes in
estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives
that are acquired separately are carried at cost less accumulated impairment losses.

Intangible assets acquired in business combinations are stated at fair value as determined by the
management of the Company on the basis of valuation by expert valuers, less accumulated
amortisation. The estimated useful life of the intangible assets and the amortisation period are
reviewed at the end of each financial year and the amortisation period is revised to reflect the
changed pattern, if any.

Amortisation of Intangible Assets

Intangible assets with finite useful lives that are acquired separately are carried at cost less
accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a
straight-line basis over their estimated useful lives. The estimated useful life and amortisation
method are reviewed at the end of each reporting period, with the effect of any changes in
estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives
that are acquired separately are carried at cost less accumulated impairment losses.

An intangible asset is derecognised on disposal, or when no future economic benefits are expected
from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured

as the difference between the net disposal proceeds and the carrying amount of the asset, are
recognised in profit or loss when the asset is derecognised.

Useful lives of intangible assets

Intangible assets are amortised over their estimated useful life on straight line method as follows:
a) Computer Software 5 Years

Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Company reviews the carrying amounts of its tangible

260
18

19

and intangible assets to determine whether there is any indication that those assets have suffered
an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated
in order to determine the extent of the impairment loss (if any). When it is not possible to
estimate the recoverable amount of an individual asset, the Company estimates the recoverable
amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent
basis of allocation can be identified, corporate assets are also allocated to individual cash-
generating units, or otherwise they are allocated to the smallest Company of cash-generating
units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are
tested for impairment at least annually, and whenever there is an indication that the asset may be
impaired.

Recoverable amount is the higher of fair value less costs of disposal 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.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its
carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its
recoverable amount. An impairment loss is recognised immediately in profit or loss.

When an impairment loss subsequently reverses, the carrying amount of the asset (or a cash-
generating unit) is increased to the revised estimate of its recoverable amount, but so that the
increased carrying amount does not exceed the carrying amount 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 immediately in profit or loss.

Inventories

Inventories of finished goods, raw materials and work in progress are carried at lower of cost and
net realisable value. Fuel and stores & spare parts are carried at cost after providing for
obsolescence and other losses. Cost for raw materials, fuel, stores & spare parts are ascertained on
weighted average basis. Cost of Inventories comprises of cost of purchase, cost of conversion
and other cost including manufacturing overheads incurred in bringing to their respective present
location and condition. Scrap Inventory is valued at NRV. Net Realizable Value is the estimated
selling price in the ordinary course of business less the estimated cost of completion and
estimated cost necessary to make the sale.

Revenue Recognition

Revenue is recognized based on the nature of activity, when consideration can be reasonably
measured and there exists reasonable certainty of its recoverability.

Revenue from sale of goods is recognised when substantial risk and rewards of ownership are
transferred to the buyer under the terms of the contract.

Sales value is net of discount but does not include other recoveries such as handling charges,
transport, octroi, etc.

Revenue from service contracts are recognised when service are rendered and related costs are
incurred.

Other Income

Interest income from a financial asset is recognised when it is probable that the economic
benefits will flow to the Company and the amount of income can be measured reliably. Interest
income is accrued on a time basis, by reference to the principal outstanding and at the effective
interest rate applicable, which is the rate that exactly discounts estimated future cash receipts
through the expected life of the financial asset to that asset's net carrying amount on initial

261
value of the estimated future cash outflows expected to be made by the Company in respect of
services provided by employees up to the reporting date.

Accounting for Taxes
Income tax expense represents the sum of the tax currently payable and deferred tax.
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from
“profit before tax’ as reported in the statement of profit and loss because of items of income or
expense that are taxable or deductible in other years and items that are never taxable or
deductible. The Company’s current tax is calculated using tax rates that have been enacted or
substantively enacted by the end of the reporting period.

Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of
taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary
differences. Deferred tax assets are generally recognised for all deductible temporary differences
to the extent that it is probable that taxable profits will be available against which those
deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not
recognised if the temporary difference arises from the initial recognition (other than in a business
combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the
accounting profit. In addition, deferred tax liabilities are not recognised if the temporary
difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with
investments in subsidiaries and associates, and interests in joint ventures, except where the
Company is able to control the reversal of the temporary difference and it is probable that the
temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from
deductible temporary differences associated with such investments and interests are only
recognised to the extent that it is probable that there will be sufficient taxable profits against
which to utilise the benefits of the temporary differences and they are expected to reverse in the
foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and
reduced to the extent that it is no longer probable that sufficient taxable profits will be available
to allow all or part of the asset to be recovered.

Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the
period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that
have been enacted or substantively enacted by the end of the reporting period.

 

The measurement of deferred tax liabilities and assets reflects the tax consequences that would
follow from the manner in which the Company expects, at the end of the reporting period, to
recover or settle the carrying amount of its assets and liabilities.

Current and deferred tax for the year/period

Current and deferred tax are recognised in profit or loss, except when they relate to items that are
recognised in other comprehensive income or directly in equity, in which case, the current and
deferred tax are also recognised in other comprehensive income or directly in equity respectively.
Where current tax or deferred tax arises from the initial accounting for a business combination,
the tax effect is included in the accounting for the business combination.

263
1.12

recognition.
Foreign Currency Transactions

The functional currency for the Company is determined as the currency of the primary
economic environment in which it operates. For the Company, the functional currency is the
local currency of the country in which it operates, which is INR.

a) In preparing the financial statements the Company, transactions in currencies other than the
entity’s functional currency (foreign currencies) are recognised at the rates of exchange
prevailing at the dates of the transactions. At the end of each reporting period, monetary
items denominated in foreign currencies are retranslated at the rates prevailing at that date.
Non-monetary items carried at fair value that are denominated in foreign currencies are
retranslated at the rates prevailing at the date when the fair value was determined. Non-
monetary items that are measured in terms of historical cost in a foreign currency are not
retranslated.

b) The exchange differences arising on settlement / restatement of long-term foreign currency
monetary items are taken into Statement of Profit and Loss.

Employees Benefits

Payments to defined contribution retirement benefit plans are recognised as an expense when
employees have rendered service entitling them to the contributions:

For defined benefit retirement benefit plans, the cost of providing benefits is determined using
the projected unit credit method, with actuarial valuations being carried out at the end of each
annual reporting period. Remeasurement, comprising actuarial gains and losses, the effect of the
changes to the asset ceiling (if applicable) and the return on plan assets (excluding net interest), is
reflected immediately in the balance sheet with a charge or credit recognised in other
comprehensive income in the period in which they occur. Remeasurement recognised in other
comprehensive income is reflected immediately in retained earnings and is not reclassified to
profit or loss. Past service cost is recognised in profit or loss in the period of a plan amendment.
Net interest is calculated by applying the discount rate at the beginning of the period to the net
defined benefit liability or asset. Defined benefit costs are categorised as follows:

a) service cost (including current service cost, past service cost, as well as gains and losses on
curtailments and settlements);

b) net interest expense or income; and

c) remeasurement

The Company presents the first two components of defined benefit costs in profit or loss in the
line item ‘Employee benefits expense’. Curtailment gains and losses are accounted for as past
service costs.

The retirement benefit obligation recognised in the balance sheet represents the actual deficit or
surplus in the Company’s defined benefit plans. Any surplus resulting from this calculation is

limited to the present value of any economic benefits available in the form of refunds from the
plans or reductions in future contributions to the plans.

Short-term and other long-term employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries,
annual leave and sick leave in the period the related service is rendered at the undiscounted
amount of the benefits expected to be paid in exchange for that service.

Liabilities recognised in respect of short-term employee benefits are measured at the
undiscounted amount of the benefits expected to be paid in exchange for the related service.

Liabilities recognised in respect of other long-term employee benefits are measured at the present

262
Leases
Transition

Effective April 01, 2019, the company adopted Ind As 116 “leases” and applied the standard to all
applicable lease contracts existing on April 1, 2019 using the modified retrospective method with
cumulative effect of initially applying the standard recognised on the date of initial application.
Accordingly, company has not restated comparative information and recognised right of use
assets at an amount equal to lease liability.

The Company’s lease asset primarily consists of leases for buildings. The Company assesses
whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if
the contract conveys the right to control the use of an identified asset for a period of time in
exchange for consideration. To assess whether a contract conveys the right to control the use of
an identified asset, the Company assesses whether: (i) the contract involves the use of an
identified asset (ii) the Company has substantially all of the economic benefits from use of the
asset through the period of the lease and (iii) the Company has the right to direct the use of the
asset.

Company as a lessee

At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”)
and a corresponding lease liability for all lease arrangements in which it is a lessee, except for
leases with a term of twelve months or less (short-term leases) and low value leases. For these
short-term and low value leases, the Company recognizes the lease payments as an operating
expense.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the
lease liability adjusted for any lease payments made at or prior to the commencement date of the
lease plus any initial direct costs less any lease incentives. They are subsequently measured at
cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the
shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated
for recoverability whenever events or changes in circumstances indicate that their carrying
amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount
(ie. The higher of the fair value less cost to sell and the value-in-use) is determined on an
individual asset basis unless the asset does not generate cash flows that are largely independent
of those from other assets. In such cases, the recoverable amount is determined for the Cash
Generating Unit (CGU) to which theasset belongs.

The lease liability is initially measured at amortized cost at the present value of the future lease
payments. The lease payments are discounted using the interest rate implicit in the lease or, if not
readily determinable, using the incremental borrowing rates. Lease liabilities are remeasured with
a corresponding adjustment to the related right of use asset if the Company changes its assessment
if whether it will exercise an extension or a termination option.

Lease liability and ROU asset have been separately presented in the Balance Sheet and finance
cost portion of lease payments have been classified as financing cash flows.

Earnings Per Share

‘Basic earnings per share is computed by dividing the profit / (loss) after tax (including the post
tax effect of extraordinary items, if any) by the weighted average number of equity shares
outstanding during the year/period adjusted for bonus elements, if any, issued during the period.
Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post
tax effect of extraordinary items, if any) as adjusted for dividend, interest and other charges to
expense or income (net of any attributable taxes) relating to the dilutive potential equity shares, by
the weighted average number of equity shares considered for deriving basic earnings per share and

264
1.17

1.20

the weighted average number of equity shares which could have been issued on the conversion of
all dilutive potential equity shares. Potential equity shares are deemed to be dilutive only if their
conversion to equity shares would decrease the net profit per share from continuing ordinary
operations. Potential dilutive equity shares are deemed to be converted as at the beginning of the
period, unless they have been issued at a later date. The dilutive potential equity shares are
adjusted for the proceeds receivable had the shares been actually issued at fair value (i.e. average
market value of the outstanding shares). Dilutive potential equity shares are determined
independently for each period presented. The number of equity shares and potentially dilutive
equity shares are adjusted for share splits / reverse share splits and bonus shares, as appropriate.

Segment Reporting

Identification of segments:

Segments are identified in line with Ind AS-108 "segment Reporting", taking into consideration
the internal organisation and management structure as well as the differential risk and returns of
the segment.

Based on the Company's business model, manufacturing and/or trading of pipes, tubes & Steel
have been considered as the only reportable business and geographical segment.

Segment Po!

The Company prepares its segment information in conformity with the accounting policies
adopted for preparing and presenting the financial statements of the Company as a whole.

Provisions, Contingent Liabilities and Contingent Assets

Provisions are recognised when the Company has a present obligation (legal or constructive) as a
result of a past event, it is probable that the Company will be required to settle the obligation, and
a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle
the present obligation at the end of the reporting period, taking into account the risks and
uncertainties surrounding the obligation. When a provision is measured using the cash flows
estimated to settle the present obligation, its carrying amount is the present value of those cash
flows (when the effect of the time value of money is material).

When some or all of the economic benefits required to settle a provision are expected to be
recovered from a third party, a receivable is recognised as an asset if it is virtually certain that
reimbursement will be received and the amount of the receivable can be measured reliably.

Fair value measurement

Fair value is the price that would be received to sell an asset or settle a liability in an ordinary
transaction between market participants at the measurement date. The fair value of an asset or a
liability is measured using the assumption that market participants would use when pricing an
asset or a liability acting in their best economic interest. The Company used valuation techniques,
which were appropriate in circumstances and for which sufficient data were available considering
the expected loss/ profit in case of financial assets or liabilities.

Operating Cycle

Based on the nature of activities of the Company and the normal time between acquisition of
assets and their realisation in cash or cash equivalents, the Company has determined its operating
cycle as 12 months for the purpose of classification of its assets and liabilities as current and non-
current.

Current and non-current classification:

The assets and liabilities in the Balance Sheet are based on current/ non — current classification. An

265
1.21

@

(ii)

asset as current when it is:

a) Expected to be realised or intended to be sold or consumed in normal operating cycle

b) Held primarily for the purpose of trading

c) Expected to be realised within twelve months after the reporting period, or

d) Cash or cash equivalents unless restricted from being exchanged or used to settle a liability for
at least twelve months after the reporting period

All other assets are classified as non-current.
A liability is current when:

a) Expected to be settled in normal operating cycle

b) Held primarily for the purpose of trading

c) Due to be settled within twelve months after the reporting period, or

d) There is no unconditional right to defer the settlement of the liability for at least twelve months
after the reporting period

All other liabilities are treated as non - current.

Deferred tax assets and liabilities are classified as non - current assets and liabilities.
Critical and significant accounting judgements, estimates and assumptions
Critical estimates and judgements

The following are the critical judgements, apart from those involving estimations that the
management have made in the process of applying the Company’s accounting policies and that
have the most significant effect on the amounts recognized in the financial statements. Actual
results may differ from these estimates. These estimates and underlying assumptions are
reviewed on an ongoing basis. Revisions to the accounting estimates in the period in which the
estimate is revised if the revision affects only that period, or in the period of the revision and
future periods if the revision affects both current and future periods.

Useful lives of property, plant and equipment and intangible assets:

Management reviews the useful lives of depreciable assets at each reporting. As at December 31,
2021 management assessed that the useful lives represent the expected utility of the assets to the
Company. Further, there is no significant change in the useful lives as compared to previous year.

Allowance for expected credit losses:
The expected credit allowance is based on the aging of the days receivables are due and the rates
derived based on past history of defaults inthe provision matrix.

Income taxes:
Significant judgements are involved in determining the provision for income taxes, including
amount expected to be paid/recovered for uncertain tax positions.

Significant accounting judgements, estimates and assumptions

The preparation of the company's financial statements requires management to make judgements,
estimates and assumptions that affect the reported amounts of revenues, expenses, assets and
liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities.
Uncertainty about these assumptions and estimates could result in outcomes that require a
material adjustment to the carrying amount of assets or liabilities affected in future periods.

Judgements

In the process of applying the company’s accounting policies, management has made the
following judgements, which have the most significant effect on the amounts recognised in the
standalone financial statements:

266
Determination of lease term & discount rate:

Ind AS 116 leases requires lessee to determine the lease term as the non-cancellable period of a
lease adjusted with any option to extend or terminate the lease, if the use of such option is
reasonably certain. The company makes assessment on the expected lease term on lease by lease
basis and thereby assesses whether it is reasonably certain that any options to extend or terminate
the contract will be exercised. In evaluating the lease term, the company considers factor such as
any significant leasehold improvements undertaken over the lease term, costs relating to the
termination of lease and the importance of the underlying to the company’s operations taking
into account the location of the underlying asset and availability of the suitable alternatives. The
lease term in future period is reassessed to ensure that the lease term reflects the current economic
circumstances.

The discount rate is generally based on the incremental borrowing rate specific to the lease being
evaluated or for a portfolio of leases with similar characteristics.

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the
reporting date, that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year, are described below. The
company based on its assumptions and estimates on parameters available when the financial
statements were prepared. Existing circumstances and assumptions about future developments,
however, may change due to market changes or circumstances arising that are beyond the control
of the company. Such changes are reflected in the assumptions when they occur.

Impairment of non-financial assets

Impairment exists when the carrying value of an asset or cash generating unit exceeds its
recoverable amount, which is the higher of its fair value less costs of disposal and its value in
use. The fair value less costs of disposal calculation is based on available data from binding sales
transactions, conducted at arm’s length, for similar assets or observable market prices less
incremental costs for disposing of the asset. The value in use calculation is based on a
Discounted Cash Flow model. The cash flows are derived from the budget for the next five years
and do not include activities that the company is not yet committed to or significant future
investments that will enhance the asset’s performance of the Cash Generating Unit being tested.
The recoverable amount is sensitive to the discount rate used for the Discounted Cash Flow
model as well as the expected future cash-inflows and the growth rate used for extrapolation
purposes.

Taxes

Deferred tax assets are recognised for unused tax losses to the extent that it is probable that
taxable profit will be available against which the losses can be utilised. Significant management
judgement is required to determine the amount of deferred tax assets that can be recognised,
based upon the likely timing and the level of future taxable profits together with future tax
planning strategies.

Provision and contingent liability

On an ongoing basis, Company reviews pending cases, claims by third parties and other
contingencies. For contingent losses that are considered probable, an estimated loss is recorded as
an accrual in financial statements. Loss Contingencies that are considered possible are not
provided for but disclosed as Contingent liabilities in the financial statements. Contingencies the
likelihood of which is remote are not disclosed in the financial statements. Gain contingencies are
not recognized until the contingency has been resolved and amounts are received or receivable.

Changes in Accounting Policies

There have been no changes in the accounting policies of the Company during the last three financial years and
nine months ended December 31, 2021. For further details, see “Significant accounting policies” on page 258.

 

Income and Expenditure

Our income and expenditure are reported in the following manner:

267
Income

Our income comprises of revenue from operations and other income.

RESULTS OF OPERATIONS

The following table sets forth the results of operation derived from the Restated Financial Statements for the
nine-month period ended December 31, 2021 and for Fiscals 2021, 2020 and 2019, expressed in absolute terms.
and as a percentage of our revenue from operations, wherever applicable for the periods indicated.

Particulars

Revenue:

Revenue from Operations
Other Income

Total Income

Expenses:

Cost of materials consumed

Purchases of Stock in Trade

Change in inventories of
finished goods, —_ work-in-
progress and Stock in trade.

Employee benefits expense
Other expenses

EBITDA (excluding other
income)

Finance costs

Depreciation and amortisation
expense

Total Expenses

Profit before tax

Tax Expenses:

Current Tax

Deferred Tax

Earlier year tax adjustments
Total tax expenses

Profit for the year/period

Other comprehensive income:
Items that will not be
reclassified to Profit/(Loss)
-actuarial —gain/(Loss) on
defined benefit plan

-deferred tax on above

Total Comprehensive income
for the period

(in 2 million, except the percentage)
For nine-month

ended December 31, Fiscal 2021 Fiscal 2020 Fiscal 2019
2021
Amount % Amount % Amount % Amount %

2767.69 99.46% 3093.31 99.13% 1778.08 99.16% 1187.52 98.54%
15.11 0.54% 27.00 0.87% 15.14 0.84% 17.54 1.46%
2782.80 100% 3120.31 100% 1793.22 100% 1205.06 100.00%

2574.70 93.03% 2107.38 68.13% 1587.91 89.30% 1053.57 88.72%
64.55 2.33% 524.67 16.96% 66.10 3.72% - 0.00%

(367.38) (13.27)% (17.27) (0.56)% (84.15) (4.73)% (37.26) (3.14)%

42.17 1.52% 32.00 1.03% 26.69 1.50% 25.34 2.13%
98.53 3.56% 98.76 3.19% 65.17 3.67% 62.94 5.30%
355.12 12.83% 347.77 11.24% 116.36 6.54% 82.94 6.98%
42.61 1.54% 55.61 1.80% 45.54 2.56% 31.09 2.62%
10.58 0.38% 9.65, 0.31% 21.10 1.19% 19.93 1.68%

2465.76 89.09% 2810.80 90.87% 1728.35 97.20% 1155.61 97.31%

317.04 11.46% 309.51 10.01% 64.86 3.65% 49.46 4.16%
78.81 ¢ 78.25 2 15.30 . 12.92 2
2.28 * (6.46) : 771 - (0.96) :
. 2 1.39 . 0.57 . “ .
81.09 2.93% 73.18 2.37% 23.58 1.33% 1196 1.01%
235.95 8.53% 236.33 7.64% 41.28 2.32% 37.50 3.16%
0.16 0.31 (0.34) -
(0.04) (0.08) 0.09 :
236.07 8.53% «236.56 7.65% 41.02 2.31% 37.50 3.16%

(1) EBITDA is equal to revenue from operations less cost of materials consumed, less purchase of stock in trade, less change in
inventories of finished goods, stock-in-trade and work-in-progress, less employee benefit expense and less other expenses.
(2) Expenses & profit % had been derived on revenue from operation.

268
Finance costs: Finance costs comprises of interest expenses on working capital loans, term loans, unsecured
loans, deposits. Finance costs accounted for 1.54% , 1.80%, 2.56% and 2.62%, of our revenue from operation
for the nine-month period ended December 31, 2021 and for Fiscals 2021, 2020 and 2019, respectively.

Depreciation and amortisation expenses: Depreciation and amortisation expenses comprises of expenses on
depreciation and amortization. Depreciation and amortization expenses accounted for 0.38%, 0.31% ,1.19% and
1.68% of our revenue from operation for the nine-month period ended December 31, 2021 and for Fiscals
2021, 2020 and 2019, respectively. The major components of depreciation expenses pertains to depreciation on
plant and machinery which amount to 28.07 million, = 7.43 million, = 18.43 million and 2 18.44 million
respectively for the nine-month period ended December 31, 2021 and for Fiscals 2021, 2020 and 2019,
respectively.

Other expenses: Other expenses comprise primarily of manufacturing expenses, selling and distribution
expenses, administrative expenses and other miscellaneous expenses. Other expenses accounted for
3.56%,3.19%,3.67% & 5.30% of our revenue from operation for the nine-month period ended December 31,
2021 and for Fiscals 2021, 2020 and 2019, respectively.

Tax Expenses: Tax expenses comprise the Current Tax Expense, Deferred Tax and Earlier year tax adjustments.
Results of Operations for the nine-month ended December 31, 2021
Income

Our revenue from operations for the nine-month period ended December 31, 2021 was % 2,767.69 million out of
which sale of goods in seamless pipes category was 30.49 % i.e., = 843.90 million and 58.51 % i.e., = 1,619.36
million in welded pipes. Sale of traded goods and others (including scrap sales) was 11.00 % ie., 7304.43
million out of which sale of other steel product was 2.42% i.e., = 66.98 million of the revenue from operations.
In order to focus on our core area i.e. manufacturing of SS pipes/tubes we have discontinued sale of other steel
product from June, 2021. The details of trading activities during nine months period ended December 31, 2021
shall be as follows:

: (in & millions)
Particulars. Revenue from Trading
Steel coils 151.24
Other fittings 69.43
Scrap 16.78
Structural Steel 66.98
Total 304.43

Further, our other income for the nine-month period ended December 31, 2021 was @ 15.11 million which was
primarily due to foreign exchange gain, reversal of excess provision of ECL (expected credit loss) on debtors.

Expenses

The table below sets forth details in relation to our total expenses for the nine months ended period December
31, 2021

(in millions)

Particulars Nine months ended December 31, 2021

Cost of material consumed 2,574.70
Purchase of Stock in Trade 64.55
Changes in inventories of finished goods and work in (367.38)
progress

Employee benefit expense 42.17
Finance cost 42.61
Depreciation and Amortization expense 10.58
Other expenses 98.53
Total 2,465.76

Cost of materials consumed: Our cost of materials consumed for the nine-month ended period December 31,
2021 was 2 2,574.70 million. Details are set below:

270
Principal Components of Statement of Profit and Loss
Income
Our total income comprises of revenue from operations and other income.

Revenue from Operations

Our revenue of operations consists of revenue from the sale of our products, i.e. welded pipes/tubes and
seamless pipes/tubes, and sale of fittings and other steel products. The sale of our product accounted for =
2463.26 million, = 2,351.68 million, = 1,588.45 million and % 1,139.52 million for the nine-month period ended
December 31, 2021 and for Fiscals 2021, 2020 and 2019, respectively. Further the sale of fitting & other trading
product accounted for 2 304.43 million, = 741.63 million, = 189.63 million and 2 48.00 million for the nine-
month period ended December 31, 2021 and for Fiscals 2021, 2020 and 2019, respectively. Revenue from
operations accounted for 99.46%, 99.13%, 99.16% and 98.54% of our revenue for the nine-month period ended
December 31, 2021 and for Fiscals 2021, 2020 and 2019, respectively.

Other Income

Our other income consists of interest income derived from export incentives, foreign exchange gain, interest on
FD/margin and miscellaneous income. Other income accounted for 0.54%, 0.87%, 0.84% and 1.46% of our
revenue for the nine-month period ended December 31, 2021 and Fiscals 2021, 2020 and 2019, respectively.

Expenditure

Our expenses primarily comprise of (i) cost of material consumed, (ii) purchase of stock in trade, (iii) changes in
inventories of finished goods & work in progress, (iv) employee benefit expenses, (v) finance cost, (vi)
depreciation and amortisation expenses and (vii) other expenses.

Cost of Materials Consumed: Cost of materials consumed includes the inventory of our raw materials at the
beginning of the year, increased by the purchases of raw materials made during the respective period reduced by
the closing stock of such inventory at the end of the period. The key materials consumed include SS coils and
hollow pipes. Cost of raw materials consumed accounted for 93.03%, 68.13%, 89.30% and 88.72% of our
revenue from operations for the nine-month period ended December 31, 2021 and Fiscals 2021, 2020 and 2019,
respectively.

Purchases of Stock in Trade: Purchases of stock in trade comprises goods bought to be traded, such as other
steel products. Purchases of stock in trade accounted for 2.33%, 16.96 % and 3.72% of our revenue from
operations for the nine-month period ended December 31, 2021 and for Fiscals 2021 and 2020 respectively.
There was no purchase of stock in trade during Fiscal 2019.

Changes in inventories: Changes in inventories of finished goods are calculated on the basis of stock at the end
and the beginning of the period, comprising (a) traded goods; (b) work in progress; and (c) finished goods.

Changes in inventories of finished goods, work in progress and stock in trade were as a result of increase in
production and supply of our products. Changes in inventories of finished goods, work in progress and stock in
trade accounted for (13.27%), (0.56%), (4.73%) and (3.14%) of our revenue from operations for the nine-month
period ended December 31, 2021 and for Fiscals 2021, 2020 and 2019, respectively.

Hence, if we take cost of materials consumed, purchase of stock in trade & changes in inventory of finished
goods it will constitute 82.09%, 84.53 %, 88.29% and 85.58% of our revenue from operations for the nine-
month period ended December 31, 2021 and for Fiscals 2021, 2020 and 2019, respectively.

Employee benefit expenses: Employee benefit expenses arising from salaries, bonuses, wages, contribution to
provident fund, gratuity, employees’ state insurance. Employee benefit expenses accounted for 1.52%, 1.03%,
1.50% and 2.13% of our revenue from operation for the nine-month period ended December 31, 2021 and for
Fiscals 2021, 2020 and 2019, respectively.

269
(in % millions)

Particulars Nine months ended December 31, 2021
Opening stock 216.64
Add: Purchases 2,625.13
Less: Closing Stock 267.07
Total 2,574.70

Our cost of materials consumed was 22574.70 million for the nine months ended period December 31, 2021.
Our cost of materials consumed as a percentage of revenue from operations was 93.03% for the nine months
ended December 31, 2021. However if we take cost of materials consumed, purchase of stock in trade &
changes in inventory of finished goods it will constitute 82.09% of our revenue from operations for the nine-
month period ended December 31, 2021.

Purchases of stock in trade

Our expense towards purchases of stock in trade which primarily represents goods that we procured for trading
i.e other steel products for the nine-month period ended December 31, 2021 was 2 64.55 million.

Change in inventories of finished goods and work-in-progress and stock in trade

The table below sets forth details in relation to change in inventories for the nine months period ended

December 31, 2021:
(in millions)

Particulars Nine months period ended December 31, 2021

At the end of the period:
-Finished goods 485.54
-Work in progress 105.75

At the beginning of the period:

-Finished goods 201.96
-Work in progress 21.95
Total (367.38)

Our inventories increased by % 367.38 million, or 13.27 % of revenue from operation, to = 591.29 million as at
December 31, 2021. This was primarily attributable to increase in inventory of finished goods and work in
progress to 7591.29 million as at December 31, 2021 from % 223.91 million as at March 31.2021

Employee benefits expense

Our employee benefits expense for the nine-month period ended December 31, 2021 was % 42.17 million. Our
employee benefit expense as a percentage of revenue from operation was 1.52% for the nine months period
ended December 31, 2021.

Other expenses

Our other expenses for the nine-month ended December 31, 2021 was % 98.53 million. Our other expenses as a
percentage of revenue from operation was 3.56% of for the nine months period ended December 31, 2021.

EBITDA
For the reasons described above, our EBITDA was 2 355.12 million for the nine months ended December 31,

2021. Our EBITDA as percentage of revenue from operations for the nine months ended December 31, 2021
amounted to 12.83 %.

271
Finance costs

Our finance costs for the nine-month period ended December 31, 2021 was %42.61 million. The table below sets
forth the details:
(in millions)

Particulars Nine-months period ended December 31, 2021
Interest expenses
-On borrowing 25.05
-On others 5.05
Other borrowing cost 12.51
Total 42.61

Depreciation and Amortisation Expense

Our depreciation and amortisation expense for the nine-month period ended December 31, 2021 was = 10.58
million.

Profit before Tax

As a result of the foregoing factors, our profit before tax for the nine-month period ended December 31, 2021
was % 317.04 million.

Tax Expenses

Our tax expenses for the nine-month period ended December 31, 2021 was %81.09 million and our tax expense
as a percentage of our profit before tax was 25.58%.

(Loss)/Profit for the Year

As a result of the foregoing factors, our profit for the year for the nine-month period ended December 31, 2021
was % 235.95 million.

Other Comprehensive Income
Our other comprehensive income for the nine-month ended December 31, 2021 was % 0.12 million.
Total Comprehensive Income

As a result of the foregoing, our total comprehensive income (net of tax) for the nine-month ended December
31, 2021 was % 236.07 million.

Results of Operations for Fiscal 2021 compared to Fiscal 2020
Income

The table below sets forth details in relation to our revenue for Fiscal 2021 and Fiscal 2020:

(in million, except the percentage)

Particulars Fiscal 2021 Fiscal 2020 Percentage
Increase/(decrease)

Sale of products 3093.31 1778.08 73.97%

Other Income 27.00 15.14 78.34%

Our revenue from operations increased by 2 1,315.23 million or 73.97% to % 3,093.31 million for Fiscal 2021 as
compared to = 1,778.08 million for Fiscal 2020. This increase in revenue from operations was primarily due to
increased sales of our products resulting from a robust growth of domestic and export demand.

Our revenue from domestic sales increased by % 1,227.38 million or 71.44 % to 2 2,945.36 million from =
1,717.98 million in Fiscal 2020 while our revenue from export sale increased by = 87.85 million or 146.17% to
% 147.95 million for Fiscal 2021 from 2 60.10 million for Fiscal 2020. The increase in the export sale was due to
addition of new customers outside India.

272
Change in inventories of finished goods, work-in-progress and stock in trade

 

The table below sets forth details in relation to changes in inventories for the periods indicated below:

(in millions, except for percentages)

Particulars Fiscal 2021 Fiscal 2020 Percentage increase/
(decrease)
‘At the end of the year:

- Finished goods 201.96 184.38 9.53 %
-  Work-in-progress 21.95 22.26 (1.39) %
Total 223.91 206.64 8.36%

‘At the beginning of the year:
- Finished good 184.38 100.32 83.79 %
-  Work-in-progress 22.26 22.17 0.41%
Total 206.64 122.49 68.70%
Net Changes in Inventories (17.27) (84.15) (79.48)%

Our inventory level for finished goods in Fiscal 2021 had increased by 17.58 million i.e. from = 184.38 million
in Fiscal 2020 to % 201.96 million in Fiscal 2021. The increase in inventory of finished good is in line with
increase turnover in the Fiscal 2021. The level of work in progress in Fiscal 2021 is in similar line of Fiscal
2020.

Employee benefits expense

Our employee benefits expense increased by % 5.31 million or 19.90% to % 32 million for Fiscal 2021 from =
26.69 million for Fiscal 2020. The increase primary due to increase in salary and wages and increase in the
number of employees from 139 as at March 2020 to 154 as at March 31, 2021. Further, as a percentage of our
revenue from operation, the cost of employee benefit expenses reduced to 1.03% in Fiscal 2021 from 1.50% in
Fiscal 2020.

Other expenses
The table below sets forth details in relation our other expenses for the periods indicated below:

(in ® millions, except for percentages)

   

 

Consumption of stores & spares 70.65%
Legal and professional 3.92 c 102.06%
Repairing & maintenance machinery 0.69 21.05%

 

Rent, rates and taxes 3.00 152.10%
Security expenses 1.58 0.75 10.67%
Office expenditure 0.70 2.02 (65.35)%
Power & fuel 18.31 16.83 8.79%
Freight & loading/ unloading 14.15 9.85 43.65%
Communication 0.37 0.48 (22.92)%
Travelling and conveyance 0.45, 2.59 (82.63)%
Insurance expense 0.81 114 (28.95)%
Allowance for doubtful debts 4.92 - ;
Printing & stationery expenses 0.43, 0.38 13.16%
Contractor & job work charges 16.41 8.48 93.51%
Payment to auditors 0.30 0.10 200.00%
Sale promotion expenses 0.67 0.25 168.00%
Expenditure on CSR 0.94 -

Miscellaneous expenses 11.69 7.20 62.36%
Total 98.76 65.17 51.54%

Our other expenses increased by 2 33.59 million or 51.54% to % 98.76 million for Fiscal 2021 as compared to =
65.17 million for Fiscal 2020. This increase was primarily due to increase in job work charges, spares and tools

274
Our sale of finished goods increased by 2 763.23 million, or 48.05%, to = 2,351.68 million for Fiscal 2021 from
% 1,588.45 million for Fiscal 2020, which increase was primarily due to an increase of 188.74% in revenue from
the sale of goods in the seamless pipes category. In addition, our sales of welded pipes products increased by
133.84, million or 10.66% in Fiscal 2021 as compared to Fiscal 2020.

The sale of traded goods (including scrap sales) increased by % 552.00 million, or 291.09% %, to = 741.63
million for Fiscal 2021 from 2 189.63 million for Fiscal 2020. The increase in revenue from traded goods
(including scrap sales) was primarily due to the trading of other steel product such as structural beam, angles,
which increased from %68.04 million for Fiscal 2020 to % 504.34 million for Fiscal 2021, representing an
increase of 641.24%.

Other income increased by 2 11.86 million or 78.34% to % 27 million for Fiscal 2021 compared to = 15.14
million for Fiscal 2020. This increase in other income was primarily due to increase in interest income which
includes interest subsidy of % 7.43 million and increase in foreign exchange gain of 211.00 million.

Expenses

The table below sets forth details in relation to our total expenses for Fiscal 2021 compared to our total expenses
for Fiscal 2020:

(in & million, except the percentage)

Particulars Fiscal Fiscal Percentage increase/
2021 2020 (decrease)
Cost of material consumed 2,107.38 1,587.91 32.71%
Purchase of stock in trade 524.67 66.10 693.75%
Changes in inventories of finished goods, work in progress & (17.27) (84.15) (79.48)%
stock in trade
Employee benefit expense 32.00 26.69 19.90%
Finance cost 55.61 45.54 22.11%
Depreciation and amortisation expenses 9.65 21.10 (54.27)%
Other expenses 98.76 65.17 51.54%
Total 2,810.80 1,728.35 62.63%

Our total expenses increased by % 1,082.45 million or 62.63% to = 2,810.80 million for Fiscal 2021 compared to
21,728.35 million for Fiscal 2020. This was primarily attributable to:

Cost of materials consumed
The table below sets forth details in relation to our cost of materials consumed for the periods indicated below:

(in @ millions, except for percentages)

Particulars Fiscal 2021 Fiscal 2020 Percentage increase/
(decrease)
Opening stock 235.04 238.75, (1.55) %
‘Add: Purchases 2,088.98 1,584.21 31.86%
Less: Closing Stock 216.64 235.04 (7.83) %
Total 2,107.38 1,587.91 32.71 %

Our cost of materials consumed increased by % 519.47 million 32.71% to = 2,107.38 million for Fiscal 2021
compared to = 1587.91 million for Fiscal 2020. This increase was primarily due to increase in production as
well as prices of raw material especially stainless steel coils. The production for seamless pipes and welded
pipes for the Fiscal 2021 was 3,311 MT and 6,590 MT, respectively as compared to 1250 MT and 6,436 MT,
respectively for Fiscal 2020.

Purchases of stock in trade

Our expense towards purchases of stock in trade increased by = 458.57 million or 693.75% to = 524.67 million
for Fiscal 2021 as compared to 2 66.10 million for Fiscal 2020. This increase in purchases of stock in trade is
the result of purchase of trading goods of other steel products in the Fiscal 2021. Due to covid induced
disruption in production activity we continued with this trading opportunity in Fiscal 2021. In order to focus on
our core area i.e. manufacturing of SS pipes/tubes we discontinued trading of other steel products from June
2021. However, the trading in fitting & steel coil continues.

273
consumed, power and fuel, and freight cost which was due to increase in production and sales during the year.
Further, as a percentage of our revenue from operation, the other expenses reduced to 3.19% in Fiscal 2021 from
3.67% in Fiscal 2020.

EBITDA

For the reasons described above, our EBITDA increased by % 231.40 million, or 198.87 %, to = 347.77 million
for Fiscal 2021 from 2 116.36 million for Fiscal 2020.

Finance costs

The table below sets forth details in relation our finance cost for the periods indicated below:

Interest expenses

(in ® millions, except for percentages)

 

-On borrowings 36.51 25.71 42.01%
-On others 12.57 6.07 107.08%
Other borrowing cost 6.53 13.77 (52.58)%
Total 55.61 45.54 22.11%

Our finance costs increased by = 10.07 million or 22.11% to 2 55.61 million for Fiscal 2021 compared to =
45.54 million for Fiscal 2020. This increase was primarily due to increase in bank borrowing for the purpose of
working capital requirements in Fiscal 2021.

Depreciation and Amortisation Expense

Our depreciation and amortisation expense decreased by = 11.45 million or 54.27% to % 9.65 million for Fiscal
2021 compared to 221.10 million for Fiscal 2020. This decrease was primarily due to change in depreciation
method from written down value method to straight line method.

Profit before Tax

As a result of the foregoing factors, our profit before tax increased by = 244.65 million or 377.20% to = 309.51
million for Fiscal 2021 as compared to 2 64.86 million for Fiscal 2020. This increase was on account of
increased order flow, new direct customer acquisitions and better realisations.

(i) Increased Order Flows

During FY 2021 wherein lockdowns for a significant time period was imposed across the nation, the
Company’s revenue from (a) manufacturing activity increased by 2763.23 million; and (b) trading activity
increased by % 552.00 million.

Manufacturing Activity

The increased order flow was a result of increase in demand of products of industries connected with the
business of the Company leading to consequential increase in the demand of the Products of the Company.
Due to the COVID-19 situation, the demand for pharmaceutical products increased substantially which led
to increased demand for raw material such as active pharmaceutical ingredients (APIs”), which are
manufactured by chemical industries. The sudden jump in the demand for APIs necessitated capacity
expansion by the chemical industries in order to cater to its customer’s demands. The Products
manufactured by the Company are one of the necessary components required by such industries for such
capacity expansion. Also, during the COVID-19 period, the said chemical industries collaborated with
engineering services companies (“ESCs”) which assisted them in setting-up of new plants and
modernization of existing plants. These ESCs aggressively procured substantial quantity of Products of the
Company during FY 2021. On an overall basis, the chemical and engineering services sector contributed
to approximately 50.70% of the increased demand for the Company’s Products during COVID-19
impacted FY2021. The details of the (i) increase in revenue from manufacturing and trading activity; and

275
(ii) sector-wise contribution in the increased sales from manufacturing activity of the Company in FY2021
are provided as below:

Details of the increase in revenue from Manufacturing and Trading activity in FY 2021

     
 
  

 

a saa se/(Decrease) in Revenue in FY 2021
Manufacturing 2351.68 1588.45 763.23
Trading 741.63 189.63 552.00
Total 3093.31 1778.08 1315.23,

Details of sector-wise contribution in the increased sales from manufacturing activity of the Company in
FY2021

   

iGhemicals 984.03 597.11 386.92 50.70%
Engineering -
Exports 147.95, 60.10 87.85 11.51%
Other Sectors 1,219.70 931.24 288.45 37.79%
Total 2351.68 1588.45 763.23, 100.00%

Additionally, the export sales of the Company also contributed to 11.51% of the increased demand for the
Products of the Company.

Trading Activity

In addition to the reasons cited above, in FY 2021 the Company aggressively explored business
opportunities in the space of trading of structural steel products including iron ore pellets as a measure of
ensuring business continuity. This was done in the background of disturbances in the production cycle and
uncertainty over business continuity during the COVID-19 period. This strategy contributed an additional
revenue of % 476.45 million during FY2021. The details of trading activity during FY 2021 and FY 2020
are provided as under:

Details of Trading Activity during FY 2021 and FY 2020

 

Steel coils

Other fittings 23.81 15.07 8.74
Scrap 17.92 9.15 8.77
Structural Steel 504.34 68.04 436.30
Iron Ore Pellets 40.15 _ 40.15
Total 741.63 189.63 552.00

(ii) New Direct Customer Acquisitions

The major contribution to the revenue was on account of acquisition of new customers as well as order
increase from the existing customers in Chemical and Engineering sector. The details of new direct
customers (unique) acquisition and the revenue numbers for FY 2021 and FY 2020 and the details of
orders received from the above indicated sectors during the said period are as under:

276
Details of New Direct Customers (unique) acquisition and the revenue numbers for FY 2021 and FY 2020

  
 

          

 

No. of New ‘Revenue %of No.ofNew Revenue % of Total
Customers (In?Mn) Total Customers (In 7Mn) Sales
Sales
New Direct Clients 110 336.13 11% 81 150.97 8%

Details of orders received from the Chemicals and Engineering Sector for FY 2021 and FY 2020 (Unique
Customers)

 

No. of New Revenue % of No. of New Revenue % of Total
Customers (in Mn) Total Customers (in Mn) Sales
Sales
Chemicals 22 168.66 5.45 9 29.49 1.66
Engineering 71 134.62 4.35 54 104.94 5.90

(iii) Better Realizations

The Company experienced better realizations in FY 2021 due to the combined effect of increased order
flows and new direct customer acquisitions.

Tax Expenses

Our tax expenses increased by % 49.60 million or 210.35% to % 73.18 million for Fiscal 2021 compared to =
23.58 million for Fiscal 2020. The increase in tax expenses during Fiscal 2021 is mainly on account of increase
in current tax by 2 62.95 million, or 411.44%, to % 78.25 million for Fiscal 2021 from % 15.30 million for Fiscal
2020. The increase in current tax was primarily on account of increase in taxable income for Fiscal 2021. In
addition our deferred tax gain was = (6.46) million for Fiscal 2021 compared to a deferred tax expenses of =
7.71 million for Fiscal 2020.

Profit for the Year

Asa result of the foregoing factors, our profit for the year increased by = 195.04 million or 472.48% to % 236.32
million for Fiscal 2021 compared to = 41.28 million for Fiscal 2020.

Other Comprehensive Income

There is no material change in our other comprehensive income during Fiscal 2021. Our total other
comprehensive income (net of tax) was 2 0.23 million in Fiscal 2021 compared to 2 (0.25) million in Fiscal
2020.

Total Comprehensive Income

As a result of the foregoing, our total comprehensive income increased by = 195.54 million or 476.69% from =
41.02 million for Fiscal 2020 to 236.56 million for Fiscal 2021.

277
Results of Operations for Fiscal 2020 compared to Fiscal 2019
Income
The table below sets forth details in relation to our revenue for Fiscal 2020 and Fiscal 2019:

(in 2 millions, except for percentages)

Sale of products 1778.08 1,187.52 49.73 %
Other Income 15.14 17.54 (13.68) %

Our revenue from operations increased by = 590.56 million or 49.73% to 1,778.08 million for Fiscal 2020 as
compared to % 1,187.52 million for Fiscal 2019. This increase in revenue from operations was primarily due to
increased volume of sales and new customer acquisition during the year. Our sale of finished goods increased by
% 448.93 million, or 39.40%, to = 1,588.45 million for Fiscal 2020 from % 1,139.52 million for Fiscal 2019,
which increase was primarily due to an increase of 55.87%in revenue from the sale of finished goods in the
welded pipes category which increased by % 449.81 million, or 55.87%, to = 1,254.98 million for Fiscal 2020
from % 805.17 million for Fiscal 2019.

Our revenue from domestic sales increased by % 664.41 million or 63.06 % to 2 1,717.98 million from 2
1,053.57 million in Fiscal 2020 while our revenue from export sale decreased by 2 73.85 million or 55.13% to =
60.10 million for Fiscal 2020 from % 133.95 million for Fiscal 2019.

The sale of traded goods (including scrap sales) increased by 3141.63 million, or 295.06 % to 2189.63 million
for Fiscal 2020 from % 48.00 million for Fiscal 2019. The increase in revenue from traded goods (including
scrap sales) was primarily due to the trading of new steel products such as structural beams, angles amounting to
% 68.04 million in Fiscal 2020. There was no trading of these products in Fiscal 2019.

Other income decreased by % 2.40 million or 13.68% to = 15.14 million for Fiscal 2020 compared to 17.54
million for Fiscal 2019. This decrease in other income was primarily due to decrease in interest income on
account of receipt of interest subsidy in Fiscal 2019 which was absent in Fiscal 2020.

Expenses

The table below sets forth details in relation to our total expenses for Fiscal 2020 compared to our total expenses
for Fiscal 2019:

(in millions, except for percentages)

Cost of material consumed 1587.91 1053.57 50.72%
Purchase of stock in trade 66.10 - 100%
Changes in inventories of finished goods, work in progress & (84.15) (37.26)

; 125.85%
stock in trade
Employee benefit expense 26.69 25.34 5.33%
Finance cost 45.54 31.09 46.48%
Depreciation and amortisation expenses 21.10 19.93 5.87%
Other expenses 65.17 62.94 3.54%
Total 1728.35 1,155.61 49.56%

Our total expenses increased by = 572.74 million or 49.56% to & 1,728.35 million for Fiscal 2020 compared to =
1,155.61 million for Fiscal 2019. This increase in expenses was primarily due to:

278
 

Cost of materials consumed

The table below sets forth details in relation to our cost of materials consumed for the periods indicated below:

(in millions, except for percentages)

    
    

   

150.66% |

 

 

 

 

i I I I
~ Add: Purchases [ [ 6 32.34%
5: Nn | 04 75 (1.55%) _
Total I 1,587.91 1,053.57 _ 50.72%

 

Our cost of materials consumed increased by 534.34 million or 50.72% to 2 1,587.91 million for Fiscal 2020
as compared to = 1,053.57 million for Fiscal 2019. This increase was primarily due to increase in production &
sales. The production for seamless pipes and welded pipes for the Fiscal 2020 was 1250 MT and 6436 MT,
respectively, as against 903 MT and 3283 MT, respectively, for Fiscal 2019.

Purchases of stock in trade

Our expense towards purchases of stock in trade increased by % 66.10 million or 100 % to % 66.10 million for
Fiscal 2020 compared to 2 nil for Fiscal 2019. This increase was primarily due to initiation of trading business
in other steel product such as structural beam, angles in last quarter of Fiscal 2020.

Change in inventories of finished goods

The table below sets forth details in relation to changes in inventories for the periods indicated below:

in ® millions, except for percentages)

 

 

 

 

 

At the end of the year:

- Finished goods 100.32 | 83.79%

- Work in Progress 22.17 0.41%
122.49 68.70%

 

 

 

 

 

 

 

100.32 | 66.77 | 50.25%

- Work in Progress 22.17 | 18.46 20.10%
- 122.49 85.23 43.72%

Net Changes in Inventories (84.15) | (37.26) | 125.85%

 

Our change in inventories of finished goods, work-in-progress and stock in trade increased by = 46.89 million or
125.85% to = (84.15) million for Fiscal 2020 compared to % (37.26) million for Fiscal 2019. This increase was
primarily due to increase in finished goods stock.

Employee benefits expense

Our employee benefits expense increased by 2 1.35 million or 5.33% to % 26.69 million for Fiscal 2020
compared to 25.34 million for Fiscal 2019. The increase was due to increments, salary and wages. Our
employee benefit expenses as a percentage of revenue from operation decreased to 1.50% for Fiscal 2020 from
2.13% for Fiscal 2019.

279
Other expenses
The table below sets forth details in relation our other expenses for the periods indicated below.

(in millions, except for percentages,

     

 

Consumption of stores & spares : | 22.10%
Legal and professional c 1 79.63%
Repairing & maintenance machinery. . . (1.72)%
Rent, rates and taxes (17.36)%

   

 

Security expenses 20.97%
Office expenditure 28.66%
Foreign exchange loss (100.00)%
Power & fuel 4.40%
Freight & loading/ unloading 11.30%
‘Communication 29.73%
Travelling and conveyance (15.08)%
Insurance expense. 660.00%
Printing & stationery expenses (24.00)%
Contractor & job work charges 33.75%
Payment to auditors negligible
Sale promotion expenses _ 56.25%
Miscellaneous expenses (27.86)%
Total 3.54%

Our other expenses increased by 3.54% to % 65.17 million for Fiscal 2020 compared to % 62.94 million for
Fiscal 2019. This increase was primarily due to increase in job work charges, cost of stores, spares and tools
consumed, legal and professional expenses, insurance expense.

Further, as a percentage of our revenue from operation, the other expenses reduced to 3.67% in Fiscal 2020 from
5.30% in Fiscal 2019.

EBITDA

For the reasons described above, our EBITDA increased by & 33.42 million, or 40.29 %, to = 116.36 million for
Fiscal 2020 from 2 82.94 million for Fiscal 2019.

Finance costs

The table below sets forth details in relation our finance cost for the periods indicated below.

(in millions, except for, ns) )

Interest expenses

-On borrowings 25.71 21.21 21.22%
-On others 6.07 1.93 214.51%
Other borrowing cost 13.77 7.96 72.99%
Total 45.54 31.09 46.48%

Our finance costs increased by 2 14.45 million or 46.48% to = 45.54 million for Fiscal 2020 compared to =
31.09 million for Fiscal 2019. This increase was due to increase in bank borrowing for the purpose of working
capital requirements in Fiscal 2020. Our Company had taken additional working capital loan of = 50 million in
Fiscal 2020 and also the increase was due to increase in interest rate on borrowings.

Depreciation and Amortisation Expense

Our depreciation and amortisation expense increased by 5.87% to = 21.10 million for Fiscal 2020 compared to
219.93 million for Fiscal 2019. The marginal increase was on account of addition of fixed assets.

280
Profit before Tax

As a result of the foregoing factors, our profit before tax increased by = 15.40 million or 31.14% to % 64.86
million for Fiscal 2020 compared to 2 49.46 million for Fiscal 2019.

Tax Expenses

Our tax expenses increased by % 11.62 million or 97.16% to % 23.58 million for Fiscal 2020 compared to 2
11.96 million for Fiscal 2019. This increase was primarily due to increase in taxable profit and increase in net
deferred tax expenses by 2 8.67 million.

Our current tax increased by 2 2.38 million, or 18.42%, to 2 15.30 million for Fiscal 2020 from 2 12.92 million
for Fiscal 2019. Our deferred tax expense was % 7.71 million for Fiscal 2020 compared to a deferred tax gain of
% (0.96) million for Fiscal 2019. For Fiscals 2020 and 2019, our tax expense as a percentage of our profit before
tax was 36.36 % and 24.18 %, respectively

Profit for the Year

As a result of the foregoing factors, our profit for the year increased by % 3.78 million or 10.08% to % 41.28
million for Fiscal 2020 compared to = 37.50 million for Fiscal 2019.

Other Comprehensive Income

Our total other comprehensive income (net of tax) was 2 (0.25) million in Fiscal 2020. There was no other
comprehensive income during Fiscal 2019.

Total Comprehensive Income

As a result of the foregoing, our total comprehensive income increased by % 3.52 million or 9.39% from % 37.50
million for Fiscal 2019 to = 41.02 million for Fiscal 2020.

LIQUIDITY AND CAPITAL RESOURCES

Our liquidity requirements arise principally from our operating activities, working capital requirements, capital
expenditures for maintenance and expansion activities, and the repayment of borrowings. In the last three fiscal
years and the nine months period ended December 31, 2021, our principal sources of funding were cash from
operations and loan facilities. As at December 31, 2021, we had cash and cash equivalents (as per our cash flow
statement) of 2 0.39 million. Cash and cash equivalents comprised cash on hand and balances with banks in
current accounts.

For details of our fund-based credit facilities and non-fund-based credit facilities as at April 7, 2022, see
“Financial Indebtedness” on page 250.

Indebtedness

Our Company has availed loans in the ordinary course of business for the purposes of meeting working capital
requirements and for capital expenditure. As on April 7, 2022, the outstanding amount under the secured fund
based borrowings of our Company was % 612.48 million, secured non-fund based facilities availed by our
Company, was 270.55 million and other unsecured loan was = 98.89 million. Set forth below is a brief summary
of the aggregate borrowings of our Company as on April 7, 2022, as certified by Statutory Auditor on April 19,
2022:

(in million)

Category of borrowing Sanctioned Amount Outstanding amount
Secured Fund Based Facilities
Working Capital! 450.00 449.41
Term Loan? 99.65 95.69

281
Discounting Limit? 17.38 17.38

 

Supplier Financing* 50.00 50.00
Sub Total 617.03 612.48
Secured Non — Fund Based Facilities

LC Limit® 140.55 70.55
Sub Total 140.55 70.55
Unsecured Loan Facilities® 120.00 98.89
Total 877.58 781.92

*Secured Working Capital include Cash Credit Facility.

? Secured Term loan includes Term loan against fixed assets, working capital term loan & Vehicle loan from banks.

3 Secured Discounting limit includes Post Shipment LC facility along with sub limit of Inland LC bill discounting facility

Supplier financing includes loan facility by Tata Capital Financial Services Limited for purchase of inventory from specific suppliers.

5 State Bank of India had sanctioned Fund Based & Non fund Based limit to the company on March 23, 2022 and had taken over the limit of existing bankers
of the company i.e Karnataka Bank & Bandhan Bank. The LC limit includes Rs 70.55 million sanctioned limit of Karnataka bank & Rs 70 million sanctioned
limit of State Bank of India. Out of Rs 220 million LC limit of Karnataka Bank, SBI had paid of Rs 150 million on March 31, 2022 to Karnataka Bank and
balance Rs 70 million of Karnataka bank (currently the company had provided 100% cash margin in the form of Bank fixed deposit for LC/FLC's
outstanding for Rs. 70.55 million) will be repaid as and when the LC’s/FLC become due, post liquidation of all LC/FLC's the limit of Karnataka bank will be
extinguished. Similarly the discounting limit with Karnataka bank will be repaid as and when it becomes due and post repayment the limit will be
extinguished.

© Unsecured Loan Facilities includes the loan taken from Ambaji Warehouse Park (Partnership Firm) and Oxyzo Financials Services Pvt Ltd.

CASH FLOWS

The table below summarises the statement of cash flows, for the respective period indicated below.

(Zin million)
Ney cali used" ‘penerted fom (579.63) 113.26 24.12 (66.58)
operating activities

Net cash used in investing activities 484.61 (24.17) (123.61) (13.87)
Net cash generated from financing 4458 isi ibis Hae
activities:

Cash and cash equivalents atthe 069 350 oad 64
beginning of the period

Cash and cash equivalents at the end of 538 ie aap 7
the period

Cash and cash equivalents in the balance sheet comprise cash at banks, cash on hand and short term deposits.
with an original maturity of three months or less, which are subject to an insignificant risk of change in value.

Cash Flows from Operating Activities
Nine-months ended December 31, 2021

Net cash used in operating activities for the period of nine-month period ended December 31, 2021 was 2
579.63 million. Profit before taxes was = 317.04 million and adjustments to reconcile profit before taxes to
operating profit before working capital changes primarily consisted of (i) depreciation and amortisation expense
of = 10.58 million; (ii) finance costs of = 30.10 million; which was partially off-set by (iii) reversal of provision
for expected credit loss of = 7.49 million (iv) interest income of % 3.55 million; Operating profit before working
capital changes was 2 346.68 million for period of nine-month period ended December 31, 2021 and
adjustments to working capital in period of nine-month period ended December 31, 2021, comprised of (i)
increase in trade and other payables of % 99.72 million; (ii) increase in other current and non-current liabilities of
% 3.69 million; (iii) decrease in other current & non-current financial liability of = 0.54 million (iv) an increase
in trade and other receivables of = 283.95 million; (v) increase in other non- current & current financial assets
of & 0.56 million; (vi) increase in other current assets of = 299.23 million; and (vii) = 419.22 million increase in
inventories. Direct tax paid amounted to = 26.22 million.

282
Fiscal 2021

Net cash generated from operating activities for Fiscal 2021 was 2113.26 million. Profit before taxes was 2
309.51 million and adjustments to reconcile profit before taxes to operating profit before working capital
changes primarily consisted of (i) depreciation and amortisation expense of % 9.65 million; (ii) finance costs of =
49.08 million; (iii) provision for expected credit loss of = 4.92 million which was partially off-set by (iv) interest
income of @ 12.48 million; Operating profit before working capital changes was 2 360.68 million in Fiscal 2021
and adjustments to working capital in Fiscal 2021, comprised of (i) increase in trade and other payables of =
11.22 million; (ii) increase in other current and non- current liabilities of = 32.72 million; (iii) decrease in other
current & non-current financial liability of 2 0.65 million (iv) an increase in trade and other receivables of =
148.16 million; (v) increase in other non- current & current financial assets of = 25.73 million; (vi) increase in
other current assets of 2 110.47 million ;and (vii) % 0.96 million decrease in inventories. Direct tax paid
amounted to & 7.30 million.

Fiscal 2020

Net cash generated from operating activities for Fiscal 2020 was % 24.12 million. Profit before taxes was = 64.86
million and adjustments to reconcile profit before taxes to operating profit before working capital changes
primarily consisted of (i) depreciation and amortisation expense of 21.10 million; (ii) finance costs of = 31.77
million; which was partially offset by (iii) reversal of provision for expected credit loss of = 8.20 million; (iv)
interest income of 2 3.40 million; Operating profit before working capital changes was = 106.13 million in
Fiscal 2020 and adjustments to working capital in Fiscal 2020, comprised of (i) increase in trade and other
payables of = 88.44 million; (ii) increase in other current and non- current liabilities of = 2.09 million; (iii)
increase in other current and non- current financial liabilities of = 0.25 million; (iv) an increase in trade and
other receivables of = 82.98 million; (v) decrease in other current and non- current financial assets of = 10.78
million; (vi) an increase in other current assets of = 8.53 million; and (vii) = 81.08 million increase in
inventories. Direct tax paid amounted to 2 10.98 million.

Fiscal 2019

Net cash used in operating activities for Fiscal 2019 was 66.58 million. Profit before taxes was = 49.46 million
and adjustments to reconcile profit before taxes to operating profit before working capital changes primarily
consisted of (i) depreciation and amortisation expense of 2 19.93 million; (ii) finance costs of = 23.13 million;
which was partially off-set by (iii) reversal of provision for expected credit loss of % 6.6 million; (iv) interest
income of % 10.30 million; Operating profit before working capital changes was 2 75.62 million in Fiscal 2019
and adjustments to working capital in Fiscal 2019, comprised of (i) increase in trade and other payables of =
208.37 million; (ii) increase in other current liabilities of = 29.06 million; (iii) an increase in trade and other
receivables of = 158.44 million; (iv) an increase in other current financial assets of = 27.87 million; and (v) =
180.41 million increase in inventories. Direct tax paid amounted to 2 12.92 million.

Cash Flows from Investing Activities

Nine-month period ended December 31, 2021

Net cash generated from investing activities for the period of nine months period ended December 31, 2021 was
% 484.61 million, primarily on account of (i) proceeds from issue of fresh equity shares of = 569.43 million; (ii)
interest income of % 3.55 million; and this was partially offset by (iii) purchase of property, plant and equipment
and capital work-in-progress of = 75.17 million; and (iv) investment in fixed deposit of = 13.20 million.

Fiscal 2021

Net cash used in investing activities for Fiscal 2021 was 24.17 million, primarily on account of (i) purchase of
property, plant and equipment and capital work-in-progress of = 50.39 million; and this was partially offset by

(ii) interest income of % 12.48 million; and (iii) cash received on maturity of deposit/margin money of % 13.74
million

283
Fiscal 2020

Net cash used in investing activities for Fiscal 2020 was 2123.61 million, primarily on account of (i) purchase of
property, plant and equipment and capital work-in-progress of = 74.24 million; (ii) investment in fixed deposits
of 2 52.77 million and this was partially offset by (iii) interest income of % 3.4 million;

Fiscal 2019

Net cash used in investing activities for Fiscal 2019 was = 13.87 million, primarily on account of (i) purchase of
property, plant and equipment and capital work-in-progress of = 20.88 million; (ii) investment in fixed deposit
of 3.29 million and this was partially offset by (iii) interest income of = 10.30 million;

Cash Flows from Financing Activities

Nine-months ended December 31, 2021

Net cash generated from financing activities for the period of nine-months ended December, 2021 was 2 94.72
million, primarily representing the following: (i) net repayment of non-current borrowings of % 26.02 million;
(ii) net proceeds from current borrowings of = 151.06 million; and (iii) finance cost of = 30.32 million.

Fiscal 2021

Net cash used in financing activities for Fiscal 2021 was 2 91.91 million, primarily representing the following:
(i) net proceeds from non-current borrowings of = 4.31 million; (ii) net repayment of current borrowings of =
55.40 million; and (iii) finance cost of = 40.81 million.

Fiscal 2020

Net cash generated from financing activities for Fiscal 2020 was = 100.15 million, primarily representing the
following: (i) net proceeds from non-current borrowings of % 60.99 million; (ii) net proceeds from current
borrowings of = 70.93 million; and (iii) finance cost of = 31.77 million.

Fiscal 2019

Net cash generated from financing activities for Fiscal 2019 was % 77.16 million, primarily representing the
following: (i) net proceeds from non-current borrowings of = 50.50 million; (ii) net proceeds of current
borrowings of % 49.79 million; and (iii) finance cost of = 23.13 million.

RELATED PARTY TRANSACTIONS

We have engaged in the past, and may engage in the future, in transactions with related parties. The details of

the transactions with the related parties for the nine-month period ended December, 2021 and Fiscal 2021, 2020
and 2019 are as under:

Purchase of goods /

: 422.81 445.82 807.11 292.91
services

Purchase of _ fixed 37 34s Ln 283
assets . ” . “
Sale of goods 166.44 359.28 423.93 160.24
/services

Expenses incurred 3.79 5.82 7 =
Det yeceipt (payment) (26.86) 85.64 5.42 65.04

of unsecured loan

For details of our related party transactions, see “Restated Financial Statements — Annexure — V Note 29 -
Related Party Transactions” on page 232.

284
CONTRACTUAL OBLIGATIONS AND COMMITMENTS

The following table sets forth a maturity profile of our contractual obligations and commercial commitments as
of December 31, 2021:

(Zin million)
Particulars 5 Lessthan1 One tofive | More than
On Demand year cea Gye yeas Total

Non-Current Borrowings - - 163.16 - 163.16
Lease Liabilities - 0.81 2.55 - 3.36
Short Term Borrowings 299.14 37.76 - - 336.90
Trade Payable - 523.94 - - 523.94
Other Financial Liabilities - 0.57 - - 0.57
Total 299.14 563.08 165.71 - 1027.93

CONTINGENT LIABILITIES

As of December 31, 2021, our contingent liabilities that have not been provided for were as follows:
(@ in million)

Duty on import against advance licenses for export obligations 289.64

Total 289.64

For further details of certain matters which comprise our contingent liabilities, see “Restated Financial
Statements — Annexure - V Note 35.1” beginning on page 242.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements, derivative instruments, swap transactions or relationships
with affiliates or other unconsolidated entities or financial partnerships that would have been established for the
purpose of facilitating off-balance sheet arrangements.

CAPITAL EXPENDITURE
Historical capital expenditure
Our Company has undertaken capital expenditure for expansion & others in Fiscal 2021 and previous years. The

following table sets forth gross addition to our fixed assets for the period indicated:
(@ in million)

Capital Expenditure 27.81 82.84 46.17 20.88
Planned capital expenditure

In Fiscal 2023, we expect to incur 2 1,079.45 million capital expenditures, primarily in relation to expansion
project as detailed in “Objects of the Issue” at page no 90. We anticipate funding our planned capital
expenditures from Issue proceeds.

We have not entered into definitive agreements with any of these vendors and there can be no assurance that the
same vendors would be engaged to eventually supply the equipment or at the same costs. The quantity of
equipment to be purchased is based on the present estimates of our management. All quotations received from
the vendors mentioned above are valid as on the date of this Prospectus. If we engage someone other than the
vendors from whom we have obtained quotations or if the quotations obtained expire, such vendor’s estimates
and actual costs for the services may differ from the current estimates.

Quantitative and Qualitative Analysis of Market Risks

We are exposed to market risks, credit risk and liquidity risk during the course of our business.

285
Interest Rate Risk

We are exposed to interest rate risk where the fair value or future cash flows of a financial instrument will
fluctuate because of changes in market interest rates. Our Company has non-current borrowings in the form of
term loans & other unsecured loan and current borrowings in the form of working capital and LC credit. We
have a fixed rate of interest in case of vehicle loans and accordingly, there is no interest rate risk associated with
these borrowings. Our Company is exposed to interest rate risk associated with term loan, LC and working
capital facility due to floating rate of interest. Increases in interest rates would increase interest expenses relating
to our outstanding floating rate borrowings and increase the cost of new debt. In addition, an increase in interest
rates may adversely affect our ability to service long-term debt and to finance development of new projects, all
of which may in turn, adversely affect our results of operations.

For further details, see “Restated Financial Statements—Annexure V Note 30(b) — Interest Rate Risk” on page
237.

For further information, please refer to “Financial Indebtedness” on page 250.
Foreign Currency Exchange Rate Risk

Foreign exchange risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate
because of changes in foreign currency exchange rates. Our Company's exposure to the risk of changes in
foreign currency exchange rates relates primarily to our Company's operating activities. Our Company transacts
business primarily in USD and Euro. Our Company has foreign currency trade payables and receivables and is
therefore, exposed to foreign currency exchange risk. Our Company regularly reviews and evaluates exchange
rate exposure arising from foreign currency transactions.

In the nine-month period ended December 31, 2021 and for Fiscals 2021, 2020 and 2019, our operations in
foreign currency were 2 264.06 million, = 147.95 million, = 60.10 million and % 133.95 million, respectively,
and as a percentage of our revenue from operations, were 9.54%, 4.78%, 3.38% and 11.28%, respectively.

For further details, see “Restated Financial Statements - Annexure - V Note 30(b) Foreign Currency Risk” on
page 238.

Credit Risk

Credit risk is the risk that a counter party will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. Our Company is exposed to credit risk from its operating activities
(primarily trade receivables) and from its financing activities, including deposits with banks and other financial
instruments. We are subject to the risk that our counterparties under various financial or customer agreements
will not meet their obligations. If our customers do not pay us promptly, or at all, it may affect our working
capital cycle and/or we may have to make provision for or write-off on such amounts.

We measure the expected credit loss of trade receivables, which are subject to credit risk, based on historical
trend, industry practices and the business environment in which the entity operates and adjusted for forward
looking information. Loss rates are based on actual credit loss experience and past trends. We have used
practical expedient by computing the expected credit loss allowance for trade receivables based on provision
matrix. The provision matrix takes into account historical credit loss experience and adjusted for forward
looking information. The expected credit loss allowance is based on ageing of the days the receivables are due.
Further, we also consider factors such as track record, size of the institution, market reputation and service
standards to select the banks with which balances are maintained. Credit risk from balances with bank is
managed by our finance department. Our Company does not maintain significant cash in hand. Excess balance
of cash other than those required for its day to day operations is deposited into the bank.

For other financial instruments, we assess and manage credit risk based on internal assessment. Internal
assessment is performed for each class of financial instrument with different characteristics.

Liquidity Risk
We carry a liquidity risk to meet the present and future cash and collateral obligations. Liquidity risk is the risk

that our Company may not be able to meet its present and future cash and collateral obligations without

286
incurring unacceptable losses. Our objective is to, at all times, maintain optimum levels of liquidity to meet its
cash and collateral requirements. We rely on short term borrowings and operating cash flows in the form of
suppliers’ credit and working capital to meet our need for funds. Our Company does not breach any covenants.
wherever applicable on any of its borrowing facilities. We have access to a sufficient variety of sources of
funding as per requirements.

Competition and Price Risk
We face competition from local and foreign competitors.
Unusual or Infrequent Events or Transactions

Other than as described in this section and the sections of this Prospectus entitled “Our Business”, “Risk
Factors” on pages 139 and 23, respectively, there have been no events or transactions which may be described
as “unusual” or “infrequent”.

Seasonality of Business
Our business is not seasonal in nature.
Future Changes in Relationship between Costs and Revenues

Other than as described in “Risk Factors”, “Our Business” and “Management's Discussion and Analysis of
Financial Condition and Results of Operations”, beginning on pages 23, 139 and 253 respectively, we believe
there are no known factors that might affect the future relationship between cost and revenue.

Significant Dependence on a Single or Few Customers and Suppliers

We have diversified customer base. We do not currently have any material dependency on a single or a few
customers. Our top ten (10) customers (including stockist/traders) constitute 32%, 37%, 45% and 35% of total
sales for the nine-month period ended December 31, 2021 and for Fiscal 2021, Fiscal 2020 and Fiscal 2019
respectively. For further details, please refer to Risk Factor No. 2 titled “We have historically derived, and may
continue to derive, a significant portion of our income from our top 10 customers.” on page 25 of this
Prospectus.

We undertake procurement of raw materials from various sources i.e. domestic as well as international market
based on availability, cost and delivery time. We do not have any long-term contract with any of our suppliers
and procurement is done from various suppliers based on aforesaid criteria. We are in the industry for over 6
years and have a pool of long-standing suppliers. Further, when selecting new suppliers, we take into
consideration their reputation, product quality, price, reliability, infrastructure, delivery time and credit terms.

Competitive Conditions

As there are several companies which manufacture certain of the products that we sell in various geographical
markets, we face stiff competition from the existing players.

Since there are already established players in our product segment, we have to be always cost competitive and
quality conscious. Any deviation to the strategy may impact our ability to retain existing customers or acquire
new customers. Besides that general competitive factors in the market, which may affect the level of
competition over the short and medium term, include product features, quality, price, delivery, general customer
experience, time to market, availability of after-sale and logistics support, and relationships between producers
and their customers.

We expect competition in our industry from existing and potential competitors to intensify. For details, see
discussions of our competition, see “Risk Factors”, “Our Business” and “Industry Overview” on pages 23, 139
and 114.

Total turnover of each major industry segment in which our Company operated

We currently operate in a single business segment, i.e., pipes and fittings, and within India.

287
Significant Economic Changes that Materially Affected or are Likely to Affect Income from Continuing
Operations

Indian and international rules and regulations as well as the overall growth of the Indian and world economies
have a significant bearing on our operations. Major changes in these factors can significantly impact income
from continuing operations There are no significant economic changes that have materially affected our
Company’s operations or are likely to affect income from continuing operations except as described in “Risk
Factors” beginning on page 23.

Known Trends or Uncertainties that have had or are Expected to have a Material Adverse Impact on
Sales, Revenue or Income from Continuing Operations

Our business has been affected and we expect that it will continue to be affected by the trends identified above
in “Significant Factors Affecting Our Results of Operations and Financial Condition” and the uncertainties
described in the section “Risk Factors” beginning on pages 254 and 23, respectively. Except as disclosed in this
Prospectus, there are no known factors which we expect to have a material adverse impact on sales, revenue or
income from continuing operations.

Extent to which Material Increases in Net Sales or Revenue are due to Increased Sales Volume,
Introduction of New Products or Services or Increased Sales Prices

Changes in revenue in the last three Fiscals are as explained in the parts “Result of Operations for Fiscal 2021
compared to Fiscal 2020” and “Result of Operations for Fiscal 2020 compared to Fiscal 2019” in
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

Status of any Publicly Announced New Products or Business Segments

We have not announced any new products or business segments publicly.

Significant economic and regulatory changes

Other than as described above under the heading entitled “-Significant Factors Affecting Our Results of
Operations and Financial Condition”, “Risk Factors” and “Key Regulations and Policies” beginning on pages
254, 23 and 159, respectively, to the knowledge of the management of our Company, there are no other
significant economic changes that materially affect or are likely to affect income from continuing operations.
Known trends or uncertainties

Our business has been affected and we expect will continue to be affected by the trends identified above in “-
Significant Factors Affecting Our Results of Operations and Financial Condition” beginning on page 254 and
the uncertainties described in “Risk Factors” beginning on page 23. To our knowledge, except as described in
this Prospectus, there are no known factors which we expect will have a material adverse effect on our revenues
or income from continuing operations.

Qualifications, reservations, and adverse remarks in the last three fiscals

There are no qualifications, reservations and adverse remarks by our statutory auditor for the previous three
fiscal years and nine months ended December 31, 2021.

Significant Developments after December 31, 2021 that may affect our results of operations

Except as mentioned below, there has not been any significant development post December 31, 2021 that may
affect our results of operations or profitability, or the value of our assets or our ability to pay our material
liabilities within the next 12 months.

Subsequent to December 31, 2021 our financing facility from Karnataka Bank and Bandhan Bank were taken

over by State Bank of India. Pursuant to which our working capital limits, terms loans/ GECL facilities etc
where sanctioned in favour of company by State Bank of India.

288
SECTION VI - LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS

Except as stated in this section, there are no outstanding (i) criminal proceeding; (ii) actions taken by
regulatory or statutory authorities; (iii) disciplinary action including penalty imposed by the SEBI or stock
exchanges against our Promoter in the last five Fiscals, including outstanding action; (iv) claims related to
direct and indirect taxes in a consolidated manner; and (v) details of any other pending material litigation
which are determined to be material as per a policy adopted by our Board (“Materiality Policy”), in each case
involving our Company, Promoters, Directors and subsidiaries (‘Relevant Parties”).

For the purpose of (v) above, our Board in its meeting held on October 21, 2021 has considered and adopted a
policy of materiality for identification of material litigation involving the Relevant Parties and Group
Companies.

In terms of the Materiality Policy, all pending litigation involving the Relevant Parties, other than criminal
proceedings, actions by regulatory authorities and statutory authorities, disciplinary action including penalty
imposed by SEBI or stock exchanges against our Promoter in the last five Fiscals including outstanding action
and tax matters, would be considered ‘material’ for disclosure in this Prospectus:

(a) if the monetary amount of claim by or against the entity or person in any such pending proceeding is in
excess of 1.00% of the profit after tax of the Company for the last completed financial year covered in the
Restated Financial Statements (i.e. & 2.363 million) for Fiscal 2021; or

 

(b) such pending litigation is material from the perspective of Company's business, operations, financial results,
prospects or reputation, irrespective of the amount involved in such litigation.

Further, in relation to outstanding litigation involving our Group Companies that may have a material impact
on our Company, in accordance with the Materiality policy, we have considered such outstanding litigation
proceedings involving the Group Companies as material, which are material from the perspective of our
Company's business, operations, financial results, prospects 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. For this
purpose, our Board in its meeting held on October 21, 2021 has considered and adopted a policy of materiality
for identification of material outstanding dues to creditors. In terms of this materiality policy, outstanding dues
to any creditor of our Company having monetary value which exceed & 26.20 million, which is 5% of the total
trade payable of our Company as per the most recent period included in the Restated Financial Statements of
our Company included in this Prospectus, shall be considered as ‘material’. Accordingly, as of December 31,
2021 any outstanding dues exceeding % 26.20 million have been considered as material outstanding dues for the
purposes of disclosure in this section. Further, for outstanding dues to any party which is a micro, small or a
medium enterprise (“MSME”), the disclosure will be based on information available with our Company
regarding status of the creditor under section 2 of the Micro, Small and Medium Enterprises Development Act,
2006, as amended.

Further, pre-litigation notices (other than those issued by governmental, statutory or regulatory authorities)
received by the Company, its Subsidiaries, Directors, Promoters or Group Companies shall not be considered
as litigation until such time that any of the Company, its Subsidiaries, Directors, Promoters or Group
Companies, as the case may be, is made a party to proceedings initiated before any court, tribunal or
governmental authority, or judicial forum.

All terms defined in a particular litigation disclosure pertain to that litigation only. 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 initiated against our Company

289
 

As on the date of this Prospectus, there are no outstanding criminal proceedings against our Company.
Criminal proceedings initiated by our Company

As on the date of this Prospectus, there are no outstanding criminal proceedings
initiated by our Company.

Action by statutory or regulatory authorities against our Company

As on the date of this Prospectus, there are no outstanding actions by any statutory or regulatory
authorities against our Company.

Material outstanding litigation involving our Company
Material civil litigation initiated against our Company

As on the date of this Prospectus, there is no outstanding material civil litigation initiated against our
Company.

Material civil litigation initiated by our Company

As on the date of this Prospectus, there is no material civil litigation initiated by our Company.
Litigation involving our Directors

Outstanding criminal proceedings involving our Directors

Criminal proceedings against our Directors

As on the date of this Prospectus, there are no criminal proceedings against our Directors.
Criminal proceedings initiated by our Directors

As on the date of this Prospectus, there are no outstanding criminal proceedings initiated by our
Directors.

Pending action by statutory or regulatory authorities against our Directors

As on the date of this Prospectus, there is no action by statutory or regulatory authorities against out
Directors.

Material outstanding litigation involving our Directors

Material civil litigations initiated against our Directors

As on the date of this Prospectus, there is no material civil litigation initiated against our Directors.
Material civil litigations initiated by our Directors

As on the date of this Prospectus, there is no material civil litigation initiated by our Directors.

Litigation involving our Promoter

Outstanding criminal proceedings involving our Promoters

Criminal proceedings against our Promoters

290
Iv.

As on the date of this Prospectus, there are no outstanding criminal proceedings initiated against our
Promoters.

Criminal proceedings initiated by our Promoters

As on the date of this Prospectus, there are no outstanding criminal proceedings initiated by our
Promoters.

Pending action by statutory or regulatory authorities against our Promoter

As on the date of this Prospectus, there is no pending action by statutory or regulatory authorities
against our Promoter.

Material outstanding litigation involving our Promoters

Material civil litigations against our Promoters

As on the date of this Prospectus, there are no material civil litigations against our Promoters.
Material civil litigations initiated by our Promoters

As on the date of this Prospectus, there are no material civil litigations initiated by our Promoters.

Disciplinary action including penalty imposed by SEBI or stock exchanges against our Promoters in
the last five financial years immediately preceding the date of filing of this Prospectus

There are no disciplinary action including penalty imposed by SEBI or stock exchange against our
Promoters in the last five financial years immediately preceding the date of the filling of this
Prospectus.

Litigation involving our Group Companies which may have a material impact on our Company

As on the date of this Prospectus, there is no litigation involving our Group Companies which may
have a material impact on our Company.

Tax claims

Except as disclosed below, there are no claims related to direct and indirect taxes, involving our
Company, Directors and Promoters:

Nature of case Number of cases Amount involved (in = million)#

Company

Direct tax NIL NIL
Indirect tax 1 11.88
Directors

Direct tax NIL NIL
Indirect tax 1 16.83
Promoters

Direct tax NIL NIL
Indirect tax NIL NIL

# The Company has not made any provisioning for probable liabilities, if any, arising out of the outstanding litigations.

Material Tax Matters
Indirect Tax Matter Involving our Company

1. The Office of the Principal Commissioner of Customs, Mundra (“Custom Office”) issued a show
cause notice (Notice No. 2020127M0000011161D) (“Notice”) dated December 30, 2020 to our
Company with respect to the levy of anti — dumping duty and integrated goods and services tax
(“IGST”) on consignments of cold — rolled flat products of stainless steel imported by our
Company from China. Through the Notice Custom Office asked our Company as to why anti -

291
VI.

Vil.

dumping duty amounting to 213,631,750 and IGST of 22,453,715 not be levied on the
consignment and recovered under Section 28 (1) of the Customs Act, 1962 from our Company.

The Company replied to the Notice on January 21, 2021 that such penalty on the Company is
unsustainable in law. However, our Company has paid 24,208,000 to the Custom Office with
respect to the above-mentioned claims. The balance amount is disputed.

Outstanding dues to creditors

Details of outstanding dues owed to micro, small and medium enterprises and other creditors as of
December 31, 2021 is set out below:

‘Types of Creditors Number of Creditors Amount involved (in % million)
Micro, Small and Medium 27 8.89
Enterprises
Material creditors 2 232.52
Other creditors 250 282.53
Total Outstanding Dues 279 523.94

The details of the material creditors of the Company as of December 31, 2021 have been uploaded on
the Company’s website along with the names of each such creditor and the respective outstanding
amounts. The details may be accessed at the link: https://www.venuspipes.com/investors/material-
documents/.

It is clarified that such details available on our website do not form a part of this Prospectus and
investors should not make any investment decision based on information available on the website of
our Company. Anyone placing reliance on any other source of information, including our Company’s
website, would be doing so at their own risk.

Material developments

Except as stated in “Management's Discussion and Analysis of Financial Condition and Results of
Operation — Significant Developments after December 31, 2021 that may affect our results of
operations” on page 288, there have not arisen, since the last date of the last financial information
disclosed in this Prospectus, any circumstances which materially and adversely affect, or are likely to
affect, our trading, our profitability or the value of our assets or our ability to pay our liabilities within
the next 12 months.

292
GOVERNMENT AND OTHER APPROVALS

Except as disclosed herein and in “Risk Factors” beginning on page 23, we have obtained all material and
necessary consents, licenses, permissions, registrations and approvals from various governmental, statutory and
regulatory authorities in India for undertaking our business. Unless stated otherwise, we have obtained
necessary approvals from the relevant government authorities with respect to our manufacturing facilities and
warehouses and such approvals are valid as on 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”
beginning on page 159.

The material approvals, consents, licenses, registrations and permits obtained by our Company which enable it
to undertake its current business activities, are set out below:

Iv

Corporate Approvals

Certificate of Incorporation dated February 17, 2015 issued by the RoC, Ahmedabad in the name of Venus
Pipes & Tubes Private Limited.

Certificate of Change of Name dated September 16, 2021 issued by the RoC, Ahmedabad pursuant to
conversion from private company to public company.

Approvals relating to the Issue

For details regarding the approvals and authorisations obtained by our Company in relation to the Issue, see
“Other Regulatory and Statutory Disclosures — Authority for this Issue” on page 296.

Tax related approvals

Permanent account number of our Company issued by the Income Tax Department, Government of India:
AAFCV0366A.

Tax deduction account number of our Company, issued by the Income Tax Department, Government of
India: RKTV02697C.

Registration number 24AAFCV0366A1ZT issued by the Government of Gujarat under the Gujarat Goods
and Services Tax Act, 2017.

Key Approvals obtained by our Company in relation to business and operations

We have a manufacturing unit located at Survey No. 233/2 & 234/1, Dhaneti, Bhuj Bhachau Road, Kutch,
Gujarat India.

Approvals in relation to the manufacturing unit

S.No. Details of License Date of expiry
1. Factories license bearing number 28311 dated March 13, 2020 issued by the Deputy | December 31, 2022
Director, Industrial Safety and Health, Adipur-Kutch.
2 UDYOG AADHAAR registration certificate bearing number GJ13B0001452 issued Not applicable
by the Ministry of Micro, Small and Medium Enterprises, Government of India.
3. UDYAM registration certificate dated December 24, 2020 with registration number — Not applicable

UDYAM-GJ-13-0004633 issued by the Ministry of Micro, Small and Medium
Enterprises, Government of India.

4. Membership certificate bearing membership number W5699P issued by the December 31, 2022
Confederation of Indian Industry.
5. ISO Certificate issued by Bureau Veritas Certification Holding SAS — UK Branch July 15, 2022

with certificate number IND.19.8180/U, issued under the ISO 9001:2015, ISO
14001:2015 & ISO 45001:2018 standard for maintaining quality management
systems, to our Company on July 28, 2016 and renewed on July 16, 2019.
6. Membership certificate dated May 12, 2017 with membership code 3071 issued by Not applicable
Gandhidham Chamber of Commerce and Industry.

293
S.No. Details of License Date of expiry
7. We have obtained a CCA on December 17, 2021 from the Gujarat Pollution Control | October 4, 2026.
Board for our Manufacturing Facility for operating our Manufacturing Facility,
under the Water Act, Air Act and authorization under Hazardous Management
Rules

Approvals in relation to the products

S. No. Details of License Date of expiry

1. Certificate from TUV NORD Systems GmbH & Co. KG bearing number June 2023
07/203/1409/WP/2188/20 for meeting the requirements of AD 2000-Merkblatt WO.

2. Certificate from TUV NORD bearing number 07/202/1409/WZ/2188/20 for June 2023
meeting the requirements of Pressure Equipment Directive 2014/68/EU — QA-
system in relation to materials EN 764-5, section 4.2 and AD2000-Merkblatt WO
for the manufacture of stainless steel seamless & welded pipes and tubes.

3. Approval from the Director of Boiler, Gujarat State bearing number May 15, 2022
DOB/TECH/2020/CA062020-20210000484 for manufacture of Carbon Steel,
Alloy Steel, Stainless Steel / Duplex Steel Welded & Seamless Pipes up to 400 mm
NB / Tubes up to 101.60 mm O.D. & U-Tubes under inspection of IBR — 1950
Code.

V_ Labour related approvals

1. Our Company has obtained registrations under various employee and labour related laws including the
Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, Employees State Insurance Act,
1948, the Contract Labour (Regulations and Abolition Act), 1970.

2. Registration as principal employer holding certificate number KTC/2019/CLRA/43 issued by the Assistant
Labour Commissioner, Kutch Gandhidham under the Contract Labour (Regulations and Abolition Act),

1970.

3. Certificate of registration bearing code number GJRAJ1453496 issued under the Employees’ Provident
Funds and Miscellaneous Provisions Act, 1952.

VI Other approvals and registrations
Our Company has obtained various registrations including Certificate of Importer-Exporter Code.
Commercial Approvals

1. Registration certificate bearing number 201/M31031/2021-22 issued by the EEPC India (formerly
Engineering Export Promotion Council) sponsored by Ministry of Commerce & Industry, Government of

India.

2. Import-Exporter code number 3715001267 allotted by the Directorate General of Foreign Trade, Ministry
of Commerce & Industry.

Intellectual property related approvals

1. Our Company has a trademark registration certificate dated February 8, 2017 for the trademark of our logo.

VEQUS

VII Pending Approvals

We have applied for a CTE amendment with GPCB vide application number '209123' on December 22, 2021
which was not processed due to submission of incomplete documentation. Thereafter, the Company filed a fresh
CTE amendment application bearing number '255708' for its proposed project on April 10, 2022 for approval
from GPCB.; . The Company is required to secure various approvals for running its operations at its
Manufacturing Facility including (i) factory license; (ii) registrations under employee and labour related laws
etc. In addition to these, for the purposes of carrying on its manufacturing operations, the Company is required

294
to obtain certain environmental consents, clearances, which are issued in various stages on Company’s
compliance with the requirements prescribed under the Air (Prevention and Control of Pollution) Act, 1981
(“Air Act’), Water (Prevention and Control of Pollution) Act, 1974 (“Water Act’) and Hazardous and Other
Wastes (Management and Transboundary Movement) Rules, 2016 (“Hazardous Waste Management Rules”)
and the procedures/guidelines prescribed by the Gujarat Pollution Control Board (“GPCB”). The standard
environmental approvals are in the form of (i) Consent to Establish (“CTE”) to establish its manufacturing
facilities and (ii) a Consolidated Consent and Approval (“CCA”) to commence its manufacturing operations ,
from the GPCB. As disclosed on page 294 of the DRHP, the Company has obtained a CCA on December 17,
2021 from the GPCB for operating its Manufacturing Facility at its current capacity, under the Water Act, Air
Act and authorization under Hazardous Management Rules.

In relation to financing the proposed project cost towards capacity expansion, technological upgradation, cost
optimization of its operations and as disclosed on page 91 of the RHP under “Objects of the Issue”, the
Company proposes to increase its production capacity (i) from 600 MT per month to 1200 MT per month of
welded pipes/tubes; and (ii) from 300 MT per month to 800 MT per month of higher diameter seamless
pipes/tubes. (“Capacity Expansion”). For achieving the above indicated Capacity Expansion in line with the
Objects of the Issue, the Company is required to obtain modification/amendment to the existing
licenses/approvals such as factory license, CTE, CCA at various stages of the Capacity Expansion.

Further, in line with the prescribed process by GPCB, the Company is required to obtain amendment to CTE for
Capacity Expansion prior commencement of construction of Civil and covered structure at its manufacturing
facilities. As per the revised Schedule of Implementation for the commencement of Civil and covered structure,
as indicated on page 97 is June 2022. Accordingly, the Company had applied for the CTE amendment with
GPCB vide application number '209123' on December 22, 2021 which was not processed due to submission of
incomplete documentation. Thereafter, the Company filed a fresh CTE amendment application bearing number
'255708' for establishing its new proposed plant on April 10, 2022 for approval from GPCB. (CTE
Application”), which is currently pending.

In case of a delay in receipt of CTE amendment approval there may be adverse impact on the schedule of
implementation of the Capacity Expansion. For further details please refer Risk Factor no. 27 - “We are subject
to various government regulations and if we fail to obtain, maintain or renew our statutory and regulatory
licenses, permits and approvals required to operate our business, our business, results of operations and cash
flows may be adversely affected. In addition, we have certain obligations under policies imposed and schemes
launched by the government that may not be directly beneficial or profitable to our business”.

295
OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for this Issue

Our Board has authorised the Issue, pursuant to their resolution dated October 21, 2021. Our Shareholders have
authorised the Issue pursuant to their resolution dated October 25, 2021. This Prospectus has been approved by
our IPO Committee pursuant to their resolution dated May 18, 2022. Our Company has received in-principle
approvals from the BSE and NSE for the listing of the Equity Shares pursuant to letters dated January 17, 2022
and January 20, 2022, respectively.

Prohibition by SEBI or other Authorities

Our Company, Promoters, members of the Promoter Group, Directors, and the persons in control of our
Company are not prohibited from accessing the capital markets or debarred from buying, selling or dealing in
securities under any order or direction passed by SEBI or any securities market regulator in any other
jurisdiction or any other authority/court.

Compliance with the Companies (Significant Beneficial Ownership) Rules, 2018

Our Company, our Promoters and members of our Promoter Group are in compliance with the Companies
(Significant Beneficial Ownership) Rules, 2018, to the extent applicable, as on the date of this Prospectus.

Directors associated with securities market

None of our Directors are associated with the securities market. There are no outstanding actions initiated by
SEBI in the last five years preceding the date of this Prospectus against our Directors.

Eligibility for the Issue

Our Company is eligible for the Issue in accordance with Regulation 6(1) of the SEBI ICDR Regulations as set
out under the eligibility criteria calculated in accordance with the Restated Financial Information prepared in
accordance with the Companies Act and restated in accordance with the SEBI ICDR Regulations:

a) Our Company has net tangible assets of at least = 30 million, calculated on a restated basis, in each of the
preceding three full years (of 12 months each), of which not more than 50% of the net tangible assets are
held as monetary assets;

b) Our Company has a minimum average operating profit of 150 million calculated on a restated basis,
during the preceding three years (of 12 months each), with operating profit in each of the preceding three
years;

c) Our Company has a net worth of at least = 10 million in each of the three preceding full years (of 12 months
each) calculated on a restated basis;

d) Our Company has not changed its name within the last one year; and

e) Our Company’s operating profit, net worth, net tangible assets, monetary assets and monetary assets as a
percentage of the net tangible assets derived from the Restated Financial Statements included in this
Prospectus as at, and for the last three years, are set forth below:

(in million, except percentage values)

Particulars March 31,2021 March 31,2020 March 31, 2019
Net Tangible Assets (A) 402.90 171.41 123.38
Operating Profits 338.12 95.26 63.01
Net Worth 399.31 162.76 121.74
Monetary Assets (B) 69.73 53.55 28.80
Monetary Assets as a percentage of 17.31% 31.24% 23.34%

Net Tangible Assets (B)/(A)(%)

i. Net tangible assets is the sum of all assets of the Group, as applicable, excluding intangible assets as
defined in Indian Accounting Standard 38 (Ind AS 38) notified under the Companies (Indian Accounting
Standards) Rules, 2015, as amended, read with Section 133 of the Companies Act, 2013 and in accordance
with Regulation 2(1)(gg) of the SEBI ICDR Regulations.

ii. Operating profit is defined as profit before finance costs, other income and tax expense.

296
iii. Net worth has been computed as: sum of the fully paid-up capital and other equity.

iv. Monetary assets represent the sum of cash and bank balances including deposits with banks and interest
accrued thereon (net of book overdraft) and investment in mutual funds. Book overdraft includes balances
where cheques have been issued in excess of bank balance but those cheques have not yet been presented
for clearance to the bank.

Our Company has operating profits in each of the Fiscal Years 2021, 2020 and 2019 in terms of our Restated
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 will ensure compliance with the conditions specified in
Regulation 7(2) of the SEBI ICDR Regulations, to the extent applicable.

Our Company is in compliance with the following conditions specified under Regulation 5 of the SEBI ICDR
Regulations:

(i) Our Company, our Promoters, the members of our Promoter Group, and our Directors are not debarred
from accessing the capital markets;

(ii) None of the Promoters or the Directors are promoters or directors of companies which are debarred from
accessing the capital markets by SEBI;

(iii) None of our Company, our Promoters or our Directors have been categorized as a Wilful Defaulter or a
Fraudulent Borrower; and

(iv) None of our Promoters and our Directors are fugitive economic offenders;

(v) There are no outstanding convertible securities of our Company or any other right which would entitle any
person with any option to receive Equity Shares of our Company as on date of filing of this Prospectus.

Further, in accordance with the SEBI ICDR Regulations, our Company shall ensure that the number of Allottees
shall not be less than 1,000, failing which the entire application monies shall be refunded forthwith. In case of
delay, if any, in refund within such timeline as prescribed under applicable laws, our Company shall be liable to
pay interest on the application money in accordance with applicable laws.

DISCLAIMER CLAUSE OF 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 TO MEAN
THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE
PROJECT FOR WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS
OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING
PROSPECTUS. THE BOOK RUNNING LEAD MANAGER, BEING SMC CAPITALS LIMITED HAS
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 ISSUE.

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 BOOK RUNNING LEAD
MANAGER, BEING SMC CAPITALS LIMITED IS EXPECTED TO EXERCISE DUE DILIGENCE
TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITIES ADEQUATELY IN
THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGER,
BEING SMC CAPITALS LIMITED HAS FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE
DATED DECEMBER 24, 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.

297
THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
OUR COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE
RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGER
ANY IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING PROSPECTUS.

Disclaimer from our Company, our Directors and the BRLM.

Our Company, our Directors, the BRLM 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. Anyone
placing reliance on any other source of information, including our Company’s website
hitps://www.venuspipes.com would be doing so at his or her or their own risk.

The BRLM accept no responsibility, save to the limited extent as provided in the Issue Agreement and the
Underwriting Agreement to be entered into between the Underwriters, and our Company.

All information shall be made available by our Company and the BRLM to the public and investors at large and
no selective or additional information would be available for a section of the investors in any manner
whatsoever, including at road show presentations, in research or sales reports, at Bidding centres or elsewhere.

Bidders were required to confirm and deemed to have represented to our Company, BRLM 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 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.

The BRLM and its respective associates and affiliates may engage in transactions with, and perform services
for, our Company and its respective group companies, 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 and its group companies, 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 Issue was made in India to persons resident in India (who are competent to contract under the Indian
Contract Act, 1872, including Indian nationals resident in India, Hindu Undivided Families (“HUFs”),
companies, other corporate bodies and societies registered under the applicable laws in India and authorized 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 RBI), systemically important
non-banking financial companies or trusts under the applicable trust laws, and who are authorized under their
respective constitutions to hold and invest in equity shares, public financial institutions as specified under
Section 2(72) of the Companies Act, venture capital funds, permitted insurance companies registered with
IRDAI 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.

This Issue was made in India to persons resident in India (including Indian nationals resident in India who are
competent to contract under the Indian Contract Act, 1872, as amended, HUFs, companies, corporate bodies and
societies registered under the applicable laws in India and authorised to invest in shares, domestic Mutual
Funds, Indian financial institutions, commercial banks, regional rural banks, co-operative banks (subject to
permission from RBI), systemically important NBFCs or trusts under applicable trust law and who are
authorised under their respective constitutions to hold and invest in shares, public financial institutions as

298
specified in Section 2(72) of the Companies Act, 2013, multilateral and bilateral development financial
institutions, state industrial development corporations, insurance companies registered with IRDAI, provident
funds (subject to applicable law) and pension funds, National Investment Fund, insurance funds set up and
managed by army, navy or air force of Union of India, insurance funds set up and managed by the Department
of Posts, Gol, NBFC-SIs and permitted Non-Residents including FPIs and Eligible NRIs, AIFs, FVCIs, and
other eligible foreign investors, if any, provided that they were eligible under all applicable laws and regulations
to purchase the Equity Shares.

Any dispute arising out of this Issue will be subject to the jurisdiction of appropriate court(s) at Ahmedabad,
India only.

The Red Herring Prospectus and this Prospectus does not constitute an invitation to subscribe to or purchase the
Equity Shares in the Issue in any jurisdiction, including India. Invitations to subscribe to or purchase the Equity
Shares in the Issue were made only pursuant to the Red Herring Prospectus. 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.

No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be
required for that purpose. Accordingly, the Equity Shares represented hereby have not been offered or sold,
directly or indirectly, and the Red Herring Prospectus and this Prospectus have not been distributed in any
jurisdiction, except in India. Neither the delivery of the Red Herring Prospectus and this Prospectus nor any
offer or sale hereunder shall, under any circumstances, create any implication that there has been no change in
the affairs of our Company from the date hereof or that the information contained herein is correct as of any
time subsequent to this date.

Eligibility and Transfer Restrictions

The Equity Shares offered in the Issue have not been and will not be registered, listed or otherwise qualified in
any jurisdiction except India and may not be offered or sold to persons outside of India except in compliance
with the applicable laws of each such jurisdiction. In particular, the Equity Shares have not been and will not be
registered under the U.S. Securities Act or the laws of any state of the United States and may not be offered or
sold in the United States (as defined in Regulation S under the U.S. Securities Act (“Regulation S”)) except
pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable state securities laws. The Equity Shares are being offered and sold only outside the
United States in compliance with Regulation S.

Each purchaser of the Equity Shares in the Issue in India shall be deemed to:

e Represent and warrant to our Company, the BRLM and the Syndicate Member that if it acquired any of the
Equity Shares as fiduciary or agent for one or more investor accounts, it has sole investment discretion with
respect to each such account and that it has full power to make the foregoing representations, warranties,
acknowledgements and agreements on behalf of each such account.

e Represents and warrant to our Company, the BRLM and the Syndicate Member that if it acquired any of the
Equity Shares for one or more managed accounts, that it was authorized in writing by each such managed
account to subscribe to the Equity Shares for each managed account and to make (and it hereby makes) the
representations, warranties, acknowledgements and agreements herein for and on behalf of each such
account, reading the reference to “it” to include such accounts.

« Agree to indemnify and hold the Company, the BRLM and the Syndicate Member harmless from any and
all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection
with any breach of these representations, warranties or agreements. It agrees that the indemnity set forth in
this paragraph shall survive the resale of the Equity Shares.

« Acknowledge that our Company, the BRLM, the Syndicate Member and others will rely upon the truth and
accuracy of the foregoing representations, warranties, acknowledgements and agreements.

Bidders were advised to ensure that any Bid from them does not exceed investment limits or maximum
number of Equity Shares that can be held by them under applicable law.

299
Disclaimer Clause of BSE

As required, a copy of the Draft Red Herring Prospectus was submitted to the BSE. The disclaimer clause as
intimated by BSE to our Company, post scrutiny of the Draft Red Herring Prospectus, is set forth below:

“BSE Limited (“‘the Exchange”) has given vide its letter dated January 17, 2022 permission to this Company to
use the Exchange's name in this offer document as one of the stock exchanges on which this 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 the NSE. The disclaimer clause as
intimated by NSE to our Company, post scrutiny of the Draft Red Herring Prospectus, is 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. No. letter Ref.: NSE/LIST/1477 dated
January 20, 2022, 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 the
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 the 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 to be issued and sold in the Issue. The BSE shall be the Designated Stock
Exchange with which the Basis of Allotment shall be finalised.

If the permissions to deal in, and for an official quotation of, the Equity Shares are not granted by any of the

Stock Exchanges mentioned above, our Company will forthwith repay, without interest, all monies received
from the applicants in pursuance of the Red Herring Prospectus and this Prospectus, in accordance with

300
applicable law. If such money is not repaid within the prescribed time, then our Company, and every officer in
default shall be liable to repay the money, with interest, as prescribed under applicable law.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading of the Equity Shares at the Stock Exchanges are taken within six Working Days from
the Bid/ Issue Closing Date or within such other period as may be prescribed.

If our Company does not Allot the Equity Shares within six Working Days from the Bid/ Issue Closing Date or
within such timeline as prescribed by SEBI, all amounts received in the Public Issue Accounts will be
transferred to the Refund Account and it shall be utilised to 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, subject to applicable law.

Consents

Consents in writing of (a) our Directors, our Company Secretary and Compliance Officer, the BRLM, Chief
Financial Officer, legal counsel, bankers/lenders to our Company, D&B, special advisors, our Statutory
Auditors, the Registrar to the Issue, the Syndicate Member, the Escrow Collection Bank(s), Public Issue
Account Bank(s) the Sponsor Bank(s), Refund Bank(s) and Monitoring Agency to act in their respective
capacities have been obtained and filed along with a copy of the Red Herring Prospectuis this Prospectus with
the RoC as required under Sections 26 and 32 of the Companies Act, 2013. Further, consents received prior to
filing of this Prospectus have not been withdrawn up to the time of filing of the Prospectus with RoC.

Expert to the Issue
Except as stated herein, our Company has not obtained any expert opinions.

Our Company has received written consent dated December 23, 2021 from M/s Maheshwari & Co, to include
their name as required under Section 26 (1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in
the Prospectus and as an “expert” as defined under section 2(38) and section 26(5) of the Companies Act, 2013
to the extent and in their capacity as our Statutory Auditors, and in respect of their (i) examination report, dated
March 21, 2022 on our Restated Financial Statements; and (ii) their report dated April 4, 2022 on the Statement
of Tax Benefits 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.

Our Company has received written consent dated October 25, 2021 from Er. Rajesh T. Panjwani to include his
name in the RHP as an “expert” as defined under section 2(38) and section 26(5) of the Companies Act, 2013 to
the extent and in his capacity as our chartered engineer, certifying the installed and future production capacities
and capacity utilization of our Manufacturing Facility, and such consent has not been withdrawn as on the date
of this Prospectus.

Commission and brokerage paid on previous issues
Since this is an initial public Issue of Equity Shares, no sum has been paid or has been payable as commission or

brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares since
our Company’s incorporation.

Capital issue during the previous three years by our Company, our listed Group Companies, subsidiaries
and associates

Our Group Companies are not listed on any stock exchange. For details in relation to the capital issuances by
our Company in the three years preceding the date of filing the Prospectus, see “Capital Structure — Notes to the
Capital Structure” beginning on page 78.

Performance vis-a-vis objects — our Company

Our Company has not made any public issue or rights issue during the five years immediately preceding the date
of the Draft Red Herring Prospectus.

301
Performance vis-a-vis objects — Last issue of Promoters
Our Promoters being individuals do not have securities listed on any stock exchange.

Price information of past issues handled by the BRLM (during current financial year and two financial
years preceding the current financial year) handled by SMC Capitals Limited.

SMC Capitals Limited has not handled any public issues during the current financial year (Fiscal 2023) and two
financial years (Fiscal 2022 and Fiscal 2021) preceding the current financial year.

Track record of past issues handled by the BRLM

For details regarding the track record of the BRLM, as specified in circular reference CIR/MIRSD/1/2012 dated
January 10, 2012 issued by SEBI, please see the websites of the BRLM, as set forth in the table below:

Sr. Name of the BRLM Website
No
i, SMC Capitals Limited www.smccapitals.com

Stock Market Data of Equity Shares

This being an initial public Issue of our Company, the Equity Shares are not listed on any stock exchange and
accordingly, no stock market data is available for the Equity Shares.

Mechanism for Redressal of Investor Grievances

The Registrar Agreement provides for retention of records with the Registrar to the Issue for a period of at least
eight years from the last date of dispatch of the letters of allotment and demat credit to enable the investors to
approach the Registrar to the Issue for redressal of their grievances.

All grievances in relation to the Bidding process may be addressed to the Registrar to the Issue with a copy to
the relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The Bidder should
give full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder DP ID,
Client ID, UPI ID, PAN, date of the submission of Bid cum Application Form, address of the Bidder, number of
the Equity Shares applied for and the name and address of the Designated Intermediary where the Bid cum
Application Form was submitted by the Bidder. Anchor Investors are required to address all grievances in
relation to the Issue to the BRLM. Further, the Bidder shall also enclose a copy of the Acknowledgment Slip
duly received from the concerned Designated Intermediary in addition to the 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 Issue.

The Registrar to the Issue shall obtain the required information from the SCSBs for addressing any clarifications
or grievances of ASBA Bidders. Our Company, the BRLM and the Registrar to the Issue accept no
responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with
their obligations under applicable SEBI ICDR Regulations. Investors can contact the Compliance Officer or the
Registrar to the Issue in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of
Allotment, non-credit of allotted Equity Shares in the respective beneficiary account, non-receipt of unblocking
intimation/refund intimations, as applicable, and non-receipt of funds by electronic mode.

In terms of SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2018/22 dated February 15, 2018 SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and subject to applicable law, 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. Further,
the investors shall be compensated by the SCSBs in accordance with SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 in the events of delayed unblock for
cancelled/withdrawn/deleted applications, blocking of multiple amounts for the same UPI application, blocking

302
of more amount than the application amount, delayed unblocking of amounts for non-allotted/partially-allotted
applications for the stipulated period. In an event there is a delay in redressal of the investor grievance in
relation to unblocking of amounts, the Book Running Lead Manager shall compensate the investors at the rate
higher of 2100 or 15% per annum of the application amount for the period of such delay. Further, the Book
Running Lead Manager shall regularly monitor redressal of investor grievances arising from any issue related
activities.

The Company has obtained authentication on the SCORES in compliance with the SEBI circular no.
CIR/OIAE/1/2014 dated December 18, 2014 in relation to redressal of investor grievances through SCORES.

Our Company has constituted a Stakeholders’ Relationship Committee. For details, see “Our Management” on
page 168.

Our Company has appointed Pavan Kumar Jain as our Company Secretary and Compliance Officer for the
Company who may be contacted in case of any pre-Issue or post-Issue related grievances. His contact details are
as follows:

Address: Survey No. 233/2 and 234/1, Dhaneti, Bhuj, Kachchh - 370020 Gujarat, India
Tel: +91 2836 232 183/84
E-mail: cs@venuspipes.com

Our Company has not received any investor complaint during the three years preceding the date of this
Prospectus. Further, no investor complaint in relation to our Company is pending as on the date of this
Prospectus.

Disposal of Investor Grievances by our Company

Our Company estimates that the average time required by our Company or the Registrar to the Issue or the
SCSB in case of ASBA Bidders, for the redressal of routine investor grievances shall be 10 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.

Exemption from complying with any provisions of securities laws, if any, granted by SEBI

Our Company has not filed any exemption from complying with any provisions of securities laws, if any,
granted by SEBI

303
SECTION VII - ISSUE INFORMATION
TERMS OF THE ISSUE

The Equity Shares being issued, offered and Allotted pursuant to the Issue shall be subject to the provisions of
the Companies Act, SEBI ICDR Regulations, SCRA, SCRR, the MoA, AoA, Listing Regulations, the terms of
the Red Herring Prospectus, the Prospectus, the abridged prospectus, Bid cum Application Form, the Revision
Form, the CAN/Allotment Advice and other terms and conditions as may be incorporated in other
documents/certificates that may be executed in respect of the Issue. The Equity Shares shall also be subject to
laws as applicable, guidelines, rules, notifications and regulations relating to the issue of capital and listing and
trading of securities issued from time to time by SEBI, the Government of India, the Stock Exchanges, the RBI,
RoC and/or other authorities, as in force on the date of the Issue and to the extent applicable or such other
conditions as may be prescribed by the SEBI, the Government of India, the Stock Exchanges, the RoC and/or
any other authorities while granting its approval for the Issue.

The Allottees upon Allotment of Equity Shares under the Issue will be entitled to dividend and other corporate
benefits, if any, declared by our Company after the date of Allotment. The Equity Shares issued in the Issue
shall rank pari passu with the existing Equity Shares in all respects including dividends. For further details, see
“Main Provisions of the Articles of Association” on page 330.

Mode of Payment of Dividend

Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the
Companies Act, the Memorandum and Articles of Association and provisions of the Listing Regulations and
any other guidelines or directions which may be issued by the Government in this regard. Dividends, if any,
declared by our Company after the date of Allotment (pursuant to the transfer of Equity Shares from the Issue
for Sale), will be payable to the Bidders who have been Allotted Equity Shares in the Issue, for the entire year,
in accordance with applicable laws. For further details, in relation to dividends, see “Dividend Policy” and
“Main Provisions of Articles of Association” beginning on pages 193 and 330, respectively.

Face Value, Issue Price, Floor Price and Price Band

The face value of each Equity Share is 10 and the Issue Price is = 326 per Equity Share. The Anchor Investor
Issue Price is = 326 per Equity Share.

The Price Band and the minimm Bid Lot size for the Issue was decided by our Company in consultation with
the BRLM, and advertised in all editions of Financial Express (a widely circulated English national daily
newspaper), all editions of Jansatta editions (a widely circulated Hindi national daily newspaper) and Bhuj
edition of Kutch Mitra (a widely circulated Gujarati daily newspaper), Gujarati also being the regional language
of Gujarat, where our Registered Office is situated), at least two Working Days prior to the Bid/Issue Opening
Date and 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, has been
pre-filled in the Bid cum Application Forms available on the respective websites of the Stock Exchanges. The
Issue Price shall be determined by our Company in consultation with the Book Running Lead Manager, after the
Bid/Issue Closing Date on the basis of assessment of market demand for the Equity Shares offered by way of
Book Building Process. At any given point of time, there shall be only one denomination for the Equity Shares.

The Issue
The Issue consists of a fresh Issue by our Company. All Issue-related expenses shall be borne by the Company.
Rights of the Equity Shareholders

Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our equity
Shareholders shall have the following rights:

A. Right to receive dividends, if declared;

B. Right to attend general meetings and exercise voting rights, unless prohibited by law;

C. Right to vote on a poll either in person or by proxy or e-voting, in accordance with the provisions of the
Companies Act;

304
Right to receive offers for rights shares and be allotted bonus shares, if announced;

Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;

Right of free transferability, subject to applicable laws including any RBI rules and regulations; and

Such other rights, as may be available to a shareholder of a listed public company under the Companies
Act, the SEBI Listing Regulations and the Articles of Association of our Company.

OmmS

For a detailed description of the main provisions of the Articles of Association of our Company relating to
voting rights, dividend, forfeiture and lien, transfer, transmission and/or consolidation/splitting, see “Main
Provisions of the Articles of Association” on page 330.

Allotment only 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
on the Stock Exchanges. In this context, our Company has entered into the following agreements with the
respective Depositories and Registrar to the Issue:

. Tripartite agreement dated September 28, 2021 amongst our Company, NSDL and Registrar to the
Issue.

. Tripartite agreement dated September 28, 2021 amongst our Company, CDSL and Registrar to the
Issue.

Market Lot and Trading Lot

Since trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in
this Issue will be in multiples of one Equity Share subject to a minimum Allotment of 46 Equity Shares. For
further details, see “Issue Procedure” beginning on page 312.

Joint Holders

Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders
of the Equity Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits of
survivorship.

Nomination facility to investors

In accordance with Section 72 of the Companies Act, 2013, read with the Companies (Share Capital and
Debentures) Rules, 2014, the sole Bidder, or the first Bidder along with other joint Bidders, may 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/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 and Corporate Office or to the registrar and transfer agents of our
Company.

Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall
upon the production of such evidence as may be required by the Board, elect either:

a) to register himself or herself as the holder of the Equity Shares; or
b) to make such transfer of the Equity Shares, as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself
or herself or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, the
Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of the
Equity Shares, until the requirements of the notice have been complied with. Since the Allotment of Equity

305
Shares in the Issue will be made only in dematerialized mode, there is no need to make a separate nomination
with our Company. Nominations registered with respective Depository Participant of the Bidder would prevail.
If the Bidder wants to change the nomination, they are requested to inform their respective Depository
Participant. Our Company shall comply with such disclosure and accounting norms as may be specified by
SEBI from time to time.

Bid/Issue Programme
BID/ ISSUE OPENED ON* Wednesday, May 11, 2022
BID/ ISSUE CLOSED ON Friday, May 13, 2022

“The Anchor Investor Bid/Issue Period was one Working Day prior to the Bid/Issue Opening Date i.e., Tuesday, May 10, 2022

An indicative timetable in respect of the Issue is set out below:

Event Indicative Date
Finalisation of Basis of Allotment with the Designated Stock Exchange On or about Thursday, May 19, 2022
Initiation of refunds (if any, for Anchor Investors) / unblocking of funds On or about Friday, May 20, 2022
from ASBA Account*

Credit of the Equity Shares to depository accounts of Allottees On or about Monday, May 23, 2022
Commencement of trading of the Equity Shares on the Stock Exchanges On or about Tuesday, May 24, 2022

*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/Issue Closing Date, the Bidder shall be compensated at a uniform rate of 2100 per day for the entire
duration of delay exceeding four Working Days from the Bid/Issue Closing Date by the intermediary responsible for causing such delay in
unblocking. The BRLM shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay
in unblocking. For the avoidance of doubt, the provisions of the SEBI circular no. SEBI/HO/CF D/DIL2/CIR/P/2021/2480/1/M dated March
16, 2021, as amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 shall be deemed to be
incorporated in the deemed agreement of the Company with the SCSBs to the extent applicable.

 

The above timetable, other than the Bid/Issue Closing Date, is indicative and does not constitute any
obligation or liability on our Company, or the BRLM.

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 Working Days of the Bid/Issue Closing Date, the timetable may be extended due to various factors,
such as extension of the Bid/Issue Period by our Company in consultation with the BRLM, revision of the
Price Band or 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.

Submission of Bids (other than Bids from Anchor Investors):

Bid/ Issue Period (except the Bid/ Issue Closing Date)
Only between 10:00 am and 5:00 pm (Indian
Submission and Revision in Bids Standard Time (“IST”))
Bid/ Issue Closing Date
Submission and Revision in Bids Only between 10:00 am and 3:00 pm IST

 

On the Bid/ Issue Closing Date:

(i) In case of Bids by QIBs and Non-Institutional Bidders, the Bids and the revisions in Bids were accepted
only between 10.00 a.m. and 3.00 p.m. (IST) and uploaded by 4.00 p.m. IST, and

(ii) In case of Bids by Retail Individual Investors, the Bids and the revisions in Bids were accepted only
between 10.00 a.m. and 3.00 p.m. (IST) and uploaded until 5.00 p.m. IST or such extended time as
permitted by the Stock Exchanges, in case of Bids by RIIs.

The Registrar to the Issue submitted 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/Issue Opening Date till the Bid/Issue Closing
Date by obtaining the same from the Stock Exchanges. The SCSB’s unblocked 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 by SCSBs or not blocked under the UPI Mechanism in the relevant ASBA
Account, as the case may be, would be rejected.

306
Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, Bidders were advised
to submit their Bids one day prior to the Bid/Issue Closing Date. Any time mentioned in the Red Herring
Prospectus is IST. Bidders were cautioned that, in the event a large number of Bids are received on the Bid/Issue
Closing Date, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded
were not considered for allocation under this Issue. Bids were accepted only during Working Days.

Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, Bidders were advised
to submit their Bids one day prior to the Bid/Issue Closing Date. Any time mentioned in the Red Herring
Prospectus is IST. Bidders were cautioned that, in the event a large number of Bids are received on the Bid/Issue
Closing Date, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot be uploaded
will not be considered for allocation under this Issue. Bids will be accepted only during Working Days.

None among our Company or any member of the Syndicate were liable for any failure in (i) uploading the Bids
due to faults in any software/ hardware system or otherwise; and (ii) the blocking of Bid Amount in the ASBA
Account on receipt of instructions from the Sponsor Bank on account of any errors, omissions or non-
compliance by various parties involved in, or any other fault, malfunctioning or breakdown in, or otherwise, in
the UPI Mechanism.

In case of discrepancy in data entered in the electronic book vis-vis data contained in the Bid cum Application
Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as
the final data for the purpose of Allotment.

Minimum Subscription

If our Company would not have received the minimum subscription in the Issue equivalent to at least 25% post
Issue paid up Equity Share capital of our Company (the minimum number of securities as specified under Rule
19(2)(b) of the SCRR), including through devolvement of Underwriters, as applicable, within 60 days from the
date of Bid/ Issue Closing Date on the date of closure of the Issue or; the minimum subscription of 90% of the
Issue on the date of closure of the Issue; or withdrawal of applications; or after technical rejections; or if the
listing or trading permission is not obtained from the Stock Exchanges for the Equity Shares so offered under
the Issue document, our Company shall forthwith refund the entire subscription amount received. If there is a
delay beyond four days after our Company becomes liable to pay the amount, our Company and our Directors,
who are officers in default, shall pay interest at the rate of 15% per annum.

Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number
of Bidders to whom the Equity Shares will be Allotted will be not less than 1,000.

Arrangements for Disposal of Odd Lots

There are no arrangements for disposal of odd lots since our Equity Shares will be traded in dematerialised form
only and market lot for our Equity Shares will be one Equity Share.

Restrictions, if any on Transfer and Transmission of Equity Shares

Except for lock-in of the pre-Issue capital of our Company, lock-in of the Promoters’ minimum contribution
under the SEBI ICDR Regulations and the Anchor Investor lock-in as provided in “Capital Structure” on page
78 and except as provided under the Articles of Association, there are no restrictions on transfer of the Equity
Shares. Further, there are no restrictions on transmission of any shares of our Company and on their
consolidation or splitting, except as provided in the Articles of Association. For details, see “Main Provisions of
the Articles of Association” beginning on page 330.

307
ISSUE STRUCTURE

Initial public offering of up to 50,74,100 Equity Shares for cash at a price of = 326 per Equity Share (including a
share premium of = 316 per Equity Share) aggregating up to 2 1654.16 million (the “Issue”).

The Issue is being made through the Book Building Process.

Particulars

Number
Equity
available
Allotment/
allocation**”

Shares
for

Percentage of
Issue size
available for
Allotment/
allocation

Basis of Allotment
if respective
category is
oversubscribed**

QIBs®

of Not more than 25,37,050

Equity Shares*

Not more than 50% of the
Issue shall be available for
allocation to QIBs.
However, 5% of the Net
QIB Portion shall be
available for allocation
proportionately to Mutual
Funds only. Mutual Funds
participating in the Mutual
Fund Portion will also be
eligible for allocation in the
remaining balance Net QIB
Portion. The unsubscribed
portion in the Mutual Fund
Portion will be available for
allocation to other QIBs

follows
Anchor

Proportionate as
(excluding the
Investor Portion):

(a) up to 50,743 Equity
Shares* shall be
available for allocation
on a proportionate basis
to Mutual Funds; and

(b) 964,121 Equity

Non-Institutional Bidders

Not less than 7,61,115
Equity Shares* available for
allocation or Issue less
allocation to QIB Bidders
and Retail _~—_—‘Individual
Investors out of which:

Not less than 15% of the
Issue or the Issue less
allocation to QIBs and Retail
Individual Investors will be
available for allocation,
subject to the following:

(i) one-third of the portion
available to Non
Institutional Bidders shall
be reserved for applicants
with an application size
of more than 2 0.2
million and up to = 1.0
million; and

(ii) two-third of the
portion available to Non
Institutional Bidders shall
be reserved for applicants
with application size of
more than @ 1.0 million.

Provided that the
unsubscribed portion in
either of the subcategories
specified above may be
allocated to applicants in the
other sub-category of Non-
Institutional Bidders.

The Equity Shares available
for allocation to Non-
Institutional Bidders under
the Non-Institutional
Portion, shall be subject to
the following:

(i) one-third of the portion

available to Non-
Institutional Bidders
shall be reserved for

308

Retail Individual
Investors

Not less than 17,75,935
Equity Shares* available
for allocation or Issue
less allocation to QIB
Bidders and = Non-
Institutional Bidders

Not less than 35% of the
Issue or Issue less
allocation to QIBs and
Non-Institutional
Bidders will be available
for allocation

Allotment to each Retail
Individual Investors shall
not be less than the
minimum Bid Lot,
subject to availability of
Equity Shares in the
Retail Portion, and the
remaining available
Equity Shares, if any,
shall be allotted on a
proportionate basis. For
Particulars

Minimum Bid

Maximum Bid

Mode of
Allotment

Bid Lot
Allotment Lot

Trading Lot

QIBs
Shares*shall be
Allotted on a

proportionate basis to
all QIBs including
Mutual Funds receiving
allocation as per (a)
above.

Our Company in
consultation with —_ the
BRLM, may allocate up to
60% of the QIB Portion to
Anchor Investors at the
Anchor Investor Allocation
Price on a discretionary
basis, out of which at least
one-third will be available
for allocation to Mutual
Funds only, subject to valid
Bid received from Mutual
Funds at or above the
Anchor Investor Allocation
Price

Such number of Equity
Shares so that the Bid
Amount exceeds = 200,000

Such number of Equity
Shares in multiples of 46
Equity Shares not exceeding
the size of the Issue, subject
to applicable limits.

Compulsorily in dematerialised form

Non-Institutional Bidders

applicants with an
application size of more
than = 0.20 million and
up to 2 1.00 million, and

(ii)two-third of the portion

available to Non-
Institutional Bidders
shall be reserved for
applicants with

application size of more
than 2 1.00 million,

Provided that the
unsubscribed portion in
either of the aforementioned
sub categories may be
allocated to applicants in the
other sub-category of Non-
Institutional Bidders. The
allotment to each Non-
Institutional Bidder shall not
be less than the minimum
application size, subject to
the availability of Equity
Shares in the  Non-
Institutional Portion, and the
remaining Equity Shares, if
any, shall be allotted on a
proportionate basis in
accordance with the
conditions specified in this
regard in Schedule XIII of
the SEBI ICDR
Regulations. For details, see
“Issue Procedure” on page
312.

Such number of Equity
Shares so that the Bid
Amount exceeds 2 200,000

Such number of Equity
Shares in multiples of 46
Equity Shares so that the
Bid does not exceeding the
size of the Issue (excluding
the QIB Portion), subject to
applicable limits.

Retail Individual
Investors
further details, see the
General Information

Document.

46 Equity Shares

Such number of Equity
Shares in multiples of 46
Equity Shares whereby
the Bid Amount does not
exceed 2 200,000.

46 Equity Shares and in multiples of 46 Equity Shares thereafter

46 Equity Shares and in multiples of 1 Equity Shares thereafter

1 Equity Share

309
Particulars QIBs Non-Institutional Bidders Retail Individual
Investors

Who can Apply® = Mutual Funds, Venture Eligible NRIs, Resident Resident Indian

Capital Funds, AIFs, Indian individuals, HUFs (in _ individuals, HUFs (in the
FVCIs, FPIs (other than the name of the Karta), name of the Karta) and
Category III FPIs), public companies, corporate Eligible NRIs.

financial institution as __ bodies, scientific

defined in Section 2(72) of institutions, societies and

the Companies Act, 2013, a trusts, and FPIs who are

scheduled commercial bank, — individuals, corporate
multilateral and bilateral _ bodies and family offices.
development financial

institution, state industrial
development corporation,
insurance company
registered with the
Insurance Regulatory and
Development — Authority,
provident fund with
minimum corpus of 2250
million, pension fund with
minimum corpus of 2250
million, National
Investment Fund set up by
the Government of India,
insurance funds set up and
managed by army, navy or
air force of the Union of
India and insurance funds
set up and managed by the
Department of Posts, India
and NBFC-SI.

Terms of
Payment“
Mode of Bidding Only through the ASBA process (except for the Anchor Investors)

Subject to finalisation of Basis of Allotment.

"Assuming full subscription in the Issue.

#

o

@

The allotment of specified securities to each non-institutional investor was not be less than the minimum application size, subject to the
availability of shares in non-institutional investors’ category, and the remaining shares, if any, shall be allotted on a proportionate
basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI ICDR Regulations.

Our Company, in consultation with the BRLM, allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of
under-subscription or non-Allotment in the Anchor Investor Portion, the balance Equity Shares in the Anchor Investor Portion were
added to the Net QIB Portion. For further details, see “Issue Procedure" on page 312.

The Issue was made in terms of Rule 19(2)(b)(iii) of the SCRR read with Regulation 45 of the SEBI ICDR Regulations. The Issue was
made through the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50%
of the Issue was made available for allocation on a proportionate basis to Qualified Institutional Buyers. Such number of Equity Shares
representing 5% of the Net QIB Portion were available for allocation on a proportionate basis to Mutual Funds only. The remainder of the
Net QIB Portion was made available for allocation on a proportionate basis to QIBs, including Mutual Funds, subject to valid Bids being
received from them at or above the Issue Price. Further, not less than 15% of the Issue was made available for allocation on a
proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue was made available for allocation to Retail Individual
Investors in accordance with the SEBIICDR Regulations, subject to valid Bids being received from them at or above the Issue Price. The
Equity Shares available for allocation to Non-Institutional Bidders under the Non-Institutional Portion, were subject to the following,
and in accordance with the SEBI ICDR Regulations: (i) one-third of the portion available to Non-Institutional Bidders was reserved
for applicants with an application size of more than & 0.20 million and up to @ 1.00 million, and (ii) two-third of the portion available
to Non- Institutional Bidders was reserved for applicants with application size of more than @ 1.00 million, provided that the
unsubscribed portion in either of the aforementioned sub-categories was available for allocation to applicants in the other sub-
category of Non-Institutional Bidders.

Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in the Non-Institutional Portion or the
Retail Portion was allowed to be met with spill-over from other categories or a combination of categories at the discretion of our

310
Company, in consultation with the BRLM and the Designated Stock Exchange, on a proportionate basis. However, under-subscription,
if any, in the QIB Portion was not be allowed to be met with spill-over from other categories or a combination of categories. For
further details, please see “Terms of the Issue” on page 304.

© In the event that a Bid is submitted in joint names, the relevant Bidders were to ensure that the depository account is also held in the
same joint names and the names were in the same sequence in which they appear in the Bid cum Application Form. The Bid cum
Application Form was to contain only the name of the First Bidder whose name should also appear as the first holder of the
beneficiary account held in joint names. 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. Our Company reserves the right to reject, in its absolute
discretion, all or any multiple Bids in any or all categories.

Anchor Investors were required to pay the entire Bid Amount at the time of submission of the Anchor Investor Bid, provided that any
positive difference between the Anchor Investor Allocation Price and the Issue Price, was required to be paid by the Anchor Investor
Pay-in Date as mentioned in the CAN.

Bidders were required to confirm and will be deemed to have represented to our Company, the Underwriters, the
irrespective directors, officers, agents, affiliates and representatives that they were eligible under applicable law,
rules, regulations, guidelines and approvals to acquire the Equity Shares

Withdrawal of the Issue

Our Company in consultation with the BRLM, reserves the right not to proceed with the Issue in whole or in
part thereof, to the extent of the Issued Shares, after the Bid/ Issue Opening Date but before the Allotment. In
such an event, our Company would issue a public notice in the newspapers in which the pre-Issue
advertisements were published, within two days of the Bid/ Issue Closing Date or such other time as may be
prescribed by SEBI, providing reasons for not proceeding with the Issue and inform the Stock Exchanges
promptly on which the Equity Shares are proposed to be listed. The BRLM, through the Registrar to the Issue,
shall notify the SCSBs and the Sponsor Bank, to unblock the bank accounts of the ASBA Bidders within one
Working Day from the date of receipt of such notification and also inform the Bankers to the Issue to process
refunds to the Anchor Investors, as the case may be. The notice of withdrawal will be issued in the same
newspapers where the pre-Issue advertisements have appeared and the Stock Exchanges will also be informed

promptly.

If our Company in consultation with the BRLM withdraws the Issue at any stage and thereafter determines that
it will proceed with an issue of the Equity Shares, our Company shall file a fresh draft red herring prospectus
with SEBI. Notwithstanding the foregoing, this Issue is also subject to obtaining (i) the final listing and trading
approvals of the Stock Exchanges, which our Company shall apply for after Allotment; and (ii) the filing of the
Prospectus with the RoC.

311
ISSUE PROCEDURE

All Bidders were required to read the General Information Document for Investing in Public Issues prepared
and issued in accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 and
the UPI Circulars (the “General Information Document”) which highlights the key rules, processes and
procedures applicable to public issues in general in accordance with the provisions of the Companies Act, the
SCRA, the SCRR and the SEBI ICDR Regulations which is part of the abridged prospectus accompanying the
Bid cum Application Form. The General Information Document is available on the websites of the Stock
Exchanges and the BRLM. Please refer to the relevant provisions of the General Information Document which
are applicable to the Issue.

Additionally, all Bidders could refer to the General Information Document for information in relation to (i)
Category of investors eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price
discovery and allocation; (iv) Payment Instructions for ASBA Bidders/Applicants; (v)Issuance of CAN and
allotment in the Issue; (vi) General instructions (limited to instructions for completing the Bid Form); (vii)
Submission of Bid cum Application Form; (viii) Other Instructions (limited to joint bids in cases of individual,
multiple bids and instances when an application would be rejected on technical grounds); (ix) applicable
provisions of the Companies Act, 2013 relating to punishment for fictitious applications; (x) mode of making
refunds; (xi) Designated Date and (xii) interest in case of delay in Allotment or refund.

SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism
using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased
manner. From January 1, 2019, the UPI Mechanism for RIIs applying through Designated Intermediaries was
made effective along with the existing process and existing timeline of T+6 days. (“UPI Phase I”). The UPI
Phase I was effective till June 30, 2019.

With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28,
2019, read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect
to Bids by RIIs through Designated Intermediaries (other than SCSBs), the existing process of physical
movement of forms from such Designated Intermediaries to SCSBs for blocking of funds has been discontinued
and only the UPI Mechanism for such Bids with existing timeline of T+6 days was mandated for a period of
three months or launch of five main board public issues, whichever is later (“UPI Phase II”). Subsequently,
however, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the
timeline for implementation of UPI Phase II till further notice. The final reduced timeline will be made effective
using the UPI Mechanism for applications by RIls (“UPI Phase III”), as may be prescribed by SEBI. The Issue
has been undertaken pursuant to the processes and procedures under UPI Phase II, subject to any circulars,
clarification or notification issued by the SEBI from time to time.

Further, SEBI vide its circular no, SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as
amended pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, has
introduced certain additional measures for streamlining the process of initial public offers and redressing
investor grievances. This circular is effective for initial public offers opening on/or after May 1, 2021, except as
amended pursuant to SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and the
provisions of this circular, as amended, are deemed to form part of this Prospectus. 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/P/CIR/2021/570 dated June 2, 2021 read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021.

Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022 all Retail Individual
Bidders applying in public issues where the application amount is upto & 5 Lakhs shall use UPI and shall also
provide their UPI ID in the bid-cum-application form submitted with any of the following entities: (i) a
syndicate member; (ii) a stock broker registered with a recognised stock exchange (and whose name is
mentioned on the website of the stock exchange as eligible for this activity); (iii) a depository participant (‘DP’)
(whose name is mentioned on the website of the stock exchange as eligible for this activity); and (iv) a registrar
to an issue and share transfer agent (whose name is mentioned on the website of the stock exchange as eligible
for this activity). This circular is effective for initial public offers opening on/or after May 1, 2021.

312
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/Issue Closing Date, the Bidder shall be
compensated at a uniform rate of 100 per day for the entire duration of delay exceeding four Working Days
from the Bid/ Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The
BRLM shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for
such delay in unblocking.

Our Company and the BRLM 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. Bidders are advised to make their
independent investigations and ensure that their Bids are submitted in accordance with applicable laws and do
not exceed the investment limits or maximum number of the Equity Shares that can be held by them under
applicable law or as specified in this Prospectus.

Further, our Company and the Syndicate are not liable for any adverse occurrences consequent to the
implementation of the UPI Mechanism for application in this Issue.

Book Building Procedure

The Issue 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 Issue shall be allocated on a proportionate basis to QIBs,
provided that our Company, in consultation with the BRLM, could have 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 having being received from domestic Mutual
Funds at or above the Anchor Investor Allocation Price. 5% of the Net QIB Portion shall be available for
allocation on a proportionate basis only to Mutual Funds, and spill-over from the remainder of the Net QIB
Portion shall be available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to
valid Bids being received at or above the Issue Price. Further, not less than 15% of the Issue shall be available
for allocation on a proportionate basis to Non-Institutional Bidders and not less than 35% of the Issue shall be
available for allocation to Retail Individual Investors in accordance with the SEBI ICDR Regulations, subject to
valid Bids being received at or above the Issue Price. The Equity Shares available for allocation to Non-
Institutional Bidders under the Non-Institutional Portion, shall be subject to the following and in accordance
with the SEBI ICDR Regulations: (i) one-third of the portion available to Non-Institutional Bidders shall be
reserved for applicants with an application size of more than = 0.20 million and up to 2 1.00 million, and (ii)
two-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with application
size of more than 2 1.00 million, provided that the unsubscribed portion in either of the aforementioned
subcategories may be allocated to applicants in the other sub-category of Non-Institutional Bidders.

Subject to finalization of Basis of Allotment
The Equity Shares, on Allotment, shall be traded only in the dematerialized 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 did not have the details of the Bidders’ depository account,
including DP ID, Client ID, PAN and UPI ID, for RIIs using the UPI Mechanism, were treated as incomplete
and were liable to be rejected. However, they could have got the Equity Shares rematerialised subsequent to
Allotment of the Equity Shares in the Issue, 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 to up to three Working Days. Considering the time
required for making necessary changes to the systems and to ensure complete and smooth transition to the UPI
payment mechanism, the UPI Circulars have introduced the UPI Mechanism in three phases in the following
manner:

Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board
public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till

313
June 30, 2019. Under this phase, a 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 was to initially continue for a period of three
months or floating of five main board public issues, whichever is later. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 has decided to extend the timeline for
implementation of UPI Phase II until March 31, 2020. Subsequently, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for implementation of UPI
Phase II till further notice. Under this phase, submission of the ASBA Form by RIIs through Designated
Intermediaries (other than SCSBs) to SCSBs for blocking of funds has been discontinued and replaced by the
UPI Mechanism. However, the time duration from public issue closure to listing continues to be six Working
Days during this phase.

Phase III: The commencement period of Phase III is yet to be notified. In this phase, the time duration from
public issue closure to listing would be reduced to three Working Days. Accordingly, upon commencement of
Phase III, the reduced time duration shall be applicable for the Issue.

All SCSBs offering facility of making application in public issues were required shall also provide facility to
make application using UPI. The Company will be required to appointed 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 RIIs using the UPI.

For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the BRLM.

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 and Corporate
Office. An electronic copy of the Bid cum Application Form was also made available for download on the
websites of NSE (www.nseindia.com) and BSE (www.bseindia.com) at least one day prior to the Bid/Issue
Opening Date.

Copies of the Anchor Investor Application Form will be available with the BRLM.

All Bidders (other than Anchor Investors) were required to mandatorily participate in the Issue only through the
ASBA process. Anchor Investors were not permitted to participate in the Issue through the ASBA process. The
RIIs can additionally Bid through the UPI Mechanism.

RIIs bidding using the UPI Mechanism were required to provide the valid UPI ID in the relevant space provided
in the Bid cum Application Form and the Bid cum Application Form that did not contain the UPI ID were liable
to be rejected. Retail Individual Investors bidding using the UPI Mechanism had to apply through the SCSBs
and mobile applications using the UPI handles as provided on the website of the SEBI. ASBA Bidders using
UPI Mechanism were to provide bank account details and authorisation to block funds in their respective ASBA
Accounts in the relevant space provided in the ASBA Form and the ASBA Forms that do not contain such
details were liable to be rejected or the UPI ID, as applicable, in the relevant space provided in the ASBA Form.

ASBA Bidders were required to ensure that the Bids were made on ASBA Forms bearing the stamp of the
Designated Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and
the ASBA Forms not bearing such specified stamp were liable to be rejected. RIIs using UPI Mechanism, were
to submit their ASBA Forms, including details of their UPI IDs, with the Syndicate, Sub-Syndicate members,
Registered Brokers, RTAs or CDPs. RIIs authorising an SCSB to block the Bid Amount in the ASBA Account
may submit their ASBA Forms with the SCSBs. ASBA Bidders were to ensure that the ASBA Account has
sufficient credit balance such that an amount equivalent to the full Bid Amount could be blocked by the SCSB
or the Sponsor Bank, as applicable at the time of submitting the Bid.

The prescribed colour of the Bid cum Application Form for the various categories is as follows:

314
Category Colour of Bid cum Application Form*
Resident Indians, including resident QIBs, Non-Institutional Bidders, White
Retail Individual Investors and Eligible NRIs applying on a non-
repatriation basis
Eligible NRIs, FVCIs, FPIs and registered bilateral and multilateral Blue
institutions applying on a repatriation basis
Anchor Investors White
* Excluding electronic Bid cum Application Forms
Notes:
MO Electronic Bid cum Application forms and the abridged prospectus will also be available for download on the website of NSE
(www.nseindia.com) and BSE (www.bseindia.com).

2) Bid cum Application Forms for Anchor Investors shall be available at the offices of the BRLM.

In case of ASBA forms, the relevant Designated Intermediaries was required to upload to the relevant bid details
in the electronic bidding system of the Stock Exchanges. For RIIs using 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. For ASBA Forms (other
than RIIs using UPI Mechanism) Designated Intermediaries (other than SCSBs) were to shall submit/ deliver the
ASBA Forms to the respective SCSB where the Bidder has an ASBA bank account and shall not submit it to
any non-SCSB bank or any Escrow Collection Bank. Stock Exchanges shall validate the electronic bids with the
records of the CDP for DP ID/Client ID and PAN, on a real time basis and bring inconsistencies to the notice of
the relevant Designated Intermediaries, for rectification and re-submission within the time specified by Stock
Exchanges. Stock Exchanges shall allow modification of either DP [D/Client ID or PAN ID, bank code and
location code in the Bid details already uploaded.

For Retail Individual Investors 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 through API integration to enable the
Sponsor Bank to initiate a UPI Mandate Request to such Retail Individual Investors for blocking of funds. The
Sponsor Bank were required to initiate request for blocking of funds through NPCI to RIIs, who was required to
accept the UPI Mandate Request for blocking of funds on their respective mobile applications associated with
UPI ID linked bank account. The NPCI shall maintain an audit trail for every Bid entered in the Stock
Exchanges bidding platform, and the liability to compensate RIIs (Bidding through UPI Mechanism) in case of
failed transactions were to be with with the concerned entity (i.e. the Sponsor Bank, NPCI or the issuer bank) at
whose end the lifecycle of the transaction has come to a halt. The NPCI were required to share the audit trail of
all disputed transactions/ investor complaints to the Sponsor Bank and the issuer bank. The Sponsor Bank and
the Bankers to the Issue were required to provide the audit trail to the BRLM for analysing the same and fixing
liability. For ensuring timely information to investors, SCSBs were required to send SMS alerts as specified in
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to
SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021.

The Sponsor Bank were to undertake a reconciliation of Bid responses received from Stock Exchanges and sent
to NPCI and were to ensure that all the responses received from NPCI are sent to the Stock Exchanges platform
with detailed error code and description, if any. Further, the Sponsor Bank were required to undertake
reconciliation of all Bid requests and responses throughout their lifecycle on daily basis and share reports with
the BRLM in the format and within the timelines as specified under the UPI Circulars. Sponsor Bank and issuer
banks shall download UPI settlement files and raw data files from the NPCI portal after every settlement cycle
and do a three way reconciliation with Banks UPI switch data, CBS data and UPI raw data. NPCI is to
coordinate with issuer banks and Sponsor Banks on a continuous basis.

Participation by Promoters and members of the Promoter Group of the Company, the BRLM and the
Syndicate Member

The BRLM and the Syndicate Member were allowed to purchase Equity Shares in this Issue in any manner,
except towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLM and
the Syndicate Member may Bid for Equity Shares in the Issue, either in the QIB Portion or in the Non-
Institutional Portion as may be applicable to such Bidders, where the allocation is on a proportionate basis and
such subscription may be on their own account or on behalf of their clients. All categories of investors,
including associates or affiliates of the BRLM and Syndicate Member, were treated equally for the purpose of
allocation to be made on a proportionate basis.

315
Neither (i) the BRLM or any associates of the BRLM (except Mutual Funds sponsored by entities which are
associates of the BRLM or insurance companies promoted by entities which are associate of BRLM or AIFs.
sponsored by the entities which are associate of the BRLM or FPIs other than individuals, corporate bodies and
family offices sponsored by the entities which are associates of the BRLM) nor (ii) any “person related to the
Promoters/ Promoter Group” shall apply in the Issue under the Anchor Investor Portion.

For the purposes of this section, a QIB who has any of the following rights shall be deemed to be a “person
related to the Promoters/ Promoter Group”: (a) rights under a shareholders’ agreement or voting agreement
entered into with the Promoters or Promoter Group; (b) veto rights; or (c) right to appoint any nominee director
on our Board.

Further, an Anchor Investor shall be deemed to be an associate of the BRLM, if: (a) 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 (b) either of them, directly or indirectly, by itself or in combination with other persons, exercises
control over the other; or (c) there is a common director, excluding a nominee director, amongst the Anchor
Investor and the BRLM.

The Promoters and members of the Promoter Group will not participate in the Issue.
Bids by Mutual Funds

With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate were to be lodged
along with the Bid cum Application Form. Failing this, our Company in consultation with the BRLM reserve the
right to reject any Bid without assigning any reason thereof, subject to applicable law.

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 was 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 indicate the scheme concerned for which the Bid has been made.

No Mutual Fund scheme shall invest more than 10% of its NAV in equity shares or equity related instruments of
any single company provided that the limit of 10% were not be 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 any
company’s paid-up share capital carrying voting rights.

Bids by Eligible NRIs

Eligible NRIs were to obtain copies of Bid cum Application Form from the Designated Intermediaries. Only
Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange were considered for
Allotment. Eligible NRI Bidders bidding on a repatriation basis by using the Non-Resident Forms should
authorize their respective SCSB (if they are Bidding directly through the SCSB) or conform to accept the UPI
Mandate Request (in case of RIIs Bidding through the UPI Mechanism) to block their Non-Resident External
(“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) Accounts, and eligible NRI Bidders bidding
on a non-repatriation basis by using Resident Forms should authorize their respective SCSB (if they are Bidding
directly through the SCSB) or conform to accept the UPI Mandate Request (in case of RIIs Bidding through the
UPI Mechanism) 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.

NRIs were permitted to apply in the Issue through Channel I or Channel II (as specified in the UPI Circular).
Further, subject to applicable law, NRIs may use Channel IV (as specified in the UPI Circular) to apply in the
Issue, provided the UPI facility is enabled for their NRE/ NRO accounts. NRIs applying if Issue using UPI
Mechanism are advised to enquire with relevant bank whether their bank account is UPI linked prior to making
such applications.

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).

316
For details of investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities” beginning on
page 329. Participation of Eligible NRIs shall be subject to the FEMA Non-debt Instruments Rules.

Bids by HUFs

Bids by Hindu Undivided Families or HUFs, were made in the individual name of the Karta. The
Bidder/Applicant should specify that the Bid is being made in the name of the HUF in the Bid cum Application
Form/Application Form as follows: “Name of sole or first Bidder/Applicant: XYZ Hindu Undivided Family
applying through XYZ, where XYZ is the name of the Karta”. Bids/Applications by HUFs will be considered at
par with Bids/Applications from individuals.

Bids by FPIs

In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an 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-Issue Equity Share capital. Further, in terms of the FEMA Non-debt
Instruments Rules, the total holding by each FPI, of an investor group, were to be below 10% of the total paid-
up Equity Share capital of our Company on a fully diluted basis and the aggregate limit for FPI investments.
shall be the sectoral caps applicable to our Company, which is 100% of the total paid-up Equity Share capital of
our Company on a fully diluted basis. Bids by FPIs which utilise the multi investment manager structure,
submitted with the same PAN but with different beneficiary account numbers, Client IDs and DP IDs may not
be treated as multiple Bids.

FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may
be specified by the Government from time to time. In terms of the FEMA Non-debt Instruments Rules, for
calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included.

In case of 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 reserved
the right to reject any Bid without assigning any reason. FPIs who wish to participate in the Issue were advised
to use the Bid cum Application Form for Non-Residents (Blue in colour).

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 Issue to ensure there is no breach of the investment limit,
within the timelines for issue procedure, as prescribed by SEBI from time to time.

Incompliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation
22 of the SEBI FPI Regulations, an FPI, wereto 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.

An FPI issuing offshore derivate instruments were also required to ensure that any transfer of offshore
derivative instruments issued by, or on behalf of it subject to, inter alia, the following conditions:

(a) such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI
Regulations; and
(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore

derivative instruments are to be transferred are pre-approved by the FPI.

The FPIs who wish to participate in the Issue are advised to use the Bid cum Application Form for non-
residents.

Bids received from FPIs bearing the same PAN were to be treated as multiple Bids and were liable to be
rejected, except for Bids from FPIs that utilize the multiple investment manager structure in accordance with the

317
operational guidelines for FPIs and designated Depository Participants issued to facilitate implementation of
SEBI FPI Regulations (such structure referred to as “MIM Structure”), provided such Bids have been made
with different beneficiary account numbers, Client [Ds and DP IDs.

Accordingly, it should be noted that multiple Bids received from FPIs, who do not utilize the MIM Structure,
and bear the same PAN, were liable to be rejected. 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 in the Bid cum Application Forms that the relevant FPIs making multiple Bids utilize the
MIM Structure. In the absence of such confirmation from the relevant FPIs, such multiple Bids shall be rejected,
as applicable.

Bids by SEBI registered VCFs, AIFs and FVCIs

The Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 (“SEBI VCF
Regulations”) as amended, inter alia prescribe the investment restrictions on VCFs, registered with SEBI. The
Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 (“SEBI AIF
Regulations”) prescribe, amongst others, the investment restrictions on AIFs. The Securities and Exchange
Board of India (Foreign Venture Capital Investors) Regulations, 2000 as amended (“SEBI FVCI Regulations”)
prescribe the investment restrictions on FVCIs.

Accordingly, the holding in any company by any individual VCF or FVCIs registered with SEBI should not
exceed 25% of the corpus of the VCF or FVCI. Further, VCFs and FVCIs can invest only up to 33.33% of the
investible funds in various prescribed instruments, including in public offerings.

Category I and 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 whose
shares are proposed to be listed. Additionally, 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 funds shall not launch any new scheme after the notification of the
SEBI AIF Regulations.

Participation of VCFs, AIFs or FVCIs in the Issue shall be subject to the FEMA Rules.

All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.

Our Company or the BRLM shall 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,
must be attached to the Bid cum Application Form. Failing this, our Company in consultation with the BRLM
reserves 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 RBI, certified copies of: (i) the certificate of
registration issued by RBI, and (ii) the approval of such banking company’s investment committee are required
to be attached to the Bid cum Application Form, failing which our Company in consultation with the BRLM
reserve the right to reject any Bid without assigning any reason.

The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949, as amended, (the “Banking Regulation Act”), and the 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, not being its subsidiary engaged in non-financial services, or 10% of the bank’s own paid-up
share capital and reserves, whichever is lower. Further, the aggregate investment by a banking company in

318
subsidiaries and other entities engaged in financial services 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 (i) investment in excess of 30% of the paid-up share capital of the
investee company, (ii) investment in a subsidiary and a financial services company that is not a subsidiary (with
certain exceptions prescribed), and (iii) 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 Issue were required to comply with the terms of the SEBI circulars (Nos.
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013) dated September 13, 2012 and January 2, 2013. Such SCSBs
are required to ensure that for making applications on their own account using ASBA, they should have a
separate account in their own name with any other SEBI registered SCSBs. Further, such account shall be used
solely for the purpose of making application in public issues and clear demarcated funds should be available in
such account for such applications.

Bids by insurance companies

In case of Bids made by insurance companies registered with IRDAI, a certified copy of certificate of
registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company in
consultation with the BRLM reserve the right to reject any Bid without assigning any reason thereof, subject to
applicable law.

The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority of
India (Investment) Regulations, 2016, as amended, are broadly set forth below:

(a) equity shares of a company: the lower of 10%* of the outstanding equity shares (face value) or 10% of
the respective fund in case of life insurer or 10% of investment assets in case of general insurer or
reinsurer or health insurer;

(b) the entire group of the investee company: not more than 15% of the respective fund in case of a life
insurer or 15% of investment assets in case of a general insurer or reinsurer or health insurer or 15% of
the investment assets in all companies belonging to the group, whichever is lower; and

( the industry sector in which the investee company operates: not more than 15% of the fund of a life
insurer or a general insurer or a reinsurer or health insurer or 15% of the investment asset, whichever is
lower.

The maximum exposure limit, in the case of an investment in equity shares, could exceed the lower of an
amount of 10% of the investment assets of a life insurer or general insurer and the amount calculated under (a),
(b) and (c) above, as the case may be.

*The above limit of 10% shall stand substituted as 15% of outstanding equity shares (face value) for insurance
companies with investment assets of €2,500,000 million or more and 12% of outstanding equity shares (face
value) for insurers with investment assets of 500,000 million or more but less than %2,500,000 million.

Insurance companies participating in this Issue 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, subject to applicable laws, with minimum corpus of

2250 million, a certified copy of a certificate from a chartered accountant certifying the corpus of the provident
fund/pension fund must be attached to the Bid cum Application Form. Failing this, our Company in consultation

319
with the BRLM reserves the right to reject any Bid, without assigning any reason thereof, subject to applicable
law.

Bids under Power of Attorney

In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered
societies, Eligible FPIs, Mutual Funds, insurance companies, insurance funds set up by the army, navy or air
force of the India, insurance funds set up by the Department of Posts, India or the National Investment Fund and
provident funds with a minimum corpus of %250 million (subject to applicable law) and pension funds with a
minimum corpus of %250 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 must be lodged along with the Bid cum Application Form. Failing this, our
Company in consultation with the BRLM reserved the right to accept or reject any Bid in whole or in part, in
either case, without assigning any reason thereof.

Our Company in consultation with the BRLM 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
the terms and conditions that our Company in consultation with the BRLM may deem fit.

Bids by Systemically Important Non-Banking Financial Companies

In case of Bids made by Systemically Important NBFCs registered with RBI, certified copies of: (i) the
certificate of registration issued by RBI, (ii) certified copy of its last audited financial statements on a standalone
basis and a net worth certificate from its statutory auditors, and (iii) such other approval as may be required by
the Systemically Important NBFCs, are required to be attached to the Bid cum Application Form. Failing this,
our Company in consultation with the BRLM, reserves the right to reject any Bid without assigning any reason
thereof. Systemically Important NBFCs participating in the Issue 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.
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 will be made available for the Anchor Investor Portion at the offices of the BRLM.

(b) The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds 7100
million. A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund,
separate bids by individual schemes of a Mutual Fund were to be aggregated to determine the
minimum application size of 7100 million.

(o) One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.

(d) Bidding for Anchor Investors will open one Working Day before the Bid/Issue Opening Date, and were
to be completed on the same day.

(e) Our Company, in consultation with the BRLM finalised 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 100 million; (ii) minimum of two and maximum of 15 Anchor Investors, where the
allocation under the Anchor Investor Portion is more than 2100 million but up to 22,500 million,
subject to a minimum Allotment of 250 million per Anchor Investor; and (iii) in case of allocation
above 22,500 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 million, and an additional 10 Anchor
Investors for every additional 22,500 million, subject to minimum Allotment of %50 million per Anchor
Investor.

(f) Allocation to Anchor Investors were completed on the Anchor Investor Bid/Issue Period. The number
of Equity Shares were allocated to Anchor Investors and the price at which the allocation was made,

320
was made available in the public domain by the BRLM before the Bid/Issue Opening Date, through
intimation to the Stock Exchanges.

(g) Anchor Investors could withdraw or lower the size of their Bids at any stage after submission of the
Bid.
(h) If the Issue Price was greater than the Anchor Investor Allocation Price, the additional amount being

the difference between the Issue Price and the Anchor Investor Issue Price will be payable by the
Anchor Investors on the Anchor Investor pay-in date specified in the CAN. If the Issue Price was lower
than the Anchor Investor Issue Price, Allotment to successful Anchor Investors will 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.

() Neither the BRLM nor any associate of the BRLM (except Mutual Funds sponsored by entities which
are associates of the BRLM or insurance companies promoted by entities which are associate of BRLM
or AIFs sponsored by the entities which are associate of the BRLM or FPIs, other than individuals,
corporate bodies and family offices sponsored by the entities which were associate of the and BRLM)
shall apply in the Issue under the Anchor Investor Portion.

(kK) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion were not considered
multiple Bids.

In accordance with existing regulations issued by the RBI, OCBs cannot participate in this Issue.

The above information is given for the benefit of the Bidders. Our Company and the BRLM were not
liable for any amendments or modification or changes in applicable laws or regulations, which may occur
after the date of the Draft Red Herring Prospectus. Bidders were advised to make their independent
investigations and ensure that any single Bid from them does not exceed the applicable investment limits
or maximum number of the Equity Shares that can be held by them under applicable law or regulation or
as specified in the Draft Red Herring Prospectus, Red Herring Prospectus and the Prospectus.

General Instructions

Do’s:

1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable
law, rules, regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should
submit their Bids through the ASBA process only;

2. Ensure that you have Bid within the Price Band;

8: Read all the instructions carefully and complete the Bid cum Application Form, as the case may be, in
the prescribed form;

4. Ensure that you have mentioned the correct ASBA Account number if you are not an RII using the
UPI Mechanism in the Bid cum Application Form and if you are an RII using the UPI Mechanism
ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters including
the handle), in the Bid cum Application Form;

5. RIIs using UPI Mechanism through the SCSBs and mobile applications shall ensure that the name of
the bank appears in the list of SCSBs which are live on UPI, as displayed on the SEBI website. RIIs
shall ensure that the name of the app and the UPI handle which is used for making the application
appears in Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26,
2019;

6. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only.

7. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is

submitted to the Designated Intermediary at the Bidding Centre within the prescribed time;

321
10.

11.

12.

13.

14.

15.

16.

Iz:

18.

19.

20.

21.

Ensure that you have funds equal to the Bid Amount in the ASBA Account maintained with the
SCSB, before submitting the ASBA Form to any of the Designated Intermediaries;

If the first applicant is not the bank account holder, ensure that the Bid cum Application Form is
signed by the account holder. Ensure that you have mentioned the correct bank account number in the
Bid cum Application Form;

Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum
Application Forms;

Ensure that you request for and receive a stamped acknowledgement counterfoil of the Bid cum
Application Form for all your Bid options from the concerned Designated Intermediary;

Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain only the name of the First Bidder whose name should also appear as
the first holder of the beneficiary account held in joint names. Ensure that the signature of the First
Bidder is included in the Bid cum Application Forms;

RIIs Bidding in the Issue to ensure that they shall 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
Issue and not ASBA Account or bank account linked UPI ID of any third party;

Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the
original Bid was placed and obtain a revised acknowledgment;

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 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, as the case may be, at the time of submission of the Bid.
In case of RIIs submitting their Bids and participating in the Issue 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;

Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of the SEBI circular no. MRD/DoP/Cir-20/2008 dated June 30, 2008, may be
exempt from specifying their PAN for transacting in the securities market, (ii) submitted by investors
who are exempt from the requirement of obtaining/specifying their PAN for transacting in the
securities market, and (iii) Bids by persons resident in the state of Sikkim, who, in terms of a SEBI
circular dated July 20, 2006, may be exempted from specifying their PAN for transacting in the
securities market, all Bidders should mention their PAN allotted under the IT Act. The exemption for
the Central or the State Government and officials appointed by the courts and for investors residing in
the State of Sikkim is subject to (a) the Demographic Details received from the respective depositories
confirming the exemption granted to the beneficiary owner by a suitable description in the PAN field
and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the
address as per the Demographic Details evidencing the same. All other applications in which PAN is
not mentioned will be rejected;

Ensure that the Demographic Details are updated, true and correct in all respects;

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;

Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc.,
relevant documents are submitted;

Ensure that Bids submitted by any person resident outside India is in compliance with applicable
foreign and Indian laws;

322
22.

23.

24.

25.

26.

27.

28.

29.

Since the Allotment will be in demat form only, ensure that the Bidder’s depository account is active,
the correct DP ID, Client ID, the PAN, UPI ID, if applicable, are mentioned in their Bid cum
Application Form and that the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID, if
applicable, 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, PAN and UPI ID, if applicable,
available in the Depository database;

Ensure that when applying in the Issue using UPI, the name of your SCSB appears in the list of
SCSBs displayed on the SEBI website which are live on UPI. Further, also ensure that the name of the
app and the UPI handle being used for making the application is also appearing in Annexure ‘A’ to the
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019;

RIIs who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the
Designated Intermediaries, pursuant to which RIIs should ensure acceptance of the UPI Mandate
Request received from the Sponsor Bank to authorise blocking of funds equivalent to the revised Bid
Amount in the RII’s ASBA Account;

Anchor Investors should submit the Anchor Investor Application Forms to the BRLM;

Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank prior to
12:00 p.m. of the Working Day immediately after the Bid/ Issue Closing Date;

FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs
and DP IDs, are required to submit a confirmation that their Bids are under the MIM structure and
indicate the name of their investment managers in such confirmation which shall be submitted along
with each of their Bid cum Application Forms. In the absence of such confirmation from the relevant
FPIs, such MIM Bids shall be rejected; as applicable

RIls shall ensure that details of the Bid are reviewed and verified by opening the attachment in the
UPI Mandate Request and then proceed to authorize the UPI Mandate Request using his/her UPI PIN.
Upon the authorization of the mandate using his/her UPI PIN, an RII may be deemed to have verified
the attachment containing the application details of the RII in the UPI Mandate Request and have
agreed to block the entire Bid Amount and authorized the Sponsor Bank to block the Bid Amount
mentioned in the Bid Cum Application Form; and

Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other
than for Anchor Investors and RIIs bidding using the UPI Mechanism) 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
www.sebi.gov.in).

The Bid cum Application Form were liable to be rejected if the above instructions, as applicable, are not
complied with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs
which is not mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated
July 26, 2019 were liable to be rejected.

Don'ts:

1.

Do not Bid for lower than the minimum Bid size;
Do not Bid for a Bid Amount exceeding %200,000 (for Bids by Retail Individual Investors);
Do not Bid for a Bid Amount exceeding %10,00,000 (for Bids by Non-Institutional Investors)

Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by
stock invest;

Do not send Bid cum Application Forms by post; instead submit the same to the Designated
Intermediary only;

323
10.

11.

12.

13.

14.

15.

16.

17.

18.

19.

20.

21.

22.

23.

24,

25.

26.

Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);

Do not instruct your respective banks to release the funds blocked in the ASBA Account under the
ASBA process;

Do not submit the Bid for an amount more than funds available in your ASBA account.

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 a Bidder;

In case of ASBA Bidders, do not submit more than one ASBA Forms per ASBA Account;

If you are a RII and are using UPI mechanism, do not submit more than one ASBA Form for each UPI
ID;

Anchor Investors should not Bid through the ASBA process;

Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the
relevant ASBA Forms or to our Company;

Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;

Do not submit the General Index Register (GIR) number instead of the PAN;
Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide
details for a beneficiary account which is suspended or for which details cannot be verified by the

Registrar to the Issue;

Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your
relevant constitutional documents or otherwise;

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);

Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap
Price;

Do not submit a Bid using UPI ID, if you are not a RII;

Do not Bid on another ASBA Form or the Anchor Investor Application Form, as the case may be, after
you have submitted a Bid to any of the Designated Intermediaries;

Do not Bid for Equity Shares in excess of what is specified for each category;

Do not fill up the Bid cum Application Form such that the Equity Shares Bid for, exceeds the Issue size
and/or investment limit or maximum number of the Equity Shares that can be held under applicable
laws or regulations or maximum amount permissible under applicable laws or regulations, or under the
terms of the Red Herring Prospectus;

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/Issue Closing Date;

Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres;

If you are an RII which is submitting the ASBA Form with any of the Designated Intermediaries and

using your UPI ID for the purpose of blocking of funds, do not use any third party bank account or
third party linked bank account UPI ID; and

324
27. Do not Bid if you are an OCB.

The Bid cum Application Form was 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 to the Company Secretary and Compliance Officer. For details.
of our Company Secretary and Compliance Officer, see “General Information” on page 70.

Grounds for Technical Rejection

In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders were
requested to note that Bids could rejected on the following additional technical grounds:

1, Bids submitted without instruction to the SCSBs to block the entire amount;
2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;
3. Bids submitted on a plain paper;

4. Bids submitted by RIBs using the UPI Mechanism through an SCSBs and/or using a mobile application
or UPI handle not listed on the website of SEBI;

5. Bids under the UPI Mechanism submitted by RIBs using third party bank accounts or using a third
party linked bank account UPI ID (subject to availability of information regarding third party account
from Sponsor Bank(s));

6. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated
Intermediary;

Ts Bids submitted without the signature of the First Bidder or sole Bidder;

8. The ASBA Form not being signed by the account holders, if the account holder is different from the
Bidder;

9. ASBA Form by the RIBs by using third party bank accounts or using third party linked bank account
UPI IDs;

10. Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are
“suspended for credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;

11. GIR number furnished instead of PAN;
12. Bids by RIBs with Bid Amount of a value of more than %200,000 (net of retail discount);

13. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals;

14. _ Bids accompanied by stock invest, money order, postal order or cash; and
15. Bids uploaded by QIBs after 4.00 pm on the QIB Bid/ Issue Closing Date and by Non-Institutional
Bidders uploaded after 4.00 p.m. on the Bid/ Issue Closing Date, and Bids by RIBs uploaded after 5.00
p.m. on the Bid/ Issue Closing Date, unless extended by the Stock Exchanges.
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Designated Stock Exchange, along with the BRLM and the Registrar, 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.

325
Method of allotment as may be prescribed by SEBI from time to time

Our Company will not make any allotment in excess of the Equity Shares through this Prospectus except in case
of oversubscription for the purpose of rounding off to make allotment, in consultation with the Designated Stock
Exchange. Further, upon oversubscription, an allotment of not more than one per cent of the Issue may be made
for the purpose of making allotment in minimum lots.

The allotment of Equity Shares to applicants other than to the Retail Individual Investors, Non-Institutional
Bidders 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 allocation to each NIB shall not be less than the Minimum NIB Application Size, subject to availability of
Equity Shares in the Non-Institutional Portion and the remaining available Equity Shares, if any, shall be
allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of
the SEBI ICDR Regulations.

The allotment of Equity Shares to each Retail Individual Investors shall not be less than the minimum bid lot,
subject to the availability of shares in Retail Individual Investors Portion, and the remaining available shares, if
any, shall be allotted on a proportionate basis.

Payment into Escrow Account(s) for Anchor Investors

Our Company in consultation with the BRLM, in their absolute discretion, were to decide the list of Anchor
Investors to whom the CAN were to be sent, pursuant to which the details of the Equity Shares allocated to them
in their respective names will be notified to such Anchor Investors. For Anchor Investors, the payment
instruments for payment into the Escrow Account(s) should be drawn in favour of:

(a) In case of resident Anchor Investors: “VENUS PIPES & TUBES LIMITED — ANCHOR R A/C”
(b) In case of Non-Resident Anchor Investors: “VENUS PIPES & TUBES LIMITED — ANCHOR NR A/C”

Anchor Investors were required to note that the escrow mechanism is not prescribed by SEBI and has been
established as an arrangement between our Company, the Syndicate, the Escrow Collection Bank and the
Registrar to the Issue to facilitate collections of Bid amounts from Anchor Investors.

Pre-Issue Advertisement

Subject to Section 30 of the Companies Act, 2013, our Company shall, after filing the Red Herring Prospectus
with the RoC, publish a pre- Issue advertisement, in the form prescribed by 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 Bhuj edition of Kutch Mitra (a widely circulated Gujarati
daily newspaper) , Gujarati also being the regional language of Gujarat, where our Registered Office is situated.

In the pre-Issue advertisement, were to state the Bid/Issue Opening Date and the Bid/ Issue Closing Date. This
advertisement, subject to the provisions of Section 30 of the Companies Act, 2013, were to be in the format
prescribed in Part A of Schedule X of the SEBI ICDR Regulations.

Allotment Advertisement

Our Company, the Book Running Lead Manager and the Registrar shall publish an allotment advertisement
before commencement of trading, disclosing the date of commencement of trading in all editions of Financial
Express, an English national daily newspaper and all editions of Jansatta, a hindi national daily newspaper, each
with wide circulation.

The above information is given for the benefit of the Bidders/applicants. Our Company and the members

of the Syndicate were 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. Bidders/applicants were

326
advised to make their independent investigations and ensure that the number of Equity Shares Bid for do
not exceed the prescribed limits under applicable laws or regulations.

Signing of the Underwriting Agreement and the Filing with the RoC

(a)

(b)

Our Company and the Underwriters intend to enter into an Underwriting Agreement on or immediately
after the finalisation of the Issue Price but prior to the filing of Prospectus.

After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the
RoC in accordance with applicable law, which then would be termed as the ‘Prospectus’. The
Prospectus will contain details of the Issue Price, the Anchor Investor Issue Price, Issue size, and
underwriting arrangements and will be complete in all material respects.

Undertakings by our Company

Our Company undertakes the following:

adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders
and Anchor Investor Application Form from Anchor Investors;

the complaints received in respect of the Issue 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 shall be taken within six Working
Days of the Bid/Issue Closing Date or such other period as may be prescribed by the SEBI;

if Allotment is not made within the prescribed time period under applicable law, the entire subscription
amount received will be refunded/unblocked within the time prescribed under applicable law. If there is
delay beyond the prescribed time, our Company shall pay interest prescribed under the Companies Act,
2013, the SEBI ICDR Regulations and applicable law for the delayed period;

the funds required for making refunds to unsuccessful Bidders as per the mode(s) disclosed shall be
made available to the Registrar to the Issue by our Company; as applicable.

where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the applicant within the time prescribed under applicable law, giving
details of the bank where refunds shall be credited along with amount and expected date of electronic
credit of refund;

No further issue of the Equity Shares were made till the Equity Shares offered through the Red Herring
Prospectus are listed or until the Bid monies are unblocked in ASBA Account/refunded on account of
non-listing, under-subscription, etc.

Our Company, in consultation with the BRLM, reserves the right not to proceed with the Issue, in
whole or in part thereof, to the extent of the Issued Shares, after the Bid/ Issue Opening Date but before
the Allotment. In such an event, our Company would issue a public notice in the newspapers in which
the pre-Issue advertisements were published, within two days of the Bid/ Issue Closing Date or such
other time as may be prescribed by SEBI, providing reasons for not proceeding with the Issue and
inform the Stock Exchanges promptly on which the Equity Shares are proposed to be listed.

If our Company, in consultation with the BRLM withdraws the Issue after the Bid/ Issue Closing Date
and thereafter determines that it will proceed with an issue of the Equity Shares, our Company shall file
a fresh draft red herring prospectus with SEBI.

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:

327
“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 = 1
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 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 2 5 million or with both.

Utilisation of Issue Proceeds
Our Board of Directors certifies and declares that:

. all monies received out of the Issue shall be credited/transferred to a separate bank account other than
the bank account referred to in sub-section (3) of Section 40 of the Companies Act, 2013;

. details of all monies utilised out of the Issue shall be disclosed, and continue to be disclosed till the
time any part of the Issue proceeds remains unutilised, under an appropriate head in the balance sheet
of our Company indicating the purpose for which such monies have been utilised; and

. details of all unutilised monies out of the Issue, if any shall be disclosed under an appropriate separate
head in the balance sheet indicating the form in which such unutilised monies have been invested.

The Company specifically confirm and declare that all monies received out of the Issue shall be 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.

328
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES

Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of
India and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which
foreign investment can be made indifferent sectors of the Indian economy, FEMA regulates the precise manner
in which such investment may be made. Foreign investment is permitted (except in the prohibited sectors) in
Indian companies, either through the automatic route or the approval route, depending upon the sector in which
foreign investment is sought to be made. The Government of India makes policy announcements on FDI
through press notes and press releases. The regulatory framework, over a period of time, thus, consists of acts,
regulations, press notes, press releases, and clarifications among other amendments. The DPIIT issued the
Consolidated FDI Policy Circular of 2020 (“FDI Policy”) by way of circular bearing number DPIIT file number
5(2)/2020-FDI Policy dated October 15, 2020, which with effect from October 15, 2020, consolidates and
supersedes all previous press notes, press releases and clarifications on FDI issued by the DPIIT that were in
force and effect as on October 15, 2020. The FDI Policy will be valid until the DPIIT issues an updated circular
and shall be subject to FEMA Non-debt Instruments Rules.

In terms of Press Note 3 of 2020, dated April 17, 2020, issued by the DPIIT, the FDI Circular has been amended
to state that all investments under the foreign direct investment route by entities of a country which shares land
border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any
such country will require prior approval of the Government of India. Further, in the event of transfer of
ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly,
resulting in the beneficial ownership falling within the aforesaid restriction/ purview, such subsequent change in
the beneficial ownership will also require approval of the Government of India. Furthermore, on April 22, 2020,
the Ministry of Finance, Government of India has also made similar amendment to the FEMA Non-debt
Instruments Rules. Each Bidder should seek independent legal advice about its ability to participate in the Issue.
In the event such prior approval of the Government of India is required, and such approval has been obtained,
the Bidder shall intimate our Company and the Registrar in writing about such approval along with a copy
thereof within the Issue Period.

As per the FDI Circular read with Press Note, 100% foreign direct investment is permitted under the automatic
route for manufacturing companies, however, investments under the foreign direct investment route by entities
of a country which shares land border with India or where the beneficial owner of an investment into India is
situated in or is a citizen of any such country will require prior approval of the Government of India.

Transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI,
provided that (i) the activities of the investee company are under the automatic route under the FDI Circular and
transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding is
within the sectoral limits under the FDI Circular; and (iii) the pricing is in accordance with the guidelines
prescribed by the SEBI/RBI.

For details of the aggregate limit for investments by NRIs and FPIs in our Company, see “Issue Procedure —
Bids by Eligible NRIs” and “Issue Procedure —Bids by FPIs” beginning at page 316.

As per the existing policy of the Government of India, OCBs cannot participate in this Issue.

The Equity Shares have not been and will not be registered, 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.

The above information is given for the benefit of the Bidders. Our Company and the BRLM are not liable
for any amendments or modification or changes in applicable laws or regulations, which may occur after
the date of the Red Herring Prospectus. Bidders are advised to make their independent investigations
and ensure that the number of Equity Shares Bid for do not exceed the applicable limits under laws or
regulations.

329
Sr. No

SECTION VIII - MAIN PROVISIONS OF THE ARTICLES OF ASSOCIATION

THE COMPANIES ACT, 2013
(COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
OF VENUS PIPES & TUBES LIMITED

Particulars

No regulation contained in Table “F” in the First Schedule to Companies Table F Applicable.
Act, 2013 shall apply to this Company but the regulations for the

Management of the Company and for the observance of the Members

thereof and their representatives shall be as set out in the relevant

provisions of the Companies Act, 2013 and subject to any exercise of the

statutory powers of the Company with reference to the repeal or

alteration of or addition to its regulations by Special Resolution as

prescribed by the said Companies Act, 2013 be such as are contained in

these Articles unless the same are repugnant or contrary to the provisions

of the Companies Act, 2013 or any amendment thereto.

Interpretation Clause

In the interpretation of these Articles the following expressions shall
have the following meanings unless repugnant to the subject or context:

(a) "The Act" means the Companies Act, 2013 and includes any Act
statutory modification or re-enactment thereof for the time being

in force.

(b) “These Articles" means Articles of Association for the time being Articles
in force or as may be altered from time to time vide Special
Resolution.

(©) “Auditors” means and includes those persons appointed as such Auditors
for the time being of the Company.

(d) “Capital” means the share capital for the time being raised or Capital
authorized to be raised for the purpose of the Company.

(e) *“The Company” shall mean VENUS PIPES & TUBES The Company
LIMITED

(f) “Executor” or “Administrator” means a person who has obtained a Executor
probate or letter of administration, as the case may be from a
Court of competent jurisdiction and shall include a holder of a
Succession Certificate authorizing the holder thereof to negotiate
or transfer the Share or Shares of the deceased Member and shall
also include the holder of a Certificate granted by the
Administrator General under section 31 of the Administrator
General Act, 1963.

or Administrator

(g) “Legal Representative” means a person who in law represents the Legal Representative
estate of a deceased Member.

(h) Words importing the masculine gender also include the feminine Gender
gender.

("In Writing" and “Written” includes printing lithography and other | In Writing and Written
modes of representing or reproducing words in a visible form.

(j) The marginal notes hereto shall not affect the construction thereof. Marginal notes

330
Sr.No

(k)

oO
(m)

(n)

(0)

(p)

(@

()

oO

(u)

(vy)
(w)

(&)

(y)

@

(aa)

Particulars
“Meeting” or “General Meeting” means a meeting of members.
"Month" means a calendar month.

“Annual General Meeting" means a General Meeting of the
Members held in accordance with the provision of section 96 of
the Act.

“Extra-Ordinary General Meeting" means an_ Extraordinary
General Meeting of the Members duly called and constituted and
any adjourned holding thereof.

“National Holiday” means and includes a day declared as National
Holiday by the Central Government.

“Non-retiring Directors” means a director not subject to retirement
by rotation.

“Office” means the registered Office for the time being of the
Company.

“Ordinary Resolution” and “Special Resolution” shall have the
meanings assigned thereto by Section 114 of the Act.

“Person" shall be deemed to include corporations and firms as
well as individuals.

“Proxy” means an instrument whereby any person is authorized to
vote for a member at General Meeting or Poll and includes
attorney duly constituted under the power of attorney.

“The Register of Members” means the Register of Members to be
kept pursuant to Section 88(1) (a) of the Act.

"Seal" means the common seal for the time being of the Company.

Words importing the Singular number include where the context
admits or requires the plural number and vice versa.

“The Statutes” means the Companies Act, 2013 and every other
‘Act for the time being in force affecting the Company.

“These presents” means the Memorandum of Association and the
Articles of Association as originally framed or as altered from
time to time.

“Variation” shall include abrogation; and “vary” shall include
abrogate.

“Year” means the calendar year and “Financial Year” shall have
the meaning assigned thereto by Section 2(41) of the Act.

Save as aforesaid any words and expressions contained in these Articles
shall bear the same meanings as in the Act or any statutory modifications
thereof for the time being in force.

CAPITAL

‘The Authorized Share Capital of the Company shall be such amount as
may be mentioned in Clause V of Memorandum of Association of the

331

Meeting or General Meeting
Month

Annual General Meeting

Extra-Ordinary General Meeting

National Holiday

Non-retiring Directors

Office

Ordinary and Special Resolution

Person

Proxy

Register of Members

Seal

Singular number

Statutes

These presents

Variation

Year and Financial Year

Expressions in the Act to bear the
same meaning in Articles

Authorized Capital.
Sr.No

Particulars

Company from time to time.

The Company may in General Meeting from time to time by Ordinary
Resolution increase its capital by creation of new Shares which may be
unclassified and may be classified at the time of issue in one or more
classes and of such amount or amounts as may be deemed expedient. The
new Shares shall be issued upon such terms and conditions and with such
rights and privileges annexed thereto as the resolution shall prescribe and
in particular, such Shares may be issued with a preferential or qualified
right to dividends and in the distribution of assets of the Company and
with a right of voting at General Meeting of the Company in conformity
with Section 47 of the Act. Whenever the capital of the Company has
been increased under the provisions of this Article the Directors shall
comply with the provisions of Section 64 of the Act.

Except so far as otherwise provided by the conditions of issue or by these
Presents, any capital raised by the creation of new Shares shall be
considered as part of the existing capital, and shall be subject to the
provisions herein contained, with reference to the payment of calls and
installments, forfeiture, lien, surrender, transfer and transmission, voting
and otherwise.

The Board shall have the power to issue a part of authorized capital by
way of non-voting Shares at price(s) premia, dividends, eligibility,
volume, quantum, proportion and other terms and conditions as they
deem fit, subject however to provisions of law, rules, regulations,
notifications and enforceable guidelines for the time being in force.

Subject to the provisions of the Act and these Articles, the Board of
Directors may issue redeemable preference shares to such persons, on
such terms and conditions and at such times as Directors think fit either
at premium or at par, and with full power to give any person the option to
call for or be allotted shares of the company either at premium or at par,
such option being exercisable at such times and for such consideration as
the Board thinks fit.

The holder of Preference Shares shall have a right to vote only on
Resolutions, which directly affect the rights attached to his Preference
Shares.

On the issue of redeemable preference shares under the provisions of
Article 7 hereof , the following provisions-shall take effect:

(a) No such Shares shall be redeemed except out of profits of which
would otherwise be available for dividend or out of proceeds of a
fresh issue of shares made for the purpose of the redemption;

 

(b) No such Shares shall be redeemed unless they are fully paid;

(©) Subject to section 55(2)(d)(i) the premium, if any payable on
redemption shall have been provided for out of the profits of the
Company or out of the Company's security premium account,
before the Shares are redeemed;

(d) Where any such Shares are redeemed otherwise then out of the
proceeds of a fresh issue, there shall out of profits which would
otherwise have been available for dividend, be transferred to a
reserve fund, to be called "the Capital Redemption Reserve
Account", a sum equal to the nominal amount of the Shares
redeemed, and the provisions of the Act relating to the reduction
of the share capital of the Company shall, except as provided in
Section 55 of the Act apply as if the Capital Redemption Reserve
Account were paid-up share capital of the Company; and

(©) _ Subject to the provisions of Section 55 of the Act, the redemption

332

Increase of capital by the
Company how carried into effect

New Capital sameas existing
capital

Non Voting Shares

Redeemable Preference Shares

Voting rights ofpreference shares

Provisions to apply on issue of
Redeemable Preference Shares
Sr.No

10.

if,

12,

13.

14.

15.

16.

17.

Particulars

of preference shares hereunder may be effected in accordance with
the terms and conditions of their issue and in the absence of any
specific terms and conditions in that behalf, in such manner as the
Directors may think fit. The reduction of Preference Shares under
the provisions by the Company shall not be taken as reducing the
amount of its Authorized Share Capital

The Company may (subject to the provisions of sections 52, 55, 66, both
inclusive, and other applicable provisions, if any, of the Act) from time
to time by Special Resolution reduce

(a) the share capital;
(b) any capital redemption reserve account; or
(c) any security premium account

In any manner for the time being, authorized by law and in particular
capital may be paid off on the footing that it may be called up again or
otherwise. This Article is not to derogate from any power the Company
would have, if it were omitted.

Any debentures, debenture-stock or other securities may be issued at a
discount, premium or otherwise and may be issued on condition that they
shall be convertible into shares of any denomination and with any
privileges and conditions as to redemption, surrender, drawing, allotment
of shares, attending (but not voting) at the General Meeting, appointment
of Directors and otherwise. Debentures with the right to conversion into
or allotment of shares shall be issued only with the consent of the
Company in the General Meeting by a Special Resolution.

The Company may exercise the powers of issuing sweat equity shares
conferred by Section 54 of the Act of a class of shares already issued
subject to such conditions as may be specified in that sections and rules
framed thereunder.

The Company may issue shares to Employees including its Directors
other than independent directors and such other persons as the rules may
allow, under Employee Stock Option Scheme (ESOP) or any other
scheme, if authorized by a Special Resolution of the Company in general
meeting subject to the provisions of the Act, the Rules and applicable
guidelines made there under, by whatever name called.

Notwithstanding anything contained in these articles but subject to the
provisions of sections 68 to 70 and any other applicable provision of the
Act or any other law for the time being in force, the company may
purchase its own shares or other specified securities.

Subject to the provisions of Section 61 of the Act, the Company in
general meeting may, from time to time, sub-divide or consolidate all or
any of the share capital into shares of larger amount than its existing
share or sub-divide its shares, or any of them into shares of smaller
amount than is fixed by the Memorandum; subject nevertheless, to the
provisions of clause (d) of sub-section (1) of Section 61; Subject as
aforesaid the Company in general meeting may also cancel shares which
have not been taken or agreed to be taken by any person and diminish the
amount of its share capital by the amount of the shares so cancelled.

Subject to compliance with applicable provision of the Act and rules
framed thereunder the company shall have power to issue depository
receipts in any foreign country.

Subject to compliance with applicable provision of the Act and rules
framed thereunder the company shall have power to issue any kind of
securities as permitted to be issued under the Act and rules framed

333

Reduction of capital

Debentures

Issue of Sweat Equity Shares

ESOP

Buy Back of shares

 

Consolidation, Sub-Division And
Cancellation

Issue of Depository Receipts

Issue of Securities
Sr.No

18.

19.

20.

21,

22.

23,

Particulars

thereunder.
MODIFICATION OF CLASS RIGHTS.

(a) If at any time the share capital, by reason of the issue of Preference
Shares or otherwise is divided into different classes of shares, all or any
of the rights privileges attached to any class (unless otherwise provided
by the terms of issue of the shares of the class) may, subject to the
provisions of Section 48 of the Act and whether or not the Company is
being wound-up, be varied, modified or dealt, with the consent in writing
of the holders of not less than three-fourths of the issued shares of that
class or with the sanction of a Special Resolution passed at a separate
general meeting of the holders of the shares of that class. The provisions
of these Articles relating to general meetings shall mutatis mutandis
apply to every such separate class of meeting.

Provided that if variation by one class of shareholders affects the rights
of any other class of shareholders, the consent of three-fourths of such
other class of shareholders shall also be obtained and the provisions of
this section shall apply to such variation.

(b) The rights conferred upon the holders of the Shares including
Preference Share, if any) of any class issued with preferred or other
rights or privileges shall, unless otherwise expressly provided by the
terms of the issue of shares of that class, be deemed not to be modified,
commuted, affected, abrogated, dealt with or varied by the creation or
issue of further shares ranking pari passu therewith.

Subject to the provisions of Section 62 of the Act and these Articles, the
shares in the capital of the company for the time being shall be under the
control of the Directors who may issue, allot or otherwise dispose of the
same or any of them to such persons, in such proportion and on such
terms and conditions and either at a premium or at par and at such time
as they may from time to time think fit and with the sanction of the
company in the General Meeting to give to any person or persons the
option or right to call for any shares either at par or premium during such
time and for such consideration as the Directors think fit, and may issue
and allot shares in the capital of the company on payment in full or part
of any property sold and transferred or for any services rendered to the
company in the conduct of its business and any shares which may so be
allotted may be issued as fully paid up shares and if so issued, shall be
deemed to be fully paid shares.

The Company may issue shares or other securities in any manner
whatsoever including by way of a preferential offer, to any persons
whether or not those persons include the persons referred to in clause (a)
or clause (b) of sub-section (1) of section 62 subject to compliance with
section 42 and 62 of the Act and rules framed thereunder.

The shares in the capital shall be numbered progressively according to
their several denominations, and except in the manner hereinbefore
mentioned no share shall be sub-divided. Every forfeited or surrendered
share shall continue to bear the number by which the same was originally
distinguished.

An application signed by or on behalf of an applicant for shares in the
Company, followed by an allotment of any shares therein, shall be an
acceptance of shares within the meaning of these Articles, and every
person who thus or otherwise accepts any shares and whose name is on
the Register shall for the purposes of these Articles, be a Member.

Subject to the provisions of the Act and these Articles, the Directors may
allot and issue shares in the Capital of the Company as payment or part

334

Modification ofrights

New Issue of Shares not to affect
rights attached to existing shares of
that class.

Shares at the disposal of the
Directors.

Power to issue shares on
preferential basis.

Shares should be Numbered
progressively and no share to be
subdivided.

Acceptance of Shares.

Directors may allot shares as full
paid-up
Sr.No

24,

25.

26.

22.

28.

Particulars

payment for any property (including goodwill of any business) sold or
transferred, goods or machinery supplied or for services rendered to the
Company either in or about the formation or promotion of the Company
or the conduct of its business and any shares which may be so allotted
may be issued as fully paid-up or partly paid-up otherwise than in cash,
and if so issued, shall be deemed to be fully paid-up or partly paid-up
shares as aforesaid.

The money (if any) which the Board shall on the allotment of any shares
being made by them, require or direct to be paid by way of deposit, call
or otherwise, in respect of any shares allotted by them shall become a
debt due to and recoverable by the Company from the allottee thereof,
and shall be paid by him, accordingly.

Every Member, or his heirs, executors, administrators, or legal
representatives, shall pay to the Company the portion of the Capital
represented by his share or shares which may, for the time being, remain
unpaid thereon, in such amounts at such time or times, and in such
manner as the Board shall, from time to time in accordance with the
Company’s regulations, require on date fixed for the payment thereof.

Shares may be registered in the name of any limited company or other
corporate body but not in the name of a firm, an insolvent person or a
person of unsound mind.

RETURN ON ALLOTMENTS TO BE MADE OR RESTRICTIONS
ON ALLOTMENT

The Board shall observe the restrictions as regards allotment of shares to
the public, and as regards return on allotments contained in Sections 39
of the Act

CERTIFICATES

(a) | Every member shall be entitled, without payment, to one or more
certificates in marketable lots, for all the shares of each class or
denomination registered in his name, or if the Directors so approve
(upon paying such fee as provided in the relevant laws) to several
certificates, each for one or more of such shares and the company
shall complete and have ready for delivery such certificates within
two months from the date of allotment, unless the conditions of
issue thereof otherwise provide, or within one month of the receipt
of application for registration of transfer, transmission, sub-
division, consolidation or renewal of any of its shares as the case
may be. Every certificate of shares shall be under the seal of the
company and shall specify the number and distinctive numbers of
shares in respect of which it is issued and amount paid-up thereon
and shall be in such form as the directors may prescribe or
approve, provided that in respect of a share or shares held jointly
by several persons, the company shall not be bound to issue more
than one certificate and delivery of a certificate of shares to one of
several joint holders shall be sufficient delivery to all such holder.
Such certificate shall be issued only in pursuance of a resolution
passed by the Board and on surrender to the Company of its letter
of allotment or its fractional coupons of requisite value, save in
cases of issues against letter of acceptance or of renunciation or in
cases of issue of bonus shares. Every such certificate shall be
issued under the seal of the Company, which shall be affixed in
the presence of two Directors or persons acting on behalf of the
Directors under a duly registered power of attorney and the
Secretary or some other person appointed by the Board for the
purpose and two Directors or their attorneys and the Secretary or
other person shall sign the share certificate, provided that if the

335

Deposit and call etc. to be a debt
payable immediately.

Liability of Members.

Registration of Shares.

Share Certificates.
Sr.No

aoe.

30.

31.

Particulars

composition of the Board permits of it, at least one of the aforesaid
two Directors shall be a person other than a Managing or whole-
time Director. Particulars of every share certificate issued shall be
entered in the Register of Members against the name of the person,
to whom it has been issued, indicating the date of issue.

(b) Any two or more joint allottees of shares shall, for the purpose of
this Article, be treated as a single member, and the certificate of
any shares which may be the subject of joint ownership, may be
delivered to anyone of such joint owners on behalf of all of them.
For any further certificate the Board shall be entitled, but shall not
be bound, to prescribe a charge not exceeding Rupees Fifty. The
Company shall comply with the provisions of Section 39 of the
Act.

(©) A Director may sign a share certificate by affixing his signature
thereon by means of any machine, equipment or other mechanical
means, such as engraving in metal or lithography, but not by
means of a rubber stamp provided that the Director shall be
responsible for the safe custody of such machine, equipment or
other material used for the purpose.

If any certificate be worn out, defaced, mutilated or torn or if there be no
further space on the back thereof for endorsement of transfer, then upon
production and surrender thereof to the Company, a new Certificate may
be issued in lieu thereof, and if any certificate lost or destroyed then upon
proof thereof to the satisfaction of the company and on execution of such
indemnity as the company deem adequate, being given, a new Certificate
in lieu thereof shall be given to the party entitled to such lost or
destroyed Certificate. Every Certificate under the Article shall be issued
without payment of fees if the Directors so decide, or on payment of such
fees (not exceeding Rs.50/- for each certificate) as the Directors shall
prescribe. Provided that no fee shall be charged for issue of new
certificates in replacement of those which are old, defaced or worn out or
where there is no further space on the back thereof for endorsement of
transfer.

Provided that notwithstanding what is stated above the Directors shall
comply with such Rules or Regulation or requirements of any Stock
Exchange or the Rules made under the Act or the rules made under
Securities Contracts (Regulation) Act, 1956, or any other Act, or rules
applicable in this behalf.

The provisions of this Article shall mutatis mutandis apply to debentures
of the Company.

(a) If any share stands in the names of two or more persons, the person
first named in the Register shall as regard receipts of dividends or bonus
or service of notices and all or any other matter connected with the
Company except voting at meetings, and the transfer of the shares, be
deemed sole holder thereof but the joint-holders of a share shall be
severally as well as jointly liable for the payment of all calls and other
payments due in respect of such share and for all incidentals thereof
according to the Company’s regulations.

(b) The Company shall not be bound to register more than three persons
as the joint holders of any share.

Except as ordered by a Court of competent jurisdiction or as by law
required, the Company shall not be bound to recognise any equitable,
contingent, future or partial interest in any share, or (except only as is by
these Articles otherwise expressly provided) any right in respect of a
share other than an absolute right thereto, in accordance with these
Articles, in the person from time to time registered as the holder thereof
but the Board shall be at liberty at its sole discretion to register any share

336

Issue of new certificates in place of
those defaced, lost or destroyed.

The first named joint holder
deemed Sole holder.

Maximum number of joint holders.

Company not bound to recognise
any interest in share other than
that ofregistered holders.
Sr.No

32.

33.

34,

35.

36.

37.

38.

39.

Particulars

in the joint names of any two or more persons or the survivor or
survivors of them.

If by the conditions of allotment of any share the whole or part of the
amount or issue price thereof shall be payable by installment, every such
installment shall when due be paid to the Company by the person who
for the time being and from time to time shall be the registered holder of
the share or his legal representative.

UNDERWRITING AND BROKERAGE

Subject to the provisions of Section 40 (6) of the Act, the Company may
at any time pay a commission to any person in consideration of his
subscribing or agreeing, to subscribe (whether absolutely or
conditionally) for any shares or debentures in the Company, or
procuring, or agreeing to procure subscriptions (whether absolutely or
conditionally) for any shares or debentures in the Company but so that
the commission shall not exceed the maximum rates laid down by the
Act and the rules made in that regard. Such commission may be satisfied
by payment of cash or by allotment of fully or partly paid shares or partly
in one way and partly in the other.

The Company may pay on any issue of shares and debentures such
brokerage as may be reasonable and lawful.

CALLS

(1) The Board may, from time to time, subject to the terms on which any
shares may have been issued and subject to the conditions of
allotment, by a resolution passed at a meeting of the Board and not
by a circular resolution, make such calls as it thinks fit, upon the
Members in respect of all the moneys unpaid on the shares held by
them respectively and each Member shall pay the amount of every
call so made on him to the persons and at the time and places
appointed by the Board.

(2) A call may be revoked or postponed at the discretion of the Board.
(3) A call may be made payable by installments.

(4) The option or right to call of shares shall not be given to any person
except with the sanction of the Company in General Meetings.

Fifteen days’ notice in writing of any call shall be given by the Company
specifying the time and place of payment, and the person or persons to
whom such call shall be paid.

A call shall be deemed to have been made at the time when the resolution
of the Board of Directors authorising such call was passed and may be
made payable by the members whose names appear on the Register of
Members on such date or at the discretion of the Directors on such
subsequent date as may be fixed by Directors.

Whenever any calls for further share capital are made on shares, such
calls shall be made on uniform basis on all shares falling under the same
class. For the purposes of this Article shares of the same nominal value
of which different amounts have been paid up shall not be deemed to fall
under the same class.

The Board may, from time to time, at its discretion, extend the time fixed
for the payment of any call and may extend such time as to all or any of
the members who on account of the residence at a distance or other
cause, which the Board may deem fairly entitled to such extension, but

337

Installment on shares to be duly
paid.

Commission

Brokerage

Directors may make calls

Notice of Calls

Calls to date from resolution.

Calls on uniform basis.

Directors may extend time.
Sr.No

40.

41.

42.

43.

Particulars

no member shall be entitled to such extension save as a matter of grace
and favour.

If any Member fails to pay any call due from him on the day appointed
for payment thereof, or any such extension thereof as aforesaid, he shall
be liable to pay interest on the same from the day appointed for the
payment thereof to the time of actual payment at such rate as shall from
time to time be fixed by the Board not exceeding 21% per annum but
nothing in this Article shall render it obligatory for the Board to demand
or recover any interest from any such member.

If by the terms of issue of any share or otherwise any amount is made
payable at any fixed time or by installments at fixed time (whether on
account of the amount of the share or by way of premium) every such
amount or installment shall be payable as if it were a call duly made by
the Directors and of which due notice has been given and all the
provisions herein contained in respect of calls shall apply to such amount
or installment accordingly.

On the trial or hearing of any action or suit brought by the Company
against any Member or his representatives for the recovery of any money
claimed to be due to the Company in respect of his shares, if shall be
sufficient to prove that the name of the Member in respect of whose
shares the money is sought to be recovered, appears entered on the
Register of Members as the holder, at or subsequent to the date at which
the money is sought to be recovered is alleged to have become due on the
share in respect of which such money is sought to be recovered in the
Minute Books: and that notice of such call was duly given to the Member
or his representatives used in pursuance of these Articles: and that it shall
not be necessary to prove the appointment of the Directors who made
such call, nor that a quorum of Directors was present at the Board at
which any call was made was duly convened or constituted nor any other
matters whatsoever, but the proof of the matters aforesaid shall be
conclusive evidence of the debt.

Neither a judgment nor a decree in favour of the Company for calls or
other moneys due in respect of any shares nor any part payment or
satisfaction thereunder nor the receipt by the Company of a portion of
any money which shall from time to time be due from any Member of
the Company in respect of his shares, either by way of principal or
interest, nor any indulgence granted by the Company in respect of the
payment of any such money, shall preclude the Company from thereafter
proceeding to enforce forfeiture of such shares as hereinafter provided.

(a) The Board may, if it thinks fit, receive from any Member willing
to advance the same, all or any part of the amounts of his
respective shares beyond the sums, actually called up and upon the
moneys so paid in advance, or upon so much thereof, from time to
time, and at any time thereafter as exceeds the amount of the calls
then made upon and due in respect of the shares on account of
which such advances are made the Board may pay or allow
interest, at such rate as the member paying the sum in advance and
the Board agree upon. The Board may agree to repay at any time
any amount so advanced or may at any time repay the same upon
giving to the Member three months’ notice in writing: provided
that moneys/ any amount paid in advance of calls on shares may
carry interest but shall not confer/ shall not entitle the holder of the
share a right to participate in respect thereof, in a dividend
subsequently declared or to participate in profits.

(b) No Member paying any such sum in advance shall be entitled to
voting rights in respect of the moneys so paid by him until the
same would but for such payment become presently payable. The
provisions of this Article shall mutatis mutandis apply to calls on

338

Calls to carry interest.

Sums deemed to be calls.

Proof on trial of suit for money due
on shares.

Judgment, decree, partial payment
motto proceed forforfeiture.

Payments in Anticipation of calls
may carry interest
Sr.No

45.

46.

47.

48.

Particulars

debentures issued by the Company.
LIEN

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. And such lien shall extend to all dividends and bonuses from time
to time declared in respect of such shares/debentures. Unless otherwise
agreed the registration of a transfer of shares/debentures shall operate as
a waiver of the Company’s lien if any, on such shares/debentures. The
Directors may at any time declare any shares/debentures wholly or in
part to be exempt from the provisions of this clause.

Provided that the fully paid shares of the Company shall be free from all
lien, while in the case of partly paid shares, the Company’s lien, if any as
aforesaid, shall be restricted to moneys called or payable at a fixed time
in respect of such shares.

For the purpose of enforcing such lien the Directors may sell the shares
subject thereto in such manner as they shall think fit, but no sale shall be
made until such period as aforesaid shall have arrived and until notice in
writing of the intention to sell shall have been served on such member or
the person (if any) entitled by transmission to the shares and default shall
have been made by him in payment, fulfillment of discharge of such
debts, liabilities or engagements for seven days after such notice. To give
effect to any such sale the Board may authorise some person to transfer
the shares sold to the purchaser thereof and purchaser shall be registered
as the holder of the shares comprised in any such transfer. Upon any such
sale as the Certificates in respect of the shares sold shall stand cancelled
and become null and void and of no effect, and the Directors shall be
entitled to issue a new Certificate or Certificates in lieu thereof to the
purchaser or purchasers concerned.

The net proceeds of any such sale shall be received by the Company and
applied in or towards payment of such part of the amount in respect of
which the lien exists as is presently payable and the residue, if any, shall
(subject to lien for sums not presently payable as existed upon the shares
before the sale) be paid to the person entitled to the shares at the date of
the sale.

FORFEITURE AND SURRENDER OF SHARES

If any Member fails to pay the whole or any part of any call or
installment or any moneys due in respect of any shares either by way of
principal or interest on or before the day appointed for the payment of the
same, the Directors may, at any time thereafter, during such time as the
call or installment or any part thereof or other moneys as aforesaid
remains unpaid or a judgment or decree in respect thereof remains
unsatisfied in whole or in part, serve a notice on such Member or on the
person (if any) entitled to the shares by transmission, requiring him to
pay such call or installment of such part thereof or other moneys as
remain unpaid together with any interest that may have accrued and all
reasonable expenses (legal or otherwise) that may have been accrued by
the Company by reason of such non-payment. Provided that no such
shares shall be forfeited if any moneys shall remain unpaid in respect of
any call or installment or any part thereof as aforesaid by reason of the
delay occasioned in payment due to the necessity of complying with the
provisions contained in the relevant exchange control laws or other

339

Company to have Lien on partly
paid shares.

As to enforcing lien by sale.

Application of proceeds of sale.

If call or installment not paid,
notice maybe given.
Sr.No

49.

50.

51.

52.

53.

54.

55.

56.

57,

Particulars

applicable laws of India, for the time being in force.

The notice shall name a day (not being less than fourteen days from the
date of notice) and a place or places on and at which such call or
installment and such interest thereon as the Directors shall determine
from the day on which such call or installment ought to have been paid
and expenses as aforesaid are to be paid.

The notice shall also state that, in the event of the non-payment at or
before the time and at the place or places appointed, the shares in respect
of which the call was made or installment is payable will be liable to be
forfeited.

If the requirements of any such notice as aforesaid shall not be complied
with, every or any share in respect of which such notice has been given,
may at any time thereafter but before payment of all calls or installments,
interest and expenses, due in respect thereof, be forfeited by resolution of
the Board to that effect. Such forfeiture shall include all dividends
declared or any other moneys payable in respect of the forfeited share
and not actually paid before the forfeiture.

When any shares have been forfeited, notice of the forfeiture shall be
given to the member in whose name it stood immediately prior to the
forfeiture, and an entry of the forfeiture, with the date thereof shall
forthwith be made in the Register of Members.

Any shares so forfeited, shall be deemed to be the property of the
Company and may be sold, re-allotted, or otherwise disposed of, either to
the original holder thereof or to any other person, upon such terms and in
such manner as the Board in their absolute discretion shall think fit.

Any Member whose shares have been forfeited shall notwithstanding the
forfeiture, be liable to pay and shall forthwith pay to the Company, on
demand all calls, installments, interest and expenses owing upon or in
respect of such shares at the time of the forfeiture, together with interest
thereon from the time of the forfeiture until payment, at such rate as the
Board may determine and the Board may enforce the payment of the
whole or a portion thereof as if it were a new call made at the date of the
forfeiture, but shall not be under any obligation to do so.

The forfeiture shares shall involve extinction at the time of the forfeiture,
of all interest in all claims and demand against the Company, in respect
of the share and all other rights incidental to the share, except only such
of those rights as by these Articles are expressly saved.

A declaration in writing that the declarant is a Director or Secretary of
the Company and that shares in the Company have been duly forfeited in
accordance with these articles on a date stated in the declaration, shall be
conclusive evidence of the facts therein stated as against all persons
claiming to be entitled to the shares.

The Company may receive the consideration, if any, given for the share
on any sale, re-allotment or other disposition thereof and the person to
whom such share is sold, re-allotted or disposed of may be registered as
the holder of the share and he shall not be bound to see to the application
of the consideration: if any, nor shall his title to the share be affected by
any irregularly or invalidity in the proceedings in reference to the
forfeiture, sale, re-allotment or other disposal of the shares.

Upon any sale, re-allotment or other disposal under the provisions of the
preceding Article, the certificate or certificates originally issued in
respect of the relative shares shall (unless the same shall on demand by
the Company have been previously surrendered to it by the defaulting

340

Terms of notice.

On default of payment, shares to
be forfeited.

Notice of forfeiture to a Member

Forfeited shares to be property of
the Company and may be sold etc.

Members still liable to pay money
owing at time of forfeiture and
interest.

Effect of forfeiture.

Evidence of Forfeiture.

Title of purchaser and allottee of
Forfeited shares.

Cancellation of share certificate in
respect of forfeited shares.
Sr.No

58.

59.

60.

61.

62.

63.

Particulars

member) stand cancelled and become null and void and of no effect, and
the Directors shall be entitled to issue a duplicate certificate or
certificates in respect of the said shares to the person or persons entitled
thereto.

In the meantime and until any share so forfeited shall be sold, re-allotted,
or otherwise dealt with as aforesaid, the forfeiture thereof may, at the
discretion and by a resolution of the Directors, be remitted as a matter of
grace and favour, and not as was owing thereon to the Company at the
time of forfeiture being declared with interest for the same unto the time
of the actual payment thereof if the Directors shall think fit to receive the
same, or on any other terms which the Director may deem reasonable.

Upon any sale after forfeiture or for enforcing a lien in purported
exercise of the powers hereinbefore given, the Board may appoint some
person to execute an instrument of transfer of the Shares sold and cause
the purchaser's name to be entered in the Register of Members in respect
of the Shares sold, and the purchasers shall not be bound to see to the
regularity of the proceedings or to the application of the purchase money,
and after his name has been entered in the Register of Members in
respect of such Shares, the validity of the sale shall not be impeached by
any person and the remedy of any person aggrieved by the sale shall be
in damages only and against the Company exclusively.

The Directors may, subject to the provisions of the Act, accept a
surrender of any share from or by any Member desirous of surrendering
on such terms the Directors may think fit.

TRANSFER AND TRANSMISSION OF SHARES

(a) The instrument of transfer of any share in or debenture of the
Company shall be executed by or on behalf of both the transferor
and transferee.

(b) The transferor shall be deemed to remain a holder of the share or
debenture until the name of the transferee is entered in the Register
of Members or Register of Debenture holders in respect thereof.

The instrument of transfer of any share or debenture shall be in writing
and all the provisions of Section 56 and statutory modification thereof
including other applicable provisions of the Act shall be duly complied
with in respect of all transfers of shares or debenture and registration
thereof.

The instrument of transfer shall be in a common form approved by the
Exchange;

The Company shall not register a transfer in the Company other than the
transfer between persons both of whose names are entered as holders of
beneficial interest in the records of a depository, 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 and specifying the name,
address and occupation if any, of the transferee, has been delivered to the
Company along with the certificate relating to the shares or if no such
share certificate is in existence along with the letter of allotment of the
shares: Provided that where, on an application in writing made to the
Company by the transferee and bearing the stamp, required for an
instrument of transfer, it is proved to the satisfaction of the Board of
Directors that the instrument of transfer signed by or on behalf of the
transferor and by or on behalf of the transferee has been lost, the
Company may register the transfer on such terms as to indemnity as the
Board may think fit, provided further that nothing in this Article shall
prejudice any power of the Company to register as shareholder any
person to whom the right to any shares in the Company has been

341

Forfeiture may be remitted.

Valic

 

Surrender of shares.

Execution of theinstrument of
shares.

Transfer Form.

Transfer not to be registered
except on production of instrument
of transfer.
Sr.No

64.

65.

66.

67.

68.

69.

70.

71.

Particulars

transmitted by operation of law.

Subject to the provisions of Section 58 of the Act and Section 22A of the
Securities Contracts (Regulation) Act, 1956, the Directors may, decline
to register—

(a) any transfer of shares on which the company has a lien.

That registration of transfer shall however not be refused on the ground
of the transferor being either alone or jointly with any other person or
persons indebted to the Company on any account whatsoever;

If the Company refuses to register the transfer of any share or
transmission of any right therein, the Company shall within one month
from the date on which the instrument of transfer or intimation of
transmission was lodged with the Company, send notice of refusal to the
transferee and transferor or to the person giving intimation of the
transmission, as the case may be, and there upon the provisions of
Section 56 of the Act or any statutory modification thereof for the time
being in force shall apply.

No fee shall be charged for registration of transfer, transmission, Probate,
Succession Certificate and letter of administration, Certificate of Death
or Marriage, Power of Attorney or similar other document with the
Company.

The Board of Directors shall have power on giving not less than seven
days pervious notice in accordance with section 91 and rules made
thereunder close the Register of Members and/or the Register of
debentures holders and/or other security holders at such time or times
and for such period or periods, not exceeding thirty days at a time, and
not exceeding in the aggregate forty five days at a time, and not
exceeding in the aggregate forty five days in each year as it may seem
expedient to the Board.

The instrument of transfer shall after registration be retained by the
Company and shall remain in its custody. All instruments of transfer
which the Directors may decline to register shall on demand be returned
to the persons depositing the same. The Directors may cause to be
destroyed all the transfer deeds with the Company after such period as
they may determine.

Where an application of transfer relates to partly paid shares, the transfer
shall not be registered unless the Company gives notice of the application
to the transferee and the transferee makes no objection to the transfer
within two weeks from the receipt of the notice.

For this purpose the notice to the transferee shall be deemed to have been
duly given if it is dispatched by prepaid registered post/speed post/
courier to the transferee at the address given in the instrument of transfer
and shall be deemed to have been duly delivered at the time at which it
would have been delivered in the ordinary course of post.

(a) On the death of a Member, the survivor or survivors, where the
Member was a joint holder, and his nominee or nominees or legal
representatives where he was a sole holder, shall be the only
person recognized by the Company as having any title to his
interest in the shares.

(b) Before recognising any executor or administrator or legal
representative, the Board may require him to obtain a Grant of
Probate or Letters Administration or other legal representation as

342

Directors may refuse to register
transfer.

Notice of refusal to be given to
transferor and transferee.

No fee on transfer.

Closure of Register of Members or
debentureholder or other security
holders.

Custody of transfer Deeds.

Application for transfer of partly
paid shares.

Notice to transferee.

Recognition of legal representative.
Sr.No

72.

73.

74,

75.

76.

Particulars
the case may be, from some competent court in India.

Provided nevertheless that in any case where the Board in its
absolute discretion thinks fit, it shall be lawful for the Board to
dispense with the production of Probate or letter of Administration
or such other legal representation upon such terms as to indemnity
or otherwise, as the Board in its absolute discretion, may consider
adequate

(©) _ Nothing in clause (a) above shall release the estate of the deceased
joint holder from any liability in respect of any share which had
been jointly held by him with other persons.

The Executors or Administrators of a deceased Member or holders of a
Succession Certificate or the Legal Representatives in respect of the
Shares of a deceased Member (not being one of two or more joint
holders) shall be the only persons recognized by the Company as having
any title to the Shares registered in the name of such Members, and the
Company shall not be bound to recognize such Executors or
Administrators or holders of Succession Certificate or the Legal
Representative unless such Executors or Administrators or Legal
Representative shall have first obtained Probate or Letters of
Administration or Succession Certificate as the case may be from a duly
constituted Court in the Union of India provided that in any case where
the Board of Directors in its absolute discretion thinks fit, the Board
upon such terms as to indemnity or otherwise as the Directors may deem
proper dispense with production of Probate or Letters of Administration
or Succession Certificate and register Shares standing in the name of a
deceased Member, as a Member. However, provisions of this Article are
subject to Sections 72of the Companies Act.

Where, in case of partly paid Shares, an application for registration is
made by the transferor, the Company shall give notice of the application
to the transferee in accordance with the provisions of Section 56 of the
Act.

Subject to the provisions of the Act and these Articles, any person
becoming entitled to any share in consequence of the death, lunacy,
bankruptcy, insolvency of any member or by any lawful means other
than by a transfer in accordance with these presents, may, with the
consent of the Directors (which they shall not be under any obligation to
give) upon producing such evidence that he sustains the character in
respect of which he proposes to act under this Article or of this title as
the Director shall require either be registered as member in respect of
such shares or elect to have some person nominated by him and approved
by the Directors registered as Member in respect of such shares; provided
nevertheless that if such person shall elect to have his nominee registered
he shall testify his election by executing in favour of his nominee an
instrument of transfer in accordance so he shall not be freed from any
liability in respect of such shares. This clause is hereinafter referred to as
the ‘Transmission Clause’.

Subject to the provisions of the Act and these Articles, the Directors shall
have the same right to refuse or suspend register a person entitled by the
transmission to any shares or his nominee as if he were the transferee
named in an ordinary transfer presented for registration.

Every transmission of a share shall be verified in such manner as the
Directors may require and the Company may refuse to register any such
transmission until the same be so verified or until or unless an indemnity
be given to the Company with regard to such registration which the
Directors at their discretion shall consider sufficient, provided
nevertheless that there shall not be any obligation on the Company or the
Directors to accept any indemnity.

343

Titles of Shares of deceased
Member

Notice of application when to be
given

Registration of persons entitled to
share otherwise than by transfer.
(transmission clause).

Refusal to register nominee.

Board may require evidence of
transmission.
Sr.No

ate

78.

79.

80.

81.

Particulars

The Company shall incur no liability or responsibility whatsoever in
consequence of its registering or giving effect to any transfer of shares
made, or purporting to be made by any apparent legal owner thereof (as
shown or appearing in the Register or Members) to the prejudice of
persons having or claiming any equitable right, title or interest to or in
the same shares notwithstanding that the Company may have had notice
of such equitable right, title or interest or notice prohibiting registration
of such transfer, and may have entered such notice or referred thereto in
any book of the Company and the Company shall not be bound or require
to regard or attend or give effect to any notice which may be given to
them of any equitable right, title or interest, or be under any liability
whatsoever for refusing or neglecting so to do though it may have been
entered or referred to in some book of the Company but the Company
shall nevertheless be at liberty to regard and attend to any such notice
and give effect thereto, if the Directors shall so think fit.

In the case of any share registered in any register maintained outside
India the instrument of transfer shall be in a form recognized by the law
of the place where the register is maintained but subject thereto shall be
as near to the form prescribed in Form no. SH-4 hereof as circumstances
permit.

No transfer shall be made to any minor, insolvent or person of unsound
mind.

NOMINATION

i) _ Notwithstanding anything contained in the articles, every holder of
securities of the Company may, at any time, nominate a person in
whom his/her securities shall vest in the event of his/her death and
the provisions of Section 72 of the Companies Act, 2013 shall
apply in respect of such nomination.

ii) No person shall be recognized by the Company as a nominee
unless an intimation of the appointment of the said person as
nominee has been given to the Company during the lifetime of the
holder(s) of the securities of the Company in the manner specified
under Section 72of the Companies Act, 2013 read with Rule 19 of
the Companies (Share Capital and Debentures) Rules, 2014

iii) The Company shall not be in any way responsible for transferring
the securities consequent upon such nomination.

iv) If the holder(s) of the securities survive(s) nominee, then the
nomination made by the holder(s) shall be of no effect and shall
automatically stand revoked.

‘A nominee, upon production of such evidence as may be required by the
Board and subject as hereinafter provided, elect, either-

() to be registered himself as holder of the security, as the case may
be; or

(ii) to make such transfer of the security, as the case may be, as the
deceased security holder, could have made;

(iii) if the nominee elects to be registered as holder of the security,
himself, as the case may be, he shall deliver or send to the
Company, a notice in writing signed by him stating that he so
elects and such notice shall be accompanied with the death
certificate of the deceased security holder as the case may be;

(iv) a nominee shall be entitled to the same dividends and other
advantages to which he would be entitled to, if he were the
registered holder of the security except that he shall not, before

344

Company not liable for disregard
of a notice prohibiting registration

of transfer.

Form of transfer Outside India.

No transfer to insolvent etc.

Nomination

Transmission of Securities
nominee

by
Sr.No

82.

83.

84.

85.

86.

Particulars

being registered as a member in respect of his security, be entitled
in respect of it to exercise any right conferred by membership in
relation to meetings of the Company.

Provided further that the Board may, at any time, give notice requiring
any such person to elect either to be registered himself or to transfer the
share or debenture, and if the notice is not complied with within ninety
days, the Board may thereafter withhold payment of all dividends,
bonuses or other moneys payable or rights accruing in respect of the
share or debenture, until the requirements of the notice have been
complied with.

DEMATERIALISATION OF SHARES

Subject to the provisions of the Act and Rules made thereunder the
Company may offer its members facility to hold securities issued by it in
dematerialized form.

JOINT HOLDER

Where two or more persons are registered as the holders of any share
they shall be deemed to hold the same as joint Shareholders with benefits
of survivorship subject to the following and other provisions contained in
these Articles.

(a) The Joint holders of any share shall be liable severally as well as
jointly for and in respect of all calls and other payments which
ought to be made in respect of such share.

(b) on the death of any such joint holders the survivor or survivors
shall be the only person recognized by the Company as having any
title to the share but the Board may require such evidence of death
as it may deem fit and nothing herein contained shall be taken to
release the estate of a deceased joint holder from any liability of
shares held by them jointly with any other person;

(©) Any one of two or more joint holders of a share may give effectual
receipts of any dividends or other moneys payable in respect of
share; and

(qd) only the person whose name stands first in the Register of
Members as one of the joint holders of any share shalll be entitled
to delivery of the certificate relating to such share or to receive
documents from the Company and any such document served on
or sent to such person shall deemed to be service on all the
holders.

SHARE WARRANTS

The Company may issue warrants subject to and in accordance with
provisions of the Act and accordingly the Board may in its discretion
with respect to any Share which is fully paid upon application in writing
signed by the persons registered as holder of the Share, and authenticated
by such evidence(if any) as the Board may, from time to time, require as
to the identity of the persons signing the application and on receiving the
certificate (if any) of the Share, and the amount of the stamp duty on the
warrant and such fee as the Board may, from time to time, require, issue
a share warrant.

(a) The bearer of a share warrant may at any time deposit the warrant
at the Office of the Company, and so long as the warrant remains
so deposited, the depositor shall have the same right of signing a

345

Dematerialization of Securities

Joint Holders

Joint and several liabilities for all
payments in respect of shares.

Title of survivors.

Receipts of one sufficient.

Delivery of certificate and giving of
notices to first named holders.

Power to issue share warrants

Deposit of share warrants
Sr.No

87.

88.

89.

90.

1,

92.

93.

Particulars

requisition for call in a meeting of the Company, and of attending
and voting and exercising the other privileges of a Member at any
meeting held after the expiry of two clear days from the time of
deposit, as if his name were inserted in the Register of Members
as the holder of the Share included in the deposit warrant.

(b) Not more than one person shall be recognized as depositor of the
Share warrant,

(c) The Company shall, on two day's written notice, return the
deposited share warrant to the depositor.

(a) Subject as herein otherwise expressly provided, no person, being a
bearer of a share warrant, shall sign a requisition for calling a
meeting of the Company or attend or vote or exercise any other
privileges of a Member at a meeting of the Company, or be
entitled to receive any notice from the Company.

(b) The bearer of a share warrant shall be entitled in all other respects
to the same privileges and advantages as if he were named in the
Register of Members as the holder of the Share included in the
warrant, and he shall be a Member of the Company.

The Board may, from time to time, make bye-laws as to terms on which
(if it shall think fit), a new share warrant or coupon may be issued by
way of renewal in case of defacement, loss or destruction.

CONVERSION OF SHARES INTO STOCK

‘The Company may, by ordinary resolution in General Meeting.
a) convert any fully paid-up shares into stock; and

b) re-convert any stock into fully paid-up shares of any
denomination.

The holders of stock may transfer the same or any part thereof in the
same manner as and subject to the same regulation under which the
shares from which the stock arose might before the conversion have been
transferred, or as near thereto as circumstances admit, provided that, the
Board may, from time to time, fix the minimum amount of stock
transferable so however that such minimum shall not exceed the nominal
amount of the shares from which the stock arose.

The holders of stock shall, according to the amount of stock held by
them, have the same rights, privileges and advantages as regards
dividends, participation in profits, voting at meetings of the Company,
and other matters, as if they hold the shares for which the stock arose but
no such privilege or advantage shall be conferred by an amount of stock
which would not, if existing in shares, have conferred that privilege or
advantage.

Such of the regulations of the Company (other than those relating to
share warrants), as are applicable to paid up share shall apply to stock
and the words “share” and “shareholders” in those regulations shall
include “stock” and “stockholders” respectively.

BORROWING POWERS

Subject to the provisions of the Act and these Articles, the Board may,
from time to time at its discretion, by a resolution passed at a meeting of
the Board generally raise or borrow money by way of deposits, loans,
overdrafts, cash creditor by issue of bonds, debentures or debenture-stock
(perpetual or otherwise) or in any other manner, or from any person,
firm, company, co-operative society, any body corporate, bank,

346

Privileges and disabilities of the
holders of share warrant

Issue of new share warrant
coupons

Conversion of shares into stock or
reconversion.

Transfer of stock.

Rights of stock
holders.

Regulations.

Power to borrow.
Sr.No

101.

102.

103.

104.

105.

106.

107.

108.

Particulars

of the members

(b) If at any time there are not within India sufficient Directors
capable of acting to form a quorum, or if the number of Directors
be reduced in number to less than the minimum number of
Directors prescribed by these Articles and the continuing Directors
fail or neglect to increase the number of Directors to that number
or to convene a General Meeting, any Director or any two or more
Members of the Company holding not less than one-tenth of the
total paid up share capital of the Company may call for an Extra-
Ordinary General Meeting in the same manner as nearly as
possible as that in which meeting may be called by the Directors.

No General Meeting, Annual or Extraordinary shall be competent to
enter upon, discuss or transfer any business which has not been
mentioned in the notice or notices upon which it was convened.

The Chairman (if any) of the Board of Directors shall be entitled to take
the chair at every General Meeting, whether Annual or Extraordinary. If
there is no such Chairman of the Board of Directors, or if at any meeting
he is not present within fifteen minutes of the time appointed for holding
such meeting or if he is unable or unwilling to take the chair, then the
Members present shall elect another Director as Chairman, and if no
Director be present or if all the Directors present decline to take the chair
then the Members present shall elect one of the members to be the
Chairman of the meeting.

No business, except the election of a Chairman, shall be discussed at any
General Meeting whilst the Chair is vacant.

a) The Chairperson may, with the consent of any meeting at which a
quorum is present, and shall, if so directed by the meeting, adjourn
the meeting from time to time and from place to place.

b) No business shall be transacted at any adjourned meeting other than
the business left unfinished at the meeting from which the
adjournment took place.

©) When a meeting is adjourned for thirty days or more, notice of the
adjourned meeting shall be given as in the case of an original
meeting.

d) Save as aforesaid, and as provided in section 103 of the Act, it shall
not be necessary to give any notice of an adjournment or of the
business to be transacted at an adjourned meeting.

In the case of an equality of votes the Chairman shall both on a show of
hands, on a poll (if any) and e-voting, have casting vote in addition to the
vote or votes to which he may be entitled as a Member.

Any poll duly demanded on the election of Chairman of the meeting or
any question of adjournment shall be taken at the meeting forthwith.

The demand for a poll except on the question of the election of the
Chairman and of an adjournment shall not prevent the continuance of a
meeting for the transaction of any business other than the question on
which the poll has been demanded.

VOTES OF MEMBERS
No Member shall be entitled to vote either personally or by proxy at any

General Meeting or Meeting of a class of shareholders either upon a

348

When a Director or any two

Members may call an Extra
Ordinary General Meeting

Meeting not to transact business
not mentioned in notice.

Chairman of General Meeting

Business confined to election of
Chairman whilst chair is vacant.

Chairman with consent may
adjourn meeting.

Chairman’s casting vote.

In what case poll taken without
adjournment.

Demand for poll not to prevent
transaction of other business.

Members in arrears not to vote.
Sr.No

94,

95.

96.

97.

98.

99.

100.

Particulars

institution, whether incorporated in India or abroad, Government or any
authority or any other body for the purpose of the Company and may
secure the payment of any sums of money so received, raised or
borrowed; provided that the total amount borrowed by the Company
(apart from temporary loans obtained from the Company’s Bankers in
the ordinary course of business) shall not without the consent of the
Company in General Meeting exceed the aggregate of the paid up capital
of the Company and its free reserves that is to say reserves not set apart
for any specified purpose.

Subject to the provisions of the Act and these Articles, any bonds,
debentures, debenture-stock or any other securities may be issued at a
discount, premium or otherwise and with any special privileges and
conditions as to redemption, surrender, allotment of shares, appointment
of Directors or otherwise; provided that debentures with the right to
allotment of or conversion into shares shall not be issued except with the
sanction of the Company in General Meeting.

The payment and/or repayment of moneys borrowed or raised as
aforesaid or any moneys owing otherwise or debts due from the
Company may be secured in such manner and upon such terms and
conditions in all respects as the Board may think fit, and in particular by
mortgage, charter, lien or any other security upon all or any of the assets
or property (both present and future) or the undertaking of the Company
including its uncalled capital for the time being, or by a guarantee by any
Director, Government or third party, and the bonds, debentures and
debenture stocks and other securities may be made assignable, free from
equities between the Company and the person to whom the same may be
issued and also by a similar mortgage, charge or lien to secure and
guarantee, the performance by the Company or any other person or
company of any obligation undertaken by the Company or any person or
Company as the case may be.

Any bonds, debentures, debenture-stock or their securities issued or to be
issued by the Company shall be under the control of the Board who may
issue them upon such terms and conditions, and in such manner and for
such consideration as they shall consider to be for the benefit of the
Company.

If any uncalled capital of the Company is included in or charged by any
mortgage or other security the Directors shall subject to the provisions of
the Act and these Articles make calls on the members in respect of such
uncalled capital in trust for the person in whose favour such mortgage or
security is executed.

Subject to the provisions of the Act and these Articles if the Directors or
any of them or any other person shall incur or be about to incur any
liability whether as principal or surely for the payment of any sum
primarily due from the Company, the Directors may execute or cause to
be executed any mortgage, charge or security over or affecting the whole
or any part of the assets of the Company by way of indemnity to secure
the Directors or person so becoming liable as aforesaid from any loss in
respect of such liability.

MEETINGS OF MEMBERS

Alll the General Meetings of the Company other than Annual General
Meetings shall be called Extra-ordinary General Meetings.

(a) The Directors may, whenever they think fit, convene an Extra-
Ordinary General Meeting and they shall on requisition of
requisition of Members made in compliance with Section 100 of the
Act, forthwith proceed to convene Extra-Ordinary General Meeting

347

Issue of discounted or with special
privileges.

Securing payment or repayment of
Moneys borrowed.

Bonds, Debentures etc. to be under
the control of the Directors.

Mortgage of uncalled Capital.

Indemnity may be given.

Distinction between GM & EGM.

Extra-Ordinary General Meeting
by Board and by requisition
Sr.No

109.

110.

111.

112.

113.

114,

115.

116.

Particulars

show of hands, upon a poll or electronically, or be reckoned in a quorum
in respect of any shares registered in his name on which any calls or
other sums presently payable by him have not been paid or in regard to
which the Company has exercised, any right or lien.

Subject to the provision of these Articles and without prejudice to any
special privileges, or restrictions as to voting for the time being attached
to any class of shares for the time being forming part of the capital of the
company, every Member, not disqualified by the last preceding Article
shall be entitled to be present, and to speak and to vote at such meeting,
and on a show of hands every member present in person shall have one
vote and upon a poll the voting right of every Member present in person
or by proxy shall be in proportion to his share of the paid-up equity share
capital of the Company, Provided, however, if any preference
shareholder is present at any meeting of the Company, save as provided
in sub-section (2) of Section 47 of the Act, he shall have a right to vote
only on resolution placed before the meeting which directly affect the
rights attached to his preference shares.

On a poll taken at a meeting of the Company a member entitled to more
than one vote or his proxy or other person entitled to vote for him, as the
case may be, need not, if he votes, use all his votes or cast in the same
way all the votes he uses.

A member of unsound mind, or in respect of whom an order has been
made by any court having jurisdiction in lunacy, or a minor may vote,
whether on a show of hands or on a poll, by his committee or other legal
guardian, and any such committee or guardian may, on a poll, vote by

proxy.

Notwithstanding anything contained in the provisions of the Companies
Act, 2013, and the Rules made there under, the Company may, and in the
case of resolutions relating to such business as may be prescribed by
such authorities from time to time, declare to be conducted only by postal
ballot, shall, get any such business/ resolutions passed by means of postal
ballot, instead of transacting the business in the General Meeting of the
Company.

A member may exercise his vote at a meeting by electronic means in
accordance with section 108 and shall vote only once.

a) In the case of joint holders, the vote of the senior who tenders a
vote, whether in person or by proxy, shall be accepted to the
exclusion of the votes of the other joint holders. If more than one of
the said persons remain present than the senior shall alone be
entitled to speak and to vote in respect of such shares, but the other
or others of the joint holders shall be entitled to be present at the
meeting. Several executors or administrators of a deceased Member
in whose name share stands shall for the purpose of these Articles
be deemed joints holders thereof.

b) For this purpose, seniority shall be determined by the order in which
the names stand in the register of members.

Votes may be given either personally or by attorney or by proxy or in
case of a company, by a representative duly Authorised as mentioned in
Articles

A body corporate (whether a company within the meaning of the Act or
not) may, if it is member or creditor of the Company (including being a
holder of debentures) authorise such person by resolution of its Board of
Directors, as it thinks fit, in accordance with the provisions of Section
113 of the Act to act as its representative at any Meeting of the members

349

Number of votes each member

entitled.

Casting of votes bya member
entitled to more than one vote.

Vote of member of unsound mind

and of minor

Postal Ballot

E-Voting

Votes of joint members.

Votes may be given by proxy or by

representative

Representation
corporate.

of

a

body
Sr.No

117.

118.

119.

120.

121.

122.

123.

Particulars

or creditors of the Company or debentures holders of the Company. A
person authorised by resolution as aforesaid shall be entitled to exercise
the same rights and powers (including the right to vote by proxy) on
behalf of the body corporate as if it were an individual member, creditor
or holder of debentures of the Company.

(a) A member paying the whole or a part of the amount remaining
unpaid on any share held by him although no part of that amount
has been called up, shall not be entitled to any voting rights in
respect of the moneys paid until the same would, but for this
payment, become presently payable.

(b) A member is not prohibited from exercising his voting rights on
the ground that he has not held his shares or interest in the
Company for any specified period preceding the date on which the
vote was taken.

Any person entitled under Article 73 (transmission clause) to transfer any
share may vote at any General Meeting in respect thereof in the same
manner as if he were the registered holder of such shares, provided that
at least forty-eight hours before the time of holding the meeting or
adjourned meeting, as the case may be at which he proposes to vote he
shall satisfy the Directors of his right to transfer such shares and give
such indemnify (if any) as the Directors may require or the directors shall
have previously admitted his right to vote at such meeting in respect
thereof.

No Member shall be entitled to vote on a show of hands unless such
member is present personally or by attorney or is a body Corporate
present by a representative duly Authorised under the provisions of the
Act in which case such members, attorney or representative may vote on
a show of hands as if he were a Member of the Company. In the case of a
Body Corporate the production at the meeting of a copy of such
resolution duly signed by a Director or Secretary of such Body Corporate
and certified by him as being a true copy of the resolution shall be
accepted by the Company as sufficient evidence of the authority of the
appointment.

The instrument appointing a proxy and the power-of-attorney or other
authority, if any, under which it is signed or a notarised copy of that
power or authority, shall be deposited at the registered office of the
company not less than 48 hours before the time forholding the meeting or
adjourned meeting at which the person named in the instrument proposes
to vote, or, in the case of a poll, not less than 24 hours before the time
appointed for the taking of the poll; and in default the instrument of
proxy shall not be treated as valid.

An instrument appointing a proxy shall be in the form as prescribed in
the rules made under section 105.

A vote given in accordance with the terms of an instrument of proxy
shall be valid notwithstanding the previous death or insanity of the
Member, or revocation of the proxy or of any power of attorney which
such proxy signed, or the transfer of the share in respect of which the
vote is given, provided that no intimation in writing of the death or
insanity, revocation or transfer shall have been received at the office
before the meeting or adjourned meeting at which the proxy is used.

No objection shall be raised to the qualification of any voter except at the
meeting or adjourned meeting at which the vote objected to is given or
tendered, and every vote not disallowed at such meeting shall be valid for
all purposes.

350

Members paying money

advance.

in

Members not prohibited if share

not held for any specified period.

Votes in respect of shares of

deceased or insolvent members.

No votes by proxy on show of

hands.

Appointment of a Proxy.

Form of proxy.

Validity of votes given by proxy

notwithstanding death
member.

Time for objections to votes.

of

a
Sr.No

124,

125.

126.

127.

128.

129.

130.

Particulars

Any such objection raised to the qualification of any voter in due time
shall be referred to the Chairperson of the meeting, whose decision shall
be final and conclusive.

DIRECTORS

Until otherwise determined by a General Meeting of the Company and
subject to the provisions of Section 149 of the Act, the number of
Directors (including Debenture and Alternate Directors) shall not be less
than three and not more than fifteen. Provided that a company may
appoint more than fifteen directors after passing a special resolution

A Director of the Company shall not be bound to hold any Qualification
Shares in the Company.

(a) Subject to the provisions of the Companies Act, 2013 and
notwithstanding anything to the contrary contained in these
Articles, the Board may appoint any person as a director
nominated by any institution in pursuance of the provisions of any
law for the time being in force or of any agreement

(b) The Nominee Director/s so appointed shall not be required to hold
any qualification shares in the Company nor shall be liable to retire
by rotation. The Board of Directors of the Company shall have no
power to remove from office the Nominee Director/s so appointed.
The said Nominee Director/s shall be entitled to the same rights
and privileges including receiving of notices, copies of the
minutes, sitting fees, etc. as any other Director of the Company is
entitled.

(©) If the Nominee Director/s is an officer of any of the financial
institution the sitting fees in relation to such nominee Directors
shall accrue to such financial institution and the same accordingly
be paid by the Company to them. The Financial Institution shall be
entitled to depute observer to attend the meetings of the Board or
any other Committee constituted by the Board.

(d) The Nominee Director/s shall, notwithstanding anything to the
Contrary contained in these Articles, be at liberty to disclose any
information obtained by him/them to the Financial Institution
appointing him/them as such Director/s.

The Board may appoint an Alternate Director to act for a Director
(hereinafter called “The Original Director”) during his absence for a
period of not less than three months from India. An Alternate Director
appointed under this Article shall not hold office for period longer than
that permissible to the Original Director in whose place he has been
appointed and shall vacate office if and when the Original Director
returns to India. If the term of Office of the Original Director is
determined before he so returns to India, any provision in the Act or in
these Articles for the automatic re-appointment of retiring Director in
default of another appointment shall apply to the Original Director and
not to the Alternate Director.

Subject to the provisions of the Act, the Board shall have power at any
time and from time to time to appoint any other person to be an
Additional Director. Any such Additional Director shall hold office only
upto the date of the next Annual General Meeting.

Subject to the provisions of the Act, the Board shall have power at any
time and from time to time to appoint a Director, if the office of any
director appointed by the company in general meeting is vacated before
his term of office expires in the normal course, who shall hold office
only upto the date upto which the Director in whose place he is appointed

351

Chairperson of the

Meeting to be

the judge of validity of any vote.

Number of Directors

Qualification shares.

Nominee Directors.

Appointment of alternate Director.

Additional Director

Directors power
vacancies.

to fill casual
Sr.No

131.

132,

133.

134,

135.

136.

137.

138.

Particulars

would have held office if it had not been vacated by him.

Until otherwise determined by the Company in General Meeting, each
Director other than the Managing/Whole-time Director (unless otherwise
specifically provided for) shall be entitled to sitting fees not exceeding a
sum prescribed in the Act (as may be amended from time to time) for
attending meetings of the Board or Committees thereof.

The Board of Directors may subject to the limitations provided in the Act
allow and pay to any Director who attends a meeting at a place other than
his usual place of residence for the purpose of attending a meeting, such
sum as the Board may consider fair, compensation for travelling, hotel
and other incidental expenses properly incurred by him, in addition to his
fee for attending such meeting as above specified.

PROCEEDING OF THE BOARD OF DIRECTORS

(a) The Board of Directors may meet for the conduct of business, adjourn
and otherwise regulate its meetings as it thinks fit.

 

(b) A director may, and the manager or secretary on the requ
director shall, at any time, summon a meeting of the Board.

a) The Directors may from time to time elect from among their
members a Chairperson of the Board and determine the period for
which he is to hold office. If at any meeting of the Board, the
Chairman is not present within five minutes after the time appointed
for holding the same, the Directors present may choose one of the
Directors then present to preside at the meeting.

b) Subject to Section 203 of the Act and rules made there under, one
person can act as the Chairman as well as the Managing Director or
Chief Executive Officer at the same time.

Questions arising at any meeting of the Board of Directors shall be
decided by a majority of votes and in the case of an equality of votes, the
Chairman will have a second or casting vote.

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.

Subject to the provisions of the Act, the Board may delegate any of their
powers to a Committee consisting of such member or members of its
body as it thinks fit, and it may from time to time revoke and discharge
any such committee either wholly or in part and either as to person, or
purposes, but every Committee so formed shall in the exercise of the
powers so delegated conform to any regulations that may from time to
time be imposed on it by the Board. All acts done by any such
Committee in conformity with such regulations and in fulfillment of the
purposes of their appointment but not otherwise, shall have the like force
and effect as if done by the Board.

The Meetings and proceedings of any such Committee of the Board
consisting of two or more members shall be governed by the provisions
herein contained for regulating the meetings and proceedings of the
Directors so far as the same are applicable thereto and are not superseded
by any regulations made by the Directors under the last preceding
Article.

352

Sitting Fees.

Travelling expenses Incurred by
Director on Company's business.

Meetings of Directors.

Chairperson

Questions at Board meeting how
decided.

Continuing directors may act
notwithstanding any vacancy in
the Board

Directors may appoint committee.

Committee Meetings how to be
governed.
Sr.No

139.

140.

141.

142.

143.

144,

Particulars

a) Acommittee may elect a Chairperson of its meetings.

b) If no such Chairperson is elected, or if at any meeting the
Chairperson is not present within five minutes after the time
appointed for holding the meeting, the members present may choose
one of their members to be Chairperson of the meeting.

a) A committee may meet and adjourn as it thinks fit.

b) Questions arising at any meeting of a committee shall be determined
by a majority of votes of the members present, and in case of an
equality of votes, the Chairperson shall have a second or casting
vote.

Subject to the provisions of the Act, all acts done by any meeting of the
Board or by a Committee of the Board, or by any person acting as a
Director shall notwithstanding that it shall afterwards be discovered that
there was some defect in the appointment of such Director or persons
acting as aforesaid, or that they or any of them were disqualified or had
vacated office or that the appointment of any of them had been
terminated by virtue of any provisions contained in the Act or in these
Articles, be as valid as if every such person had been duly appointed, and
was qualified to be a Director.

RETIREMENT AND ROTATION OF DIRECTORS

Subject to the provisions of Section 161 of the Act, if the office of any
Director appointed by the Company in General Meeting vacated before
his term of office will expire in the normal course, the resulting casual
vacancy may in default of and subject to any regulation in the Articles of
the Company be filled by the Board of Directors at the meeting of the
Board and the Director so appointed shall hold office only up to the date
up to which the Director in whose place he is appointed would have held
office if had not been vacated as aforesaid.

POWERS OF THE BOARD

The business of the Company shall be managed by the Board who may
exercise all such powers of the Company and do all such acts and things
as may be necessary, unless otherwise restricted by the Act, or by any
other law or by the Memorandum or by the Articles required to be
exercised by the Company in General Meeting. However no regulation
made by the Company in General Meeting shall invalidate any prior act
of the Board which would have been valid if that regulation had not been
made.

Without prejudice to the general powers conferred by the Articles and so
as not in any way to limit or restrict these powers, and without prejudice
to the other powers conferred by these Articles, but subject to the
restrictions contained in the Articles, it is hereby, declared that the
Directors shall have the following powers, that is to say

(1) Subject to the provisions of the Act, to purchase or otherwise
acquire any lands, buildings, machinery, premises, property,
effects, assets, rights, creditors, royalties, business and goodwill of
any person firm or company carrying on the business which this
Company is authorised to carry on, in any part of India.

(2) Subject to the provisions of the Act to purchase, take on lease for
any term or terms of years, or otherwise acquire any land or lands,
with or without buildings and out-houses thereon, situate in any
part of India, at such conditions as the Directors may think fit, and
in any such purchase, lease or acquisition to accept such title as

353

Chairperson of + Committee
Meetings

Meetings of the Committee

Acts of Board or Committee shall
be valid notwithstanding defect in
appointment.

Power to fill casual vacancy

Powers of the Board

Certain powers of the Board

To acquire anyproperty , rights
etc.

To take on Lease.
Sr.No

@)

(4)

()

(6)

1)

(8)

(9)

(10)

Particulars

the Directors may believe, or may be advised to be reasonably
satisfy.

To erect and construct, on the said land or lands, buildings,
houses, warehouses and sheds and to alter, extend and improve the
same, to let or lease the property of the company, in part or in
whole for such rent and subject to such conditions, as may be
thought advisable; to sell such portions of the land or buildings of
the Company as may not be required for the company; to
mortgage the whole or any portion of the property of the company
for the purposes of the Company; to sell all or any portion of the
machinery or stores belonging to the Company.

‘At their discretion and subject to the provisions of the Act, the
Directors may pay property rights or privileges acquired by, or
services rendered to the Company, either wholly or partially in
cash or in shares, bonds, debentures or other securities of the
Company, and any such share may be issued either as fully paid
up or with such amount credited as paid up thereon as may be
agreed upon; and any such bonds, debentures or other securities
may be either specifically charged upon all or any part of the
property of the Company and its uncalled capital or not so
charged.

To insure and keep insured against loss or damage by fire or
otherwise for such period and to such extent as they may think
proper all or any part of the buildings, machinery, goods, stores,
produce and other moveable property of the Company either
separately or co-jointly; also to insure all or any portion of the
goods, produce, machinery and other articles imported or exported
by the Company and to sell, assign, surrender or discontinue any
policies of assurance effected in pursuance of this power.

To open accounts with any Bank or Bankers and to pay money
into and draw money from any such account from time to time as
the Directors may think fit.

To secure the fulfillment of any contracts or engagement entered
into by the Company by mortgage or charge on all or any of the
property of the Company including its whole or part of its
undertaking as a going concern and its uncalled capital for the
time being or in such manner as they think fit.

To accept from any member, so far as may be permissible by law,
a surrender of the shares or any part thereof, on such terms and
conditions as shall be agreed upon.

To appoint any person to accept and hold in trust, for the
Company property belonging to the Company, or in which it is
interested or for any other purposes and to execute and to do all
such deeds and things as may be required in relation to any such
trust, and to provide for the remuneration of such trustee or
trustees.

To institute, conduct, defend, compound or abandon any legal
proceeding by or against the Company or its Officer, or otherwise
concerning the affairs and also to compound and allow time for
payment or satisfaction of any debts, due, and of any claims or
demands by or against the Company and to refer any difference to
arbitration, either according to Indian or Foreign law and either in
India or abroad and observe and perform or challenge any award
thereon.

354

To erect & construct.

To pay for property.

To insure properties of
Company.

To open Bank accounts.

the

To secure contracts by way of

mortgage.

To accept surrender of shares.

To appoint trustees for
Company.

To conduct legal proceedings.

the
Sr.No

ay

(12)

(13)

(4)

(15)

(16)

(a7)

18)

Particulars

To act on behalf of the Company in all matters relating to
bankruptcy insolvency.

To make and give receipts, release and give discharge for moneys
payable to the Company and for the claims and demands of the
Company.

Subject to the provisions of the Act, and these Articles to invest
and deal with any moneys of the Company not immediately
required for the purpose thereof, upon such authority (not being
the shares of this Company) or without security and in such
manner as they may think fit and from time to time to vary or
realise such investments. Save as provided in Section 187 of the
Act, all investments shall be made and held in the Company’s own
name.

To execute in the name and on behalf of the Company in favour of
any Director or other person who may incur or be about to incur
any personal liability whether as principal or as surety, for the
benefit of the Company, such mortgage of the Company’s
property (present or future) as they think fit, and any such
mortgage may contain a power of sale and other powers,
provisions, covenants and agreements as shall be agreed upon;

To determine from time to time persons who shall be entitled to
sign on Company’s behalf, bills, notes, receipts, acceptances,
endorsements, cheques, dividend warrants, releases, contracts and
documents and to give the necessary authority for such purpose,
whether by way of a resolution of the Board or by way of a power
of attorney or otherwise.

To give to any Director, Officer, or other persons employed by the
Company, a commission on the profits of any particular business
or transaction, or a share in the general profits of the company;
and such commission or share of profits shall be treated as part of
the working expenses of the Company.

To give, award or allow any bonus, pension, gratuity or
compensation to any employee of the Company, or his widow,
children, dependents, that may appear just or proper, whether such
employee, his widow, children or dependents have or have not a
legal claim on the Company.

To set aside out of the profits of the Company such sums as they
may think proper for depreciation or the depreciation funds or to
insurance fund or to an export fund, or to a Reserve Fund, or
Sinking Fund or any special fund to meet contingencies or repay
debentures or debenture-stock or for equalizing dividends or for
repairing, improving, extending and maintaining any of the
properties of the Company and for such other purposes (including
the purpose referred to in the preceding clause) as the Board may,
in the absolute discretion think conducive to the interests of the
Company, and subject to Section 179 of the Act, to invest the
several sums so set aside or so much thereof as may be required to
be invested, upon such investments (other than shares of this
Company) as they may think fit and from time to time deal with
and vary such investments and dispose of and apply and extend all
or any part thereof for the benefit of the Company notwithstanding
the matters to which the Board apply or upon which the capital
moneys of the Company might rightly be applied or expended and
divide the reserve fund into such special funds as the Board may
think fit; with full powers to transfer the whole or any portion of a
reserve fund or division of a reserve fund to another fund and with

355

Bankruptcy & Insolvency

To issue receipts & give discharge.

To invest and deal with money of
the Company.

To give Security by way of
indemnity.

To determine signing powers.

Commission or share in profits.

Bonus etc. to employees.

Transfer to Reserve Funds.
Sr.No

(19)

(20)

(21)

(22)

(23)

(24)

Particulars

the full power to employ the assets constituting all or any of the
above funds, including the depredation fund, in the business of the
company or in the purchase or repayment of debentures or
debenture-stocks and without being bound to keep the same
separate from the other assets and without being bound to pay
interest on the same with the power to the Board at their discretion
to pay or allow to the credit of such funds, interest at such rate as
the Board may think proper.

To appoint, and at their discretion remove or suspend such general
manager, managers, secretaries, assistants, supervisors, scientists,
technicians, engineers, consultants, legal, medical or economic
advisers, research workers, labourers, clerks, agents and servants,
for permanent, temporary or special services as they may from
time to time think fit, and to determine their powers and duties and
to fix their salaries or emoluments or remuneration and to require
security in such instances and for such amounts they may think fit
and also from time to time to provide for the management and
transaction of the affairs of the Company in any specified locality
in India or elsewhere in such manner as they think fit and the
provisions contained in the next following clauses shall be without
prejudice to the general powers conferred by this clause.

At any time and from time to time by power of attorney under the
seal of the Company, to appoint any person or persons to be the
Attorney or attorneys of the Company, for such purposes and with
such powers, authorities and discretions (not exceeding those
vested in or exercisable by the Board under these presents and
excluding the power to make calls and excluding also except in
their limits authorised by the Board the power to make loans and
borrow moneys) and for such period and subject to such
conditions as the Board may from time to time think fit, and such
appointments may (if the Board think fit) be made in favour of the
members or any of the members of any local Board established as
aforesaid or in favour of any Company, or the shareholders,
directors, nominees or manager of any Company or firm or
otherwise in favour of any fluctuating body of persons whether
nominated directly or indirectly by the Board and any such powers
of attorney may contain such powers for the protection or
convenience for dealing with such Attorneys as the Board may
think fit, and may contain powers enabling any such delegated
Attorneys as aforesaid to sub-delegate all or any of the powers,
authorities and discretion for the time being vested in them.

Subject to Sections 188 of the Act, for or in relation to any of the
matters aforesaid or otherwise for the purpose of the Company to
enter into all such negotiations and contracts and rescind and vary
all such contracts, and execute and do all such acts, deeds and
things in the name and on behalf of the Company as they may
consider expedient.

From time to time to make, vary and repeal rules for the
regulations of the business of the Company its Officers and
employees.

To effect, make and enter into on behalf of the Company all
transactions, agreements and other contracts within the scope of
the business of the Company.

To apply for, promote and obtain any act, charter, privilege,
concession, license, authorization, if any, Government, State or
municipality, provisional order or license of any authority for
enabling the Company to carry any of this objects into effect, or

356

To appoint and remove officers
and other employees.

To appoint Attorneys.

To enter into contracts.

To make rules.

To effect contracts etc.

To apply & obtain concessions,
licenses etc.
Sr.No

(25)

(26)

(27)

(28)

(29)

(30)

(31)

(32)

(33)

G4)

Particulars

for extending and any of the powers of the Company or for
effecting any modification of the Company’s constitution, or for
any other purpose, which may seem expedient and to oppose any
proceedings or applications which may seem calculated, directly
or indirectly to prejudice the Company’s interests.

To pay and charge to the capital account of the Company any
commission or interest lawfully payable there out under the
provisions of Sections 40 of the Act and of the provisions
contained in these presents.

To redeem preference shares.

To subscribe, incur expenditure or otherwise to assist or to
guarantee money to charitable, benevolent, religious, scientific,
national or any other institutions or subjects which shall have any
moral or other claim to support or aid by the Company, either by
reason of locality or operation or of public and general utility or
otherwise.

To pay the cost, charges and expenses preliminary and incidental
to the promotion, formation, establishment and registration of the
Company.

To pay and charge to the capital account of the Company any
commission or interest lawfully payable thereon under the
provisions of Sections 40 of the Act.

To provide for the welfare of Directors or ex-Directors or
employees or ex-employees of the Company and their wives,
widows and families or the dependents or connections of such
persons, by building or contributing to the building of houses,
dwelling or chawls, or by grants of moneys, pension, gratuities,
allowances, bonus or other payments, or by creating and from time
to time subscribing or contributing, to provide other associations,
institutions, funds or trusts and by providing or subscribing or
contributing towards place of instruction and recreation, hospitals
and dispensaries, medical and other attendance and other
assistance as the Board shall think fit and subject to the provision
of Section 181 of the Act, to subscribe or contribute or otherwise
to assist or to guarantee money to charitable, benevolent, religious,
scientific, national or other institutions or object which shall have
any moral or other claim to support or aid by the Company, either
by reason of locality of operation, or of the public and general
utility or otherwise.

To purchase or otherwise acquire or obtain license for the use of
and to sell, exchange or grant license for the use of any trade
mark, patent, invention or technical know-how.

To sell from time to time any Articles, materials, machinery,
plants, stores and other Articles and thing belonging to the
Company as the Board may think proper and to manufacture,
prepare and sell waste and by-products.

From time to time to extend the business and undertaking of the
Company by adding, altering or enlarging all or any of the
buildings, factories, workshops, premises, plant and machinery,
for the time being the property of or in the possession of the
Company, or by erecting new or additional buildings, and to
expend such sum of money for the purpose aforesaid or any of
them as they be thought necessary or expedient.

To undertake on behalf of the Company any payment of rents and
the performance of the covenants, conditions and agreements

357

To pay commissions or interest.

To redeem preference shares.

To assist charitable or benevolent
institutions.
Sr.No

145.

146.

147.

(35)

(36)

(37)

(38)

a)

b)

The

Particulars

contained in or reserved by any lease that may be granted or
assigned to or otherwise acquired by the Company and to purchase
the reversion or reversions, and otherwise to acquire on free hold
sample of all or any of the lands of the Company for the time
being held under lease or for an estate less than freehold estate.

To improve, manage, develop, exchange, lease, sell, resell and re-
purchase, dispose off, deal or otherwise turn to account, any
property (movable or immovable) or any rights or privileges
belonging to or at the disposal of the Company or in which the
Company is interested.

To let, sell or otherwise dispose of subject to the provisions of
Section 180 of the Act and of the other Articles any property of
the Company, either absolutely or conditionally and in such
manner and upon such terms and conditions in all respects as it
thinks fit and to accept payment in satisfaction for the same in
cash or otherwise as it thinks fit.

Generally subject to the provisions of the Act and these Articles,
to delegate the powers/authorities and discretions vested in the
Directors to any person(s), firm, company or fluctuating body of
persons as aforesaid.

To comply with the requirements of any local law which in their
opinion it shall in the interest of the Company be necessary or
expedient to comply with.

MANAGING AND WHOLE-TIME DIRECTORS

Subject to the provisions of the Act and of these Articles, the
Directors may from time to time in Board Meetings appoint one or
more of their body to be a Managing Director or Managing
Directors or whole-time Director or whole-time Directors of the
Company for such term not exceeding five years at a time as they
may think fit to manage the affairs and business of the Company,
and may from time to time (subject to the provisions of any contract
between him or them and the Company) remove or dismiss him or
them from office and appoint another or others in his or their place
or places.

The Managing Director or Managing Directors or whole-time
Director or whole-time Directors so appointed shall be liable to
retire by rotation. A Managing Director or Whole-time Director
who is appointed as Director immediately on the retirement by
rotation shall continue to hold his office as Managing Director or
Whole-time Director and such re-appointment as such Director shall
not be deemed to constitute a break in his appointment as Managing
Director or Whole-time Director.

remuneration of a Managing Director or a Whole-time Director

(subject to the provisions of the Act and of these Articles and of any
contract between him and the Company) shalll from time to time be fixed
by the Directors, and may be, by way of fixed salary, or commission on
profits of the Company, or by participation in any such profits, or by any,
or all of these modes.

qa)

2)

Subject to control, direction and supervision of the Board of
Directors, the day-today management of the company will be in
the hands of the Managing Director or Whole-time Director
appointed in accordance with regulations of these Articles of
Association with powers to the Directors to distribute such day-to-
day management functions among such Directors and in any
manner as may be directed by the Board.

The Directors may from time to time entrust to and confer upon

358

Powers to appoint
Managing/Wholetime Directors.

Remuneration of Managing or
Whole time Director.

Powers and duties of Managing
Director or Whole-time Director.
Sr.No

148.

149.

@)

(4)

(6)

Particulars

the Managing Director or Whole-time Director for the time being
save as prohibited in the Act, such of the powers exercisable under
these presents by the Directors as they may think fit, and may
confer such objects and purposes, and upon such terms and
conditions, and with such restrictions as they think expedient; and
they may subject to the provisions of the Act and these Articles
confer such powers, either collaterally with or to the exclusion of,
and in substitution for, all or any of the powers of the Directors in
that behalf, and may from time to time revoke, withdraw, alter or
vary all or any such powers.

The Company’s General Meeting may also from time to time
appoint any Managing Director or Managing Directors or
Wholetime Director or Wholetime Directors of the Company and
may exercise all the powers referred to in these Articles.

The Managing Director shall be entitled to sub-delegate (with the
sanction of the Directors where necessary) all or any of the
powers, authorities and discretions for the time being vested in
him in particular from time to time by the appointment of any
attorney or attorneys for the management and transaction of the
affairs of the Company in any specified locality in such manner as
they may think fit.

Notwithstanding anything contained in these Articles, the
Managing Director is expressly allowed generally to work for and
contract with the Company and especially to do the work of
Managing Director and also to do any work for the Company upon
such terms and conditions and for such remuneration (subject to
the provisions of the Act) as may from time to time be agreed
between him and the Directors of the Company.

Chief Executive Officer, Manager, Company Secretary or Chief
Financial Officer

a)

Subject to the provisions of the Act,—

A chief executive officer, manager, company secretary or chief
financial officer may be appointed by the Board for such term,
at such remuneration and upon such conditions as it may thinks
fit; and any chief executive officer, manager, company
secretary or chief financial officer so appointed may be
removed by means of a resolution of the Board;

A director may be appointed as chief executive officer,
manager, company secretary or chief financial officer.

b) A provision of the Act or these regulations requiring or authorising

@

(b)

a thing to be done by or to a director and chief executive officer,
manager, company secretary or chief financial officer shall not be
satisfied by its being done by or to the same person acting both as
director and as, or in place of, chief executive officer, manager,
company secretary or chief financial officer.

THE SEAL

The Board shall provide a Common Seal for the purposes of the
Company, and shall have power from time to time to destroy the
same and substitute a new Seal in lieu thereof, and the Board shall
provide for the safe custody of the Seal for the time being, and the
Seal shall never be used except by the authority of the Board or a
Committee of the Board previously given.

The Company shall also be at liberty to have an Official Seal in
accordance with of the Act, for use in any territory, district or
place outside India.

359

Board to appoint Chief Executive
Officer/. Manager/ Company
Secretary/ Chief Financial Officer

The seal, its custody and use.
Sr.No

150.

151.

152.

153.

154.

155.

156.

157.

Particulars

The seal of the company shall not be affixed to any instrument except by
the authority of a resolution of the Board or of a committee of the Board
authorized by it in that behalf, and except in the presence of at least two
directors and of the secretary or such other person as the Board may
appoint for the purpose; and those two directors and the secretary or
other person aforesaid shall sign every instrument to which the seal of
the company is so affixed in their presence.

Dividend and Reserves

(1) — 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.

(2) No amount paid or credited as paid on a share in advance of calls
shall be treated for the purposes of this regulation as paid on the
share.

(3) _ All dividends shall be apportioned and paid proportionately to the
amounts paid or credited as paid on the shares during any portion
or portions of the period in respect of which the dividend is paid;
but if any share is issued on terms providing that it shall rank for
dividend as from a particular date such share shall rank for
dividend accordingly.

The Company in General Meeting may declare dividends, to be paid to
members according to their respective rights and interests in the profits
and may fix the time for payment and the Company shall comply with
the provisions of Section 127 of the Act, but no dividends shall exceed
the amount recommended by the Board of Directors, but the Company
may declare a smaller dividend in general meeting.

a) 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 equalizing dividends; and pending such application, may, at the
like discretion, either be employed in the business of the company
or be invested in such investments (other than shares of the
company) as the Board may, from time to time, thinks fit.

b) The Board may also carry forward any profits which it may consider
necessary not to divide, without setting them aside as a reserve.

Subject to the provisions of section 123, 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 Directors may retain any dividends on which the Company has a lien
and may apply the same in or towards the satisfaction of the debts,
liabilities or engagements in respect of which the lien exists.

No amount paid or credited as paid on a share in advance of calls shall be
treated for the purposes of this 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 dividends as from

360

Deeds how executed.

Division of profits.

The company in General Meeting
may declare Dividends.

Transfer to reserves

Interim Dividend.

Debts may be deducted.

Capital paid up in advance not to
earn dividend.

Dividends in proportion to amount
paid-up.
Sr.No

158.

159.

160.

161.

162.

163.

164.

165.

Particulars

a particular date such share shall rank for dividend accordingly.

The Board of Directors may retain the dividend payable upon shares in
respect of which any person under Articles has become entitled to be a
member, or any person under that Article is entitled to transfer, until such
person becomes a member, in respect of such shares or shall duly transfer
the same.

No member shall be entitled to receive payment of any interest or
dividend or bonus in respect of his share or shares, whilst any money
may be due or owing from him to the Company in respect of such share
or shares (or otherwise however, either alone or jointly with any other
person or persons) and the Board of Directors may deduct from the
interest or dividend payable to any member all such sums of money so
due from him to the Company.

A transfer of shares does not pass the right to any dividend declared
thereon before the registration of the transfer.

Any one of several persons who are registered as joint holders of any
share may give effectual receipts for all dividends or bonus and payments
on account of dividends in respect of such share.

a) Any dividend, interest or other monies payable in cash in respect of
shares may be paid by cheque or warrant sent through the post
directed to the registered address of the holder or, in the case of
joint holders, to the registered address of that one of the joint
holders who is first named on the register of members, or to such
person and to such address as the holder or joint holders may in
writing direct.

b) Every such cheque or warrant shall be made payable to the order of
the person to whom it is sent.

Notice of any dividend that may have been declared shall be given to the
persons entitled to share therein in the manner mentioned in the Act.

No unclaimed dividend shall be forfeited before the claim becomes
barred by law and no unpaid dividend shall bear interest as against the
Company.

CAPITALIZATION

(1) The Company in General Meeting may, upon the recommendation
of the Board, resolve:

(a) _ that it is desirable to capitalize any part of the amount for the time
being standing to the credit of any of the Company’s reserve
accounts, or to the credit of the Profit and Loss account, or
otherwise available for distribution; and

(b) that such sum be accordingly set free for distribution in the
manner specified in clause (2) amongst the members who would
have been entitled thereto, if distributed by way of dividend and in
the same proportions.

(2) The sums aforesaid shall not be paid in cash but shall be applied
subject to the provisions contained in clause (3) either in or
towards:

(paying up any amounts for the time being unpaid on any shares
held by such members respectively;

(ii) _ paying up in full, unissued shares of the Company to be allotted

361

Retention of
completion of
Articles .

until
under

dividends
transfer

No Member to receive dividend
whilst indebted to the company
and the Company's right of
reimbursement thereof.

Effect of transfer of shares.

Dividend to joint holders.

Dividends how remitted.

Notice of dividend.

No interest on Dividends.

Capitalization.
Sr.No

166.

167.

168.

(ii)

@)

()

Q)

(b)
Q)

(b)

@)

(4)

qa)

Q)

a)

Particulars

and distributed, credited as fully paid up, to and amongst such
members in the proportions aforesaid; or

partly in the way specified in sub-clause (i) and partly in that
specified in sub-clause (ii).

A Securities Premium Account and Capital Redemption Reserve
Account may, for the purposes of this regulation, only be applied
in the paying up of unissued shares to be issued to members of the
Company and fully paid bonus shares.

The Board shall give effect to the resolution passed by the
Company in pursuance of this regulation.

Whenever such a resolution as aforesaid shall have been passed,
the Board shall —

make all appropriations and applications of the undivided profits
resolved to be capitalized thereby and all allotments and issues of
fully paid shares, if any, and

generally to do all acts and things required to give effect thereto.
The Board shall have full power -

to make such provision, by the issue of fractional certificates or by
payment in cash or otherwise as it thinks fit, in case of shares
becoming distributable in fractions; and also

to authorise any person to enter, on behalf of all the members
entitled thereto, into an agreement with the Company providing
for the allotment to them respectively, credited as fully paid up, of
any further shares to which they may be entitled upon such
capitalization, or (as the case may require) for the payment by the
Company on their behalf, by the application thereto of their
respective proportions, of the profits resolved to be capitalized, of
the amounts or any part of the amounts remaining unpaid on their
existing shares.

Any agreement made under such authority shall be effective and
binding on all such members.

That for the purpose of giving effect to any resolution, under the
preceding paragraph of this Article, the Directors may give such
directions as may be necessary and settle any questions or
difficulties that may arise in regard to any issue including
distribution of new equity shares and fractional certificates as they
think fit.

The books containing the minutes of the proceedings of any
General Meetings of the Company shall be open to inspection of
members without charge on such days and during such business
hours as may consistently with the provisions of Section 119 of
the Act be determined by the Company in General Meeting and
the members will also be entitled to be furnished with copies
thereof on payment of regulated charges.

Any member of the Company shall be entitled to be furnished
within seven days after he has made a request in that behalf to the
Company with a copy of any minutes referred to in sub-clause (1)
hereof on payment of Rs. 10 per page or any part thereof.

The Board shall from time to time determine whether and to what
extent and at what times and places and under what conditions or
regulations, the accounts and books of the company, or any of them,
shall be open to the inspection of members not being directors.

362

Fractional Certificates.

Inspection of Minutes Books of
General Meetings.

Inspection of Accounts
Sr.No

169.

170.

171.

172.

173.

Particulars

b) No member (not being a director) shall have any right of inspecting
any account or book or document of the company except as
conferred by law or authorised by the Board or by the company in
general meeting.

FOREIGN REGISTER

The Company may exercise the powers conferred on it by the provisions
of the Act with regard to the keeping of Foreign Register of its Members
or Debenture holders, and the Board may, subject to the provisions of the
Act, make and vary such regulations as it may think fit in regard to the
keeping of any such Registers.

DOCUMENTS AND SERVICE OF NOTICES

Any document or notice to be served or given by the Company be signed
by a Director or such person duly authorised by the Board for such
purpose and the signature may be written or printed or lithographed.

Save as otherwise expressly provided in the Act, a document or
proceeding requiring authentication by the company may be signed by a
Director, the Manager, or Secretary or other Authorised Officer of the
Company and need not be under the Common Seal of the Company.

WINDING UP

Subject to the provisions of Chapter XX of the Act and rules made
thereunder—

(i) If the company shall be wound up, the liquidator may, with the
sanction of a special resolution of the company and any other sanction
required by the Act, divide amongst the members, in specie or kind, the
whole or any part of the assets of the company, whether they shall
consist of property of the same kind or not.

(ii) For the purpose aforesaid, the liquidator may set such value as he
deems fair upon any property to be divided as aforesaid and may
determine how such division shall be carried out as between the members
or different classes of members.

(iii) The liquidator may, with the like sanction, vest the whole or any part
of such assets in trustees upon such trusts for the benefit of the
contributories if he considers necessary, but so that no member shall be
compelled to accept any shares or other securities whereon there is any
liability.

INDEMNITY

Subject to provisions of the Act, every Director, or Officer or Servant of
the Company or any person (whether an Officer of the Company or not)
employed by the Company as Auditor, shall be indemnified by the
Company against and it shall be the duty of the Directors to pay, out of
the funds of the Company, all costs, charges, losses and damages which
any such person may incur or become liable to, by reason of any contract
entered into or act or thing done, concurred in or omitted to be done by
him in any way in or about the execution or discharge of his duties or
supposed duties (except such if any as he shall incur or sustain through or
by his own wrongful act neglect or default) including expenses, and in
particular and so as not to limit the generality of the foregoing
provisions, against all liabilities incurred by him as such Director,
Officer or Auditor or other officer of the Company in defending any
proceedings whether civil or criminal in which judgment is given in his
favor, or in which he is acquitted or in connection with any application

363

Foreign Register.

Signing of documents & notices to

be served or given.

Authentication of documents and

proceedings.

Directors’
indemnity.

and

othersright

to
Sr.No

174,

175.

Particulars

under Section 463 of the Act on which relief is granted to him by the
Court.

Subject to the provisions of the Act, no Director, Managing Director or
other officer of the Company shall be liable for the acts, receipts,
neglects or defaults of any other Directors or Officer, or for joining in
any receipt or other act for conformity, or for any loss or expense
happening to the Company through insufficiency or deficiency of title to
any property acquired by order of the Directors for or on behalf of the
Company or for the insufficiency or deficiency of any security in or upon
which any of the moneys of the Company shall be invested, or for any
lossor damage arising from the bankruptcy, insolvency or tortuous act of
any person, company or corporation, with whom any moneys, securities
or effects shall be entrusted or deposited, or for any loss occasioned by
any error of judgment or oversight on his part, or for any other loss or
damage or misfortune whatever which shall happen in the execution of
the duties of his office or in relation thereto, unless the same happens
through his own dishonesty.

SECRECY

(a) Every Director, Manager, Auditor, Treasurer, Trustee, Member of a
Committee, Officer, Servant, Agent, Accountant or other person
employed in the business of the company shall, if so required by
the Directors, before entering upon his duties, sign a declaration
pleading himself to observe strict secrecy respecting all
transactions and affairs of the Company with the customers and
the state of the accounts with individuals and in matters relating
thereto, and shall by such declaration pledge himself not to reveal
any of the matter which may come to his knowledge in the
discharge of his duties except when required so to do by the
Directors or by any meeting or by a Court of Law and except so
far as may be necessary in order to comply with any of the
provisions in these presents contained.

(b) No member or other person (other than a Director) shall be entitled to
enter the property of the Company or to inspect or examine the
Company's premises or properties or the books of accounts of the
Company without the permission of the Board of Directors of the
Company for the time being or to require discovery of or any
information in respect of any detail of the Company's trading or
any matter which is or may be in the nature of trade secret,
mystery of trade or secret process or of any matter whatsoever
which may relate to the conduct of the business of the Company
and which in the opinion of the Board it will be inexpedient in the
interest of the Company to disclose or to communicate.

364

Not responsible for acts of others

Secrecy

Access to property information etc.
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) which are or may be deemed material have been entered or to be entered into by our Company.
These contracts, copies of which will be attached to the copy of this Prospectus, and the Prospectus, as
applicable, delivered to the Registrar of Companies for registration. Copies of the documents for inspection
referred to hereunder, may be inspected at our Registered Office from 10.00 am to 4.00 pm on Working Days
from the date of filing of this Prospectus until the Bid/Issue Closing Date, except for such contracts and
documents that will be executed subsequent to the completion of the Bid/Issue Closing Date. The Material
Contracts and Documents for Inspection shall also be available on https:/Avww.venuspipes.com/investors.

Material Contracts to the Issue

1. Issue Agreement among our Company and the BRLM dated December 23, 2021.
2, Registrar Agreement among our Company and the Registrar to the Issue dated November 23, 2021.
By Cash Escrow and Sponsor Bank Agreement dated April 19, 2022 among our Company, the BRLM, the

Escrow Collection Bank(s), Public Issue Account Bank(s), Refund Bank(s), the Sponsor Bank and the
Registrar to the Issue.

4. Monitoring Agency Agreement dated April 19, 2022 between the Company and the Monitoring
Agency.

Ss Syndicate Agreement dated April 19, 2022 among our Company, the BRLM and the Syndicate
Member.

6. Addendum to Syndicate Agreement dated May 10, 2022 among our Company, the BRLM and the
Syndicate Member

Fs Underwriting Agreement dated May 17, 2022 among our Company and the Underwriters.

Material Documents

1. Certified copies of the Memorandum of Association and Articles of Association of our Company as

amended from time to time.

2. Our certificate of incorporation dated February 17, 2015.

3s Resolution of the Board of Directors dated October 21, 2021 authorising the Issue.

4, Resolution of the Shareholders dated November 22, 2021 under section 62(1)(c) of the Companies Act,
2013 authorising the Issue.

5. Resolutions of the Board dated December 24, 2021approving the Draft Red Herring Prospectus.

6. Resolutions of the Board dated May 2, 2022 approving the Red Herring Prospectus.

7. Resolution of the IPO Committee dated April 21, 2022 taking on record the Issue.

8. Copies of audit (re-audit) reports of our Company for Fiscal Years 2019, 2020 and audit report for
Fiscal Year 2021.

9. Examination reports of our Statutory Auditors dated March 21, 2022 on the Restated Financial

Information included in the Red Herring Prospectus and Prospectus.

10. Statement of special tax benefits from our Statutory Auditors, dated April 19, 2022.

365
11. Agreement dated September 28, 2021 among NSDL, our Company and the Registrar to the Issue.
12. Agreement dated September 28, 2021 among CDSL, our Company and the Registrar to the Issue.
13. Industry report titled “Stainless Steel Pipes & Tubes” dated April, 2022, prepared by D&B.

14. Written consent of our Statutory Auditors to include their name as required under Section 26 of the
Companies Act, 2013 in the Draft Red Herring Prospectus and as an ‘expert’ as defined under Section
2(38) of the Companies Act, 2013 in respect of their report dated November 22, 2021, on the Restated
Financial Information and their report dated December 23, 2021, on the statement of possible special
tax benefits available for the Company and its shareholders.

15. Written consent of our Statutory Auditors to include their name as required under Section 26 of the
Companies Act, 2013 in the Red Herring Prospectus and Prospectus and as an ‘expert’ as defined under
Section 2(38) of the Companies Act, 2013 in respect of their report dated March 21, 2022, on the
Restated Financial Information and their report dated April 19, 2022, on the statement of possible
special tax benefits available for the Company and its shareholders.

16. Consents of the Bankers to our Company, the BRLM, Syndicate Member, Monitoring Agency
Registrar to the Issue, Escrow Collection Bank(s), Sponsor Bank, Directors of our Company, Company
Secretary and Compliance Officer for the Issue, Statutory Auditor, Public Issue Account Bank(s), legal
counsel, special advisor, D&B, Refund Bank(s) as referred to, in their respective capacities.

17. In-principle listing approvals dated January 20, 2022 and January 17, 2022 received from NSE and the
BSE, respectively.

18. Due diligence certificate dated December 24, 2021 to SEBI from the BRLM.
19. SEBI final observation letter SEBI/WRO/OW/P/RB/MKG/2022/14166/1 dated March 31, 2022
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 notification to the shareholders,
subject to compliance with the provisions contained in the Companies Act, 2013 and other relevant statutes.

366
DECLARATION

We hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/
regulations issued by the Government of India or the guidelines/ regulations issued by the Securities and
Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992,as the case may be, have been complied with and no statement made in this Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities
Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, as the case may be.
We further certify that all statements in this Prospectus are true and correct.

SIGNED BY DIRECTORS & CFO OF OUR COMPANY
Sd/-

Arun Axaykumar Kothari

Managing Director & Chief Financial Officer

Place: Gandhidham, Gujarat
Date: May 18, 2022

367
DECLARATION

We hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/
regulations issued by the Government of India or the guidelines/ regulations issued by the Securities and
Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992,as the case may be, have been complied with and no statement made in this Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities
Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, as the case may be.
We further certify that all statements in this Prospectus are true and correct.

SIGNED BY DIRECTORS OF OUR COMPANY
Sd/-

Megharam Sagramji Choudhary

Whole-time Director

Place: Gandhidham, Gujarat
Date: May 18, 2022

368
DECLARATION

We hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/
regulations issued by the Government of India or the guidelines/ regulations issued by the Securities and
Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992,as the case may be, have been complied with and no statement made in this Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities
Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, as the case may be.
We further certify that all statements in this Prospectus are true and correct.

SIGNED BY DIRECTORS OF OUR COMPANY
Sd/-

Jayantiram Motiram Choudhary

Chairman & Non- Director

Place: Gandhidham, Gujarat
Date: May 18, 2022

369
DECLARATION

We hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/
regulations issued by the Government of India or the guidelines/ regulations issued by the Securities and
Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992,as the case may be, have been complied with and no statement made in this Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities
Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, as the case may be.
We further certify that all statements in this Prospectus are true and correct.

SIGNED BY DIRECTORS OF OUR COMPANY
Sd/-

Dhruv Mahendrakumar Patel

Whole-time Director

Place: Gandhidham, Gujarat
Date: May 18, 2022

370
DECLARATION

We hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/
regulations issued by the Government of India or the guidelines/ regulations issued by the Securities and
Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992,as the case may be, have been complied with and no statement made in this Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities
Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, as the case may be.
We further certify that all statements in this Prospectus are true and correct.

SIGNED BY DIRECTORS OF OUR COMPANY
Sd/-

Kailesh Nath Bhandari

Independent Director

Place: Jodhpur, Rajasthan
Date: May 18, 2022

371
DECLARATION

We hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/
regulations issued by the Government of India or the guidelines/ regulations issued by the Securities and
Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992,as the case may be, have been complied with and no statement made in this Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities
Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, as the case may be.
We further certify that all statements in this Prospectus are true and correct.

SIGNED BY DIRECTORS OF OUR COMPANY
Sd/-

Pranay Ashok Surana

Independent Director

Place: Nashik, Maharashtra
Date: May 18, 2022

372
DECLARATION

We hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/
regulations issued by the Government of India or the guidelines/ regulations issued by the Securities and
Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992,as the case may be, have been complied with and no statement made in this Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities
Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, as the case may be.
We further certify that all statements in this Prospectus are true and correct.

SIGNED BY DIRECTORS OF OUR COMPANY
Sd/-

Shyam Agrawal

Independent Director

Place: Jaipur, Rajasthan
Date: May 18, 2022

373
DECLARATION

We hereby certify and declare that all relevant provisions of the Companies Act and the rules, guidelines/
regulations issued by the Government of India or the guidelines/ regulations issued by the Securities and
Exchange Board of India, established under section 3 of the Securities and Exchange Board of India Act,
1992,as the case may be, have been complied with and no statement made in this Prospectus is contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities
Contracts (Regulation) Rules, 1957, the Securities and Exchange Board of India Act, 1992, as the case may be.
We further certify that all statements in this Prospectus are true and correct.

SIGNED BY DIRECTORS OF OUR COMPANY
Sd/-

Komal Lokesh Khadaria

Independent Director

Place: Surat, Gujarat
Date: May 18, 2022

374
