Draft Red Herring Prospectus

Dated: July 16, 2025

100% Book Building Offer

Please read Section 26 and 32 of Companies Act, 2013

Exim Routes Limited

Please scan this QR Code to
view the DRHP. (Previously Known as Exim Routes Private Limited)
CIN: U51909HR2019PLC115525

REGISTERED OFFICE CORPORATE OFFICE CONTACT PERSON EMAIL & TELEPHONE WEBSITE
Unit No 421, 4th Floor, Suncity Success Ms. Richa Anand
[Link]@[Link] & [Link]
Tower, Golf Course Extension Road, Sector N.A. Company Secretary & Compliance
+91 95602 71761
65, Gurugram, Haryana 122101, India Officer
NAME OF PROMOTER(S) OF THE COMPANY
MR. MANISH GOYAL AND MR. GOVIND RAI GARG
Type Fresh Issue Size OFS* Size Total Issue Size Eligibility & Share Reservation among NII & RII
(By Number of Shares) (By amount in Rs. Lakh) (By Number of Shares)
Fresh Issue Upto 49,69,600 Equity NIL Upto 49,69,600 Equity The Offer is being made pursuant to Regulation 229(1)
Shares of Face Value of Shares of Face Value of of SEBI (ICDR) Regulations. For details of Share
Rs. 5/- each aggregating Rs. 5/- each aggregating reservation among QIBs, NIIs and RIIs, see “Issue
up to Rs. [●] lakhs up to Rs. [●] lakhs Structure” beginning on page no. 394
*OFS: Offer for Sale
Details of OFS by Promoter(s)/ Promoter Group/ Other Selling Shareholders (upto maximum of 10 shareholders)
Name Type No. of shares offered/ WACA in Rs. Per Equity Shares
Amount in Rs.
NIL
P: Promoter, PG: Promoter Group, OSS: Other Selling Shareholders, WACA: Weighted Average Cost of Acquisition on fully diluted basis
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of our Company, there has been no formal market for the Equity Shares The face value of our Equity Shares is Rs. 5/- each and the Floor
Price and Cap Price are [●] times and [●] times of the face value of the Equity Shares, respectively. The Floor Price, Cap Price and Issue Price (determined and justified
by our Company in consultation with the Book Running Lead Manager as stated in “Basis for Issue Price” on page 126 of this Draft Red Herring Prospectus) should not
be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in
the Equity Shares or regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in Equity and Equity related securities involve a degree of risk and investors should not invest any funds in this issue unless they can afford to take the risk
of losing their entire investment. Investors are advised to read the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision,
investors must rely on their own examination of our Company and the Issue including the risks involved. The Equity Shares issued in the Issue have not been recommended
or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the Draft Red Herring Prospectus. Specific
attention of the investors is invited to the section “Risk Factors” beginning on page 34 of this Draft Red Herring Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard
to our Company and the Issue which is material in the context of this Issue, that the information contained in this Draft Red Herring 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 make this Draft Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any
material respect.
LISTING
The Equity Shares of our Company offered through this Draft Red Herring Prospectus are proposed to be listed on the Emerge Platform of National Stock Exchange of
India Limited in terms of the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. Our Company has received an approval letter dated [●]
from National Stock Exchange of India Limited for using its name in the Draft Red Herring Prospectus for listing of our shares on the Emerge Platform of National Stock
Exchange of India Limited. For the purpose of this Issue, National Stock Exchange of India Limited shall be the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

NARNOLIA FINANCIAL SERVICES LIMITED MAASHITLA SECURITIES PRIVATE LIMITED

Address: 201, 2nd Floor, Marble Arch, 236 B A.J.C Bose Road, Kolkata, West Address: 451, Krishna Apra Business Square, Netaji Subhash Place, Pitampura, Delhi
Bengal- 700020, India - 110034, India
Telephone: 033- 40501500 Telephone: +91-11-45121795-96
Email: ipo@[Link] Email: contact@[Link]
Website: [Link] Website: [Link]
Contact Person: Mr. Rajveer Singh Contact Person: CA Mukul Agrawal
SEBI Registration Number: INM000010791 SEBI Registration Number: INR000004370
CIN: U51909WB1995PLC072876 CIN: U67100DL2010PTC208725
BID/ISSUE PERIOD
Anchor Bid opens on: [●] * Bid/ Issue open on: [●] Bid/ Issue Closes on: [●]
*Our Company in consultation with the BRLM, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor
Bidding Date shall be one working day prior to the Issue Opening Date.
 Draft Red Herring Prospectus
Dated: July 16, 2025
100% Book Building Offer
Please read Section 26 and 32 of Companies Act, 2013

Exim Routes Limited

(Previously Known as Exim Routes Private Limited)
CIN: U51909HR2019PLC115525
Our Company was originally incorporated as a private limited company with the name of “Exim Routes Private Limited” under the Companies Act, 2013 vide certificate of incorporation dated April
23, 2019, issued by Registrar of Companies, NCT of Delhi and Haryana, bearing CIN U51909DL2019PTC349006. Further the registered office of the company was shifted from NCT of Delhi, to
Haryana and fresh certificate of incorporation was obtained from ROC, Delhi and Haryana vide CIN: U51909HR2019PTC115525. Subsequently, our Company was converted into a public limited
company pursuant to a resolution passed by our Shareholders at an Extraordinary General Meeting held on August 07, 2024 and consequently the name of our Company was changed to “Exim
Routes Private Limited” to “Exim Routes Limited” and a fresh certificate of incorporation dated October 24, 2024 was issued by the Central Processing Centre. The corporate identification number
of our Company is U51909HR2019PLC115525. For further details please refer to the chapter titled “History and Certain Corporate Matters” beginning on Page No. 242 of this Draft Red Herring
Prospectus.
Registered Office: Unit No 421, 4th Floor, Suncity Success Tower, Golf Course Extension Road, Sector 65, Gurugram, Haryana 122101, India
Phone No.: +91 95602 71761; Fax: N.A.; Website:[Link] E-mail: [Link]@[Link]
Company Secretary and Compliance Officer: Ms. Richa Anand
OUR PROMOTERS: MR. MANISH GOYAL AND MR. GOVIND RAI GARG
THE ISSUE
INITIAL PUBLIC OFFERING UP TO 49,69,600 EQUITY SHARES OF RS. 5/- EACH (“EQUITY SHARES”) OF EXIM ROUTES LIMITED (“ERL” OR THE “COMPANY”)
FOR CASH AT A PRICE OF RS. [●]/- PER EQUITY SHARE (THE “ISSUE PRICE”), AGGREGATING TO RS. [●] LAKHS (“THE ISSUE”). OUT OF THE ISSUE, 2,49,600
EQUITY SHARES AGGREGATING TO RS. [●] LAKHS WILL BE RESERVED FOR SUBSCRIPTION BY MARKET MAKER (“MARKET MAKER RESERVATION
PORTION”). THE ISSUE LESS THE MARKET MAKER RESERVATION PORTION I.E. ISSUE OF 47,20,000 EQUITY SHARES OF FACE VALUE OF RS. 5/- EACH AT AN
ISSUE PRICE OF RS. [●]/- PER EQUITY SHARE AGGREGATING TO RS. [●] LAKHS IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET
ISSUE WILL 26.50% AND 25.17% RESPECTIVELY OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE FACE VALUE OF THE EQUITY SHARES IS RS. 5/- EACH AND THE FLOOR PRICE AND CAP PRICE ARE [●] TIMES AND [●] TIMES OF THE FACE VALUE OF THE
EQUITY SHARES, RESPECTIVELY.
The price band and the minimum bid lot will be decided by our company, in consultation with the book running lead manager and will be advertised in all editions of [●] (which are widely
circulated English daily newspaper) and all editions of [●] (which are widely Hindi daily newspaper) and all editions of [●] the regional language of Delhi, where our registered office is
located), at least two working days prior to the bid/ offer opening date and shall be made available to national stock exchange of India limited (“NSE”, “stock exchange”) for the purpose of
uploading on their respective website.
This Issue is being made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”) read with Regulation 229 of
the SEBI ICDR Regulations and in compliance with Regulation 253 of the SEBI ICDR Regulations wherein not more than 50.00% of the Net Issue shall be available for allocation on a
proportionate basis to Qualified Institutional Buyers (“QIBs”) (the “QIB Portion”), provided that our Company in consultation with the BRLM may allocate up to 60.00% of the QIB Portion to
Anchor Investors on a discretionary basis (“Anchor Investor Portion”). One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids being received
from the domestic Mutual Funds at or above the Anchor Investor Allocation Price in accordance with the SEBI ICDR Regulations. In the event of under-subscription or non-allocation in the
Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion (other than the Anchor Investor Portion) (“Net QIB Portion”). Further, 5.00% of the Net QIB Portion shall
be available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion shall be 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, if the aggregate demand from Mutual Funds is less than 5.00% of the Net QIB Portion, the
balance Equity Shares available for allocation in the Mutual Fund Portion will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not less than 15.00% of
the Net Offer shall be available for allocation on a proportionate basis to Non-Institutional Investors and not less than 35.00% of the Net Offer shall be available for allocation to Individual
Investors who applies for minimum application size. in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Issue Price. Further, Equity
Shares will be allocated on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Issue Price.
All Bidders, other than Anchor Investors, are required to participate in the Offer by mandatorily utilising the Application Supported by Blocked Amount (“ASBA”) process by providing details
of their respective ASBA Account (as defined hereinafter) in which the corresponding Bid Amounts will be blocked by the Self Certified Syndicate Banks (“SCSBs”) or under the UPI Mechanism,
as the case may be, to the extent of respective Bid Amounts. Anchor Investors are not permitted to participate in the Offer through the ASBA process. For details, see “Issue Procedure” on page
357 of this Draft Red Herring Prospectus.
RISKS IN RELATION TO FIRST ISSUE
This being the first public issue of our Company, there has been no formal market for our Equity Shares. The face value of the Equity Shares of our Company is Rs.5/-. The Issue Price, Floor
Price or the Price band as stated under the chapter titled “Basis for the Issue Price” beginning on page 126 of this Draft Red Herring Prospectus 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 or regarding the price at which the
Equity Shares will be traded after listing.
GENERAL RISKS
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Issue unless they can afford to take the risk of losing their investment.
Investors are advised to read the risk factors carefully before taking an investment decision in this Issue. For taking an investment decision, investors must rely on their own examination of our
Company 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 Draft Red Herring Prospectus. Specific attention of the investors is invited to the section titled “Risk Factors” beginning on page 34 of
this Draft Red Herring Prospectus.
ISSUER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Draft Red Herring Prospectus contains all information with regard to our Company and the
Issue which is material in the context of this Issue, that the information contained in this Draft Red Herring 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 make this Draft Red Herring Prospectus as a whole
or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares of our Company offered through this Draft Red Herring Prospectus are proposed to be listed on the Emerge Platform of National Stock Exchange of India Limited in terms of
the Chapter IX of the SEBI (ICDR) Regulations, 2018 as amended from time to time. Our Company has received an approval letter dated [●] from National Stock Exchange of India Limited for
using its name in the Draft Red Herring Prospectus for listing of our shares on the Emerge Platform of National Stock Exchange of India Limited. For the purpose of this Issue, National Stock
Exchange of India Limited shall be the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGER TO THE ISSUE REGISTRAR TO THE ISSUE

NARNOLIA FINANCIAL SERVICES LIMITED MAASHITLA SECURITIES PRIVATE LIMITED

Address: 201, 2nd Floor, Marble Arch, 236 B A.J.C Bose Road, Kolkata, West Bengal- 700020, Address: 451, Krishna Apra Business Square, Netaji Subhash Place, Pitampura, Delhi -
India 110034, India
Telephone: 033- 40501500 Telephone: +91-11-45121795-96
Email: ipo@[Link] Email: [Link]@[Link]
Website: [Link] Website: [Link]
Contact Person: Mr. Rajveer Singh Contact Person: CA Mukul Agrawal
SEBI Registration Number: INM000010791 SEBI Registration Number: INR000004370
CIN: U51909WB1995PLC072876 CIN: U67100DL2010PTC208725
BID/ISSUE PERIOD
Anchor Bid opens on: [●] * Bid/ Issue open on: [●] Bid/ Issue Closes on: [●]
*Our Company in consultation with the BRLM, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one
working day prior to the Issue Opening Date.
THIS PAGE HAS BEEN LEFT BLANK PURSUANT TO SCHEDULE VI OF SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2018.

Page 3 of 447
 CONTENTS
Table of Contents
SECTION I – GENERAL .......................................................................................................................................................... 2
DEFINITIONS AND ABBREVIATIONS ...............................................................................................2
PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA ......................................... 16
FORWARD LOOKING STATEMENTS .............................................................................................. 19
SECTION II - SUMMARY OF OFFER DOCUMENTS ...................................................................................................... 21
SECTION III- RISK FACTORS ............................................................................................................................................. 34
SECTION IV- INTRODUCTION ........................................................................................................................................... 67
THE ISSUE ............................................................................................................................................ 67
SUMMARY OF OUR FINANCIAL INFORMATION ......................................................................... 70
GENERAL INFORMATION ................................................................................................................ 74
CAPITAL STRUCTURE ....................................................................................................................... 84
OBJECTS OF THE ISSUE .................................................................................................................. 107
BASIS FOR ISSUE PRICE.................................................................................................................. 126
STATEMENT OF POSSIBLE TAX BENEFITS ................................................................................ 135
SECTION V – ABOUT THE COMPANY ............................................................................................................................ 138
INDUSTRY OVERVIEW ................................................................................................................... 138
OUR BUSINESS.................................................................................................................................. 198
KEY REGULATIONS AND POLICIES ............................................................................................. 229
OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS ............................................. 242
OUR MANAGEMENT........................................................................................................................ 249
OUR PROMOTERS ............................................................................................................................ 273
OUR PROMOTER GROUP ................................................................................................................ 278
OUR SUBSIDIARY ............................................................................................................................ 280
OUR GROUP ENTITIES .................................................................................................................... 286
RELATED PARTY TRANSACTION ................................................................................................. 290
DIVIDEND POLICY ........................................................................................................................... 291
SECTION VI – FINANCIAL INFORMATION .................................................................................................................. 292
FINANCIAL STATEMENT AS RESTATED .................................................................................... 292
OTHER FINANCIAL INFORMATION ............................................................................................. 293
MANAGEMENT’s DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION ............................................................................................................... 294
FINANCIAL INDEBTEDNESS .......................................................................................................... 314
SECTION VII - LEGAL AND OTHER INFORMATION ................................................................................................. 316
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ........................................ 316
GOVERNMENT AND OTHER APPROVALS .................................................................................. 329
OTHER REGULATORY AND STATUTORY DISCLOSURES ....................................................... 332
SECTION VIII – ISSUE INFORMATION .......................................................................................................................... 347
TERMS OF THE ISSUE ...................................................................................................................... 347
ISSUE PROCEDURE .......................................................................................................................... 357
RESTRICTION ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ....................................... 393
ISSUE STRUCTURE........................................................................................................................... 394
SECTION IX - MAIN PROVISION OF ARTICLE OF ASSOCIATION ......................................................................... 399
SECTION X- OTHER INFORMATION .............................................................................................................................. 445
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................. 445
SECTION XI - DECLARATION .......................................................................................................................................... 447

Page 1 of 447
 SECTION I – GENERAL

DEFINITIONS AND ABBREVIATIONS

Unless the context otherwise indicates, requires or implies, the following terms shall have the following
meanings in this Draft Red Herring Prospectus. References to statutes, rules, regulations, guidelines and policies
will be deemed to include all amendments, modifications or re-enactments notified thereto.

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

In case of any inconsistency between the definitions given below and the definitions contained in the General
Information Document (as defined below), the definitions given below shall prevail.

The words and expressions used but not defined in this Draft Red Herring Prospectus will have the same meaning
as assigned to such terms under the Companies Act, 2013, the Securities and Exchange Board of India Act, 1992
(“SEBI Act”), the SEBI ICDR Regulations 2018, the SCRA Act, 1956, the Depositories Act 1966, and the rules
and regulations made thereunder, as applicable.

General Terms

Term Description
“Exim Routes Unless the context otherwise requires, refers to Exim Routes Limited (previously
Limited” or “ERL”, known as “Exim Routes Limited”), a Company incorporated under the Companies
“We” or “us” or “the Act, 2013, vide Corporate Identification Number U51909HR2019PLC115525 and
Issuer” or “the/our having Registered Office at Unit No 421, 4th Floor, Suncity Success Tower, Golf
Company” or Course Extension Road, Sector 65, Gurugram, Haryana 122101, India.
“Company”
“we”, “us” or “our” Unless the context otherwise indicates or implies, refers to our Company.
“you”, “your”, or Prospective Investor in this issue
“yours”

Company Related Terms

Terms Description
Articles / Articles of Unless the context otherwise requires, it refers to the Articles of Association of Exim
Association Routes Limited, as amended from time to time.
Associate Companies A body corporate in which any other company has a significant influence, but which
is not a subsidiary of the company having such influence and includes a joint venture
company.
Audit Committee The committee of the Board of Directors constituted as the Company’s Audit
Committee is in accordance with Section 177 of the Companies Act, 2013 and rules
made thereunder and disclosed as such in the chapter titled “Our Management” on
page 249 of this Draft Red Herring Prospectus.

Page 2 of 447
Statutory Auditor The Statutory Auditor of our Company, being M/s NKSC & Co., Chartered
Accountants, having firm registration number 020076N and Peer Review certificate
number 014317.
Board of Directors / The Board of Directors of Exim Routes Limited, including all duly constituted
Board/ Director(s) committees thereof.
Central Registration It’s an initiative of the Ministry of Corporate Affairs (MCA) in Government Process
Centre (CRC) Re-engineering (GPR) with the specific objective of providing speedy
incorporation related services in line with global best practices. For more details,
please refer
[Link]
Companies Act The Companies Act, 2013
Chief Financial Officer The Chief Financial Officer of our Company being Mr. Govind Rai Garg.
Company Secretary The Company Secretary and Compliance Officer of our Company being Ms. Richa
and Compliance Anand.
Officer
Depositories Act The Depositories Act, 1996, as amended from time to time.
Director The Director(s) of our Company, unless otherwise specified.
Equity Shares Equity Shares of our Company of Face Value of Rs. 5/- each unless otherwise
specified in the context thereof.
Equity Shareholders Persons holding equity shares of our Company.
Group Companies In terms of SEBI ICDR Regulations, the term “Group Companies” includes
companies (other than promoters and subsidiary) with which there were related
party transactions as disclosed in the Restated Financial Statements as covered
under the applicable accounting standards, and any other companies as considered
material by our Board, in accordance with the Materiality Policy, as described in
“Our Group Companies” on page 286 of this Draft Red Herring Prospectus.
HUF Hindu Undivided Family.
Independent Director A Non- executive, Independent Director as per the Companies Act, 2013 and the
Listing Regulations.
Indian GAAP Generally Accepted Accounting Principles in India.
ISIN International Securities Identification Number, in this case being INE19I001020.
Key Managerial Key Management Personnel of our Company in terms of the SEBI Regulations and
Personnel / Key the Companies Act, 2013. For details, see section titled “Our Management” on page
Managerial Employees 249 of this Draft Red Herring Prospectus.
Legal Advisors to the The legal advisors, being Corporate Professionals Advisors and Advocates.
Issue
MOA / Memorandum / Memorandum of Association of Exim Routes Limited.
Memorandum of
Association
Non-Residents A person resident outside India, as defined under FEMA.
Nomination and The committee of the Board of Directors constituted as the Company’s Nomination
Remuneration and Remuneration Committee is in accordance with Section 178 of the Companies
Committee Act, 2013 and rules made thereunder and disclosed as such in the chapter titled “Our
Management” on page 249 of this Draft Red Herring Prospectus.
NRIs / Non-Resident A person resident outside India, as defined under FEMA Regulation and who is a
Indians citizen of India or a Person of Indian Origin under Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2000

Page 3 of 447
 as amended from time to time.
Peer Review Auditor M/s NKSC & Co., Chartered Accountants (FRN: 020076N), having a valid Peer
Review certificate No. 014317 and having their office at Unit No. 9, Third Floor,
Pearls Omaxe Tower, Netaji Subhash Palace, Pitampura, Delhi – 110034.
Person or Persons Any individual, sole proprietorship, unincorporated association, unincorporated
organization, body corporate, corporation, Company, partnership, limited liability
Company, joint venture, or trust or any other entity or organization validity
constituted and/or incorporated in the jurisdiction in which it exists and operates, as
the context requires.
Promoters or Our Mr. Manish Goyal and Mr. Govind Rai Garg.
Promoters
Promoters Group The companies, individuals and entities (other than companies) as defined under
Regulation 2(1) (pp) of the SEBI (ICDR) Regulations, 2018, which is provided in
the chapter titled “Our Promoters Group”. For further details refer page 278 of this
Draft Red Herring Prospectus.
Registered Office The Registered of our company which is located at Unit No 421, 4th Floor, Suncity
Success Tower, Golf Course Extension Road, Sector 65, Gurugram, Haryana
122101, India.
Restated Financial The Restated Financial statements of our Company, which comprises the restated
Statements statement of Assets and Liabilities for the year ended March 31, 2025, March 31,
2024 and March 31, 2023 and the restated statements of profit and loss and the
restated cash flows, for the year ended March 31, 2025, March 31, 2024 and March
31, 2023 of our Company prepared in accordance with Indian GAAP and the
Companies Act and restated in accordance with the SEBI (ICDR) Regulations, 2018
and the Revised Guidance Note on Reports in Company Prospectuses (Revised
2019) issued by the ICAI, together with the schedules, notes and annexure thereto.
ROC Registrar of Companies, Delhi and Haryana
SEBI Securities and Exchange Board of India, constituted under the SEBI Act, 1992.
SEBI Act Securities and Exchange Board of India Act 1992, as amended from time to time.
SEBI (ICDR) SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
Regulations amended.
SEBI Insider Trading The Securities and Exchange Board of India (Prohibition of Insider Trading)
Regulations Regulations, 2015 as amended, including instructions and clarifications issued by
SEBI from time to time.
SEBI (LODR) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
Regulations amended.
SEBI (Takeover) SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, as
Regulations or SEBI amended from time to time.
(SAST) Regulations
Senior Management Senior Management Personnel as more specifically defined under Regulation 2(1)
Personnel (bbbb) of the SEBI (ICDR) Regulations, 2018.
Stakeholders’ The committee of the Board of Directors constituted as the Company’s
Relationship Stakeholders’ Relationship Committee is in accordance with Section 178 of the
Committee Companies Act, 2013 and rules made thereunder and disclosed as such in the chapter
titled “Our Management” on page no. 249 of this Draft Red Herring Prospectus.
Stock Exchange/ Unless the context requires otherwise, refers to, the Emerge Platform of National
Exchange Stock Exchange of India Limited.

Page 4 of 447
 Subsidiary For details of our Subsidiary, refer section titled “Our History and Certain Corporate
Matters” beginning on page no. 242 of this Draft Red Herring Prospectus.
Subscribers to MOA Initial Subscribers to the MOA & AOA being Mr. Govind Rai Garg, Mr. Balwinder
Sharma, Mr. Manish Goyal and Late Mr. Vijay Kumar Rathi.

Issue Related Terms

Terms Description
Abridged Prospectus Abridged Prospectus to be issued as per SEBI ICDR Regulations and appended to
the Application Form.
Acknowledgement Slip The slip or document issued by a Designated Intermediary to a Bidder as proof of
registration of the Bid cum Application Form.
Allocation Note Shares which will be Allotted, after approval of Basis of Allotment by the
Designated Stock Exchange.
Allotment/ Allot/ Unless the context otherwise requires, allotment of the Equity Shares pursuant to
Allotted the Fresh Issue to the successful Applicants.
Allotment Advice Note or advice or intimation of Allotment sent to the 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.
Allottee The successful applicants to whom the Equity Shares are being / have been
allotted.
Anchor Investor A Qualified Institutional Buyer, applying under the Anchor Investor Portion in
accordance with the requirements specified in the SEBI ICDR Regulations and the
Draft Red Herring Prospectus/ Red Herring Prospectus and who has Bid for an
amount of at least Rs. 200 lakhs.
Anchor Investor The price at which Equity Shares will be allocated to the Anchor Investors in terms
Allocation Price of the Draft Red Herring Prospectus/ Red Herring Prospectus and the Prospectus,
which will be decided by our Company in consultation with the Book Running
Lead Manager during the Anchor Investor Bid/Offer Period.
Anchor Investor The application form used by an Anchor Investor to make a Bid in the Anchor
Application Form Investor Portion, and which will be considered as an application for Allotment in
terms of the Draft Red Herring Prospectus/ Red Herring Prospectus and the
Prospectus.
Anchor Investor Bidding The day, being one Working Day prior to the Bid/Offer Opening Date, on which
Date Bids by Anchor Investors shall be submitted, prior to and after which the Book
Running Lead Manager will not accept any Bids from Anchor Investors, and
allocation to Anchor Investors shall be completed.
Anchor Investor Offer The final price at which the Equity Shares will be issued and Allotted to Anchor
Price Investors in terms of the Draft Red Herring Prospectus/ Red Herring Prospectus
and the Prospectus, which price will be equal to or higher than the Offer Price but
not higher than the Cap Price. The Anchor Investor Offer Price will be decided by
our Company in consultation with the BRLM.
Anchor Investor Portion Up to 60% of the QIB Portion, which may be allocated by our Company, in
consultation with the BRLM, to Anchor Investors on a discretionary basis in
accordance with the SEBI ICDR Regulations, out of which one third shall be
reserved for domestic Mutual Funds, subject to valid Bids being received from
domestic Mutual Funds at or above the Anchor Investor Allocation Price, in

Page 5 of 447
 accordance with the SEBI ICDR Regulations.
Applicant/ Investor Any prospective investor who makes an application for Equity Shares of our
Company in terms of this Draft Red Herring Prospectus.
Application Amount The amount at which the Applicant makes an application for Equity Shares of our
Company in terms of this Draft Red Herring Prospectus.
Application Form The Form in terms of which the prospective investors shall apply for our Equity
Shares in the Issue.
ASBA/ Application Applications Supported by Blocked Amount (ASBA) means an application for
Supported by Blocked Subscribing to the Issue containing an authorization to block the application money
Amount. in a bank account maintained with SCSB.
ASBA Account Account maintained with an SCSB and specified in the Application Form which
will be blocked by such SCSB or account of the RIIs blocked upon acceptance of
UPI Mandate request by RIIs using the UPI mechanism to the extent of the
appropriate Bid / Application Amount in relation to a Bid / Application by an
ASBA Applicant.
ASBA Application Locations at which ASBA Applications can be uploaded by the SCSBs, namely
Location(s)/ Specified Mumbai, New Delhi, Chennai, Kolkata, Ahmedabad, Hyderabad, Pune, Baroda
Cities and Surat.
ASBA Investor/ASBA Any prospective investor(s)/applicants(s) in this Issue who apply(ies) through the
applicant ASBA process.
Banker(s) to the Issue/ The banks which are clearing members and registered with SEBI as Banker to an
Public Issue Bank/ Issue with whom the Public Issue Account will be opened and in this case being
Refund Banker. [●].
Basis of Allotment The basis on which Equity Shares will be Allotted to the successful Applicants
under the issue and which is described under chapter titled “Issue Procedure”
beginning on page 357 of this Draft Red Herring Prospectus.
Bid An indication to make an Offer during the Bid/Offer Period by an ASBA Bidder
pursuant to submission of the ASBA Form, or during the Anchor Investor Bidding
Date by an Anchor Investor, pursuant to the submission of a Bid cum Application
Form, to subscribe to or purchase the Equity Shares at a price within the Price
Band, including all revisions and modifications thereto as permitted under the
SEBI ICDR Regulations in terms of the Draft Red Herring Prospectus/ Red
Herring Prospectus and the Bid cum Application Form.
Bidder Any investor who makes a Bid pursuant to the terms of the Draft Red Herring
Prospectus/ Red Herring Prospectus and the Bid cum Application Form, and unless
otherwise stated or implied, includes an Anchor Investor.
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and,
in the case of RIBs Bidding at the Cut off Price, the Cap Price multiplied by the
number of Equity Shares Bid for by such RIBs and mentioned in the Bid cum
Application Form and payable by the Bidder or blocked in the ASBA Account of
the ASBA Bidder, as the case may be, upon submission of the Bid
Bid cum Application Anchor Investor application form or ASBA form (with and without the use of UPI,
Form as may be applicable), whether physical or electronic, which will be considered as
the application for Allotment in terms of the Draft Red Herring Prospectus/ Red
Herring Prospectus.
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter.
Bidding/Collection Centre’s at which the Designated intermediaries shall accept the ASBA Forms,

Page 6 of 447
Centre’s i.e., Designated SCSB Branch for SCSBs, specified locations for syndicate, broker
centre for registered brokers, designated RTA Locations for RTAs and designated
CDP locations for CDPs.
Book Building Process The book building process, as described in Part A, Schedule XIII of the SEBI
ICDR Regulations, in terms of which the Issue will be made
Book Running Lead The book running lead manager or the lead manager to the Issue, namely Narnolia
Manager or BRLM/ LM Financial Services Limited.
Business Day Monday to Friday (except public holidays).
CAN or Confirmation of The note or advice or intimation sent to Anchor investors indicating the Equity
Allocation Note Shares which will be Allotted, after approval of Basis of Allotment by the
designated stock exchange.
Cap Price The higher end of the Price Band, above which the Offer Price and Anchor Investor
Offer Price will not be finalised and above which no Bids will be accepted. The
Cap Price shall be atleast 105% of the Floor Price.
Client ID Client Identification Number maintained with one of the Depositories in relation
to Demat account.
Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered
Participants or CDPs with SEBI and who is eligible to procure Applications at the Designated CDP
Locations in terms of circular no. CIR/CFD/POLICYCELL/11/2015 dated
November 10, 2015, Issued by SEBI.
Controlling Branch Such branch of the SCSBs which coordinate Applications under this Issue by the
ASBA Applicants with the Registrar to the Issue and the Stock Exchange and a list
of which is available at [Link] , or at such other website as may
be prescribed by SEBI from time to time.
Digital Personal Data An Act to provide for the processing of digital personal data in a manner that
Protection Act, 2023 recognizes both the right of individuals to protect their personal data and the need
to process such personal data for lawful purposes and for matters connected
therewith or incidental thereto.
Data Principal As per DPDP Act, 2023 means an Individual who provides personal data as per
Digital Personal Data Protection Act, 2023
Data Fiduciaries As per DPDP Act, 2023 means a person who manages as determine the purpose
for processing the personal data.
Demographic Details The demographic details of the Applicants such as their address, PAN, occupation
and bank account details.
Such branches of the SCSBs which shall collect the ASBA Forms from the ASBA
Designated Branches Applicants and a list of which is available at [Link], or at such other
website as may be prescribed by SEBI from time to time.
The date on which relevant amounts blocked by SCSBs are transferred from the
Designated Date ASBA Accounts to the Public Offer Account or the Refund Account, as the case
may be, and the instructions are issued to the SCSBs (in case of RIIs using UPI
Mechanism, instruction issued through the Sponsor Bank) for the transfer of
amounts blocked by the SCSBs in the ASBA Accounts to the Public Offer Account
or the Refund Account, as the case may be, in terms of the Draft Red Herring
Prospectus following which Equity Shares will be Allotted in the Offer.
Designated In relation to ASBA Forms submitted by RIIs authorizing an SCSB to block the
Intermediaries/ Application Amount in the ASBA Account, Designated Intermediaries shall mean
Collecting Agent SCSBs. In relation to ASBA Forms submitted by RIIs where the Application

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 Amount will be blocked upon acceptance of UPI Mandate Request by such RII
using the UPI Mechanism, Designated Intermediaries shall mean syndicate
members, sub-syndicate members, Registered Brokers, CDPs and RTAs. In
relation to ASBA Forms submitted by QIBs and NIBs, Designated Intermediaries
shall mean SCSBs, syndicate members, sub- syndicate members, Registered
Brokers, CDPs and RTAs.
Such locations of the CDPs where Applicant can submit the Application Forms to
Designated CDP Collecting Depository Participants. The details of such Designated CDP
Locations Locations, along with names and contact details of the Collecting Depository
Participants eligible to accept Application Forms are available on the websites of
the Stock Exchange i.e. [Link].
Such branches of the SCSBs which shall collect the ASBA Forms (other than
ASBA Forms submitted by RIIs where the Application Amount will be blocked
Designated SCSB upon acceptance of UPI Mandate Request by such RII using the UPI Mechanism),
Branches a list of which is available on the website of SEBI at Intermediaries
[[Link]] or at such other website as may be prescribed by SEBI from
time to time.
Designated Stock Emerge Platform of National Stock Exchange of India Limited. (NSE Emerge)
Exchange
Draft Red Herring This Draft Red Herring Prospectus dated July 16, 2025, issued in accordance with
Prospectus Section 26 and 32 of the Companies Act, 2013 and the SEBI (ICDR) Regulations
and filed with NSE Emerge for obtaining In- Principle Approval.
Eligible NRIs NRIs from jurisdictions outside India where it is not unlawful to make an issue or
invitation under the Issue and in relation to whom this Draft Red Herring
Prospectus constitutes an invitation to subscribe to the Equity Shares offered
herein.
Emerge Platform of NSE The Emerge Platform of National Stock Exchange of India Limited for listing
Limited equity shares offered under Chapter IX of the SEBI (ICDR) Regulation which was
approved by SEBI as an SME Exchange.
FII/ Foreign Institutional Foreign Institutional Investor (as defined under SEBI (Foreign Institutional
Investors Investors) Regulations, 1995, as amended) registered with SEBI under applicable
laws in India.
First/ Sole Applicant The applicant whose name appears first in the Application Form or Revision Form.
Floor Price The lower end of the Price Band, subject to any revision thereto, at or above which
the Offer Price and the Anchor Investor Offer Price will be finalized and below
which no Bids will be accepted.
General Information The General Information Document for investing in public issues prepared and
Document / GID issued in accordance with the circular (CIR/CFD/DIL/12/2013) dated October 23,
2013, notified by SEBI and certain other amendments to applicable laws and
updated pursuant to the circular (CIR/CFD/POLICYCELL/11/2015) dated
November 10, 2015, the circular (CIR/CFD/DIL/1/2016) dated January 1, 2016
and (SEBI/HO/CFD/DIL/CIR/P/2016/26) dated January 21, 2016 and circular
(SEBI/HO/CFD/DIL2/CIR/P/2018/138) dated November 1, 2018 notified by
SEBI and included in the chapter “Issue Procedure” on page no. 357 of this Draft
Red Herring Prospectus.
Issue/ Issue Size/ Initial Initial Public Issue of 49,69,600 Equity Shares of face value of Rs. 5/- each fully
Public Issue/ Initial paid up of our Company for cash at a price of Rs. [●]/- per Equity Share (including

Page 8 of 447
Public Offer/Initial a premium of Rs. [●]/- per Equity Share) aggregating Rs. [●] Lakhs.
PublicOffering/ IPO
D&B Report The Industry Report titled “Report on Recycling Industry, Focus on Paper
Recycling” taken from D&B.
Issue Agreement/ The agreement/MOU dated June 09, 2025, between our Company and the BRLM,
Memorandum of pursuant to which certain arrangements are agreed to in relation to the Issue.
Understanding (MOU)
Issue Closing Date The date on which Issue closes for subscription i.e. [●].
Issue Opening Date The date on which Issue opens for subscription i.e. [●].
Issue Period The period between the Issue Opening Date and the Issue Closing Date inclusive
of both the days during which prospective investors may submit their application.
Issue Price The final price at which Equity Shares will be Allotted to successful ASBA
Bidders in terms of the Draft Red Herring Prospectus/ Red Herring Prospectus
which will be decided by our Company in consultation with the BRLM, on the
Pricing Date, in accordance with the Book-Building Process and in terms of the
Draft Red Herring Prospectus/ Red Herring Prospectus. Equity Shares will be
Allotted to Anchor Investors at the Anchor Investor Offer Price, which will be
decided by our Company in consultation with the BRLM, on the Pricing Date, in
accordance with the Book-Building Process and in terms of the Draft Red Herring
Prospectus/ Red Herring Prospectus.
Issue Proceeds Proceeds from the Issue will be, being Rs. [●] Lakhs.
KPI Key Performance Indicator
Listing Agreement The equity listing agreement to be signed between our Company and NSE Limited.
Market Maker Market Makers appointed by our Company from time-to-time i.e. [●] having SEBI
registration number INZ000169433, who have agreed to receive or deliver the
specified securities in the market making process for a period of three years from
the date of listing of our Equity Shares or for any other period as may be notified
by SEBI from time to time.
Market Making The Agreement entered into between the BRLM, Market Maker and our Company
Agreement dated [●].
Market Maker The Reserved Portion of 2,49,600 equity shares of face value of Rs. 5/- each fully
Reservation paid for cash at a price of Rs. [●] /- per equity share aggregating Rs. [●] Lakh for
the Market Maker in this Issue.
Mutual Fund(s) A mutual fund registered with SEBI under the SEBI (Mutual Funds) Regulations,
1996, as amended from time to time.
Net Issue/ Offer The Issue (excluding the Market Maker Reservation Portion) of 47,20,000 Equity
Shares of Rs. 5/- each of Issuer at Rs. [●] /- (including share premium of Rs. [●] /-
per equity share aggregating to Rs. [●] /- Lakhs.
Net Proceeds The Issue Proceeds, less the Issue related expenses, received by the Company. For
information about use of the Issue Proceeds and the Issue expenses, please refer to
the chapter titled “Objects of the Issue” beginning on page 107 of this Draft Red
Herring Prospectus.
Non-Institutional All Applicants that are not Qualified Institutional Buyers or Individual Investors
Applicants who have applied for minimum application size.
OCB / Overseas A company, partnership, society or other corporate body owned directly or
Corporate indirectly to the extent of at least 60% by NRIs, including overseas trust in which
Body not less than 60% of beneficial interest is irrevocably held by NRIs directly or

Page 9 of 447
 indirectly as defined under Foreign Exchange Management (Deposit) Regulations,
2000. OCBs are not allowed to invest in this Issue
Payment through Payment through ECS / NECS, Direct Credit, RTGS or NEFT, as applicable.
electronic transfer of
funds
Price Band The price band ranging from the Floor Price of Rs. [●] per Equity Share to the Cap
Price of Rs. [●] per Equity Share, including any revisions thereto. The Price Band
and minimum Bid Lot, as decided by our Company in consultation with the
BRLM, will be advertised in all editions of [●] (a widely circulated English
national daily newspaper) and all editions of [●] (a widely circulated Hindi
national daily newspaper, Hindi also being regional language of Delhi, where our
Registered Office is located), at least two Working Days prior to the Bid/Offer
Opening Date with the relevant financial ratios calculated at the Floor Price and at
the Cap Price, and shall be made available to the Stock Exchanges for the purpose
of uploading on their respective websites.
Pricing Date The date on which our Company, in consultation with the BRLM, will finalise the
Offer Price.
Prospectus The Prospectus to be filed with the RoC containing, inter alia, the Issue opening
and closing dates and other information.
Public Issue Account Account opened with the Banker to the Issue/Public Issue Bank i.e. [●] by our
Company to receive monies from the SCSBs from the bank accounts of the ASBA
Applicants on the Designated Date.
Qualified Institutional As defined under the SEBI ICDR Regulations, including public financial
Buyers / QIBs institutions as specified in Section 4A of the Companies Act, scheduled
commercial banks, mutual fund registered with SEBI, FII and sub-account (other
than a sub-account which is a foreign corporate or foreign individual) registered
with SEBI, multilateral and bilateral development financial institution, venture
capital fund registered with SEBI, foreign venture capital investor registered with
SEBI, state industrial development corporation, insurance company registered with
Insurance Regulatory and Development Authority, provident fund with minimum
corpus of Rs. 2,500 Lakh, pension fund with minimum corpus of Rs. 2,500 Lakh,
NIF and insurance funds set up and managed by army, navy or air force of the
Union of India, Insurance funds set up and managed by the Department of Posts,
India.
Red Herring The Red Herring Prospectus to be issued in accordance with Section 32 of the
Prospectus/RHP Companies Act, 2013, and the provisions of the SEBI ICDR Regulations, which
will not have complete particulars of the Offer Price and the size of the Offer,
including any addenda or corrigenda thereto. The Red Herring Prospectus will be
filed with the RoC at least three days before the Bid/Offer Opening Date.
Refund Account Account(s) to which monies to be refunded to the Applicants shall be transferred
from the Public Issue Account in case listing of the Equity Shares does not occur.
Refund Bank The bank(s) which is/are clearing members and registered with SEBI as Banker(s)
to the Issue, at which the Refund Account for the Issue will be opened in case
listing of the Equity Shares does not occur, in this case being [●].
Refunds through Refunds through electronic transfer of funds means refunds through ECS, Direct
electronic transfer of Credit or RTGS or NEFT or the ASBA process, as applicable.
funds

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Registrar/ Registrar toRegistrar to the Offer being Maashitla Securities Private Limited. For more
the Offer information, please refer “General Information” on page no. 74 of this Draft Red
Herring Prospectus.
The agreement dated June 09, 2025, entered between our Company and the
Registrar Agreement Registrar to the Offer in relation to the responsibilities and obligations of the
Registrar to the Offer pertaining to the Offer.
Regulations Unless the context specifies something else, this means the SEBI (Issue of Capital
and Disclosure Requirement) Regulations, 2018 as amended from time to time.
Individual Investors Individual investors (including HUFs, in the name of Karta and Eligible NRIs)
who apply for the minimum application size.
The form used by the Applicants to modify the quantity of the Equity Shares or the
Application Amount in any of their Application Forms or any previous Revision
Revision Form Form(s). QIBs and Non-Institutional Investors are not allowed to withdraw or
lower their Application Amounts (in terms of quantity of Equity Shares or the
Application Amount) at any stage. Individual Applicants who applies for minimum
application size, can withdraw or revise their Application until Offer Closing
Date).
SCSB Shall mean a Banker to an Issue registered under SEBI (Bankers to an Issue)
Regulations, 1994, as amended from time to time, and which offer the service of
making Application/s Supported by Blocked Amount including blocking of bank
account and a list of which is available on
[Link] or at such
other website as may be prescribed by SEBI from time to time.
Sponsor Bank Sponsor Bank means a Banker to the Issue registered with SEBI which is appointed
by the Issuer to act as a conduit between the Stock Exchanges and NPCI in order
to push the mandate collect requests and / or payment instructions of the individual
investors who applies for minimum application size, into the UPI. In this case
being [●].
Underwriter Underwriter to this Issue is [●].
Underwriting Agreement The agreement dated [●], entered into between [●] and our Company.
UPI/ Unified Payments Unified Payments Interface (UPI) is an instant payment system developed by the
Interface NPCI. It enables merging several banking features, seamless fund routing &
merchant payments into one hood. UPI allows instant transfer of money between
any two persons bank accounts using a payment address which uniquely identifies
a person’s bank a/c
Working Days In accordance with Regulation 2(1)(mmm) of SEBI ICDR Regulations, working
days means, all days on which commercial banks in the city as specified in this
Draft Red Herring Prospectus are open for business.
1. However, in respect of announcement of price band and bid/ Offer period,
working day shall mean all days, excluding Saturdays, Sundays and public
holidays, on which commercial banks in the city as notified in the Draft Red
Herring Prospectus are open for business.
2. In respect to the time period between the bid/ Offer closing date and the listing
of the specified securities on the stock exchange, working day shall mean all
trading days of the stock exchange, excluding Sundays and bank holidays in
accordance with circular issued by SEBI.

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Conventional Terms / General Terms / Abbreviations

Abbreviation Full Form

“₹” or “Rs.” or “Rupees” Indian Rupees, the official currency of the Republic of India
or “INR”
A/c Account
ACS Associate Company Secretary
AGM Annual General Meeting
AS Accounting Standards as issued by the Institute of Chartered Accountants of India
ASBA Applications Supported by Blocked Amount
AY Assessment Year
BIS Bureau of Indian Standards
Bn Billion
BSE BSE Limited
CAGR Compounded Annual Growth Rate
CDSL Central Depository Services (India) Limited
CFO Chief Financial Officer
CEO Chief Executive Officer
CIN Corporate Identification Number
CIT Commissioner of Income Tax
DPDP Act Digital Personal Data Protection Act, 2023
DCS Distributed Control System
DGFT Directorate General of Foreign Trade
DIN Director Identification Number
DP Depository Participant
ECS Electronic Clearing System
EGM Extraordinary General Meeting
EMDEs Emerging Markets and Developing Economies
EPS Earnings Per Share
FDI Foreign Direct Investment
FEMA Foreign Exchange Management Act, 1999, as amended from time to time, and the
regulations framed there under
FIIs Foreign Institutional Investors (as defined under Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident outside India) Regulations,
2000) registered with SEBI under applicable laws in India
FIPB Foreign Investment Promotion Board
FPIs Foreign Portfolio Investors as defined under Securities and Exchange Board of
India (Foreign Portfolio Investors) Regulations, 2019 and as amended thereunder.
F&NG Father and Natural Guardian
FY / Fiscal/Financial Period of twelve months ended on March 31 of that particular year, unless
Year otherwise stated
GDP Gross Domestic Product
GoI/Government Government of India
GST Goods and Service Tax
HUF Hindu Undivided Family
I.T. Act Income Tax Act, 1961, as amended from time to time

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ICSI Institute of Company Secretaries of India
MAPIN Market Participants and Investors’ Integrated Database
Merchant Banker Merchant Banker as defined under the Securities and Exchange Board of India
(Merchant Bankers) Regulations, 1992
MoF Ministry of Finance, Government of India
MOU Memorandum of Understanding
NA Not Applicable
NAV Net Asset Value
NGT National Green Tribunal
NPV Net Present Value
NRE Account Non-Resident External Account
NRIs Non-Resident Indians
NRO Account Non-Resident Ordinary Account
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
NSE Emerge Emerge Platform of NSE
OCB Overseas Corporate Bodies
OSP Other Service Provider
p.a. per annum
P/E Ratio Price/Earnings Ratio
PAC Persons Acting in Concert
PAN Permanent Account Number
PAT Profit After Tax
PCB Pollution Control Board
QA/QC Quality Assurance / Quality Control
QIC Quarterly Income Certificate
RBI The Reserve Bank of India
ROE Return on Equity
RONW Return on Net Worth
Rs. Rupees, the official currency of the Republic of India
RTGS Real Time Gross Settlement
RERA Real Estate Regulatory Authority
SCRA Securities Contract (Regulation) Act, 1956, as amended from time to time
SCRR Securities Contracts (Regulation) Rules, 1957, as amended from time to time.
Sec. Section
SPV Special Purpose Vehicle
STT Securities Transaction Tax
Super Area The built-up area added to share of common areas which includes staircases,
reception, lift shafts, lobbies, club houses and so on
TPDS Targeted Public Distribution System
US/United States United States of America
USD/ US$/ $ United States Dollar, the official currency of the Unites States of America
UPI/ Unified Payments Unified Payments Interface (UPI) is an instant payment system developed by the
Interface NPCI. It enables merging several banking features, seamless fund routing &
merchant payments into one hood. UPI allows instant transfer of money between
any two persons bank accounts using a payment address which uniquely identifies

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 a person’s bank a/c
UPI Circulars SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1,
2018, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3,
2019, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28,
2019, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26,
2019, SEBI circular number SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated
November 8, 2019, SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2020
dated March 30, 2020, SEBI circular number
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021,
SEBI circular number SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31,
2021, SEBI circular number SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2,
2021, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5,
2022, SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/51 dated April 20,
2022, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/2022/75 dated May 30, 2022
and any subsequent circulars or notifications issued by SEBI in this regard.
UPI ID ID created on Unified Payment Interface (UPI) for single-window mobile
payment system developed by the National Payments Corporation of India
(NPCI).
The request initiated by the Sponsor Bank and received by an RII using the UPI
UPI Mandate Request Mechanism to authorize blocking of funds on the UPI mobile or other application
equivalent to the Bd Amount and subsequent debit of funds in case of Allotment
UPI Mechanism The bidding mechanism that may be used by a RIB to make an application in the
Issue in accordance with SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2018/138)
dated November 1, 2018
UPI PIN Password to authenticate UPI transaction
VCF / Venture Capital Foreign Venture Capital Funds (as defined under the Securities and Exchange
Fund Board of India (Venture Capital Funds) Regulations, 1996) registered with SEBI
under applicable laws in India.
WEO World Economic Outlook
WTD Whole Time Director

Technical / Industry related Terms

Term Description
BBC Box Board Cutting
B2B Business-to-Business
AI Artificial Intelligence
ERIS Exim Routes Intelligence System
EUR Euro
FOREX Foreign Exchange
GBP Great British Pound
MRFs Material Recovery Facilities
SOP Sorted Office Paper
HWS Hard White Shavings
OCC Old Corrugated Containers
MoEFCC Ministry of Environment, Forest and Climate Change

Page 14 of 447
Notwithstanding the foregoing:
1. In the section titled “Main Provisions of the Articles of Association” beginning on page number 399 of the
Draft Red Herring Prospectus, defined terms shall have the meaning given to such terms in that section;
2. In the chapters titled “Summary of Offer Documents‟ and “Our Business‟ beginning on page numbers 21
and 198 respectively, of the Draft Red Herring Prospectus, defined terms shall have the meaning given to
such terms in that section;
3. In the section titled “Risk Factors‟ beginning on page number 34 of the Draft Red Herring Prospectus,
defined terms shall have the meaning given to such terms in that section;
4. In the chapter titled “Statement of Tax Benefits” beginning on page number 135 of the Draft Red Herring
Prospectus, defined terms shall have the meaning given to such terms in that section;
5. In the chapter titled “Management’s Discussion and Analysis of Financial Conditions and Results of
Operations” beginning on page number 294 of the Draft Red Herring Prospectus, defined terms shall have
the meaning given to such terms in that section.

This space has been left blank intentionally.

Page 15 of 447
 PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA

Certain Conventions

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

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

Exchange Rates

This Prospectus contains conversion of U.S. Dollar into Rupees that have been presented solely to comply with
the requirements of the SEBI ICDR Regulations. These conversions should not be considered as a representation
that such U.S. Dollar amounts have been, could have been or can be converted into Rupees at any particular rate,
the rates stated below or at all. Unless otherwise stated, the exchange rates referred to for the purpose of conversion
of U.S. Dollar amounts into Rupee amounts, are as follows:

Currency Exchange rate as on

March 31, 2025** March 31, 2024* March 31, 2023
1 USD 85.58 83.37 82.22
1 GBP 110.74 105.29 101.87
1 EUR 92.33 90.22 89.61
Source: RBI / Financial Benchmark India Private Limited ( [Link] )

*Since March 31, 2024, was a Sunday, the exchange rate was considered as on March 28, 2024, being the last
working day prior to March 31, 2024.

**Since March 31, 2025, was a Public Holiday, the exchange rate was considered as on March 28, 2025, being
the last working day prior to March 31, 2025.

Financial Data

Unless stated otherwise, the financial data included in this Draft Red Herring Prospectus are extracted from the
restated financial statements of our Company, prepared in accordance with the applicable provisions of the
Companies Act, 2013 and Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, as stated in
the report of our Peer Reviewed Auditors, set out in the section titled “Financial Statements as Restated” beginning
on page 292 this Draft Red Herring Prospectus. Our restated financial statements are derived from our audited
financial statements prepared in accordance with Indian GAAP and the Companies Act and have been restated in
accordance with the SEBI (ICDR) Regulations.

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

Page 16 of 447
There are significant differences between Indian GAAP, IFRS and US GAAP. The Company has not attempted to
quantify their impact on the financial data included herein and urges you to consult your own advisors regarding
such differences and their impact on the Company’s financial data. Accordingly, to what extent, the financial
statements included in this Draft Red Herring Prospectus will provide meaningful information is entirely
dependent on the reader’s level of familiarity with Indian accounting practices / Indian GAAP. Any reliance by
persons not familiar with Indian accounting practices on the financial disclosures presented in this Draft Red
Herring Prospectus should accordingly be limited. Any percentage amounts, as set forth in “Risk Factors”, “Our
Business”, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and
elsewhere in this Draft Red Herring Prospectus unless otherwise indicated, have been calculated on the basis of
the Company’s restated financial statements prepared in accordance with the applicable provisions of the
Companies Act and Indian GAAP and restated in accordance with SEBI (ICDR) Regulations, as stated in the
report of our Peer Reviewed Auditors, set out in the section titled “Financial Statements, as Restated” beginning
on page 292 of this Draft Red Herring Prospectus.

Currency and units of presentation

In this Draft Red Herring Prospectus, All references to:

o ‘Rupees’ or ‘₹’ or ‘Rs.’ are to Indian Rupees, the official currency of the Republic of India.
o ‘U.S.$’, ‘U.S. Dollar’, ‘USD’ or ‘U.S. Dollars’ are to United States Dollars, the official currency of the
United States of America (USA).
o GBP or Great British Pound or (£), the official currency of the United Kingdom (UK).
o EUR or Euro or €, the official currency of the European Union (EU).

In this Draft Red Herring Prospectus, our Company has presented certain numerical information. All figures have
been expressed in "lakhs" of units or in whole numbers where the numbers have been too small to be represented
in lakhs. One lakh represents 1,00,000 and ten lakhs represents 10,00,000 and one crore represents 1,00,00,000
and ten crores represents 10,00,00,000. However, where any figures that may have been sourced from third-party
industry sources may be expressed in denominations other than lakhs, such figures have been expressed in this
Draft Red Herring Prospectus in such denominations as provided in their respective sources.

Industry and Market Data

Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus has been obtained or
derived from the Dun & Bradstreet Information Services India Private Limited (“D&B”) or and publicly available
information as well as other industry publications and sources.

D&B is an independent agency which has no relationship with our Company, our Promoters, any of our directors
or Key Managerial Personnel or the Book Running Lead Managers. The D&B Report has been exclusively
commissioned pursuant to an engagement letter with D&B, for the purpose of confirming our understanding of
the industry in which the Company operates, in connection with the Offer. The D&B Report will be made available
on the website of our Company at [Link] from the date of the Draft Red Herring Prospectus till the
Bid/ Offer Closing Date.

Excerpts of the D&B Report are disclosed in this Draft Red Herring Prospectus and there are no parts, information
or data from the D&B Report which would be relevant for the Offer that have been left out or changed in any
manner by our Company for the purposes of this Draft Red Herring Prospectus. 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

Page 17 of 447
comparable, on account of there being no standard data gathering methodologies in the industry in which the
business of our Company is conducted, and methodologies and assumptions may vary widely among different
industry sources.

Accordingly, the extent to which the market and industry data used in this Draft Red Herring Prospectus is
meaningful depends on the reader’s familiarity with and understanding of the methodologies used in compiling
such data.

Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various
factors, including those discussed in “Risk Factors – This Draft Red Herring Prospectus contains information
from third parties, including an industry report prepared by an independent third-party research agency, Dun
& Bradstreet Information Services India Private Limited, which we have commissioned and paid for purposes
of confirming our understanding of the industry exclusively in connection with the Offer.”, on page 138.
Accordingly, investment decisions should not be based solely on such information.

Disclaimer of Dun & Bradstreet Information Services India Private Limited (D&B)

The Industry report dated June 03, 2025 is prepared by Dun & Bradstreet Information Services India Private
Limited. D&B has taken utmost care to ensure accuracy and objectivity while developing this report based on
information available in Dun & Bradstreet’s proprietary database, and other sources considered by Dun &
Bradstreet as accurate and reliable including the information in public domain. The views and opinions expressed
herein do not constitute the opinion of Dun & Bradstreet to buy or invest in this industry, sector or companies
operating in this sector or industry and is also not a recommendation to enter into any transaction in this industry
or sector in any manner whatsoever.

This Industry report has to be seen in its entirety; the selective review of portions of the report may lead to
inaccurate assessments. All forecasts in this report are based on assumptions considered to be reasonable by Dun
& Bradstreet; however, the actual outcome may be materially affected by changes in the industry and economic
circumstances, which could be different from the projections.

Nothing contained in this report is capable or intended to create any legally binding obligations on the sender or
Dun & Bradstreet which accepts no responsibility, whatsoever, for loss or damage from the use of the said
information. D&B is also not responsible for any errors in transmission and specifically states that it, or its
directors, employees, parent company – D&B Valuation & Rating, or its Directors, employees do not have any
financial liabilities whatsoever to the subscribers/users of this report. The subscriber/user assumes the entire risk
of any use made of this report or data herein. This report is for the information of the authorized recipient in India
only and any reproduction of the report or part of it would require explicit written prior approval of D&B.

D&B shall reveal the report to the extent necessary and called for by appropriate regulatory agencies, viz., SEBI,
RBI, Government authorities, etc., if it is required to do so. By accepting a copy of this Report, the recipient
accepts the terms of this Disclaimer, which forms an integral part of this Report.

For further details, please refer to the chapter titled “Industry Overview” beginning on page 138 of this Draft Red
Herring Prospectus.

Page 18 of 447
 FORWARD LOOKING STATEMENTS

All statements contained in the Draft Red Herring Prospectus that are not statements of historical facts constitute
forward-looking statements. All statements regarding our expected financial condition and results of operations,
business, objectives, strategies, plans, goals and prospects are forward-looking statements. These forward-
looking statements include statements as to our business strategy, our revenue and profitability, planned projects
and other matters discussed in the Draft Red Herring Prospectus regarding matters that are not historical facts.
These forward-looking statements and any other projections contained in the Draft Red Herring Prospectus
(whether made by us or any third party) are predictions and involve known and unknown risks, uncertainties and
other factors that may cause our actual results, performance or achievements to be materially different from any
future results, performance or achievements expressed or implied by such forward-looking statements or other
projections. However, these are not the exclusive means of identifying forward-looking statements.

These forward-looking statements can generally be identified by words or phrases such as “will”, “aim”, “will
likely result”, “believe”, “expect”, “will continue”, “anticipate”, “estimate”, “intend”, “plan”, “contemplate”,
“seek to”, “future”, “objective”, “goal”, “project”, “should”, “will pursue” and similar expressions or
variations of such expressions.

All forward-looking statements are subject to risks, uncertainties, assumptions, and expectations regarding our
Company, which may cause actual results to differ materially from those anticipated. These Forward-looking
statements reflect our current views on future events statements. Therefore, investors are advised not to place
undue reliance on forward-looking statements or consider them as guarantees of future performance

These statements are based on our management’s beliefs and assumptions, which in turn are based on currently
available information. Although we believe the assumptions upon which these forward-looking statements are
based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements
based on these assumptions could be incorrect.

Important factors that could cause actual results to differ materially from our expectations include but are not
limited to:

➢ Our ability to comply with stringent regulatory requirements and adapt to policy changes in global trade,
waste paper recycling regulations, and customs clearances;
➢ Our effectiveness in managing operational challenges related to global supply chain disruptions, currency
fluctuations, shipping delays, malfunctions and adverse weather conditions;
➢ Our preparedness in handling geopolitical risks and trade restrictions impacting sourcing and export
operations in different international markets.;
➢ Our ability to efficiently manage our supplier relationships and adherence to environmental regulations,
and industry best practices in recyclable paper trading.;
➢ Our dependence on international and domestic market demand for recycled paper and the impact of global
economic fluctuations on pricing and availability of raw materials;
➢ Our ability to successfully implement growth strategy, expansion into new markets, and leveraging
technological advancements, including AI-enabled platforms;
➢ Our capacity to attract, retain, and manage skilled professionals, including supply chain experts,
technicians, and project managers, and trade compliance specialists;

Page 19 of 447
➢ Our ability to protect our intellectual property rights intellectual property rights related to proprietary
trading platforms and compliance with data protection laws and not infringing intellectual property rights
of other parties;
➢ Our ability to effectively manage legal, regulatory, economic, and political risks associated with our
operations, international trade and cross-border transactions;
➢ General economic and business conditions in the global recycling industry in which we operate and in the
local, regional, national and international economies;
➢ Our ability to adapt to changes in international trade laws, import-export policies, environmental
regulations or any laws and regulations governing the recyclables trading industry;
➢ Conflict of interest with affiliated companies, the promoter group and other related parties;
➢ Market fluctuations and industry dynamics beyond our control;

For a further discussion of factors that could cause our current plans and expectations and actual results to differ,
please refer to the chapters titled “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” beginning on page 34, 198 and 294, respectively of this Draft
Red Herring Prospectus.

Forward-looking statements reflect views as of the date of the Draft Red Herring Prospectus and not a guarantee
of future performance. By their nature, certain market risk disclosures are only estimates and could be materially
different from what actually occurs in the future. As a result, actual future gains or losses could materially differ
from those that have been estimated. Neither our Company / our directors nor the BRLM, nor any of its affiliates
have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date
hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to
fruition. In accordance with SEBI requirements, our Company and the BRLM will ensure that investors in India
are informed of material developments until such time as the listing and trading permission is granted by the
Stock Exchange(s).

This space has been left blank intentionally.

Page 20 of 447
 SECTION II - SUMMARY OF OFFER DOCUMENTS

The following is a general summary of the terms of the Offer and is not exhaustive, nor does it purport to contain
a summary of all the disclosures in this Draft Red Herring Prospectus or all details relevant for prospective
investors. This summary should be read in conjunction with, and is qualified in its entirety by, the more detailed
information appearing elsewhere in this Draft Red Herring Prospectus, including in “Definitions and
Abbreviations”, “Risk Factors”, “The Issue”, “Capital Structure”, “Objects of the issue”, “Industry Overview”,
“Our Business”, “Our Promoters, Our Promoter Group”, “Summary of our Financial Statements”, “Issue
Procedure”, “Outstanding Litigation and Material Developments” and “Terms of the Articles of Association”
beginning on pages 2, 34, 67, 84, 107, 138, 198, 273, 278, 70, 357, 316 and 399 respectively.

SUMMARY OF OUR BUSINESS

Our Company operates as a global platform enabling the exchange of recyclable paper materials, offering end-to-
end services to Indian Paper Mills—from sourcing to logistics. Central to this, is our AI-powered B2B platform,
the Exim Routes Intelligence System (ERIS). ERIS streamlines supply chain operations through global inventory
matching and price discovery, enables efficient customer and communication, delivers actionable insights via
integrated market intelligence, and ensures seamless logistics execution with our freight partners. By
consolidating data ERIS empowers decisions, transactions, and optimized supply and demand.

SUMMARY OF OUR INDUSTRY

Global Industry Overview

Global Waste Generation is a pressing concern, with the world currently producing 2.01 billion tonnes of
municipal solid waste annually, with at least 33% not being managed in an environmentally safe manner. On
average, individuals generate 0.74 kg of waste per day, though this varies significantly, ranging from 0.11 kg to
4.54 kg. High-income countries, despite representing only 16% of the global population, are responsible for 34%
of the world’s waste, amounting to 683 million tonnes annually.

Recycling Industry in India (Focus on Paper Recycling)

Recycling plays a significant role in India's transition towards a circular economy, focusing on resource efficiency,
waste reduction, and sustainable industrial growth. With increasing environmental concerns and government
regulations, industries are adopting recycling practices to minimize their ecological footprint. Elaborate

Advantages/ Economic Benefit of Recycling Industry

The recycling industry plays a crucial role in resource conservation, economic growth, waste management, and
environmental sustainability. As India moves toward a circular economy, recycling is increasingly recognized as
an essential tool for reducing raw material dependency, enhancing energy efficiency, and generating employment
opportunities. Below is a detailed overview of the key benefits of recycling:

PROMOTERS OF OUR COMPANY

The promoters of our Company are Mr. Manish Goyal and Mr. Govind Rai Garg. For detailed information please
refer chapter titled “Our Promoters” and “Our Promoter Group” on page number 273 and 278 respectively of
this Draft Red Herring Prospectus.

Page 21 of 447
ISSUE SIZE

The issue size comprises of fresh issue of 49,69,600 Equity Shares of face value of Rs. 5/- each fully paid-up of
the Company for cash at price of Rs. [●] /- per Equity Share (including premium of Rs. [●] /- per Equity Share)
aggregating total issue size amounting to Rs. [●] Lakhs, of which up to 2,49,600 Equity Shares of Face Value of
Rs. 5/- each at a price of Rs. [●] aggregating to Rs. [●] Lakhs will be reserved for subscription by Market Maker
(“Market Maker Reservation Portion”) and Net Issue to Public of up to 47,20,000 Equity Shares of Face Value of
Rs. 5/- each at a price of ₹ [●] aggregating to ₹ [●] Lakhs (hereinafter referred to as the “Net Issue”) The Issue
and the Net Issue will constitute 26.50% and 25.17% respectively of the Post Issue paid up Equity Share Capital
of Our Company.

OBJECTS OF THE ISSUE

Our Company intends to utilize the Net Proceeds for the following objects:

S. N. Particulars Amount (In Rs. Lakh)

1. To meet out the expenses for Development and Maintenance of the 1,187.00
ERIS platform
2. To meet out the expenses for Working Capital to fund business growth 900.00
3. To meet out the expenses for Investment in Office space to 713.00
accommodate new hires.
4. General Corporate Purposes* [●]
Net Proceeds [●]
*To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC,
and the amount to be utilized for general corporate purposes shall not exceed 15% of the amount raised by our
Company or Rs. 10 Crores, whichever is lower.

AGGREGATE PRE AND POST ISSUE SHAREHOLDING OF THE PROMOTERS, PROMOTER

GROUP AND PUBLIC AS A PERCENTAGE OF THE PAID-UP SHARE CAPITAL OF THE ISSUER

Pre issue Post issue

S. No. Name of shareholder No. of equity As a % of No. of equity As a % of
Issued Capital Issued Capital
Shares Shares
Promoters
1 Manish Goyal 72,98,012 52.95% 72,98,012 38.92%
2 Govind Rai Garg 14,33,280 10.40% 14,33,280 7.64%
Total – A 87,31,292 63.35% 87,31,292 46.56%
Promoter Group
3 Prem Lata Goyal 2,40,000 1.74% 2,40,000 1.28%
4 Yogesh Goyal 4,80,000 3.48% 4,80,000 2.56%
5 Sushila Jora 3,82,468 2.78% 3,82,468 2.04%
Total – B 11,02,468 8.00% 11,02,468 5.88%
Public
Public
6 i. Yogesh Pratap
7,16,640 5.20% 7,16,640 3.82%
Shishodia

Page 22 of 447
 ii. Pallav Singal 5,94,000 4.31% 5,94,000 3.17%
iii. Vivinprasath Devaraj 2,37,600 1.72% 2,37,600 1.27%
iv. Lalit Dua 1,77,600 1.29% 1,77,600 0.95%
v. Amarjeet Singh 1,31,200 0.95% 1,31,200 0.70%
vi. Dr Manohar Lal Gupta 1,20,000 0.87% 1,20,000 0.64%
vii. Saurabh Kumar 1,20,000 0.87% 1,20,000 0.64%
viii. Sanyukta Prasad 1,20,000 0.87% 1,20,000 0.64%
ix. Indu Sinha 1,20,000 0.87% 1,20,000 0.64%
x. Vijay Kumar Rathi 1,18,800 0.86% 1,18,800 0.63%
7 IPO - - 49,69,600 26.50%
Total – C 24,55,840 17.82% 74,25,440 39.60%
Total (A+B+C) 1,22,89,600 89.17% 1,72,59,200 92.04%

SUMMARY OF CONSOLIDATED FINANCIAL INFORMATION

(Amount in Lakhs)
For the Year For the Year For the Year
Particulars ended March ended March ended March
31, 2025 31, 2024 31, 2023
Share Capital 689.12 10.00 10.00
Reserve & Surplus 1,441.33 357.61 52.88
Net Worth 2,130.45 367.61 62.88
Revenue from operation 12,066.99 7,185.90 3,644.58
Profit after Tax 756.28 420.33 37.49
EPS Basic and Diluted (in Rs.) 5.23 2.54 0.31
NAV per Equity Share (in Rs.) 15.46 367.61 62.88
Total borrowings 460.83 445.82 285.54
- Long Term 188.54 72.48 -
- Short Term 272.29 373.34 285.54

SUMMARY OF STANDALONE FINANCIAL INFORMATION

(Amount in Lakhs)
For the Year For the Year For the Year
Particulars ended March ended March ended March
31, 2025 31, 2024 31, 2023
Share Capital 689.12 10.00 10.00
Reserve & Surplus 870.83 107.70 45.72
Net Worth 1,559.95 117.70 55.72
Revenue from operation 1,915.26 520.34 1,273.78
Profit after Tax 354.63 61.98 30.33
EPS Basic and Diluted (in Rs.) 2.75 0.52 0.25
NAV per Equity Share (in Rs.) 11.32 117.70 55.72
Total borrowings 274.53 146.43 285.54
- Long Term 188.54 72.48 -
- Short Term 85.99 73.95 285.54

Page 23 of 447
QUALIFICATIONS OF AUDITORS

The Restated Financial Statements do not contain any qualification requiring adjustments by the Statutory
Auditors.

SUMMARY OF OUTSTANDING LITIGATIONS & MATERIAL DEVELOPMENTS

A summary of pending legal proceedings and other material litigations involving our Company, directors,
promoters, KMPs, SMPs and our group companies/ entities is provided below:
(Amount in Lakhs)
Actions by
Civil Criminal Tax Amount
Name By/ Against Regulatory
Proceedings Proceedings Proceedings Involved *
Authorities
By 1 4 - - 23.82
Company
Against - - - - -
By - - - - -
Promoters and Directors
Against - - 2 - 53.91
Group Companies/ By - - - - -
Entities Against - - - - -
By - - - - -
Subsidiaries
Against - - 5 - 8.35
By - - - - -
KMPs and SMPs
Against - - - - -
*To the extent quantifiable.

For further details, please refer to the chapter titled “Outstanding Litigations & Material Developments” beginning
on page 316 of this Draft Red Herring Prospectus.

RISK FACTORS

For details relating to risk factors, please refer section titled “Risk Factors” beginning on page 34 of this Draft
Red Herring Prospectus.

SUMMARY OF CONTINGENT LIABILITIES OF OUR COMPANY

The summary of contingent liability as per consolidated financial statement involving our company is provided
below:
(Amount in Lakhs)
For the Year For the Year For the Year
Particulars ended March ended March ended March
31, 2025 31, 2024 31, 2023
Corporate guarantees 769.62 435.89
Estimated amount of contracts remaining to be executed on
- - 603.00
capital account and not provided for (net of advances)
Total 769.62 435.89 603.00

The summary of contingent liability as per standalone financial statement involving our company is provided
below:

Page 24 of 447
 (Amount in Lakhs)
For the Year For the Year For the Year
Particulars ended March ended March ended March
31, 2025 31, 2024 31, 2023
Corporate guarantees 769.62 435.89 -
Estimated amount of contracts remaining to be executed on
- - 603.00
capital account and not provided for (net of advances)
Total 769.62 435.89 603.00
For Further details of Contingent liability, please refer to the chapter titled financial statement as restated on
page 292 of this Draft Red Herring Prospectus.

SUMMARY OF RELATED PARTY TRANSACTIONS

The details of Related Party Transactions as per Standalone Financial Statements are as Follows:
Nature of relationship Name of related party
Manish Goyal (Director)
Govind Rai Garg (Director)
Vijay Kumar Rathi (Director)
Pallav Singal (w.e.f. 02 April 2024) Executive Director
Key management personnel Vivinprasath Devaraj (w.e.f. 02 April 2024) Executive
Director
Balwinder Sharma (Director) (upto 05 April 2023)
Kesavaramanujam (Director) (upto 04 December 2023)
Richa Anand (w.e.f. 07 January 2025) CS
Radha Singal (Pallav's Wife)
Relative of Key management personnel Bhawna Sharma (Wife of director)
Yashpal Sharma (Brother of director)
Exim Routes Inc., USA
Exim Routes Pte. Ltd., Singapore
Subsidiaries Good Earth SCM GmbH, Germany
Exim Routes UK Ltd., UK
Exim Routes SA PTY Ltd, South Africa
Mehrotra & Mehrotra (Partnership firm of director)
Enterprises under common control Scan4health Diagnosis Private Limited (Common
Control)

Transaction with Related Parties During the year:

Details of related party transactions as per Standalone Financial Statements are as below:
(Amount in Lakhs and % from Revenue from Operations)

For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

% to the % to the % to the

Amount Amount Amount
revenue revenue revenue

Page 25 of 447
 from from from
operatio operatio operatio
n n n
1. Short-term borrowings (Unsecured)
a. Manish Goyal
Amount outstanding at the beginning of the
22.28 1.16% 255.48 49.10% 111.61 8.76%
year
Add: Accepted during the year 253.84 13.25% 414.77 79.71% 872.85 68.52%
Less: Repaid during the year 276.12 14.42% 647.97 124.53% 728.98 57.23%
Amount outstanding at the end of the year 0.00 0.00% 22.28 4.28% 255.48 20.06%

b. Govind Rai Garg

Amount outstanding at the beginning of the
- - 8.09 1.55% 1.20 0.09%
year
Add: Accepted during the year 167.55 8.75% 120.48 23.15% 73.80 5.79%
Less: Repaid during the year 167.55 8.75% 128.57 24.71% 66.91 5.25%
Amount outstanding at the end of the year 0.00 0.00% 0.00 0.00% 8.09 0.64%

c. Vijay Kumar Rathi

Amount outstanding at the beginning of the
23.88 1.25% 21.97 4.22% 21.97 1.72%
year
Add: Accepted during the year - - 1.91 0.37% - -
Less: Repaid during the year 23.88 1.25% - - - -
Amount outstanding at the end of the year 0.00 0.00% 23.88 4.59% 21.97 1.72%

d. Pallav Singal
Amount outstanding at the beginning of the
- - - - -
year
Add: Accepted during the year 147.90 7.72% - - - -
Less: Repaid during the year 147.90 7.72% - - - -
Amount outstanding at the end of the year 0.00 0.00% - - - -

2. Trade payables

a. Mehrotra & Mehrotra

Amount outstanding at the beginning of the
- - - - - -
year
Add: Expense booked during the year - - - - 0.02 0.00%
Less: Payment made during the year - - - - 0.02 0.00%
Amount outstanding at the end of the year - - - - 0.00 0.00%

b. Exim Routes INC - USA

Amount outstanding at the beginning of the
- - - - - -
year
Add: Purchase booked during the year 30.76 1.61% - - - -
Add: Services received/capitalised during the
65.90 3.44% - - - -
year

Page 26 of 447
Less: Payment made during the year - - - - - -
Foreign Exchange (Net) 0.39 0.02% - - - -
Amount outstanding at the end of the year 96.27 5.03% - - - -

c. Exim Routes (UK) Ltd - UK

Amount outstanding at the beginning of the
- - - - - -
year
Add: Purchase booked during the year - - - - - -
Add: Services received/capitalised during the
53.15 2.78% - - - -
year
Less: Payment made during the year - - - - - -
Foreign Exchange (Net) - - - - - -
Amount outstanding at the end of the year 53.15 2.78% - - - -

d. Good Earth SCM GmBH - Germany

Amount outstanding at the beginning of the
- - - - - -
year
Add: Purchase booked during the year 23.65 1.23% - - - -
Less: Payment made during the year 24.30 1.27% - - - -
Foreign Exchange (Net) 0.65 0.03% - - - -
Amount outstanding at the end of the year 0.00 0.00% - - - -

3. Advance to supplier

a. Exim Routes Pte Ltd - Singapore

Amount outstanding at the beginning of the - - - - - -
year
Add: Purchase booked during the year 584.45 30.52% - - - -
Add: Services received/capitalised during the - - - -
85.58 4.47%
year
Less: Payment made during the year 978.91 51.11% - - - -
Foreign Exchnange (Net) 9.93 0.52% - - - -
Amount outstanding at the end of the year 318.81 16.65% - - - -

4. Employee related payables

a. Manish Goyal
Amount outstanding at the beginning of the - -
1.48 0.08% 1.50 0.29%
year
Add: Expense booked during the year 42.00 2.19% 36.00 6.92% 36.90 2.90%
Add: Payment made on behalf of company - - 0.44 0.08% 0.65 0.05%
Less: Payment made during the year 43.48 2.27% 36.46 7.01% 36.05 2.83%
Amount outstanding at the end of the year 0.00 0.00% 1.48 0.28% 1.50 0.12%

b. Govind Rai Garg

Page 27 of 447
Amount outstanding at the beginning of the
0.83 0.04% 1.00 0.19% 0.00 0.00%
year
Add: Expense booked during the year 28.50 1.49% 18.00 3.46% 18.90 1.48%
Add: Payment made on behalf of company 11.95 0.62% 21.85 4.20% 6.50 0.51%
Less: Payment made during the year 41.28 2.16% 40.02 7.69% 24.40 1.92%
Amount outstanding at the end of the year 0.00 0.00% 0.83 0.16% 1.00 0.08%

c. Vijay Kumar Rathi

Amount outstanding at the beginning of the
9.60 0.50% 1.91 0.37% 0.15 0.01%
year
Add: Expense booked during the year 18.00 0.94% 18.00 3.46% 18.90 1.48%
Add: Payment made on behalf of company - - 0.12 0.02% 0.00 0.00%
Less: Payment made during the year 27.60 1.44% 10.43 2.00% 17.14 1.35%
Amount outstanding at the end of the year 0.00 0.00% 9.60 1.84% 1.91 0.15%

d. Balwinder Sharma
Amount outstanding at the beginning of the - -
2.16 0.42% 3.90 0.31%
year
Add: Expense booked during the year - - 16.61 3.19% 22.64 1.78%
Add: Payment made on behalf of company - - 0.00 0.00% 0.00 0.00%
Less: Payment made during the year - - 18.77 3.61% 24.38 1.91%
Amount outstanding at the end of the year - - 0.00 0.00% 2.16 0.17%

e. Kesavaramanujam
Amount outstanding at the beginning of the - - - -
0.00 0.00%
year
Add: Expense booked during the year - - - - 7.80 0.61%
Add: Payment made on behalf of company - - - - 2.34 0.18%
Less: Payment made during the year - - - - 10.14 0.80%
Amount outstanding at the end of the year - - - - 0.00 0.00%

f. Bhawna Sharma
Amount outstanding at the beginning of the - -
0.55 0.11% 0.00 0.00%
year
Add: Expense booked during the year - - 1.20 0.23% 7.20 0.57%
Add: Payment made on behalf of company - - 0.06 0.01% 0.37 0.03%
Less: Payment made during the year - - 1.81 0.35% 7.02 0.55%
Amount outstanding at the end of the year - - 0.00 0.00% 0.55 0.04%

g. Yashpal Sharma
Amount outstanding at the beginning of the - -
0.25 0.05% 0.00 0.00%
year
Add: Expense booked during the year - - 0.50 0.10% 1.00 0.08%
Add: Payment made on behalf of company - - 0.00 0.00% 0.00 0.00%
Less: Payment made during the year - - 0.75 0.14% 0.75 0.06%
Amount outstanding at the end of the year - - 0.00 0.00% 0.25 0.02%

Page 28 of 447
h. Pallav Singal
Amount outstanding at the beginning of the - - - -
0.00 0.00%
year
Add: Expense booked during the year 28.50 1.49% - - - -
Add: Payment made on behalf of company 0.19 0.01% - - - -
Less: Payment made during the year 28.69 1.50% - - - -
Amount outstanding at the end of the year 0.00 0.00% - - - -

i. Vivinprasath Devaraj
Amount outstanding at the beginning of the - - - -
3.41 0.18%
year
Add: Expense booked during the year 15.75 0.82% - - - -
Add: Payment made on behalf of company 0.01 0.00% - - - -
Add: Advance Received back during the year 10.42 0.54% - - - -
Less: Payment made during the year 22.77 1.19% - - - -
Amount outstanding at the end of the year 0.00 0.00% - - - -

j. Radha Singal
Amount outstanding at the beginning of the - - - -
0.90 0.05%
year
Add: Expense booked during the year 5.40 0.28% - - - -
Add: Payment made on behalf of company 0.00 0.00% - - - -
Less: Payment made during the year 6.30 0.33% - - - -
Amount outstanding at the end of the year 0.00 0.00% - - - -

k. Richa Anand
Amount outstanding at the beginning of the - - - -
0.00 0.00%
year
Add: Expense booked during the year 1.91 0.10% - - - -
Add: Payment made on behalf of company 0.32 0.02% - - - -
Less: Payment made during the year 2.13 0.11% - - - -
Amount outstanding at the end of the year 0.10 0.01% - - - -

5. Payable for investment

a. Exim Routes UK Ltd., UK
Amount outstanding at the beginning of the - -
10.47 0.55% 0.00 0.00%
year
Add: Payable towards share capital 0.00 0.00% 10.47 2.01% - -
Less: Payment made during the year 10.47 0.55% 0.00 0.00% - -
Amount outstanding at the end of the year 0.00 0.00% 10.47 2.01% - -

b. Manish Goyal
Amount outstanding at the beginning of the - - - -
0.00 0.00%
year
Add: Payable towards share capital - - 40.51 7.79% - -

Page 29 of 447
Less: Payment made during the year - - 40.51 7.79% - -
Amount outstanding at the end of the year - - 0.00 0.00% - -

c. Exim Routes SA PTY Ltd., South Africa

Amount outstanding at the beginning of the - - - -
0.00 0.00%
year
Add: Payable towards acquisition of shares of - - - -
4.75 0.25%
Good Earth SCM GmbH, Germany
Less: Payment made during the year 0.00 0.00% - - - -
Amount outstanding at the end of the year 4.75 0.25% - - - -

6. Investment in subsidiaries
a. Exim Routes Inc., USA
Amount outstanding at the beginning of the
8.39 0.44% 8.39 1.61% 7.45 0.58%
year
Add: Investment made during the year 0.00 0.00% 0.00 0.00% 0.94 0.07%
Less: Investment sold during the year 0.00 0.00% 0.00 0.00% 0.00 0.00%
Amount outstanding at the end of the year 8.39 0.44% 8.39 1.61% 8.39 0.66%

b. Exim Routes Pte. Ltd., Singapore

Amount outstanding at the beginning of the - -
40.51 2.12% 0.00 0.00%
year
Add: Investment made during the year 0.00 0.00% 40.51 7.79% - -
Less: Investment sold during the year 0.00 0.00% 0.00 0.00% - -
Amount outstanding at the end of the year 40.51 2.12% 40.51 7.79% - -

c. Good Earth SCM GmbH, Germany

Amount outstanding at the beginning of the - -
15.82 0.83% 0.00 0.00%
year
Add: Investment made during the year 0.00 0.00% 15.82 3.04% - -
Less: Investment sold during the year 0.00 0.00% 0.00 0.00% - -
Amount outstanding at the end of the year 15.82 0.83% 15.82 3.04% - -

d. Exim Routes UK Ltd., UK

Amount outstanding at the beginning of the - -
10.47 0.55% 0.00 0.00%
year
Add: Investment made during the year 0.00 0.00% 10.47 2.01% - -
Less: Investment sold during the year 0.00 0.00% 0.00 0.00% - -
Amount outstanding at the end of the year 10.47 0.55% 10.47 2.01% - -

e. Exim Routes SA PTY Ltd., South Africa

Amount outstanding at the beginning of the - - - -
0.00 0.00%
year
Add: Investment made during the year 4.75 0.25% - - - -
Less: Investment sold during the year 0.00 0.00% - - - -
Amount outstanding at the end of the year 4.75 0.25% - - - -

Page 30 of 447
7. Trade receivables
a. Exim Routes Inc., USA
Amount outstanding at the beginning of the - -
8.34 0.44% 0.00 0.00%
year
Add: Sales made during the year 51.18 2.67% 33.27 6.39% - -
Less: Amount received during the year 16.66 0.87% 24.87 4.78% - -
Foreign Exchange (Net) 0.07 0.00% 0.06 0.01% - -
Amount outstanding at the end of the year 42.79 2.23% 8.34 1.60% - -

b. Exim Routes Pte. Ltd., Singapore

Amount outstanding at the beginning of the - -
0.00 0.00% 0.00 0.00%
year
Add: Sales made during the year 178.49 9.32% 174.64 33.56% - -
Less: Amount received during the year 96.04 5.01% 174.26 33.49% - -
Foreign Exchange (Net) 0.72 0.04% 0.38 0.07% - -
Amount outstanding at the end of the year 81.73 4.27% 0.00 0.00% - -

c. Good Earth SCM GmbH, Germany

Amount outstanding at the beginning of the - -
81.20 4.24% 0.00 0.00%
year
Add: Sales made during the year 118.51 6.19% 81.20 15.60% - -
Less: Amount received during the year 64.67 3.38% 0.00 0.00% - -
Less: Remittance in transit 18.46 0.96% 0.00 0.00% - -
Foreign Exchange (Net) 3.44 0.18% 0.00 0.00% - -
Amount outstanding at the end of the year 120.02 6.27% 81.20 15.61% - -

d. Exim Routes UK Ltd - United Kingdom

Amount outstanding at the beginning of the - -
0.00 0.00% 0.00 0.00%
year
Add: Sales made during the year 32.41 1.69% 0.00 0.00% - -
Less: Amount received during the year 0.00 0.00% 0.00 0.00% - -
Foreign Exchange (Net) 0.81 0.04% 0.00 0.00% - -
Amount outstanding at the end of the year 33.22 1.73% 0.00 0.00% - -

e. Scan4health Diagnosis Private Limited

Amount outstanding at the beginning of the - - - -
0.00 0.00%
year
Add: Sales made during the year 9.23 0.48% - - - -
Add: Sale of Fixed Asert During the Year 22.15 1.16% - - - -
Less: Amount received during the year 31.38 1.64% - - - -
Amount outstanding at the end of the year 0.00 0.00% - - - -

8. Other Receivables
a. Manish Goyal
Amount outstanding at the beginning of the 0.00 0.00% - - - -

Page 31 of 447
 year
Add: Sale of Fixed Asset During the Year 26.56 1.39% - - - -
Less: Received During the Year 0.00 0.00% - - - -
Amount outstanding at the end of the year 26.56 1.39% - - - -

b. Govind Rai Garg

Amount outstanding at the beginning of the - - - -
0.00 0.00%
year
Add: Sale of Fixed Asset During the Year 24.96 1.30% - - - -
Less: Received During the Year 0.00 0.00% - - - -
Amount outstanding at the end of the year 24.96 1.30% - - - -

9. Loan Receivables
a. Scan4health Diagnosis Private Limited
Amount outstanding at the beginning of the - - - -
0.00 0.00%
year
Add: Loan Given during the year 170.33 8.89% - - - -
Less: Received during the year 120.55 6.29% - - - -
Add: Interest on loan (Net of TDS) 6.30 0.33% - - - -
Amount outstanding at the end of the year 56.08 2.93% - - - -

For Further details of Related Party Transaction, please refer to the chapter titled financial statement as restated
on page 292 of this Draft Red Herring Prospectus.

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 (6) months immediately preceding the date of this Draft Red Herring Prospectus.

WEIGHTED AVERAGE COST OF ACQUISITION OF EQUITY SHARES BY OUR PROMOTERS IN

LAST ONE YEAR

The weighted average cost of acquisition of equity shares by our promoters in last one year which has been
calculated by taking average amount paid by them to acquire our equity shares is as follows:

Name of shareholders No. of shares held Weighted Average Price (in Rs.)
Mr. Manish Goyal 72,98,012 Nil
Mr. Govind Rai Garg 14,33,280 Nil
*As certified by Auditor, M/s NKSC & Co., Chartered Accountants, by way of their certificate dated July 09, 2025.

AVERAGE COST OF ACQUISITION

The average cost of acquisition per Equity Share by our promoters, which has been calculated by taking the
average amount paid by them to acquire our Equity Shares, is as follows:

Page 32 of 447
 Name of the Promoter No. of Shares held Average cost of Acquisition (in Rs.)
Mr. Manish Goyal 72,98,012 0.08
Mr. Govind Rai Garg 14,33,280 0.08
*As certified by Auditor, M/s NKSC & Co., Chartered Accountants, by way of their certificate dated July 09, 2025.

DETAILS OF PRE-ISSUE PLACEMENT

As on date of this DRHP our Company does not contemplate any issuance or placement of Equity Shares from
the date of this Draft Red Herring Prospectus until the listing of the Equity Shares.

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

Our company has not issued any equity shares other than cash in the last one year except the following:

S. No. Date of allotment Type of allotment Number of shares issued

1. July 17, 2024 Bonus Issue 9,00,000
2. July 31, 2024 Bonus Issue 54,68,000

For Further Information regarding the Equity Shares issued by the company for consideration other than cash,
please refer to the Chapter Titled “Capital Structure” on page 84 of this Draft Red Herring Prospectus.

SPLIT / CONSOLIDATION OF EQUITY SHARES IN THE LAST ONE YEAR

Our Company has not done any sub-division or consolidation of its Equity shares in the last one year. Except
mentioned below:

Pre-split/Sub-Division Post-Split/ Sub-division

Face Total Share
Date Particulars No. of Face Value Total Share No. of
Value Capital
Shares (Rs.) Capital (Rs.) Shares
(Rs.) (Rs.)
Authorised
1,50,00,000 10 15,00,00,000 3,00,00,000 5 15,00,00,000
August 07, Share Capital
2024 Paid-up Share
65,61,600 10 6,56,16,000 1,31,23,200 5 6,56,16,000
Capital

EXEMPTION FROM COMPLYING WITH ANY PROVISIONS OF SECURITIES LAWS, IF ANY,

GRANTED BY SEBI

Our company has not been applied or granted any such exemption.

Page 33 of 447
 SECTION III- RISK FACTORS

An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information
in this Draft Red Herring Prospectus, including the risks and uncertainties summarized below, before making an
investment in our Equity Shares. The risks described below are relevant to the industries our Company is engaged
in, our Company and our Equity Shares. To obtain a complete understanding of our Company, you should read
this section in conjunction with the chapters titled “Our Business” and “Management’s Discussion and Analysis
of Financial Condition and Results of Operations” beginning on page numbers 198 and 294, respectively, of this
Draft Red Herring Prospectus as well as the other financial and statistical information contained in this Draft
Red Herring Prospectus. Prior to making an investment decision, prospective investors should carefully consider
all of the information contained in the section titled “Financial Information, as Restated” beginning on page
number 292 of this Draft Red Herring Prospectus.

If any one or more of the following risks as well as other risks and uncertainties discussed in the Draft Red
Herring Prospectus were to occur, our business, financial condition and results of our operation could suffer
material adverse effects, and could cause the trading price of our Equity Shares and the value of investment in
the Equity Shares to materially decline which could result in the loss of all or part of investment. Prospective
investors should pay particular attention to the fact that our Company is incorporated under the laws of India
and is therefore subject to a legal and regulatory environment that may differ in certain respects from that of
other countries.

Unless otherwise indicated, Industry and market data used in this section have been derived from the report titled
“Report on Recycling Industry” dated June 03, 2025, prepared and issued by Dun & Bradstreet Information
Services India Private Limited (the "D&B Report").

We have commissioned and paid for the D&B Report for the purpose of confirming our understanding of the
industry exclusively in connection with the Offer. We officially engaged Dun & Bradstreet Information Services
India Private Limited in connection with the preparation of the D&B Report pursuant to the engagement letter.
A copy of the D&B Report shall be available on the website of our Company i.e., [Link] from the
date of this Draft Red Herring Prospectus until the Bid/Offer Closing Date. The data included in this section
includes excerpts from the D&B Report and may have been re-ordered by us for the purposes of presentation.

This Draft Red Herring Prospectus also contains forward looking statements that involve risks and uncertainties.
Our actual results could differ materially from those anticipated in these forward-looking statements as a result
of many factors, including the considerations described below and elsewhere in the Draft Red Herring Prospectus.
These risks are not the only ones that our Company faces. Our business operations could also be affected by
additional factors that are not presently known to us or that we currently consider to be immaterial to our
operations. Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify
financial or other implication of any risks mentioned herein.

Unless otherwise indicated or the context otherwise requires, in this section, references to “we”, “us” and “our”
are to Exim Routes Limited..

Materiality

The Risk factors have been determined based on their materiality, which has been decided based on following
factors:

Page 34 of 447
 1. Some events may not be material individually but may be material when considered collectively.
2. Some events may have an impact which is qualitative though not quantitative.
3. Some events may not be material at present but may have a material impact in the future.

Classification of Risk Factors

Business Related
Risk

Finanical and
Internal Risk
Litigation Related
Factors
Risk

Issue Related Risk

Risk

Industry Related
Risk
External Risk
Factors

Others

INTERNAL RISK FACTORS

1. Regulatory restrictions on wastepaper trading, including import/export norms and environmental

compliance, may impact business operations. Changes in policy or classification standards could disrupt
supply chains and affect material availability.

We are currently engaged in the exchange of recyclable paper as an intermediary, primarily through our foreign
subsidiaries, pursuant to regulatory guidelines issued by the Ministry of Environment, Forest and Climate Change
(MoEFCC) under [Link].23/107/2022-HSMD. These guidelines impose restrictions on the direct import, trading,
and subsequent resale of wastepaper within India, thereby limiting our ability to undertake such activities directly
in the domestic market.

To facilitate our operations, we rely on our subsidiaries incorporated in jurisdictions where such activities are
permitted under local laws. While this structure enables us to continue our business, it also subjects us to
jurisdictional dependencies and compliance requirements in multiple regulatory environments.

Any future changes in national, international, or local regulations such as alterations in tariff rates, trade policies,
environmental regulations, or import/export restrictions could significantly impact our ability to operate as
planned. Furthermore, any potential regulatory shift that mandates the closure or restructuring of our subsidiaries
could disrupt business continuity, limit market access, and negatively affect our financial performance. This may
result in increased operational costs, legal challenges, or capital expenditure, all of which could hinder profitability
and long-term growth prospects. To mitigate these risks, we actively monitor regulatory developments to stay
informed of potential changes.

Page 35 of 447
2. The property used by the company as its registered office is not owned by the company. Any termination of
the relevant lease/ rent agreements could adversely affect our operations.

The registered office used by the Company is not owned by us but has been taken on lease/rent from a third party
under a Rent Agreement dated June 11, 2025. Any termination of this lease/rent agreement or failure to pay the
annual lease/rent could adversely impact our operations. Additionally, periodic renewal of the lease/rent may lead
to increased costs due to rent escalations.

In the event we are required to vacate the current premises, we would be required to make alternative arrangements
for new premises and other infrastructure and facilities. We cannot assure that the new arrangements will be on
terms that are commercially favourable to us. If we are required to relocate our business operations during this
period, we may suffer a disruption in our operations or have to pay higher charges, which could have an adverse
effect on our business, prospects, results of operations and financial condition. For more information, please refer
to the chapter titled “Our Business” on page 198 of the Draft Red Herring Prospectus.

3. Our major revenue is sourced from trading of Paper Recyclables. Our inability or failure to manage and
attract more clients in this segment could adversely affect our business.

Our company is primarily engaged in facilitating the exchange of recyclable paper products, offering
comprehensive end-to-end services to Indian Paper Mills (“Mills”). These services include the sourcing and
procurement of waste paper, quality assurance, and logistics support. A significant portion of our operational
revenue is generated from the recyclable paper exchange segment. This high reliance on a single business vertical
poses a potential risk to our operations. Any inability or failure to acquire new clients within this segment could
have an adverse impact on our overall business performance.

The detailed revenue bifurcation is given below:

(Amount in Lakhs except %)
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
S. N. Particulars Nature
% of % of % of
Revenue Revenue Revenue
Revenue Revenue Revenue
Paper Sale of 11,676.02 96.76% 6,787.32 94.45% 2,370.18 65.03%
1
Recyclable Products
Sale of 75.00 0.62% - 0.00% - 0.00%
2 ERIS
services
Management 129.07 1.07% 95.32 1.33% 82.13 2.25%
and Sale of
3
Consultancy services
Services
Logistics 152.81 1.27% 35.98 0.50% 854.28 23.44%
And
Sale of
4 Container
services
Handling
Services
5 Others Others 34.09 0.28% 267.28 3.72% 337.99 9.27%

Total 12,066.99 100.00% 7,185.90 100.00% 3,644.58 100.00%

Note: The percentages listed above are calculated as a percentage of Revenue from Operations based on restated
consolidated financial statements.
*As certified by Auditor, M/s NKSC & Co., Chartered Accountants, by way of their certificate dated July 09, 2025.

Page 36 of 447
4. We had negative cash flows in the past and may continue to have negative cash flows in the future. Sustained
negative cash flow could impact on our growth and business.

Our company had negative cash flow from “Operating activities” in the previous financial years. Further, we had
negative cash flow from “Investing activities” in previous financial years. Any such negative cash flows in the
future could adversely affect our business, financial condition and results of operations.

For more details, kindly refer to the chapter title “Financial Information as restated” on the page no. 292 of this
Draft Red Herring Prospectus.

The table given below set forth our cash flows for the Financial Year ended 2025, 2024 and 2023 on the basis of
its restated consolidated financial statements.
(Amount in lakhs)
For the For the For the
Financial Financial Financial
Particulars Year ended Year ended Year ended
March 31, March 31, March 31,
2025 2024 2023
Cash flow from Operating activities (488.40) (117.19) (5.22)
Cash flow from Investing activities (410.82) (52.65) (81.08)

5. The demand for recyclable paper is cyclical and influenced by market trends and economic conditions. This
variability can lead to fluctuations in revenue and profit margins over time.

The demand for recyclable paper is cyclical in nature and is influenced by the global balance of supply and
demand, which directly impacts pricing and sales volume. As the demand for recyclable paper rises, prices tend
to remain firm, provided that the increase in supply matches market needs and the broader economy grows.
However, when demand reduces, excess supply in the market can result in fierce competition among suppliers,
forcing prices to decline and impacting profitability.

Given that a substantial portion of our revenue is derived from the sale of recyclable paper while acting as an
intermediary, any reduction in the price of paper or decline in demand could have an adverse effect on our revenue
and operating results. The cyclical nature of the paper industry poses a material risk to the financial stability of
our Company, as fluctuations in the price of recyclable wastepaper, driven by global demand cycles, could
significantly affect both our top-line revenue and bottom-line margins. This risk is compounded by the nature of
our business model, which depends on sourcing and trading recyclable paper from international markets.

6. Changes in technology or failure to upgrade or adapt changes may render our existing Exim Routes
Intelligence System (“ERIS”) technology obsolete and require significant investments, which may impact
our business and financial condition.

Our Company’s business operations rely on our ERIS technology, which serves as a platform to connect buyer
and seller. To maintain competitiveness and operational efficiency, it is essential for us to continuously upgrade
our ERIS technology. However, there is a risk that failure to timely update ERIS or adopt new technological
advancements may result in the platform becoming obsolete over time and limiting its effectiveness, which may
impair our ability to attract and retain users, reduce transaction volumes, and negatively impact revenue
generation.

Page 37 of 447
 The emergence of new technologies in the recyclable paper industry or related sectors may necessitate substantial
capital investments to adopt or integrate these advancements into our existing technology. Such investments may
lead to increased capital expenditures and could temporarily affect our profitability and cash flows. Our ability to
sustain innovation and maintain ERIS as a cutting-edge platform is critical to preserving our market position and
achieving long-term growth. Failure to do so may adversely affect our business operations, competitive advantage,
and financial performance.

7. We have not registered the copyright for our software “ERIS” which may expose us to ownership disputes
and legal risks.

Our Company has not yet applied for the registration of the copyright for our software, “ERIS”, under the
Copyrights Act, 1957. While the software is an integral part of our business operations, the lack of formal
registration means that we do not yet enjoy the statutory protections and legal benefits provided by the Copyrights
Act. Specifically, the Register of Copyrights serves as prima facie evidence of ownership and other particulars,
which is crucial in case of any dispute regarding the copyright ownership.

In the absence of registration or even an application for registration, our Company remains vulnerable to various
risks, including potential disputes over the copyright of the software. This may expose us to legal challenges and
possibly result in the loss of rights to the software or costly litigation. Furthermore, the inability to establish clear
ownership through official registration may hinder our ability to protect and enforce our intellectual property
rights effectively. We cannot guarantee that the registration process will be completed successfully or in a timely
manner, which could have a material adverse effect on our ability to safeguard our intellectual property and its
value. The failure to secure these rights could disrupt our operations and harm our competitive position.

8. Significant security breaches, system failures, and fraud within our computer systems and network
infrastructure may adversely affect our business operations, financial condition, cash flows, and results of
operations.

The proper functioning of our technology infrastructure, particularly the Exim Routes Intelligence System (ERIS),
is critical to the success of our business. The availability, reliability, and performance of ERIS are essential to
attracting and retaining customers and delivering services efficiently. Any disruption to ERIS or our underlying
technology infrastructure could materially impact our business, financial condition, cash flows, and results of
operations.

Our platform’s complexity and reliance on third-party service providers expose us to potential disruptions,
slowdowns, or other performance issues due to factors such as hardware or software defects, high transaction
volumes, cyberattacks, infrastructure malfunctions, human error, or unforeseen events like natural disasters,
power outages, or political disruptions. Although we have implemented security protocols and disaster recovery
plans, certain system failures, particularly those involving critical infrastructure, may still occur and could lead to
service disruptions. A significant data breach or cybersecurity incident could cause reputational harm, legal
liabilities, regulatory scrutiny, and loss of business. While we invest in continuous monitoring, vulnerability
assessments, and security updates, we cannot fully mitigate the risk of these cybersecurity threats. Any substantial
failure in ERIS, whether due to internal software errors or external cyberattacks, could adversely affect our
business, operational continuity, and financial stability. However, our company has not faced any of such instance
in the past, while we cannot ensure it may not happen in future.

Page 38 of 447
9. We are involved in ongoing litigation, including matters concerning our Company, Promoters, Directors,
subsidiaries and Group Company, where an adverse outcome may negatively impact our business operations,
reputation, and financial performance.

As on date of this Draft Red Herring Prospectus, our Company, along with our Promoters, Directors, and Group
Companies, is currently involved in various legal proceedings, including civil, criminal, tax, and regulatory
matters. These ongoing litigations, as summarized below, could result in significant liabilities or reputational
harm, adversely impacting our business operations, financial condition, and results.

(Amount in Lakhs)
Actions by
Civil Criminal Tax Amount
Name By/ Against Regulatory
Proceedings Proceedings Proceedings Involved *
Authorities
By 1 4 - - 23.82
Company
Against - - - - -
By - - - - -
Promoters and Directors
Against - - 2 - 53.91
Group Companies/ By - - - - -
Entities Against - - - - -
By - - - - -
Subsidiaries
Against - - 5 - 8.35
By - - - - -
KMPs and SMPs
Against - - - - -
*To the extent quantifiable.

The amounts claimed in these proceedings have been disclosed to the extent ascertainable, and include amounts
claimed jointly and severally. Any developments, such as changes in Indian law or adverse rulings by appellate
courts or tribunals, could necessitate provisions in our financial statements, potentially increasing our liabilities
and expenses.

We cannot assure you that any of the outstanding litigation matters will be settled in our favour or that no additional
liabilities will arise from these proceedings. Furthermore, in the normal course of business, we may be subject to
complaints, claims, or legal actions, including those related to intellectual property, branding, marketing efforts,
or employment-related grievances. Such actions may result in investigations, inquiries, or legal proceedings that
may have an adverse effect on our operations, financial performance, and reputation.

For more information on certain material legal proceedings involving our Company, our Promoters, and Directors,
please refer to the section “Outstanding Litigations and Material Developments” on page 316 of this Draft Red
Herring Prospectus.

10. Our Company’s revenue dependence on customers from specific geographic locations exposes us to risks
from economic downturns and regional market volatility.

Our company operates its business operations from its registered office situated in Gurgaon, Haryana. However,
our business operations span various regions across India. These states contribute to a substantial portion of our
revenues for the financial year ended on March 31, 2025, 2024 & 2023. Any factors relating to political and
geographical changes, growing competition and any change in demand may adversely affect our business. 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.

Page 39 of 447
 The contribution of the top three states to our total revenue is as follows:

(Amount in Lakhs)
For the financial year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Within India (State wise) Amount (%) Amount (%) Amount (%)
Tamil Nadu 4,778.96 39.60% 3,349.30 46.61% 416.90 11.44%
Gujarat 4,722.05 39.13% 1,803.79 25.10% 1,327.84 36.43%
Maharashtra 356.92 2.96% 118.43 1.65% 232.72 6.39%
Outside India
Dubai 280.88 2.33% 691.29 9.62% 1,069.74 29.35%
Note: The percentages listed above are calculated as a percentage of Revenue from Operations based on
consolidated financial statement.

In the event of an economic downturn in these regions or a reduction in industrial activity due to factors such as
local government policy changes, infrastructure challenges, or economic health, our customers may reduce or
postpone their orders. This could lead to a decline in demand for our products, adversely impacting our revenue
and overall business performance. Additionally, any significant regional shifts in trade regulations or
environmental policies related to recycling could affect our customers’ purchasing behaviour, further impacting
our financial results. Given our reliance on specific regions within India, any adverse economic conditions or
regional disruptions could materially affect our revenue, business operations, and financial stability. The
geographic concentration of our customer base within India presents a material risk to our ability to achieve
consistent growth and profitability.

For further information, please refer to the chapter titled “Our Business” on page 198 of this Draft Red Herring
Prospectus.

11. Development of a software is a time-consuming process, by the time of it's launch, the need for software may
have diminished or changed.

Developing software is a complex and time-consuming process that requires significant resources. By the time
the software is ready for launch, the need for software may have shifted, making it less relevant to current market
demands. As we work on our software, there's a real possibility that the regulations governing it might change
during the development phase. These changes could arise from new laws, updated compliance requirements, or
shifts in industry standards. This vulnerability to ongoing regulatory changes means that we have to be active
throughout the development process. We need to continuously monitor the regulatory changes and be ready to
adapt our software as necessary. To mitigate these risks, it is essential to adopt practices that allow for adjustments,
feedback from stakeholders and clients. By this we can better navigate the challenges of changing regulations and
ensure our software remains relevant and valuable in the marketplace.

12. Our proposed capital expenditure relating to investment in development of our product “ERIS” is subject to
the risk of unanticipated delays in implementation and cost overruns.

We intend to allocate a portion of the Net Proceeds towards the development of software applications, as
mentioned in the section titled “Objects of the Issue” beginning on page 107 of this Draft Red Herring Prospectus.
Specifically, our proposed capital expenditure includes the development of the ERIS application.

Page 40 of 447
 Software development projects, by their nature, are complex and may encounter unforeseen technical challenges,
evolving requirements, our dependencies on third-party vendors. Such factors can result in delays that may disrupt
project timelines and postpone the launch of software applications essential to our business operations and
customer engagement.

Any delay in implementation may also lead to increased costs, as additional resources may be required or existing
vendor contracts may need to be extended. Furthermore, software development often involves multi-phase
processes that are susceptible to scope changes and emerging requirements, which can result in budget overruns.

These cost escalations may place pressure on our financial resources, potentially necessitating the reallocation of
funds from other key initiatives or increasing our reliance on external financing. There can be no assurance that
the planned software development and related expansions will be completed within the proposed timeframe. Any
such delays may adversely affect our growth trajectory, business prospects, cash flows, and overall financial
condition.

13. Some of our company's Board of Directors do not have any experience of listed companies.

Our Board of Directors comprises both executive and non-executive members. However, the some of the directors
do not have experience with listed companies. This makes us more prone to fines, penalties, or notices from
regulatory authorities due to potential non-compliance. Such regulatory actions can impact our reputation.
Moreover, the directors might provide erroneous disclosures or fail to make required intimations, which could
mislead investors and other stakeholders. Overall, the absence of listed company experience among our executive
directors and some of the non-executive directors poses significant risks to compliance, governance, and our
corporate reputation.

14. Our business is working capital intensive, and fluctuations or inadequate financing of our working capital
requirements may adversely affect our business, financial condition, and results of operations.

We operate as an important intermediary in the Paper Supply Chain. As a crucial bridge, our company requires
working capital to fund the day-to-day affairs and operational expenses prior to receiving payments from
customers. The successful operation of our business heavily relies on significant working capital. However,
changes in credit terms and payment delays can adversely impact our working capital, resulting in lower cash
flows and increased funding requirements. Inadequate financing of our working capital needs may arise due to
several factors, such as delays in disbursements under financing arrangements, higher interest rates, increased
insurance costs, or borrowing and lending restrictions. Such circumstances could have a material adverse effect
on our overall business, financial condition, and prospects.

Additionally, prudent financial planning, exploring diverse financing options, and maintaining strong
relationships with financial institutions are key factors in managing our working capital efficiently. Despite our
proactive measures, there can be no assurance that working capital fluctuations will not impact our business
operations or financial performance. The details of our working capital for the projected, estimated and audited
period are as follows:
(Amount in Lakhs)
FY’23 FY’24 FY’25 FY’26 FY’27
Particulars
Audited Audited Audited Projected Projected
Current Assets
Inventory 12.84 12.84 - - -
Trade Receivables 203.43 116.72 861.57 1,094.28 1,458.32

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 Other Current Assets 104.65 63.13 547.55 859.26 1,169.81
Total Current Assets (A) 320.92 192.69 1,409.12 1,953.54 2,628.12
Current Liabilities
Trade Payables 36.33 52.37 182.66 299.25 344.34
Other Current Liabilities 18.63 51.18 60.47 128.74 182.29
Short Term Provision 0.02 24.62 123.41 180.51 266.43
Total Current Liabilities (B) 54.98 128.17 366.54 608.50 793.06
Working Capital Gap (A-B) 265.94 64.52 1,042.58 1,345.04 1,835.06
Funding Pattern:
Short Term Borrowing 265.94 64.52 274.53 125.63 64.83
Internal Accruals - - 768.05 869.41 1,220.23
IPO Proceeds - - - 350.00 550.00
*Working Capital Gap have been determined without borrowings and excluding operating cash and cash
equivalents.

15. Our present promoters of the Company are first generation entrepreneurs.

Our present Promoters are first generation entrepreneurs. Their experience in managing the business being
instrumental in the growth of our Company. The concern is that their limited experience in running a listed
company could potentially hinder the company's growth in the future. The statement is being cautious and
transparent about this uncertainty, as it cannot assure that the promoters' inexperience won't affect our company's
success.

16. The Company does not have any directly listed peer companies for the purpose of performance comparison.
Therefore, investors must rely on their own analysis of the Company’s financial metrics and other relevant
factors when evaluating an investment in the offering.

Our Company operates in a specialized market within the recyclable paper industry and, as such, does not have
any directly comparable listed peers whose business models or financial performance can be used as a benchmark
for evaluating our Company. While certain listed companies may operate in related industries or engage in some
similar business activities, these companies differ significantly from our business in terms of (i) the contribution
of their respective business activities to total revenue and (ii) the nature and scope of operations across diverse
sectors. As a result, no Indian publicly listed company can be considered a true peer group for our Company.
Given this lack of direct comparability, investors must rely on their own analysis and evaluation of our Company’s
financial metrics, including accounting ratios, when making an investment decision for the purposes of investment
in the Issue.

17. Our Company engages with customers through purchase orders instead of long-term contracts or service
agreements, which may limit revenue certainty and affect the stability of ongoing business relationships.

Our Company primarily conducts business on a purchase order basis, and we do not enter into long-term contracts
and service agreement with most of our customers. As a result, our sales are driven by individual purchase orders
placed by customers based on their specific requirements. In the absence of long-term contracts, there can be no
assurance that a particular customer would continue to source their supplies from us in the future.

Any change in the buying patterns of our customers, or the disassociation of major customers, could materially
impact our Company’s business operations and revenue model. A reduction in purchase orders from existing
customers could adversely affect our Company’s revenue and profitability and may require us to explore
alternative markets or secure new buyers. The reliance on purchase orders, rather than long-term contractual
commitments, exposes our Company to potential fluctuations in sales and customer retention, thereby increasing

Page 42 of 447
 the risk of revenue volatility. Consequently, maintaining and diversifying our customer base, as well as exploring
opportunities for long-term agreements, is critical for mitigating these risks.

18. Our Company has obtained unsecured loans amounting to Rs. 460.83 Lakhs on the basis of restated
consolidated financial statements that may be recalled by the lenders at any time.

We have outstanding unsecured loans on the basis of restated consolidated financial statements amounting to Rs.
460.83 Lakhs as at March 31, 2025, which may be recalled by the lenders at any time. In the event that the lenders
seek a repayment of any such loans, Company would need to find alternative sources of financing, which may not
be available on commercially reasonable terms, or at all, which may affect the result of operation and financial
conditions of our business. However, there were no instances where the lenders have recalled any loans to date.
For further details, please refer to the chapter titled “Financial Indebtedness” beginning on page 314 of this Draft
Red Herring Prospectus.

19. Our Company has entered into agreements with various business service providers within India. These
agreements may not be renewed on favorable terms or could incur increased costs, which could adversely
affect our operations and financial performance.

Our Company has entered into various business agreements with third-party entities within India, including
partnerships for Container Handling Services (CHS) and the Exim Routes Intelligence System (ERIS). These
collaborations support the design, development, and implementation of logistics and customer modules, as well
as the ongoing development and maintenance of the ERIS platform. However, these agreements are subject to
periodic renewal, and there is no assurance that they will be renewed on commercially acceptable terms or within
the required time frame. Any non-renewal, delay in renewal, or renewal on less favorable terms—such as
increased costs or changes in the scope of services—could significantly disrupt our operations. This may lead to
delays in service delivery, increased operational costs, and a reduced ability to meet customer demand.

The details of these agreements are provided below:

Sr. Date of Name of Nature / Type of Purpose / Objective Tenure /
No. Agreement Counterparty Agreement Validity
1. June 15, 2024 EWNS Trading Agreement For To assist in guidance
Private Limited Logistics Module towards design,
Development development, and Until
implementation of terminated
the logistics module
for the ERIS App.
2. October 07, Sukraft Recycling Service Agreement for To assist in guidance
2024 Private Limited Customer Module towards design,
Development development, and Until
implementation of terminated
the customer module
for the ERIS App
3. October 07, Sunshine Pap Tech Service Agreement for To assist in guidance
2024 Private Limited Customer Module towards design, Until
Development development, and terminated
implementation of

Page 43 of 447
Sr. Date of Name of Nature / Type of Purpose / Objective Tenure /
No. Agreement Counterparty Agreement Validity
the customer module
for the ERIS App
4. February 20, Gopal Singal Agreement for App To support in
2025 Development developing and Until
maintenance of terminated
ERIS App
5. September 18, Samvriddhi Agreement for IT To support in
2024 Infotech Private Development development and
Until
Limited maintenance in IT
terminated
modules for ERIS
App
6. June 01, 2024 Jina Code Systems Engagement Letter for To Develop ERIS Until
LLP Development of ERIS terminated
7. October 14, Aardour Agreement for To provide
2024 Worldwide Container Handling Container Handling
Logistics Private Services including
Limited Import October 14,
documentation, 2027
freight negotiations
& other related
services.
8. . May 01, 2024 Tianxin Logistics Agreement for To provide
Private Limited Container Handling Container Handling
Services including
Import May 01,
documentation, 2027
freight negotiations
& other related
services.
9. July 10, 2024 RPS Global Carbo Agreement for To provide
India Private Container Handling Container Handling
Limited Services including
Import
July 10, 2027
documentation,
freight negotiations
& other related
services.
10. September 23, Nidhi Shipping Agreement for To provide
2024 Private Limited Container Handling Container Handling
Services including September
Import 23, 2027
documentation,
freight negotiations

Page 44 of 447
 Sr. Date of Name of Nature / Type of Purpose / Objective Tenure /
No. Agreement Counterparty Agreement Validity
& other related
services.
11. December 12, Shah Cleaning & Agreement for To provide
2024 Forwarding Private Container Handling Container Handling
Limited Services including
Import December
documentation, 12, 2027
freight negotiations
& other related
services.
12. June 15, 2025 Jina Code Systems Vendor Agreement for To Develop ERIS Until
LLP Development of ERIS terminated

20. Our Company has entered into certain related party transactions at arm length price in the past and may
continue to do so in the future.

Our Company has entered into several related party transactions with our Promoters, individuals and entities
forming a part of our promoter group relating to our operations. In addition, we have in the past also entered into
transactions with other related parties. However, the related party transactions entered into with Promoters/
Directors/ Promoter Group is in compliance with Section 188 of Companies Act, 2013 and other applicable laws.
Further, we confirm that the future related party transactions shall be in compliance with Companies Act, SEBI
Regulations and other applicable laws.

For further details, please refer to the chapter titled “Financial Information – Restated Financial Information
“Annexure 37 ” Restated Statement of Related Party Transactions”. While we believe that all our related party
transactions have been conducted on an arm’s length basis as per the Companies Act, 2013, we cannot assure you
that we may not have achieved more favourable terms had such transactions been entered into with unrelated
parties. There can be no assurance that such transactions, individually or taken together, will not have an adverse
effect on our business, prospects, results of operations and financial condition, including because of potential
conflicts of interest or otherwise. In addition, our business and growth prospects may decline if we cannot benefit
from our relationships with them in the future.

21. Our inability to effectively reduce and control the increased Purchase of stock-in-trade, if not properly
managed or controlled, may significantly adversely affect our profitability, financial stability, and
operational efficiency.

A significant portion of our operating expenses is attributed to Purchase of stock-in-trade. As our business involves
the transportation of recyclable paper from international markets, if we are unable to efficiently renegotiate
contracts, optimize strategic sourcing, or implement cost-control measures for these expenses, it may lead to a
significant reduction in our profit margin.
(Amount in lakhs)
For the Financial Year ended (Consolidated)
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Revenue from Operations 12,066.99 7,185.90 3,644.58
Total expenses 11,120.75 6,755.52 3,597.01

Page 45 of 447
 Purchase of stock-in-trade 9,749.30 5,957.70 1,916.32
Percentage (%) of Revenue from 80.79% 82.91% 52.58%
operations
Percentage (%) of Total expenses 87.67% 88.19% 53.28%

For further information regarding the Freight & Forwarding charges and other expenses, please refer to the chapter
titled “Restated financial information” on page 292 of this Draft Red Herring Prospectus.

22. Improper handling of goods during logistics operations could damage our reputation and adversely impact
on our business, financial performance, and market position.

Our Company is susceptible to risks associated with the improper handling of goods during logistics operations.
Any failure in the transportation, storage, or delivery process, whether due to human error, negligence, theft, or
fraud, could damage our reputation and customer trust, leading to a loss of business and market share.
Additionally, such mishandling could result in operational disruptions, delays, and increased costs, all of which
would negatively affect our financial performance.

While we have taken measures to ensure the safe and secure handling of goods, including working with trusted
logistics providers, any lapse in these processes may lead to customer dissatisfaction, legal disputes, and potential
regulatory action. Although we have not experienced any incidents that have caused significant disruptions, the
risk of damage or loss to goods remains a material concern that may adversely affect our business operations and
overall market standing.

23. Expansion into new market segments and diversification of product and service offerings could 'expose our
company to operational challenges and adversely impact on our growth and profitability.

Our Company may seek to expand its operations and diversify its product/service offerings by entering new trade
vertical and catering to different customer needs. However, our experience in these trade vertical is limited, and
such diversification may expose us to high barriers to entry, including strong competition, regulatory approvals,
laws, taxes and evolving market dynamics. As we venture into these new areas, there is a risk that our efforts may
not be successful, which could hinder our growth, damage our reputation, and lead to reduced profitability. The
introduction of new services may require new operational methods, marketing strategies, and financial models,
which are different from those currently employed by our Company. We may face challenges such as unproven
technologies, inexperienced staff, delays in product development, and the possibility that new products fail to
meet market expectations. Additionally, we may encounter intense competition from established players, making
it difficult for us to offer products at competitive prices or favourable commercial terms.

Moreover, the expansion into trade vertical or projects may disrupt our existing operations, potentially causing
delays or inefficiencies in our current product offerings. There is no guarantee that we will be able to successfully
transition our facilities or processes to accommodate new products or technologies, nor can we assure that such
transitions will not negatively impact our operational efficiency, production rates, or recovery of investments. Any
failure to effectively execute new product development or expansion strategies could have a significant adverse
effect on our business, financial condition, and cash flows.

24. Our business operations are significantly dependent on the continued involvement of our Promoters, senior
management, and other key personnel. The loss of any of these individuals, or our inability to attract and
retain qualified and experienced professionals, could adversely impact our business performance, results of
operations, financial condition, and cash flows.

Page 46 of 447
 Our performance is largely dependent on the efforts, experience, and expertise of our Promoters, senior
management, and other key personnel. These individuals have developed significant industry knowledge and have
cultivated strong relationships with our customers and other stakeholders over the years. They play a critical role
in the day-to-day operations, project development, procurement activities, and in shaping the strategic direction
of our Company. For further details on the experience of our key management personnel, please refer to the section
titled “Our Management” on page 249 of this Draft Red Herring Prospectus.

We cannot guarantee that these individuals or other members of our senior management team will continue their
association with us, or that they will not be recruited by competitors. Our ability to retain such talent or secure
suitable replacements in a timely manner may be limited. Additionally, we may be required to significantly
increase compensation levels to remain competitive in attracting and retaining the skilled personnel necessary for
our business.

The departure of any of these key individuals could adversely affect our business operations, strategic initiatives,
financial condition, and cash flows.

25. In addition to normal remuneration, other benefits and reimbursement of expenses, our Directors,
(including our Promoters) and Key Managerial Personnel are interested in our Company to the extent of
their shareholding and dividend entitlements.

Some of our Directors (including our Promoters) and Key Managerial Personnel are interested in our Company
not only through their official positions and receipt of remuneration, benefits, or expense reimbursements, but
also through their shareholding and dividends entitlement to the extent of their shareholding in our Company. As
a result, these individuals are in a position to exercise significant control over the affairs of our Company,
including the composition of the Board and matters requiring shareholder approval, whether by simple or special
majority.

There can be no assurance that our Directors and Key Managerial Personnel will always exercise their rights as
shareholders or act in a manner that aligns with the best interests of the Company or its minority shareholders.
Their ability to influence or block decisions such as those related to capital raising, business acquisitions, strategic
initiatives, or changes in corporate governance may give rise to conflicts of interest. If such conflicts are not
resolved in a manner favourable to the Company, it could adversely affect our governance, strategic direction,
business operations, and overall financial performance.

26. We depend on a limited number of customers for a significant portion of our revenues. The loss of a major
customer or significant reduction in demand from any of our major customers may adversely affect our
business, financial condition, results of operations and prospects.

At present, the majority of our revenue from operations comes from a select group of customers.

Details of which are as follows:

(Amount in lakhs)
Particulars For the Financial For the Financial For the Financial
Year ended on Year ended on Year ended on
March 31, 2025 March 31, 2024 March 31, 2023
Top 1 Customer 2,387.85 1,650.23 885.41
% of Revenue from Operations 19.78% 22.96% 24.29%
Top 5 Customers 5,522.56 3,664.45 1,972.46

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 % of Revenue from Operations 45.75% 51.00% 54.12%
Top 10 Customers 7,483.54 5,250.96 2,548.91
% of Revenue from Operations 61.99% 73.05% 69.93%
Revenue from Operations 12,066.99 7,185.90 3,644.58
Note: The percentages listed above are calculated as a percentage of Revenue from Operations based on
consolidated financial statement.

As our business is currently concentrated among relatively few significant customers, we may experience
reduction in cash flow and liquidity and our business would be negatively affected if we lose one or more of our
major customers or if the amount of business from one or more of them is significantly reduced for any reason,
including as a result of a dispute with or disqualification by a major customer. However, there were no past
instances where we have experienced any losses or decrease in revenue due to loss of any major client. For further
information, please refer to the chapter titled “Our Business” on page 198 of this Draft Red Herring Prospectus.

27. Our Company relies on a limited number of foreign suppliers for the procurement of wastepaper. The loss
of any of these suppliers may disrupt our business operations and adversely affect our financial stability.

Our business operations are significantly dependent on a limited number of suppliers for the procurement of
recyclable paper. The top ten suppliers contributed substantially to our total purchases during the financial years
ended March 31, 2025, March 31, 2024, and March 31, 2023. This concentration exposes us to operational risks
in the event that any of these suppliers terminate or reduce their supply volumes.

The details of Purchase of stock-in-trade and Cost of service purchased from our suppliers for the Financial Year
ended March 31, 2025, 2024, 2023 is mentioned as follows:

(Amount in Lakhs)

For the Year For the Year For the Year

Particulars ended on ended on ended on
March 31, 2025 March 31, 2024 March 31, 2023

Top 1 Supplier 1,516.34 737.02 614.19

% of Purchase 14.23% 11.76% 19.50%
Top 5 Suppliers 4,764.11 2,883.50 2,139.91
% of Purchase 44.71% 46.00% 67.95%
Top 10 Suppliers 7,226.66 3,940.70 2,894.68
% of Purchase 67.81% 62.87% 91.91%
Purchase of stock in trade and cost of service 10,653.95 6,266.13 3,148.91
Note: The percentages listed above are calculated as a percentage of Purchase of stock-in-trade + Cost of service
based on restated Consolidated financial statement.

Though we have not faced any difficulties in procurement of recyclable paper in the last three preceding financial
years and there were no past instances where we have experienced any losses due to loss of any vendor/ supplier.
However, we cannot assure you that we will not face any such situations in the future, or the procurement of
recyclable paper will be on commercially viable terms. Furthermore, any dispute with any of the suppliers may
damage our relationship with existing and potential suppliers, and in any such event our operations will be
adversely affected. Further it will also affect our profitability and reputation in the market.

Page 48 of 447
28. Our success is dependent on our Promoters, Key Management Personnel (KMP) and skilled manpower. Our
inability to attract and retain key personnel or the loss of services of our Promoters and Directors may have
an adverse effect on our business prospects.

The success of our Company relies on our ability to attract and retain qualified and experienced Key Management
Personnel (KMP), who provide the expertise required for the effective management and strategic direction of our
business. These individuals play an important role and allow us to make well-informed decisions about our
business, ensuring smooth business operations and driving growth.

Any loss of key personnel may disrupt our operational continuity and strategic execution, especially if succession
plans are not adequately in place or implemented in a timely manner. The competitive market for skilled
executives means that the departure of any key individual or employee may create challenges in maintaining
business performance, and we may not be able to replace them with equally qualified candidates. This may have
a material adverse effect on our operational efficiency, business prospects, and overall financial performance.

29. Risk of Incidents of fraud or theft by employees may lead to financial loss, legal issues, and damage to the
Company’s reputation and operations.

Our success is highly dependent on the skills, integrity, and performance of our employees. Given the nature of
our business, our personnel have access to sensitive data, proprietary systems, client information, and intellectual
property.

Despite having internal controls to mitigate risks, there remains a possibility of employee misconduct, including
fraud or misappropriation of company assets. Such incidents, although rare, may not always be immediately
detected and could result in financial losses, operational disruptions, and reputational damage.

Moreover, any breach involving sensitive information or assets could expose the Company to legal liabilities and
regulatory penalties. Rebuilding trust with clients, partners, and other stakeholders following such events can be
challenging. While the Company has not encountered such incidents to date, the potential for future occurrences
cannot be completely ruled out.

30. There is a risk of Misconduct or negligence by employees may disrupt operations, harm the Company’s
reputation, and lead to financial or legal consequences.

Our operations are highly dependent on the expertise, integrity, and performance of our employees. There may be
a risk that employees may act inappropriately at the workplace or fail to perform their duties carefully. Such
misbehaviour or negligence can cause serious consequences for the Company, including errors in work, project
delays, or substandard service delivery to clients, ultimately disrupting business operations.

If such behaviour continues, it may harm our Company’s image in the eyes of customers, partners, or the public.
In some cases, it may also result in legal action or penalties, especially if laws or company rules are broken.
Handling these issues also takes up time and effort from the management team. Overall, employee misbehaviour
or carelessness can negatively impact the Company’s work, reputation, and finances. However, we have not faced
such instance in the past years of operations, however, we can not ensure that such instance may not happen in
future.

Page 49 of 447
31. Failure to effectively implement our business and growth strategy could adversely affect our Company’s
long-term viability and profitability.

We may not be able to sustain if there is no effective implementation of our business and growth strategy. Success
of our business will depend greatly on our ability to effectively implement our business and growth strategy. We
cannot provide assurance that we will be able to execute our strategy on time and within the estimated budget, or
that we will meet the expectations of targeted customers. Changes in regulations applicable to the industry in
which we operate may also make it difficult to implement our business strategy. Inability on our part to our
business and effectively implement growth strategy could have a material adverse effect on our business, financial
condition and profitability.

The success of our Company is dependent on the effective implementation of our business and growth strategy.
If we are unable to execute our strategy efficiently, it may hinder our ability to meet our operational goals and
achieve long-term growth. We cannot provide assurance that we will be able to implement our business plans on
time, within the estimated budget, or that we will meet the expectations of our targeted customers. Furthermore,
changes in regulations or industry standards may impact our ability to execute our strategy as planned. Failure to
adapt to regulatory changes, unforeseen market conditions implement, or our business and growth strategy
effectively may have a material adverse effect on our financial condition, profitability, and future prospects. The
inability to adapt to these challenges may limit our capacity for sustainable growth and affect our market position.

32. Our Inability to protect our intellectual property or any claim that we infringe on the intellectual property
rights of others could erode our competitive advantage and could have a material adverse effect on us.

Our company has recently applied for the registration of our logo , , which is
currently pending approval and registration. If we are unable to secure the trademark registration or renew the
registration in the future, or if we lose the trademark, it could negatively impact our business operations and harm
our brand image and recognition within the industry. For further details, please refer to the “Our Business” section
on page 198 of the Draft Red Herring Prospectus. However, Infringement of third-party intellectual property rights
or failure to protect our own intellectual property can have negative consequences. In addition, infringement
claims can damage our reputation and discourage potential investors, partners, or customers. Additionally, if we
fail to protect our own intellectual property, our competitors or other third parties may copy, steal, or misuse our
ideas, products, or services. This can lead to lost revenues, decreased market share, or erosion of our competitive
advantage. Moreover, any unauthorized use, reproduction, or distribution of our copyrighted material without our
permission will result in legal action and may lead to financial penalties or damage to our brand reputation. It is
essential for us to protect our copyrighted material and ensure that it is used only with our permission, to avoid
any negative impact on our business operations. Defending our intellectual property rights can be expensive and
time consuming, and we may not be able to prevent others from infringing or challenging our rights.

33. Changes in privacy and data protection laws could result in claims and may adversely affect our business,
financial condition, and growth prospects

Our Company is subject to a wide range of laws, regulations, and contractual obligations related to data privacy
and the protection of personal information, including laws governing the collection, storage, use, disclosure, and
transfer of sensitive data. This includes compliance with the Information Technology Act, 2000, and various rules
under it, which impose civil and criminal liabilities, penalties, and imprisonment for offenses such as unauthorized
disclosure of confidential information and failure to protect personal data.

Page 50 of 447
 Additionally, with the enactment of the Digital Personal Data Protection Act, 2023 (DPDP Act), our Company is
required to comply with new, stringent privacy regulations aimed at safeguarding personal data while enabling
lawful processing. This regulatory change presents operational challenges as it mandates adherence to new privacy
protocols and requires investments in compliance infrastructure.

Non-compliance with these privacy and data protection laws, or failure to implement required processes
effectively, could expose us to legal claims, regulatory penalties, and reputational damage. It may lead to
significant operational disruptions and increased costs, particularly in relation to compliance, technology
upgrades, and security measures. Furthermore, changes in regulations may limit our ability to share data with
third parties or store personal information, which could adversely affect our ability to provide certain services and
products, impacting our revenue streams.

Although we have not faced any major privacy-related complaints or legal proceedings to date, we cannot
guarantee that we will be able to meet evolving regulatory requirements in the future. Non-compliance or
difficulties in meeting new privacy laws could harm our business, reduce customer confidence, and lead to legal
or financial liabilities. The risk of non-compliance or the need to adapt to future changes in privacy regulations
may impact our ability to attract or retain customers, ultimately affecting our financial position and market
performance.

34. Our insurance policies may be insufficient to cover all future costs and safeguard against unforeseen losses,
unpredictable operating risk and may result in an adverse effect on our business operations and financial
performance.

We maintain insurance policies covering various aspects of our business, including coverage for our employees
and directors, and periodically renew such policies to align with our evolving business needs. However, these
insurance policies do not cover all potential risks associated with our operations, and there are inherent limitations,
exclusions, and conditions in the policies that may limit our ability to recover losses in full. In addition, certain
risks may be uninsurable or insurable only on terms that are not commercially viable. Additionally, there can be
no assurance that we will be able to renew or obtain insurance coverage in the future on terms acceptable to us or
at all.

In the event that losses arise from risks excluded under our insurance policies, or if insurance claims are denied
or not fully accepted, our business operations, financial condition, and results of operations could be materially
and adversely affected. Such uninsured losses could impose significant financial strain and adversely impact our
ability to sustain or grow our business.

For further details on the insurance policies maintained by our Company, please refer to the chapter “Our
Business” on page 198 of this Draft Red Herring Prospectus.

35. Our dependence on third-party transportation providers for the supply and delivery of recyclable paper may
adversely affect our business, financial condition, and results of operations in case of service failures or to
meet their obligations.

Our Company does not own any commercial vehicles for the supply and delivery of recyclable paper; depends
entirely on third-party logistics and transportation providers for the supply and delivery of our materials to
customers across various regions. The efficient and timely transportation of recyclable paper is critical to
maintaining our operational performance and customer satisfaction.

Page 51 of 447
 Our reliance on external third-party logistics providers exposes us to risks including potential delays, loss, or
damage to goods in transit due to accidents, natural disasters, or logistical inefficiencies including other
unforeseen. Any failure by these third-party providers to fulfil their contractual obligations could result in supply
chain disruptions, delayed deliveries, increased operational costs, and damage to our reputation. Such
interruptions may adversely impact our ability to meet client demands, target revenue, and negatively affect our
financial results.

36. Our business is dependent on reliable maritime and waterway transport infrastructure. Disruptions or delays
caused by weather, port congestion, regulatory issues, or other factors could delay deliveries, increase costs,
and negatively impact our reputation and financial performance.

Our Company’s business operations rely extensively on the reliability and efficiency of maritime and waterway
transport infrastructure for the movement and delivery of recyclable paper from the foreign yards to our customers
i.e., the Indian Paper Mills. Any disruptions or delays arising from adverse weather conditions, port congestions,
regulatory inspections, labour disputes, vessel breakdowns, or other unforeseen factors beyond our control could
lead to significant delays in deliveries, increased operational costs, and damage or loss of cargo during transit.

Such interruptions may impair our ability to fulfil customer orders in a timely manner, resulting in loss of customer
confidence. Prolonged disruptions may negatively affect our market reputation and diminish our competitive
position. Additionally, we may be held liable for compensation claims arising from damaged or delayed
shipments. Given our dependence on third-party maritime logistics providers and external infrastructure, the risk
of supply chain interruptions poses a material threat to our operational continuity, revenue generation, and overall
financial performance. However, our company has not faced any of such instance in the past, while we cannot
ensure it may not happen in future.

37. Our Company have made certain delayed filings with respect to provisions of the GST Act, Income Tax
Act, and other applicable laws in the last 5 Years.

Our Company has made non-compliances with certain provisions including lapsed/ made delay in certain filings
and/or erroneous filing/ non-filing of e-forms under applicable acts to it in the last 5 years. However, we have
paid the due amount along with interest to comply with the provisions of the law. Such non-compliances/delay
Compliances/ erroneous filing/ non-registration may incur the penalties or liabilities which may affect the results
of operations and financial conditions of the company in near future. The details of late filings in past years are
given below:

Delayed
Financial Return Return
Particulars Due Date Filing date number of
Year Month Type
days
Provident Funds August 15, August 16,
2024-25 July ECR 1.00
Act, 1925 2024 2024
Provident Funds September 15, September
2024-25 August ECR 3.00
Act, 1925 2024 18, 2024
Employees' State May 16,
2024-25 April ESIC May 15, 2024 1.00
Insurance Act, 1948 2024
Employees' State August 15, August 16,
2024-25 July ESIC 1.00
Insurance Act, 1948 2024 2024
Employees' State September 15, September
2024-25 August ESIC 3.00
Insurance Act, 1948 2024 18, 2024
Goods and Service GSTR- May 21,
2024-25 April May 20, 2024 1.00
Tax Act, 2017 3B 2024

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 Goods and Service GSTR- April 19,
2022-23 March April 11, 2023 8.00
Tax Act, 2017 1 2023
Income Tax Act, June and AdvancSeptember 15, Not paid More than 6
1961 2024-25 September e Tax 2024 Months
2024
*As certified by Auditor, M/s NKSC & Co., Chartered Accountants, by way of their certificate dated July 09, 2025.

The reasons for such delay were attributable to the operational issue, such as website glitch or change in respective
online portal. Further, the Company is taking mitigation steps to address and reduce these delays such as:

1. Training and development sessions for the staff.

2. Prior planning and preparing compliance calendar.
3. Collaboration with professionals, wherever required.

Although the company has implemented such measures, we cannot assure you that we will not face any such
similar situations in near future. Further, there can be situations where such delays are beyond the control of the
company. In that case, even the mitigation steps mentioned above may not be effective and company might have
to face any notice or legal action and leading to fine and penalties.

38. Our Company has made certain delays in compliance with certain statutory provisions of the Companies
Act, 2013. Such delayed filings may attract penalties and prosecution against the Company and its directors
which could impact the financial position of the Company to that extent.

Our Company have made certain delayed filings in the previous five years. The details of delayed filings are given
as follows:
S. No. Particulars Due Date Delayed days Filing date
1. Form AOC-4 29-12-2021 58 25-02-2022
2. Form MGT-7A 28-01-2022 68 06-04-2022
3. Form ADT-1 21-08-2022 71 31-10-2022
4. Form ADT-1 14-10-2022 33 16-11-2022
5. Form AOC-4 29-10-2022 9 07-11-2022
6. Form AOC - 4 CFS 29-10-2022 9 07-11-2022
7. Form MGT-7 28-11-2022 8 06-12-2022
8. Form DPT-3 30-06-2023 69 07-09-2023
9. Form AOC-4 29-10-2023 20 18-11-2023
10. Form MGT-7 28-11-2023 100 07-03-2024
11. Form AOC - 4 CFS 29-10-2023 121 27-02-2024
12. Form AOC-4 29-10-2024 93 30-01-2025
13. Form AOC - 4 CFS 29-10-2024 195 12-05-2025
14. Form MGT-7 28-11-2024 164 11-05-2025
15. Form MGT-14 29-03-2025 54 22-05-2025
16. Form MGT-14 29-05-2025 13 11-06-2025
*As certified by M/s Shubham Sinha & Associates, Practicing Company Secretaries. dated July 11, 2025

There may be recurrences of similar discrepancies in the future that could subject our company to penal
consequences under applicable laws. Any such action may adversely impact our business, reputation, and results
of operation.

Page 53 of 447
 Reason for delays: The delays were primarily attributable to the absence of a dedicated compliance officer in the
company. To address these issues, our company has taken proactive steps by appointing a dedicated compliance
officer. Ms. Richa Anand was appointed as the company secretary and compliance officer on January 07, 2025,
to rectify instances of non-compliance and delay filings.

Further, the limited availability of resources at that time resulted in certain compliances being inadvertently
overlooked. Our company acknowledge these shortcomings and are actively addressing them to ensure that such
delays do not occur in the future.

We regret the delay and assure you of our continued efforts to maintain full compliance in the future by mitigating
and taking steps to address and reduce these delays such as:

1. Training and development sessions for the staff.

2. Collaboration with tax consultants and legal advisors, wherever required.

39. Certain Agreements, deeds or licenses and certificates may be in the previous name of the company, we have
to update the name of our company in all the statutory approvals and certificates due to the conversion of
our Company.

Our certain agreements, deeds or licenses and certificates may be in the name of the erstwhile name “Exim Routes
Private Limited” and we would require to update all of them and we have initiated the process to update them all.
However, we cannot guarantee that we will be able to update all these in a timely manner and in case of failure to
do so, it may affect our company’s business and operations. Further, we may also face legal and financial
complications, increased compliance costs, which may have an adverse effect on our company’s financial
condition and performance.

40. Fluctuation of Interest rate may adversely affect the Company’s business.

For meeting our working capital requirement in ordinary course of our business, we have or may enter into certain
borrowing agreements to meet those requirements. In the event interest rates increase, the cost of borrowing will
also be increased, and any fluctuation in the interest rate may have the adverse effect on cash flow and profitability.

For the Financial Year ended March 31, 2025, our Company has total outstanding unsecured borrowings from
banks and financial institutions aggregating to Rs. 460.83 Lakhs as per the certificate issued by M/s NKSC & Co.,
Chartered Accountants, dated, July 09, 2025.

For Further Information, please refer to the chapter titled “Financial Indebtedness” on page 314 of this Draft Red
Herring Prospectus.

On the basis on Consolidated Restated Financial Statements:

Unsecured Loans
(Amount. in Lakhs)
Name of Purpose of loan Loan Rate of Outstanding as on
Tenure
persons/companies Amounts Interest March 31, 2025
Deutsche Bank Working capital 40.00 16.50% 36 Months 40.00
IDFC First Bank Working capital 40.80 16.00% 36 Months 40.26

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 Standard Chartered Working capital
25.00 16.50% 36 Months 17.99
Bank
Moneywise Financial Working capital
30.27 18.25% 21.93
Services Private Limited 36 Months
Tata Capital Limited Working capital 35.23 17.50% 36 Months 35.23
Hero Fincorp Limited Working capital 25.13 18.00% 36 Months 25.09
Poonawalla Fincorp Working capital
30.39 18.00% 36 Months 30.39
Limited
SMFG India Credit Co Working capital
28.19 17.50% 36 Months 28.19
Ltd
Ugro Capital Limited Working capital 35.45 18.00% 36 Months 35.45
Repayable on
Shekhar Shashank Working capital 25.67 Interest Free 25.67
demand
Repayable on
Amit Goel Working capital 34.23 Interest Free 27.39
demand
Krishna Prashad Repayable on
Working capital 7.38 Interest Free 1.85
Kesavan demand
Repayable on
Vinita Katti Working capital 9.23 Interest Free 9.23
demand
Repayable on 72.96
Greenmove Pte Ltd Working capital 83.23 Interest Free
demand
Repayable on
Chhonker Bharti Working capital 27.36 Interest Free 1.19
demand
Repayable on
Anshul Bansal Working capital 15.32 Interest Free 15.33
demand
With in limit-
GBP 14.9% Repayable on
HSBC UK Bank PLC Bank overdraft 32.68
30,000 Exceed limit-
demand
19.5%
Total 460.83

For Further Information, please refer to the chapter titled “Financial Indebtedness” on page 314 of this Draft Red
Herring Prospectus.

41. Our contingent liabilities as disclosed in the restated financial statements could materially affect our
financial condition.

Below are the contingent liabilities, for the financial year ended March 31, 2025, 2024, 2023 as disclosed in our
Restated consolidated Financial Statements in accordance with applicable accounting standards:

Contingent Liabilities:
(Amount in Lakhs)
For the Year For the Year For the Year
Particulars ended March ended March ended March
31, 2025 31, 2024 31, 2023
Corporate guarantees 769.62 435.89

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 Estimated amount of contracts remaining to be executed on
- - 603.00
capital account and not provided for (net of advances)
Total 769.62 435.89 603.00

In the event, that any of these contingent liabilities or a significant proportion of these contingent liabilities
materialize, our future financial condition, result of operations and cash flows may be adversely affected. For
further information about the contingent liabilities, please refer to the chapter titled “Financial Information” on
page 292 of this Draft Red Herring Prospectus.

42. In addition to normal remuneration, other benefits and reimbursement of expenses of some of our directors
and Key Management Personnel who are interested in our Company to the extent of their shareholding and
dividend entitlement in our Company.

Some of our Directors and Key Management Personnel are interested in our Company to the extent of their
shareholding and dividend entitlement in our Company, in addition to normal remuneration or benefits and
reimbursement of expenses. As a result, our directors will continue to exercise significant control over our
Company, including being able to control the composition of our board of directors and determine decisions
requiring simple or special majority voting, and our other Shareholders may be unable to affect the outcome of
such voting. We cannot assure you that our directors or our Key Management Personnel will always exercise their
rights as shareholders to the benefit and best interest of our Company, thereby adversely affecting our business
and results of operations and prospects.

43. Our marketing and advertising activities may not be successful in increasing the popularity of our Company
among customers. If our marketing or advertising initiatives are not effective, this may affect the popularity
of our Company.

Our company is engaged in the manufacturing of chillers and fabrication. In order to increase our reach to the
maximum customers, our marketing and advertising strategies play a vital role. Marketing is a cornerstone for our
company to create awareness, attract and retain users, differentiate themselves in a competitive landscape, and
ensure their offerings meet the ever-evolving needs of the industry. Effective marketing not only leads to business
growth but also contributes to the enhancement of customer satisfaction for our clients.

Our marketing team is led by our promoters, and we rely to a large extent on their management’s experience i.e.,
Mr. Manish Goyal. If senior management leads us to adopt unsuccessful marketing and advertising activities or
initiatives, we may fail to attract and engage new clients. For further information, please refer to the chapter titled
“Our Business” beginning on page no. 198 of this Draft Red Herring Prospectus.

44. Our Company is subject to restrictive covenants under loan and credit facilities, and any breach of any such
restrictive covenants may adversely affect our business operations and cash flows.

Our Company has entered into agreements with lenders for availing debt and credit facilities, which include
various restrictive covenants. These covenants require us to obtain prior approval or consent from lenders before
undertaking certain actions. In the event of any default or breach of these covenants, the lenders may have the
right to demand immediate repayment of the entire outstanding amount, including applicable costs and charges.
There can be no assurance that we will be able to fully comply with all financial or other covenants under these
financing arrangements or obtain the necessary consents to execute business decisions critical for our operations
and growth. Failure to comply with such covenants could result in acceleration of repayment obligations, which
may adversely impact our liquidity, results of operations, and financial condition.

Page 56 of 447
45. The average cost of acquisition of Equity Shares by our Promoters could be lower than the Issue Price

Our Promoters’ average cost of acquisition of Equity Shares in our Company could be lower than the Issue Price
decided by the Company in consultation with the Lead Manager. The details of the number of shares held by each
Promoter and their respective average acquisition cost are as follows:

Name of the Promoter No. of Shares held Average cost of Acquisition (in Rs.)
Mr. Manish Goyal 72,98,012 0.08
Mr. Govind Rai Garg 14,33,280 0.08
*As certified by Auditor, M/s NKSC & Co., Chartered Accountants, by way of their certificate dated July 09, 2025.

For further details regarding average cost of acquisition of Equity Shares by our Promoters in our Company and
build-up of Equity Shares by our Promoters in our Company, for more details, please refer page no. 84 of this
Draft Red Herring Prospectus.

46. We have issued Equity Shares during the last one year at a price that may be below the Issue Price.

We have issued Equity Shares during the last one year at a price that may be below the Issue Price.

Number of
Face Value Issue Price Nature of
Date of Allotment Equity Shares Nature of allotment
(Rs.) (Rs.) Consideration
allotted
July 17, 2024 9,00,000 10/- N.A. N.A. Bonus Issue
July 25, 2024 93,600 10/- 640 Cash Private Placement
July 31, 2024 54,68,000 10/- N.A. N.A. Bonus Issue
January 07, 2025 6,59,200 *5/- 76.20 Cash Private Placement
* Pursuant to the resolution passed by the Board of Directors, and the special resolution passed by the shareholders of the
Company at the Extraordinary General Meeting at their respective meetings held on 7 August 2024, existing face value per
equity share in the Authorized Share Capital and paid – up capital of the Company was sub-divided from INR 10 per equity
share to INR 5/- per Equity Share.

For more information regarding the equity shares issued, please refer to the chapter titled “Capital Structure” on
page 84 of the Draft Red Herring Prospectus.

47. Our ability to pay dividends in the future will depend on our earnings, financial condition, cash flows, and
other factors, and there is no assurance of dividend payments

Our Company’s ability to declare and pay dividends in the future will depend on various factors, including our
future earnings, financial condition, cash flows, working capital requirements, capital expenditures, and other
relevant considerations. To date, our Company has not declared or paid any dividends. Any future dividend
payments, if made, will be contingent upon the availability of sufficient distributable profits and the discretion of
our Board of Directors. Additionally, future financing arrangements or debt covenants may impose restrictions on
our ability to declare or pay dividends, which could further limit returns to shareholders. Therefore, there can be
no assurance that we will declare dividends or that any dividends declared will be consistent or sufficient to
provide a return on investment.

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48. Our Company has not appointed a monitoring agency to monitor the utilization of issue proceeds in
compliance with SEBI Regulations.

In accordance with the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended, the
appointment of a monitoring agency is mandated only for public issues exceeding ₹50 Crores in size. As our Issue
size is below this threshold, we have not appointed any monitoring agency to oversee the utilization of the Issue
proceeds. However, the audit committee of our Board of Directors will be responsible for monitoring the
utilization of the Issue proceeds in compliance with the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Our Company will report any material deviations in the utilization of the Issue proceeds to the
stock exchange and will simultaneously make such deviations or any adverse comments of the audit committee
public.

49. Any variation in the utilization of Net Proceeds as disclosed in this Draft Red Herring Prospectus requires
prior shareholder approval, which may not be obtained timely or at all, potentially affecting business
operations of our Company.

We intend to utilize the Net Proceeds from this Issue primarily for capital expenditure towards development of
ERIS software, purchase of new Office premises, meeting working capital requirements, and general corporate
purposes. Details regarding the objects of the Issue are provided in the chapter titled “Objects of the Issue”
beginning on page 107 of this Draft Red Herring Prospectus. These objects have not been appraised by any bank,
financial institution, or independent agency. Moreover, unforeseen business exigencies arising from competitive,
economic, or other external factors may require us to deviate from the proposed utilization.

Pursuant to the Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018, any variation in the utilization of the Net Proceeds as disclosed in this Draft Red Herring Prospectus will
require prior approval of our shareholders by way of a special resolution. We cannot assure that we will be able
to obtain such approval in a timely manner or at all. Failure or delay in obtaining shareholder approval could
adversely affect our ability to utilize the funds efficiently, thereby impacting our business and operational
performance. Additionally, in the event of any such variation, our Promoters will be required to provide an exit
opportunity to dissenting shareholders at a price and in a manner prescribed by SEBI. This requirement may deter
our Promoters from agreeing to any variation, even if it is in the best interest of the Company. We also cannot
assure that our Promoters will always have adequate resources to fund such an exit. Consequently, we may be
restricted from varying the utilization of the Net Proceeds, including the deployment of any unutilized proceeds,
even if such changes would benefit our Company’s business, financial condition, or results of operations.

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

The funds raised through this Issue are intended to be utilized for the purposes set forth in the chapter titled
“Objects of the Issue” on page 107 of this Draft Red Herring Prospectus. The proposed schedule for
implementation of these objects is based on management’s estimates. However, if there is any delay in the
completion of the Issue or if the implementation of the proposed objects is delayed for any reason, including
factors beyond our control, such delay may adversely impact the timing of realizing benefits from these initiatives.
Such delays could negatively affect our revenues, cash flows, and results of operations.

51. Compliance with public listing requirements and increased regulatory scrutiny may strain our resources and
adversely affect our business operations.

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 Upon becoming a publicly listed company, we will be subject to increased scrutiny by shareholders, regulators,
and the public, which will require us to incur significant additional legal, accounting, corporate governance, and
compliance expenses that we did not face previously. We will be required to adhere to the provisions of the listing
agreements with the stock exchanges, which entail stringent financial controls, timely disclosures, and ongoing
compliance obligations.

Meeting these regulatory and reporting requirements will necessitate substantial allocation of management time,
resources, and supervision, potentially diverting management’s focus from other core business activities.
Additionally, we may need to expand our management team and hire personnel with expertise in public company
governance, accounting, and legal compliance. There can be no assurance that we will be able to recruit or retain
such personnel in a timely manner. Failure to comply with applicable listing requirements or regulatory
obligations could result in penalties, including fines and suspension of trading on the stock exchanges, which may
adversely impact our business reputation, financial condition, and results of operations.

52. Potential Challenges to Profitability and Growth of Our ERIS Platform Subscription Model Due to Market
Competition and Pricing Sensitivity.

Our one of the revenue sources is subscription-based fees from our ERIS platform. However, the profitability and
future growth of this subscription model face significant risks from competitive pressures and market acceptance.
There is a risk that new entrants with more advanced or cost-effective technologies could capture market share by
offering better value propositions, making our ERIS platform less attractive. The technology landscape in our
industry is rapidly evolving, and if we are unable to continuously innovate and differentiate our platform, we may
lose customers to competitors.

Additionally, the pricing of our subscription fees, which reflect the value and costs associated with the platform,
may be perceived as expensive by prospective customers or industry participants. High subscription costs could
limit adoption, slow new customer acquisition, and reduce renewals, especially in price-sensitive market
segments. Therefore, our ability to maintain and grow profitable subscription revenues depends on continuously
enhancing our platform, effectively managing pricing strategies, and responding promptly to competitive threats.
Failure to do so could materially and adversely affect our business, financial condition, and operating results.

53. Our Independent Directors do not possess educational qualifications relevant to our business operations,
which may affect their ability to provide effective oversight.

Our Company operates as an intermediary in cross-border trading, facilitating transactions between foreign yards
and Indian paper mills, primarily in the supply chain paper sector. This business involves complex regulatory,
operational, and market-specific challenges unique to our industry. However, our Independent Directors do not
have direct educational qualifications or industry experience specifically related to our business. This lack of
specialized knowledge may limit their ability to effectively oversee the unique risks and complexities of our
operations, potentially impacting the quality of governance and strategic decision-making. We cannot assure
investors that this lack of specialized educational background will not have an adverse effect on the governance,
management decisions, or operational performance of the Company or challenges in ensuring robust governance
and risk oversight.

For further details, please refer to the section titled “Our Management” on page 249 of this Draft Red Herring
Prospectus.

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54. This Draft Red Herring Prospectus contains information from third parties, including an industry report
prepared by an independent third-party research agency, Dun & Bradstreet Information Services India
Private Limited (“D&B”), which we have commissioned and paid for purposes of confirming our
understanding of the industry exclusively in connection with the Offer.

This Draft Red Herring Prospectus includes industry and market information sourced from third-party reports,
including an industry report prepared by Dun & Bradstreet dated June 03, 2025, which we commissioned to
confirm our understanding of the recyclable paper industry in connection with this Offer. The report provides
detailed insights into the global and domestic paper products market, intermediary services, and related sectors
pertinent to our business. The D&B report utilizes specific methodologies for market sizing, forecasting, and
analysis, which may result in figures and estimates that differ from our internal records and operational data.
Given the extensive nature of the report, only selected excerpts are included in this Draft Red Herring Prospectus,
and the full report has not been reproduced herein. Investors should consider the disclosures related to the industry
in this context.

Industry data and third-party publications generally rely on information available as of specific dates and often
include estimates, projections, and assumptions subject to inherent uncertainties. Variations in data collection
methods or discrepancies between published data and actual market practices may lead to inconsistencies or
inaccuracies. Furthermore, the information presented may not be directly comparable with statistics from other
economies or industries and should not be relied upon excessively. Actual market conditions and results may
materially differ from those disclosed. Accordingly, investors are advised not to place undue reliance on this
industry information when making investment decisions related to this Issue.

Neither our Company nor the Book Running Lead Managers (BRLMs) have any financial or business relationship
with D&B other than the commissioned engagement. For additional details, please refer to the section titled “Our
Industry” on page 138 of this Draft Red Herring Prospectus.

This space has been left blank intentionally.

Page 60 of 447
External Risk Factors

55. Any changes in the regulatory framework, including those related to wastepaper, could adversely affect our
operations and growth prospects.

Our Company is subject to various regulations and policies, both domestically and internationally, that govern our
operations. For details, see the section titled “Key Industry Regulations and Policies” beginning on page no. 229
of this Draft Red Herring Prospectus. Our business and prospects could be materially adversely affected by
changes in any of these regulations and policies, including the introduction of new laws, policies, or regulations,
or changes in the interpretation or application of existing laws, policies, and regulations. Specifically, any future
regulations or legislation concerning the import, export, or trade of wastepaper, whether in India or in the
jurisdictions where our subsidiaries operate, could present a significant risk to our business model. The
enforcement of stricter environmental laws or trade restrictions in either India or our international markets could
limit or restrict the operations of our Company and its subsidiaries, potentially hindering our ability to source and
supply recyclable paper as part of our cross-border supply chain. Furthermore, the introduction of stricter waste
management, recycling, or customs regulations in the countries where our subsidiaries operate could lead to
compliance challenges or additional costs, directly impacting our ability to maintain smooth and efficient
operations. These potential regulatory shifts could have a material adverse effect on our business, financial
condition, and results of operations, and may hinder our long-term growth prospects.

56. Our International group operations expose us to complex management, foreign currency, legal, tax, and
economic risks, which could have a materially adverse effect on our business, financial condition, and
results of operations.

Our company operates a cross-border business model, with subsidiaries in multiple countries, including the United
States, Singapore, United Kingdom, Germany and South Africa. These subsidiaries are integral to the company’s
operations, playing a pivotal role in sourcing recyclable paper globally and facilitating its supply to Indian paper
mills. As a result of our expanding international operations, we are subject to a range of risks inherent in
conducting business in multiple countries, including but not limited to:

i. Cost Structure and Operational Expenses: Our global operations involve managing a complex cost
structure, which includes expenses related to international logistics, procurement, and the coordination of
operations across different regions. This includes freight costs, customs duties, and local operational
expenses incurred by our subsidiaries. Additionally, managing the personnel costs across various countries,
especially in regions with high labour costs or stringent employment laws, adds another layer of complexity.
Any increase in these costs or inefficiencies in managing them could adversely affect our profitability.

ii. Foreign Currency and Exchange Rate Risks: As our company operates internationally, our Company is
exposed to fluctuations in currency exchange rates, particularly between the Indian Rupee and other
currencies such as the US Dollar, Euro, and British Pound. This includes the risk of unfavourable currency
movements that could increase the cost of procurement from international suppliers or reduce the revenue
from global sales when converted into INR. Furthermore, any sudden and significant depreciation of the
Indian Rupee against major currencies could negatively affect the company’s profitability and its margins.

The complexity and constant evolution of international markets, combined with the risks associated with
managing diverse operations across multiple jurisdictions, could materially impact our business routes. Adverse
regulatory changes, higher-than-expected operational costs, difficulties in managing foreign subsidiaries, and
exposure to currency fluctuations are risks that could harm the company’s financial performance, operational

Page 61 of 447
 efficiency, and growth prospects. To mitigate these risks, our company continuously adapts its business model,
ensures compliance with international laws, and effectively manages the operational and financial dynamics of its
global operations.

57. Risk of adverse impacts from natural disasters, pandemic crises, political instability, and other external
events.

Our business operations are vulnerable to various unforeseen events, including natural disasters, fires, epidemics,
pandemics, acts of war, civil unrest, and other crises, many of which are beyond our control. These events have
the potential to disrupt our operations, significantly impact our financial performance, and cause material damage
to our assets, inventory, and infrastructure.

Natural disasters such as typhoons, floods, earthquakes, or extreme weather conditions could damage our property
and inventory, reduce productivity, and potentially lead to operational suspensions or the evacuation of personnel.
Similarly, events like fires, civil unrest, or acts of terrorism could also result in physical harm to our facilities or
supply chain disruptions, harming our ability to maintain regular business activities. Also, the ongoing threat of
pandemics, as evidenced by the global impact of COVID-19, poses significant risks to both the Indian economy
and the broader global economy. Past outbreaks of diseases including COVID-19 pandemic, have shown the
potential to destabilize the economy, disrupt supply chains, and significantly affect consumer demand. A
resurgence of COVID-19 or the emergence of future pandemics could have severe consequences on business
operations, market confidence, and economic activity, directly affecting our company’s performance and the value
of our Equity Shares.

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

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

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

Our Company is subject to external risks arising from global economic, political, and social conditions that are
beyond the company’s control. These factors can influence market conditions, investor sentiment, and the broader
economic environment, all of which have the potential to adversely affect our business operations, financial
performance, and stock price.

The global economy is increasingly interconnected, and as a result, economic instability in other countries,
especially emerging markets in Asia, can have a direct impact on the Indian financial markets and economy. For
instance, developments such as the recent outbreak of COVID-19, the Russia-Ukraine war, and the ongoing Israel-
Gaza conflict have significantly disrupted global financial markets, creating widespread volatility. Any further
instability in global financial systems or the perception of such risks could result in a loss of investor confidence

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 and increased volatility in Indian financial markets. Such disruptions may affect the availability of capital, leading
to higher costs of borrowing and reduced liquidity for businesses, including our company.

60. Taxes and other levies imposed by the Government of India or other State Governments, as well as other
financial policies and regulations, may have a material adverse impact on our business, financial condition
and results of operations.

Changes in the operating environment, including shifts in tax laws, may affect the calculation of our tax liabilities
for any given year. The taxes and levies imposed by the Government of India on our industry, including Income
Tax, Goods and Services Tax (GST), and other duties or surcharges, are subject to periodic changes. The Indian
tax framework is complex and can be amended over time. Any unfavorable changes to these taxes could negatively
impact our competitive position and profitability. We cannot guarantee that the Government of India will not
introduce new regulations or policies that require us to obtain additional approvals and licenses or impose stringent
conditions on our operations. Such changes, along with any related uncertainties regarding their applicability,
interpretation, or enforcement, may have a significant adverse effect on our business, financial condition, and
operational results. Moreover, we may incur additional costs to comply with new regulations, which could further
harm our financial performance. We are also subject to these risks in our overseas operations, with the specific
impact varying by country. Unfavourable changes to laws and regulations could expose us to additional liabilities,
potentially affecting our financial results. Furthermore, alterations to capital gains tax or taxes on capital market
transactions could influence investor returns.

61. The ability of Indian companies to raise foreign capital may be constrained by Indian law.

As an Indian Company, we are subject to exchange controls that regulate borrowing in foreign currencies,
including those specified under FEMA. Such regulatory restrictions limit our financing sources for our projects
under development and hence could constrain our ability to obtain financing on competitive terms and refinance
existing indebtedness. In addition, we cannot assure you that the required approvals will be granted to us without
onerous conditions, or at all. Limitations on foreign debt may adversely affect our business growth, results of
operations and financial condition.

In terms of Press Note 3 of 2020, dated April 17, 2020, issued by the Department for Promotion of Industry and
Internal Trade (“DPIIT”), the foreign direct investment policy has been recently 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 (‘GoI’). 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 GoI. Furthermore, on 22 April 2020, the Ministry of Finance, GoI has also made
similar amendment to the FEMA Rules. While the term “beneficial owner” is defined under the Prevention of
Money-Laundering (Maintenance of Records) Rules, 2005 and the General Financial Rules, 2017, neither the
foreign direct investment policy nor the FEMA Rules provide a definition of the term “beneficial owner”. The
interpretation of “beneficial owner” and enforcement of this regulatory change involves certain uncertainties,
which may have an adverse effect on our ability to raise foreign capital. Further, there is uncertainty regarding the
timeline within which the said approval from the GoI may be obtained, if at all.

Page 63 of 447
62. Exchange rate fluctuations with our foreign subsidiaries, could adversely impact our company’s revenue,
costs, and profitability.

Our Company’s financial statements are presented in Indian Rupees (INR); however, some portion of our revenue
and expenditure is in foreign currencies, especially through our foreign subsidiaries. These subsidiaries, based in
jurisdictions such as United Kingdom, United States, Singapore and South Africa conduct operations in foreign
currencies, and their revenues and costs are subject to fluctuations in exchange rates between the Indian Rupee
and other currencies.

As we source recyclable paper globally and trade with customers and suppliers in multiple countries, changes in
exchange rates between the Indian Rupee and these foreign currencies can significantly affect our business. The
appreciation or depreciation of the Indian Rupee against foreign currencies may increase the cost of goods sold
or reduce the profitability of transactions, as the value of revenues earned by our foreign subsidiaries may fluctuate
when converted into Indian Rupees. Given the increasing contribution of our international subsidiaries to overall
revenue and profitability, exchange rate volatility poses a material risk to our financial results, potentially affecting
our operational costs, profit margins, and overall growth prospects.

63. Risk of Non-Compliance with Environmental, Social, and Governance (ESG) Standards and Its Impact on
the Company’s Reputation and Operations.

As our company operates within the recycling and logistics sectors, it is subject to growing pressure from
stakeholders, including investors, customers, regulators, and the public, to align its operations with
Environmental, Social, and Governance (ESG) standards. Failing to adequately address ESG concerns could pose
significant reputational and financial risks for the company.

Given our core business in sourcing and trading recyclable paper, we are exposed to risks arising from potential
non-compliance with environmental laws, including waste management. Such non-compliance may result in
penalties, operational restrictions, or delays, which could disrupt our supply chain and adversely affect our
financial performance. Additionally, as global awareness of climate change increases, regulatory requirements
related to waste management and sustainability practices are becoming more stringent. Our company is obligated
to ensure that its operations, particularly in sourcing recyclable materials and logistics, comply with international
environmental standards. Non-compliance with these regulations, such as improper waste disposal or the failure
to meet sustainability targets, could lead to legal penalties, disruptions in business operations, and a loss of
customer trust, especially given the increasing demand for eco-conscious businesses.

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

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

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

Page 64 of 447
 Prior to the issue, there has been no public market for the Equity Shares, and an active trading market on the
Indian Stock Exchanges may not develop or be sustained after the Issue. Listing and quotation do not guarantee
that a market for the Equity Shares will develop, or if developed, there will be liquidity of such market for the
Equity Shares. The Issue Price of the Equity Shares may bear no relationship to the market price of the Equity
Shares after the Issue. The market price of the Equity Shares after the Issue can be volatile as a result of several
factors beyond our control, including volatility in the Indian and global securities markets, our results of
operations, the performance of our competitors, developments in the Indian and global machine tools industry,
changing perceptions in the market about investments in this sector in India, investor perceptions of our future
performance, adverse media reports about us or our sector, changes in the estimates of our performance or
recommendations by financial analysts, significant developments in India’s economic liberalisation and
deregulation policies, and significant developments in India’s fiscal regulations.

In addition, the Stock Exchanges may experience significant price and volume fluctuations, which may have a
material adverse effect on the market price of the Equity Shares. General or industry-specific market conditions
or stock performance or domestic or international macroeconomic and geopolitical factors unrelated to our
performance may also affect the price of the Equity Shares. In particular, the stock market as a whole in the past
has experienced extreme price and volume fluctuations that have affected the market price of many companies in
ways that may have been unrelated to the companies’ operating performances. For these reasons, investors should
not rely on recent trends to predict future share prices, results of operations or cash flow and financial condition.

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

Foreign ownership of Indian securities is subject to stringent government regulations under the Foreign Exchange
Management Act (FEMA) and rules prescribed by the Reserve Bank of India (RBI). Currently, transfers of equity
shares between resident and non-resident investors are generally permitted, subject to compliance with prescribed
pricing guidelines, reporting requirements, and sectoral caps. However, any transfer of shares that does not
conform to RBI’s pricing norms or reporting obligations, or that falls within restricted sectors, requires prior RBI
approval. Additionally, foreign investors repatriating proceeds from the sale of shares in India must obtain no-
objection certificates or tax clearance from the Income Tax Department. There is no guarantee that such approvals
or clearances will be granted promptly or at all.

Failure to obtain the necessary regulatory approvals or clearances could result in transaction delays, restrictions
on transferability, or complications in repatriating investment proceeds. These restrictions could adversely impact
the liquidity, marketability, and price of the Company’s equity shares. Moreover, any changes or tightening in
foreign investment policies by the Government of India or regulatory authorities could further limit foreign
investment flows into the Company and negatively affect its valuation in the market.

67. 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. Any gain realised on the sale of listed equity shares on a
stock exchange held for more than 12 months will be subject to long term capital gains in India at the specified
rates depending on certain factors, such as whether the sale is undertaken on or off the stock exchanges, the
quantum of gains and any available treaty exemption. Accordingly, you may be subject to payment of long-term
capital gains tax in India, in addition to payment of Securities Transaction Tax (“STT”), on the sale of any Equity
Shares held for more than 12 months. STT will be levied on and collected by a domestic 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

Page 65 of 447
 months or less will be subject to short-term capital gains tax in India. Capital gains arising from the sale of the
Equity Shares will 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. Additionally, the
Finance Act, 2020 ("Finance Act") does not require dividend distribution tax ("DDT") to be payable in respect of
dividends declared, distributed or paid by a domestic company after March 31, 2020, and accordingly, such
dividends would not be exempt in the hands of the shareholders, both resident as well as non-resident.

68. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Applications (in terms of
quantity of Equity Shares or the Application Amount) at any stage after submitting a Bid.

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

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 SECTION IV- INTRODUCTION

THE ISSUE

Particulars Details of Number of Shares

Issue of Equity Shares by our Company Up to 49,69,600 Equity Shares of face value of Rs.5/- each fully paid-
up for cash at price of Rs. [●]/- per Equity Share aggregating to Rs.
[●] Lakh.
Reserved for Market Makers Up to 2,49,600 Equity Shares of face value of Rs.5/- each fully paid-
up for cash at price of Rs. [●]/- per Equity Share aggregating to Rs.
[●] Lakh.
Net Issue to the Public Up to 47,20,000 Equity Shares of face value of Rs.5/- each fully paid-
upfor cash at price of Rs. [●]/- per Equity Share aggregating to Rs.
[●] Lakh.
Of which:
A. QIB portion ** Not more than [●] Equity Shares
Of which
(a) Anchor Investor Portion Upto [●] Equity Shares of face value of Rs.5/- each fully paid-up for
cash at price of Rs. [●] /- per Equity Share aggregating to Rs. [●] Lakhs
(b) Net QIB Portion (assuming the Upto [●] Equity Shares of face value of Rs.5/- each fully paid-up for
anchor Investor Portion is fully cash at price of Rs. [●] /- per Equity Share aggregating to Rs. [●] Lakhs
subscribed)
Of which:
(i) Available for allocation to Mutual Upto [●] Equity Shares of face value of Rs.5/- each fully paid-up for
Funds only (5% of the Net QIB Portion) cash at price of Rs. [●] /- per Equity Share aggregating to Rs. [●] Lakhs
(ii) Balance of QIB Portion for all QIBs Upto [●] Equity Shares of face value of Rs.5/- each fully paid-up for
including Mutual Funds cash at price of Rs. [●] /- per Equity Share aggregating to Rs. [●] Lakhs
**
B. Non – institutional portion Not Less than [●] Equity Shares of face value of Rs.5/- each fully paid-
up for cash at price of Rs. [●] /- per Equity Share aggregating to Rs.
[●] Lakhs
Of which:
(a) one third of the portion available to Up to [●] Equity Shares of face value Rs. 5/ - each
non-institutional investors shall be
reserved for applicants with application
size of more than two lots and up to
such lots equivalent to not more than
₹10 lakhs;
(b) two third of the portion available to Up to [●] Equity Shares of face value Rs. 5/ - each
non-institutional investors shall be
reserved for applicants with application
size of more than ₹10 lakhs
C. Individual Investor portion who Not Less than [●] Equity Shares of face value of Rs.5/- each fully paid-
applies for minimum application size up for cash at price of Rs. [●] /- per Equity Share aggregating to Rs.
[●] Lakhs
Pre-and Post-Issue Equity Shares:
Equity Shares outstanding prior to the 1,37,82,400 Equity Shares of Rs.5/- each
Issue

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 Equity Shares outstanding after the 1,87,52,000 Equity Shares of Rs.5/- each
Issue
Use of Proceeds Please see the chapter titled “Objects of the issue” on page 107 of this
Draft Red Herring Prospectus for information about the use of Net
Proceeds.

Notes:
(1) This Issue is being made in terms of Chapter IX of the SEBI ICDR Regulations and accordance with Rule
19(2)(b) of the SCRR.
(2) The Issue has been authorized pursuant to a resolution of our Board dated May 19, 2025, and by special
resolution passed under 62(1)(c) of the Companies Act, 2013 at an Extra-Ordinary General Meeting of our
shareholders held on May 23, 2025.
(3) Our company, in consultation with the BRLM, shall allocate at least 5% of the Issue to the Designated Market
Maker under the Market Maker Reservation Portion as per Regulation 261(4) of the SEBI ICDR Regulations.
(4) The allocation in the Net Issue to the public shall be made as per Regulation 253(1) and 253(2) of the SEBI
ICDR Regulations.
(5) Our Company in consultation with the BRLM, may allocate up to 60% of the QIB Portion to Anchor Investors
on a discretionary basis. The QIB Portion will accordingly be reduced for the Equity Shares allocated to
Anchor Investors.

One-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds, subject to valid Bids
being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of
undersubscription in the Anchor Investor Portion, the remaining Equity Shares shall be added to the Net QIB
Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to
Mutual Funds only and the remainder of the Net QIB Portion shall be available for allocation on a
proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject to valid
Bids being received at or above the Issue Price. In the event the aggregate demand from Mutual Funds is less
than as specified above, the balance Equity Shares available for Allotment in the Mutual Fund Portion will be
added to the QIB Portion and allocated proportionately to the QIB Bidders (other than Anchor Investors) in
proportion to their Bids. For details, see “Issue Procedure” on page 357.

(6) Under-subscription, if any, in the QIB Portion would not be allowed to be met with spill-over from other
categories or a combination of categories. Subject to valid Bids being received at or above the Issue Price,
under-subscription, if any, in any category except the QIB Portion, would be allowed to be met with spill over
from any other category or combination of categories, as applicable, at the discretion of our Company, in
consultation with the BRLM and the Designated Stock Exchange.
(7) Allocation to all categories, except Anchor Investors, if any, Non-Institutional Bidders and Individual Bidders,
shall be made on a proportionate basis, subject to valid Bids received at or above the Issue Price. The allocation
to each Individual Bidder shall not be less than the minimum Bid Lot, subject to availability of Equity Shares
in the Individual Portion and the remaining available Equity Shares, if any, shall be allocated on a
proportionate basis. Further, not less than 15% of the Net Issue shall be available for allocation to Non-
Institutional Bidders (“Non-Institutional Portion”) on a proportionate basis to Non-Institutional Bidders out
of which (a) one third of the portion available to non-institutional investors shall be reserved for applicants
with application size of more than two lots and up to such lots equivalent to not more than ₹10 lakhs; (b) two
third of the portion available to non-institutional investors shall be reserved for applicants with application
size of more than ₹10 lakhs Provided that the unsubscribed portion in either of the sub-categories specified in
clauses (a) or (b), may be allocated to applicants in the other sub-category of noninstitutional investors. For
details, see “Issue Procedure” on page 357.

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(8) SEBI through its circular SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, has prescribed that all
individual Bidders applying in initial public offerings opening on or after May 1, 2022, where the Bid amount
is up to ₹ 5,00,000 shall use UPI. UPI Bidders using the UPI Mechanism, shall provide their UPI ID in the Bid
cum Application Form for Bidding through Registered Brokers, RTAs or CDPs, or online using the facility of
linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers.
(9) SEBI through the notification no. SEBI/LAD-NRO/GN/2025/233 - SEBI ICDR (Amendment) Regulations, 2025
dated March 03, 2025 effective from the date of their publication in official gazette, has prescribed the
allocation to each Individual Investors which shall not be less than minimum application size applied by such
individual investors and Subject to the availability of shares in non-institutional investors’ category, the
allotment to Non- Institutional Investors shall be more than two lots which shall not be less than the minimum
application size in the Non-Institutional Category and the remaining available Equity Shares, if any, shall be
allocated on a proportionate basis. For details, including in relation to grounds for rejection of Bids, refer to
“Issue Structure” and “Issue Procedure” on pages 394 and 357, respectively. For details of the terms of the
Issue, see “Terms of the Issue” on page 347.

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 SUMMARY OF OUR FINANCIAL INFORMATION
CONSOLIDATED FINANCIAL STATEMENT OF ASSETS AND LIABILITIES AS RESTATED
(Amount in Lakhs)
For the Year ended
Particulars Annexure March 31, March 31, March 31,
2025 2024 2023
Equity and Liabilities
Shareholders' funds
Share capital 3 689.12 10.00 10.00
Reserves and surplus 4 1,441.33 357.61 52.88
2,130.45 367.61 62.88
Minority Interest 5 214.72 133.66 -
2,345.17 501.27 62.88
Non-current liabilities
Long-term borrowings 6 188.54 72.48 -
Long-term provisions 7 21.57 11.14 11.26
210.11 83.62 11.26
Current liabilities
Short-term borrowings 8 272.29 373.34 285.54
Trade payables 9
- total outstanding dues of micro enterprises and
13.86 - -
small enterprises
- total outstanding dues of creditors other than
1,544.05 963.58 246.59
micro enterprises and small enterprises
Other current liabilities 10 127.14 77.20 53.57
Short-term provisions 11 249.67 53.97 2.99
2,207.01 1,468.09 588.69
Total Equity and Liabilities 4,762.29 2,052.98 662.83
Assets
Non Current assets
Property, plant and equipment 12 17.19 99.37 37.91
Intangible assets 12(A) 0.67 0.10 -
Intangible assets under development 13 489.81 16.30 -
Goodwill 14 17.61 17.61 -
Deferred tax asset (net) 15 13.80 7.12 5.95
Other non-current assets 16 4.06 2.10 12.10
543.14 142.60 55.96
Current assets
Inventories 17 18.91 12.84 12.84
Trade receivables 18 3,271.90 1,684.75 392.42
Cash and bank balances 19 238.09 57.44 52.28
Short-term loans and advances 20 684.56 155.16 149.33
Other current assets 21 5.69 0.19 -
4,219.15 1,910.38 606.87
Total Assets 4,762.29 2,052.98 662.83

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 CONSOLIDATED FINANCIAL STATEMENT OF PROFIT AND LOSS AS RESTATED
(Amount in Lakhs)
Financial Year ended
Particulars Annexure March 31, March 31, March 31,
2025 2024 2023
Income
Revenue from operations 22 12,066.99 7,185.90 3,644.58
Other income 23 31.95 53.09 1.71
Total Income 12,098.94 7,238.99 3,646.29
Expenses
Purchase of stock-in-trade 24 9,749.30 5,957.70 1,916.32
Change in inventory of stock-in-trade 25 (18.91) - 1.37
Cost of services 26 904.65 308.43 1,232.59
Employee benefits expense 27 203.96 279.95 270.52
Finance cost 28 24.17 3.34 1.25
Depreciation and amortisation expense 29 24.29 24.28 14.80
Other expenses 30 233.29 181.82 160.16
Total Expenses 11,120.75 6,755.52 3,597.01
Profit before exceptional items, extraordinary
978.19 483.47 49.28
item and tax
Profit before tax 978.19 483.47 49.28
Tax expense
- Current tax 228.59 64.31 16.06
- Deferred tax (6.68) (1.17) (4.27)
Total tax expense 221.91 63.14 11.79
Profit after tax 756.28 420.33 37.49
Profit after tax attributable to:
Owners of Holding company 675.22 304.73 37.49
Minority interest 81.06 115.60 -
756.28 420.33 37.49
Earnings per equity share (face value of ₹ 5
31
each, previous year: ₹ 10):
- Basic and Diluted earnings per share before
5.23 304.73 37.49
issue of bonus issue(in ₹)
'- Basic and Diluted earnings per share after
5.23 2.54 0.31
issue of bonus issue(in ₹)

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CONSOLIDATED FINANCIAL STATEMENT OF CASH FLOW STATEMENTAS RESTATED
(Amount in Lakhs)
Financial Year ended
Particulars March 31, March 31, March 31,
2025 2024 2023
A. Cash flow from operating activities
Restated Profit before tax 978.19 483.47 49.28
Adjustments for:
Depreciation and amortisation expenses 24.29 24.28 1.13
Profit on sale of property, plant and equipment (0.42) - -
Property, plant and equipment written off 2.11 - -
Bad debts - 9.64 14.36
Interest income (7.07) - (1.00)
Asset written off 0.13 - -
Trade payables written back (1.97) (51.82) -
Inventory written off 12.84 - -
Finance costs 24.17 3.34 1.25
Unrealised foreign exchange gain/(loss) (net) (13.00) (1.22) (0.71)
Operating profit before working capital changes 1,019.27 467.69 64.31
Adjustments for (increase)/decrease in:
Trade receivables (1,574.28) (1,300.76) (305.65)
Inventories (18.91) - 1.37
Short-term loans and advances (529.40) (72.93) 21.26
Other non-current assets (1.96) 10.00 -
Other current assets (5.50) (0.19) 2.85
Adjustments for increase/(decrease) in:
Trade payables 596.29 768.82 175.85
Other current liabilities 48.54 23.63 31.21
Provision for gratuity 12.17 0.36 4.45
Cash generated from/(used in) operations (453.78) (103.38) (4.35)
Less: Taxes paid (net) (34.62) (13.81) (0.87)
Net Cash generated from/(used in) operating activities (488.40) (117.19) (5.22)
B. Cash flow from investing activities
Purchase/sale of property, plant & equipment, intangible
(417.89) (35.04) (82.08)
assets, capital work in progress and capital advance (net)
Interest received 7.07 - 1.00
Goodwill - (17.61) -
Net cash used in investing activities (410.82) (52.65) (81.08)
C. Cash flow from financing activities
Proceeds from issue of share capital including security
1,087.62 - -
premium (net of share issue expense)
Proceeds from long-term borrowings 234.61 100.27 -
(Repayment) of long-term borrowings (60.35) - -
Proceeds/(repayment) from short-term borrowings(net) (159.25) 60.01 138.31
Minority interest - 18.06 -

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Interest paid (17.28) (1.30) (1.25)
Other borrowing costs paid (5.48) (2.04) -
Net cash generated from financing activities 1,079.87 175.00 137.06
Net increase/(decrease) in cash and cash equivalents
180.65 5.16 50.76
(A+B+C)
Cash and cash equivalents at the beginning of the year 57.44 52.28 1.52
Cash and cash equivalents at end of the year 238.09 57.44 52.28

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 GENERAL INFORMATION

Unit No 421, 4th Floor, Suncity Success Tower, Golf Course Extension Road,
Sector 65, Gurugram, Haryana 122101, India
Registered Office Tel: +91 9560271761; Fax: N.A.
E-Mail: [Link]@[Link]
Website: [Link]
Date of Incorporation April 23, 2019
CIN U51909HR2019PLC115525
Company Limited by Shares
Company Category
NCT of Delhi and Haryana
4th Floor, IFCI Tower, 61, Nehru Place New Delhi – 110019
Tel: 011-262357038
Registrar of Companies
E-mail: [Link]@[Link]
Website: [Link]

Ms. Richa Anand

Unit No 421, 4th Floor, Suncity Success Tower, Golf Course Extension Road,
Company Secretary and Sector 65, Gurugram, Haryana 122101, India
Compliance Officer Tel: +91 95602 71761
Email: [Link]@[Link]

Mr. Govind Rai Garg

Unit No 421, 4th Floor, Suncity Success Tower, Golf Course Extension Road,
Sector 65, Gurugram, Haryana 122101, India
Chief Financial Officer Tel: +91 93104 58052
Email: govind@[Link]

Emerge Platform of National Stock Exchange of India Limited

Exchange Plaza, Plot no. C/1, G Block, Bandra- Kurla Complex,
Bandra (E) Mumbai – 400051
Designated StockExchange
Tel No.: 022 – 2659 8100/ 8114
Website: [Link]

Anchor Investor Bid Open on: [●] *

Bid/ Issue Programme
Bid/Issue Opens On: [●] Bid/Issue Closes On: [●]
*Our Company in consultation with the BRLM, may consider participation by Anchor Investors in accordance with
the SEBI ICDR Regulations. The Anchor Investor Bidding Date shall be one working day prior to the Issue Opening
Date.

Note: Applications and any revisions to the same will be accepted only between 10.00 a.m. and 5.00 p.m. (Indian
Standard Time) during the Issue Period at the Application Centres mentioned in the Application Form, or in the
case of ASBA Applicants, at the Designated Bank Branches except that on the Issue Closing Date applications will
be accepted only between 10.00 a.m. and 3.00 p.m. (Indian Standard Time). Applications will be accepted only on
Working Days.

For details in relation to the changes in the registered office of our Company, see “History and Certain Corporate
Matters – Changes in our registered office” on page 242.

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DETAILS OF INTERMEDIARIES PERTAINING TO THIS ISSUE AND OUR COMPANY

Book Running Lead Manager to the Issue Registrar to the Issue

Narnolia Financial Services Limited Maashitla Securities Private Limited

Address: 201, 2nd Floor, Marble Arch, 236 B A.J.C Address: 451, Krishna Apra Business Square, Netaji
Bose Road, Kolkata, West Bengal- 700020, India Subhash Place, Pitampura, Delhi - 110034, India
Tel No.: 03340501500; Tel No.: 011- 47581432
Email: ipo@[Link] Email: [Link]@[Link]
Website: [Link] Website: [Link]
Contact Person: Mr. Rajveer Singh Contact Person: CA Mukul Agrawal
SEBI Registration No. INM000010791 SEBI Registration Number: INR000004370
CIN : U51909WB1995PLC072876 CIN: U67100DL2010PTC208725

Banker to the company Legal Advisor

HSBC India Limited Corporate Professionals Advisors and Advocates

Address: JMD, Regent Square, DLF Phase II, Address: D-28, South Ex., Part-I, New Delhi-110049
Mehrauli Gurgaon Road, 122001 Haryan
Tel No.: +91 9811338826 Tel No.: +91 11406 22200
Contact Person: Sameer Mathur Email ID: legal@[Link]
Email ID: Sameer1mathur@[Link] Contact Person: Adv. Ravi Prakash
Website: [Link]

Statutory/Peer Review Auditors of the Company Market Maker

M/s NKSC & Co.

Address: Unit No. 9, Third Floor, Pearls Omaxe
Tower, Netaji Subhash Palace, Pitampura, Delhi – [●]
110034.
Tel No.: 011 – 4566 0694
Email Id: info@[Link]
Contact Person: Mr. Priyanka Goyal
Membership No.: 521986
Firm Registration No.: 020076N
Peer Review Certificate No.: 014317

Banker to the Issue/Refund Bank/Sponsor Bank Monitoring Agency

[] []

Page 75 of 447
 Underwriter to the issue
[]

DETAILS OF BOARD OF DIRECTORS OF OUR COMPANY

S. N. Name DIN Category Designation Address

House No – 1903, M3M
Latitude, Golf Estate Road,
1. Manish Goyal 08126341 Executive Director & CEO Sector -65, Gurgaon South City
II
Haryana, 122018
I-41, Near Worldmark Sector 65
Ivory Block 1st Floor Emaar
2. Govind Rai Garg 08147346 Executive Director & CFO Emerald Hills, Gurgaon,
Haryana 122101

391 GVG Nagar, Pushpathur,

Vivinprasath
3. 10508294 Executive Director Palani Dindigul, Tamil Nadu-
Devaraj
624618
A1/1, Varun Vihar Apartment,
4. Pallav Singal 03143594 Executive Director
Sector 9, Rohini, Delhi - 110085
House No – 1903, M3M
Latitude, Golf Estate Road,
5. Charu Jora 10060952 Non-Executive Director Sector -65, Gurgaon South City
II
Haryana, 122018
Flat No. 118, Bhagirathi
Independent
6. Komal Goel 10935374 Non-Executive Apartment, Sector-9, Rohini,
Director
Delhi - 110085
House No. 433/15, Ward No. 1,
Independent
7. Mohit Garg 10973264 Non-Executive Shiv Mandir, Old Anaj Mandi,
Director
Hisar, Haryana – 125001
2171-A, 3rd Floor, Gate No. 5,
Mahender Singh Independent
8. 11107875 Non-Executive Green Field Colony, Amarnagar
Tanwar Director
Faridabad, Haryana - 121003

For further details of our directors, please refer chapter titled “Our Management” beginning on page no. 249 of
this Draft Red Herring prospectus.

Investors may contact our Company Secretary and Compliance Officer and/or the Registrar to the Offer, Maashitla
Securities Private Limited and/or the BRLM, i.e., Narnolia Financial Services Limited, in case of any pre-Offer or
post-Offer related problems, such as non-receipt of letters of Allotment, credit of allotted Equity Shares in the
respective beneficiary account, unblocking of amount in ASBA, etc.

All grievances relating to the ASBA process may be addressed to the Registrar to the Issue, with a copy to the
relevant SCSB to whom the Application was submitted (at ASBA Bidding Locations), giving full details such as
name, address of the applicant, number of Equity Shares applied for, Application Amount blocked, ASBA Account

Page 76 of 447
number and the Designated Branch of the relevant SCSBs where the Application was submitted bythe ASBA
Applicants.

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

SELF-CERTIFIED SYNDICATE BANKS

The list of banks that have been notified by SEBI to act as SCSBs for the ASBA process is provided on
[Link] Details relating to
designated branches of SCSBs collecting the bid cum application forms are available at the above-mentioned link.

The list of banks that have been notified by SEBI to act as SCSBs for the UPI process provided on
[Link] The list of Branches of
the SCSBs named by the respective SCSBs to receive deposits of the bid cum application forms from the designated
intermediaries will be available on the website of the SEBI ([Link]) and it’s updated from time to time.

REGISTERED BROKERS

In terms of SEBI circular no. CIR/CFD/14/2012 dated October 4, 2012, Bidders can submit Bid cum Application
Forms in the Offer using the stockbroker’s network of the Stock Exchanges, i.e., through the Registered Brokers at
the Broker Centres. The list of the Registered Brokers, including details such as postal address, telephone number
and e-mail address, is provided on the website of the SEBI ([Link]) and updated from time to time. For
details on Registered Brokers, please refer
[Link]

REGISTRAR TO OFFER AND SHARE TRANSFER AGENTS

In terms of SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, the list of the RTAs
eligible to accept Bid cum Applications forms at the Designated RTA Locations, including details such as address,
telephone number and e-mail address, are provided on the website of the SEBI ([Link]), and updated
from time to time. For details on RTA, please refer
[Link]

COLLECTING DEPOSITORY PARTICIPANTS

In terms of SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, the list of the CDPs
eligible to accept Bid cum Application Forms at the Designated CDP Locations, including details such as name
and contact details, are provided on the website of Stock Exchange. The list of branches of the SCSBs named by
the respective SCSBs to receive deposits of the Bid cum Application Forms from the Designated Intermediaries
will be available on the website of the SEBI ([Link]) on
[Link] and updated from time to time.

Page 77 of 447
STATEMENT OF RESPONSIBILITY OF THE BOOK RUNNING LEAD MANAGER/STATEMENT OF
INTER SE ALLOCATION OF RESPONSIBILITIES

Since Narnolia Financial Services Limited is the sole Book Running Lead Manager (BRLM) to the Offer and all
the responsibilities relating to co-ordination and other activities in relation to the Offer shall be performed by them,
a statement of inter se allocation of responsibilities is not required.

CREDIT RATING

This being an issue of Equity Shares, credit rating is not required.

IPO GRADING

Since the Issue is being made in terms of Chapter IX of SEBI ICDR Regulations, there is no requirement of
appointing an IPO grading agency.

EXPERT OPINION

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

Our Company has received written consent from the Statutory Auditor & Peer Reviewed Auditor namely, M/s
NKSC & Co., Chartered Accountants, to include their name in respect of the reports on the Restated Financial
Statements dated April 29, 2025 and the Statement of Special Tax Benefits dated July 09, 2025 issued by them and
included in this Prospectus, as required under section 26(1)(a)(v) of the Companies Act, 2013 in this Draft Red
Herring Prospectus and as “Expert” as defined under section 2(38) of the Companies Act, 2013 and such consent
has not been withdrawn as on the date of this Draft Red Herring Prospectus.

We have also obtained an industry report titled “Report on Recycling Industry,” dated June 03, 2025 from Dun &
Bradstreet Information Services India Private Limited, with their consent dated June 26, 2025, to include their name
in the Draft Red Herring Prospectus.

Further, M/s Corporate Professionals Advisors and Advocates has given his legal due diligence report, as included
in this Draft Red Herring Prospectus, in relation to the Outstanding Litigations and Material Developments dated
July 16, 2025.

Additionally, a Secretarial Due Diligence Report dated July 11, 2025 from M/s Shubham Sinha & Associates,
Company Secretaries, Practicing Company Secretaries having COP number 26884, confirming the secretarial
compliances status is also included in this Draft Red Herring Prospectus.

Aforementioned consents have not been withdrawn as on the date of this Draft Red Herring Prospectus. However,
the term - expert shall not be construed to mean an - expert as defined under the U.S. Securities Act. All the
intermediaries including Merchant Banker has relied upon the appropriacy and authenticity of the same.

DEBENTURE TRUSTEE

Since this is not a debenture issue, the appointment of debenture trustee is not required.

Page 78 of 447
APPRAISAL AND MONITORING AGENCY

As per regulation 262(1) of SEBI ICDR Regulations, the requirement of monitoring agency is not mandatory if the
Issue size is up to Rs. 5,000 Lakh. Our Company may appoint any monitoring agency for this Issue. However, as
per Section 177 of the Companies Act, 2013, the Audit Committee of our Company, would be monitoring the
utilization of the proceeds of the Issue.

BOOK BUILDING PROCESS

The book building, in the context of the Issue, refers to the process of collection of Bids on the basis of the Draft
Red Herring Prospectus/ Red Herring Prospectus within the Price Band, which will be decided by our Company, in
consultation with the BRLM, and will be advertised in [●] editions of the English national newspaper, [●] editions
of the Hindi national newspaper, and [●] editions in regional language of Haryana, where our Registered Office is
located, each with wide circulation, at least two working days prior to the Bid/ Offer Opening Date. The Offer Price
shall be finalized after the Bid/ Issue Closing Date. The principal parties involved in the Book Building Process
are:

All Bidders (except Anchor Investors) shall mandatorily participate in the Offer only through the ASBA process.
Pursuant to the UPI Circulars, Individual investors who applies for minimum application size may also participate
in this Offer through UPI in the ASBA process. In accordance with the SEBI ICDR Regulations, QIBs bidding in
the QIB Portion and Non-Institutional Bidders bidding in the Non-Institutional Portion are not allowed to withdraw
or lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage.
Individual investors who applies for minimum application size can revise their Bids during the Bid/ Offer Period
and withdraw their Bids until the Bid/ Offer Closing Date. The SEBI ICDR Regulations have permitted the Issue
of securities to the public through the Book Building Process, wherein allocation to the public shall be made as per
Regulation 253 of the SEBI ICDR Regulations.

Each Bidder by submitting a Bid in Offer, will be deemed to have acknowledged the above restrictions and the
terms of the Offer.

Our Company will comply with the SEBI ICDR Regulations and any other directions issued by SEBI in relation to
this Issue. In this regard, our Company has appointed the BRLM to manage this Issue and procure Bids for this
Issue. The Book Building Process is in accordance with guidelines, rules and regulations prescribed by SEBI and
are subject to change from time to time. Bidders are advised to make their own judgement about an investment
through this process prior to submitting a Bid.

The process of Book Building is in accordance with the guidelines, rules and regulations prescribed by SEBI under
the SEBI ICDR Regulations and the Bidding Processes are subject to change from time to time. Investors are
advised to make their own judgment about investment through this process prior to submitting a Bid in this Offer.
Bidders should note that this Offer is also subject to obtaining (i) final approval of the RoC after the Prospectus is
filed with the RoC, Delhi and Haryana; and (ii) final listing and trading approvals from the Stock Exchanges, which
our Company shall apply for after Allotment.

For further details, please refer to the chapters titled “Issue Structure” and “Issue Procedure” beginning on pages
390 and 353, respectively of this Draft Red Herring Prospectus.

Page 79 of 447
ILLUSTRATION OF BOOK BUILDING PROCESS AND THE PRICE DISCOVERY PROCESS

For an illustration of the Book Building Process and the price discovery process, please refer to the chapter titled
“Issue Procedure” on page 357 of this Draft Red Herring Prospectus.

UNDERWRITING AGREEMENT

Our Company and BRLM to the issue hereby confirm that the Issue is 100% Underwritten. The Underwriting
agreement is dated [●], Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters
are subject to certain conditions specified therein. The Underwriters have indicated their intention to underwrite the
following number of specified securities being offered through this Issue:

Indicative No.
Amount % of the Total
Name, Address, Telephone, Fax, and Email of the of Equity
Underwritten Issue Size
Underwriter Shares to Be
(Rs. In Lakh) Underwritten
Underwritten
[●] [●] [●] [●]

In the opinion of our Board of Directors of the Company, the resources of the abovementioned Underwriter is
sufficient to enable them to discharge the underwriting obligations in full. The above-mentioned Underwriter is
registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchanges.

FILING OF PROSPECTUS

The Draft Prospectus and Prospectus shall be filed on Emerge Platform of National Stock Exchange of India
Limited.

Pursuant to Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment)
Regulations, 2022, Draft Prospectus has not been submitted to SEBI, however, soft copy of Prospectus shall be
submitted to SEBI under SEBI Circular Number SEBI/HO/CFD/DIL1/CIR/P/2018/011 dated January 19, 2018,
through SEBI Intermediary Portal at [Link] SEBI will not issue any observation on the Issue
document in term of Regulation 246(2) of the SEBI ICDR Regulations.

A copy of the Draft Red Herring Prospectus/ Prospectus along with the material contracts and documents referred
elsewhere in the Prospectus required to be filed under Section 26 read with Section 32 of the Companies Act, 2013
will be delivered to the Registrar of Companies, Delhi, 4th Floor, IFCI Tower, 61, Nehru Place New Delhi – 110019
at least three (3) working days prior from the date of opening of the Issue.

CHANGE IN THE AUDITOR DURING LAST 3 YEAR

Name of the Auditor Date of Appointment Date of Resignation Reason for change
Cessation: Due to their pre- occupation
in other assignments, they were not able
SASG & Co. August 06, 2022 July 14, 2023
to devote considerable time to the
affairs of the company.
Mayank Kumar & Cessation: Due to their pre-occupation
July 31, 2023 January 21, 2025
Associates in other assignments they were not able

Page 80 of 447
 to devote considerable time to the
affairs of the company.
Reason for appointment:
M/s NKSC & Co. April 29, 2025 -
Appointment in Casual Vacancy

WITHDRAWAL OF THE ISSUE

Our Company, in consultation with the BRLM, reserves the right not to proceed with the Issue at any time after the
Issue Opening Date but before the Board meeting for 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 (2) working days
of the Issue Closing Datef or such other time as may be prescribed by SEBI, providing reasons for not proceeding
with the Issue. The BRLM, through the Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts
of the ASBA Applicants within one (1) day of receipt of such notification. Our Company shall also promptly inform
Emerge Platform of National Stock Exchange of India Limited on which the Equity Shares were proposed to be
listed. Notwithstanding the foregoing, the Issue is also subject to obtaining the final listing and trading approvals
from Emerge Platform of National Stock Exchange of India Limited, which our Company shall apply for after
Allotment. If our Company withdraws the Issue after the Issue Closing Date and thereafter determines that it will
proceed with an IPO, our Company shall be required to file a fresh Draft Red Herring Prospectus.

DETAILS OF THE MARKET MAKING ARRANGEMENT FOR THIS OFFER

Our Company and the BRLM have entered into a tripartite agreement dated [●], with [●], the Market Maker for
this Issue, duly registered with NSE Emerge to fulfill the obligations of Market Making:

The Market Maker shall fulfill the applicable obligations and conditions as specified in the SEBI (ICDR)
Regulations, and its amendments from time to time and the circulars issued by the NSE and SEBI regarding this
matter from time to time. Following is a summary of the key details pertaining to the Market Making arrangement:

1. The Market Maker shall be required to provide a 2-way quote for 75% of the time in a day. The same shall be
monitored by the stock exchange. Further, the Market Maker(s) shall inform the exchange in advance for each
and every black out period when the quotes are not being offered by the Market Maker.
2. The prices quoted by Market Maker shall be in compliance with the Market Maker Spread Requirements and
other particulars as specified or as per the requirements of NSE and SEBI from time to time.
3. The minimum depth of the quote shall be Rs.1,00,000. However, the investors with holdings of value less than
Rs.1,00,000 shall be allowed to offer their holding to the Market Maker(s) (individually or jointly) in that scrip
provided that he sells his entire holding in that scrip in one lot along with a declaration to the effect to the
selling broker.
4. Execution of the order at the quoted price and quantity must be guaranteed by the Market Maker(s), for the
quotes given by him.
5. There would not be more than five Market Makers for a script at any point of time and the Market Makers may
compete with other Market Makers for better quotes to the investors.
6. On the first day of the listing, there will be pre-opening session (call auction) and thereafter the trading will
happen as per the equity market hours. The circuits will apply from the first day of the listing on the discovered
price during the pre-open call auction.
7. The Marker maker may also be present in the opening call auction, but there is no obligation on him to do so.
8. There will be special circumstances under which the Market Maker may be allowed to withdraw
temporarily/fully from the market – for instance due to system problems, any other problems. All controllable

Page 81 of 447
 reasons require prior approval from the Exchange, while force-majeure will be applicable for non-controllable
reasons. The decision of the Exchange for deciding controllable and non-controllable reasons would be final.
The Market Maker(s) shall have the right to terminate said arrangement by giving a one month notice or on
mutually acceptable terms to the Merchant Banker, who shall then be responsible to appoint a replacement
Market Maker(s). In case of termination of the above-mentioned Market Making agreement prior to the
completion of the compulsory Market Making period, it shall be the responsibility of the BRLM to arrange for
another Market Maker in replacement during the term of the notice period being served by the Market Maker
but prior to the date of releasing the existing Market Maker from its duties in order to ensure compliance with
the requirements of regulation 261 of the SEBI (ICDR) Regulations, 2018. Further, our Company and the
BRLM reserve the right to appoint other Market Makers either as a replacement of the current Market Maker
or as an additional Market Maker subject to the total number of Designated Market Makers does not exceed
five or as specified by the relevant laws and regulations applicable at that particulars point of time. The Market
Making Agreement is available for inspection at our registered office from 11.00 a.m. to 5.00 p.m. on working
days.

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

10. Punitive Action in case of default by Market Maker: Emerge Platform of NSE will monitor the obligations
on a real time basis and punitive action will be initiated for any exceptions and/or non- compliances. Penalties
/ fines may be imposed by the Exchange on the Market Makers, in case he is not able to provide the desired
liquidity in a particular security as per the specified guidelines. These penalties/ fines will be set by the
Exchange from time to time. The Exchange will impose a penalty on the Market Maker(s) in case he is not
present in the market (offering two-way quotes) for at least 75% of the time. The nature of the penalty will be
monetary as well as suspension in market making activities / trading membership.

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

Price Band and Spreads: Pursuant to SEBI Circular number CIR/MRD/DSA/31/2012 dated November 27, 2012,
limits on the upper side for Markets Makers during market making process has been made applicable, based on the
issue size and as follows:

Buy quote exemption threshold Re-Entry threshold for buy quote

Issue Size (including mandatory initial (including mandatory initial
inventory of 5% of the Issue Size) inventory of 5% ofthe Issue Size)
Up to Rs. 20 Crore 25% 24%
Rs.20 Crore to Rs.50 Crore 20% 19%
Rs.50 Crore to Rs.80 Crore 15% 14%
Above Rs.80 Crore 12% 11%

The Marketing Making arrangement, trading and other related aspects including all those specified above shall be
subject to the applicable provisions of law and/or norms issued by SEBI/NSE from time to time.

Page 82 of 447
The trading shall take place in TFT segment for first 10 days from commencement of trading. The price band
shall be 20% and the Market Maker Spread (difference between the sell and the buy quote) shall be within 10%
or as intimated by Exchange from time to time.

This space has been left blank intentionally.

Page 83 of 447
 CAPITAL STRUCTURE

The Equity Share Capital of our Company, As on The Date of This Draft Red Herring Prospectus is Set Forth
Below:
(Amount in Lakhs)
S. Aggregate Aggregate Value
Particulars
No. Nominal Value at Issue Price
A. Authorised Share Capital
3,00,00,000 Equity Shares of INR 5 /- each 1500.00 -
B. Issued, Subscribed and Paid-Up Share Capital before the Issue
1,37,82,400 Equity Shares of INR 5 /- each 689.12 -
Present Issue in terms of the Draft Red Herring Prospectus
*Issue of 49,69,600 Equity Shares having Face Value of Rs. 5/- each 248.48
[●]
at a price of INR [●] per Equity Share
of which:
(I) Reservation for Market Maker portion - 2,49,600 Equity Shares 12.48
of Rs. 5/- each at a price of INR [●] per Equity Share reserved as [●]
Market Maker Portion
(II) Net Issue to the Public - Net issue to Public of 47,20,000 Equity 236.00
Shares of Rs. 5/- each at a price of INR [●] per Equity Share to the [●]
Public
C. Of the Net Issue to the Public
I Allocation to Qualified Institutional Buyer [●] Equity Shares of
[●] [●]
Rs.5/- each at a price of Rs. [●] per Equity Share.
of which:
(a) Anchor Investor Portion- Upto [●] Equity Shares of face value
of INR 5 each fully paid-up for cash at price of Rs. [●] /- per Equity [●] [●]
Share aggregating to Rs. [●] Lakhs
(b) Net QIB Portion (assuming the anchor Investor Portion is fully
subscribed)- Upto [●] Equity Shares of face value of Rs.5 each fully
[●] [●]
paid-up for cash at price of Rs. [●] /- per Equity Share aggregating
to Rs. [●] Lakhs
II Allocation to Individual Investors – [●] Equity Shares of face value
of INR. 5 each at a price of Rs. [●] /- per Equity Share shall be
[●] [●]
available for allocation for Investors applying for a minimum
application Size.
III Allocation to Non-Institutional Investors – [●] Equity Shares of
face value of INR. 5 each at a price of Rs. [●] /- per Equity Share
[●] [●]
shall be available for allocation for Investors applying for more than
minimum application size.
D. Issued, Subscribed and Paid-up Share Capital after the Issue
1,87,52,000 Equity Shares of Face Value of INR. 5 /- each 937.60
E. Securities Premium Account
Before the Issue* 498.50
After the Issue [●]
*The Issue has been authorized by our Board pursuant to a resolution passed at its meeting held on May 19, 2025, and by our
Shareholders pursuant to a resolution passed at the Extra Ordinary General Meeting held on May 23, 2025.

Page 84 of 447
*The amount disclosed is prior to deduction of Issue expenses.

CLASS OF SHARES

Our Company has only one class of share capital i.e., Equity Shares of the face value of Rs. 5/- each only. All Equity
Shares are fully paid-up. Our Company has no outstanding convertible instruments as on the date of this Draft Red
Herring prospectus.

NOTES TO THE CAPITAL STRUCTURE

1. Details of increase in Authorized Share Capital:

Since the incorporation of our Company, the Authorized share capital of our Company has been altered in the
manner set forth below:

Face Cumulative
S. No. of Value Cumulative Authorised Whether
Date
N. Shares (in No. of Shares Share Capital AGM/EGM
INR) (in INR)
1. On Incorporation* 1,50,000 10 1,50,000 15,00,000 N.A.
2. July 01, 2024 1,48,50,000 10 1,50,00,000 15,00,00,000 EGM
Pursuant to the resolution passed by the Board of Directors, and the special resolution passed by the
shareholders of the Company at the Extraordinary General Meeting at their respective meetings held on 7
August 2024, existing face value per equity share in the Authorized Share Capital of the Company was sub-
divided from INR 10 per equity share to INR 5/- per Equity Share.
3. August 07, 2024 3,00,00,000 5 3,00,00,000 15,00,00,000 EGM
*The Date of incorporation of the company is April 23, 2019.

2. History of Paid-up Equity Share Capital of our Company.

Face Cumulativ
No. of Issue Nature Cumulativ Cumulativ
Valu e
Sr. Date of Equity Price of Nature of e no. of e Paid-Up
e Securities
No allotment Shares (INR Conside Allotment Equity Capital
(INR Premium
allotted ) ration Shares (INR)
) (INR)
On Subscriptio
1. 1,00,000 10 10 Cash 1,00,000 10,00,000 N.A.
Incorporation* n to MOA
Bonus 1,00,00,00
2. July 17, 2024 9,00,000 10 N.A. N.A. 10,00,000 N.A.
Issue 0
Private 1,09,36,00 5,89,68,00
3. July 25, 2024 93,600 10 640 Cash 10,93,600
Placement 0 0
Bonus 6,56,16,00
4. July 31, 2024 54,68,000 10 N.A. N.A. 65,61,600 42,88,000
Issue 0
Pursuant to the resolution passed by the Board of Directors, and the special resolution passed by the shareholders of the
Company at the Extraordinary General Meeting at their respective meetings held on 7 August 2024, existing face value per
equity share in the Authorized Share Capital and paid – up capital of the Company was sub-divided from INR 10 per equity
share to INR 5/- per Equity Share.

Page 85 of 447
 Face Cumulativ
No. of Issue Nature Cumulativ Cumulativ
Valu e
Sr. Date of Equity Price of Nature of e no. of e Paid-Up
e Securities
No allotment Shares (INR Conside Allotment Equity Capital
(INR Premium
allotted ) ration Shares (INR)
) (INR)
August 07, Sub- 1,31,23,20 6,56,16,00
5. 65,61,600 5 N.A. N.A. 42,88,000
2024 division 0 0
January 07, Private 1,37,82,40 6,89,12,00
6. 6,59,200 5 76.20 Cash 512,23,040
2025 Placement 0 0
*The Date of incorporation of the company is April 23, 2019.
Note: Our Company is in compliance with the Companies Act, 2013 with respect to issuance of securities since inception till the date of filing
of Draft Red Herring Prospectus.

Notes to the History of Paid-up Equity Share Capital of our Company:

1. Initial Subscribers to Memorandum of Association hold 1,00,000 Equity Shares each of face value of Rs. 10/-
fully paid up as per the details given below:

S. No. Name of Allottees No. of Shares Allotted

1. Govind Rai Garg 10,000
2. Balwinder Sharma 10,000
3. Manish Goyal 70,000
4. Vijay Kumar Rathi 10,000
Total 1,00,000

2. The Company thereafter Issued 9,00,000 Equity shares of face value Rs. 10/- each on July 17, 2024, for other
than cash consideration by way of Bonus Issue in proportion of 9 (Nine) Equity Shares for every 1 (one) Equity
shares, mentioned in detail below:

S. N. Name of Allottees No. of shares allotted

1. Manish Goyal 5,68,476
2. Govind Rai Garg 1,07,496
3. Yogesh Pratap Shishodia 53,748
4. Pallav Singal 44,550
5. Yogesh Goyal 36,000
6. Prem Lata Goyal 18,000
7. Vivinprasath Devaraj 17,820
8. Saurabh Kumar 9,000
9. Manohar Lal Gupta 9,000
10. Sanyukta Prasad 9,000
11. Indu Sinha 9,000
12. Sushila Jora 9,000
13. Vijay Kumar Rathi 8,910
Total 9,00,000

Page 86 of 447
3. The Company thereafter Issued 93,600 Equity shares of face value Rs. 10/- and issue price Rs. 640/- each on
July 25, 2024, for a cash consideration by way of Private Placement, mentioned in detail below:

S. N. Name of Allottees No. of shares allotted

1. Lalit Rai 4,600
2. Santosh Rani 4,600
3. Utsav Pramodkumar Shrivastav (HUF) 4,600
4. Shinohub Traders LLP 2,200
5. Aman Jindal 800
6. Lalit Dua 14,800
7. Vandana Gupta 1,400
8. Gala Finance and Investment Pvt. Ltd. 1,400
9. Deepak Kandwa 800
10. Gaurav Mittal 600
11. Ruchika Panda 800
12. Pankaj Kumar 1,400
13. Praveen Gupta 3,800
14. Deepak 6,200
15. RNR Wealth Management Private Limited 6,200
16. Kriti Bindal 5,600
17. Sandeep Aggarwal 3,600
18. Akshay Agarwal 3,600
19. Pravin Kumar Jain 3,400
20. Anant Aggarwal 2,400
21. Ruchika Gupta 2,400
22. Ajit Kumar 1,700
23. Ankita Agrawal 1,700
24. Gaurav Jain 1,700
25. Vivin Seccom LLP 1700
26. Pankaj Baheti HUF 1,600
27. Sandeep Arora 1,600
28. Kunal Gogia HUF 1,400
29. Aman Goyal 1,200
30. Ashish Bansal 1,200
31. Mange Ram Goyal 1,200

Page 87 of 447
 32. Rahul Goyal 1,200
33. Vinit Kumar Baheti 1,200
34. Atul Shukla 600
35. Rajesh Bansal 400
Total 93,600

4. The Company thereafter Issued 54,68,000 Equity shares of face value Rs. 10/- each on July 31, 2024, for other
than cash consideration by way of Bonus Issue in proportion of 5 (Five) Equity Shares for every 1 (one) Equity
shares, mentioned in detail below:

S. N. Name of Allottees No. of shares allotted

1 Manish Goyal 31,58,200
2 Govind Rai Garg 5,97,200
3 Yogesh Pratap Shishodia 2,98,600
4 Pallav Singal 2,47,500
5 Yogesh Goyal 2,00,000
6 Prem Lata Goyal 1,00,000
7 Vivinprasath Devaraj 99,000
8 Saurabh Kumar 50,000
9 Manohar Lal Gupta 50,000
10 Sanyukta Prasad 50,000
11 Indu Sinha 50,000
12 Sushila Jora 50,000
13 Vijay Kumar Rathi 49,500
14 Lalit Rai 23,000
15 Santosh Rani 23,000
16 Utsav Pramodkumar Shrivastav (HUF) 23,000
17 Shinohub Traders LLP 11,000
18 Aman Jindal 4,000
19 Lalit Dua 74,000
20 Vandana Gupta 7,000
21 Gala Finance and Investment Pvt. Ltd. 7,000
22 Deepak Kandwa 4,000
23 Gaurav Mittal 3,000
24 Ruchika Panda 4,000
25 Pankaj Kumar 7,000
26 Praveen Gupta 19,000
27 Deepak 31,000
28 RNR Wealth Management Private Limited 31,000
29 Kriti Bindal 28,000
30 Sandeep Aggarwal 18,000
31 Akshay Agarwal 18,000
32 Pravin Kumar Jain 17,000

Page 88 of 447
 33 Anant Aggarwal 12,000
34 Ruchika Gupta 12,000
35 Ajit Kumar 8,500
36 Ankita Agrawal 8,500
37 Gaurav Jain 8,500
38 Vivin Seccom LLP 8,500
39 Pankaj Baheti HUF 8,000
40 Sandeep Arora 8,000
41 Kunal Gogia HUF 7,000
42 Aman Goyal 6,000
43 Ashish Bansal 6,000
44 Mange Ram Goyal 6,000
45 Rahul Goyal 6,000
46 Vinit Kumar Baheti 6,000
47 Atul Shukla 3,000
48 Rajesh Bansal 2,000
Total 54,68,000

5. The Company thereafter Issued 6,59,200 Equity shares of face value Rs. 5/- and issue price Rs. 76.20/- each
on January 07, 2025, for a cash consideration by way of Private Placement, mentioned in detail below:

S. N. Name of Allottee Number of shares allotted

1. Ayush Goyal 12,800
2. Ankur Choudhary 12,800
3. Sandeep Singh 1,04,000
4. Neelam Taneja 12,800
5. Vikas Kukreja 12,800
6. Suresh Chandra Goyal 12,800
7. Akash Kukreja 12,800
8. Nitesh Jha 32,000
9. Aniruddha M S 19,200
10. Prakhar Nigam 12,800
11. Amarjeet Singh 1,31,200
12. Saurabh Tripathi 65,600
13. Mohit Agrawal 12,800
14. Vikrant Yadav 25,600
15. Nikita Jhanwar 12,800
16. Jaywant Mehta 32,000
17. Sonu Devi 19,200
18. Mayank Goyal 32,000
19. Gaurav Jain 19,200
20. Ajit Kumar 12,800

Page 89 of 447
S. N. Name of Allottee Number of shares allotted
21. Raghav Vikas Ruia 12,800
22. Jignesh Amrutlal Thobani 19,200
23. Sakshi Jhalani 12,800
24. Aradhana Bansal 6,400
Total 6,59,200

This space has been left blank intentionally.

Page 90 of 447
3. Shareholding of our Promoters and Promoter Group

As on the date of this Draft Red Herring Prospectus, Our Promoters, Mr. Manish Goyal and Mr. Govind Rai Garg collectively hold 87,31,292 Equity Shares,
representing 63.35% of the pre-issue paid up share capital of our Company.

Details of Build-up of shareholding of the Promoters

Date of Allotment / Issue/ Transfer % of Pre-Issue

Number Face Value Consideration Name of
acquisition / Nature (Allotment/ price per capital of
of Equity per Equity (cash/ other Transferor /
transaction and when transfer) Equity Share Cumulative
Shares Share (in Rs.) than cash) Transferee
made fully paid up (in Rs.) Shares

Manish Goyal
April 23, 2019 *Subscriber to MOA 70,000 10 10 Cash N.A. 1.02%

Mr. Yogesh
July 17, 2024 Transfer by way of Gift (3,836) 10 N.A. N.A. (0.06%)
Goyal
Ms. Prem Lata
July 17, 2024 Transfer by way of Gift (2,000) 10 N.A. N.A. (0.03%)
Goyal
Ms. Sushila
July 17, 2024 Transfer by way of Gift (1,000) 10 N.A. N.A. (0.01%)
Jora
July 17, 2024 Bonus Issue 5,68,476 10 N.A. N.A. N.A. 8.25%
July 31, 2024 Bonus Issue 31,58,200 10 N.A. N.A. N.A. 45.83%
Total 37,89,840 - - - - 55.00%
August 07, 2024 Sub-division 75,79,680 5 N.A. N.A. N.A. 55.00%
Ms. Sushila
May 20, 2025 Transfer by way of Gift (2,62,468) 5 N.A. N.A. (1.90%)
Jora
M/s Greyhill
May 20, 2025 Transfer (19,200) 5 53.3 Cash Capital Private (0.14%)
Limited
Total 72,98,012 52.95%

Page 91 of 447
 Govind Rai Garg

April 23, 2019 *Subscriber to MOA 10,000 10 10 Cash N.A. 0.15%

Mr. Balwinder
March 31, 2023 Transfer 10,000 10 70 Cash
Sharma
0.15%

Mr. Manohar
July 17, 2024 Transfer (1,000) 10 500 Cash
Lal Gupta
(0.01%)

Mr. Yogesh
July 17, 2024 Transfer (126) 10 500 Cash (0.00%)
Goyal
Mr. Pallav
July 17, 2024 Transfer (4,950) 10 500 Cash (0.07%)
Singal
Mr.
July 17, 2024 Transfer (1,980) 10 500 Cash Vivinprasath (0.03%)
Devraj
July 17, 2024 Bonus Issue 1,07,496 10 N.A. N.A. N.A. 1.56%
July 31, 2024 Bonus Issue 5,97,200 10 N.A. N.A. N.A. 8.67%
Total 7,16,640 - - - - 10.40%
August 07, 2024 Sub-division 14,33,280 5 N.A. N.A. N.A. 10.40%

Total 14,33,280 10.40%

*The Date of incorporation of the company is April 23, 2019.

All the Equity Shares held by our Promoters were fully paid-up on the respective dates of acquisition of such Equity Shares. None of the Equity Shares held by
our Promoters are under pledge.

Page 92 of 447
4. Our Shareholding Pattern
I. The table below represents the shareholding pattern of our Company as per Regulation 31 of the SEBI (LODR) Regulations, 2015, as on July 11, 2025

No. Share
Categ Category of No. No. of fully No. Total no. Number of Voting Rights held in each No. of Shareholdi No. of locked- No. of shares Number of
of holdin
ory shareholder of paid-up of of shares class of securities* shares ng as a % in shares pledged or shares held
und g as a
Code sha equity Part held underlying assuming otherwise in
erlyi % of
re shares held ly Outstandi full encumbered dematerializ
ng total
hol paid ng conversion ed form
Dep no. of
der -up Convertibl of
osito shares
equi e convertible
ry (calcul
ty Securities securities
Rece ated
shar (including (as a % of
ipts as per
es warrants) diluted
SCRA
held share
, 1957)
capital) As
As a
a % of
% of
(A+B+C2)
(A+B
+C2) No. of Voting Rights
No. As a %
Class X Class Total Total No. (a) As a
(a) of shares
Y as a % % of
held (b)
of shares
(A+B+ held
C) (b)
VII= IV+ XI=VII+X
I II III IV V VI VIII IX X XII XIII XIV
V+V I
Promoters and - - - -
(A) 5 98,33,760 - - 98,33,760 71.35 98,33,760 - 98,33,760 71.35 - 71.35 98,33,760
Promoter Group
(B) Public 74 39,48,640 - - 39,48,640 28.65 39,48,640 - 39,48,640 28.65 - 28.65 - - - - 39,39,040

Non-Promoter-
(c) - - - - - - - - - - - - - - - - -
Non-Public
Shares
(1) - - - - - - - - - - - - - - - - -
underlying DRs
Shares held by
(2) - - - - - - - - - - - - - - - - -
Employee Trusts
Total 79 1,37,82,400 - - 1,37,82,400 100.00 1,37,82,400 - 1,37,82,400 100.00 - 100.00 - - - - 1,37,72,800

*As of the date of this Draft Red Herring Prospectus 1 Equity Shares holds 1 vote.
** We have 79 shareholders as on the date of this Draft Red Herring Prospectus.

Page 93 of 447
Note:

a) Pursuant to SEBI Circular No. CIR/ISD/3/2011 dated June 17, 2011, and SEBI Circular No. SEBI/CIR/ISD/05/2011 dated September 30, 2011, the Equity
Shares held by the Promoters and Promoter Group entities, along with 50% of the Equity Shares held by public shareholders, are required to be in
dematerialized form. As on the date of this Draft Red Herring Prospectus, all the Equity Shares of our Company are held in dematerialised form, except
for the 9,600 Equity Shares held by one shareholder, which are in physical form.

b) Further, our Company will provide the Permanent Account Number (PAN) details of the shareholders prior to the listing of the Equity Shares on the Stock
Exchange.

c) Additionally, in accordance with Regulation 31 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, our Company will submit
the prescribed shareholding pattern one day before the listing of the Equity Shares. This shareholding pattern will be made available on the NSE Emerge
website before the commencement of trading.

This space left blank intentionally.

Page 94 of 447
5. As on the date of this Draft Red Herring Prospectus, there are no partly paid-up shares/outstanding
convertible securities/warrants in our Company.

6. Following are the details of the holding of securities of persons belonging to the category “Promoter
and Promoter Group” and “public” before and after the Issue:

Pre issue Post issue

No. of As a % of No. of As a % of
S. No. Name of shareholder
equity Issued equity Issued
Shares Capital Shares Capital
Promoters
1 Manish Goyal 72,98,012 52.95% 72,98,012 38.92%
2 Govind Rai Garg 14,33,280 10.40% 14,33,280 7.64%
Total – A 87,31,292 63.35% 87,31,292 46.56%
Promoter Group
3 Prem Lata Goyal 2,40,000 1.74% 2,40,000 1.28%
4 Yogesh Goyal 4,80,000 3.48% 4,80,000 2.56%
5 Sushila Jora 3,82,468 2.78% 3,82,468 2.04%
Total – B 11,02,468 8.00% 11,02,468 5.88%
Public
Public
i. Yogesh Pratap
7,16,640 5.20% 7,16,640 3.82%
Shishodia
ii. Pallav Singal 5,94,000 4.31% 5,94,000 3.17%
iii. Vivinprasath Devaraj 2,37,600 1.72% 2,37,600 1.27%
iv. Lalit Dua 1,77,600 1.29% 1,77,600 0.95%
6 v. Amarjeet Singh 1,31,200 0.95% 1,31,200 0.70%
vi. Dr Manohar Lal Gupta 1,20,000 0.87% 1,20,000 0.64%
vii. Saurabh Kumar 1,20,000 0.87% 1,20,000 0.64%
viii. Sanyukta Prasad 1,20,000 0.87% 1,20,000 0.64%
ix. Indu Sinha 1,20,000 0.87% 1,20,000 0.64%
x. Vijay Kumar Rathi 1,18,800 0.86% 1,18,800 0.63%
7 IPO - - 49,69,600 26.50%
Total – C 24,55,840 17.82% 74,25,440 39.60%
Total (A+B+C) 1,22,89,600 89.17% 1,72,59,200 92.04%

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

Average cost of Acquisition*

Name of the Promoter No. of Shares held
(in Rs.)
Manish Goyal 72,98,012 0.08
Govind Rai Garg 14,33,280 0.08
*As certified by Auditor, M/s NKSC & Co., Chartered Accountants, by way of their certificate dated
July 09, 2025.

Page 95 of 447
8. Details of Major Shareholders:

(a) Details of our Shareholders holding 1% or more of the paid-up Equity Share Capital of our
Company as on the date of filing of this Draft Red Herring Prospectus are set forth below:

No. of % of the pre-

S.
Name of shareholders Equity issue Share
No.
Shares held Capital
1. Manish Goyal 72,98,012 52.95 %
2. Govind Rai Garg 14,33,280 10.40 %
3. Yogesh Pratap Shishodia 7,16,640 5.20 %
4. Pallav Singal 5,94,000 4.31 %
5. Yogesh Goyal 4,80,000 3.48 %
6. Sushila Jora 3,82,468 2.78 %
7. Prem Lata Goyal 2,40,000 1.74 %
8. Vivinprasath Devaraj 2,37,600 1.72 %
9. Lalit Dua 1,77,600 1.29 %
Total 1,15,59,600 83.87%

(b) List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on date ten
days prior to the date of the Draft Red Herring Prospectus:

% of the pre-
No. of Equity
S. No. Name of shareholders issue Share
Shares held
Capital
1. Manish Goyal 72,98,012 52.95 %
2. Govind Rai Garg 14,33,280 10.40 %
3. Yogesh Pratap Shishodia 7,16,640 5.20 %
4. Pallav Singal 5,94,000 4.31 %
5. Yogesh Goyal 4,80,000 3.48 %
6. Sushila Jora 3,82,468 2.78 %
7. Prem Lata Goyal 2,40,000 1.74 %
8. Vivinprasath Devaraj 2,37,600 1.72 %
9. Lalit Dua 1,77,600 1.29 %
Total 1,15,59,600 83.87%

(c) List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on date
one year prior to the date of the Draft Red Herring Prospectus:

No. of Equity % of the pre-issue

S. No. Name of shareholders
Shares held Share Capital
1. Manish Goyal 70,000 70.00%
2. Govind Rai Garg 20,000 20.00%
3. Vijay Kumar Rathi 10,000 10.00%
Total 1,00,000 100.00%

Page 96 of 447
 (d) List of Shareholders holding 1.00% or more of the Paid-up Capital of the Company as on date two
year prior to the date of the Draft Red Herring Prospectus:

% of the pre-
S. No. of Equity
Name of shareholders issue Share
No. Shares held*
Capital**
1. Manish Goyal 70,000 70%
2. Govind Rai Garg 20,000 20%
3. Vijay Kumar Rathi 10,000 10%
Total 1,00,000 100%
*The Company has not issued any convertible instruments like warrants, debentures etc. since
its incorporation and there are no outstanding convertible instruments as on date of this Draft Red
Herring Prospectus.

**The percentage has been calculated based on the existing (pre-issue) paid-up capital of the
Company.

9. Our Company has not issued any Equity Shares out of revaluation reserve or reserves without
accrual of cash resources.

10. Except as disclosed below, our Company has not issued any Equity Shares at a price which is lower
than the Issue Price during a period of one year preceding the date of this Draft Red Herring
Prospectus.

Date of Type of Allotment Number of Face

Issue Price
allotment Equity Shares Value
(Rs.)
allotted (Rs.)
July 17, 2024 Bonus Issue 9,00,000 10 N.A.
July 25, 2024 Private Placement 93,600 10 640
July 31, 2024 Bonus Issue 54,68,000 10 N.A.
January 07, 2025 Private Placement 6,59,200 5 76.20

11. Except as disclosed in this Draft Red Herring Prospectus, our Company presently does not have any
intention or proposal to alter its capital structure for a period of six (6) months from the date of
opening of the Issue, by way of spilt/consolidation of the denomination of Equity Shares or further
issue of Equity Shares (including issue of securities convertible into Equity Shares) whether
preferential or otherwise. However, during such period or a later date, it may issue Equity Shares or
securities linked to Equity Shares to finance an acquisition, merger or joint venture or for regulatory
compliance or such other scheme of arrangement if an opportunity of such nature is determined by
its Board of Directors to be in the interest of our Company.

12. There are no outstanding convertible securities or any other right which would entitle any person
with any option to receive equity shares of our company.

13. As on the date of filing the Draft Red Herring Prospectus we have Seventy-Nine (79) shareholders
as per BENPOS dated July 11, 2025.

Page 97 of 447
14. As on the date of this Draft Red Herring Prospectus, our Promoters hold a total of 87,31,292 Equity
Shares representing 63.35% of the pre-issue paid up share capital of our Company, all of which are
eligible for Promoter’s Contribution.

15. None of our Promoters, their relatives and associates, persons in Promoter Group or the directors of
the Company which is a promoter of the Company and/or the Directors of the Company have
purchased or sold any securities of our Company during the past six months immediately preceding
the date of filing this Draft Red Herring Prospectus.

S. No. Date of transfer Name of transferor Name of transferee No. of

shares
1. May 20, 2025 Manish Goyal Ms. Sushila Jora 2,62,468
2. May 20, 2025 Manish Goyal M/s Greyhill Capital Private Limited 19,200

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

17. Details of Promoter’s Contribution locked in for 3 years:

As per Sub-Regulation (1) of Regulation 236 of the SEBI (ICDR) Regulations, 2018, an aggregate of
20% of the post-Issue Capital shall be considered as Promoter’s Contribution.

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

In terms of clause (a) of Regulation 238 of the SEBI (ICDR) Regulations, 2018, Minimum Promoters
Contribution as mentioned above shall be locked-in for a period of 3 years from the date of
commencement of commercial production or date of allotment in the Initial Public Offer, whichever is
later.

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

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

The Minimum Promoters Contribution has been brought into to the extent of not less than the specified
minimum lot and has been contributed by the persons defined as Promoters under the SEBI (ICDR)
Regulations, 2018.

The lock-in of the Minimum Promoters Contribution will be created as per applicable regulations and
procedure and details of the same shall also be provided to the Stock Exchange before listing of the
EquityShares.
Page 98 of 447
The details of the Equity Shares held by our Promoters, which are locked in for a period of 3 years from
the date of Allotment in the Offer are given below:
Date of Issue/
Transaction and No. of Face Acquisition Percentage of
Name of Nature of Lock in
when Equity Value Price per Post-Offer paid-
Promoter Transaction Period
made fully paid- Shares (Rs.) Equity Share up capital (%)
up (Rs.)
Bonus
Manish Goyal July 31, 2024 30,48,000 5.00 5.00 16.25% 3 Year
Issue
Govind Rai July 17, 2024 Bonus 1,07,496 0.57%
5.00 5.00 3 Year
Garg July 31, 2024 Issue 5,96,504 3.18%
Total 37,52,000 20.01%

The Equity Shares that are being locked in are not ineligible for computation of Promoters contribution
in terms of Regulation 237 of the SEBI ICDR Regulations. Equity Shares offered by the Promoters for
the minimum Promoters contribution are not subject to pledge. Lock-in period shall commence from the
date of allotment of Equity Shares in the Public Issue.

We confirm that the minimum Promoters contribution of 20.00% which is subject to lock-in for 3 years
does not consist of:

a) Equity Shares acquired during the preceding three years for consideration other than cash and
revaluation of assets or capitalization of intangible assets;
b) Equity Shares acquired during the preceding three years resulting from a bonus issue by utilization
of revaluation reserves or Unrealised profits of the issuer or from bonus issue against equity shares
which are ineligible for minimum Promoters contribution;
c) Equity Shares acquired by Promoters during the preceding one year at a price lower than the Issue
Price;
d) The Equity Shares held by the Promoters and offered for minimum 20% Promoters Contribution
are not subject to any pledge.
e) Equity Shares for which specific written consent has not been obtained from the shareholders for
inclusion of their subscription in the minimum Promoters Contribution subject to lock-in.

Eligibility of Share for “Minimum Promoters Contribution in terms of clauses of Regulation

237(1) of SEBI (ICDR) Regulations, 2018:

Reg No. Promoters’ Minimum Contribution Eligibility Status of Equity Shares

Conditions forming part of Promoters
Contribution
237 (1) (a) (i) Specified securities acquired during the The Minimum Promoter’s contribution
preceding three years, if they are acquired does not consist of such Equity shares
for consideration other than cash and which have been acquired for
revaluation of assets or capitalisation of consideration other than cash and
intangible assets is involved in such revaluation of assets or capitalisation of
transaction intangible assets. Hence Eligible

Page 99 of 447
 237 (1) (a) (i) Specified securities acquired during the The Minimum Promoter’s contribution
preceding three years, resulting from a does not consist of such Equity shares.
bonus issue by utilisation of revaluation Hence Eligible.
reserves or unrealised profits of the issuer
or from bonus issue against equity shares
which are ineligible for minimum
promoters’ contribution.
237 (1) (b) Specified securities acquired by the The Minimum Promoter’s contribution
promoters and alternative investment funds does not consist of such Equity shares.
or foreign venture capital investors or Hence Eligible.
scheduled commercial banks or public
financial institutions or insurance
companies registered with Insurance
Regulatory and Development Authority of
India [or any non-individual public
shareholder holding at least five per cent. of
the post-issue capital or any entity
(individual or non-individual) forming part
of promoter group other than the
promoter(s)], during the preceding one year
at a price lower than the price at which
specified securities are being offered to the
public in the initial public offer:
237 (1) (c) Specified securities allotted to the The Minimum Promoter’s contribution
promoters and alternative investment funds does not consist of such Equity shares.
during the preceding one year at a price less Hence Eligible.
than the issue price, against funds brought
in by them during that period, in case of an
issuer formed by conversion of one or more
partnership firms or limited liability
partnerships, where the partners of the
erstwhile partnership firms or limited
liability partnerships are the promoters of
the issuer and there is no change in the
management.
237 (1) (d) Specified securities pledged with any Our Promoter’s has not Pledged any
creditor. shares with any creditors. Accordingly,
the minimum Promoter’s contribution
does not consist of such Equity Shares.
Hence Eligible.

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

Equity Shares locked-in for two years

Page 100 of 447

Further as per SEBI circular dated December 18, 2024, PR No.36/2024 and Regulation 238 (b) of
Securities And Exchange Board Of India (Issue Of Capital And Disclosure Requirements) (Amendment)
Regulations, 2025, Lock-in on promoters’ holding held in excess of minimum promoter contribution
(MPC) to be released in phased manner as below:

a. fifty percent. of promoters’ holding in excess of minimum promoters’ contribution shall be locked in
for a period of two years from the date of allotment in the initial public offer; and
b. remaining fifty percent. of promoters’ holding in excess of minimum promoters’ contribution shall
be locked in for a period of one year from the date of allotment in the initial public offer.

The details of the Equity Shares held by our Promoters in excess of minimum promoter contribution,
which shall be locked in for a period of 2 years from the date of Allotment in the offer are given below:

No. of Equity Face Value Percentage of post-Offer Lock in

Name of Promoter
Shares (Rs.) paid-up capital (%) Period
Manish Goyal 21,28,000 5.00 11.35% 2 Year
Govind Rai Garg 3,68,000 5.00 1.96% 2 Year
Total 24,96,000 13.31%

Equity Shares locked-in for One Year

In addition to the Equity Shares locked-in for three years and two years as part of the minimum
Promoter’s contribution, the remaining Promoters and the public pre-issue shareholding of 75,34,400
Equity Shares shall be locked-in for one year from the date of allotment in the Public Issue. Furthermore,
the lock-in of these Equity Shares will be implemented in accordance with the byelaws of the
Depositories.

Pledge of Locked in Equity Shares:

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

• In case of Minimum Promoters’ Contribution, the loan has been granted to the issuer company or its
subsidiary (ies) for the purpose of financing one or more of the Objects of the Issue and pledge of
equity shares is one of the terms of sanction of the loan.
• In case of Equity Shares held by Promoters in excess of Minimum Promoters’ contribution, the pledge
of equity shares is one of the terms of sanction of the loan.

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

Transferability of Locked in Equity Shares:

In terms of Regulation 243 of the SEBI (ICDR) Regulations, 2018 and subject to provisions of Securities
and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011 as
applicable:
Page 101 of 447
 • The Equity Shares held by our Promoters and locked in as per Regulation 238 of the SEBI (ICDR)
Regulations, 2018 may be transferred to another Promoters or any person of the Promoters’ Group or
to a new promoter(s) or persons in control of our Company, subject to continuation of lock-in for the
remaining period with transferee and such transferee shall not be eligible to transfer them till the lock-
in period stipulated has expired.

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

18. Our Company, our Promoters, our Directors and the BRLM to this Offer have not entered into any
buy-back, standby or similar arrangements with any person for purchase of our Equity Shares from
any person.

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

20. Our Company has not re-valued any of its assets. However, the company has not issued any Equity
Shares (including bonus shares) by capitalizing any revaluation reserves. For more details, please
refer to the chapter “financial statements as restated” on the page no. 292 of this Draft Red Herring
Prospectus.

21. ESOP Scheme

Pursuant to the resolution passed by our Board on May 19, 2025, and by our Shareholders on May
23, 2025, our Company has launched Exim Routes Limited Employee Stock Options Plan 2025
(“Plan”) which shall be implemented through a Direct Route and to be administered by the Board of
Directors. The ESOP scheme currently holds 5,51,296 (Five Lakh Fifty One Thousand Two Hundred
Ninety Six) Equity Shares and under the scheme. The Plan shall be effective from May 23, 2025, i.e.
the date of Shareholder’s approval. Options cannot Vest less than 1 (one) year from the Date of Grant
of an Option and may extend to a maximum period of 4 (Four) years from the date of Grant.

The objective of the ESOP is to reward the employees of our Company, to motivate the Employees
to contribute to the growth and profitability of the Company and to catapult the quality of life of hard
working, high performing, honest and loyal employees, and their families

The following table sets forth the particulars of the options granted / Equity Shares earmarked under
the ESOP Plan 2024 as on the date of this Draft Red Herring Prospectus:

i) Equity Shares Earmarked 5,51,296

ii) Option Granted N.A (Options not yet granted)
iii) Options Vested -
iv) Options Exercised -
v) Exercise Price of Options Rs. 5.00

Page 102 of 447

vi) Total number of Equity Shares that would arise -
as a result of full exercise of options granted
vii) Options Lapsed -
viii) Variation in Terms of Options Nil
ix) Money Realised by Exercise of Options N.A (Options not yet exercised)
x) Total Number of Options in Force -
xi) Employee Wise details of Options Granted to
i. Senior managerial personnel, i.e. Directors and key Nil
management personnel
ii. Any other employee who received a grant in any Nil
one year of options amounting to 5% or more of the
options granted during the year
iii. Identified employees who are granted options, No options were granted under the scheme
during any one year equal to or exceeding 2% of the amounting to more than 2% of the issued
issued capital (excluding outstanding warrants and capital of our Company to any employee in
conversions) of our Company at the time of grant any year
xii) Diluted Earnings Per Share pursuant to the issue N.A.
of equity shares on exercise of options calculated in
accordance with applicable accounting standard on
‘Earnings Per Share’.
xiii) Difference between the employee compensation N.A.
cost calculated using the intrinsic value of stock
options and the employee compensation cost that
shall have been recognised if Our Company had used
the fair value of the options and the impact of this
difference on profits and on the Earnings Per Share
of the Company.
xiv) Description of the pricing formula and the N.A.
method and significant assumptions used during the
year to estimate the fair values of options, including
weighted-average information, namely, risk-free
interest rate, expected life, expected volatility,
expected dividends, and the price of the underlying
share in market at the time of grant of the option.

xv) Impact on profits and EPS of the last three years N.A.
if our Company had followed the accounting policies
specified in Regulation 15 of the SEBI NSE
Regulations in respect of options granted in the last
three years
xvi) Intention to sell Equity Shares arising out of the No shares are issued against the options
ESOP Scheme within three months after the date of granted, hence not applicable.
listing of Equity Shares in the initial public offer of
the company, by Whole Time Directors, Senior
Management and Key Managerial Personnel and
employees having Equity Shares arising out of the
ESOP Scheme.

Page 103 of 447

 We confirm that all the allotees/ grantees under the above ESOP scheme are employees only and all
grant of option under the above scheme are in compliance with the Companies Act, 2013.

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

23. The post-issue paid up Equity Share Capital of our Company shall not exceed the authorised Equity
Share Capital of our Company.

24. Our Company shall ensure that any transactions in Equity Shares by our Promoter and the Promoter
Group during the period between the date of filing the Draft Red Herring Prospectus and the date of
closure of the Issue, shall be reported to the Stock Exchanges within 24 hours of the transaction.

25. All Equity Shares issued pursuant to the Issue shall be fully paid-up at the time of Allotment and there
are no partly paid-up Equity Shares as on the date of this Draft Red Herring Prospectus.

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

27. As per Regulation 268(2) of SEBI (ICDR) Regulations, 2018, an over-subscription to the extent of
10% of the Issue can be retained for the purpose of rounding off to the nearest integer during finalizing
the allotment, subject to minimum allotment lot. Consequently, the actual allotment may go up by a
maximum of 10% of the Issue, as a result of which, the post issue paid up capital after the Issue would
also increase by the excess amount of allotment so made. In such an event, the Equity Shares held by
the Promoters and subject to lock-in shall be suitably increased to ensure that 20% of the post issue
paid-up capital is locked-in.

28. All the Equity Shares of our Company are fully paid up as on the date of this Draft Red Herring
Prospectus. Further, since the entire money in respect of the Offer is being called on application, all
the successful applicants will be allotted fully paid-up equity shares.

29. Following are the details of Equity shares of our Company held by our Directors and Key
Management Personnel (KMPs):
% of the
Number of pre-Issue
Sr. Name of Director
Designation Equity Equity
No. /KMP
Shares Share
Capital
1. Manish Goyal Executive Director and CEO 72,98,012 52.95 %
2. Govind Rai Garg Executive Director and CFO 14,33,280 10.40 %
3. Pallav Singal Executive Director 5,94,000 4.31 %
4. Vivinprasath Executive Director
2,37,600 1.72 %
Devaraj

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

31. There is no Buyback, stand by, or similar arrangement by our Company/Promoters/Directors/BRLM

for purchase of Equity Shares issued / offered through this Draft Red Herring Prospectus.
Page 104 of 447
32. As on the date of this Draft Red Herring Prospectus, none of the shares held by our Promoters/
Promoter Group are pledged with any financial institutions or banks or any third party as security for
repayment of loans.

33. Investors may note that in case of over-subscription, the allocation in the Issue shall be as per the
requirements of Regulation 253 of SEBI (ICDR) Regulations, as amended from time to time.

34. Under subscription, if any, in any category, shall be met with spill-over from any other category or
combination of categories at the discretion of our Company, in consultation with the BRLM and NSE.

35. The Issue is being made through Book Building Method.

36. BRLM to the Issue viz. Narnolia Financial Services Limited and its associates do not hold any Equity
Shares of our Company.

37. Our Company has not raised any bridge loan against the proceeds of this Issue.

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

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

40. As on date of this Draft Red Herring Prospectus, there are no outstanding financial instruments or any
other rights that would entitle the existing Promoter or shareholders or any other person any option to
receive Equity Shares after the Issue.

41. Our Company is in compliance with the Companies Act, 2013 with respect to the issuance of securities
since inception till the date of filing of the Draft Red Herring Prospectus.

42. An Applicant cannot make an application for more than the number of Equity Shares being
Issued/Offered through this Draft Red Herring Prospectus, subject to the maximum limit of
investment prescribed under relevant laws applicable to each category of investors.

43. No payment, direct or indirect in the nature of discount, commission, and allowance or otherwise
shall be made either by us or our Promoters to the persons who receive allotments, if any, in this
Offer.

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

45. Our Company has not made any public issue since its incorporation.

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

47. For the details of transactions by our Company with our Promoter Group, Group Companies during
the year ended on March 31, 2025, March 31, 2024 and March 2023, please refer to the paragraph
Page 105 of 447
 titled - Related Party Transaction in the chapter titled “Financial Information” beginning on page
number 292 of this Draft Red Herring Prospectus.

None of our Directors or Key Managerial Personnel holds Equity Shares in our Company, except as stated
in the chapter titled “Our Management” beginning on page number 249 of this Draft Red Herring
Prospectus.

This space has been left blank intentionally.

Page 106 of 447

 OBJECTS OF THE ISSUE

Our Company proposes to utilize the funds which are being raised towards funding the following objects
and achieve the benefits of listing on the Emerge Platform of National Stock Exchange of India Limited.

The objects of the Issue are: -

1. To meet out the expenses for Development and Maintenance of the ERIS platform
2. To meet out the expenses for Working Capital to fund business growth
3. To meet out the expenses for Investment in Office space to accommodate new hires
4. To meet out the expenses for General Corporate Purposes

(Collectively referred to as “Objects”)

Net Proceeds

The proceeds of the Fresh Issue, after deducting Issue related expenses, are estimated to be Rs. [●] lakhs
(the “Net Issue Proceeds”).

The following table summarizes the requirement of funds:

S. No. Particulars Amount in Lakhs

1. Gross proceeds from the Issue* [●]*
2. Less: Issue related expenses in relation to Issue** [●]**
Net Proceeds [●]*
*Subject to subscription of the issue.
**As per the certificate given by M/s NKSC & Co., Chartered Accountants, dated July 09, 2025, the
Company has incurred Rs. 5.00 Lakhs towards issue expenses.

REQUIREMENT OF FUNDS

Our Company proposes to utilize the funds which are being raised towards funding the following objects
and achieve the benefits of listing on the Emerge Platform of NSE.

The objects of the Issue are: -

1. To meet out the expenses for Development and Maintenance of the ERIS platform
2. To meet out the expenses for Working Capital to fund business growth
3. To meet out the expenses for Investment in Office space to accommodate new hires
4. To meet out the expenses for General Corporate Purposes

(Collectively referred to as “Objects”)

Our Company believes that listing will enhance our Company’s corporate image, brand name and create
a public market for its Equity Shares in India. The main objects clause of our Memorandum enables our
Company to undertake the activities for which funds are being raised in the Issue. The existing activities
of our Company are within the objects clause of our Memorandum. The fund requirement and

Page 107 of 447

deployment are based on internal management estimates and have not been appraised by any bank or
financial institution.

UTILISATION OF FUNDS:

Fund Requirements

Our funding requirements are dependent on a number of factors which may not be in the control of our
management, changes in our financial condition and current commercial conditions. Such factors may
entail rescheduling and / or revising the planned expenditure and funding requirement and increasing or
decreasing the expenditure for a particular purpose from the planned expenditure.

We intend to utilize the Net proceeds of the Issue, in the manner set forth below:

S. N. Particulars Amount (In Rs.

Lakh)
1. To meet out the expenses for Development and Maintenance of the 1,187.00
ERIS platform
2. To meet out the expenses for Working Capital to fund business 900.00
growth
3. To meet out the expenses for Investment in Office space to 713.00
accommodate new hires
4. General Corporate Purposes* [●]
Net Proceeds [●]
*To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with
the RoC and the amount to be utilized for general corporate purposes shall not exceed 15% of the amount
raised by our Company or Rs. 10 Crores, whichever is lower.

Note: Any Additional cost will be borne by the company through internal accruals.

The requirements of the objects detailed above are intended to be funded from the proceeds of the
Issue. 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 from the proposed Issue.

The fund requirement and deployment are based on internal management estimates and have not
been appraised by any bank or financial institution. These are based on current conditions and are
subject to change in light of changes in external circumstances or costs, other financial conditions,
business or strategy, as discussed further below.

In case of variations in the actual utilization of funds allocated for the purposes set forth above, increased
fund requirements for a particular purpose may be financed by surplus funds, if any, available in respect
of the other purposes for which funds are being raised in this Issue. If surplus funds are unavailable, the
required financing will be through our internal accruals and/or debt.

We may have to revise our fund requirements and deployment as a result of changes in commercial and
other external factors, which may not be within the control of our management. This may entail
rescheduling, revising or cancelling the fund requirements and increasing or decreasing the fund

Page 108 of 447

requirements for a particular purpose from the fund requirements mentioned below, at the discretion of
our management. In case of any shortfall or cost overruns, we intend to meet our estimated expenditure
from internal accruals and/or debt. In case of any such re-scheduling, it shall be made by compliance
with the relevant provisions of the Companies Act, 2013.

Details of Utilization of Net Issue Proceeds:

1. To meet out the expenses for Development and Maintenance of the ERIS platform

Our company intends to deploy Net Proceeds aggregating to Rs. 1,187.00 Lakhs towards the
development and maintenance of AI-powered supply chain software platform - ERIS (Exim Routes
Intelligence System).

ERIS is an AI-powered B2B digital platform designed to streamline and digitize the global demand-
supply matching process for recyclable paper materials. The platform offers key functionalities such as
inventory management, demand forecasting, and price discovery. Additionally, our company provides
ERIS to select mills and recycling yards through an annual subscription model, further diversifying our
service offerings.

Aims of the Product Development Process:

● For our expansion, we are venturing into offering solutions further downstream for paper mills
e.g., procurement planning, trade financing, business intelligence that we can commercialise and
unlock new sources of revenue

● To optimise our tech platform for importing paper recyclables, and as part of our product
development roadmap we will build new features and solutions to create an E2E integrated supply
chain management suite i.e. post-sales support, payments tracking, quality and claims tracking, to
further improve operational efficiencies and boost bottom-line.

Required upgradations in our current products and tech solutions:

● We plan to expand into offering new solutions and services (e.g., trade financing, business
intelligence, metal recyclables, battery and e-waste recyclables). This includes adapting to
relevant technical, legal and compliance requirements and ensuring our solutions are tailored and
fully aligned with requirements. Our goal is to deliver quality products and services with the
commitment to excellence and compliance.

● To ensure that our solutions are effective and efficient, we also need to study these new offerings/
features in detail. This includes identifying the professionals in specific functions i.e. data and
analytics, logistics, financing, paper mill technologists, who will identify the requirements and
solutions needed to integrate into our enhanced tech products.

● To enhance our solutions further, strengthen our customer support and reduce reliance on external
vendors, we also require in-house personnel in the position of Data Scientist, ML Engineer, full
stack engineers, UX designer, Program Manager, QA testers, technical experts, managers and tech
leads for the ongoing development, upgradation and maintenance of our tech platform.

Page 109 of 447

Below are the specific products and features we are going to upgrade or develop to expand our end-to-
end offerings ranging from sourcing/procurement of waste paper to quality assurance and logistics
wastepaper to mills:

A. Integrated Supply Chain Management Solution: Extend the ERIS platform beyond
procurement to encompass the full lifecycle of a trade—including post-sales support, logistics,
payment workflows, and issue resolution. This creates a unified system that increases internal
efficiency, improves the customer experience, and reduces operational overhead, enabling Exim
to scale operations with precision and control.

Core Advantages:

● Cross-Functional Integration: Improves coordination across departments by connecting

workflows into a single platform.
● Customer Transparency: Enhances satisfaction through visibility of order status and workflow
as well as faster resolution of any issues.
● Operational Efficiency: Reduces manual effort and redundancies to support leaner, scalable
operations.
● Cashflow Optimization: Enables smarter payment planning and tracking to strengthen working
capital management.
● Data-Driven Agility: Equips teams with real-time insights to enable faster, more informed
decisions.

B. Business Intelligence Solutions: Develop data-driven products that merge industry expertise with
real-time insights to help supply chain participants make smarter, faster, and better strategic
decisions—ranging from procurement to inventory monetization. These capabilities not only
improve stakeholder outcomes but also unlock monetization paths for Exim through value-added
services.

Core Advantages:

● Smarter Decision-Making: Empowers stakeholders with timely insights that improve

profitability and planning.
● Strategic Positioning: Strengthens Exim’s role as a data-driven thought partner in the
ecosystem.
● Predictive Accuracy: Enhances forecasting and resource allocation across supply and demand
cycles.
● Revenue Expansion: Opens new monetization channels through intelligence-as-a-service
offerings.
● Customer Retention: Deepens engagement by delivering differentiated, insight-rich tools.

C. Commercialized Technology Products. Transform ERIS from an internal tool into a

commercial-grade platform by packaging and scaling its core components as standalone, revenue-
generating solutions. This includes technology that simplifies complex workflows, reduces
friction in trade execution, and unlocks value for ecosystem participants.

Page 110 of 447

 Core Advantages:

● New Revenue Streams: Diversifies business model beyond traditional trade margins.
● Platform Credibility: Positions Exim as a leading technology platform in the recyclables
sector.
● Ecosystem Impact: Increases adoption by solving pain points across the broader supply chain.
● Scalable Monetization: Enables repeatable value capture from core tech capabilities.
● Competitive differentiation: Builds defensibility through embedded, tech-driven partner
relationships.

D. New Trade Verticals: Expand ERIS beyond paper recyclables into other recyclables (e.g., metals,
batteries and e-waste). These adjacent verticals represent growing markets with unmet needs, and
aligning our platform to serve them will position Exim Routes for further growth.

Core Advantages:

● Market Expansion: Unlocks new growth opportunities across high-potential, underserved

categories.
● Risk Diversification: Reduces dependence on paper and insulates against market cyclicality.
● Platform Leverage: Reuses existing infrastructure for faster and more cost-effective scaling.
● Brand Elevation: Strengthens Exim’s positioning as a multi-category leader in recyclables.
● Regulatory Readiness: Aligns with required regulatory and compliance needs in adjacent
verticals e.g., metals, battery and e-waste recyclables.

For further details on ERIS please refer to Chapter “Our Business” on page number 198 of the DRHP.

The table below summarizes the nature of the product development:

S. N. Particulars Amount (In Rs.

Lakh)
1. Upgradation of ERIS 220.00

2. Human Resources 812.00

3. Computer Hardware and Software Licenses 155.00

TOTAL 1,187.00
*Note: Any expenses over and above the net proceeds embarked to be utilized towards ERIS platform
development expenses shall be utilized through Internal Accruals.

1. Upgradation of ERIS

For development and maintenance of ERIS platform, we have entered into a long-term agreement with
our existing vendor, Jina Code Systems Limited on June 15, 2025. This agreement covers the new scope
of work mentioned above along with upgrades to existing features and functionalities needed. Based on
their estimates the scope of work will take 16 months to complete, starting December 2025.

Page 111 of 447

 Cost to Develop, in INR (In Lakh)

Module/ Scope FY 2025-26 FY 2026-27 TOTAL

Integrated SCM 12.00 22.00 34.00

Business Intelligence 18.00 32.00 50.00

Commercialized Tech Products 18.00 80.00 98.00

New Trade Verticals 12.00 26.00 38.00

TOTAL 60.00 160.00 220.00

Note:
● This agreement is valid for 16 months i.e. through till March 2027.
● All the prices mentioned above are exclusive of Goods and services Tax (GST)
● In case of any revision in the agreement pursuant to consideration, the same will be funded by the
company through internal accruals
● Further, our Promoters, Directors, Key Managerial Personnel and the Group Companies do not
have any interest in the entity from whom we have placed work order.

2. Human Resources

The product development is expected to take 16 months, during which we will ramp up the internal
resources needed to bring the tech team complete in-house, thereby reducing reliance on our existing
vendor and improve resilience of our platform for the future. Considering the quotations received, we
have determined the necessary manpower for the development as follows:
(Amount in Lakh)
Position Designation Total Cost FY 2025-26 Cost FY 2026-27

Leads CTO/ SVP Technology (US 70.83 212.50

1
based)

VP Technology 1 33.33 100.00

Data / ML Data Scientist 1 13.33 40.00

Machine Learning Engineer 1 8.33 25.00

Designer UX Designer 1 20.00

Developer Technical Program Manager 1 30.00

Product Manager 1 40.00

Full stack engineers 4 100.00

Tester Quality Assurance Tester 2 40.00

Page 112 of 447

 Support Technical sales and business 40.00
2
development

Data/ Business Analyst 2 40.00

TOTAL 17 125.82 687.50

Quotation: We have taken a quotation for Human Resources from Archelons Consulting on June 09,
2025, details of the Quotation are as follows:

Cost per month in INR

Position Experience Contract Rate per Month
(taken for calc. above)

CTO/ SVP - 10+ years $16.67-20k p.m. //

17,70,833
Technology INR 14,16,667-17,00,000

VP - Technology 8-10 years 5,83,333-8,33,333 8,33,333

Data Scientist 4-5 years 2,50,000-3,75,000 3,33,333

Machine Learning 2-3 years

1,50,000-2,33,333 2,08,333
Engineer

UX designer 5-6 years 1,25,000-2,33,333 1,66,667

Technical 4-5 years

1,50,000-2,25,000 2,50,000
Program Manager

Product Manager 5-7 years 2,50,000-3,33,333 3,33,333

Full Stack 2-3 years

1,33,333-2,33,333 2,08,333
Engineer

Quality Assurance 2-3 years

1,00,000-1,83,333 1,66,667
Tester

Technical Sales 2-3 years

and Business 1,00,000-2,08,333 1,66,667
Development

Data/Business 2-3 years

1,16,667-2,08,333 1,66,667
Analyst

Note 1: The calculation of this quotation is based on the monthly basis salary to be paid.
Note 2: We have considered the above quotations for the budgetary estimate purpose and have not hired
actual employees. The actual cost of hiring people may vary.
Note 3: In case of any increase in purchase consideration, the same will be funded by the company
through internal accruals.
Note 4: Further, our Promoters, Directors, Key Managerial Personnel and the Group Companies do not
have any interest in the received quotation.
Note 5: This quotation is valid for 6 months.

Page 113 of 447

3. Computer Hardware and Software Licenses

Rationale: The right hardware and software subscriptions empower our team to build, deploy, and scale
innovative products efficiently, accelerating development velocity and supporting our business growth
objectives. To support high-performance computing, our data scientists and ML engineers require
powerful laptops with advanced GPUs and memory, while our UX designer needs a graphics-optimized
machine for design precision. On the software side, AWS ensures scalable infrastructure; GitHub
Enterprise and Copilot streamline secure code collaboration and development; JIRA enables agile project
tracking.

Quotation 1: For product development for Computer Hardware and Software Licenses, we have taken
a quotation from Azure Innovations Pvt. Ltd. on June 11, 2025. Details of the same are as follows:

Quantity Cost FY Cost FY

Parts description Rate per unit
2025-26 2026-27

Hardware Requirements

(In Lakhs)

Apple MacBook Pro M4 Max chip

128GB unified memory with 16 core
CPU 40 core GPU, 2 TB SSD storage, 2 4.34 8.68 -
16", 140w USB C Adapter, 1 Yr
Warranty

Apple Care Plus, 2 Yr Extended

2 0.28 0.56 -
Warranty

Apple MacBook Pro M4 Max chip

36GB unified memory with 14 core
CPU 32 core GPU, 1 TB SSD storage, 1 2.80 2.80 -
16", 140w USB C Adapter, 1 Yr
Warranty

Apple Care Plus, 2 Yr Extended

1 0.28 0.28 -
Warranty

Dell Mobile Precision 3590 /Core

Ultra7 155H vPro Enterprise /16GB
DDR5 / 1TB SSD / Nvidia RTX500
Ada Generation, 4GB GDDR6 /15.6"
FHD 250 nits/Backlit AI hotkey
Keyboard with Numeric Keypad/FHD
14 1.25 1.25 16.25
HDR IR Camera /Intel AX211, 2x2
MIMO, 2400 Mbps, 2.4/5/6 GHz, Wi-
Fi 6/6E/ 3Cell54WHr Long Lifecycle
Battery/ Win11Pro Preloaded/
Bagpack/ 3 Years ADP Warranty ADP
Bagpack

TOTAL HARDWARE 17 - 13.57 16.25

Page 114 of 447

 Software Subscriptions

Quantity/ Total Rate Cost FY Cost FY

Parts description
Unit per month 2025-26 2026-27

(In Lakhs)

AWS Package 1 2.44 9.74 29.22

Github copilot Business 9 0.07 0.12 0.83

Github Enterprises 17 0.36 0.34 4.37

JIRA 25 3.75 7.20 44.99

TOTAL 17.41 79.42

Software Mark-up 5% 0.87 3.97

Total Software 18.28 83.39

Total Hardware and Software 31.85 99.64

GST 18% 5.73 17.94

Total with GST 37.58 117.58

Note 1: The above calculations are based on standard prices, but prices from the Vendor are subject to
change at time of the transaction depending on market situation.
Note 2: The availability of this particular unit is also subject to change between now and the date of
transaction, If this particular unit is unavailable at the time of transaction, we will endeavour to provide
an alternate unit in the same project (the prices of which are subject to change depending on the new
unit specs and prevailing market conditions at the time).
Note 3: Further, our Promoters, Directors, Key Managerial Personnel and the Group Companies do not
have any interest in the proposed acquisition of the equipment or in the entity from whom we have placed
purchase orders in relation to such proposed acquisition of the equipment.
Note 4: In case of any increase in purchase consideration, the same will be funded by the company
through internal accruals.
Note 5: No second-hand hardware would be purchased from the issue proceeds.
Note6: This quotation is valid for 6 months.

2. To meet out Working Capital expenses to fund business growth

We propose to utilize Rs. 900.00 lakhs from the Net Proceeds of the Fresh Issue towards funding our
Company’s working capital requirements. We have significant working capital requirements, and we
fund our working capital requirements in the ordinary course of business from our internal accruals and
financing facilities from various banks and financial institutions. Our Company requires additional
working capital for funding future growth requirements of our Company and for other corporate
purposes. We are continuously expanding our business and to fulfil existing and upcoming orders, would
require working capital to fund trade payables.

Page 115 of 447

Basis of estimation of incremental working capital requirement:

The estimates of the working capital requirements for the FY 2026 & FY 2027 have been prepared based
on the management estimates of future financial performance. The projection has been prepared using
set of assumptions that include assumptions about future events and management’s action that are not
necessarily expected to occur. On the basis of existing and estimated working capital requirement of our
Company on standalone basis, and assumptions for such working capital requirements, the Board has
pursuant to its resolution dated July 14, 2025 has approved the estimated working capital requirements
for FY 2026 and FY 2027 and the proposed funding of such working capital requirements as set forth
below:
(Amount in Rs. Lakhs)
FY’23 FY’24 FY’25 FY’26 FY’27
Particulars
Audited Audited Audited Projected Projected
Current Assets
Inventory 12.84 12.84 - - -
Trade Receivables 203.43 116.72 861.57 1,094.28 1,458.32
Other Current Assets 104.65 63.13 547.55 859.26 1,169.81
Total Current Assets (A) 320.92 192.69 1,409.12 1,953.54 2,628.12
Current Liabilities
Trade Payables 36.33 52.37 182.66 299.25 344.34
Other Current Liabilities 18.63 51.18 60.47 128.74 182.29
Short Term Provision 0.02 24.62 123.41 180.51 266.43
Total Current Liabilities (B) 54.98 128.17 366.54 608.50 793.06
Working Capital Gap (A-B) 265.94 64.52 1,042.58 1,345.04 1,835.06
Funding Pattern:
Short Term Borrowing 265.94 64.52 274.53 125.63 64.83
Internal Accruals - - 768.05 869.41 1,220.23
IPO Proceeds - - - 350.00 550.00
*Working Capital Gap have been determined without borrowings and excluding operating cash and cash
equivalents.

Assumptions of Holding Levels

Provided below are details of the holding levels (days) considered.
Particulars FY’23 FY’24 FY’25 FY’26 FY’27
Audited Audited Audited Projected Projected
Inventory 4 9 - - -
Trade Receivables 58 82 164 85 80
Trade Payables 12 86 52 30 25
*As certified by NKSC & Co., Chartered Accountants, through its certificate dated July 14, 2025.

Exim Routes operates under a group-based structure, with Exim Routes Limited as the Indian parent
company, supported by a network of international subsidiaries. The sourcing and global logistics of
recyclable paper are handled by its overseas subsidiaries, which include Exim Routes Inc. (USA), Exim
Routes Pte. Ltd. (Singapore), Exim Routes (UK) Ltd. (UK), Good Earth SCM GmbH (Germany), and
Exim Routes (SA) Pty Ltd. (South Africa).

The parent company is responsible for setting the overall strategic direction, ensuring governance across
the group, and leading key technology initiatives. It also plays a central role in coordinating with its
subsidiaries to manage operations, logistics, and trade execution.

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Until FY 2023–24, the majority of the recyclable paper trade was conducted directly by the overseas
subsidiaries. However, beginning FY 2024–25, the company implemented a revised business model
wherein Exim Routes Limited (India) began functioning as an intermediary. Under this model, the parent
company purchases recyclable paper from its subsidiaries as well as directly from international suppliers
(yards) and sells it to Indian paper mills in Indian Rupees (INR).

This transition was aimed at addressing challenges faced by certain domestic customers who preferred
not to transact in foreign currencies. By enabling INR-denominated transactions through the Indian
parent company, Exim Routes was able to expand its reach within the domestic market. Consequently,
the volume of transactions and sales recorded under Exim Routes Limited saw a significant increase in
FY 2024–25.

This model is expected to be continued going forward, strengthening Exim Routes’ market positioning
and providing a competitive advantage in the recyclable paper trade.

For further details, please refer to the Business Chapter on page 198.

Particulars Justification

Current Assets
The company’s inventory primarily consisted of chemicals. During FY 2023 and FY 2024, the
inventory holding period was minimal. In FY 2024-25, the company exited the chemical
segment and wrote off the remaining unsold chemical inventory. Going forward, the company
will focus solely on trading recyclable paper through the high sea sales route, where Exim
Inventory India sells recyclable paper to Indian mills while the goods are still in international waters. As
a result, there is no requirement to maintain inventory, and the company does not expect to
hold any inventory in FY 2026 and FY 2027.

Trade receivable days increased from 58 days in FY 2023 to 82 days in FY 2024, even though
the outstanding receivables declined from Rs.203.43 lakhs to Rs.116.72 lakhs. This rise in
receivable days was primarily due to unbilled revenue of Rs.89.53 lakhs, where services had
been rendered but invoices were yet to be issued.

In FY 2025, Exim Routes (the holding company) reported a substantial revenue increase from
Rs.520.24 lakhs to Rs.1,923.08 lakhs. This growth was driven by Exim India acting as an
intermediary in the recyclable paper supply chain, enabling domestic paper mills to avoid
foreign currency transactions with the company’s overseas subsidiaries. This strategic shift
allowed Exim India to expand its reach in the domestic market, resulting in higher revenue
Trade being recorded at the holding company level. Consequently, trade receivables rose from
Receivables Rs.116.72 lakhs in FY 2024 to Rs.861.57 lakhs in FY 2025. A significant portion of service
invoices, Rs.394.02 lakhs were raised toward the end of the year and were not yet due, which
contributed to the increase in receivable days.

Looking ahead, the company expects the receivable cycle to stabilize, with trade receivable
days projected at approximately 85 days for FY 2026 and 80 days for FY 2027. The increase
in receivables to Rs.1,094.28 lakhs in FY 2026 and Rs.1,458.32 lakhs in FY 2027 reflects the
company’s overall business growth.

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 Other current assets include Advances to supplier and employees, Loan to employees, Loan
and advances to related party & unrelated party, Prepaid Expenses, Balance with Revenue
Authorities etc.

During the last two financial years, Amount has reduced from Rs. 104.65 Lakhs in FY 2023
to Rs. 63.13 Lakhs in FY 2024, further in FY 2025 it increases to amount Rs. 547.55 Lakhs
because advance given to supplier i.e. its own subsidiary due to advance payment to
Other Current
international suppliers (yards) for the recyclable papers.
Assets
For the projected periods, other current assets, stand at Rs. 859.26 Lakhs, Rs. 1,169.81 Lakhs
for FY 2026 & FY 2027. The increase in other current assets is due to a higher balance with
revenue authorities, resulting from increased revenue from operations. Apart from that, there
has also been a rise in advances made to suppliers either directly to international suppliers
(yards) or subsidiaries and employees.

Current
Liabilities
Trade payable days increased from 12 days in FY 2023 to 86 days in FY 2024. During this
period, trade payables rose from Rs.31.73 lakhs to Rs.52.37 lakhs, even though Exim's overall
purchases declined. The increase was mainly due to delayed payments in the last quarter of
FY 2024. In FY 2025, trade payable days reduced to 52 days, despite a significant rise in trade
payables from Rs.52 lakhs to Rs.182 lakhs, as the company began making advance payments
to suppliers.
Trade
Payables With the expected funds from the proposed issue, the company plans to further reduce credit
periods and negotiate better pricing, particularly with larger suppliers. This strategy is
expected to lower procurement costs and improve EBITDA margins. Accordingly, trade
payable days are targeted to reduce to 30 days in FY 2026 and 25 days in FY 2027, with
corresponding payable amounts projected at Rs.299.25 lakhs and Rs.344.34 lakhs,
respectively.

Other current liabilities include Statutory liability payable, Employees related Payable,
Investment Payables.
During the last three financial years, Amount has increased from Rs. 18.63 Lakhs in FY 2023
Other Current
to Rs. 51.18 Lakhs in FY 2024 further to Rs. 60.47 Lakhs in FY 2025. For the projected years,
Liabilities
other current liabilities, stand at Rs. 128.74 Lakhs, Rs. 182.29 Lakhs for FY 2026, & FY 2027
respectively. The increase in Other current liabilities is on account of Statutory liability
payable, Employee related Payable which shows the sustainably growth of the company.
Short-term provisions consist of provisions for gratuity and income tax.

Over the past three financial years, the amount has increased from Rs.0.02 lakhs in FY 2023
Short Term to Rs.24.62 lakhs in FY 2024, and further to Rs.123.41 lakhs in FY 2025. For the projected
Provision years, short-term provisions are expected to rise to Rs.180.51 lakhs in FY 2026 and Rs.266.43
lakhs in FY 2027, reflecting the company's increasing profitability and overall business
growth.

*As certified by NKSC & Co., Chartered Accountants, through its certificate dated July 14, 2025.

3. To meet out the expenses for Investment in Office space to accommodate new hires

We propose to utilize Rs. 713.00 lakhs from the Net Proceeds of the Fresh Issue towards funding a new
office space - of which 604 Lakhs is the estimated cost to procure the office space and a further 109.00
Lakhs has been earmarked for the necessary interior fitout work.

Currently we employ 18 people in India, of which 10 are desk-based roles out of Gurgaon (management,
operations and logistics, legal and secretarial, tech/ IT). As part of our product development roadmap as
mentioned in Object No. 1, we are planning to hire another 17 personnels, of which 16 would be based
out of Gurgaon. The current office space is insufficient to accommodate the increased head count. As
Page 118 of 447
such, we are proposing using part of the IPO proceeds in a new working space in Gurugram to co-locate
our team.

This will give us further advantage by way of co-working and lead to better collaboration across teams.
This will also help our Company to build valuable assets for the future.

We have identified a potential office space at AIPL, Autograph, Sector 66, Gurugram 122018.

This space has been left blank intentionally.

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Quotation A: We have taken a quotation for the same office from M/s New Bharat Infra on May 30,
2025. *Excluding Taxes, stamp duty, registration charges, and other applicable charges.

Particulars Details

Address AIPL, Autograph, Sector 66, Gurugram 122018

Owner of the property Advance India Projects Limited (AIPL)

Property Category Commercial

Parking N.A.

Super Built-up Area (sq. ft.) 2,916

Carpet Area (sq. ft.) 1,613

Total Value of Property 604.77 Lakhs*

Note 1: The above calculations are based on standard prices, but prices from the developer are subject
to change at time of the transaction depending on market situation.
Note 2: The availability of this particular unit is also subject to change between now and the date of
transaction, If this particular unit is unavailable at the time of transaction, we will endeavour to provide
an alternate unit in the same project (the prices of which are subject to change depending on the new
unit specs and prevailing market conditions at the time).
Note 3: Further, our Promoters, Directors, Key Managerial Personnel and the Group Companies do not
have any interest in the proposed acquisition of the equipment or in the entity from whom we have placed
purchase orders in relation to such proposed acquisition of the equipment.
Note 4: In case of any increase in purchase consideration, the same will be funded by the company
through internal accruals.

Furthermore, given the property will come unfurnished, we have obtained quotes for the necessary
interiors work needed to make the space fit-for-purpose as an office. These include electricals, HVAC,
IT networks, CCTV as well as interior furniture.

Quotation B: We have taken a quotation for interior fitout work from Wood Mart on July 02, 2025

[Link]. Item Description Amount (In INR Lakh)

1. Interior Work 57.35

2. Electrical Work 18.51

3. Fire and Life Safety Systems (FAS) 1.92

4. CCTV 1.83

Page 120 of 447

 5. PHE 5.93

6. Heating, Ventilation and Air Conditioning (HVAC) 7.95

7. Networking 2.33

8. Furniture 8.43

9. Architectural and Project Management Fees 5.30

Sub-Total 109.55

TOTAL AMOUNT (excl. GST) 109.55

Note 1: The prices mentioned above are valid for 6 months from quotation date
Note 2: In case of any increase in purchase consideration, the same will be funded by the company
through internal accruals
Note 3: Further, our Promoters, Directors, Key Managerial Personnel and the Group Companies do not
have any interest in the entity from whom we have placed work order.
Note 4: No second-hand hardware would be purchased from the issue proceeds.

4. General Corporate Purposes

Our Company intends to deploy the balance Net Proceeds aggregating Rs. [●] Lakh for General
Corporate Purposes subject to such utilization not exceeding 15% of the Gross Proceeds or Rs. 10 crores,
whichever is lower, in compliance with the SEBI Regulations and circular issued thereafter, including
but not limited or restricted to, strategic initiatives, strengthening our marketing network & capability,
meeting exigencies, brand building exercises in order to strengthen our operations. Our management, in
accordance with the policies of our Board, will have flexibility in utilizing the proceeds earmarked for
General Corporate Purposes.

ISSUE RELATED EXPENSES

The expenses for this Issue include issue management fees, underwriting fees, registrar fees, legal
advisor fees, printing and distribution expenses, advertisement expenses, depository charges and listing
fees to the Stock Exchange, among others. The total expenses for this Issue are estimated not to exceed
Rs. [●] Lakh.

Amount % of Total
S. No. Particulars
(Rs. in Lakhs) * Expenses
1 Book Running Lead manager(s) fees [●] [●]
2 Underwriter fees [●] [●]
3 Fees payable to Market maker to the issue [●] [●]
4 Fees payable to Registrar to the issue [●] [●]
5 Fees payable for Advertising and Publishing expenses [●] [●]
6 Fees payable to Regulators including Stock exchanges [●] [●]
and depositories
7 Payment for printing & Stationary, postage, etc. [●] [●]
8 Fees payable to statutory auditor, Legal Advisor and [●] [●]
other professional.
Page 121 of 447
 9 Others [●] [●]
Total [●] [●]
1. As per the certificate dated July 09, 2025, given by M/s NKSC & Co., Chartered Accountants,
Statutory auditor of the company, the company has incurred a sum of Rs. 5.00 Lakhs towards
issue expenses.
2. Selling commission payable to the members of the CDPs, RTA, SCSBs on the portion of RII, NII
would be as follows:
3. Portion for RIIs 0.01% (exclusive of GST)
4. Portion for NIIs 0.01% (exclusive of GST)
5. Percentage of the amount received against the Equity Shares Allotted (i.e. the product of the
number of Equity Shares and the Issue Price)
6. The members of RTA and CDPs will be entitled to application charges of Rs. 5/- (plus applicable
taxes) as per valid allotment. The terminal from which the application form has been uploaded
will be taken into account in order to determine the total application charges payable to the
relevant RTA/CDP.
7. Registered Brokers will be entitled to a commission of Rs. 5/- (plus applicable taxes) (Approx.),
per allotment, procured from RII, NII and submitted to the SCSBs for processing. The terminal
from which the application has been uploaded will be taken into account in order to determine
the total processing fees payable to the relevant Registered Broker.
8. SCSBs would be entitled to a processing fee of Rs. 5/- (Plus applicable taxes) (Approx.) for
processing the application forms, for valid allotments, procured by the members of the Registered
Brokers, RTAs and CDPs and submitted to them.
9. The Sponsor Bank shall be entitled to a maximum fee up to Rs. 9 /- (Rupees Nine Only) per valid
Bid cum Application Form plus applicable taxes.

MEANS OF FINANCE
(Amount in Lakhs)
Particulars Estimated Amount
IPO Proceeds [●]

APPRAISAL BY APPRAISING AGENCY

The fund requirement and deployment are based on internal management estimates and have not been
appraised by any bank or financial institution.

SCHEDULE OF IMPLEMENTATION

We propose to deploy the Net Proceeds from the issue for the previously mentioned purposes in
accordance with the estimated schedule of implementation and deployment of funds set forth in the table
below.
(Amount in Lakhs)
Estimated Estimated
Amount to be
Utilisation of Utilisation of
Sr. No. Particulars funded from
Net Proceeds Net Proceeds
Net Proceeds
(F.Y. 2025-26) (F.Y. 2026-27)

Page 122 of 447

 1. To meet out the expenses for 1,187.00 222.00 965.00
Development and Maintenance of the
ERIS platform

2. To meet out the expenses for Working 900.00 350.00 550.00

Capital to fund business growth

3. To meet out the expenses for Investment 713.00 713.00 -

in Office space to accommodate new hires

4. To meet out the expenses for General [●] [●] [●]

Corporate Purposes
Net Proceeds [●] [●] [●]
Note: The figures are indicative only, it may vary. The final figures will be given in RHP.

To the extent our Company is unable to utilise any portion of the Net Proceeds towards the Objects, as
per the estimated schedule of deployment specified above, our Company shall deploy the Net Proceeds
in the subsequent Financial Year towards the Objects.

DEPLOYMENT OF FUNDS

The Company has received the Sources and Deployment Funds Certificate dated July 09, 2025, from
M/s NKSC & Co., Chartered Accountants. The Company has incurred the amount of Rs. 5.00 Lakhs
towards issue expenses till date.

INTERIM USE OF FUNDS

Pending utilization for the purposes described above, our Company intends to invest the funds in with
scheduled commercial banks included in the second schedule of Reserve Bank of India Act, 1934. Our
management, in accordance with the policies established by our Board of Directors from time to time
and in compliance with the Companies Act, 2013 and other applicable laws, will deploy the Net
Proceeds. Further, our Board of Directors hereby undertake that full recovery of the said interim
investments shall be made without any sort of delay as and when need arises for utilization of process
for the objects of the issue in compliance with the Companies Act, 2013 and other applicable laws.

BRIDGE FINANCING FACILITIES

Our Company has not raised any bridge loans from any bank or financial institution as on the date of
this Draft Red Herring Prospectus, which are proposed to be repaid from the Net Proceeds.

MONITORING UTILIZATION OF FUNDS

As the Net Proceeds of the Issue will be less than Rs. 5,000 Lakh, under the SEBI (ICDR) Regulations
it is not mandatory for us to appoint a monitoring agency. However, our Company may appoint a
Monitoring Agency for monitoring the utilization of Gross Proceeds prior to the filing of this Red Herring
Prospectus on voluntarily basis. Our Audit Committee and the Monitoring Agency will monitor the
utilization of the Gross Proceeds till utilization of the proceeds. Our Company undertakes to place the
report(s) of the Monitoring Agency on receipt before the Audit Committee without any delay. Our

Page 123 of 447

Company will disclose the utilization of the Gross Proceeds, including interim use under a separate head
in its balance sheet for such fiscal periods as required under the SEBI ICDR Regulations, the SEBI
Listing Regulations and any other applicable laws or regulations, clearly specifying the purposes for
which the Gross Proceeds have been utilized. Our Company will also, in its balance sheet for the
applicable fiscal periods, provide details, if any, in relation to all such Gross Proceeds that have not been
utilized, if any, of such currently unutilized Gross Proceeds.

Pursuant to Regulation 32(3) of the SEBI Listing Regulations, our Company shall, on a half-yearly basis,
disclose to the Audit Committee the uses and applications of the Gross Proceeds. On an annual basis,
our Company shall prepare a statement of funds utilized for purposes other than those stated in this Red
Herring Prospectus and place it before the Audit Committee and make other disclosures as may be
required until such time as the Gross Proceeds remain unutilized. Such disclosure shall be made only
until such time that all the Gross Proceeds have been utilized 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 Comp any shall furnish to the Stock Exchanges on a half yearly basis, a
statement indicating (i) deviations, if any, in the actual utilization of the proceeds of the Issue from the
objects of the Issue as stated above; and (ii) details of category wise variations in the actual utilization
of the proceeds of the Issue from the objects of the Issue as stated above. This information will also be
uploaded onto our website.

No part of the Issue Proceeds will be paid by our Company as consideration to our Promoter, our
Directors, Key Management Personnel or companies promoted by the Promoter, except as may be
required in the usual course of business.

VARIATION IN OBJECTS

In accordance with Section 13(8) and Section 27 of the Companies Act, 2013 and applicable rules, our
Company shall not vary the objects of the Issue without our Company being authorised to do so by the
Shareholders by way of a special resolution through postal ballot. In addition, the notice issued to the
Shareholders in relation to the passing of such special resolution (the Postal Ballot Notice or E-Voting)
shall specify the prescribed details as required under the Companies Act and applicable rules. The Postal
Ballot Notice shall simultaneously be published in the newspapers, one in English and one in the
vernacular language of the jurisdiction where the Registered Office is situated. Our Promoters or
controlling Shareholders will be required to provide an exit opportunity to such Shareholders who do
not agree to the proposal to vary the objects, at such price, and in such manner, as may be prescribed by
SEBI, in this regard.

OTHER CONFIRMATIONS

Except to the extent of any proceeds received pursuant to the sale of Offered Shares proposed to be sold
in the Offer by the Promoter Selling Shareholders, neither our Promoters, nor members of our Promoter
Group, Directors, KMPs, Senior Management Personnel, or Group Companies will receive any portion
of the Offer Proceeds and there are no material existing or anticipated transactions in relation to
utilization of the Offer Proceeds with our Promoters, members of our Promoter Group, Directors, KMPs,
Senior Management Personnel, or Group Companies.

Our Company has not entered into and is not planning to enter into any arrangement/agreements with
any of our Directors, Key Managerial Personnel and Senior Management in relation to the utilisation of

Page 124 of 447

the Net Proceeds. Further, except in the ordinary course of business, there is no existing or anticipated
interest of such individuals and entities in the Objects of the Fresh Issue as set out above.

This space has been left blank intentionally.

Page 125 of 447

 BASIS FOR ISSUE PRICE

Investors should read the following summary with the section titled “Risk Factors”, the details about our
Company under the section titled "Our Business" and its financial statements under the section titled
"Financial Information of the Company" beginning on page 34, 198, and 292 respectively of the Draft
Red Herring Prospectus. The trading price of the Equity Shares of our Company could decline due to
these risks and the investor may lose all or part of his investment.

The Price Band/ Issue Price shall be determined by our Company in consultation with the Book Running
Lead Manager on the basis of the assessment of market demand for the Equity Shares through the Book
Building Process and on the basis of qualitative and quantitative factors. The face value of the Equity
Shares is ₹ 5/- each and the Issue Price.

QUALITATIVE FACTORS

Some of the qualitative factors, which form the basis for computing the price, are:

1. Designing and execution capabilities

2. Experienced management team and a motivated and efficient work force;
3. Cordial relations with our consumers;
4. Quality assurance and control.

For further details, refer to the heading chapter titled “Our Business” beginning on page 198 of this Draft
Red Herring Prospectus.

QUANTITATIVE FACTORS

Information presented below relating to the Company is based on the Restated Standalone Financial
Statements. Some of the quantitative factors which form the basis or computing the price are as follows:

1. Basic & Diluted Earnings Per Share (EPS):

Financial Year EPS (Basic & Diluted) Weight

2024-25 2.75 3
2023-24 0.52 2
2022-23 0.25 1
Weighted Average EPS 1.59
Based on Restated Standalone Financial Statements.
*
Note:
a) EPS Calculations have been done in accordance with Accounting Standard 20 - Earning per
share issued by the Institute of Chartered Accountants of India.
b) Basic earnings per share are calculated by dividing the net profit after tax by the weighted
average number of Equity Shares outstanding during the period.
c) Weighted Average number of Equity Shares is the number of Equity Shares outstanding at the
beginning of the year/period adjusted by the number of Equity Shares issued during year/period
multiplied by the time weighting factor. The time-weighting factor is the number of days for
which the specific shares are outstanding as a proportion of total number of days during the

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 year.
d) For the purpose of calculating diluted earnings per share, the net profit or loss for the year
attributable to equity shareholders and the weighted average number of shares outstanding
during the period are adjusted for the effects of all dilutive potential equity shares except where
the results are anti-dilutive.

2. Price to Earnings (P/E) ratio in relation to Issue Price of Rs. [●]/- per Equity Share of face
value Rs.5/- each fully paid up.

Particulars P/E Ratio

P/E ratio based on the Basic & Diluted EPS, as restated for FY 2024-2025 [●]
P/E ratio based on the Basic & Diluted EPS, as restated for FY 2023-2024 [●]
P/E ratio based on the Basic & Diluted EPS, as restated for FY 2022-2023 [●]
P/E ratio based on the Weighted Average EPS, as restated [●]
*Not Annualized

Industry P/E
Highest [●]
Lowest [●]
Average [●]

3. Return on Net Worth (RONW)

Financial Year Return on Net Worth (%) Weight

2024-25 42.28% 3
2023-24 71.49% 2
2022-23 68.97% 1
Weighted Average RONW 56.47%
*Based on Restated Standalone Financial Statements.

Note:
a) Return on Net Worth (%) = Net Profit after tax attributable to owners of the Company, as
restated /Average Net worth as restated as at year end.
b) Weighted average = Aggregate of year-wise weighted RoNW divided by the aggregate of
weights i.e.(RoNW x Weight) for each year/Total of weights
c) Net worth is an aggregate value of the paid-up share capital of the Company and reserves
and surplus,excluding revaluation reserves and attributable to equity holders.

4. Net Asset Value per Equity Share

Particulars Net Asset Value (NAV) in Rs.

2024-25 11.32
2023-24 117.70
2022-23 55.72
NAV after the Issue- At Cap Price [●]
NAV after the Issue- At Floor Price [●]
Note: Net Asset Value has been calculated as per the following formula:
Page 127 of 447
NAV = Net worth excluding preference share capital and revaluation reserve/Outstanding number
ofEquity shares after bonus impact during the year or period.

5. Comparison with industry peers

Face PAT
NAV
Value (Rs. In
Name of the EPS P/E RONW (Rs.
S.N (Per CMP Lakhs)
company (Rs) Ratio (%) Per share)
share)
1 Exim Routes 5.00 [●] 2.75 [●] 42.28% 11.32 354.63
Limited
Peer Group
We believe that there are no comparable listed peer of our company and therefore information related to
peer is not provided.
Note: Industry Peer may be modified for finalization of Issue Price before filing Draft Red Herring
Prospectus with ROC.
Notes:
• Considering the nature and turnover of business of the Company, there so no peers who are
comparable.
• The figures for Exim Routes Pvt Limited are based on the restated results for the year ended March
31, 2025.

For further details see section titled Risk Factors beginning on page 34 and the financials of the Company
including profitability and return ratios, as set out in the section titled Auditors Report and Financial
Information of Our Company beginning on page 292 of this Draft Red Herring Prospectus for a more
informed view.

Key financial and operational performance indicators (“KPIs”)

Our company considers that KPIs included herein below have a bearing for arriving at the basis for Offer
Price. The KPIs disclosed below have been approved by a resolution of our Audit Committee dated ,
July 09, 2025. Further, the KPIs herein have been certified by M/s NKSC & Co., Chartered Accountants,
by their certificate dated July 09, 2025, vide UDIN 25521986BMNYRY1132. Additionally, the Audit
Committee on its meeting dated July 09, 2025, have confirmed that other than verified and audited KPIs
set out below, our company has not disclosed to earlier investors at any point of time during the three
years period prior to the date of the Draft Red Herring Prospectus.

For further details of our key performance indicators, see “Risk Factors, “Our Business”, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 34, 198 and 294
respectively. We have described and defined them, where applicable, in “Definitions and Abbreviations”
section on page no. 2. Our Company confirms that it shall continue to disclose all the KPIs included in
this section “Basis for Offer Price”, on a periodic basis, at least once in a year (or for any lesser period
as determined by the Board of our Company), for a duration that is at least the later of (i) one year after
the listing date or period specified by SEBI; or (ii) till the utilization of the Net Proceeds. Any change in
these KPIs, during the aforementioned period, will be explained by our Company as required under the
SEBI ICDR Regulations.

Page 128 of 447

6. Key metrics like revenue growth, EBIDTA Margin, PAT Margin and few balance sheet ratios
are monitored on a periodic basic for evaluating the overall performance of our Company

Restated Standalone KPI indicators

(Amount in Lakhs, except EPS, % and ratios)

Particulars
Financial Year Financial Year Financial Year
ended March ended March ended March
31, 2025 31, 2024 31, 2023
Revenue from operations (1) 1,915.26 520.34 1,273.78
Growth in revenue from operations (2) 268.08% (59.17%) -
EBITDA (3) 491.37 115.31 53.09
EBITDA (%) Margin (4) 25.66% 22.16% 4.17%
EBIDTA Growth year on year (5) 326.13% 117.20% -
ROCE (%)(6) 26.81% 33.71% 11.71%
Current Ratio (7) 3.53 1.01 1.01
Operating cash flow (8) (581.79) 233.09 (21.12)
PAT (9) 354.63 61.98 30.33
ROE/ RoNW(10) 42.28% 71.48% 68.97%
EPS (11) 2.75 0.52 0.25

Restated Consolidated KPI indicators

(Amount in Lakhs, except EPS, % and
ratios)

Financial Year Financial Year Financial Year

Particulars
ended March ended March ended March
31, 2025 31, 2024 31, 2023
Revenue from operations (1) 12,066.99 7,185.90 3,644.58
Growth in revenue from operations (2) 67.93% 97.17% -
EBITDA (3) 994.70 458.00 63.62
EBITDA (%) Margin (4) 8.24% 6.37% 1.75%
EBIDTA Growth year on year (5) 117.18% 619.90% -
ROCE (%)(6) 35.53% 51.19% 14.50%
Current Ratio (7) 1.91 1.30 1.03
Operating cash flow (8) (488.40) (117.19) (5.22)
PAT (9) 756.28 420.32 37.49
ROE/ RoNW(10) 53.14% 149.01% 78.84%
EPS (11) 5.23 2.54 0.31

Notes:
(1)
Revenue from operations is the total revenue generated by our Company from its operation.
(2)
Growth in revenue in percentage, year on year
(3)
EBITDA is calculated as Profit before tax + Depreciation + Interest Expenses - Other Income
(4)
EBITDA Margin’ is calculated as EBITDA divided by Revenue from Operations
(5)
EBITDA growth rate year on year.

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(6)
ROCE: Return on Capital Employed is calculated as EBIT divided by capital employed, which is
defined as shareholders’ equity plus long-term debt and short term debt.
(7)
Current Ratio: Current Asset over Current Liabilities
(8)
Operating Cash Flow: Net cash inflow from operating activities.
(9)
PAT is mentioned as PAT for the period
(10)
ROE/RoNW is calculated PAT divided by average of shareholders’ equity
(11)
EPS is mentioned as PAT divided by weighted average share outstanding taking bonus impact.

KPI Explanation
Revenue from operationRevenue from Operations is used by our management to track the revenue
profile of the business and in turn helps to assess the overall financial
performance of our Company and volume of our business.
Revenue Growth Rate % Revenue Growth Rate informs the management of annual growth rate in
revenue of the company on consideration to the previous period
EBITDA EBITDA provides information regarding the operational efficiency of the
business
EBITDA Margin (%) EBITDA Margin (%) is an indicator of the operational profitability and
financial performance of our business
EBITDA Growth Rate % EBITDA Growth Rate informs the management of annual growth rate in
EBIDTA of company on consideration to previous period
ROCE % ROCE provides how efficiently our Company generates earnings from the
capital employed in the business.
Current Ratio Current ratio indicates the company’s ability to bear its short-term
obligations
Operating Cash Flow Operating cash flow shows whether the company is able to generate cash
from day-to-day business
PAT Profit after Tax is an indicator which determine the actual earning
available to equity shareholders
ROC/RoNW ROC/RoNW (%) is an indicator which shows how much company is
generating from its available shareholders’ funds
EPS Earning per share is the company’s earnings available of one share of the
Company for the period

7. GAAP Financial Measures

GAAP Financial measures are numerical measures which are disclosed by the issuer company in
accordance with the Generally Accepted Accounting Principles (GAAP) applicable for the issuer
company i.e., measures disclosed in accordance with Indian Accounting Standards (“Ind AS”) or
Accounting Standards (“AS”) notified in accordance with Section 133 of the Companies Act, 2013, as
amended (the “Act”). These measures are generally disclosed in the financial statements of the issuer
company.

On the basis of Restated standalone financial statements.

(Amount in Lakhs)
Financial Year Financial Year Financial Year
Particulars ended March 31, ended March 31, ended March 31,
2025 2024 2023
Revenue from operations 1,915.26 520.34 1,273.78
Profit after tax 354.63 61.98 30.33
Cash flow from operating activities (581.79) 233.09 (21.12)

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 Cash Flow from investing activities (434.79) (101.84) (95.69)
Cash Flow from financing activities 1,194.79 (142.45) 137.06
Net Change in Cash and cash
178.21 (11.20) 20.25
equivalents

On the basis of Restated Consolidated financial statements.

(Amount in
Lakhs)
Financial Year Financial Year Financial Year
Particulars ended March ended March 31st, ended March 31st,
31st, 2025 2024 2023
Revenue from operations 12,066.99 7,185.90 3,644.58
Profit after tax 756.28 420.33 37.49
Cash flow from operating activities (488.40) (117.19) (5.22)
Cash Flow from investing activities (410.82) (52.65) (81.08)
Cash Flow from financing activities 1,079.87 175.00 137.06
Net Change in Cash and cash
180.65 5.16 50.76
equivalents

8. Non- GAAP Financial measures

Non-GAAP Financial measures are numerical measures of the Technical Guide on Disclosure and
Reporting of KPIs issuer company’s historical financial performance, financial position, or cash flows
that:

i. Exclude amounts, or are subject to adjustments that have the effect of excluding amounts, that are
included in the most directly comparable measures calculated and presented in accordance with
GAAP in the financial statements of the issuer company; or

ii. Include amounts or are subject to adjustments that have the effect of including amounts, that are
excluded from the most directly comparable measures so calculated and presented. Such adjustment
items should be based on the audited line items only, which are included in the financial statements.
These Non-GAAP Financial measures are items which are not defined under Ind AS or AS, as
applicable. Generally, if the issuer company takes a commonly understood or defined GAAP
amount and removes or adds a component of that amount that is also presented in the financial
statements, the resulting amount is considered a Non-GAAP Financial measure. As a simplified
example, if the issuer company discloses net income less restructuring charges and loss on debt
extinguishment (having determined all amounts in accordance with GAAP), the resulting
performance amount, which may be labelled “Adjusted Net Income,” is a Non-GAAP Financial
measure.

On the basis of Restated Standalone financial statements.

(Amount in Lakhs, except %)

Financial Year Financial Year Financial Year
Particulars ended March 31, ended March 31, ended March 31,
2025 2024 2023
EBITDA 491.37 115.31 53.09
Revenue From operations 1,915.26 520.34 1,273.78
PAT 354.63 61.98 30.33
EBITDA margin 25.66% 22.16% 4.17%

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 Working capital 1,145.37 1.14 2.17
PAT Margin 18.52% 11.91% 2.38%

On the basis of Restated Consolidated financial statements.

(Amount in Lakhs, except%)
Financial Year Financial Year Financial Year
Particulars ended March 31, ended March 31, ended March 31,
2025 2024 2023
EBITDA 994.70 458.00 63.62
Revenue From operations 12,066.99 7,185.90 3,644.58
PAT 756.28 420.32 37.49
EBITDA margin 8.24% 6.37% 1.75%
Working capital 2,012.14 442.29 18.19
PAT Margin 6.27% 5.85% 1.03%

Apart from the above, the Ministry of Corporate Affairs (MCA), vide its notification dated March 24,
2021, has issued certain amendments to Schedule III to the Act. Pursuant to these amendments, the ratios
below are also required to be presented in the financial statements of the companies:

On the basis of Restated Standalone financial statements

Financial Year Financial Year Financial Year

Particulars ended March 31, ended March 31, ended March 31,
2025 2024 2023

Current Ratio 3.53 1.01 1.01

Debt-Equity Ratio 0.18 1.24 5.12
Debt-Service Coverage Ratio 11.56 87.00 43.71
Return on Equity 42.28% 71.48% 68.97%
Inventory Turnover Ratio 179.56 8.65 13.01
Trade Receivable Turnover
3.92 3.25 7.69
Ratio
Trade payables Turnover Ratio 11.02 5.01 14.08
Net Capital Turnover Ratio 3.34 314.40 (110.24)
Net Profit Ratio 18.52% 11.91% 2.38%
Return on Capital Employed 26.81% 33.71% 11.71%
Return on Investment 15.96% 15.36% 7.44%

On the basis of Restated Consolidated financial statements.

Financial Year Financial Year Financial Year

Particulars ended March 31, ended March 31, ended March 31,
2025 2024 2023

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 Current Ratio 1.91 1.30 1.03
Debt-Equity Ratio 0.20 0.89 4.54
Debt-Service Coverage Ratio 21.97 390.81 52.14
Return on Equity 53.14% 149.01% 78.84%
Inventory Turnover Ratio 612.94 464.00 141.79
Trade Receivable Turnover
4.87 6.92 14.79
Ratio
Trade payables Turnover Ratio 8.64 10.66 20.86
Net Capital Turnover Ratio 9.83 31.21 21,438.71
Net Profit Ratio 6.27% 5.85% 1.03%
Return on Capital Employed 35.53% 51.19% 14.50%
Return on Investment 15.88% 20.47% 5.66%

Ratios Explanation

Current Ratio Current Assets divided by Current Liabilities

Debt-equity ratio Short term and Long term debt divided by Shareholders funds
Debt service coverage ratio Earnings Available for Debt Service / Total Debt Service
Inventory Turnover Ratio Net Sales divided by Average Inventory
Trade receivables turnover Net sales divided by Average Accounts Receivables
ratio
Trade payables turnover COGS divided by Average of Accounts Payable
ratio
Net capital turnover ratio Revenue from Operations divided by Average Working Capital
Net profit ratio Net Profit after Tax divided by Revenue from Operations
Return on equity ratio Net Profit after Tax divided by Average shareholder’s equity
Return on capital employed EBIT divided by Capital Employed
Interest Service Coverage EBIT divided by Total Interest Service
Ratio

9. Comparison of KPI with listed industry peers

We believe that there are no comparable listed peer of our company and therefore information related to
peer is not provided.

10. Weighted average cost of acquisition

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

The details of the Equity Shares excluding shares issued under ESOP/ESOS and issuance of bonus shares
during the 18 months preceding the date of this draft red-herring prospectus where such issuance is equal
to or more than 5 per cent of the fully diluted paid-up share capital of the Issuer Company (calculated

Page 133 of 447

based on the pre-issue capital before such transaction), in a single transaction or multiple transactions
combined together over a span of rolling 30 days:
Issue
No. of Price
Face Issue
Date of Equity Adjusted Nature of Nature of
S. No. value Price
Allotment Shares after consideration Allotment
(Rs.) (Rs.)
allotted Bonus
Issue
1. On Incorporation* 1,00,000 10.00 10 0.17 Cash Subscription
to MOA
2. July 25, 2024 93,600 10.00 640 106.67 Cash Private
Placement
*Pursuant to the resolution passed by the Board of Directors, and the special resolution passed by the
shareholders of the Company at the Extraordinary General Meeting at their respective meetings held
on 7 August 2024, existing face value per equity share in the Authorized Share Capital and paid – up
capital of the Company was sub-divided from INR 10 per equity share to INR 5/- per Equity Share.
3. January 07, 2025 6,59,200 5.00 76.2 76.2 Cash Private
Placement

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

There are no secondary sale / acquisitions of Equity Shares, where the promoters, members of the
promoter group or shareholder(s) having the right to nominate director(s) in the board of directors of the
Company are a party to the transaction (excluding gifts), during the 18 months preceding the date of this
DRHP, where either acquisition or sale is equal to or more than 5% of the fully diluted paid up share
capital of the Company (calculated based on the pre-issue capital before such transaction/s and excluding
employee stock options granted but not vested), in a single transaction or multiple transactions combined
together over a span of rolling 30 days.

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

Weighted average cost

Weighted average
of acquisition after
cost of acquisition
Type of transaction Bonus shares Floor Price Cap Price
(₹ per equity
adjustments (₹ per
shares)
equity shares
Weighted average cost of
primary / new issue 8.11 0.23 [●] [●]
acquisition
Weighted average cost of
[●] [●] [●] [●]
secondary acquisition
*Calculated for last 18 months
**Calculated for Transfer of Equity Shares.

11. Explanation for Offer Price / Cap Price being [●] times and [●] times price of weighted average
cost of acquisition of primary issuance price / secondary transaction price of Equity Shares (set
out in (d) above) in view of the external factors which may have influenced the pricing of the
Offer.

Not Applicable.

Page 134 of 447

 STATEMENT OF POSSIBLE TAX BENEFITS

Independent Auditor’s Report on Statement of Special Tax Benefits

To,
The Board of Directors,
Exim Routes Limited
(Formerly known as Exim Routes Private Limited)
Unit No 421, 4th Floor, Suncity Success Tower,
Golf Course Extension Road, Sector 65, Gurugram, Haryana 122101, India

Dear Sir(s),

Sub: Statement of possible Special tax benefit (‘the Statement’) available to Exim Routes Limited
and its shareholders prepared in accordance with the requirements under Schedule VI-Clause
(9)(L) of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018 as amended (the ‘Regulations’)

We hereby confirm that the enclosed annexure, prepared by “Exim Routes Limited” (‘the Company”)
states the possible special tax benefits available to the Company and the shareholders of the Company
under the Income – tax Act, 1961 (‘Act’) as amended time to time, the Central Goods and Services Tax
Act, 2017, the Integrated Goods and Services Tax Act, 2017, the State Goods and Services Tax Act as
passed by respective State Governments from where the Company operates and applicable to the
Company, the Customs Act, 1962, presently in force in India for inclusion in the Draft Red Herring
Prospectus (“DRHP”) / Red Herring Prospectus (“RHP”) / Prospectus for the proposed public offer of
equity shares, as required under the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”).

Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions
prescribed under the relevant provisions of the Act. Hence, the ability of the Company or its shareholders
to derive the tax benefits is dependent upon fulfilling such conditions, which based on the business
imperatives, the company may or may not choose to fulfil.

The benefits discussed in the enclosed Annexure cover only special tax benefits available to the
Company and its Shareholders and do not cover any general tax benefits. Further, these benefits are
neither exhaustive nor conclusive and the preparation of the contents stated is the responsibility of the
Company’s management. We are informed that this statement is only intended to provide general
information to the investors and hence is neither designed nor intended to be a substitute for professional
tax advice. In view of the individual nature of the tax consequences, the changing tax laws, each investor
is advised to consult his or her own tax consultant with respect to the specific tax implications arising
out of their participation in the issue. We are neither suggesting nor are we advising the investor to invest
money or not to invest money based on this statement.

Our views are based on the existing provisions of the Act and its interpretations, which are subject to
change or modification by subsequent legislative, regulatory, administrative or judicial decisions. Any
such change, which could also be retroactive, could have an effect on the validity of our views stated

Page 135 of 447

herein. We assume no obligation to update this statement on any events subsequent to its issue, which
may have a material effect on the discussions herein.

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

• the Company or its Shareholders will continue to obtain these benefits in future;
• the conditions prescribed for availing the benefits, where applicable have been/would be met;
• The revenue authorities/courts will concur with the views expressed herein.

We hereby give our consent to include enclosed statement regarding the tax benefits available to the
Company and to its shareholders in the DRHP for the proposed public offer of equity shares which the
Company intends to submit to the Securities and Exchange Board of India provided that the below
statement of limitation is included in the offer document.

Limitations

Our views expressed in the statement enclosed are based on the facts and assumptions indicated above.
No assurance is given that the revenue authorities/courts will concur with the views expressed herein.
Our views are based on the information, explanations and representations obtained from the Company
and on the basis of our understanding of the business activities and operations of the Company and the
interpretation of the existing tax laws in force in India and its interpretation, which are subject to change
from time to time. We do not assume responsibility to update the views consequent to such changes.
Reliance on the statement is on the express understanding that we do not assume responsibility towards
the investors who may or may not invest in the proposed issue relying on the statement.

The enclosed Annexure is intended solely for your information and for inclusion in the Draft Red Herring
Prospectus / Red Herring Prospectus/ Prospectus or any other issue related material in connection with
the proposed issue of equity shares and is not to be used, referred to or distributed for any other purpose
without our prior written consent.

Signed in terms of our separate report of even date.

Yours faithfully,

For NKSC & Co.,

Chartered Accountants
Firm Reg No: 020076N

Sd/-
Priyank Goyal
(Partner)
Membership No.: 521986
Peer review number:014317
UDIN: 25521986BMNYRH9807

Place: New Delhi

Date: July 09, 2025

Page 136 of 447

Annexure to the statement of possible Tax Benefits

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

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

1. Special Tax Benefits available to the Company under the Act:

The Company is not entitled to any Special tax benefits under the Act.

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

The Shareholders of the company are not entitled to any Special tax benefits under the Act.

Notes:
1. All the above benefits are as per the current tax laws and will be available only to the sole / first
name holder where the shares are held by joint holders.

2. The above statement covers only certain relevant direct tax law benefits and does not cover any
indirect tax law benefits or benefit under any other law.

No assurance is given that the revenue authorities/courts will concur with the views expressed herein.
Our views are based on the existing provisions of law and its interpretation, which are subject to changes
from time to time. We do not assume responsibility to update the views consequent to such changes. We
do not assume responsibility to update the views consequent to such changes. We shall not be liable to
any claims, liabilities or expenses relating to this assignment except to the extent of fees relating to this
assignment, as finally judicially determined to have resulted primarily from bad faith or intentional
misconduct. We will not be liable to any other person in respect of this statement.

This space has been left blank intentionally.

Page 137 of 447

 SECTION V – ABOUT THE COMPANY

INDUSTRY OVERVIEW

The market information in the report titled “Report On Recycling Industry (Focus on Paper Recycling)”
dated June 03, 2025, (the “D&B Report”), prepared and released by Dun & Bradstreet Information
Services India Private Limited (“D&B”), which has been exclusively commissioned and paid for
pursuant to an engagement letter, is arrived at by employing an integrated research methodology which
includes secondary and primary research. In addition to the primary research, quantitative market
information is also derived based on data from trusted portals and industry publications. Therefore, the
information is subject to limitations of, among others, secondary statistics and primary research, and
accordingly the findings do not purport to be exhaustive. D&B estimates and assumptions are based on
varying levels of quantitative and qualitative analyses from various sources, including industry journals,
company reports and information in the public domain. D&B research has been conducted with a broad
perspective on the industry and will not necessarily reflect the performance of individual companies in
the industry.

Forecasts, estimates and other forward-looking statements contained in the D&B Report are inherently
uncertain and could fluctuate due to changes in factors underlying their assumptions, or events or
combinations of events that cannot be reasonably foreseen. The forecasts, estimates and other forward-
looking statements in the D&B Report depend on factors like the recovery of the economy, the
competitive environment, amongst others, leading to significant uncertainty, all of which cannot be
reasonably and accurately accounted for. Actual results and future events could differ materially from
such forecasts, estimates, or such statements.

Further, global economic and Indian Economic outlook as well as Paper Industry Indian or global as
stipulated in this section has been extracted from various websites and publicly available documents
from various industry sources. The data may have been re-classified by us for the purpose of
presentation. None of the Company and any other person connected with the Issue have independently
verified this information. Industry sources and publications generally state that the information
contained therein has been obtained from believed to be reliable, but their accuracy, completeness and
underlying assumptions are not guaranteed, and their reliability cannot be assured. 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, projection forecasts and assumptions that may prove to be incorrect. Accordingly, investors
should not place undue reliance on information.

Global Macro-Economic Landscape

Global Economic Overview

The global economy, which grew by 3.30% in CY 2023, is expected to record a sluggish growth of 3.20%
in 2024 before rising modestly to 3.30% in 2025. The year 2024 continued to remain a challenging year
marked by uncertainties and transformative shifts. Numerous factors such as high inflation in many
economies despite central bank effort to curb inflation, continuing energy market volatility driven by
geopolitical tensions particularly in Ukraine and Middle East, and the re-election of Donald Trump as
US President extended uncertainty around the trade policies as well as overall global economic growth.
High inflation and rising borrowing costs affected the private consumption on one hand while fiscal

Page 138 of 447

consolidation impacted the government consumption on the other hand. As a result, global GDP growth
is estimated to grow by 3.20% in CY 2024 as compared to 3.30% in CY 2023.
Historical & Projected GDP Growth (%)
6.60 7.00
6.00
4.40 4.20 4.20 4.30
3.70 3.60 4.00 3.30 3.20 3.30 3.30
2.90 2.90
1.90 1.70 1.70 1.90 1.80

CY 2019 CY 2020 CY 2021 CY 2022 CY 2023 CY 2024E CY 2025P CY 2026P

-1.80
-2.70
-4.00

Global Economy Advanced Economy Emerging and Developing Economy

Source – IMF Global GDP Forecast Release January 2025

Note: Advanced Economies and Emerging & Developing Economies are as per the classification of the
World Economic Outlook (WEO). This classification is not based on strict criteria, economic or
otherwise, and it has evolved over time. It comprises of 40 countries under the Advanced Economies
including the G7 (the United States, Japan, Germany, France, Italy, the United Kingdom, and Canada)
and selected countries from the Euro Zone (Germany, Italy, France etc.). The group of emerging market
and developing economies (156) includes all those that are not classified as Advanced Economies (India,
China, Brazil, Malaysia etc.)

Global Economic Outlook

At broader level, the overall world GDP growth is expected to grow modestly by 3.30% in 2025 and
2026 up from 3.20% in 2024. The real GDP in advanced economies is projected to grow 1.90% in 2025,
up from 1.70% in 2024 while the GDP growth in emerging economies is expected to continue growing
at 4.20% as in 2024. Global inflation is expected to decline steadily, to 4.20% in 2025 and to 3.50% in
2026 still somewhat higher than the 3.10% pace in 2019. In advanced economies, where inflation surged
to multidecade highs following the pandemic, price pressures are expected to moderate but remain
uneven. Wage cost pressures, potential tariffs and limited innovation undermining global
competitiveness in some sectors are likely to persist across European economies and the UK. In the US,
we expect the moderating trend in inflation will remain in place through early 2025, though it could then
change as deregulation, potential immigration restrictions and tariffs lead to a renewed inflation impulse.
In contrast to President-elect Trump’s first term, these inflationary pressures would come in a new
paradigm defined by fragile supply conditions, elevated geopolitical tensions and structural upside risks
to inflation. Geopolitical tensions such as the wars in Ukraine and the Middle East could further
exacerbate inflation volatility, particularly in energy and agricultural commodities. Furthermore,
escalating tariff battles, exemplified by the US-China trade war, US tariff imposition beyond China to
other countries and the economic uncertainty, threaten global economic growth by increasing the
protectionist measure worldwide, reducing trade volume and creating inefficiencies.

Historical and Projected Regional GDP Growth

GDP growth across major regions exhibited a mixed trend between 2022-23, with GDP growth in many
regions including North America, Emerging and Developing Asia, and Emerging and Developing Europe
Page 139 of 447
 slowing further in 2024. In 2025, GDP growth in Emerging and Developing Asia (India, China,
Indonesia, Malaysia, etc.) is expected to decrease further from 5.20% in CY 2024 to 5.10%, while in the
North America, it is expected to decrease from 2.8% 0in CY 2024 to 2.70% in CY 2025.
Historical & Projected GDP Growth Across Major Regions (%)

7.40 7.70 5.20 7.10

6.10 3.60 5.70 5.10 4.10
5.50 3.30
2.90 2.70 5.10 4.80 3.60 4.20 2.40
4.20 2.40 2.70 4.40
2.40 3.90
4.40
3.80 4.20 3.20
2.50 2.80 2.10 2.40 2.50 2.00 2.20
0.60

North America Latin America & The Middle East & Central Emerging & Developing Sub Saharan Africa Emerging and
Caribbean Asia Asia -1.60 Developing Europe
-2.20 -2.20 -0.50

-1.80
-6.90

CY2020 CY2021 CY2022 CY2023 CY2024E CY2025P CY 2026P

Source-IMF World Economic Outlook January 2025 update.

Except for Emerging and Developing Asia, Emerging and Developing Europe and North America, all
other regions are expected to record an increase in GDP growth rate in CY 2025 as compared to CY
2024. Further, growth in the United States is expected to come down at 2.71% in CY 2025 from 2.80%
in CY 2024 due to lagged effects of monetary policy tightening, gradual fiscal tightening, and a softening
in labour markets slowing aggregate demand. India and China saw greater-than-anticipated growth in
2023 due to heightened government spending and robust domestic demand, respectively and expected
to slow down due gradually in 2024 and in subsequent two years. Mainland China will face a different
macroeconomic challenge: the risk of deflation due to subdued consumer spending trends, cautious
business investment and ongoing deleveraging in the property sector. This has prompted authorities to
announce stimulus measures to prevent exacerbating deflationary pressures. Indeed, deflation could slow
the economic recovery by delaying consumer purchases, eroding corporate revenues and worsening real
debt burdens, particularly if property sector weakness and slowing exports continue to weigh on private
sector confidence. Emerging markets will grapple with the challenge of curbing inflation while
contending with fragile supply chains, volatile commodity prices and foreign exchange fluctuations.
Sub-Saharan Africa's expected growth in 2024 is attributed to the diminishing negative impacts of
previous weather shocks and gradual improvements in supply issues.

India Macroeconomic Analysis

India emerged as one of the fastest growth economies amongst the leading advanced economies and
emerging economies. In CY 2024, even amidst geopolitical uncertainties, particularly those affecting
global energy and commodity markets, India continues to remain one of the fastest growing economies
in the world and is estimated to register a GDP growth of 6.50%.

Country CY 2020 CY 2021 CY 2022 CY 2023 CY 2024 E CY 2025 P CY 2026 P

India -7.30% 8.90% 7.20% 8.20% 6.50% 6.50% 6.50%
China 2.30% 8.10% 3.00% 5.20% 4.80% 4.60% 4.50%
United States -3.40% 5.70% 2.10% 2.90% 2.80% 2.71% 2.10%

Page 140 of 447

 Japan -4.60% 1.60% 1.00% 1.70% -0.20% 1.10% 0.80%
United
-9.80% 7.40% 4.10% 0.30% 0.90% 1.60% 1.50%
Kingdom
Russia -3.00% 4.70% -2.10% 3.60% 3.80% 1.40% 1.20%
Source: World Economic Outlook, January 2025
The Government stepped spending on infrastructure projects to boost the economic growth had a positive
impact on economic growth. The capital expenditure of the central government increased by an average
of 26.52% during FY 2023-FY 2024 which slowed to 7.27% in FY 2025 which is expected to translate
in moderating GDP growth of 6.5% in 2024. In the Union Budget 2025-2026, the government announced
INR 11.21 billion capex on infrastructure (10.12% higher than previous year revised estimates) coupled
with INR 1.5 trillion in interest-free loans to states. This has provided much-needed confidence to the
private sector, and in turn, expected to attract the private investment.

Historical GDP and GVA Growth trend

As per the latest estimates, India’s GDP at constant prices is estimated to grow to INR 187.95 trillion in
FY 2025 (Second Advance Estimates) with the real GDP growth rates estimated to be 6.5% for FY 2025.
Similarly, real Gross Value Added (GVA) growth stood at 7.2% in FY 2023, rose to 8.6% in FY 2024,
and is expected to moderate to 6.4% in FY 2025. Even amidst global economic uncertainties, India’s
economy exhibited resilience supported by robust consumption and government spending.

Growth Trend (Constant 2011-12 Prices)

8.56%
7.21%

6.37%
7.61%

9.19%

6.48%

FY 2023 FE FY 2024 FRE FY 2025SAE

GDP GVA

Source: Ministry of Statistics & Programme Implementation (MOSPI), National Account Statistics, 2024-
25

Sectoral Contribution to GVA and annual growth trend

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 Sectoral GVA Growth Sectoral Contribution to GVA
(at constant prices 2011-12)

10.82%
10.33%

8.99%
8.56%
54.32% 54.53% 55.00%
7.21% 7.3% 7.29%
6.26% 6.37%

5.58%
30.18% 30.81% 30.58%
2.48% 2.66%

15.50% 14.66% 14.41%

FY 2023 FE FY 2024 FRE FY 2025SAE

FY 2023 FE FY 2024 FRE FY 2025SAE
Agriculture Industry Services GVA Agriculture Industry Services

Source: Ministry of Statistics & Programme Implementation (MOSPI)

Sectoral analysis of GVA reveals that the industrial sector experienced a moderation in FY 2025,
recording a 5.58% y-o-y growth against 10.82% year-on-year growth in FY 2024. Within the industrial
sector, growth moderated across sub sector with mining, manufacturing, and construction activities
growing by 2.76%, 4.29%, and 8.64% respectively in FY 2025, compared to 3.21%, 12.30%, and 10.41%
in FY 2024. Growth in the utilities sector too moderated to 6.03% in FY 2025 from 8.64% in the previous
year. The industrial sector’s contribution to GVA moderated marginally from 30.81% in FY 2024 to
30.58% in FY 2025.

The services sector continued to be the main driver of economic growth, although its pace moderated. It
expanded by7.29% in FY 2025 from 8.99% in FY 2024. The services sector retained its position as the
largest contributor to GVA, rising from 54.32% in FY 2023 to 54.53% in FY 2024, with a further increase
to 55.00% projected in FY 2025.

The agriculture sector saw an acceleration, with growth increasing from 2.66% in FY 2024 to 4.59 in FY
2025. However, its contribution to GVA declined marginally from 14.66% in FY 2024 to 14.41% in FY
2025. Overall, Gross Value Added (GVA) growth moderated to 6.37% in FY 2025 from 8.56% in FY
2024

Annual & Monthly IIP Growth

Industrial sector performance as measured by IIP index grew by 5.92% in FY 2024 (against 5.24% in
FY 2023) backed by the increased in Manufacturing index, which has 77.63% weightage in overall index.
The manufacturing index grew by 5.54% in FY 2024 against 4.66% year-on-year growth in FY 2023.
Mining sector index too grew by 7.51% in FY 2024 against 5.83% in the previous years while the
Electricity sector Index, witnessed an improvement of 7.07% in FY 2024 against 8.88% in the previous
year.

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 Annual IIP Growth
11.43%

12.18%
-1.44%
5.92%
5.24%

7.51%
11.77%
1.58%

5.83%
4.66%

5.54%
0.96%

8.88%
7.93%

7.07%
-0.85%

-0.51%
FY20 FY21 FY22 FY23 FY24

-9.57%
-7.85%

-8.45%

Mining Manufacturing Electricity General

Montly IIP Change on Y-O-Y Basis

6.25%
5.60% 5.47%
5.19% 4.98% 4.96%
4.93%
4.39% 4.21%
3.66%
3.23% 3.22%

0.00%

Sector-wise Montly IIP Change on Y-O-Y Basis

13.74%
8.58%
10.24% 10.30%
8.13% 8.62%
7.59% 7.94%
6.02% 6.77% 6.56%
5.20% 5.90% 4.71% 6.17%
5.63% 5.10% 5.53%
4.62% 4.94% 4.42%
4.03% 4.36%
4.18% 3.75% 3.03%
3.53% 1.96% 1.90% 2.58%
1.23% 3.64% 1.30% 1.18% 0.86%
0.18%
0.49%

-3.72%
-4.29%
Mining Manufacturing Electricity

Source: Ministry of Statistics & Programme Implementation (MOSPI)

In the current fiscal FY 2025, the monthly IIP measured index has reported steady improvement over the
last fiscal during the first quarter but in later month starting from July 2024 its year-on-year growth
moderated due to the high base effect as month year-on-year growth between July 2023 to October 2023
ranged in between 6.18% -11.89% range. Overall month IIP index growth moderated to 3.22% in
December 2024 against 4.96% growth in the November 2024 and 4.39% growth in December 2023.
Both manufacturing and mining index indicated moderation in December 2024 over the previous month

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as well as against December 2023 while growth in electricity Index improved considerably against
November 2024 and December 2023,

Annual and Quarterly: Investment & Consumption Scenario

Other major indicators such as Gross fixed capital formation (GFCF), a measure of investments, gained
strength during FY 2024 as it registered 8.99% year-on-year growth against 6.62% yearly growth in FY
2023, taking the GFCF to GDP ratio measured to 33.52%, the highest in last six years.
Capital Investment Trend IN India

32.45% 33.38% 33.27% 33.52%

31.64% 31.17%

17.52%

11.20%
8.99%
6.62%
1.15%

FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024

-7.10%
GFCF (y-o-y change) Investment as % of GDP

Source: Ministry of Statistics & Programme Implementation (MOSPI)

On quarterly basis, GFCF exhibited a fluctuating trend in quarterly growth over the previous year same
quarter. In FY 2024, the growth rate moderated to 6.47% in March quarter against the previous two
quarter as government went slow on capital spending amidst the 2024 general election while it observed
an improvement in Q1 FY 2025 by growing at 7.47% against 6.47% in the previous quarter. Still, the
growth rate remained lower compared to the same quarter in the previous year. The GFCF to GDP ratio
measured 34.31% in Q2 FY 2025.

Private Consumption Scenario

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 Private Consumption Trend in India (PFCE Growth)
11.68%

7.09% 6.77%
5.17%
4.03%

FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024

-5.29%

Quarterly Private Consumption Trend in India, PFCE (Y-o-Y Growth)

18.05% 18.48%

13.65%
11.04%
8.24% 7.45%
6.23% 5.55% 5.96%
4.03% 3.99%
1.82% 1.50% 2.61%
Q1-2021-22

Q2-2021-22

Q3-2021-22

Q4-2021-22

Q1-2022-23

Q2-2022-23

Q3-2022-23

Q4-2022-23

Q1 2023-24

Q2-2023-24

Q3-2023-24

Q4-2023-24

Q1-2024-25

Q2-2024-25
Sources: MOSPI
Private Final Expenditure (PFCE) a realistic proxy to gauge household spending, observed decelerated
in FY 2023 and FY 2024 amidst high inflation. However, quarterly data indicated some improvement in
the current fiscal as the growth rate improved over the corresponding period in the last fiscal.

Inflation Scenario

The inflation rate based on India's Wholesale Price Index (WPI) exhibited significant fluctuations across
different sectors from August 2023 to December 2024. Overall WPI number measured 2.37% higher in
December 2024. Increasing inflation in December 2024 was primarily due to increase in prices of food
articles, manufacture of food products, other manufacturing, manufacture of textiles and non-food
articles etc. By December 2024, Primary Articles WPI inflation moderated compared to October prices
level but increase marginally compared to the previous month and observed 6.02% year-on-year growth
over the same month last year. The Price of food articles observed a decline of (-3.08%) and crude
petroleum & natural gas (- 2.87%) in December 2024 compared to the previous month i.e. November
2024. However, the Price of non-food articles grew by 2.53% and minerals by 0.48% in December 2024
as compared to November 2024.

Moreover, power & fuel, the index for this major group increased by 1.90% to 149.90 in December 2024
from 147.10 in the month of November 2024. Price of electricity (8.81%) and coal (0.07%) increased in

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December 2024. The price of mineral oils (-0.06%) decreased in December 2024 as compared to
November 2024.

Monthly (Y-oY) Change in WPI , (2011-12)

Overall WPI Fuel & Power Primary Article Manufactured

10.00%
8.00%
6.00%
4.00% 2.74% 3.36%
2.04% 1.91% 2.36% 1.89% 2.37%
2.00% 0.86% 1.19% 1.25%
0.39% 0.33% 0.20% 0.26%
0.00%
-2.00% -0.46% -0.07%
-0.26%
-4.00%
-6.00%
-8.00%
Sep-23

Feb-24

May-24

Jun-24

Sep-24
Aug-23

Nov-23

Jan-24

Aug-24

Nov-24
Oct-23

Dec-23

Mar-24

Apr-24

Jul-24

Oct-24

Dec-24
Y-o-Y Growth in Monthly Consumer Price Indices (2011-12 Series)

9.94% 9.53% 10.87%

8.70% 8.70% 9.36%
8.30% 8.66% 8.52% 8.69%
9.24% 9.04%
6.62% 6.61% 8.39%

5.42%
5.66%

Rural Urban India

Source: MOSPI, Office of Economic Advisor

Retail inflation rate (as measured by the Consumer Price Index) in India showed notable fluctuations
between August 2023 and December 2024. Overall, the national CPI inflation rate increased to 9.94% in
August 2023 but moderated to 8.39% by December 2024, indicating a gradual easing of inflationary
pressures across both rural and urban areas. Rural CPI inflation peaked at 9.67% in August 2023,
declining to 8.65 % in December 2024. Urban CPI inflation followed a similar trend, rising to 10.42%
in August 2023 and then dropping to 7.90% in December 2024. CPI measured above 6.00% tolerance
limit of the central bank since July 2023. As a part of an anti-inflationary measure, the RBI has hiked the
repo rate by 250 bps since May 2022 and 8 Feb 2023 while it held the rate steady at 6.50 % till January
2025. In February, RBI reduced the repo rate for the first time in the last 5 year by 25 basis point to
6.25% from 6.50% previously.

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Page 146 of 447

 Repo Rate %
6.25 6.50 6.50
6.25
4.90
6.25
4.40 6.25
5.90
4.00 Dec-20 4.00

Dec-21

Dec-22

Dec-23

Dec-24
Jun-20

Jun-21

Jun-22

Jun-23

Jun-24
Apr-20

Aug-20
Oct-20

Apr-21

Apr-22

Apr-23
Aug-21
Oct-21

Aug-22
Oct-22

Aug-23
Oct-23

Apr-24

Aug-24
Oct-24
Feb-24
Feb-21

Feb-22

Feb-23

Feb-25
Sources: CMIE Economic Outlook

Growth Outlook

India’s H1 FY2024-25 GDP slowdown is cyclical, influenced by credit tightening and delayed fiscal
spending, but strong fundamentals should drive growth in the latter half. The continuity of the NDA
government supports ongoing reforms, including labor and land reforms, and efforts to control retail
inflation by managing food prices. Inflation eased to 5.5% in November 2024, but risks from high food
prices and geopolitical tensions remain. Rural demand has been resilient due to favorable monsoons and
agricultural output, while urban demand faces pressure.

Externally, global geopolitical tensions, including the Gaza conflict, pose risks to global stability. The
Indian rupee weakened in October 2024 but outperformed its peers, supported by RBI interventions and
high FX reserves. Despite this, external pressures, including US monetary policy, will continue to strain
the rupee in the near term.

India’s projected GDP growth for CY 2025 is 6.50%, the fastest among major emerging markets, and is
expected to maintain this growth rate through 2029. Inflation is expected to slow, with improvements in
infrastructure, digital technology, and ease of doing business supporting long-term growth. The Union
Budget 2025-26 also targets a reduced fiscal deficit of 4.4% (lower than the revised estimate of 4.8% of
GDP in 2024-25), highlighting India’s capacity to grow while adhering to fiscal goals. Capital
expenditure has been significantly boosted, projected at 3.4% of GDP (INR 11.1 trillion) for FY2025-
26, the highest in 21 years. Investments in port connectivity and commodity corridors aim to enhance
manufacturing competitiveness and achieve export targets.

With a focus on stimulating demand, driving investment and ensuring inclusive development, the budget
introduces measures such as tax relief, increased infrastructure spending and incentives for
manufacturing and clean energy. These initiatives aim to accelerate growth while maintaining fiscal
discipline, reinforcing India’s long-term economic resilience. The expansion of tax relief i.e zero tax
liability for individuals earning up to INR 12 lacs annually under the new tax regime is expected to
strengthen household finances and, consequently, boost consumption.

Some of the key factors that would propel India’s economic growth in the coming years.

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Government focus on infrastructure development

Infrastructure development has remained recurring theme in India’s economic development. As India
aims to grow to a USD 5 trillion economy by 2027, Construction sector that include Infrastructure
construction will be critical for boosting economic growth as it is the key growth enabler for several
other sector. 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 sector enjoys intense focus from the Government which is well reflection
in higher budgetary allocations. To push the infrastructure development, government has also announced
higher budgetary allocation, various arrangement for raising funds through road asset monetization plan
and converting of NHAI’s existing InvIT into a public one is also planned. With economic targeting to
reach USD 5 trillion economy by 2027, demand for various infrastructure facilities such as power, cargo
movement, passenger movement is likely to grow which necessitate steady capacity addition in
infrastructure facilities.

The launch of flagship policies like National Infrastructure Pipeline (NIP), and PM Gati Shakti plan have
provided the coordination & collaboration that was lacking earlier. Both NIP and PM Gati Shakti are
ambitious billion-dollar plans that aim to transform India’s infrastructure, elevating it to the next level.
These projects are expected to improve freight movement, debottleneck the logistics sector, and improve
the industrial production landscape, which would provide the incremental growth in GDP.
Union Government's Budgetary Allocation for
Capital Expenditure (in INR Trillion)
11.21
10.18
9.49

7.4
5.93

4.26
3.36

FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 RE FY 2026 BE

Union Budget, Government of India

Development of Domestic Manufacturing Capability

The Government launched Production Linked Incentive (PLI) scheme in early 2020, initially aimed at
improving domestic manufacturing capability in large scale electronic manufacturing and gradually
extended to other sectors. At present it covers 14 sectors, ranging from medical devices to solar PV
modules. The PLI scheme provides incentives to companies on incremental sales of products
manufactured in India. This incentive structure is aimed to attracting private investment into setting up
manufacturing units and thereby beef up the domestic production capabilities. The overall incentives
earmarked for PLI scheme is estimated to be INR 2 trillion. If fully realizing the PLI scheme would have
the ability to add nearly 4% to annual GDP growth, by way of incremental revenue generated from the
newly formed manufacturing units.

Strong Domestic Demand

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Domestic demand has traditionally been one of the strong drivers of Indian economy. After a brief lull
caused by Covid-19 pandemic, the domestic demand is recovering. Consumer confidence surveys by
Reserve Bank / other institutions are points to an improvement in consumer confidence index, which is
a precursor of improving demand. India has a strong middle-class segment which has been the major
driver of domestic demand. Factors like fast paced urbanization and improving income scenario in rural
markets are expected to accelerate domestic demand further. This revival is perfectly captured by the
private final consumption expenditure (PFCE) metric. The PFCE at current prices is on steady rise from
FY 2022 onwards. Between FY 2015-25, PFCE in India has improved by nearly 2.5 times its share in
GDP has increased from 58.1% to about 61.8% in FY 2025 (as per the first advance estimates).

India's Per Capita PFCE in INR at current prices

160,000 63.0%

140,000 61.8%
62.0%
61.1% 61.0% 60.9%
120,000 60.9%
61.0%
60.3%
100,000
60.0%
59.3% 59.3%
80,000 59.0%
58.7% 142,256 59.0%
60,000 127,760
58.1% 118,755
105,092
84,441 91,315 89,496 58.0%
40,000 76,379
63,339 70,258
57,201
20,000 57.0%

- 56.0%
FY 2015 FY 2016 FY 2017 FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025
1st A.E.

Per Capita PFCE PFCE ( % share in GDP)

Source: Ministry of Statistics & Programme Implementation (MOSPI)

There are two factors that are driving this domestic demand: One the large pool of consumers and second
the improvement in purchasing power.
• The share of middle class increased from nearly 14% in 2005 to nearly 30% in 2021 and is
expected to cross 60% by 20470F0F0F1. This expanding middle class household segment is
fuelling India’s growth story and would continue to play a key role in propelling India’s economic
growth.

• Consumer driven domestic demand is majorly fuelled by this growth in per capita income. As per
National Statistics Office (NSO) As per National Statistics Office (NSO), India’s per capita net
national income (at constant prices) stood at INR 106,744 in FY 2024 against INR 99,404 in FY
2023 and INR 87,586 in FY 2018. This increase in per capita income has impacted the purchasing
pattern as well as disposable income. The disposable income during the FY 2018-25 has increased
from INR 131,753 to INR 233,420, increasing at CAGR 8.5% while in FY 2025 it is estimated to
grow at 8.59% on year-on-year basis in FY 2025 against 8.49% in FY 2024.

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 Per Capita Gross National Disposable Income (in INR)
233,420
214,951
198,125
174,816
152,504 148,586
144,620
131,743

FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025

1st A.E.

Source: Ministry of Statistics & Programme Implementation (MOSPI)

India’s Per capita GDP trends

India is poised to become the world's third-largest economy with a projected GDP of USD 5 trillion
within the next three years, driven by ongoing reforms. As one of the fastest-growing major economies,
India currently holds the position of the fifth-largest economy globally, following the US, China, Japan,
and Germany. By 2027-28, it is anticipated that India will surpass both Germany and Japan, reaching the
third-largest spot. This growth is bolstered by a surge in foreign investments and a wave of new trade
agreements with India’s burgeoning market of 1.4 billion people. The aviation industry is witnessing
unprecedented orders, global electronics manufacturers are expanding their production capabilities, and
suppliers traditionally concentrated in southern China’s manufacturing hubs are now shifting towards
India.

To achieve its vision of becoming the world’s third-largest economy by 2027-28, India will need to
implement transformative industrial and governmental policies. These policies will be crucial for
sustaining the consistent growth of the nation's per capita GDP over the long term.

Growth in GDP Per Capita: Current Prices, USD (India)

4,281.2
3,910.7
3,573.3
3,264.5
2,983.5
2,730.8
2,366.3 2,500.4
2,250.2
2,050.2 1,915.6

CY 2019 CY 2020 CY 2021 CY 2022 CY 2023 CY 2024F CY 2025F CY 2026F CY 2027F CY 2028F CY 2029F

Source: IMF

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From CY 2024-29, India’s per capita GDP is projected to grow at a compound annual growth rate of
9.4%. This growth will be driven by the service sector, which now accounts for over 50% of India's GDP,
marking a significant shift from agriculture to services.

Increasing Urbanization

As per the handbook of urban statistics 2022, India's urban population has been on a steady rise, with
urban dwellers accounting for over 469 million in 2021, is projected to soar to over 558 million by 2031
and further exceed to 600 million by 2036.

Growth in Urban Population (% of total population)

40.30
39.70
39.10
38.50
38.00
37.40
36.90
36.40
35.90
35.40
34.90
34.50

2019 2020 2021 2022 2023E 2024F 2025F 2026F 2027F 2028F 2029F 2030F

Source: World Bank,1F1F1F2 D&B Research and Estimates

The share of urban population in total population has been quickly escalating. In 2019, 34.5% of the total
population was urban. By 2023, this is estimated to have reached to 36.4%, showing an increment of
2.1% in a span of four years. The share of urban population is further forecasted to cross 40% by 2030.
This increase in urban population is set to demand drastic changes in infrastructure development. Cities
are a major driver for the construction industry. With cities expanding rapidly, there will be an increased
need for improved housing, water supply, sewage systems, and electricity. Urban planning will need to
account for higher population densities, necessitating the development of smart cities with integrated
technology for efficient management of resources and services. The Smart Cities Mission targeted at 100
cities is aimed at improving the quality of life through modernized/ technology driven urban planning.
This transformation will also require significant investment in public health, education, and recreational
facilities to enhance the quality of urban living. The surge in urban population will also propel demand
for improvement in multimodal transport infrastructure for freight and passenger travel requirement.

Rural Vs Urban Working Population Age Group

As India continues to experience economic growth and development, the working population in both
rural and urban areas is increasing. In case of urban population, this growth is marked from a share of
45.8% in FY20 to 47.7% in FY23, whereas in rural areas, it grew from 53.3% in FY20 to 59.4% in FY23.

[Link]
=true&start=1960&view=chart

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This growth is driven by a combination of factors, including demographic changes, economic policies,
and the expansion of various industries. The rise in employment opportunities across sectors such as
agriculture, manufacturing, services, and information technology has contributed to the overall increase
in the working population, thereby fostering economic stability and enhancing the standard of living for
many Indians.

Working Population (%)

72.6 74.9
68.1 70.4
63.6 65.8
59.4 61.3
53.3 55.5 55.6
51.4 52.2 53.0
48.3 49.1 49.9 50.6
45.8 45.8 46.6 47.7

FY 2020 FY 2021 FY 2022 FY 2023 FY 2024E FY 2025E FY 2026E FY 2027E FY 2028E FY 2029E FY 2030E

Rural Urban

Source: Periodic Labour Force Survey (PLFS) Annual Report 2022-2023, D&B Research and Estimates

In urban areas, the working population is growing rapidly due to the proliferation of jobs in sectors like
IT, finance, retail, and healthcare. Additionally, the development of infrastructure, such as improved
transportation networks and housing, has made urban centers more accessible and desirable for the
working population. In rural areas, the working population remains substantial, primarily due to the
dominance of the agricultural sector. Government initiatives aimed at rural development, such as
improved access to education and skill development programs, have also played a crucial role in
enhancing employment prospects in these regions. The dominance of the rural working population over
their urban counterparts can be attributed to the agricultural sector's labour-intensive nature ensures a
consistent demand for human labor despite advancements in mechanization, sustaining employment
rates in rural areas.

Foreign Direct Investment Trend in India

FDI inflow in India has observed a steady increase between FY 2013 till FY 2022 while it witnessed a
decline of 15% in FY 2023 and of -0.1% in FY 2024 due to several factors, including the ongoing conflict
between Russia and Ukraine, changes in US monetary policy, and other global uncertainties. However,
the country has received substantial FDI inflow between from April 2000-December 2024. This
increasing FDI can be attributed to the new investment facilitation measures like the National Single-
Window System (NSWS), which streamlines the approval and clearance process for investors,
entrepreneurs, and businesses sectoral along with PLI schemes, emerging growth prospects in tier-2 and
tier-3 cities. Further, tax compliance for startups and foreign investors have been simplified where the
Income Tax Act, 1961 has been amended in 2024 to abolish angel tax and to reduce income tax rate
chargeable on income of a foreign company.

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 FDI Inflow in India (USD million)
81,973 84,835
74,391 71,355 71,279
60,220 60,974 62,001 62,483
55,559
45,148
34,298 36,046

FY 2013FY 2014FY 2015FY 2016FY 2017FY 2018FY 2019FY 2020FY 2021FY 2022FY 2023FY 2024 9M FY
2025
Sources: Department for Promotion of Industry and Internal Trade
• India ranked as the 3rd largest recipient of greenfield projects with 1,008 greenfield project
announcements, as per the World Investment Report 2023. The number of international project
finance deals in India also increased by 64%, making it the recipient of the second largest number
of international project finance deals.
• India’s ranking in the World Competitive Index 2024 jumped three positions to 40th, from 43rd
in 2021. Additionally, India was named as the 48th most innovative country among the top 50
nations, securing the 40th position out of 132 economies in the Global Innovation Index 2023,
improving from 81st position in 2015.

Global Overview on Recycling Industry

Overview

Global Waste Generation is a pressing concern, with the world currently producing 2.01 billion tonnes
of municipal solid waste annually, with at least 33% not being managed in an environmentally safe
manner. On average, individuals generate 0.74 kg of waste per day, though this varies significantly,
ranging from 0.11 kg to 4.54 kg. High-income countries, despite representing only 16% of the global
population, are responsible for 34% of the world’s waste, amounting to 683 million tonnes annually.

Looking ahead, global waste production is projected to reach 3.40 billion tonnes by 2050, outpacing
population growth over the same period. Waste generation is closely linked to income levels, with high-
income countries expected to see a 19% rise in per capita daily waste by 2050. In contrast, low- and
middle-income countries may experience an increase of 40% or more. Waste generation initially declines
at the lowest income levels but then rises rapidly as income increases, particularly in low-income nations.
By 2050, waste output in low-income countries is expected to msore than triple.

Currently, the East Asia and Pacific region accounts for the largest share of global waste at 23%, while
the Middle East and North Africa generate the least in absolute terms at 6%. However, the most rapid
growth is occurring in Sub-Saharan Africa, South Asia, and the Middle East and North Africa, where
waste production is projected to triple, double, and double, respectively, by 2050. In these regions, more
than half of the waste is openly dumped, posing significant environmental, health, and economic risks.
Addressing these challenges requires immediate action to improve waste management practices and
sustainability efforts.

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 Projected waste generation, by region (millions of tonnes/year)
800
714
700 661
Millions of tonnes per year

602
600
516
490
500 466 468
440
396 392
400 369
342 334
269 290 289
300 255
231
177 174
200
129
100

0
Middle East and Sub-Saharan Latin America North America South Asia Europe and East Asia and
North Africa Africa and Caribbean Central Asia Pacific

2016 2030 2050

Source: A Global Snapshot of Solid Waste Management to 2050

Waste collection plays a vital role in waste management, but coverage differs significantly based on
income levels. Upper-middle- and high-income countries achieve nearly universal waste collection,
while low-income countries collect approximately 48% of waste in urban areas, with coverage dropping
to 26% in rural regions. Regionally, Sub-Saharan Africa has a collection rate of about 44%, whereas
Europe, Central Asia, and North America collect at least 90% of waste.

Global waste composition (%) as per Solid waste management

Global Waste Composition (%)

14

44
17

12

5
17 4
Food and green Glass Metal
Paper and cardboard Plastic Rubber and leather
Wood Others

Source: The World Bank

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 The Global Waste Composition chart indicates that food and green waste constitutes 44% of global
waste, highlighting the importance of composting and food waste reduction. Plastic waste accounts for
12%, pointing to challenges related to plastic pollution and the need for improved recycling. Paper and
cardboard waste contribute 17%, suggesting that strengthening paper recycling programs could reduce
landfill waste. Rubber and leather waste also make up 17%, influenced by industries like fashion,
footwear, and automotive sectors. The "Others" category, comprising 14%, represents various
miscellaneous waste types that require further classification for efficient management. Glass (5%), metal
(4%), and wood (2%) constitute smaller portions but remain important for recycling and sustainable
resource use. These findings underscore the need for targeted waste management policies, improved
recycling systems, and sustainable material utilization to mitigate environmental impact.

• Global treatment and disposal of waste (%) as per Solid waste management

Technology alone cannot resolve the issue of unmanaged waste; effective waste management requires
locally appropriate solutions. Globally, 37% of waste goes to landfills, including 8% in sanitary landfills
with gas collection. 31% is openly dumped, 19% is recycled or composted, and 11% is incinerated.

High-income countries use regulated landfills and diversion methods, while 93% of waste in low-income
countries is openly dumped. The Middle East and North Africa, Sub-Saharan Africa, and South Asia rely
heavily on open dumping. Upper-middle-income countries landfill 54% of waste, whereas high-income
nations landfill 39%, recycle or compost 36%, and incinerate 22%, primarily where land is scarce.
Global treatment and disposal of waste (%)
0.3 5.5

25.2
11.1
3.7

7.7

13.5

33

Composting Incineration
Controlled Landfill Santitary landfil (will land fill gas collection)
Open dump Recycling
Landfill (unspecified) Other

Source: The World Bank

In 2018, solid waste treatment and disposal generated 1.6 billion tonnes of CO₂-equivalent emissions,
accounting for 5% of global emissions, primarily from open dumps and unmanaged landfills. Food waste
contributes nearly 50% of these emissions. Without intervention, emissions could rise to 2.38 billion
tonnes annually by 2050.

Solid waste management is typically a local responsibility, with 70% of countries having dedicated
institutions for policy and regulation. Two-thirds of countries have waste management laws, but
enforcement varies. About 70% of waste services are managed by local entities, with one-third involving
public-private partnerships, which require proper incentives to be effective.

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Funding remains a major challenge, especially for operational costs. In high-income countries, waste
management costs over $100 per tonne, while lower-income countries spend around $35 per tonne but
struggle with cost recovery. Transport alone costs $20–$50 per tonne. User fees range from $35 per year
in low-income to $170 in high-income countries, with full cost recovery mostly seen in wealthier nations.
Local governments fund 50% of waste system investments, with the rest coming from national subsidies
and private sector contributions.

Market drivers

•The shift to a circular economy prioritizes resource reuse, remanufacturing, and

recycling, reducing waste and boosting the recycling industry.
•Example- The EU Circular Economy Action Plan promotes sustainable product design,
Circular waste reduction, and increased recycling to minimize resource use and environmental
Economy impact.
Initiatives

•EPR policies make manufacturers responsible for their products' end-of-life

management, promoting eco-friendly designs and recycling. The EU's WEEE Directive
Extended requires producers to handle e-waste, boosting recycling rates.
Producer •Example- In Canada & EU: Companies are legally required to recycle or manage the
Responsibility waste from their products.
(EPR) Programs

•Governments promote recycling through policies like the EU Circular Economy Plan,
China’s waste import ban, and EPR laws, which make manufacturers responsible for
product waste.
Regulatory •Example- This ban on low-quality waste imports forced countries like the U.S. and U.K.
Policies and to improve domestic recycling systems.
International
Agreements

•Rising environmental awareness drives demand for sustainable products, pushing

businesses toward greener practices and boosting recycling growth.
Consumer •Example- Nike’s Move to Zero: Nike uses recycled polyester and other sustainable
Awareness and materials in footwear and apparel.
Demand for
Sustainability

•Recycling cuts costs, saves energy, and boosts supply chain efficiency while creating
jobs and supporting local economies.
•Example- Aluminum Recycling in the U.S.: Recycling aluminum saves 95% of the energy
Economic and required to make new aluminum from raw materials.
Financial Benefits

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 Regional trends
1 Asia
➢ India: India's plastic recycling industry is experiencing rapid growth, with projections suggesting it
could reach USD 6.9 billion by 2033. Government efforts, along with a strong recycling rate of around
60%, underscore the country's dedication to effectively managing plastic waste.
The recycling industry in India presently generates around ₹10,000 crores in GST revenue, with
expectations to increase substantially to ₹35,000 crores in the near future as the industry grows.
➢ China: China has been a major player in the global recycling industry, particularly as an importer of
recyclable materials. In recent years, the government has introduced stricter policies to regulate waste
imports and encourage domestic recycling.
In March 2025, China's Ministry of Ecology and Environment sought public feedback on proposed
regulations that would allow the import of certain recycled materials, including remnants from spent
lithium-ion batteries and recycled steel. This move aims to help China meet its growing demand for
raw materials while maintaining environmental sustainability.
➢ Vietnam: Vietnam is a significant importer of plastic scrap but faces challenges in recycling both
domestic and imported plastic waste. Due to improper sorting and an unregulated recycling sector,
only about one-third of imported plastic waste is properly recycled.
The lack of infrastructure and formal recycling policies has led to inefficiencies, with large amounts
of plastic waste ending up in landfills or the environment. The government is working on policies to
improve waste sorting and regulate the recycling sector, but challenges remain.
2 Europe

➢ Germany: Germany has a well-established recycling system, but recent reports indicate that it
faces operational challenges. Up to 40% of waste in recycling bins is incorrectly sorted, making
it difficult to process efficiently.
➢ This misclassification results in contamination, reducing the effectiveness of recycling efforts and
increasing costs. Authorities are working on improving public awareness and enhancing waste-
sorting technologies.
➢ United Kingdom & Germany – Recycling EV Batteries: The increasing use of electric vehicles
(EVs) has led to a focus on recycling battery materials.
➢ Companies such as Altilium (UK) and tozero (Germany) have made advancements in recycling
EV battery materials. Altilium's recycled cathode materials perform comparably to new ones,
reducing CO₂ emissions by 70% and costs by 20%. Tozero is developing a “net zero” emission
process for recycling graphite, aiming to produce 2,000 tonnes annually by 2027.

3 Australia:

➢ Australia has been working towards a circular economy, focusing on reducing waste and reusing
materials efficiently.
➢ Organizations such as Planet Ark and Boston Global have launched the BG Planet Ark Circular
Future Fund, which aims to raise up to $1 billion by 2030 to support waste reduction and
sustainability initiatives. The initiative aligns with Australia’s national goal to double its
circularity by 2035 by investing in infrastructure and technology for better recycling and waste
management.
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4 United States & Middle East/North Africa
➢ The U.S. has been working on increasing its plastic recycling rates. As of 2019, the U.S. had a
plastic recycling rate of 4.5%, which is lower than several European countries.
➢ The country faces challenges such as insufficient recycling infrastructure, contamination of
recyclable materials, and lack of public awareness. Recent policy efforts, such as the National
Recycling Strategy, aim to improve these conditions.

5 Middle East & North Africa (MENA)

➢ Egypt: The Zabbaleen Community's Recycling Efforts

In Cairo's Mansheyat Nasir, also known as "Garbage City," the Coptic Christian Zabbaleen community
has developed an efficient waste recycling system, reportedly recycling 80% of the waste they collect.
Despite facing challenges such as discrimination and poverty, the Zabbaleen manually sort waste and
transform it into upcycled products like jewellery, rugs, and stationery, which are sold internationally.
Organizations like the Association for the Protection of the Environment (APE) support this community
by providing education and facilitating the sale of their crafts.
➢ Saudi Arabia: Advancements in Waste Management and Recycling
Saudi Arabia has been making strides in enhancing its waste management and recycling infrastructure.
In December 2024, during French President Emmanuel Macron's visit to Riyadh, agreements were
signed involving Saudi Arabia's Public Investment Fund, the Saudi Investment Recycling Company, and
Veolia to improve waste management and recycling in the kingdom. These initiatives align with Saudi
Arabia's broader goals to bolster its renewable energy capacity and environmental sustainability efforts.
➢ Turkey: Challenges in Waste Management
Turkey's ambition to become a "zero waste" nation has faced significant challenges. Instead of reducing
waste, the country has become a major recipient of plastic waste from Europe. The improper disposal of
foreign waste has led to environmental issues, including pollution and health hazards. This situation
underscores the complexities and global challenges associated with waste management and recycling
practices.

These developments highlight the diverse approaches and challenges in waste management and recycling
across the MENA region. While some countries are making significant progress through innovative
projects and community initiatives, others continue to face obstacles that require comprehensive
strategies and international cooperation.
6 UK

In 2025, the UK introduced the Simpler Recycling legislation in England, standardizing recycling for
businesses and public institutions by requiring separation of key materials like paper, glass, plastics, and
food waste. This aims to increase recycling rates to 65% of municipal waste by 2035, aligning with
existing schemes in Wales and Scotland. Additionally, the landfill tax rose to ₹13,250 per tonne to
discourage landfill use and promote sustainable waste management.

Other key initiatives include a ban on disposable vapes from June 2025 to reduce plastic waste, and the
launch of Extended Producer Responsibility (EPR) for packaging in October 2025, making producers
responsible for packaging waste. The UK is also adopting AI technologies to improve waste sorting and
collection efficiency, supporting its goal of a circular economy and lower environmental impact.
Global Recycling Industry- Economic Impact
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The recycling industry is a vital global sector, playing a significant role in environmental sustainability
and economic development. With a workforce of approximately 1.6 million people worldwide, the
industry handles over 600 million tonnes of recyclables annually. This report provides an overview of
the economic impact, technological advancements, and material-specific recycling rates within the
industry.

Economic Impact

The recycling industry generates an annual turnover exceeding USD 200 billion, making it a key
contributor to the global economy. This turnover is comparable to the GDP of countries such as Portugal,
Colombia, and Malaysia. A substantial portion of this revenue, approximately 10%, is reinvested in new
technologies, research, and development. This investment drives innovation, improves efficiency, and
creates high-skilled employment opportunities within the sector.

Environmental Benefits

Recycling significantly reduces the reliance on virgin materials, conserving natural resources and
minimizing environmental degradation. It also consumes considerably less energy compared to
production processes that rely on raw materials. The industry supplies approximately 40% of global raw
material needs, contributing to a more sustainable and circular economy.

Recycling Rates by Materials

95%
90%
85%

74%
65% 65%
60%

Aluminum Nickel Copper Steel Paper Lead Zinc

Source: Recycled Materials Association

Aluminium has an impressive recycling rate of over 95%, attributed to its infinite recyclability without
quality degradation, making it a preferred choice in packaging, automotive, and construction industries.
Nickel, with a recycling rate of over 90%, is widely used in stainless steel production and batteries,
particularly for electric vehicles, making its recovery increasingly vital. Copper, recycled at a rate of
over 85%, retains its conductivity, ensuring its continued use in electrical wiring, plumbing, and
renewable energy applications. Steel, with a recycling rate of approximately 74%, is extensively used in
construction and automotive manufacturing, and its recycling significantly reduces energy consumption
compared to virgin steel production.

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The U.S. recycled materials industry contributes approximately $170 billion to the national economy.

Employment Impact
• Direct Employment: The industry supports around 171,470 jobs.
• Indirect Employment: An estimated 424,690 jobs are supported through suppliers and related
economic activities.
• Total Employment: The industry is linked to nearly 600,000 jobs nationwide.

Economic Contributions
• Exports: In 2023, export-related economic activity was valued at around $20.2 billion.
• Recycling Volume: In 2022, more than 137 million metric tons of materials were processed for
recycling.

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Opportunities & Challenges
➢ Opportunities:

Advanced Recycling Technologies

Advancements in recycling technologies are improving waste management. Carbon
Recycling International, for example, operates facilities that convert carbon dioxide
emissions into methanol, a chemical used in various industries. Their George Olah
Plant in Iceland captures CO₂ from geothermal power stations to produce
renewable methanol, contributing to emission reduction efforts.

Circular Economy Business Models

Implementing circular economy principles helps businesses reduce waste by reusing
and recycling materials. The Royal Mint applies this approach by repurposing
electronic waste into luxury items. They have introduced a jewelry line made from
recycled gold recovered from discarded electronics, integrating sustainability into
their operations while exploring new revenue opportunities.

Plastic Waste Management

Addressing plastic pollution requires innovative solutions. Plastic Bank, a social

enterprise, empowers communities in developing countries to collect plastic waste
in exchange for goods and services. This model not only reduces ocean-bound
plastic but also alleviates poverty by providing income opportunities.

Electronic Waste (E-Waste) Recycling

The rapid turnover of electronic devices has led to a surge in e-waste. Companies
like ATRenew are addressing this issue by refurbishing and reselling pre-owned
electronics. Founded in Shanghai, ATRenew has expanded globally, partnering with
tech giants like Apple to reduce e-waste and promote a circular economy.

Metal Recycling
The demand for metals like copper is increasing with the growth of renewable
energy and electric vehicles. Companies such as Glencore are investing in recycling
electronic scrap to extract valuable metals. At their Horne Smelter in Quebec,
they process discarded electronics and vehicles, contributing to a sustainable supply
chain for essential materials.

This space has been left blank intentionally.

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➢ Challenges:

Contamination of Recyclable Materials

•A major obstacle in recycling is the contamination of recyclable materials. Items such as plastic
bags and straws, often mistakenly placed in recycling bins, can disrupt recycling processes and
increase operational costs. Frank Zeoli from Albany's Department of General Services highlights
that many plastics are not recyclable, leading to inefficiencies in the system.

International Policy Shifts

•In 2018, China introduced Operation National Sword, which had a major effect on the global
recycling market. This policy restricted the import of several waste materials, including specific
plastics and papers, due to high contamination rates. Before this change, China was the leading
importer of recyclable materials, and the abrupt shift forced many Western nations to seek
alternative processing methods.

Exporting Waste to Countries with Lax Environmental Regulations

•The Pollution Haven Hypothesis suggests that stringent environmental regulations in developed
countries can lead to the transfer of polluting industries to countries with more lenient
standards. For example, used lead-acid batteries from the United States are increasingly sent to
Mexico for recycling, where environmental enforcement may be less rigorous, posing health and
environmental risks.

Technological and Economic Limitations

•Traditional recycling methods, especially for materials like polyester, often result in downgraded
material quality. Innovative startups, such as Reju in Germany, are developing chemical recycling
technologies to address this issue. However, challenges like sourcing affordable feedstock and
developing efficient sorting methods persist, making widespread adoption difficult.

Proliferation of Non-Recyclable Plastics

•Certain everyday plastic items, such as sachets, polyester clothing, plastic bottles, food cartons,
and wet wipes, contribute significantly to pollution due to their non-recyclable nature. For
instance, plastic sachets used in Indonesia are non-recyclable and cause environmental damage.
Addressing the pollution from these items requires global harmonization of plastic regulations
and innovative waste management strategies.

Recycling Industry in India (Focus on Paper Recycling)

Industry Overview

Recycling plays a significant role in India's transition towards a circular economy, focusing on resource
efficiency, waste reduction, and sustainable industrial growth. With increasing environmental concerns
and government regulations, industries are adopting recycling practices to minimize their ecological
footprint. Elaborate

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Advantages/ Economic Benefit of Recycling Industry

The recycling industry plays a crucial role in resource conservation, economic growth, waste
management, and environmental sustainability. As India moves toward a circular economy, recycling is
increasingly recognized as an essential tool for reducing raw material dependency, enhancing energy
efficiency, and generating employment opportunities. Below is a detailed overview of the key benefits
of recycling:

1. Resource Conservation

Recycling significantly reduces the need for virgin raw materials, thereby preserving natural
resources such as forests, mineral ores, and fossil fuels.

• Paper Recycling: Reduces the demand for fresh wood pulp, thereby preventing deforestation and
decreasing water consumption.
• Metal Recycling: Extends the lifecycle of metals like steel, aluminium, and copper, reducing
the need for mining activities that contribute to land degradation and pollution.
• Plastic Recycling: Minimizes dependence on petroleum-based raw materials, reducing fossil fuel
extraction and the associated carbon footprint.

Additionally, recycling requires less energy than extracting and processing new materials, further
supporting sustainability efforts.

2. Energy Efficiency and Cost Savings

Recycling materials requires considerably less energy than producing new materials from raw resources.
This translates into lower production costs for industries and reduced energy demand for the country.

• Paper Recycling: According to the Bureau of Energy Efficiency (BEE), recycling paper saves
approximately 40% of the energy required for virgin paper production.
• Aluminium Recycling: Producing aluminium from recycled sources consumes 95% less energy
compared to refining it from bauxite ore.
• Steel Recycling: Using recycled steel saves about 60-74% of energy compared to primary steel
production.

Since industrial energy consumption is a significant contributor to greenhouse gas emissions, improving
energy efficiency through recycling also helps mitigate climate change.

3. Waste Reduction and Landfill Management

India generates 62 million tonnes of municipal solid waste annually, with a large portion ending up in
landfills and open dumps, leading to severe environmental hazards. The Solid Waste Management
Rules, 2016 emphasize waste segregation, recycling, and extended producer responsibility (EPR) to
reduce the strain on landfills.

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 • Recycling diverts millions of tonnes of waste from landfills, reducing soil, air, and water
contamination.
• Plastic waste recycling helps prevent pollution in rivers and oceans, addressing the growing
challenge of marine litter.
• E-waste recycling prevents hazardous substances like lead, mercury, and cadmium from
contaminating soil and water sources.

By investing in advanced waste processing technologies such as waste-to-energy plants, composting,

and material recovery facilities, India can further optimize landfill management.

4. Employment Generation and Economic Growth

The recycling industry is a significant employment generator in both formal and informal sectors,
providing millions of jobs in waste collection, sorting, processing, and manufacturing.

• The informal recycling sector, including ragpickers, scrap dealers, and small-scale recyclers,
plays a critical role in India's waste management system.
• Government initiatives such as the Swachh Bharat Mission and National Resource Efficiency
Policy (2019) aim to formalize and integrate informal waste workers, improving working
conditions and increasing their earning potential.
• The recycling and waste management industry is expected to grow, creating new employment
opportunities in sustainability consulting, waste management technology, and recycled product
manufacturing.

Developing a structured recycling ecosystem can enhance economic benefits while improving social
inclusion for marginalized workers in the sector.

5. Reduced Environmental Pollution

Recycling reduces pollution in multiple ways, including lower carbon emissions, reduced industrial
waste discharge, and less air and water contamination.

• The National Action Plan on Climate Change (NAPCC) promotes waste-to-energy solutions,
sustainable manufacturing, and circular economy initiatives to cut down pollution levels.
• Air Pollution Reduction: Recycling reduces emissions from industries that would otherwise
burn fossil fuels for raw material extraction.
• Water Pollution Control: Proper recycling of plastic, paper, and metal waste prevents toxic
leachates from entering groundwater and rivers.
• GHG Emissions Reduction: Recycling metal and plastic waste significantly reduces CO₂
emissions compared to extracting and processing new materials.

By encouraging waste recovery, industrial resource efficiency, and cleaner production techniques,
India can make significant progress toward achieving its climate commitments under the Paris
Agreement and UN Sustainable Development Goals (SDGs).

The recycling industry in India offers substantial economic, environmental, and social benefits,
making it a vital sector for sustainable development. With the right policies, infrastructure
investments, and private sector participation, the industry can reduce waste, conserve energy, and
create employment opportunities. Moving forward, the focus should be on scaling up recycling
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technologies, strengthening the supply chain for recovered materials, and ensuring regulatory
compliance to maximize long-term sustainability gains.

Current Growth Scenario in Indian Recycling Industry

India is among the largest producers of plastic waste globally, generating approximately 26,000 tons of
plastic waste every day, which amounts to around 9.5 million tons annually. This significant volume is
primarily driven by rapid urbanization, population growth, and the increasing consumption of plastic
products. The major sources of plastic waste in the country include packaging, e-waste, biomedical
waste, and automotive waste, with packaging accounting for the largest share.

Despite the alarming rate of plastic waste generation, India's recycling infrastructure remains
underdeveloped. As of 2023, the country managed to recycle about 9.9 million tons of plastic waste.
However, this figure is projected to rise significantly to 23.7 million tons by 2032, supported by ongoing
initiatives and advancements in recycling technologies

A notable characteristic of India's plastic waste management is the vital role played by the informal
sector, which consists of small-scale recyclers and waste pickers. This sector handles a significant share
of plastic recycling, contributing to approximately 70% of the country's PET recycling. Waste pickers
alone collect between 6.5 to 8.5 million tons of plastic waste annually, recycling about 50% to 80% of
what they collect.

While the informal sector plays a crucial role in diverting plastic waste from landfills and reducing
environmental pollution, it also faces challenges. The absence of formal regulation, coupled with
inadequate infrastructure, exposes workers to serious environmental and health risks.

The Indian paper recycling industry is witnessing steady growth, with paper consumption registering a
CAGR of 6% over the past decade, double the global average. The Indian paper recycling industry is
poised for steady growth, with material consumption rising 16 million tonnes in FY 2023, driven by
rising domestic demand, growing manufacturing, and increased use of paper-based packaging in
organized retail and e-commerce. The demand for recycled paper is growing rapidly due to sustainability
trends and the rising cost of virgin fibre. While the newsprint and writing-printing paper segments are
facing challenges due to digitalization and supply disruptions, the overall industry has rebounded
strongly post-2020. Paper production (excluding newsprint) grew by 12.5% year-on-year in January
2023 and recorded a 6.7% growth during April 2022 - January 2023.

Regulatory Landscape on Recycling Industry

India has been making significant strides in developing a circular economy through robust policies,
regulations, and sustainability initiatives. The government has introduced measures to promote waste
management, resource efficiency, and recycling across various industries. The following sections
provide an in-depth look at the key regulatory aspects shaping the recycling industry in India.

Government Sustainability Initiatives

Promotion of Circular Economy Practices

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 A circular economy is an alternative to the traditional linear economy (take-make-dispose model),
emphasizing sustainable resource use, waste reduction, and recycling. The Government of India has
introduced various initiatives to integrate circular economy principles into industrial and consumer
sectors.
Circular Economy Cell (CE Cell) by NITI Aayog:

• Established in September 2022, this unit is responsible for advancing resource efficiency and waste
management strategies.
• It coordinates with different ministries and industry stakeholders to implement policies that promote
recycling and reusability.
• The CE Cell supports India’s commitments under international climate agreements like the Paris
Agreement.

National Circular Economy Roadmap for Plastics:

• Developed in collaboration with Australia, this roadmap provides guidelines for reducing plastic
waste and increasing plastic recycling.
• It encourages businesses to adopt eco-friendly packaging and alternative materials.

12th Regional 3R and Circular Economy Forum:

• Held in March 2025, the forum focused on best practices in waste management and sustainability.
• New platforms like the SBM Waste to Wealth PMS Portal and ‘India’s Circular Sutra’ were launched
to support municipalities and businesses in adopting recycling models.

Increasing Awareness and Rising Demand for Recycled Materials

The demand for recycled materials has been rising in India due to economic benefits, government
incentives, and environmental awareness campaigns. The government is actively promoting a waste-to-
wealth approach, emphasizing the reuse of materials in manufacturing and construction sectors.
Waste to Wealth Initiative:

• Launched as part of India’s Smart Cities Mission, it focuses on converting urban waste into valuable
resources.
• Encourages industries to use recycled materials in manufacturing to reduce environmental impact.

Projected Economic Impact of Recycling:

• The recycling and circular economy sector in India is expected to reach a market value of over USD
2 trillion by 2050.
• Recycling is estimated to create 10 million jobs across various sectors, including collection,
sorting, processing, and remanufacturing.
• The projected USD 2 trillion market value of India’s circular economy by 2050 encompasses a
broad and integrated ecosystem for multiple sectors including waste management (municipal solid
waste, plastics, e-waste), recycling and remanufacturing (metals, electronics, textiles), industrial
symbiosis, the bio economy (bioenergy, bioplastics), sustainable construction, and green
infrastructure.

Increasing Adherence to ESG (Environmental, Social, and Governance) Guidelines

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 Many businesses in India are now integrating ESG principles into their operations to meet sustainability
goals. These guidelines ensure that companies adopt eco-friendly practices, reduce waste, and promote
social responsibility.

CPCB Guidelines for Waste Management:

• The Central Pollution Control Board (CPCB) has issued standards for managing plastic, hazardous,
and electronic waste.
• Recycling companies must adhere to these guidelines to ensure proper waste treatment and resource
recovery.

Extended Producer Responsibility (EPR):

• EPR regulations mandate that manufacturers take responsibility for recycling their products after
consumer use.
• The EPR framework includes partnerships with recyclers, refurbishes, and informal waste collectors
to enhance recycling efficiency.

Major Regulations Pertaining to Recycling

Several regulations have been enacted to improve recycling rates, minimize waste, and ensure the
responsible disposal of materials.

Plastic Waste Management Rules, 2016 (Amended in 2022)

• Establishes a legal framework for plastic waste collection, recycling, and extended producer
responsibility (EPR).
• Prohibits certain single-use plastic products to curb pollution.
• Requires plastic producers to meet recycling targets.

Guidelines for Co-processing of Plastic Waste in Cement Kilns

• Promotes the use of plastic waste as an alternative fuel in cement manufacturing.
• Reduces dependence on fossil fuels and prevents plastic pollution.

Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016

• Regulates the collection, transport, treatment, and disposal of hazardous waste.

• Ensures that hazardous materials, including metal scrap, are recycled safely without harming the
environment.

India's recycling industry is witnessing significant growth, supported by government regulations,

corporate initiatives, and international partnerships. With a strong focus on circular economy principles,
waste-to-wealth strategies, and ESG compliance, the country is taking steps to integrate recycling into
its broader economic framework. By adhering to regulatory guidelines and adopting sustainable waste
management practices, India aims to reduce environmental impact, create employment opportunities,
and achieve long-term economic benefits in the recycling sector.

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Import trend of Scrap Material in India3

Import trend of Scrap Material (in INR Crore)

60000
54205.82
52255.45
50000

40000
32351.46 31397.22
30000
21340.47
20000

10000

0
2020-21 2021-22 2022-23 2023-24 2024-25(Apr-Dec)

Source: Export Import Data Bank

The import trend of scrap material in India has seen significant growth over the years, peaking at
54,205.82 INR crore in 2022-23. From 21,340.47 INR crore in 2020-21, imports increased steadily,
with the highest jump occurring between 2021-22 and 2022-23, when imports rose from 32,351.46 INR
crore to 54,205.82 INR crore a nearly 67% surge. This sharp rise could be attributed to increasing
industrial demand, supply chain disruptions for virgin raw materials, and India’s expanding recycling
and manufacturing sectors. However, in 2023-24, imports slightly declined to 52,255.45 INR crore,
marking a 3.6% decrease compared to the previous year. This dip might be linked to government policies
promoting domestic recycling, increased tariffs, or a shift towards sustainable practices.

The latest data for 2024-25 (Apr-Dec) indicates imports of 31,397.22 INR crore, covering just nine
months. If this trend continues, the annual total may be slightly lower than 2023-24, signalling a possible
stabilization or further decline in imports. Factors such as improved domestic scrap processing, evolving
industrial requirements, or external economic conditions could be influencing this trend. The full-year
data for 2024-25 will determine whether this decline is temporary or marks a long-term shift toward
reduced reliance on imported scrap materials. If India continues strengthening its recycling infrastructure
and raw material policies, imports may gradually decline in favour of locally sourced alternatives.

Recycling infrastructure in India

State/UT Number of AD

Andhra Pradesh 10

Assam 01

Chhattisgarh 02

3 HS Code- 7204 FERROUS WASTE AND SCRAP; REMELTING SCRAP INGOTS

Page 168 of 447

 Delhi 06

Gujarat 40
Goa 02

Haryana 42

Himachal Pradesh 02

Jammu & Kashmir 03

Jharkhand 02

Karnataka 72

Kerala 01

Maharashtra 140

Madhya Pradesh 03

Orissa 07

Punjab 08

Rajasthan 27

Tamil Nadu 42

Telangana 23

Uttar Pradesh 121

Uttarakhand 02

West Bengal 05

Total 567
Source: Government of India Ministry of Environment, Forest and Climate Change

A state-wise breakdown of authorized dismantlers and recyclers in India, highlighting significant

variations across regions. Maharashtra leads with 140 dismantlers/recyclers, followed by Uttar Pradesh
with 121 and Karnataka with 72. Haryana and Tamil Nadu each have 42, while Gujarat has 40, indicating
strong recycling infrastructure in these states.

On the other hand, some states like Assam, Kerala, and Chhattisgarh have only one or two authorized
dismantlers, reflecting limited waste management facilities. Even Delhi, the capital, has only six
dismantlers, which is relatively low given its high waste generation. States like Rajasthan (27), Telangana
(23), and Punjab (8) fall in the mid-range.

The total number of dismantlers/recyclers across India stands at 567, showcasing a developing but
uneven recycling network. States with high industrial activity and urbanization tend to have more
dismantlers, while others still lack sufficient facilities. Strengthening waste management infrastructure
in low-coverage regions could improve recycling efficiency and sustainability nationwide.

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 Assessing the Impact of Increasing Technology Penetration in the Recycling Industry

Technological advancements have significantly influenced the recycling industry in India, improving
efficiency, resource utilization, and environmental sustainability. While paper recycling has seen notable
progress, metal and plastic recycling have also benefited from increased automation and innovation.
Below is an integrated assessment of the impact of technology penetration across these sectors, with a
focus on paper recycling.
• Advanced Sorting and Processing Technologies

• Paper Recycling

o Automated Sorting Systems: Optical scanners and conveyor belts equipped with sensors
efficiently separate different types of paper products, improving the quality of recycled materials.
o Single-Stream Recycling: Consumers can dispose of all recyclables, including paper, in a single
bin, with sorting handled at specialized facilities.
o Polyethylene-Coated Paper Recycling: New processes allow for the separation of polyethylene
layers from paper cups and cartons, enabling their recycling.

Impact:

o Higher efficiency in segregating recyclable paper from general waste.

o Increased recycling rates by minimizing contamination and improving collection efficiency.
o Better utilization of wastepaper for producing high-quality recycled products.

• Metal and Plastic Recycling

o Eddy Current Separators: Used for non-ferrous metal recovery from mixed waste streams.
o Artificial Intelligence (AI) and Machine Learning: AI-driven robotic arms can identify and
sort different types of plastics and metals.
o Infrared Spectroscopy: Enables the sorting of plastic waste based on polymer type.

Impact:

o Faster and more precise sorting of recyclable materials.

o Reduction in labour costs and improved resource efficiency.
o Improved material recovery rates in metal and plastic recycling.

• Circular Economy and Waste Reduction Initiatives

• Paper Recycling

o Recycling of Domestic Fiber: Indian mills have developed technologies to reduce dependence
on imported wastepaper by improving local collection and processing.
o Paper Industry’s Shift Towards Sustainable Sourcing: Advanced pulping techniques allow for
better fibres recovery and lower water usage.

Impact:

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 o Reduction in import dependency for wastepaper.
o The Centre for Science and Environment (CSE) has proposed ambitious recovery targets for
the recycled fiber-based (RCF) paper industry, including a 95% domestic recovery rate by
2028, with the goal of significantly enhancing local recycling initiatives.
o Limited International Sourcing: Imports should be capped at 5% of total raw material needs.
o Emphasis on Domestic Sourcing: Focus on using recycled or virgin wastepaper sourced entirely
within the country. However, the draft Extended Producer Responsibility (EPR) guidelines limit
these targets to packaging-grade paper, which may undermine broader waste management
objectives.
o The 70% recovery target by 2025-26 is seen as overly lenient, as it is already nearly achieved,
with CSE recommending 95% recovery from 2027-28. The draft, however, sets a more modest
85% target during 2026-27.

• Metal and Plastic Recycling

o Automated Waste-to-Energy Conversion: AI and IoT-based monitoring systems help in

processing plastic waste into fuel and energy.
o Secondary Metal Recovery: Use of advanced smelting and refining technologies for extracting
valuable metals from scrap.

Impact:

o Reduction in landfill waste through effective reuse of materials.

o Energy-efficient processing of recyclables, reducing carbon footprint.

• Technological Adaptation and Infrastructure Development

• Paper Recycling

o Smart Recycling Bins and IoT-Based Collection: Sensors track fill levels in paper waste bins
and optimize collection routes.
o Pulping and Deinking Advancements: New enzymatic processes improve fibres recovery and
reduce chemical usage in deinking recycled paper.

Impact:

o More efficient wastepaper collection and lower logistics costs.

o Higher-quality recycled paper suitable for premium applications.

• Metal and Plastic Recycling

o Hydrometallurgical Processing: Used for metal recovery from electronic waste and industrial
scrap.
o Plastic-to-Fuel Technologies: Advanced pyrolysis processes convert plastic waste into
alternative fuels.

Impact:

o Increased efficiency in extracting reusable materials from complex waste streams.

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 o Higher adoption of recycled materials in various industries.

Technological advancements in recycling, particularly in paper recycling, have improved efficiency,

waste recovery rates, and overall sustainability. With ongoing investments in AI, automation, and
waste-to-energy solutions, the industry is expected to evolve further, reducing environmental impact
and supporting India's circular economy goals. However, challenges remain in terms of infrastructure
development and policy implementation across metal and plastic recycling sectors.

Government Initiatives Supporting Recycling Industry

• Paper Recycling: National Resource Efficiency Policy (NREP) promotes sustainable material
use.
• Metal Recycling: Steel Scrap Recycling Policy (SSRP) encourages organized scrap processing.
• Plastic Recycling: Extended Producer Responsibility (EPR) mandates corporate responsibility in
plastic waste management.

This integrated approach highlights how technology is shaping the recycling industry, with paper
recycling taking precedence while acknowledging parallel advancements in metal and plastic recycling.

Growth Outlook of the Indian Recycling industry in the next 5-6 years

The recycling industry in India is expected to witness substantial growth over the next five years, driven
by government regulations, increased industrial waste, advancements in recycling technologies, and
corporate sustainability initiatives. With a strong push towards a circular economy, key sectors including
plastics, metals, e-waste, paper, and construction waste recycling are expected to scale up operations to
meet sustainability goals and resource efficiency targets.
➢ Key Growth Drivers (2024-2029)
Stronger Government Regulations & Policies: The Extended Producer Responsibility (EPR) framework
will continue to expand across plastics, e-waste, and battery recycling, compelling industries to improve
waste collection and processing. Policies such as Swachh Bharat Mission, Plastic Waste Management
Rules, and Battery Waste Management Rules will further boost recycling infrastructure.

ESG & Corporate Sustainability Initiatives: With growing compliance requirements, businesses will
increase investments in closed-loop recycling systems to meet Environmental, Social, and Governance
(ESG) standards. Sustainable supply chains will become a priority.
• Urbanization & Industrialization: Rapid urban expansion will generate higher waste volumes,
increasing the demand for efficient waste processing and resource recovery solutions. Smart city
projects will integrate waste-to-energy initiatives and automated recycling systems.
• Technological Advancements in Recycling: The adoption of AI-powered waste sorting, chemical
recycling, and pyrolysis technology will enhance efficiency and output, particularly in plastics and
electronic waste recycling. Automated material recovery facilities (MRFs) will improve collection
and segregation processes.
• Growth in E-Waste & Battery Recycling: With rising smartphone adoption and electric vehicle
(EV) penetration, lithium-ion battery recycling will become a major industry focus. India’s position
as one of the top e-waste generators will drive large-scale electronic waste processing and metal
recovery.

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• Demand for Recycled Raw Materials: Industries such as automotive, construction, and packaging
will increasingly incorporate recycled plastic, metals, and glass into production, supporting cost
reduction and environmental sustainability.

➢ Sector-Wise Growth Outlook (2024-2029):

Plastic Recycling: Increasing bans on single-use plastics and the growing adoption of mechanical and
chemical recycling will drive demand for recycled PET, HDPE, and LDPE in packaging and
manufacturing.

Metal Recycling: Scrap metal processing, particularly in steel and aluminium, will expand due to
growing demand from automotive, construction, and infrastructure projects.

E-Waste Recycling: With an expected rise in electronic waste generation, India will see major
investments in precious metal recovery, refurbished electronics, and secure disposal facilities.

Paper Recycling: Increased demand for recycled paper in packaging and publishing will encourage new
wastepaper recovery facilities.

Construction & Demolition (C&D) Waste Recycling: Infrastructure growth will drive the recycling of
concrete, bricks, and aggregates, reducing construction waste and promoting sustainable building
practices.
▪ Between 2024 and 2029, India’s recycling industry is expected to grow at a CAGR of 8-12%, with
increasing private investments, waste-to-energy projects, smart waste management solutions, and
government-backed sustainability incentives. Digital platforms for waste collection, AI-powered
sorting, and circular economy models will drive innovation, making India a global leader in recycling
and sustainable resource management.
Paper Recycling Industry

Overview of Indian Paper Industry

India’s paper industry accounts for about 5% of global paper production, with an estimated turnover
exceeding ₹80,000 crores and a contribution of approximately ₹5,000 crores to the exchequer. The
industry provides direct employment to around 500,000 people and indirectly supports an additional 1.5
million jobs. It plays a significant role in the economy, contributing about 1.6% to India’s GDP.

With around 850 paper mills, the industry produces approximately 25 million tonnes annually, projected
to reach 35 million tonnes by 2030. It comprises various segments, including writing and printing paper,
packaging materials, and specialty papers. The packaging paper and paperboard segment has been
growing, with domestic consumption increasing at an annual rate of 8.2% in 2023-24.

The industry relies on diverse raw material sources, with about 21% of production based on hardwood
and bamboo, 71% on recycled fibres, and 8% on agricultural residues like wheat straw and rice husk.
Many paper mills use a mix of older and modern technologies. The geographical distribution of
production and consumption plays a role in shaping market dynamics. Maharashtra is among the major
paper-producing states.

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India’s per capita paper consumption is around 16 kg, which is lower than the global average of 57 kg.
The market is expected to expand with economic growth, and an increase of one kg per capita in
consumption could lead to a rise in demand by one million tonnes. However, the industry faces
challenges such as wood fibre shortages, prompting the use of alternative raw materials and imports.
Sustainability efforts focus on recycling and renewable resources to minimize environmental impact.
Industry produces writing and printing papers, paperboard
and packaging materials, newsprint, specialty papers, and
other related products

Industry maintains strong backward linkages with the

farming community and is deeply rooted in agroforestry

Industry has an annual turnover of approximately INR 800

billion (~USD 9.6 billion)

Industry directly employs 0.5 million people and provides

indirect employment to 1.5 million

Industry has a total of 900 mills, with approximately 550

currently operational

India contributes approximately 5% to the world's total

paper production

Industry produces around 25 million tonnes of paper

annually

Current Market Scenario

Paper Production & Consumption Growth in India

India’s paper industry has witnessed steady growth over the past decade, primarily driven by rising
domestic demand, industrial expansion, and increasing urbanization. With a Compound Annual Growth
Rate (CAGR) of ~6%, India has become one of the fastest-growing paper markets globally. However,
the industry faces challenges such as raw material shortages, environmental regulations, and digital
disruptions. Despite these hurdles, India's paper consumption is expected to continue its upward
trajectory due to booming packaging demand, government education initiatives, and sustainability
efforts in production.
• Growth in Paper Production
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 The total installed capacity of India’s paper industry stands at 27.43 million tonnes, with an operational
capacity of 22.73 million tonnes. In 2023-24, total paper production was 24 million tonnes. The total
production share of wood, agro and wastepaper-based mills is estimated to be around 18 -20%, 6 – 8 %
and 71 % respectively. The Indian paper sector has been expanding due to growing demand from
industries such as FMCG, e-commerce, and pharmaceuticals, which rely heavily on paper-based
packaging. However, newsprint and writing paper production have seen a decline, primarily due to the
shift toward digital alternatives.

Segment wise Production Wood-Based Agro Based Recycled Fibre

21% 8% 71%
Micro
Production share Large Mills Medium Mills Small Mills
Mills
Integrated Non-Integrated

Size Distribution (Operational

19 29 96 233 151
Mills) total 526

Source: Statistical Cell, CPPRI. IMPEX data taken from DGFT data base
Recycled Fibre (RCF) plays a crucial role in India’s paper industry, contributing around 71.6% of the
total paper production. The sector’s strong dependence on recycled fibre highlights both a commitment
to environmental sustainability and the challenges associated with the limited availability and high cost
of wood and agro-based raw materials in India.

• Growth in Paper Consumption

India’s paper consumption has been rising steadily, with total consumption reaching 22.83 million tonnes
in 2021-22. However, per capita paper consumption remains low at ~15-16 kg, significantly below the
global average of 57 kg and North America’s 200 kg. This indicates immense growth potential, especially
as India undergoes rapid urbanization and industrial expansion. Paper demand has been fuelled by higher
literacy rates, expansion of education programs, and the rise of the organized retail sector.

Paper
Consumption (Million
Year Production (Million tonnes)
tonnes)
2020-21 21.7 18.6
2021-22 22.5 19.9
2022-23 23.7 21.6
2023-24 24 23.04
Source- Sources: CPPRI, DPIIT. Indian Paper Industry Association, Dun & Bradstreet Estimates

• India's paper industry saw consistent production growth from 21.7 million tonnes in 2020-21 to 24
million tonnes in 2023-24, while consumption has increased from 18.6 million tonnes in 2020-21 to
23.04 million tonnes in 2023-24. On demand side, India’s paper consumption is estimated to been
growing at 6-7% annually where the packaging segment which grew by about 8.2% in FY 2024,
dominates the domestic paper consumption and accounted for 65% of total demand. This majority
share is largely driven by e-commerce, FMCG, and pharmaceutical packaging needs.

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• Printing & writing paper (P&W) makes up 23.11% of the market, although demand for traditional
office paper and newspapers has declined due to digitalization. The newsprint segment has been the
most affected, currently constituting just 5.11% of total consumption, The remaining 7 % of paper
consumption comes from specialty paper products, such as tissue paper, filter paper, security paper,
and high-grade coated paper, which are seeing steady growth.

Future Outlook & Growth Projection

The Indian paper industry is expected to continue its growth trajectory, driven by sustained demand for
packaging paper, increased recycling initiatives, and government support for agro-forestry. Projections
indicate that by 2025, total paper consumption will exceed 26-28 million tonnes, with a CAGR of ~6%.
The packaging paper segment will be the primary driver of growth, while writing & printing paper
demand will stabilize as education sector needs offset digitalization effects.

To ensure long-term sustainability, investments in modern recycling technologies and alternative raw
materials (such as bagasse and agricultural waste) are increasing. The Government has also encouraged
agro-forestry initiatives, supporting the development of high-quality tree clonal saplings that are disease-
resistant and adaptable to diverse climatic conditions. This is expected to increase domestic wood pulp
supply and reduce dependency on imports. Additionally, circular economy models in packaging where
companies recycle and reuse packaging materials are gaining traction, further supporting industry
expansion.

Key Demand Drivers

Expansion of
the Packaging
Industry

Environmental
Regulatory
Sustainability
Challenges
Initiatives

Key Demand
Drivers

Government Technological
Regulations Advancements
and Policies in Recycling

Consumer
Demand for
Eco-Friendly
Products

Expansion of the Packaging Industry

India's packaging sector is experiencing rapid growth, driven by a burgeoning middle class and increased
consumption of fast-moving consumer goods (FMCG). The rise in demand for packaging materials,
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especially corrugated boxes, necessitates the use of recycled paper to ensure sustainability and cost-
effectiveness.

Environmental Sustainability Initiatives

The Indian government is actively promoting a circular economy to enhance resource efficiency and
reduce waste. Policies and financial incentives, such as tax benefits and subsidies for the recycling
industry, encourage the adoption of sustainable practices, thereby increasing the demand for recycled
paper products.
Technological Advancements in Recycling

Investments in research and development have led to improved recycling technologies, making the
process more efficient and economically viable. This technological progress supports the growth of the
paper recycling industry by enhancing the quality and quantity of recycled paper. Indian companies are
adopting advanced technologies to enhance fibre recovery and energy efficiency in recycled paper
production. Innovations enable processing of challenging materials like poly-coated papers into new
products.

Consumer Demand for Eco-Friendly Products

Rising environmental awareness among consumers has increased demand for recycled paper products,
especially in packaging industries such as food and beverages.

Government Regulations and Policies

The implementation of policies aimed at promoting resource efficiency and circular economy practices
has created a favourable environment for the recycling industry. Establishing bodies like the Bureau of
Resource Efficiency (BRE) and integrating recycling initiatives into national missions underscore the
government's commitment to sustainable waste management.

Regulatory Challenges

The imposition of a 2.5% Basic Customs Duty (BCD) on imported waste paper impacts costs, but
legislative measures like mandatory recycling targets could address these challenges.

Analysis of Key Raw material sources for Paper Production in India (Agro, Wood, Recycled paper)
and transition from wood and Agro based fibre to recycled fibre use in paper manufacturing

The paper manufacturing industry in India is a significant part of the economy, contributing to
employment, exports, and the country's overall industrial growth. Historically, the primary raw materials
for paper production were sourced from forests (wood-based) and agriculture (agro-based). However,
due to growing environmental concerns, the industry is shifting towards using recycled paper. Let’s dive
deeper into the different sources of raw materials and the transition to recycled fibre use in Indian paper
production.

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• Wood-Based Fibre

Wood pulp has traditionally been one of the most important raw materials for paper production. It is
sourced from hardwood and softwood trees, such as eucalyptus, bamboo, and casuarina, which are
widely grown in various states across India, especially in the southern regions like Andhra Pradesh and
Tamil Nadu.

Challenges: The environmental impact of deforestation, loss of biodiversity, and the depletion of natural
resources have put pressure on the paper industry to reduce its dependency on wood-based fibres. The
Government of India has also implemented regulations to safeguard forest areas, limiting the availability
of wood for industrial use.

• Agro-Based Fibre

In addition to wood, India also has a history of using agro-residues such as bagasse (a by-product of
sugarcane), wheat straw, rice straw, and jute for paper production. This is particularly significant in states
like Uttar Pradesh, Punjab, and Bihar, where agriculture is a major part of the economy.

Advantages: Agro-residues are renewable and environmentally friendly alternatives to wood, making
them a more sustainable option. Farmers can also benefit financially from selling agricultural waste,
which would otherwise be burned or discarded.

Challenges: The seasonal availability of agro-residues and their limited strength compared to wood fibre
make agro-based paper less durable, which affects its use for certain types of paper.

• Recycled Fibre

Recycled paper has emerged as a key alternative raw material in recent years. With increasing awareness
of sustainability, the paper industry in India has been shifting its focus towards recycling waste paper.
The government has encouraged this transition through various initiatives promoting waste management
and recycling.

Advantages: Recycled paper reduces the demand for fresh wood and agro-residues, decreases the energy
needed for production, and lowers carbon emissions. The circular economy model is gaining popularity,
where used paper is collected, processed, and reused to create new paper products.

Challenges: Although recycling paper is beneficial for the environment, there are limitations in the
quality of recycled paper, especially for high-quality printing or writing paper. The availability of clean
and segregated waste paper is also a challenge in India, where waste management systems need to be
more efficient.

• Raw Material Composition in the Indian Paper Industry:

The distribution of raw material usage in India's paper production is estimated as follows:

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 Raw Material Distribution in India's Paper Industry

8%
21%

71%

Wood-based Fibre Recycled Fibre Agro-based Fibre

Source: Indian Paper Manufacturers Association (IPMA)

The raw material distribution in India's paper industry reveals a significant reliance on recycled fibre,
which constitutes 71% of the total raw materials used, underscoring a commitment to sustainability and
resource efficiency. Wood-based fibre accounts for 21%, representing the industry's continued, yet lesser,
dependence on traditional forestry resources. The smallest fraction, 8%, is attributed to agro-based fibre,
indicating a potential area for growth in utilizing agricultural residues for paper production.

According to the Indian Paper Manufacturers Association, India imported approximately 2 million
tonnes of paper and paperboard during the year 2022–2023. Due to the inefficiency of local waste paper
collection systems, only 60% of the recycled fibre required for producing paper and paperboard is
sourced within the country, while the remaining 40% of demand, India relies heavily on imports from
developed regions such as the USA, Europe, and the Middle East.

Transition from Wood and Agro-Based Fibre to Recycled Fibre

The Indian paper industry has made significant strides in transitioning from wood and agro-based fibres
to recycled fibres over the past two decades. A few key drivers of this shift include:

o Government Regulations: The government has set policies to restrict deforestation and promote
sustainable practices in paper production. Under initiatives like the National Forest Policy and the
National Agroforestry Policy, the industry is encouraged to use recycled materials and non-wood
alternatives.
o Sustainability Goals: With the global focus on sustainability and reducing carbon footprints,
companies are adopting eco-friendly practices. Recycling paper is a step toward achieving India’s
commitment to sustainable development and reducing its dependency on forest-based resources.
o Technological Advancements: Improved technologies in recycling and paper manufacturing
processes have made it possible to produce better-quality recycled paper. The industry is investing
in machinery that can handle waste paper efficiently, ensuring minimal contamination and higher
yields.
o Cost Efficiency: Using recycled paper is cost-effective for manufacturers, as it reduces the
expenses associated with sourcing raw materials. Recycled paper mills have lower operational costs
compared to wood-based mills, further incentivizing this shift.

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The paper manufacturing industry in India is moving towards a more sustainable future by reducing its
dependence on wood and agro-based fibres in favour of recycled paper. The transition is driven by
government policies, technological advancements, and growing environmental awareness. The shift to
recycling helps conserve natural resources, reduce carbon emissions, and minimize the overall
environmental impact of the paper industry. By embracing recycled fibre and adopting sustainable
practices, India’s paper industry is contributing to a greener, more responsible future.

Installed Capacity Growth and paper recycling infrastructure in India

The Indian paper industry has experienced significant growth in recent years, driven by increasing
demand for paper products and a stronger focus on sustainability. The sector is transitioning toward eco-
friendly practices, particularly in paper recycling, which has become a key focus for the industry.

Installed Capacity Growth

Installed capacity refers to the total production potential of paper mills, measured in tonnes per year.
Over the last two decades, India’s paper industry has witnessed a steady expansion in its installed
capacity, supported by increasing demand in education, packaging, and printing sectors.

• Current Capacity: As of 2024, India's pulp and paper capacity has achieved a compound annual
growth rate (CAGR) of 6.30% since 2019.
• Growth Drivers: The capacity expansion has been driven by various factors:

o Increased Demand: The rising literacy rate, expanding print media, growing e-commerce
packaging needs, and rapid urbanization have fuelled the demand for paper.
o Government Policies: Incentives for the manufacturing sector, including initiatives like Make in
India, have helped the paper industry to increase its production capacity.
o Technological Advancements: Investments in modern machinery and technology have allowed
companies to enhance efficiency and boost production output.

Projections indicate a 6 to 7% annual growth in paper consumption in India, reaching 30 million tonnes
by FY 2026-27.

• Paper Recycling Infrastructure in India

India has become one of the largest consumers of recovered or recycled paper globally. The paper
recycling industry is key to meeting the growing demand for paper products while reducing
environmental impact.

• Recycling Rate: India's recovery rate is estimated to be around 25-28%, which is lower compared
to global standards.
• Recycling Capacity: The country’s recycling capacity is expanding, with modern paper mills being
set up that focus primarily on recycled paper.

Challenges in Recycling:

o Collection Systems: One of the primary challenges to improving the recycling rate is the lack of
organized waste paper collection systems, especially in smaller towns and rural areas.
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o Quality of Waste Paper: Contamination and poor segregation of waste paper reduce the efficiency
and quality of recycled paper, which poses a challenge for producing high-grade paper.

Government Initiatives:

o Swachh Bharat Mission: This initiative has helped improve the country’s waste management
system, including the collection of waste paper for recycling. It encourages municipalities and
urban areas to enhance waste segregation practices.
o Extended Producer Responsibility (EPR): The government has implemented EPR rules for
packaging materials, pushing manufacturers to take responsibility for the recycling of the paper and
packaging they produce.

Technological Advancements in Recycling:

o Infrastructure Development: Modern infrastructure and state-of-the-art technologies form the

foundation of operations at various paper mills, allowing for effective production operations while
upholding the highest standards of quality.
o Energy Efficiency: Modern recycling plants are focusing on energy efficiency and water
conservation, reducing the overall environmental footprint of the recycling process.

The Indian government and the paper industry are committed to further expanding recycling
infrastructure to meet the growing demand for sustainable paper products. With ongoing investments in
waste management systems and modern recycling technologies, India is poised to become a global leader
in paper recycling.

Major Factors Driving the Use of Recycled Paper in India for Paper Manufacturing

The paper manufacturing industry in India is undergoing a significant transformation, with a growing
emphasis on the use of recycled paper. This shift is driven by multiple factors, including environmental
sustainability, resource scarcity, and evolving market dynamics. As the country faces constraints in
sourcing virgin wood pulp due to limited forest resources and restrictive policies, the use of recycled
paper has emerged as a viable solution. Additionally, increasing awareness about the environmental
impact of deforestation and the demand for sustainable packaging options has accelerated this transition.

Environmentally Sustainable Manufacturing Process

The shift towards recycled paper is closely tied to the growing demand for environmentally sustainable
manufacturing processes. Producing paper from recycled fibres consumes significantly less energy and
water compared to paper made from virgin wood pulp. Recycling also reduces greenhouse gas emissions,
as it minimizes the need for deforestation and the related environmental impact of logging,
transportation, and processing of raw wood.

Moreover, the recycling process promotes the circular economy by reusing waste paper and diverting it
from landfills, where it would otherwise contribute to pollution and methane emissions. This approach
is aligned with India’s broader goals of reducing its carbon footprint, promoting resource efficiency, and
moving toward sustainable development. Adopting recycled paper also helps companies meet global
sustainability standards, contributing to corporate social responsibility (CSR) efforts.

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The limited availability of virgin pulp

India's limited supply of virgin pulp has been a significant challenge for the paper manufacturing
industry. The country has strict regulations on the use of forest resources, including restrictions on
industrial plantations in degraded forest lands. As a result, India has a shortage of domestic wood pulp,
compelling paper manufacturers to either import virgin pulp or rely more heavily on recycled fibres.
Importing virgin pulp is expensive and can add to the operational costs of paper production.

Due to the scarcity of wood-based raw materials, the use of recycled paper provides a cost-effective
alternative, helping companies optimize their supply chains and reduce their dependence on volatile
import markets. The Indian Paper Manufacturers Association (IPMA) has been advocating for policy
changes that allow the use of degraded forest land for pulpwood plantations. However, until such
measures are enacted, recycled paper remains an essential resource to meet growing demand without
over-reliance on imported virgin pulp.

Cost Effectiveness

India faces a shortage of wood pulp due to its limited forest resources. As a result, the country depends
heavily on alternative raw materials like agricultural residues and recycled paper. Recycling post-
consumer wastepaper helps bridge this gap, making paper production more economical and reducing
reliance on expensive imported pulp.

o Lower Production Costs: Manufacturing paper from recycled fibre requires significantly less
energy and water compared to using virgin pulp. Studies suggest that producing paper from
recycled materials can reduce water consumption by up to 50% and lower air pollution by 74%.
o Reduced Raw Material Dependence: Recycling paper helps cut down the demand for fresh wood
pulp, conserving natural resources and lowering procurement costs for manufacturers.
o Import Reduction: India imports large quantities of raw pulp and wastepaper from countries like
the U.S. and Europe. By increasing domestic recycling, the industry can reduce reliance on imports,
making production more self-sufficient and cost-efficient.
o Operational Efficiency: Many Indian paper mills use a mix of recycled paper and agricultural
residues (such as bagasse and wheat straw) to optimize costs and sustainability. This approach
enables them to remain competitive in a global market.

Government Sustainability Initiative

Environmental concerns and waste management policies have led the Indian government to introduce
measures that encourage the use of recycled paper. One of the most significant initiatives is the ban on
single-use plastics, which came into effect on July 1, 2022.

Under this ban, the production, sale, and use of specific plastic products with low utility and high littering
potential have been restricted. The banned items include:

o Plastic cutlery (spoons, forks, knives, straws)

o Plastic plates, trays, and cups
o Packaging films
o Plastic sticks for balloons, candy, and ice creams

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As a result, businesses and consumers are increasingly turning to paper-based alternatives for packaging
and disposable products. This shift has created new opportunities for recycled paper manufacturers, who
now supply materials for eco-friendly packaging, food containers, and paper bags.

In addition to the plastic ban, the government has introduced policies that directly support recycling and
waste management:

o Extended Producer Responsibility (EPR): Under this framework, companies are required to take
responsibility for the collection and recycling of their paper and packaging waste. This encourages
large corporations to invest in sustainable practices, boosting demand for recycled materials.
o Swachh Bharat Abhiyan (Clean India Mission): Launched in 2014, this initiative promotes waste
segregation and recycling across cities and rural areas, ensuring better collection and processing of
recyclable materials.
o Incentives for Recycling Infrastructure: Several state governments offer subsidies and incentives
for setting up recycling plants, further strengthening the recycled paper supply chain.

India’s Import Trend of Wastepaper in last 5 Years

The paper recycling industry in India relies heavily on imported wastepaper to meet its raw material
demands due to limited domestic collection and availability. Over the last five years, India’s wastepaper
import trends have shown fluctuations influenced by global supply chain disruptions, pricing variations,
and government policies on waste management and sustainability.

Year-Wise Import Trend Analysis

• HS Code: 47071000

Import of Unsorted waste and scrap paper or paperboard in India

2,285.24

1,916.49 1,907.08

1,380.05
1,165.99

388.59 407.5 458.7 391.93 419.57

216.89
57.17

2019-20 2020-21 2021-22 2022-23 2023-24 2024-25(Apr-Jan)

Value(US $ Mn) Volume (Tonnes)

Source: Directorate General of Foreign Trade

India's import of unsorted waste and scrap paper significantly increased from 388.59 tonnes in 2019-20
to 2,285.24 tonnes in 2023-24. The import value also rose, from US $57.17 million in 2019-20 to US
$419.57 million in 2024-25 (April-January), reflecting a growing investment in paper recycling.

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This surge indicates the expansion of India's paper recycling sector, driven by circular economy
initiatives and increasing demand for recycled materials. While there was a slight volume decrease in
2024-25, the overall trend confirms India's growing reliance on imported recyclable paper to support its
manufacturing and sustainability goals.
• HS Code: 47072000

Import of sorted waste and scrap paper or paperboard in India

692.84
600.49

259.05
197.60 171
154.31
81.13 99.27
56.39 63.55
14.09 18.5

2019-20 2020-21 2021-22 2022-23 2023-24 2024-25(Apr-Jan)

Value (US $ Mn) Volume (Tonnes)

Source: Directorate General of Foreign Trade

India's import of sorted waste and scrap paper or paperboard has seen considerable expansion. The
volume of these imports has consistently risen, starting at 56.39 metric tonnes in 2019-20 and surging to
692.84 metric tonnes by 2024-25. This increase highlights a growing reliance on recycled paper
resources within India, which could be due to increasing demand from the domestic paper and packaging
industries.

In terms of value, the imports have also grown substantially, climbing from US $14.09 million in 2019-
20 to US $171 million in 2024-25. The increase in both volume and value suggests not only a greater
quantity of imports but also indicates fluctuations in the price of sorted waste and scrap paper over this
period.

• HS Code: 47073000

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 Import of waste and scrap of paper or paperboard (mechanical pulp) in India

253.79

197.53
183.58

130.58 122.39

63.27
52.32
41.78 38.05 32.22 24.58
9.14

2019-20 2020-21 2021-22 2022-23 2023-24 2024-25(Apr-Jan)

Value(US $ Mn) Volume (Tonnes)

Source: Directorate General of Foreign Trade

From 2019-20 to 2021-22, India's import of waste and scrap paper saw a fluctuating but generally
increasing trend. Starting with a value of US$9.14 million and a volume of 63.27 tonnes in 2019-20,
there was a significant surge in 2020-21, with the value reaching US$41.78 million and the volume
peaking at 253.79 tonnes. In 2021-22, while the value increased to US$52.32 million, the volume
decreased to 197.53 tonnes, indicating a higher cost per unit of imported waste paper.

However, from 2022-23 onwards, there was a decline in both the value and volume of imports. In 2022-
23, the value decreased to US$38.05 million and the volume to 130.58 tonnes. This downward trend
continued into 2023-24, with the value dropping to US$32.22 million and the volume to 183.58 tonnes.
For the period of April-January 2024-25, the value was US$24.58 million and the volume was 122.39
tonnes, suggesting a continued decrease in the import of waste and scrap paper during this period.
• HS Code: 47079000

Import of other waste and scrap paper or paperboard not elsewhere

specified in India
6,329.13

4,827.45 4,765.61 4,996.72

4,108.11
3585.77

2,202.02

1,112.71 1,327.77 1,299.61

838.71 702.16

2019-20 2020-21 2021-22 2022-23 2023-24 2024-25(Apr-Jan)

Value (US $ Mn) Volume (Tonnes)

Source: Directorate General of Foreign Trade

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India's import of waste and scrap paper has fluctuated between 2019-20 and 2024-25. The volume of
imports was highest in 2019-20 at 6,329.13 tonnes, decreasing in 2020-21. The import value peaked in
2021-22 at US$ 1,327.77 Mn.
However, the partial data for 2024-25 shows a contrasting trend, with a significant increase in value to
US$ 3585.77 Mn but a sharp decrease in volume to 2,202.02 tonnes. This suggests a shift towards
importing higher-value waste paper or changes in import dynamics, potentially influenced by evolving
regulations or market demands within India's paper industry.

Major Importing Partners for wastepaper in India

• Major Importing countries for unsorted waste and scrap paper for FY 2023-24
Major Importing countries for wastepaper in India (US $ Mn)

13.59
14.98

37.59

172.43
45.14 USA Italy
UK UAE
Saudi Arab

Source: Directorate General of Foreign Trade

Major importing countries for wastepaper in India for FY 2023-24 shows that the United States is the
largest supplier, contributing $172.43 million, which accounts for the largest share of imports. Italy
follows with $45.14 million and the United Kingdom with $37.59 million, reflecting a strong European
presence in India's wastepaper imports.

Additionally, Saudi Arabia and the UAE contribute $14.98 million and $13.59 million, respectively. This
data underscores India’s heavy reliance on the U.S. for wastepaper, which could present a potential risk
in case of trade disruptions. It highlights the need to either diversify import sources or enhance domestic
wastepaper processing capabilities.
• Major Importing countries for sorted waste and scrap paper or paperboard for FY 2023-24

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 Major Importing countries for sorted waste and scrap paper or paperboard (US
$ Mn)

6.03
6.35

8.87

51.59

32.88

USA U ARAB EMTS TURKEY SAUDI ARAB UK

Source: Directorate General of Foreign Trade

The pie chart for FY 2023-24 shows that the United States dominates India’s imports of sorted waste
and scrap paper/paperboard, accounting for $51.59 million (nearly half of the total). The United Arab
Emirates follows at $32.88 million, reflecting strong Gulf–India trade ties in higher-grade recycled
paper.

Turkey’s share of $8.87 million underscores its emerging role in the paperboard scrap market, while
Saudi Arabia ($6.35 million) and the UK ($6.03 million) supply smaller but still significant volumes.
This concentration over 80% from just two countries highlights both reliance on a narrow supplier base
and the potential benefits of diversifying import sources or strengthening domestic sorted-paper
collection to mitigate supply-chain risks.
• Major Importing countries for waste and scrap of paper or paperboard made mainly of mechanical
pulp for FY 2023-24
Major Importing countries for waste and scrap of paper in India
(US $ Mn)

1.75

5.20
2.78

3.39

USA CANADA U ARAB EMTS ITALY NETHERLAND

Source: Directorate General of Foreign Trade

For FY 2023-24, the United States is the largest supplier of wastepaper to India, contributing $51.59
million, making up nearly half of the total imports. The United Arab Emirates follows closely with
$32.88 million, indicating strong trade ties in higher-grade recycled paper between the Gulf and India.

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Other key suppliers include Turkey, with $8.87 million, and Saudi Arabia and the UK, at $6.35 million
and $6.03 million, respectively. This concentration of imports over 80% from just two countries
highlights India’s dependency on a narrow supplier base, emphasizing the need for diversifying import
sources or boosting domestic wastepaper collection to mitigate supply chain risks.
• Major Importing countries for other waste and scrap paper or paperboard for FY 2023-24

Major Importing countries for other waste and scrap paper or paperboard (US $ Mn)

30.95

46.02

170.81

65.49

116.24

USA UK ITALY CANADA SPAIN

Source: Directorate General of Foreign Trade

For FY 2023-24, India’s major imports of other waste and scrap paper or paperboard were largely sourced
from the United States, accounting for $170.81 million, which makes it the top supplier in this category.
The United Kingdom followed with $116.24 million, indicating a strong bilateral trade in recyclable
paper materials.

Additional significant contributions came from Italy at $65.49 million, Canada with $46.02 million, and
Spain at $30.95 million. This diversified sourcing pattern showcases India’s growing reliance on multiple
geographies for wastepaper imports, underlining its expanding recycling and paper manufacturing
industry.

Technology Impact on the Paper Recycling Industry and Digital Trade Platforms

The paper recycling industry in India has seen a significant transformation with the adoption of
technology. Advanced digital platforms and smart trading exchanges have revolutionized the way waste
paper is collected, traded, and utilized for manufacturing. These innovations have streamlined processes,
improved transparency, and increased efficiency, benefiting both suppliers and buyers.

With the rising demand for sustainable materials and eco-friendly alternatives, technology has played a
crucial role in optimizing waste paper supply chains. Traditional methods of sourcing recycled paper
often involved multiple intermediaries, lack of price transparency, and logistical inefficiencies. However,
with the emergence of digital trade platforms, these challenges are being effectively addressed.
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Business Model of Paper Trade Exchange Platforms

Digital trading platforms for paper recycling function as marketplaces that connect suppliers (waste
paper aggregators, scrap dealers) with buyers (recyclers, paper mills, and manufacturers). These
platforms have introduced new business models, making procurement more efficient, cost-effective, and
scalable.

• B2B Marketplace Model

One of the most commonly adopted business models is the Business-to-Business (B2B) digital
marketplace, where suppliers list their products and buyers place orders based on real-time availability
and pricing. These platforms act as intermediaries, ensuring smooth transactions and maintaining quality
standards.

This model reduces reliance on middlemen, thereby lowering procurement costs for businesses involved
in paper recycling. By directly connecting waste paper suppliers with manufacturers and recyclers,
digital platforms help streamline transactions and enhance pricing transparency. These platforms
generate revenue through various means, including commission-based transactions, premium
memberships, and advertisement placements for suppliers seeking greater visibility. Some prominent
examples of such platforms include Recykal, Scrapo, and POM, which facilitate seamless integration
between waste paper sellers and manufacturers, ensuring efficient and sustainable trade.

Example- Exim Routes, Recykal, ScrapUncle, Namo ewaste and The Kabadiwala

• Block Chain-Enabled Trade Model

Block chain technology is increasingly being integrated into digital trade platforms to enhance trust,
security, and transparency. This model ensures that each transaction is recorded on a tamper-proof digital
ledger, allowing buyers to verify the source and quality of the waste paper they procure.

Smart contracts eliminate disputes by automating payment and delivery processes, ensuring secure and
transparent transactions between buyers and sellers. These contracts operate on block chain technology,
which provides traceability, allowing companies to verify the origin and quality of recycled paper. This
feature helps businesses comply with sustainability standards and government regulations, promoting
responsible sourcing practices. The revenue model for such platforms typically includes subscription-
based premium access for verified users, along with data-driven insights that assist market participants
in making informed trading decisions.

Example- Recykal, Bollant Industries, EcoEx and Allerin

• AI-Driven Smart Trading Platforms

Artificial intelligence (AI) and machine learning (ML) are now being used to optimize paper trading
platforms. These technologies analyse market trends, predict price fluctuations, and automate
procurement strategies, ensuring that businesses get the best deals with minimal risk.

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AI-powered platforms help recyclers and manufacturers track supply chain bottlenecks and identify
alternative sources of raw materials, ensuring a steady supply for production. These platforms analyse
market trends and provide data-driven recommendations to buyers, helping them determine the best time
to purchase waste paper based on pricing fluctuations. Often operating on a subscription-based model,
these platforms offer premium features such as real-time analytics, predictive insights, and automated
procurement strategies, enabling businesses to optimize costs and improve efficiency.

Example- Exim Routes, MetalMandi, Ishitva Robotic Systems and Waste Ventures India

Key attribute and Advantages for trading partners

The implementation of technology in the paper recycling trade has brought several advantages to both
buyers and suppliers. Some of the most significant benefits include:

• Increased Market Access and Efficiency

With the integration of digital trade platforms, businesses can now connect with suppliers and buyers
beyond geographical boundaries, enabling a more efficient and globalized paper recycling industry.
Paper mills and recyclers can source waste paper from international markets, ensuring a continuous
supply while benefiting from competitive pricing. These platforms offer buyers the flexibility to choose
from various types of waste paper, including Old Corrugated Containers (OCC), newsprint, Kraft paper,
and de-inked pulp, based on their specific requirements. This global access helps businesses mitigate
raw material shortages by diversifying their supplier base across different regions, reducing dependency
on any single market and ensuring a more stable supply chain.

• Enhanced Transparency and Trust in Transactions

Traditional waste paper procurement faced significant challenges due to the lack of transparency in
pricing and quality assurance, often leading to fraud and inconsistencies in material standards. However,
the introduction of digital trade platforms has transformed the industry by making transactions trackable
and verifiable, reducing the risks associated with substandard materials. These platforms implement
verified supplier listings, where suppliers undergo strict quality checks and certification processes,
ensuring that buyers receive high-quality raw materials. Additionally, block chain-backed smart
contracts automate payments and deliveries, ensuring that funds are only released once all trade
conditions are met, thereby eliminating disputes and fostering trust in the supply chain.

• Cost Reduction and Sustainability

Technology-driven platforms have significantly reduced procurement and logistics costs for trading
partners by leveraging AI-powered route optimization, which helps companies’ lower transportation
expenses and minimize their carbon footprint. Many of these platforms prioritize local sourcing,
allowing businesses to cut down on shipping distances and emissions, making the supply chain more
sustainable. Additionally, optimized logistics planning ensures faster delivery times and lower freight
costs, improving overall efficiency and reducing operational expenses.

• Real-Time Market Analytics for Better Decision-Making

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Data has become a valuable asset in the paper recycling industry, with digital platforms offering real-
time price tracking, demand forecasting, and trend analysis to help businesses make informed purchasing
decisions. AI-powered predictive analytics enable companies to strategically plan inventory purchases
based on expected market conditions, reducing risks associated with price fluctuations. Additionally,
these platforms allow buyers and suppliers to adjust pricing dynamically, enhancing profitability and
supply chain efficiency by ensuring competitive pricing and optimized procurement strategies.

Regulatory Landscape Paper Recycling

The Indian government has implemented several policies and regulations aimed at promoting sustainable
practices in paper recycling, recognizing the critical role that recycling plays in conserving resources,
reducing environmental impact, and transitioning towards a circular economy. Given the rapid
industrialization and increasing consumption of paper products, it is essential to have a robust framework
that encourages recycling and reduces the dependence on virgin resources.

Major Government Initiatives

These initiatives collectively aim to enhance waste management systems, promote circular economy
principles, and reduce the environmental footprint of the paper industry. By integrating policy measures
with public participation and industry responsibility, the government seeks to improve recycling rates
and ensure the sustainable utilization of resources.

o Extended Producer Responsibility (EPR) Rules, 2024: The EPR Rules, 2024, issued by the
Ministry of Environment, Forest, and Climate Change (MoEFCC), are set to be enforced starting
April 2026. These rules hold producers, importers, and brand owners (PIBOs) responsible for
managing the entire lifecycle of their packaging materials, including paper. The framework requires
companies to ensure the collection, recycling, and environmentally sound disposal of these
materials. By setting progressive recycling targets, the EPR framework aims to reduce reliance on
virgin resources and promote the use of recycled materials.

o Swachh Bharat Mission (Urban): Focus on Paper Waste Management: The Swachh Bharat
Mission (Urban) focuses on improving urban sanitation and waste management across the country.
The mission encourages the segregation of dry waste (such as paper) from wet waste at the source
to facilitate recycling. It also promotes the development of infrastructure like material recovery
facilities (MRFs) to process recyclable materials, including paper. This initiative emphasizes public
awareness and engagement to foster a culture of recycling among citizens.

o Green India Mission: The Green India Mission, part of the broader National Action Plan on
Climate Change (NAPCC), supports afforestation and forest conservation. By promoting
sustainable forestry practices, the mission indirectly contributes to paper recycling by reducing the
demand for virgin wood pulp. The mission focuses on increasing India’s forest cover, thus helping
conserve resources and encourage the use of recycled materials in the paper industry.

Growth Forecast

Expected growth in paper consumption and paper recycling business in India (next 3 – 5 years)

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The Indian paper recycling industry is poised for steady growth, with overall paper consumption rising
from 23.04 million tonnes in FY 2024 to 31 Mn tonnes by 2028, registering a CAGR of about 7.3%.

Annual Growth in Indian Paper Recycling Industry

31.00

23.04 22.32

16.35

FY 2023 FY 2028

Consumption(Mn tonnes) Recycling(Mn tonnes)

Source: D&B research

In India, approximately 71% of paper and paperboard consumed annually are recycled, reflecting a
strong recycling culture. The recycling volume is projected to grow steadily from 16.35 million tonnes
in FY 2024 to 15.73 million tonnes in FY 2028, and further to 22.23 million tonnes by FY 2028.

Growth prospects for online paper recycling trade exchange platform in India

In India, the paper recycling trade has traditionally been an unorganized sector, heavily dependent on
scrap dealers, middlemen, and informal aggregators. However, with the increasing demand for
sustainable practices, there has been a notable shift towards online paper recycling trade exchange
platforms. India is one of the largest consumers of paper in Asia, and approximately 30-35% of its paper
production relies on recycled or recovered paper, sourced both domestically and internationally. This
dependency, combined with rising environmental concerns and the need for traceable supply chains, has
given rise to digital platforms facilitating the organized trade of waste paper.

Online paper recycling platforms in India are gaining traction due to multiple factors. Firstly, they help
digitize the highly informal scrap trading process, allowing for more transparent and efficient
transactions. Secondly, there is a growing push from corporates to meet sustainability and Extended
Producer Responsibility (EPR) obligations, making traceable and documented recycling more important
than ever. These platforms provide better pricing transparency, often displaying real-time rates for
various grades of paper waste such as Old Corrugated Containers (OCC), Old Newspaper (ONP), Sorted
Office Paper (SOP), white paper, and mixed paper. Many platforms also integrate logistics, certification,
and documentation services, making it easier for companies to comply with environmental standards.

Some of the key players in the Indian online paper recycling ecosystem include Recykal Marketplace,
which is one of the largest platforms connecting brands, recyclers, scrap aggregators, and waste pickers.
It serves major clients like Hindustan Unilever, Coca-Cola, and ITC. ScrapUncle and The Kabadiwala
are tech-enabled platforms providing doorstep collection and trade of paper and other recyclables,
primarily targeting urban and semi-urban areas. Cero Recycling, backed by Mahindra Group, also
operates as a B2B platform handling bulk waste paper, among other recyclable materials. Additionally,

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social enterprises like the Paperman Foundation are helping digitize the scrap value chain, connecting
waste pickers to organized buyers.

As per the primary approach, Recykal operates exclusively within India and does not engage in import
or export activities. However, they have plans to expand into international markets in the future. At
present, their services are primarily tailored for large-scale organizations.

The market is witnessing key trends such as the rise of branded recyclers, where companies prefer
platforms that can provide traceable and verifiable proof of responsible paper disposal. With the
introduction of EPR compliance norms, corporates and large institutions are actively seeking formal,
online solutions to dispose of their paper waste responsibly. Paper mills and packaging industries are
increasingly sourcing industrial paper waste such as corrugated boxes and printing trimmings through
these platforms. There is also growing interest in integrating technologies like block chain and AI to
enhance supply chain traceability.

Despite these advancements, several challenges persist. The sector remains largely dominated by
informal players who offer lower-cost services but without traceability or documentation. Fragmentation
is a significant issue as there is no single dominant online platform for paper recycling across India.
Logistics inefficiencies also affect the sector since paper scrap is bulky and has low per-unit value,
making transportation costly. Moreover, price volatility due to fluctuations in global pulp and paper
prices often creates uncertainty for both buyers and sellers. Lastly, there is limited awareness, especially
among small offices and businesses, about the availability and benefits of organized online platforms for
waste paper trade.

The typical users of these platforms include corporate offices generating office paper waste, e-commerce
and logistics companies generating significant volumes of used corrugated boxes, printing presses
generating paper trimmings, and paper mills and packaging units sourcing waste paper for production.
By providing digital tools, pricing transparency, and end-to-end solutions, these online platforms are
slowly formalizing the Indian paper recycling industry, aligning it with sustainability goals and modern
supply chain requirements.

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Key threats & challenges for recyclable with focus on paper recycling in India

Threats:

•A significant portion of waste paper used for recycling is imported, making the
industry vulnerable to global price fluctuations and supply chain disruptions.
Limited •Domestic waste paper collection remains inefficient, leading to a supply-demand gap.
Availability of
Raw Materials

•Effluent treatment and disposal challenges create additional financial burdens.

Environmental •Stringent environmental norms and compliance requirements increase operational
Regulations & costs for recycling plants.
Compliance
Costs

•Quality perception issues make businesses prefer virgin paper over recycled
alternatives.
Competition • Availability of cheaper virgin pulp paper, often subsidized or imported, poses a
from Virgin threat to the demand for recycled paper.
Paper
Production

Challenges:

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 •Lack of a structured waste collection system results in lower recovery rates of
recyclable paper.
•Contamination of waste paper with other materials reduces recycling efficiency and
Inefficient Waste increases processing costs.
Collection &
Segregation

•Paper recycling requires significant water and energy resources, making it costly and
less sustainable in regions facing resource scarcity.
High Energy & •Implementation of energy-efficient and water-saving technologies remains a challenge
Water due to high initial investment costs.
Consumption in
Recycling

•Limited awareness about the benefits of recycled paper affects its market acceptance.
•Businesses and consumers often prefer fresh paper due to quality concerns, reducing
Lack of Consumer demand for recycled alternatives.
Awareness &
Market Demand

Competitive Landscape

Analysis Competitive Landscape

The global paper recycling industry is characterized by a fragmented yet increasingly competitive
landscape, driven by rising environmental awareness, tightening regulations on waste management, and
a growing demand for sustainable raw materials across manufacturing sectors. Numerous regional and
international players operate across the value chain from collection and processing to distribution of
recovered fiber (RCF) with strategic variations in their business models and market penetration
strategies.

A comparative analysis of key players such as LCI Lavorazione Carta, Brown Fiber Overseas Trading,
Indicaa Group Limited, and Ocean Line FZE reveals distinct strengths and operational footprints. Hence,
Competitor Benchmarking shows LCI ahead in operational sustainability and mill integration, while
Brown Fiber scores higher on global scale and supply diversity. Indica benefits from logistical agility
and localized sourcing networks, while Ocean Line excels in bridging Africa-Asia trade corridors and
flexible port operations.

From a market entry lens, offline international RCF imports remain the dominant mode for most players
due to established trade routes and bulk handling advantages. However, integration with digital and tech-
enabled platforms for traceability, procurement automation, or digital quality assurance is rapidly
transforming traditional models. Companies with embedded tech solutions are gaining a competitive
edge by reducing inefficiencies, enhancing transparency, and improving compliance with increasingly
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strict ESG standards. Early movers coupling physical RCF trade with tech-based sourcing, grading, and
inventory systems are setting new benchmarks in operational excellence and customer trust, and this
dual approach is expected to shape the future trajectory of competition in the paper recycling industry.

Adopting technology in the paper recycling industry presents several hurdles, including significant initial
costs for infrastructure, software, and training, which may be difficult for smaller players to justify
without clear short-term returns. Additionally, the required expertise to implement and manage digital
platforms is often lacking, leading to skill gaps and resistance from employees accustomed to traditional
processes. This resistance, along with operational disruptions during the transition, can further delay
adoption, particularly in industries with a deep-rooted reliance on established methods. Long-term
integration and maintenance costs, as well as cybersecurity risks and regulatory compliance challenges,
also pose significant concerns. To overcome these barriers, companies must strategically invest in change
management, training, and scalable technologies that demonstrate long-term value and competitive
advantage.

In conclusion, the competitive landscape of the paper recycling industry is evolving rapidly, shaped by
a blend of traditional trade mechanisms and emerging digital innovations. While established players like
LCI Lavorazione Carta and Brown Fiber Overseas Trading leverage scale and infrastructure, agile firms
such as Indica Group Limited and Ocean Line FZE capitalize on regional flexibility and adaptive
sourcing strategies. The integration of tech solutions into the RCF import-export model is becoming a
key differentiator, enabling companies to enhance transparency, optimize operations, and align with
global sustainability trends.

Tariff Impact on India’s Paper Recycling Industry

The proposed imposition of a 26% import tariff by the U.S. on Indian paper products, effective from
April 2025, is poised to have significant implications for India's paper recycling industry. This move is
likely to affect both the demand for Indian exports and the cost structure of domestic production,
particularly impacting small and mid-sized paper mills that form the backbone of the industry.

A key concern arises from the fact that many Indian paper mills are heavily reliant on exports to the U.S.
market. The increased tariffs will make Indian paper goods more expensive and less competitive in the
U.S., which may result in a decline in demand. As a result, manufacturers may be compelled to reorient
their export strategies by targeting alternative international markets, which may involve new logistical
and regulatory challenges. For smaller mills, such adjustments can be both financially and operationally
burdensome, potentially affecting their sustainability and growth.

On the import side, the impact is equally concerning. India imports a substantial volume of wastepaper
from the U.S., which serves as a critical raw material for recycled paper production. Any rise in import
costs due to tariffs will directly increase raw material expenses for Indian mills. Since wastepaper forms
a major component of the production input for recycled paper goods, this could lead to elevated
manufacturing costs, squeezing margins and possibly leading to higher prices for end consumers.

Furthermore, the tariff hike could unintentionally open the Indian market to a surge in low-cost finished
paper imports from countries such as China, Indonesia, Vietnam, and Thailand. These countries have
competitive pricing advantages and may capitalize on the vacuum created by declining Indian exports to
the U.S. This influx of cheaper imports could intensify price competition in the domestic market, putting

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additional pressure on Indian paper recyclers, particularly those with limited scale or outdated
infrastructure.

In conclusion, the proposed U.S. tariffs are expected to deliver a dual shock to India’s paper recycling
industry by raising the cost of raw material imports and diminishing the competitiveness of Indian paper
products in global markets. For small and medium-sized recycling units, which already operate under
tight financial constraints, these developments could pose significant risks to operational viability and
long-term growth. Strategic policy support and efforts to diversify both sourcing and export destinations
may be critical to mitigate these impacts.

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 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. Before deciding to invest in
Equity Shares, Shareholders should read this entire Draft Red Herring Prospectus. An investment in
Equity Shares involves a high degree of risk. For a discussion of certain risks in connection with
investment in the Equity Shares, you should read “Risk Factors” on page 34 for a discussion of the risks
and uncertainties related to those statements, as well as “Financial Statements” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 292 and 294
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. Unless otherwise stated, the financial information used in this section is
derived from our Restated Financial Statements.

Unless otherwise indicated, Industry and market data used in this section have been derived from the
report titled “Report on Recycling Industry” dated June 03, 2025 prepared and issued by Dun &
Bradstreet Information Services India Private Limited (the “D&B Report”), which has been
commissioned by and paid for by our Company, exclusively in connection with the Offer for the purposes
of confirming our understanding of the industry in which we operate. The data included herein includes
excerpts from the D&B Report and may have been re-ordered by us for the purposes of presentation. For
further details and risks in relation to the D&B Report, see “Risk Factors – Internal Risks – Certain
sections of this Prospectus contain information from the D&B Report which has been exclusively
commissioned and paid for by us in relation to the Offer and any reliance on such information for making
an investment decision in this offering is subject to inherent risks”. The D&B Report formed part of the
material documents for inspection and a copy of the D&B Report was made available on the website of
our Company at [Link]

Unless the context otherwise requires, in this section, references to “our Company”, “the Company”,
“our Company’s foreign subsidiaries”, “we”, “us” or “our”, refers to Exim Group including overseas
subsidiaries, on a consolidated basis.

To obtain a complete understanding of our business, please read this section in conjunction with “Risk
Factors”, “Industry Overview” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” on pages 34, 138 and 294, respectively, as well as the financial, statistical
and other information contained in this Draft Red Herring Prospectus.

COMPANY OVERVIEW

Our Company was originally incorporated as a private limited company with the name of “Exim Routes
Private Limited” under the Companies Act, 2013 vide certificate of incorporation dated April 23, 2019,
issued by Registrar of Companies, NCT of Delhi and Haryana, bearing CIN
U51909DL2019PTC349006. Further the registered office of the company was shifted from NCT of
Delhi, to Haryana and fresh certificate of incorporation was obtained from ROC, Delhi and Haryana vide
CIN: U51909HR2019PTC115525. Subsequently, our Company was converted into a public limited
company pursuant to a resolution passed by our Shareholders at an Extraordinary General Meeting held
on August 07, 2024 and consequently the name of our Company was changed to “Exim Routes Private
Limited” to “Exim Routes Limited” and a fresh certificate of incorporation dated October 24, 2024 was

Page 198 of 447

issued by the Central Processing Centre. The corporate identification number of our Company is
U51909HR2019PLC115525.

BUSINESS OVERVIEW

Our Company operate as a global platform dedicated to facilitating the exchange of recyclable paper
product materials, providing end-to-end services to Indian Paper Mills (“Mills”), ranging from
sourcing/procurement of waste paper to quality assurance and logistics wastepaper to mills. To enable
these operations, our Company has developed the Exim Routes Intelligence System (ERIS), an AI-
powered B2B digital platform, designed to perform four primary functions:

Firstly, in Supply Chain Operations and Offer Management, the ERIS platform consolidates global
inventory data from all Exim Route Limited suppliers, demand offers from mills, matching and price
discovery, and connects supply and demand by acting as an intermediary, enabling bidding and closing
of trades. Secondly, in Customer and Partner Enablement, ERIS supports outbound communication
between Exim internal teams, suppliers and customers and facilitates better tracking and wider, faster
outreach. Thirdly, in Market Intelligence and Data Layer, ERIS brings together multiple internal and
external data points (e.g., pricing and grade quality parameters) to enable insights and better decision
making for internal teams and customers. Lastly, in Logistics Integration, ERIS supports logistics
execution integrating our global network of logistics partners and freight forwarders – ensuring seamless
from order to delivery.

In effect, the ERIS platform facilitates connections between recycling yards, Material Recovery
Facilities (MRFs), traders, and end-user industries, with a particular focus on paper mills, within a secure
and structured marketplace. In addition to supporting Exim’s internal operations, the platform is licensed
to a select group of suppliers and mills.

We operate through a group structured framework comprising the Indian parent entity, Exim Routes
Limited, and a network of foreign subsidiaries. Sourcing and international logistics of the waste paper
are undertaken by our subsidiaries including Exim Routes Inc., incorporated in the United States of
America; Exim Routes Pte. Ltd., incorporated in Singapore; Exim Routes (UK) Ltd., incorporated in the
United Kingdom; Good Earth SCM GmbH, incorporated in Germany and Exim Routes (SA) Pty Ltd.,
incorporated in South Africa. Our Company is responsible for providing overall strategic direction,
group-level governance, and driving technology initiatives. It also oversees the coordination of
operations, logistics, and trade execution, in collaboration with subsidiaries.

This structure has been adopted in alignment with the regulatory guidelines prescribed under the Office
Memorandum issued by the Ministry of Environment, Forest and Climate Change [Link].23/107/2022-
HSMD, which stipulates restrictions on the direct import, trading, and subsequent resale of wastepaper
within India. In line with this regulatory memorandum, our subsidiaries play an important role in
supporting and executing our operations, including the procurement of recyclable waste paper from
suppliers from different countries, coordination of logistics, and supply related transactions service to
Indian paper mills. These operations are primarily conducted through, ERIS, a direct model, wherein our
foreign subsidiary procures and supplies recyclable paper directly to Indian customers.

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Please see “Our Subsidiaries” on page no. 280 for further details.

In addition to the revenue generated through the ERIS platform, our Company also engages in high-seas
sales transactions, acting as an intermediary buyer in the trade of waste paper, which is supplied to Indian
paper mills for use as raw material in the production of finished products. Secondly, the Company
conducts a small volume of domestic trading, which involves purchasing recyclable paper from the
domestic Indian market and selling it to local mills. Furthermore, the Company provides services to
select suppliers and foreign subsidiaries of Exim, supporting their operations. Additionally, we offer the
sale and subscription of the ERIS platform to a select group of mills.

OUR SERVICES

The combination of ERIS – our digital platform – with our global reach and operational capabilities,
allows Exim Routes India to provide a full-service offering across 4 segments.

First, Exim’s Paper Recyclables business enables structured cross-border procurement and resale of
recycled fibre through Direct and High Seas models. These models are tailored to meet regulatory
requirements and buyer preferences, ensuring flexibility in contract execution and risk allocation. The
company also maintains a dedicated Quality Assurance function to oversee material quality across each
transaction. Second, we license ERIS platform to a select group of suppliers and mills. Third, Exim
provides Logistics and Container Handling Services to select customers in India. These services cover
freight booking, documentation handling and customs coordination on ad-hoc basis. Finally, Exim offers
Management and Consultancy Services to its foreign subsidiaries and key supplier partners. These
services span operational planning, regulatory compliance support, and market trend reporting to
improve partner alignment and readiness in a fast-changing trade environment.

The following sections provide an overview of the key services outlined above, that the Company offers
as part of its business operations.

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PAPER RECYCLABLES SEGMENT

Our Company is involved in the sourcing and procurement of paper recyclables from multiple
international markets undertaken primarily by the Company’s foreign subsidiaries, and subsequently this
recycled paper is supplied to Indian paper mills for use as raw material. These trading activities are
supported by an end-to-end model including sourcing, logistics coordination from foreign yards to Indian
ports, quality assurance checks to ensure conformity with mill specifications, and the facilitation of
payments and working capital management across jurisdictions. The execution of the recovered paper
trading business is primarily undertaken through Exim Routes’ overseas subsidiaries.

Below, we provide an overview of the categories of recyclable paper grades handled by the Group, which
include white grades, brown grades, and mechanical grades, based on industry-standard classifications
and end-use applications across various sectors.

A. White Grades: White grades consist of high-quality, clean paper that has minimal contamination.
These types are often preferred by paper mills due to their high purity, making them ideal for the
production of white, high-quality paper products. Key products within this category include:

i. Sorted Office Paper (SOP): This includes various types of paper collected from
commercial and office settings, such as computer printouts and letterheads. SOP is used
as input material in recycling processes to produce high-quality office paper products.

ii. Hard White Shavings (HWS): These are paper trimmings generated during the paper
manufacturing process, comprising predominantly clean white fibres, and are suitable for
recycling into new paper products.

iii. Cupstock: Paper used for making disposable cups and other foodservice packaging. It is
generally free from contaminants and is easy to recycle.

iv. Tissue Paper: A grade of paper primarily used in producing tissues, napkins, and other
hygiene products.

B. Brown Grades: Brown grades are typically composed of recycled paper products that are
used to create industrial-grade paper products. These grades generally exhibit higher levels
of contamination compared to white grades and are processed into raw materials used in the
manufacture of industrial paper products such as corrugated cardboard, cores, and other
packaging materials. Products in this category include:

i. Old Corrugated Containers (OCC): These are used boxes and containers, usually
collected from commercial and industrial sources. OCC is widely processed for use in the
production of corrugated paperboard and similar products.

ii. Mix Paper: This category includes a mix of different types of paper, often gathered from
consumer and industrial sources. Mix paper is typically less clean than sorted grades but
is recycled into various paper products of varying quality.

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 iii. Cores: Another form of brown grade used in packaging and other industrial applications.
It is a key raw material for producing recycled cores, and other kraft products including
sacks and boards.

iv. Box Board Cutting (BBC): A type of board used in the packaging industry, often made
from recycled paperboard materials.

C. Mechanical Grades: Mechanical grades consist of paper products that are typically lower
in quality but still suitable for recycling into new, lower-grade recycled paper products. These
grades are important for mills that produce newspapers, magazines, and other similar
materials. Key products in this category include:

i. News Papers: Newspapers are typically collected from residential, commercial, and
institutional sources for recycling and are used to produce lower-grade paper products.
This category includes both local and international newspaper collections.

ii. Magazines: Printed magazines, especially those made from glossy or coated paper,
are also a part of mechanical grades. They are typically recycled into newsprint or
lower-grade paper products.

To facilitate a clearer understanding of the recyclable paper grades handled by the Group, the following
table provides a representative classification of product categories along with corresponding pictorial
depictions, based on standard trade practices. These images are indicative in nature and intended solely
for illustrative purposes.

Sr. No. Product Grade Product Type Pictorial Depiction

1. White Grades Sorted Office Paper

(SOP)

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 Hard White
Shavings (HWS)

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 Cupstock

Tissue Paper

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2. Brown Grades Old Corrugated
Containers (OCC)

Mix Paper

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Cores

BBC

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 3. Mechanical News
Grades Papers/Magazines

Quality assurance is an integral part of our operations and is provided through three key processes

A. Onboarding New Yards on the Platform: During the onboarding process of a new yard, our
Company conducts an in-person visit where we have a physical presence, or we obtain detailed pictures
and reports, including moisture readings. This is done to establish the initial quality parameters for the
yard's material.

B. Upon Arrival of Material at the Mill: If any issues arise at the mill, our in-house quality team is
dispatched to inspect the material at the mill site. The team resolves any related claims on-site, ensuring
prompt resolution.

C. Ongoing Feedback Loop between Yard and Mill: We establish a feedback loop between mills and
yards where material has been previously accepted. These transactions are given higher priority in our
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 platform recommendations, which increases the likelihood of quality acceptance and ensures ongoing
quality assurance.

ERIS PLATFORM

The Exim Routes Intelligence System (ERIS) is an AI-powered B2B digital platform developed to
centralize and streamline recyclable paper trade operations. ERIS is positioned at the core of Exim’s
business, serving as the enabling infrastructure for inventory visibility, transaction execution, and data-
driven decision-making across its network of suppliers, paper mills, and internal teams. Through a
closed-loop digital marketplace managed by Exim, the platform facilitates structured trades between
buyers and suppliers, allowing Exim to coordinate deal-making while ensuring control over quality,
pricing, and compliance.

The sections below describe how ERIS supports core functions across Exim’s operating model.

1. Supply Chain Operations and Offer Management: ERIS helps Exim teams manage supplier
inventory, demand and supply offers, and convert those offers into purchase and sales orders. It enables
Exim to track intent from suppliers to sell raw material (supply offers) and from buyers to procure it
(demand offers). Sales and purchase teams can match offers to buyers recommended by platform OR
manually select alternate buyers.

The platform also supports bidding functionality, allowing suppliers and mills to place competitive
bids on listed offers. Once a deal is finalized, ERIS generates the corresponding purchase and sales
orders within a single workflow.

Benefit: By reducing manual effort in offer tracking, inventory updates, and order generation, ERIS
increases operational efficiency, saves time across sales and procurement workflows, and lowers the
cost of coordination.

Below is a pictorial representation of the ERIS platform reproduced for your reference.

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2. Customer and Partner Enablement: ERIS supports outbound communication by allowing Exim
teams to share supply offers with customers and demand requirements with suppliers. The platform
tracks number of parties which have received offers and whether they have bid on the offer (or not).
This enables Exim to determine whether offers needs to go to more buyers (and which ones if so) to
expand coverage and improve chances of conversion.

Benefit: Enables structured, traceable offer distribution that reduces manual oversight and supports
wider, faster outreach, and faster conversion from offer to sale.

3. Market Intelligence and Data Layer: ERIS serves as a centralized environment for consolidating
and organizing key market inputs that support Exim’s commercial decision-making. It brings together:
● Historical pricing and grade data across the broader recovered paper market
● Real-time trade information generated from supply and demand offers transacted through ERIS
● Market information gathered by Exim during ongoing conversations with customers and suppliers

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This structured data layer allows teams to assess demand patterns, evaluate sourcing options, and
structure offers based on market demand and conditions. The platform also includes a feature that
recommends potential buyers for specific supply offers, drawing on purchase history and estimated
transit times.

Benefit: By aligning planning, sourcing and offers to consistent, data-driven inputs, ERIS enables faster,
more coordinated decisions across commercial functions i.e. what to sell to whom and at what price,
thereby reducing reliance on limited information and increasing probability of conversion from offer to
sales.

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4. Logistics Integration: ERIS supports freight planning and coordination by updating international
shipping rates across various shipping lines and origin-destination port combinations. The platform
automatically calculates total cost of goods and surfaces options for the most cost-effective and time-
efficient shipping routes. Subsequently, Exim’s Operations team coordinates logistics execution
through its global network of freight forwarders. This includes inland transportation, export customs
clearance, and port handling—ensuring a seamless flow from confirmed trade to delivery at destination
port.

Benefit: Integrates freight planning and execution into the transaction workflow, improving pricing
accuracy, and reducing handover errors.

Below is a pictorial representation of the ERIS platform, highlighting the Freight rates are reproduced
for your reference.

We are proposing the development of ERIS platform as given in Objects on the page number 107 of the
DRHP.

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LOGISTICS AND CONTAINER HANDLING SERVICES

We provide logistics services, including freight forwarding and container handling support, to select
domestic clients, leveraging its expertise in international freight and operational capabilities. These
services, which are separate from the Group's core recyclables business, include freight booking,
customs support, documentation handling, and last-mile coordination. The Group facilitates the
transportation and clearance of goods while ensuring compliance with regulatory requirements and
managing the final delivery to destinations within India. By offering these services independently, our
Company created an additional revenue stream and expanded its service offerings.

MANAGEMENT CONSULTANCY SERVICES

Our Company provides management and consultancy services to select suppliers and its own foreign
subsidiaries. These services include strategic and operational oversight, regulatory compliance support,
and market analysis. The Group offers assistance in areas such as providing market reports on recyclable
paper sources, analyzing pricing and supply trends for paper grades, and helping clients optimize their
operations in the recycling and paper industries.

Besides the above 4 segments, Exim Routes in previous years was engaged in some amount of sales
from other, non-paper recyclables (specifically chemical and metals).

OUR OPERATIONAL WORKFLOW

Our Company has developed a structured process to maintain the operational workflow by acting as an
intermediary within the recyclable paper supply chain. We handle procurement, logistics, payment
processing, and documentation, as part of the broader group operations. This integrated platform
supports the coordination between international suppliers and Indian paper mills, ensuring that
transactions are processed in a systematic and timely manner. Transactions are executed under Cost,
Insurance, and Freight (CIF) Incoterms, wherein our Company assumes responsibility for logistics up to
the Indian port, while the buyer manages customs clearance and import-related compliances.

1. Material Procurement and Transport Arrangement: The process begins when our Company,
through its foreign subsidiaries, purchases the recyclables, primarily recyclable paper, from
international suppliers (yards). The operations and logistics team then coordinates with the freight
forwarders and shipping lines to organize the transport of materials from the supplier’s yard to
the destination port in India. This part of the process involves manual and offline activities,
ensuring that the materials are ready for shipment in accordance with the estimated departure date
of the vessel.
2. Freight and Shipping Coordination: Once the Purchase Order is generated, it is subsequently
issued to the identified supplier to initiate the execution of the transaction. The operations and
logistics team coordinates with the freight forwarders and shipping lines to finalize the pick-up
schedule from the yard. The timing of the pick-up is coordinated with the departure date of the
ship to streamline the logistics process. The freight forwarder is responsible for managing the
entire shipping procedure, including customs clearance at the origin port and handling all related
paperwork ensuring that the materials are shipped without delay.

3. Payment Arrangement and Invoice Processing: Once the material is picked up, the supplier
issues the final invoice to our foreign subsidiary. Payments for the supplied material are processed
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 in accordance with the mutually agreed terms between foreign subsidiary and the respective
supplier, which ranges from advance payment upon loading to a credit period of up to 30 days
from the date of the invoice.

4. Vessel departure and Sales invoice Issuance: Once the vessel departs from the port of loading,
the final sales invoice is issued to the buyer (the paper mill in the case of a direct route) or to Exim
India (in the case of the High Seas route).

5. Freight Payment and Documentation for Indian Customs: As the ship nears its destination
port in India, typically 7-10 days prior to arrival, our subsidiaries arrange payment to the freight
forwarder for any outstanding dues. This payment is a necessary step to release the required
shipping documents from the shipping line, which are essential for customs clearance at the Indian
port.

6. Bank-to-Bank documentation: Upon receipt of payment, the shipping documents from the
freight forwarder, along with any other required customs documentation for clearance at the
Indian port, are sent to the Indian bank of the buyer (i.e., the paper mill).

7. Banking and Payment Release: The buyer i.e. Indian paper mill, then processes the payment as
per the Sales Order /Sales Invoice issued by the Exim subsidiary (Direct Route) OR Exim India
(High Seas Route), and the necessary custom documents are then released.

8. Import Clearance and Cash Flow Cycle Completion: Once the buyer completes the import
clearance at the Indian port, the payment is credited to Exim’s account (either subsidiary OR
Indian Issuer company), thus completing the transaction. This payment marks the conclusion of
the cash flow cycle, as the subsidiary receives funds from the buyer to close out the sale,
completing the full process of international trade for the recyclables.

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OUR HIGH SEAS SALES TRANSACTIONS

Exim facilitates recycled paper trade through 2 different channels/ modes (depending on customer
preference and demand) – Direct Route wherein Exim subsidiary sells directly to Indian mills. And
second one is “High Sea” sales where Exim India buys material and then sells on to Indian mills whilst
the vessel is still in international waters.

● Model 1 (“Direct” Flow): Under this model, our foreign subsidiaries directly purchase recyclable
paper from various international suppliers (yards), either in USD or GBP, and subsequently sells
it directly to Indian paper mills in USD. Revenue in this model is recorded on the subsidiary’s
books in USD/ GBP/ EUR. Exim India’s involvement is limited to providing operational,
logistical, and sales support as part of the transaction.

● Model 2A (“High Seas” Flow): In this model, Exim India acts as an intermediary buyer in the
recyclable paper supply chain. Our foreign subsidiaries first procure recyclable paper from
international suppliers (yards) in USD/ GBP/ EUR, which is then sold to Exim India in USD.
While the vessel remains in international waters enroute to India, Exim India sells the material to
Indian paper mill via the High Seas Route in INR. Exim India later pays the subsidiary in USD,
which completes the cash flow cycle, with the foreign subsidiary paying the international yard in
USD/ GBP/ EUR.

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 ● Model 2B (“High Seas” Flow): This model follows the same process as Model 2A, with the key
difference being that Exim India directly purchases the recyclable paper from international
suppliers (yards) in USD/ GBP/ EUR. Similar to Model 2A, while the vessel remains in
international waters enroute to India, Exim India sells the material to an Indian paper mill via the
High Seas Route in INR.

In both Model 2A and Model 2B, revenue is recorded on Exim India’s books in INR.

As mentioned above, the “High Seas” channel was opened to simplify and meet customer (i.e.
mill) needs, as it offers paper mills 3 additional advantages vs “Direct” channel:

● Reduces FOREX needs: Paper mills have to pay in INR (and NOT USD), which helps
them save their forex for other purchases, as well as reduces transactional and compliance
costs
● Simplifies compliance: Whilst paper mills still have to get the import clearance done,
compared to “direct model” this channel leads to lower compliances (e.g., no need to
transact in USD and hence lower banking compliances) which in turn speeds up their
operations
● Increases operational speed and reduces delays in transit: The speed of execution
increases which in turn reduces risk of any potential delays in payments, clearances, and
ultimately material reaching the mill (which is critical for mill operations)

Indian paper mills are reliant on imported recycled paper to meet their production needs and by
opting for “High Seas” route mills reduce complexity, compliances and forex needs that
otherwise is needed in the “direct” model. We are seeing more mills preferring the “High Seas”

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model, as is evident in the growth in this particular channel and customer base (vis-à-vis the rest
of our business and customer base) – refer table below

“High Seas” sales growth (Exim Routes)

For Financial Year 2024-2025 (Upto 31st March 2025)

Total % Total
Direct Total Overall
High Sea % share Revenues Revenue
Model Revenues %
Revenues of total FY2023- growth
Top 5 Revenues FY2024-25 growth
S. N. conso- 24 (FY 2024-
Customers (In INR across
(In INR (In INR lidated 25 vs
Lakh) (In INR business
Lakh) Lakh) sales FY2023-
Lakh) vs PY
24)
1. Customer 1 280.70 237.67 518.37 4.29% 96.81 435.43%
2. Customer 2 213.17 67.31 280.48 2.32% 98.43 184.97%
3. Customer 3 160.30 104.86 265.16 2.20% 156.26 69.69%
68.03%
4. Customer 4 159.69 158.42 318.10 2.63% 67.99 367.84%
5. Customer 5 117.66 248.46 366.12 3.03% 42.83 754.88%

TOTAL 931.52 816.71 1,748.23 14.48% 462.32 278.15%

Note: The percentages listed above are calculated as a percentage of Revenue from Operations based
on Consolidated Restated Financial Statements.

SOURCES OF REVENUE

Sr, Revenue Stream Description

No.

1. Paper Recyclables Our Company generates revenue by facilitating transactions between

international suppliers and Indian buyers. The sourcing and procurement of
recyclable paper are primarily undertaken by the Company’s foreign
subsidiaries across multiple international markets, with the material
subsequently supplied to Indian paper mills for use as raw material.
2. ERIS Subscription Annual subscription fee charged to select mills and suppliers who use ERIS
Fees for market intelligence, trading and buy-sell of recyclables.

3. Logistics And Our Company also generates revenue from providing logistics, freight
Container Handling forwarding and container handling support services within India. These
Services services include freight forwarding service, customs clearance, and related
assistance for recyclable materials, we offer these services to a limited set of
domestic clients.

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 Sr, Revenue Stream Description
No.

4. Management and Our Company generates revenue by providing strategic and operational
Consultancy consultancy services to external clients as well as its own foreign subsidiaries.
Services These services include advisory on operations and sustainability and
regulatory compliance support.

5. Other Revenues Our company, in previous years was engaged in the sales of non-paper
recyclables (specifically chemical and metals) and commission from chemical
sales to an extent.

REVENUE BIFURCATION OF THE COMPANY

(Amount in Lakhs except %)
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
S. No. Particulars Nature
% of % of % of
Revenue Revenue Revenue
Revenue Revenue Revenue
Paper Sale of
1 11,676.02 96.76% 6,787.32 94.45% 2,370.18 65.03%
Recyclable Products
Sale of
2 ERIS 75.00 0.62% - 0.00% - 0.00%
services
Management
and Sale of
3 129.07 1.07% 95.32 1.33% 82.13 2.25%
Consultancy services
Services
Logistics
And
Sale of
4 Container 152.81 1.27% 35.98 0.50% 854.28 23.44%
services
Handling
Services
5 Others Others 34.09 0.28% 267.28 3.72% 337.99 9.27%

Total 12,066.99 100.00% 7,185.90 100.00% 3,644.58 100.00%

Note: The percentages listed above are calculated as a percentage of Revenue from Operations based
on restated consolidated financial statements.
As certified by Auditor, M/s NKSC & Co., Chartered Accountants, by way of their certificate dated July 09,
2025.

GEOGRAPHY-WISE REVENUE BIFURCATION OF THE COMPANY

(Amount in Lakhs except %)
S. No. Particulars For the year ended For the year ended For the year ended
31-March -25 31-March -24 31-March -23
% of
% of % of
Revenue Revenue Revenu Revenue
Revenue Revenue
e
Within India

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 1 Tamil Nadu 4,778.96 39.60% 3,349.30 46.61% 416.90 11.44%
2 Delhi 40.03 0.33% 16.71 0.23% 80.92 2.22%
3 Uttarakhand 61.48 0.51% 243.13 3.38% 70.50 1.93%
4 Maharashtra 356.92 2.96% 118.43 1.65% 232.72 6.39%
5 Goa 6.88 0.06% 93.09 1.30% 78.14 2.14%
6 Gujarat 4,722.05 39.13% 1,803.79 25.10% 1,327.84 36.43%
7 Haryana 84.11 0.70% 0.98 0.01% 87.40 2.40%
8 Telangana 373.52 3.10% 471.16 6.56% 11.00 0.30%
9 Uttar Pradesh 953.19 7.90% 75.84 1.06% 35.17 0.96%
10 Jharkhand 85.46 0.71% - 0.00% - 0.00%
11 Punjab 53.91 0.45% 37.88 0.53% 14.14 0.39%
12 Andhra Pradesh 30.33 0.25% 5.68 0.08% 10.87 0.30%
13 West Bengal - - 206.98 2.88% 2.91 0.08%
14 Bihar - - (2.10) (0.03%) - 0.00%
15 Karnataka - - 0.78 0.01% 5.11 0.14%
16 Odisha - - 8.62 0.12% 8.93 0.25%
17 Himachal Pradesh - - (8.29) (0.12%) 73.25 2.01%
18 Rajasthan - - - - 49.30 1.35%
19 Chandigarh - - - - 2.30 0.06%
20 Chhattisgarh - - - - 16.17 0.44%
Total Within India (A) 11,546.84 95.69% 6,421.99 89.37% 2,523.56 69.24%
Outside India
21 Dubai 280.88 2.33% 691.29 9.62% 1,069.74 29.35%
22 Singapore 100.80 0.84% 32.88 0.46% - 0.00%
23 USA - - 25.38 0.35% - 0.00%
24 Taiwan 18.43 0.15% - 0.00% - 0.00%
25 Italy 31.15 0.26% - 0.00% - 0.00%
26 Sri Lanka 84.49 0.70% - 0.00% - 0.00%
27 Canada 4.39 0.04% - 0.00% - 0.00%
28 Germany - - 14.36 0.20% - 0.00%
29 Nepal - - - - 18.29 0.50%
30 Poland - - - - 9.76 0.27%
31 Jordan - - - - 23.22 0.64%
Total Outside India (B) 520.14 4.31% 763.91 10.63% 1,121.02 30.76%
100.00 100.00
Total Revenue (A+B) 12,066.99 7,185.90 3,644.58 100.00%
% %
Note: The percentages listed above are calculated as a percentage of Revenue from Operations based
on restated consolidated financial statements.
As certified by Auditor, M/s NKSC & Co., Chartered Accountants, by way of their certificate dated July
09, 2025.

OUR PRESENCE

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The EXIM ROUTES Group is a global trading company engaged in the sourcing and distribution of
recyclable materials, with a core focus on recovered paper. With presence in over 15+ countries and a
network of more than 100+ yards and mills, the Group supplies recycled paper to 50+ Indian paper mills.
Its international presence spans key markets including the Americas, Europe, United Kingdom, South
Africa, and South East Asia, enabling efficient integration across the recycling and paper supply chain.

OUR CLIENT BASE

Our clientele base spans across a wide array of industries, each relying on our competence in sourcing,
trading, and logistics for recyclable materials. Our primary clients include manufacturers across various
sectors such as Manufacturer of Cups, Manufacturers of printing paper & notebooks, Manufacturer of
packaging material and other Indian Paper mills, all of whom are integral to the paper industries.

Figures As per Consolidated

(Amount in Lakhs)
Particulars For the Financial For the Financial For the Financial
Year ended on Year ended on Year ended on
March 31, 2025 March 31, 2024 March 31, 2023
Top 1 Customer 2,387.85 1,650.23 885.41
% of Revenue from Operations 19.78% 22.96% 24.29%
Top 5 Customers 5,522.56 3,664.45 1,972.46
% of Revenue from Operations 45.75% 51.00% 54.12%
Top 10 Customers 7,483.54 5,250.96 2,548.91
% of Revenue from Operations 61.99% 73.05% 69.93%
Revenue from Operations 12,066.99 7,185.90 3,644.58

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Figures As per Standalone
(Amount in Lakhs)
Particular For the year For the year For the year
ended ended ended
March 31, 2025 March 31, 2024 March 31, 2023
Top 1 Customer 280.70 174.64 502.87
% of Revenue from Operations 14.60% 33.56% 39.48%
Top 5 Customers 992.35 405.83 841.02
% of Revenue from Operations 51.60% 78.08% 66.02%
Top 10 Customers 1,537.87 471.19 1,019.35
% of Revenue from Operations 79.97% 90.65% 80.03%
Revenue from Operations 1,915.26 520.34 1,273.78

CERTIFICATIONS/AWARDS:

Outlined below are the certifications/awards obtained in the name of our Company in relation to its
business activities.

Sr. Certification/Awards Standard Issued by Certificate No. Expiry Date

No. /Category
1. Indian Achievers’ Award Emerging Indian N.A. N.A.
2022 Company Achievers’
Forum

SWOT ANALYSIS

The following are the key SWOT analysis of our Company which enable us to be competitive in this
business:

COMPETITION

According to Dun & Bradstreet Report dated June 03, 2025, on Recycling Industry (Focus On Paper
Recycling), India's recycling industry, encompassing paper, metal and plastic, is experiencing a notable
transformation, driven by advancements in technology, evolving government regulations, and growing
demand for sustainable materials. The sector is becoming increasingly competitive, with companies
adopting automation, AI-powered analytics, and blockchain-based traceability systems to enhance

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operational efficiency and transparency. Government policies, such as Extended Producer Responsibility
(EPR) and plastic waste management rules, are compelling businesses to adopt environmentally
compliant practices, creating both opportunities and challenges within the industry.

However, the sector faces several entry barriers, including high capital investment requirements,
complex regulatory frameworks, and supply chain inefficiencies. Established players are differentiating
themselves by offering high-quality recycled materials, specializing in niche markets, and focusing on
environmentally responsible practices. Moreover, the rise of digital platforms and waste trade exchanges
is improving market transparency, streamlining material sourcing, and reducing reliance on traditional
intermediaries. As sustainability continues to be a priority for both businesses and consumers,
competition in the recycling industry is intensifying. This is expected to drive further innovation and
operational efficiency in waste management practices, providing opportunities for firms that are able to
adapt to these evolving market dynamics.

As on the date of this Draft Red Herring Prospectus, there are no listed companies in India that are
directly engaged in a comparable business model specifically focused on the international sourcing and
trading of recovered paper and similar recyclable commodities. While certain entities in India may
engage in general waste management or recycling activities, they do not operate in the same segment or
with the same geographical scope as our Company. Our competition is primarily from international
companies engaged in the recovery and supply of recyclable commodities across various global trade
routes.

Some of our international competitors are as follows:

a) Lavorazione Carta Riciclata Italiana S.r.l. (LCI), Italy, Europe
b) Brown Fiber Overseas, Dubai, UAE
c) Indicaa Group Limited, Dubai, UAE
d) Ocean Line FZE, Dubai, UAE
Source - Dun & Bradstreet Report

MARKETING

Our Group prioritizes building and maintaining trust-based relationships with both our customers and
employees. The marketing team is responsible for devising and executing the overall marketing
strategies. As a B2B-focused business, we do marketing and branding strategy based on three key pillars:

1. Sponsorship and Participation in Conferences and Trade Shows: Our Company sponsors and
participates in national and international conferences and trade shows focused on the paper and
recycling industries. This includes setting up booths for Exim Routes or its ERIS platform at
events such as Paperex India and the Paper Recycling Conference in Chicago. These engagements
help to increase visibility and establish industry presence.

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 2. Thought Leadership and Speaking Engagements: We actively participate in industry forums
and panel discussions, with senior management serving as speakers or panellists. These
engagements focus on topics such as the role of Artificial Intelligence (AI) and technology in the
recycling industry. Such speaking opportunities help position us as a thought leader in the
industry.

Participation in the Recycling Expo held in Participation in the Paper Recycling Conference held in
United Kingdom in October 2024 Bangkok in September 2024

3. Social Media and Industry-Specific Publications: We engage with industry professionals and
stakeholders through LinkedIn and other industry-specific magazines. We share thought
leadership articles, insights, and viewpoints on key trends in the recycling and paper industries.
This content is posted on the official Exim Routes LinkedIn page as well as through the personal
LinkedIn profiles of company leaders.

COLLABORATIONS/TIE–UPS/ JOINT VENTURES

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 As of the date of this Draft Red Herring Prospectus, our Company has entered into following
collaborations/agreements:

Sr. Date of Name of Nature / Type of Purpose / Objective Tenure /

No. Agreement Counterparty Agreement Validity
1. June 15, 2024 EWNS Trading Agreement For To assist in guidance
Private Limited Logistics Module towards design,
Development development, and Until
implementation of terminated
the logistics module
for the ERIS App.
2. October 07, Sukraft Recycling Service Agreement for To assist in guidance
2024 Private Limited Customer Module towards design,
Development development, and Until
implementation of terminated
the customer module
for the ERIS App
3. October 07, Sunshine Pap Tech Service Agreement for To assist in guidance
2024 Private Limited Customer Module towards design,
Development development, and Until
implementation of terminated
the customer module
for the ERIS App
4. February 20, Gopal Singal Agreement for App To support in
2025 Development developing and Until
maintenance of terminated
ERIS App
5. September 18, Samvriddhi Agreement for IT To support in
2024 Infotech Private Development development and
Until
Limited maintenance in IT
terminated
modules for ERIS
App
6. June 01, 2024 Jina Code Systems Engagement Letter for To Develop ERIS Until
LLP Development of ERIS terminated
7. October 14, Aardour Agreement for To provide
2024 Worldwide Container Handling Container Handling
Logistics Private Services including
Limited Import October 14,
documentation, 2027
freight negotiations
& other related
services.
8. . May 01, 2024 Tianxin Logistics Agreement for To provide May 01,
Private Limited Container Handling Container Handling 2027
Services including

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Sr. Date of Name of Nature / Type of Purpose / Objective Tenure /
No. Agreement Counterparty Agreement Validity
Import
documentation,
freight negotiations
& other related
services.
9. July 10, 2024 RPS Global Carbo Agreement for To provide
India Private Container Handling Container Handling
Limited Services including
Import
July 10, 2027
documentation,
freight negotiations
& other related
services.
10. September 23, Nidhi Shipping Agreement for To provide
2024 Private Limited Container Handling Container Handling
Services including
Import September
documentation, 23, 2027
freight negotiations
& other related
services.
11. December 12, Shah Cleaning & Agreement for To provide
2024 Forwarding Private Container Handling Container Handling
Limited Services including
Import December
documentation, 12, 2027
freight negotiations
& other related
services.
12. June 15, 2025 Jina Code Systems Vendor Agreement for To Develop ERIS Until
LLP Development of ERIS terminated

EXPORT OBLIGATION

As of the date of this Draft Red Herring Prospectus, our company has engaged in a limited number of
exports and the details of the same are as follows:
(Amount in Lakhs except %)
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
S.N. Particulars % of % of % of
Revenue Revenue
Revenue Revenue Revenue Revenue
Domestic
1 11,546.85 95.69% 6,421.99 89.37% 2,523.56 69.24%
Sales
2 Export Sales 520.14 4.31% 763.91 10.63% 1,121.02 30.76%

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 Total Revenue 12,066.99 100.00% 7,185.90 100.00% 3,644.58 100.00%

Note: The percentages listed above are calculated as a percentage of Revenue from Operations based
on restated consolidated financial statements.

UTILITIES AND INFRASTRUCTURE FACILITIES

Our offices are equipped with the necessary utilities and facilities required to ensure the smooth
functioning of our business operations. These include, but are not limited to, the following:

1. Power: Our Company requires power for the normal functioning of office operations, including
lighting and systems. The required power is supplied by Dakshin Haryana Bijli Vitran Nigam
(DHBVN). Additionally, power backup systems are installed by the builder to ensure an
uninterrupted power supply in the event of electricity outages.

2. Water: Our registered office, corporate office, and branch office have access to an adequate
supply of water from public utilities. This water is used for drinking and sanitation purposes. The
current water consumption at these offices is minimal, and the water is sourced from local supply
sources.

3. Effluent Treatment: Our Company does not generate any industrial effluents which are
hazardous to the environment.

CAPACITY UTILIZATION

We are involved in trading and consultancy service business; hence the concepts of capacity and capacity
utilization do not apply.

HUMAN RESOURCES

Our Group believes that our ability to maintain growth depends to a large extent on our strength in
attracting, training, motivating and retaining employees.

As of June 30, 2025, our Company has 18 employees. 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. None of our employees are represented by a labour union. We have not experienced
any work stoppages since our incorporation, and we believe that our employee relations are strong.

Function Head of the Department Number of Employees

Management - 4
Finance (incl. CFO) Govind Rai Garg 2
Sales & Business Development Pallav Singal 2
Operations and Logistics Pallav Singal 3
Quality Control Vivinprasath Devaraj 2
Tech/ IT Manish Goyal 1
Legal and Secretarial Richa Anand 1

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 Function Head of the Department Number of Employees
HR & Admin Richa Anand 3
Total 18

Out of the above 18 employees only 4 employees are covered under Employees’ Provident Funds and
Miscellaneous Provisions Act, 1952 (“Act”), as on May 31, 2025.

Reason: The basic salary of the remaining 14 employees does not fall with the stipulated threshold limits.
Therefore, the provision of the Act is not applicable to them.

Out of the above 18 employees only 3 employees are covered under Employees State Insurance Act,
1948 (“Act”), as on May 31, 2025.

Reason: The gross salary of remaining 15 employees does not fall with the stipulated threshold limits.
Therefore, the provision of the Act is not applicable to them.

FINANCIAL OVERVIEW

The following table presents a consolidated Financial Snapshot of our Company, its Subsidiary, and the
previously operated Proprietorships, providing a clear overview of their financial performance and
position:

On the basis of Restated Consolidated financial statements.

(Amount in Lakhs except %)
For the year ended For the year ended For the year ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Amount % Amount % Amount %
Revenue From
12,066.99 99.74% 7,185.90 99.27% 3,644.58 99.95%
Operations
Total Revenue 12,098.94 100.00% 7,238.99 100.00% 3,646.29 100.00%
EBITDA 994.70 8.24% 458.00 6.37% 63.62 1.75%
PAT 756.28 6.27% 420.33 5.85% 37.49 1.03%
PAT Margin (in %) 6.27% 5.85% 1.03%
Note: -
1. EBITDA = Restated Profit before tax + finance cost + depreciation and amortization expenses – other income
2. PAT Margin = PAT/ Revenue from Operations

On the basis of Restated Standalone financial statements.

(Amount in Lakhs except %)
For the year ended For the year ended For the year ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Amount % Amount % Amount %
Revenue From
1,915.26 98.44% 520.34 99.99% 1,273.78 99.87%
Operations

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 For the year ended For the year ended For the year ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Amount % Amount % Amount %
Total Revenue 1,945.53 100.00% 520.39 100.00% 1,275.46 100.00%
EBITDA 491.37 25.66% 115.31 22.16% 53.09 4.17%
PAT 354.63 18.52% 61.98 11.91% 30.33 2.38%
PAT Margin (in %) 18.52% 11.91% 2.38%
Note: -
1. EBITDA = Restated Profit before tax + finance cost + depreciation and amortization expenses – other income
2. PAT Margin = PAT/ Revenue from Operations

INSURANCE

As on the date of this Draft Red Herring Prospectus, we have taken following insurances the details of
which is given as below:

Descriptio Total Sum

Name of the n of
S. Type of Validity Insured
Insurance Policy Number
N. Policy property Period (Amount in
Company
insured lakhs)

June 27,
Bajaj Allianz Group Health
2025, to
1. General Insurance Insurance 12-8604-0000000015-00 Employees 85.00
June 26,
Company Limited Floater Policy
2026
November
ICICI Lombard Private Car
29, 2024, to
2. General Insurance Package 3001/370409045/00/B00 Vehicle 5.00
November
Company Limited Policy
28, 2025

LAND AND PROPERTIES

Our Company operates through following property on rent basis:

Owned/ Licensor/ Rent

S. Adress of the Lessor/ Amount
Lease – Tenure Area Use
N. Property
Area Owner (In lakhs)
Unit No. 421, 4th
Floor, Suncity
Success Tower, Apex From
Registered
Sector 65, Golf Acreages May16, 2025 1,350
1. Lease - 1.03 Office use
Course Road Private to February sq. ft.
only
Extension, Limited 10 2026
Gurugram, Haryana -
122101

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 INTELLECTUAL PROPERTY

Trademark/Wordmark Date of Application Current Reason for

Class
application number Status Objection

July 01,
5512358 35 Registered N.A.
2022

March 01, Accepted &

6883936 35 N.A.
2025 Advertised

March 01, Accepted &

6883937 35 N.A.
2025 Advertised

DOMAIN

Sponsoring Registrar
Domain Name Creation Date Expiry Date Current Status
& ID
Sponsoring Registrar -
[Link] 1API June 25, 2024 June 25, 2026 Active
ID - 1387

This space has been left blank intentionally.

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 KEY REGULATIONS AND POLICIES

The business of our Company requires, at various stages, the sanction of the concerned authorities under
the relevant Central, State legislation and local laws. The following description is an overview of certain
laws and regulations in India, which are relevant to our Company. Certain information detailed in this
chapter has been obtained from publications available in the public domain. The regulations set out
below are not exhaustive and are only intended to provide general information to Applicants and is
neither designed nor intended to be a substitute for professional legal advice.

The statements below are based on current provisions of Indian law, and the judicial and administrative
interpretations thereof, which are subject to change or modification by subsequent legislative,
regulatory, administrative or judicial decisions.

RELATED TO OUR BUSINESS

Digital Personal Data Protection Act, 2023 (“DPDP Act 2023” or “DPDP Act”)

The DPDP Act, 2023, originated as the Personal Data Protection Bill, 2019, introduced in the Lok Sabha
by the Ministry of Electronics and Information Technology (MeitY) on 11 December 2019. This bill was
referred to a Joint Parliamentary Committee (JPC), which submitted its report in December 2021.
Subsequently, the bill was withdrawn from Parliament in August 2022. A revised version, titled the
Digital Personal Data Protection Bill, 2023, was introduced in the Lok Sabha on 3 August 2023, passed
by the Lok Sabha on 7 August 2023, and by the Rajya Sabha on 9 August 2023. The bill received the
assent of the President on 11 August 2023.
The primary objective of the Act is to safeguard the privacy of individuals with respect to their personal
data. It aims to regulate the flow and usage of personal data, establish a relationship of trust between
individuals and entities processing such data, and protect the fundamental rights of individuals whose
data is being processed. The Act also provides a framework for organizational and technical measures to
be adopted in data processing, prescribes norms for social media intermediaries, governs cross-border
data transfers, ensures accountability of data processors, and offers remedies for unauthorized and
harmful processing. Additionally, it provides for the establishment of the Data Protection Authority of
India to oversee and enforce the provisions of the Act and address matters connected or incidental
thereto.
The DPDP Act deals with the provisions relating to the protection of personal and sensitive data by
fiduciaries. As per the Act, entities responsible for collecting, storing, and processing digital personal
data are defined as data fiduciaries and have defined obligations, that include maintaining security
safeguards, ensuring completeness, accuracy, and consistency of personal data; intimation of data breach
in a prescribed manner to the Data Protection Board of India, data erasure on consent withdrawal or on
the expiry of the specified purpose, the data fiduciary having to appoint a data protection officer and set
up grievance redress mechanisms, and the consent of the parent/guardian being mandatory in the case of
children/minors (those under eighteen years of age). It also states that any processing that is likely to
have a detrimental effect on a child is not permitted. It prohibits tracking, behavioural monitoring, and
targeted advertising directed at children There is an additional category of data fiduciaries known as
significant data fiduciaries (SDFs). The government will designate data fiduciaries as SDF based on
certain criteria—volume and sensitivity of data and risks to data protection rights, sovereignty and
integrity, electoral democracy, security, and public order. SDFs will have additional obligations that
include appointing a data protection officer based in India who will be answerable to the board of
directors or the governing body of the SDF and will also serve as the point of contact for grievance

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redressal; and conducting data protection impact assessments and audits and taking other measures as
prescribed by the government.

The Information Technology Act, 2000 (the “IT Act”) and the rules made thereunder.

The IT Act aims to: (i) provide legal recognition to transactions conducted through electronic data
interchange and other electronic means, serving as alternatives to paper-based communication and
information storage; (ii) facilitate electronic filing of documents; and (iii) establish a framework for
authenticating electronic documentation using digital signatures. The IT Act provides for extraterritorial
jurisdiction, making any offence or contravention committed outside India punishable if it involves a
computer, computer system, or computer network located in India, regardless of the offender’s
nationality.

The IT Act also grants the Government of India the authority to establish rules concerning reasonable
security practices, procedures, and the handling of sensitive personal data. In exercise of this power, the
Department of Information Technology (“DoIT”), Ministry of Electronics and Information Technology,
Government of India, notified the Information Technology (Reasonable Security Practices and
Procedures and Sensitive Personal Data or Information) Rules, 2011 (“IT Security Rules”) in April 2011.
These rules prescribe guidelines for the collection, disclosure, transfer, and protection of sensitive
personal data by a body corporate or any person acting on its behalf. The IT Security Rules mandate that
every such body corporate implement a privacy policy for handling and safeguarding personal
information, including sensitive personal data, and ensure its security. Additionally, this policy must be
published on the entity’s website. The rules further stipulate that personal data should only be used for
the purpose for which it was collected, and third-party disclosure requires the prior consent of the data
provider, except where contractually agreed upon or mandated by law.

Draft E-Commerce Policy, 2019 (“2019 Draft Policy”)

In March 2019, the Department for Promotion of Industry and Internal Trade (DPIIT) invited comments
from stakeholders and the public on the 2019 Draft E-Commerce Policy, which proposed measures to
regulate cross-border data flow, establish a level playing field between domestic and foreign e-commerce
players, promote the sale of domestic products through e-commerce, and enhance the overall regulatory
framework for e-commerce in India. DPIIT is currently in the process of formulating a revised draft
policy to further refine these regulations and address industry concerns.

Sale of Goods Act, 1930 (The “Sale of Goods Act” or “SOGA” or “Act”)

The Sale of Goods Act governs contracts pertaining to the sale of goods. While such contracts are
generally subject to the general principles of contract law as laid down in the Indian Contract Act, 1872.
The Act also possess certain distinct features such as the transfer of ownership of goods, delivery
obligations, rights and duties of the buyer and seller, remedies available in case of breach, and the
conditions and warranties implied in a contract of sale. These specific aspects are addressed under the
provisions of the Sale of Goods Act.

Consumer Protection Act, 2019 (the “Consumer Protection Act”) and rules made thereunder

The Consumer Protection Act, 2019, which replaced the Consumer Protection Act, 1986, was enacted to
provide consumers with a more efficient and accessible mechanism for redressal of grievances. It aims

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to promote and safeguard consumer interests against deficiencies and defects in goods and services while
protecting their rights against unfair trade practices by manufacturers, service providers, and product
sellers.

The definition of “buys any goods” and “hires or avails any services” under the term “consumer” has
been broadened to include individuals engaging in offline or online transactions through electronic
means, tele-shopping, direct selling, or multi-level marketing. The Act also establishes consumer
disputes redressal commissions to address consumer grievances. In addition to awarding compensation
and issuing corrective orders, these forums and commissions have the authority to impose penalties,
including imprisonment for up to two years and fines of up to ten lakh rupees in cases of service
deficiencies.

In alignment with the Consumer Protection Act, the Ministry of Consumer Affairs, Food and Public
Distribution, Government of India (“MoCA”) has introduced the Consumer Protection (E-Commerce)
Rules, 2020 (“E-Commerce Rules”) to regulate the marketing, sale, and purchase of goods and services
through online platforms. These rules apply to e-commerce entities that own, operate, or manage digital
or electronic platforms for e-commerce, as well as to sellers of products and services. Further, the E-
Commerce (Amendment) Rules, 2021 mandate that e-commerce entities, including companies or offices,
branches, or agencies outside India that are owned and controlled by a resident Indian, must appoint a
nodal officer or an alternate senior functionary residing in India to ensure compliance with the Consumer
Protection Act and its associated rules.

The Micro, Small and Medium Enterprises Development Act, 2006 (“MSME Act”)

The MSME Act was enacted to facilitate the promotion, development, and enhancement of the
competitiveness of micro, small, and medium enterprises. Under the Act: (a) any person intending to
establish a micro or small enterprise may, at their discretion, (b) a medium enterprise engaged in
providing or rendering services may, at its discretion, and (c) a medium enterprise engaged in the
manufacture or production of goods pertaining to any industry listed in the First Schedule to the
Industries (Development and Regulation) Act, 1951, is required to file a memorandum before the
authority specified by the State or Central Government.

The format of the memorandum, the procedure for its filing, and other related matters are to be prescribed
by the Central Government based on the recommendations of the advisory committee. Pursuant to this
power under the MSME Act, the Ministry of Micro, Small and Medium Enterprises, through its
notification dated September 18, 2015, mandated that all micro, small, and medium enterprises must file
a Udyog Aadhaar Memorandum in the form and manner specified in the said notification.

REGULATIONS RELATED TO FOREIGN TRADE AND INVESTMENT

Foreign investment in India is governed by the provisions of FEMA read with FEMA NDI Rules along
with the Consolidated FDI Policy issued by the DPIIT, from time to time. Further, the RBI has enacted
the Foreign Exchange Management (Mode of Payment and Reporting of Non-Debt Instruments)
Regulations, 2019 which regulate the mode of payment and reporting requirements for investments in
India by a person resident outside India.

In terms of the SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor
group (which means multiple entities registered as FPIs and directly or indirectly having common

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ownership of more than 50% or common control) must be below 10% of our post-Issue Equity Share
capital. Further, in terms of the FEMA NDI Rules, the total holding by each FPI or an investor group
shall be below 10% of the total paid-up Equity Share capital of our Company and the total holdings of
all FPIs put together with effect from April 1, 2020, can be up to the sectoral cap applicable to the sector
in which our Company operates.

The Consolidated Foreign Direct Investment Policy of 2020 (the “Consolidated FDI Policy”)

The Government of India has periodically announced policy measures on Foreign Direct Investment
(FDI) through press notes and press releases. The Department for Promotion of Industry and Internal
Trade (DPIIT), under the Ministry of Commerce and Industry, has issued the Consolidated FDI Policy
Circular of 2020 (FDI Policy 2020), which came into effect on 15 October 2020. This circular
consolidates and supersedes all previous press notes, press releases, and clarifications on FDI policy
issued by the DPIIT. The Government of India updates the consolidated FDI policy circular annually,
and the FDI Policy 2020 remains in effect until a revised circular is issued.

The Reserve Bank of India (RBI) releases a Master Circular on Foreign Investment in India every year.
Currently, FDI in India is governed by the Master Circular on Foreign Investment dated July 1, 2015,
which is updated periodically. As per the Master Circular, an Indian company may issue fresh shares to
non-resident investors, subject to prescribed eligibility criteria and pricing guidelines. Such issuance of
shares requires compliance with reporting obligations, including the submission of Form FC-GPR to the
RBI.

Under the FDI Policy 2020, foreign direct investment in micro and small enterprises is subject to sectoral
caps, entry routes, and sector-specific regulations. In the sector in which our Company operates, 100%
foreign direct investment is permitted under the automatic route, making our Company eligible for 100%
foreign investment without prior government approval.

The Foreign Trade (Development & Regulation) Act, 1992 (“FTA” or “FTA 1992”)

The FTA Act, 1992, along with the relevant rules, governs the development and regulation of foreign
trade by facilitating imports into and augmenting exports from India, as well as addressing related
matters. Under the FTA, the Government of India is empowered to: (i) formulate provisions for
facilitating and controlling foreign trade; (ii) impose prohibitions, restrictions, and regulations on exports
and imports, with specified exemptions; (iii) announce and amend the Export-Import Policy through
notifications in the Official Gazette; and (iv) appoint a Director General of Foreign Trade (DGFT)
responsible for formulating and implementing the Export-Import Policy.

Further, the FTA, read with the Indian Foreign Trade Policy, mandates that no company can engage in
export or import activities without obtaining an Importer-Exporter Code (IEC) number, unless
specifically exempted. The IEC application must be submitted to the office of the Joint Director General
of Foreign Trade, under the Ministry of Commerce, Government of India.

Foreign Exchange Management Act, 1999 (“FEMA”) and Regulations framed thereunder

Foreign investment in India is primarily governed by the provisions of the Foreign Exchange
Management Act, 1999 (FEMA), which regulates foreign exchange transactions through the Reserve
Bank of India (RBI), along with the rules, regulations, and notifications issued thereunder. Additionally,
the policy framework prescribed by the Department for Promotion of Industry and Internal Trade
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(DPIIT), Ministry of Commerce & Industry, Government of India, plays a crucial role in regulating
foreign investments.

As per the FEMA Regulations, Foreign Direct Investment (FDI) under the automatic route does not
require prior approval from the RBI, provided it falls within the prescribed sectoral caps. However, for
investments in sectors not covered under the automatic route or exceeding the sectoral limits, approval
may be required from the Foreign Investment Promotion Board (FIPB) (now phased out) and/or the RBI.
Further, in exercise of its powers under FEMA, the RBI has notified the Foreign Exchange Management
(Transfer or Issue of Security by a Person Resident Outside India) Regulations, 2017 (“FEMA
Regulations”), which govern the transfer and issuance of securities to non-residents.

Laws related to Overseas Investment by Indian Entities:

Overseas investment by Indian entities is governed under the Foreign Exchange Management Act, 1999
(FEMA). Pursuant to FEMA, the Central Government of India has notified the Foreign Exchange
Management (Overseas Investment) Rules, 2022, which supersede the Foreign Exchange Management
(Transfer or Issue of Any Foreign Security) Regulations, 2004, and the Foreign Exchange Management
(Acquisition and Transfer of Immovable Property Outside India) Regulations, 2015.

Following the enactment of these rules, the Reserve Bank of India (RBI), through Notification No.
RBI/2022-2023/110, A.P. (DIR Series) Circular No. 12 dated August 22, 2022, issued the Foreign
Exchange Management (Overseas Investment) Directions, 2022, and the Foreign Exchange
Management (Overseas Investment) Regulations, 2022. These regulations are to be read along with the
Master Direction on Overseas Investment, issued through RBI Notification No. RBI/FED/2024-25/121,
FED Master Direction No. 15/2024-25, dated July 24, 2024

INTELLECTUAL PROPERTY LAWS

Trademarks Act 1999 (TM Act)

A trademark is used in relation to goods so as to indicate a connection in these of trade between the
goods and a person having the right as proprietor or user to use the mark. The TM Act governs the
registration, acquisition, transfer and infringement of trademarks and remedies available to a registered
proprietor or user of a trademark. Registration is valid for a period of 10 years but can be renewed in
accordance with the specified procedure. As per the Trademarks (Amendment) Bill 2009, Registrar of
Trademarks is empowered to deal with international applications originating from India as well as those
received from the International Bureau and maintain a record of international registrations. It also
removes the discretion of the Registrar to extend the time.

Copyrights Act 1957 (Copyright Act)

The Copyrights Act governs copyright protection in India. Under the Copyright Act, copyright may
subsist in original literary, dramatic, musical or artistic works, cinematograph films, and sound
recordings. Following the issuance of the International Copyright Order 1999, subject to certain
exceptions, the provisions of the Copyright Act apply to nationals of all member states of the World
Trade Organization.

Page 233 of 447

While copyright registration is not a prerequisite for acquiring or enforcing a copyright, registration
creates a presumption favoring ownership of the copyright by the registered owner. Copyright
registration may expedite infringement proceedings and reduce delay caused due to evidentiary
considerations. Once registered, the copyright protection of a work lasts for the entire lifetime of the
author and 60 years thereafter.

The remedies available in the event of infringement of a copyright under the Copyright Act include civil
proceedings for damages, account of profits, injunction and the delivery of the infringing copies to the
copyright owner. The Copyright Act also provides for criminal remedies, including imprisonment of the
accused, imposition of fines and seizure of infringing copies

Patents Act 1970 (Patent Act)

The purpose of the Patent Act in India is to protect inventions. Patents provide the exclusive rights for
the owner of a patent to make, use, exercise, distribute and sell a patented invention. The patent
registration confers on the patentee the exclusive right to use, manufacture and sell his invention for the
term of the patent. An application for a patent can be made by (a) person claiming to be the true and first
inventor of the invention; (b) person being the assignee of the person claiming to be the true and first
invention in respect of the right to make such an application; and (c) legal representative of any deceased
person who immediately before his death was entitled to make such an application. Penalty for the
contravention of the provisions of the Patents Act include imposition of fines or imprisonment or both.

LABOUR AND EMPLOYMENT LAWS

Contract Labour (Regulation and Abolition) Act 1970

The Contract Labour (Regulation and Abolition) Act, 1970 (“CLRA”) has been enacted to regulate the
employment of contract labour in certain establishments, the regulation of their conditions and terms of
service and to provide for its abolition in certain circumstances. The CLRA applies to every
establishment in which 20 or more workmen are employed or were employed on any day of the preceding
12 months as contract labour. The CLRA vests the responsibility on the principal employer of an
establishment to which the Act applies to make an application to the registered officer in the prescribed
manner for registration of the establishment. In the absence of registration, a contract labour cannot be
employed in the establishment. Likewise, every contractor to whom the CLRA applies is required to
obtain a license and not to undertake or execute any work through contract labour except under and in
accordance with the license issued.

Employees' Compensation Act 1923 (EC Act), As Amended

The EC Act provides for payment of compensation to injured employees or workmen by certain classes
of employers for personal injuries caused due to an accident arising out of and during the employment.
Under the EC Act, the amount of compensation to be paid depends on the nature and severity of the
injury. There are separate methods of calculation or estimation of compensation for injury sustained by
the employee. The employer is required to submit to the Commissioner for Employees’ Compensation a
report regarding any fatal or serious bodily injury suffered by an employee within seven days of receiving
a notice.

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The employees’ provident fund and miscellaneous provisions act, 1952:

The EPFA came into force on March 4, 1952 and amended on September 1, 2014. Under the Employees’
Provident Funds and Miscellaneous Provisions Act, 1952 (EPF Act), compulsory provident fund, family
pension fund and deposit linked insurance are payable to employees in factories and other
establishments. The legislation provides that an establishment employing more than 20 (twenty) persons,
either directly or indirectly, in any capacity whatsoever, is either required to constitute its own provident
fund or subscribe to the statutory employee’s provident fund. All the establishments under the EPF Act
are required to be registered with the appropriate Provident Fund Commissioner. Also, the employer of
such establishment is required to make a monthly contribution to the provident fund equivalent to the
amount of the employee’s contribution to the provident fund. There is also a requirement to maintain
prescribed records and registers and filing of forms with the concerned authorities. The EPF Act also
prescribes penalties for avoiding payments required to be made under the abovementioned schemes.

Child Labour (Prohibition and Regulation) Act 1986

The Child Labour (Prohibition & Regulation) Act, 1986, as amended from time to time (“Child Labour
Act”) was enacted to prohibit the engagement of children below the age of fourteen years in certain
specified occupations and processes and to regulate their conditions of work in certain other
employments. No child shall be required or permitted to work in any establishment in excess of such
number of hours, as may be prescribed for such establishment or class of establishments. Every child
employed in an establishment shall be allowed in each week, a holiday of one whole day, which day
shall be specified by the occupier in a notice permanently exhibited in a conspicuous place in the
establishment and the occupier shall not alter the day so specified more than once in three months.

Payment of Wages Act 1936 (PWA)

The PWA is applicable to the payment of wages to persons in factories and other establishments. PWA
ensures that wages that are payable to the employee are disbursed by the employer within the prescribed
time limit and no deductions other than those prescribed by the law are made by the employer.

Equal Remuneration Act 1976 (ER Act)

The ER Act provides for the payment of equal remuneration to men and women workers for same or
similar nature of work and prevention of discrimination, on the ground of sex, against women in the
matter of employment and for matters connected therewith or incidental thereto. Under the ER Act, no
discrimination is permissible in recruitment and service conditions, except where employment of women
is prohibited or restricted by law. It also provides that every employer should maintain such registers and
other documents in relation to the workers employed by him/ her in the prescribed manner.

Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013
(SHWPPR Act)

The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
(“SHWW Act”) provides for the protection of women at workplace and prevention of sexual harassment
at workplace. The SHWW Act also provides for a redressal mechanism to manage complaints in this
regard. Every employer has a duty to provide a safe working environment at workplace which shall
include safety from the persons coming into contact at the workplace, organizing awareness programs

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and workshops, display of rules relating to the sexual harassment at any conspicuous part of the
workplace, provide necessary facilities to the internal or local committee for dealing with the complaint,
such other procedural requirements to assess the complaints. The SHWW Act makes it mandatory for
every employer of a workplace to constitute an Internal Complaints Committee, which shall always be
presided upon by a woman.

The Employees' State Insurance Act 1948 (THE “ESI Act”)

The Employees State Insurance Act of 1948 has been enacted with the objective of securing financial
relief in cases of sickness, maternity and ‘employment injury’ to employees of factories and their
dependent and to make provision for certain other matters in relation thereto. The Act is applicable to all
the Factories including Factories belonging to the Government. Further, employers and employees both
are required to make contribution to the fund at the rate prescribed by the Central Government. The
return of the contribution made is required to be filed with the Employee State Insurance department.

The Payment of Bonus Act 1965 (Bonus Act)

The payment of Bonus Act, 1965 aims to regulate the amount of bonus paid to the persons employed in
certain establishments based on their profits and productivity. Pursuant to the Payment of Bonus Act,
1965, as amended, an employee in a factory or in any establishment where twenty or more persons are
employed on any day during an accounting year, is eligible to be paid a bonus. It further provides for the
payment of minimum and maximum bonus and linking the payment of bonus with the production and
productivity.

The Payment of Gratuity Act 1972 (Payment of Gratuity Act)

The Payment of Gratuity Act is applicable to every factory, mine, oilfield, plantation, port, railway
companies and to every shop and establishment in which 10 or more persons are employed or were
employed at any time during the preceding twelve months. This Act applies to all employees irrespective
of their salary. The Payment of Gratuity Act, as amended, provides for a scheme for payment of gratuity
to an employee on the termination of his employment after he has rendered continuous service for not
less than 5 years:

(a) On his/her superannuation;

(b) On his/her retirement or resignation;
(c) On his/her death or disablement due to accident or disease

(In this case the minimum requirement of five years does not apply)

The Maternity Benefit Act 1961 (Maternity Benefit Act)

The Maternity Benefit Act regulates the employment of pregnant women and ensures that they get paid
leave for a specified period during and after their pregnancy. The Maternity Benefit Act is applicable to
establishments in which 10 or more employees are employed or were employed on any day of the
preceding 12 months. Under the Maternity Benefit Act, a mandatory period of leave and benefits should
be granted to female employees who have worked in the establishment for a minimum period of 80 days
in the preceding 12 months from the date of her expected delivery. Such benefits essentially include
payment of average daily wage for the period of actual absence of the female employee. The maximum

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period for which any woman shall be entitled to maternity benefit shall be 26 weeks, of which not more
than 8 weeks shall precede the date of her expected delivery.

The Code on Wages, 2019

The Code on Wages, 2019 ("Wage Code") was enacted by the Parliament of India and received
Presidential assent on August 8, 2019. The Wage Code seeks to consolidate, rationalize, and replace four
pre-existing labour legislations, namely: (i) the Equal Remuneration Act, 1976; (ii) the Minimum Wages
Act, 1948; (iii) the Payment of Wages Act, 1936; and (iv) the Payment of Bonus Act, 1965.

The Wage Code aims to establish a uniform framework for wage regulation and ensure timely payment
of wages to all employees, regardless of the sector of employment. It introduces standardized definitions
of wages and broadens the coverage of minimum wage provisions to all employees, as opposed to only
scheduled employments under the previous regime.

The Code on Social Security, 2020

The Code on Social Security, 2020, received the assent of the President of India on 28 September 2020,
and is set to replace multiple existing legislations, including the Employee’s Compensation Act, 1923,
the Employees’ State Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous
Provisions Act, 1952, the Maternity Benefit Act, 1961, the Payment of Gratuity Act, 1972, the Building
and Other Construction Workers’ Welfare Cess Act, 1996, and the Unorganized Workers’ Social Security
Act, 2008.

The Central Government has issued draft rules under the Code on Social Security, 2020, which outline
the framework for implementing provisions related to employees' provident fund, the Employees’ State
Insurance Corporation, gratuity, maternity benefits, social security and cess for building and other
construction workers, as well as social security measures for unorganized workers, gig workers, and
platform workers.

In addition to the provisions under the Code on Social Security, 2020, our company is also subject to a
range of labour laws governing working conditions, employee benefits, and workplace welfare,
including the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013, and the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.

The Industrial Relations Code, 2020

The Industrial Relations Code, 2020, received the assent of the President of India on September 28, 2020,
and will come into force on a date to be notified by the Central Government. The Government may
appoint different dates for the enforcement of various provisions of the Code. Once effective, the Code
will consolidate and replace the Trade Unions Act, 1926, the Industrial Employment (Standing Orders)
Act, 1946, and the Industrial Disputes Act, 1947. It aims to streamline laws governing trade unions,
employment conditions in industrial establishments, and the resolution of industrial disputes.

The Code mandates that establishments employing 100 or more workers constitute a works committee
comprising representatives of both employers and workers. Additionally, establishments with 20 or more
workers are required to establish grievance redressal committees to address individual grievances. It also

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provides for the establishment of industrial tribunals to adjudicate disputes while barring the jurisdiction
of civil courts in matters covered under its provisions. The Industrial Code provides for provisions
pertaining to lay-off and retrenchment of employees and closure of establishments and compensation
provisions in relation thereto. The Industrial Code provides for monetary fines, penalties and
imprisonment in case of contravention of the provisions of the code.

TAXATION LAWS

Apart from afore mentioned legislation, company is also subject to taxation laws. Details of the taxation
laws that are applicable to the company are as follows:

Income Tax Act, 1961, the Income Tax Rules, 1962, as amended by Finance Act in respective years.

There are two types of taxes, one is direct tax and other is indirect tax. Now the Direct Tax is the tax
where the burden to pay the tax shall be borne by the person who earns the income. Here the burden of
the tax can not be shifted to other person and is progressive in nature. The income tax is the one that
comes under the category of direct tax. Here the tax is paid by the person who earns the income and the
rate and quantum of tax rises as its income rises. The Central Government levy and collects such tax.
There are 298 sections and 23 chapters in the Income Tax Act.

Goods and Service Tax Act, 2017.

The Goods and Service tax (GST) is an indirect tax levied on supply of goods of services or both. It is a
destination-based tax where the revenue shall go to the state where the consumption takes place. The
taxable event in the GST Laws is “Supply”. The government has formed GST council that makes
recommendation on the rates of tax, which goods or services are to be exempted or bring under the
purview of tax, when tax is to be applied on 5 petroleum products etc. The GST is enforced through
various acts viz. Central Goods and Services Act, 2017 (“CGST”), relevant state’s Goods and Services
Act, 2017 (“SGST”), Union Territory Goods and Services Act, 2017 (“UTGST”), Integrated Goods and
Services Act, 2017 (“IGST”), Goods and Services (Compensation to States) Act, 2017 and various rules
made thereunder.

ENVIRONMENT LAW LEGISLATIONS

The Environment (Protection) Act, 1986 (the “Environment Act”) and Environment Protection Rules,
1986 (the “Environment Protection Rules”)

The Environment Act has been enacted with the objective of protection and improvement of the
environment, control, reduce and abate pollution and empowers the government to take measures in this
regard. Further, the Environment Protection Rules specifies, amongst other things, the standards for
emission or discharge of environmental pollutants, and restrictions on the handling of hazardous
substances in different areas. For contravention of any of the provisions of the Environment Protection
Act or the rules framed thereunder, the punishment includes either imprisonment or fine or both. As per
the Environment Protection Rules, every person who carries on an industry, operation or process
requiring consent under Water Act or Air Act or both or authorization under the Hazardous Wastes Rules
is required to submit to the concerned state pollution control board an environmental audit report for that
financial year in the prescribed form.

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Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (the
“Hazardous Waste Rules”)

The Hazardous Waste Rules, read with the Environment Protection Act, ensure resource recovery and
disposal of hazardous waste in an environmentally sound manner. A categorical list of processes and
their respective hazardous wastes, and waste constituents with respective concentration limits has been
provided in the schedules of the Hazardous Waste Rules. The Hazardous Wastes Rules require every
occupier engaged in the generation, handling, processing, treatment, package, storage, transportation,
use, collection, destruction, transfer or the like of hazardous wastes to obtain authorisation from the
concerned state pollution control board, as applicable.

Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”) and Water (Prevention and
Control of Pollution) Act, 1974 (the “Water Act”)

The Air Act was enacted to provide for the prevention, control and abatement of air pollution in India.
The Air Act requires any person establishing or operating any industrial plant in an air pollution control
area to obtain prior consent from the concerned state pollution control board. Further, it prohibits any
person operating any industrial plant in an air pollution control area from causing or permitting to be
discharged the emission of any air pollutant in excess of prescribed standards. The Water Act was enacted
to control and prevent water pollution and for maintaining or restoring of wholesomeness of water in the
country and ensure that domestic and industrial pollutants are not discharged into water bodies without
adequate treatment. Any violation of the provisions of the Air Act and Water Act is punishable with a
fine and/or imprisonment, as applicable.

E-Waste (Management), 2016 (“E-Waste Rules”)

The E-Waste Rules apply to every manufacturer, producer, consumer, bulk consumer, collection centres,
dealers, e-retailer, refurbisher, dismantler and recycler involved in manufacture, sale, transfer, purchase,
collection, storage and processing of e-waste or electrical and electronic equipment as classified under
the E-Waste Rules, including their components, consumables, parts and spares which make the product
operations. The E-Waste Rules mandate that a manufacturer must register with the state pollution control
board and also submit annual returns to the same authority. Producers of such e-waste also have extensive
responsibilities and obligations and may come under the scrutiny of either the central pollution control
board or the state pollution control board. The manufacturer, producer, importer, transporter, refurbisher,
dismantler and recycler shall be liable for all damages caused to the environment or a third party due to
improper handling and management of the e-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.

GENERAL LEGISLATIONS

Companies Act, 2013

The Companies Act, 2013 deals with incorporation and post incorporation. The conversion of private
company into public company and vice versa is also laid down under the Companies Act, 2013. The
provisions of this act shall also apply to banking companies, companies engaged in generation or supply
of electricity and any other company governed by any special act for the time being in force. A company
can be formed by seven or more persons in case of public company and by two or more persons in case

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of private company. A company can even be formed by one person i.e. One Person Company. The
provisions relating to formation and allied procedures are mentioned in the act.

The Indian Contract Act, 1872

The Indian Contract Act, 1872 (“Contract Act”) codifies the way in which a contract may be entered
into, executed, implementation of the provisions of a contract and effects of breach of a contract. A
person is free to contract on any terms he chooses. The Contract Act also provides for circumstances
under which contracts will be considered as ‘void’ or ‘voidable’. The Contract Act contains provisions
governing certain special contracts, including indemnity, guarantee, bailment, pledge, and agency.

The Indian Stamp Act, 1899

The Stamp Act requires stamp duty to be paid on all instruments specified in Schedule 1 of the Stamp
Act. The applicable rates for stamp duty on instruments chargeable with duty vary from state to state.
Instruments chargeable to duty under the Stamp Act, which are not duly stamped, cannot be admitted in
court as evidence of the transaction contained therein. The Stamp Act further provides for impounding
of instruments that are not sufficiently stamped or not stamped at all by the collector and he may impose
a penalty of the amount of the proper stamp duty, or the amount of deficient portion of the stamp duty
payable.

Information Technology Act, 2000 (as amended by Information Technology Amendment Act, 2008):

The Information Technology Act, 2000 (the IT Act) is an Act of the Indian Parliament notified on October
17, 2000. It is the primary law in India dealing with cybercrime and electronic commerce. It was enacted
with the purpose of providing legal recognition to electronic transactions and facilitating electronic filing
of documents. The IT Act further provides for civil and criminal liability including fines and
imprisonment for various cyber- crimes, including unauthorized access to computer systems,
unauthorized modification to the contents of computer systems, damaging computer systems, the
unauthorized disclosure of confidential information and computer fraud.

Negotiable Instruments Act, 1881

In India, any negotiable instruments such as cheques are governed by this Act, Section 138 of the Act,
makes dishonour of cheques a criminal offence if the cheque is dishonoured on the ground of
insufficiency of funds in the account maintained by a person who draws the cheque which is punishable
with imprisonment as well as fine.

The Competition Act, 2002

The Competition Act, 2002 prohibits anti-competitive agreements, abuse of dominant positions by
enterprises and regulates “combinations” in India. The Competition Act also established the Competition
Commission of India (the “CCI”) as the authority mandated to implement the Competition Act.
Combinations which are Likely to cause an appreciable adverse effect on competition in a relevant
market in India are void under the Competition Act. The obligation to notify a combination to the CCI
falls upon the acquirer in case of an acquisition, and on all parties to the combination jointly in case of a
merger or amalgamation.

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LOCAL LAWS

The Shops and Establishment Act

The Company has its registered office in the state of Haryana, is subject to the provisions of the Shops
and Establishments Act, which regulates working conditions and employment in commercial
establishments. This legislation mandates registration governs working hours, rest intervals, overtime
wages, holidays, leave policies, health and safety measures, and prescribes employer-employee
obligations. It also sets penalties, including fines or imprisonment, for non-compliance and provides
procedures for appeal against any contraventions.

This space has been left blank intentionally.

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 OUR HISTORY AND CERTAIN OTHER CORPORATE MATTERS

HISTORY OF OUR COMPANY

Our Company was originally incorporated as a private limited company with the name of “Exim Routes
Private Limited” under the Companies Act, 2013 vide certificate of incorporation dated April 23, 2019,
issued by Registrar of Companies, NCT of Delhi and Haryana, bearing CIN
U51909DL2019PTC349006. Further the registered office of the company was shifted from NCT of
Delhi, to Haryana and fresh certificate of incorporation was obtained from ROC, Delhi and Haryana vide
CIN: U51909HR2019PTC115525. Subsequently, our Company was converted into a public limited
company pursuant to a resolution passed by our Shareholders at an Extraordinary General Meeting held
on August 07, 2024 and consequently the name of our Company was changed to “Exim Routes Private
Limited” to “Exim Routes Limited” and a fresh certificate of incorporation dated October 24, 2024 was
issued by the Central Processing Centre. The corporate identification number of our Company is
U51909HR2019PLC115525.

Our Company operates as a global platform enabling the exchange of recyclable paper materials,
offering end-to-end services to Indian Paper Mills—from sourcing to logistics. Central to this our AI-
powered B2B platform, the Exim Routes Intelligence System (ERIS). ERIS streamlines supply chain
operations through global inventory matching and price discovery, enables efficient customer and
communication, delivers actionable insights via integrated market intelligence, and ensures seamless
logistics execution with our freight partners. By consolidating data ERIS empowers decisions,
transactions, and optimized supply and demand.

BACKGROUND OF PROMOTERS

Following are promoters of our Company:

1. Mr. Manish Goyal

2. Mr. Govind Rai Garg

For the detailed profile of our promoters, kindly refer the chapter “Our Promoters” on page no. 273 of
this Draft Red Herring Prospectus.

CHANGES IN OUR REGISTERED OFFICE

The registered office of our Company is presently situated Unit No. 421, 4th Floor, Suncity Success
Tower, Golf Course Extension Road, Sector 65, Badshahpur, Gurugram, Haryana – 122101, India.

The details of the changes in the registered office of our Company are as follows:

Date of
S. N. Shifted From Shifted To Reason
Change
Unit No. 421, 4th Floor,
Suncity Success Tower, Golf To enhance operational
3/7, 3rd Floor, East
October 09, Course Extension Road, efficiency and align
1. Patel Nagar, New
2023 Sector 65, Badshahpur, with business
Delhi - 110008, India
Gurugram, Haryana – 122101, feasibility.
India
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MAIN OBJECTS OF OUR COMPANY

The objectives of our Company, as outlined in its Memorandum of Association, are as follows:

1) To carry on the business of manufacturers, buyers, sellers, importers, exporters of and dealers in all
kinds and classes of paper, board and pulp including writing paper, printing paper, news printing
paper, absorbent paper, wrapping paper, tissue paper, cover paper, blotting paper, filter paper,
antique paper, ivory finish paper, coated paper, art paper, bank or bond paper, badami, brown or
buff paper, bible paper, cartridge paper, cloth lined paper, azurelaid paper, creamlaid wove paper,
glassing, waxed paper, greaseproof paper, gummed paper, handmade paper, parchment paper,
drawing paper, craft paper, manila paper, envelop paper, tracing paper, vellum paper, water proof
paper, carbon paper, sensitised paper, chemically treated paper, carbon paper, litmus paper,
photographic paper, glass paper, emery paper, pasteboard, cardboard, straw board, pulp board,
leather board, mill board, corrugated board, box board, cartons, paper bags, paper boxes, post
cards, visiting cards, all other kinds of paper whatsoever, soda pulp, mechanical pulp, sulphite pulp,
and all kinds of articles in the manufacture of which in any form, paper, board, or pulp is used, and
also to deal in or manufacture any other articles or things of a character similar or analogous to the
foregoing or any of them or connected therewith.

2) To plant, cultivate, produce and raise, purchase or sell or otherwise handle or deal in grass, timber,
wood, bamboo, straw, cotton, jute, flax, hemp, sugarcane, leather, asbestos, rags, waste paper,
gunnies, water hyacinth, jute sticks or other fibres, fibrous substances or other things as may furnish
materials for pulp and for paper or board manufacture in any of its branches or as may be proper
or necessary in connection with the above object or any of them.

3) To carry on the business of Chemical Trading, Recyclable waste products trading's including waste
paper trading, metal scrap trading (Imported as well as local) to provide commission agent services
and freight forwarding services to local as well as international clients.

4) To carry on the business of developing, managing, and operating an Al-enabled closed B2B
marketplace under the brand name “ERIS”, specifically designed for the trading of recyclables
including but not limited to paper, plastics, metal, glass, all types of recyclable scrap, etc. This
includes but is not limited to:

a) Real-time Inventory Tracking and Price Discovery: Providing tools and platforms for real time
tracking of inventory levels and facilitating accurate price discovery for recyclables.
b) Predictive Forecasting: Utilizing advanced data analytics and Al technologies to offer predictive
forecasting services that aid businesses in making informed decisions regarding procurement,
logistics, and finance.
c) Seamless Integration: Offering seamless integration across various business functions such as
procurement, logistics, and finance, ensuring smooth and efficient operations through the ERIS
app or any other app they the company may develop by any other name.
d) Market Intelligence and Data-driven Insights: Delivering unique market intelligence features
and data-driven insights to help businesses optimize costs, maintain quality standards, and
enhance overall operational efficiency.

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 e) Subscription-based Model: Operating on a subscription-based model with flexible pricing tiers
that cater to the varying needs of businesses, from small enterprises to large corporations,
dealing in a wide range of recyclables including paper, plastic, metal, glass, and more.
f) Enhancing Sustainability and Enabling Circular Economy: Promoting sustainability and
supporting the circular economy by optimizing the trading and recycling of materials, thereby
reducing waste and environmental impact.

5) To provide business and management consultancy services both within India and internationally,
including but not limited to:

a) Strategic Planning and Advisory: Offering strategic planning and advisory services to help
businesses optimize their operations and achieve their goals.
b) Operational Efficiency: Providing consultancy on improving operational efficiency,
productivity, and performance across various business functions.
c) Financial Management: Offering financial management services, including budgeting,
forecasting, and financial analysis.
d) Market Research and Analysis: Conducting market research and analysis to provide insights
into market trends, competitive landscapes, and business opportunities.
e) Organizational Development: Assisting in organizational development, including leadership
training, team building, and change management.
f) Technology Integration: Advising on the integration of technology solutions to enhance
business processes and performance.
g) Regulatory Compliance: Providing guidance on regulatory compliance and helping businesses
adhere to relevant laws and regulations.
h) Engineering Consultancy: Offering engineering consultancy services, including project
planning, design, implementation, and management across various engineering disciplines.

To carry on the business of other consultancy services that may be deemed necessary or beneficial for
businesses seeking to improve their operations and achieve sustainable growth.

AMENDMENTS TO THE MOA OF OUR COMPANY SINCE INCORPORATION:

Since incorporation, there has been following amendment made to the MOA of our Company:

Date of Amendment Particulars of Amendment

Alteration of object clause in Memorandum of Association for addition of
August 06, 2022
sub clause 3 of Clause 3(A) under main objects.
Alteration in Memorandum of Association due to Change in State of
March 27, 2023
Registered Office of the Company.
Alteration of object clause in Memorandum of Association for addition of
July 01, 2024
sub clause 4, 5, and 6 after sub clause 3 of Clause 3(A) under main objects.
Alteration in Memorandum of Association due to Increase in Authorised
July 01, 2024 Share Capital from Rs. 15,00,000, comprising 1,50,000 (One Lakh Fifty
Thousand) equity shares of face value Rs.10 each, to Rs.15,00,00,000

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 (Rupees Fifteen Crores), comprising 1,50,00,000 (One Crore Fifty Lakhs)
equity shares of face value Rs.10 each.
Alteration in Memorandum of Association of the company due to change in
August 07, 2024 Name Clause due to conversion of the company from Private limited to
Public limited i.e., Exim Routes Private Limited to Exim Routes Limited.
Alteration in Memorandum of Association due to sub-division of Authorised
Share Capital. The Authorized Share Capital of the Company, which was
previously ₹15,00,00,000 (Rupees Fifteen Crores), comprising 1,50,00,000
August 07, 2024
(One Crore Fifty Lakhs) equity shares of face value Rs. 10 each, was changed
and sub-divided into 3,00,00,000 (Three Crores) equity shares of face value
Rs. 5 each.

KEY MAJOR EVENTS, MILESTONES, KEY AWARDS, ACHIEVEMENTS AND

ACCOLADES OF OUR COMPANY

The following table sets forth the key events and milestones in the history of our Company, since
incorporation:

Year Particulars
2019 Incorporation of Company
Indian Achievers’ Award 2022 in the Emerging Company category at the 63rd
2022
National Summit & Awards on “Role of CSR in Nation Building”
2022 Participated as Exhibitor at Paperex 2022
2023 Participated in Paperex World Largest Paper Show 2023
EXIM Routes launched ERIS (Exim Routes Intelligence Service) platform
2024 Alteration of Name clause of Memorandum of Association and subsequently
the company was converted from Private Limited Company into Public
Company

DETAILS OF BUSINESS OF OUR COMPANY

For details on the description of Our Company’s activity, business model, marketing strategy, strength,
completion of business, please see “Our Business”, “Management Discussion and Analysis of Financial
Conditions” and “Basis for Issue Price” on page 198, 294 and 126 of this Draft Red Herring Prospectus
respectively.

HOLDING COMPANY OF OUR COMPANY

As on the date of this Draft Red Herring Prospectus, Our Company does not have any Holding Company.

SUBSIDIARY COMPANY OF OUR COMPANY

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Our Company has five (5) subsidiaries as on the date of this Draft Red Herring Prospectus. For detailed
information regarding our subsidiaries, please refer to the section “Our Subsidiaries” on page 280 of this
Draft Red Herring Prospectus.

ASSOCIATE OR JOINT VENTURE OF OUR COMPANY

Our Company does not have any Associate or Joint Venture company as on the date of filing of this Draft
Red Herring Prospectus.

OTHER DECLARATIONS AND DISCLOSURES

Our Company is not a listed entity, and its securities have not been refused listing at any time by any
recognized stock exchange in India or abroad. Further, Our Company has not made any Public Issue or
Rights Issue (as defined in the SEBI ICDR Regulations) in the past. No action has been taken against
Our Company by any Stock Exchange or by SEBI. Our Company is not a sick company within the
meaning of the term as defined in the Sick Industrial Companies (Special Provisions) Act, 1985. Our
Company is not under winding up nor has it received a notice for striking off its name from the relevant
Registrar of Companies.

FUND RAISING THROUGH EQUITY OR DEBT

For details in relation to our fund-raising activities through equity and debt, please refer to the chapters
titled “Capital Structure” beginning on page number 84 of this Draft Red Herring Prospectus.

REVALUATION OF ASSETS

Our Company has not re-valued its assets since its incorporation.

CHANGES IN THE ACTIVITIES OF OUR COMPANY HAVING A MATERIAL EFFECT

Other than as stated in this Draft Red Herring Prospectus, there has been no change in the activities
being carried out by our Company since incorporation till the date of this Draft Red Herring Prospectus
which may have a material effect on the profits / loss of our Company, including discontinuance of lines
of business, loss of agencies or markets and similar factors.

INJUNCTIONS OR RESTRAINING ORDERS

Our Company is not operating under any injunction or restraining order.

DEFAULTS OR RESCHEDULING OF BORROWINGS WITH FINANCIAL

INSTITUTIONS /BANKS

There have been no Defaults or Rescheduling of borrowings with financial institutions/banks.

STRIKES AND LOCK-OUTS

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Our Company has, since incorporation, not been involved in any labour disputes or disturbances
includingstrikes and lock- outs. As on the date of this Draft Red Herring Prospectus, our employees are
not unionized.

TIME AND COST OVERRUNS IN SETTING UP PROJECTS

As on the date of this Draft Red Herring Prospectus, there have been no time and cost overruns in
any of the projects undertaken by our Company.

SHAREHOLDERS’ AGREEMENT

Our Company does not have any subsisting shareholders’ agreement as on the date of this Draft Red
Herring Prospectus.

OTHER AGREEMENTS

As on the date of this Draft Red Herring Prospectus our Company has not entered into any agreements
other than those entered into in the ordinary course of business and there is no material agreements
entered into more than two years before the date of this Draft Red Herring Prospectus.

STRATEGIC PARTNERS

Except stated herein our Company does not have any strategic partner(s) as on the date of this Draft Red
Herring Prospectus.

S. No. Particulars Name of Scope of Advisory Date of

Advisor Agreement
1. Board Advisory Saurabh Shekhar Strategic Guidance, Fund Raising March 11,
Contract Strategy and mentorship & 2025
leadership development

FINANCIAL PARTNERS

As on the date of this Draft Red Herring Prospectus, our Company does not have any financial partners.

ACQUISITION OF BUSINESS / UNDERTAKINGS

There is no Merger, Amalgamation, Acquisition of Business or Undertaking etc. with respect to our
Company and we have not acquired a business undertaking since inception.

DIVESTMENT OF BUSINESS / UNDERTAKING BY COMPANY IN THE LAST TEN YEARS

There has been no divestment by the Company of any business or undertaking since inception.

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NUMBER OF SHAREHOLDER OF OUR COMPANY

As per BENPOS dated our Company has 79 shareholders as on date of this Draft Red Herring Prospectus.
For further details on the Shareholding Pattern of our Company, please refer to the Chapter titled “Capital
Structure” beginning on page 84 of this Draft Red Herring Prospectus.

DETAILS OF PAST PERFORMANCE

For details of Change of management, please see chapter titled “Our Business” and “Our History and
certain corporate matters” on page no. 198 and 242 respectively of this Draft Red Herring Prospectus.

DETAILS OF FINANCIAL PERFORMANCE

For details in relation to our financial performance in the previous three financial years, including details
of non- recurring items of income, refer to section titled “Financial Statements” beginning on page no.
292 of this Draft Red Herring Prospectus.

COLLABORATION AGREEMENT

For the details of the collaboration agreements, please refer to the chapter titled “Our Business” on the
page no. 198 of this Draft Red Herring Prospectus.

This space has been left blank intentionally.

Page 248 of 447

 OUR MANAGEMENT
BOARD OF DIRECTORS

As per the Articles of Association of our Company, we are required to have not less than 3 (Three)
Directors and not more than 15 (Fifteen) Directors on our Board, subject to provisions of Section 149 of
Companies Act, 2013.

As on date of this Draft Red Herring Prospectus, our Board consists of 8 (Eight) Directors, out of which
4 (Four) are Executive Directors, 4 (Four) are Non-Executive Director out of which 3 (Three) are
Independent Directors. Mr. Manish Goyal is the Director and CEO of our Company.

S. N. Name DIN Category Designation

1. Manish Goyal 08126341 Executive Director & CEO

2. Govind Rai Garg 08147346 Executive Director & CFO
3. Pallav Singal 03143594 Executive Director
4. Vivinprasath Devaraj 10508294 Executive Director
5. Charu Jora 10060952 Non-Executive Director
Independent
6. Komal Goel 10935374 Non-Executive
Director
Independent
7. Mohit Garg 10973264 Non-Executive
Director
Independent
8. Mahender Singh Tanwar 11107875 Non-Executive
Director

The following table sets forth certain details regarding the members of our Company’s Board as on the
date of this Draft Red Herring Prospectus:

S. Name, DIN, Date of Birth, Age No. of Equity Other

N. Qualification, Designation, Occupation, Shares held Directorships/partner
Address, Nationality and Term & % of pre-
issue
shareholding
1. Manish Goyal 39 years 72,98,012 Indian Private
Designation: Director and Chief Equity companies
Executive Officer Shares Nil
Address: House No – 1903, M3M (52.95% of
Latitude, Golf Estate Road, Sector -65, Pre-issued Indian Public
Gurgaon South City II, Haryana, paid up Companies
122018 capital) Nil
Date of Birth: November 03, 1985
Qualification: Bachelor of Technology
(B. tech) Section 8
Occupation: Business Companies
Nil

Page 249 of 447

 Experience: More than 16 years of Indian LLPs
experience in the industry, specializing Nil
in the Pulp and Paper sector.
Nationality: Indian
Date of Original Appointment: April
23, 2019
Date of Appointment as CEO:
January 07, 2025
Date of Appointment as Executive
Director: April 07, 2025
DIN: 08126341 Foreign companies
Nil

2. Govind Rai Garg 31 years 14,33,280 Indian Private

Designation: Director and Chief Equity Companies
Financial Officer Shares Nil
Address: I-41, Near Worldmark Sector (10.40% of
65 Ivory Block 1st Floor Emaar Pre issued Indian Public
Emerald Hills, Gurgaon, Haryana paid up Companies
122101 capital) Nil
Date of Birth: October 24, 1993
Qualification: Chartered Accountant
Section 8
Occupation: Professional Companies
Nil
Experience: More than 10 years of
experience in finance and accounting
Nationality: Indian Indian LLPs
Nil
Date of Original Appointment: April
23, 2019 Partnership Firm
Date of Appointment as CFO: January Nil
07, 2025
Date of Appointment as Executive
Director: April 07, 2025
DIN: 08147346 Foreign Companies
1. Exim Routes Pte.
Ltd. (Singapore)
2. Exim Routes Inc.
(United States)
3. Leftbrain
Hotshots
Consulting Inc.
3. Pallav Singal 39 years 5,94,000 Indian Private
Designation: Executive Director Equity companies
Shares Nil
Address: A1/1, Varun Vihar
(4.31% of Pre
Apartment, Sector 9, Rohini, Delhi - Indian Public
Page 250 of 447
 110085 issued paid Companies
Date of Birth: June 26, 1985 up capital) Nil
Qualification: Bachelor of Commerce
(B. Com) Section 8
Occupation: Business Companies
Nil
Experience: He has over 4 years of
experience in the industry
Nationality: Indian Indian LLPs
Nil
Date of Original Appointment: April
02, 2024 Foreign companies
Exim Routes UK Ltd
Date of Appointment as Executive
Director: September 30, 2024
DIN: 03143594
4. Vivinprasath Devaraj 32 years 2,37,600 Indian Private
Designation: Executive Director Equity companies
Shares Nil
Address: 391 GVG Nagar, Pushpathur,
(1.72% of Pre
Palani Dindigul, Tamil Nadu-624618 Indian Public
issued paid
Date of Birth: August 22, 1992 Companies
up capital)
Qualification: Master of Business Nil
Administration (MBA) Section 8
Occupation: Professional Companies
Nil
Experience: He has over 5 years of
experience in the recycled paper
industry
Nationality: Indian Indian LLPs
Nil
Date of Original Appointment: April
02, 2024 Foreign companies
Nil
Date of Appointment as Executive
Director: September 30, 2024
DIN: 10508294
5. Charu Jora 39 years NIL Indian Private
Designation: Non-Executive Director companies
Scan4health
Address: House No – 1903, M3M
Diagnosis Private
Latitude, Golf Estate Road, Sector -65,
Limited
Gurgaon South City II, Haryana,
Indian Public
122018
Companies
Date of Birth: December 22, 1985
Nil
Qualification: Bachelor of Medicine
and Bachelor of Surgery (MBBS) Section 8
Occupation: Professional Companies
Nil

Page 251 of 447

 Experience: She has over 8 years of
experience in the medicine sector and
healthcare management.
Nationality: Indian Indian LLPs
Nil
Date of Original Appointment:
Foreign companies
DIN: 10060952 Nil
6. Komal Goel 33 years NIL Indian Private
Designation: Independent Director companies: Nil
Address: Flat No. 118, Bhagirathi
Apartment, Sector-9, Rohini, Delhi - Indian Public
110085 Companies
Date of Birth: November 17, 1991 1. AJR Infra and
Tolling Limited
Qualification: Chartered Accountant
and Bachelor of Commerce (B. Com) Section 8
Occupation: Professional Companies
Nil
Experience: She has over 8 years of
experience in auditing, income tax, and
company law matters.
Nationality: Indian Indian LLPs
Nil
Date of Original Appointment: April
07, 2025
DIN: 10935374 Foreign companies
Nil

7. Mohit Garg 30 years NIL Indian Private

Designation: Independent Director companies
Nil
Address: House No. 433/15, Ward No.
1, Shiv Mandir, Old Anaj Mandi, Hisar, Indian Public
Haryana - 125001 Companies
Date of Birth: 26 November 1994 Nil
Qualification: Chartered Accountant
and Bachelor of Commerce (B. Com) Section 8
Occupation: Business Companies
Nil
Experience: He has over 8 years of
experience in corporate finance,
auditing, taxation, regulatory
compliance, and risk management.
Nationality: Indian Indian LLPs
Nil
Date of Original Appointment: April
07, 2025
DIN: 10973264 Foreign companies

Page 252 of 447

 Nil

8. Mahender Singh Tanwar 47 years NIL Indian Private

Designation: Independent Director companies
Nil
Address: 2171-A, 3rd Floor, Gate No.
5, Green Field Colony, Amarnagar Indian Public
Faridabad, Haryana - 121003 Companies
Date of Birth: October 09, 1977 Nil
Qualification: Master of Business
Administration & Bachelor of Section 8
Engineering (Mechanical Engineering) Companies: Nil
Occupation: Professional
Experience: He has over 21 years of
experience in EPC procurement,
strategic sourcing, and supply chain
management.
Nationality: Indian Indian LLPs
Nil
Date of Original Appointment: May
23, 2025 Foreign companies
DIN: 11107875 Nil

BRIEF PROFILE OF THE DIRECTORS OF OUR COMPANY

1. MANISH GOYAL

Mr. Manish Goyal, aged 39 years, is the promoter and Director of our Company since its incorporation,
Subsequently, he was also appointed as the Chief Executive Officer (CEO) of our Company on January
07, 2025. Thereafter, on April 07, 2025, his designation was changed from Non-Executive Director to
Executive Director.

He holds a Bachelor’s in Technology (B. Tech) in Pulp & Paper Engineering from the Indian Institute of
Technology (IIT) Roorkee in the year 2008. He has over 16 years of experience in the industry,
specializing in the Pulp and Paper sector. He is responsible for looking at all day-to-day operations and
ensuring alignment in the company’s business.

2. GOVIND RAI GARG

Mr. Govind Rai Garg, aged 31 years, is the promoter and Director of our Company. Additionally, he was
appointed as the Chief Financial Officer effective January 07, 2025, following a Board Resolution passed
by the Board of Directors at the Board Meeting held on January 07, 2025. Furthermore, on April 07,
2025, his designation was changed from Non-Executive Director to Executive Director. He is a qualified
Chartered Accountant (CA) and a member of the Institute of Chartered Accountants of India (ICAI). He
also holds a Bachelor of Commerce Degree from the University of Delhi in the year 2015. He has over
10 years of experience in finance and accounting, he oversees the entire finance function and external
investor relations at our Company.

Page 253 of 447

3. PALLAV SINGAL

Mr. Pallav Singal, aged 39 years, is the Executive Director of our Company. He was appointed as the
Additional Non-Executive Director on April 02, 2024. Subsequently, he was regularized as Executive
Director by ordinary Resolution passed by the shareholders at the Annual General Meeting held on
September 30, 2024. At present, he is also acting as the Chief Business Officer of our Company. He has
over 4 years of experience in the industry.

4. VIVINPRASATH DEVARAJ

Mr. Vivinprasath Devaraj, aged 32, is the Executive Director of our company. He was appointed as the
Additional Non-Executive Director effective April 02, 2024. Subsequently, he was regularized as
Executive Director in the Annual General Meeting held on September 30, 2024. He holds a Master of
Business Administration (MBA) degree from Anna University in 2016 and a Bachelor of Science in
Information Technology ([Link]) from Anna University in 2020. He has over 5 years of experience in the
recycled paper industry.

5. CHARU JORA

Ms. Charu Jora, aged 39 years, is the Non-Executive Director of our company. She was appointed as a
Non-Executive Director of the company w.e.f. May 23, 2025, pursuant to an ordinary resolution passed
by the shareholders at the Extra Ordinary General Meeting. She is a qualified Medical Professional and
holds a Bachelor of Medicine and Bachelor of Surgery (MBBS) degree from Maharashtra University of
Health Sciences in the year 2008. Additionally, she also holds a Diploma in Radiation Medicine from
the University of Delhi South Campus in the year 2012, and a Diplomate of National Board (DNB) in
Nuclear Medicine awarded by the National Board of Examinations in Medical Sciences in the year 2015.
She has over 8 years of experience in the medicine sector and healthcare management.

6. KOMAL GOEL

Ms. Komal Goel, aged 33 years, is the Independent Director of our Company. She has been appointed
as an Additional Director on April 07, 2025. Thereafter, she was regularized as an Independent Director
of our company w.e.f. April 29, 2025, in the Extraordinary General Meeting of our Company. She is a
qualified Chartered Accountant and has been a member of the Institute of Chartered Accountants of India
(ICAI) since 2016 and has been holding a Bachelor of Commerce (B. Com) degree from the University
of Rajasthan in the year 2012. She has over 8 years of experience in auditing, income tax, and company
law matters.

7. MOHIT GARG

Mr. Mohit Garg, aged 30 years, is the Independent Director of our Company. He was appointed as an
Independent Additional Director of the Company on April 07, 2025. Thereafter, he was regularized as
an Independent Director of our company with effect from April 29, 2025 in the Extra-Ordinary General
Meeting of our Company. He is a Chartered Accountant (CA) and has been a member of the Institute of
Chartered Accountants of India (ICAI) since May 2020. He also holds a Bachelor of Commerce ([Link])
degree from Kurukshetra University in the year 2015 and a Bachelor of Laws (LL.B) degree from
Rajasthan University in the year 2019. He has over 8 years of experience in corporate finance, auditing,
taxation, regulatory compliance, and risk management.

Page 254 of 447

8. MAHENDER SINGH TANWAR

Mahender Singh Tanwar, aged 47 years, is the Non-Executive Independent Director of our company. He
was appointed as an Independent Director of the company w.e.f. May 23, 2025, via shareholders’
resolution passed at the Extra-Ordinary General Meeting. He holds a Master of Business Administration
(MBA) in Operations and Production Management in the year 2006 and a Bachelor of Engineering (B.E.)
in Mechanical Engineering in the year 2003, from Maharishi Dayanand University, Rohtak. He has over
21 years of experience in EPC procurement, strategic sourcing, and supply chain management.

Note:
As on the date of this Draft Red Herring Prospectus:

a) None of our Directors is or was a director of any listed company during the last five years preceding
the date of this Draft Red Herring Prospectus, whose shares have been or were suspended from
being traded on the BSE or the NSE, during the term of their directorship in such company.
b) None of the Directors are on the RBI List of willful defaulters.
c) None of our Directors are categorized as a willful defaulter or a fraudulent borrower, as defined
under Regulation 2(1)(lll) of Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2018.
d) None of our Directors is declared a fugitive economic offender under section 12 of the Fugitive
Economic Offenders Act, 2018.
e) None of the Promoters, persons forming part of our Promoter Group, our directors or persons in
control of our Company or our Company are debarred by SEBI from accessing the capital market.
f) None of the Promoters, Directors or persons in control of our Company, have been or are involved
as a promoter, director or person in control of any other company, which is debarred from
accessing the capital market under any order or directions made by SEBI or any other regulatory
authority.
g) There are no outstanding convertible securities or any other right which would entitle any person
with any option to receive equity shares of our company.

Family Relationship between Directors or director and key managerial personnel or senior
management

Except as stated below, none of the Directors or Director and Key Managerial Personnel or Senior
Management of the Company are related to each other as per Section 2(77) of the Companies Act, 2013:

Relationship with
S. N. Name of the Director Name of the Director
another Directors
1. Manish Goyal Charu Jora Spouse

Details of current and past directorship(s) in listed companies whose shares have been / were
suspended from being traded on the stock exchanges and reasons for suspension.

None of our Directors is / was a director in any listed company during the last five years before the date
of filing of this Draft Red Herring Prospectus, whose shares have been / were suspended from being
traded on the any stock exchange.

Page 255 of 447

Details of current and past directorship(s) in listed companies which have been/ were delisted from
the stock exchange(s) and reasons for delisting.

None of our Directors are currently or have been on the board of directors of a public listed company
whose shares have been or were delisted from any stock exchange.

Details of arrangement or understanding with major shareholders, consumers, suppliers or

others, pursuant to which of the Directors were selected as a director or member of senior
management.

There are no arrangements or understandings with major shareholders, consumers, suppliers or any
other entity, pursuant to which any of the Directors or Key Managerial Personnel were selected as a
director or a member of the senior management as on date of this Draft Red Herring Prospectus.

Details of service contracts

None of our directors have entered into any service contracts with our company except for acting in their
individual capacity as director and no benefits are granted upon their termination from employment other
than the statutory benefits provided by our company.

Except statutory benefits upon termination of their employment in our Company or retirement, no officer
of our Company, including the directors and key Managerial personnel, are entitled to any benefits upon
termination of or retirement from employment.

Borrowing power of the Board

In terms of the special resolution passed at an Extra Ordinary General Meeting of our Company held on
August 07, 2024 and pursuant to Section 180(1)(c) and any other applicable provisions, of the
Companies Act, 2013 and the rules made thereunder, the consent of members of the Company has been
accorded to borrow from time to time, any sum or sums of monies, which together with the monies
already borrowed by the Company (apart from temporary loans obtained from the Company`s bankers
in the ordinary course of business), may exceed the aggregate of the paid up capital of the Company and
free reserve, provided that the total outstanding amount so borrowed, shall not at any time exceed the
limit of Rs. 100.00 Crores (Rupees One Hundred Crores Only).

Loans and Investments by the company

In terms of the Special Resolution passed by the members of our Company at Extra- Ordinary General
Meeting of held on August 07, 2024, and pursuant to Section 186(3) and any other applicable provisions,
of the Companies Act, 2013 and the rules made thereunder, consent of members of the Company has
been accorded to i) give any loans to any person or other body corporate, or (ii) give any guarantees or
to provide security in connection with a loan to any other body corporate or person, or (iii) acquire by
way of subscription, purchase or otherwise, the securities of any other body corporate exceeding sixty
percent of company’s paid up capital and its free reserves and securities premium account or one hundred
percent of its free reserves and securities premium account whichever is more as the Board of Directors
may think fit, provided that the total loans or investments made, guarantees given, and securities
provided shall not any time exceed Rs. 100.00 Crore (Rupees One Hundred Crores Only).

Page 256 of 447

TERMS AND CONDITIONS FOR EMPLOYMENT OF THE DIRECTORS

i. Terms and conditions for Executive Directors

Name Manish Goyal

Designation Director and Chief Executive Officer
Date of first appointment as Director April 23, 2019
Date of Appointment as Executive Director April 07, 2025
Previous Year Remuneration for FY 2024-25 42.00 Lakh
Current Remuneration 60.00 Lakh
Perquisite NA
Name Govind Rai Garg
Designation Director and Chief Financial Officer
Date of first appointment as Director April 23, 2019
Date of Appointment as Executive Director April 07, 2025
Previous Year Remuneration for FY 2024-25 28.50 Lakh per annum
Current Remuneration 60.00 Lakh per annum
Perquisite NA
Name Pallav Singal
Designation Director
Date of first appointment as Director April 02, 2024
Date of Appointment as Executive Director September 30, 2024
Previous Year Remuneration for FY 2024-25 28.50 Lakh per annum
Current Remuneration 60.00 Lakh per annum
Perquisite NA
Name Vivinprasath Devaraj
Designation Director
Date of first appointment as Director April 02, 2024
Date of Appointment as Executive Director September 30, 2024
Previous Year Remuneration for FY 2024-25 15.75 Lakh per annum
Current Remuneration 18.00 Lakh per annum
Perquisite NA

ii. Terms and conditions for Non-Executive Directors and Independent Directors

Our Company will not pay any remuneration to Independent Directors other than applicable sitting fees
and reimbursement of expenses in accordance with the provisions of the Companies Act, 2013. Sitting
fees shall be paid to Non-Executive Directors and Independent Directors as per the terms specified in
their respective letters of appointment.

Pursuant to the resolution dated April 07, 2025, passed by our Board of Directors, the sitting fees payable
to our Non-Executive Directors and Independent Directors for attending meetings shall be as follows:

Particulars Amount (₹)

Sitting Fees per Board Meeting INR 5000/-
Sitting Fees per Committee Meeting INR 3000/-

Page 257 of 447

Note: No portion of the compensation as mentioned above was paid pursuant to a bonus or profit-
sharing plan.

SHAREHOLDING OF DIRECTORS IN OUR COMPANY

As per the Articles of Association of our Company, our director is not required to hold any qualification
shares. The following table details the shareholding in our Company of our Directors in their personal
capacity, as on the date of this Draft Red Herring Prospectus:

S. N. Name of the Director No. of Equity Shares % of pre-issue paid-up Equity

held Share capital in our Company
1. Manish Goyal 72,98,012 52.95 %
2. Govind Rai Garg 14,33,280 10.40%
3. Pallav Singal 5,94,000 4.31%
4. Vivinprasath Devaraj 2,37,600 1.72%

INTEREST OF DIRECTORS

All of our Directors may be deemed to be interested to the extent of fees payable to them (if any) for
attending meetings of the Board or a committee thereof as well as to the extent of remuneration payable
to them for their services as Directors of our Company and reimbursement of expenses as well as to the
extent of commission and other remuneration, if any, payable to them under our Articles of Association.
Some of the Directors may be deemed to be interested to the extent of consideration received/paid or
any loans or advances provided to anybody corporate including companies and firms, and trusts, in which
they are interested as directors, members, partners or trustees.

All our directors may also be deemed to be interested to the extent of Equity Shares, if any, already held
by them or their relatives in our Company, or that may be subscribed for and allotted to our non-promoter
Directors, out of the present Issue and also to the extent of any dividend payable to them and other
distribution in respect of the said Equity Shares.

The directors may also be regarded as interested in the Equity Shares, if any, held or that may be
subscribed by and allocated to the companies, firms and trusts, if any, in which they are interested as
directors, members, partners, and/or trustees.

Our directors may also be regarded interested to the extent of dividend payable to them and other
distribution in respect of the Equity Shares, if any, held by them or by the companies/firms/ventures
promoted by them or that may be subscribed by or allotted to them and the companies, firms, in which
they are interested as Directors, members, partners and promoters, pursuant to this Issue. All our directors
may be deemed to be interested in the contracts, agreements/ arrangements entered into or to be entered
into by the Company with either the Directors himself, other company in which they hold directorship
or any partnership firm in which they are partners, as declared in their respective declarations.

Except as stated in the chapter “Our Management” and ‘Financial Information’ beginning on page 249
and 292 respectively and described herein to the extent of shareholding in our Company, if any, our
directors do not have any other interest in our business.

Page 258 of 447

Our directors are not interested in the appointment of or acting as Book Running Lead Manager,
Registrar and Bankers to the Issue or any such intermediaries registered with SEBI.

Interest in promotion of Our Company

None of our directors have any interest in the promotion of our Company other than in ordinary course
of business.

Interest in the property of Our Company

None of our Directors have any interest in any property acquired by our Company neither in the
preceding two years from the date of this Draft Red Herring Prospectus nor in the property proposed to
be acquired by our Company as on the date of filing of this Draft Red Herring Prospectus. Our Directors
also do not have any interest in any transaction regarding the acquisition of land, construction of
buildings and supply of machinery, etc. with respect to our Company.

Interest in the business of Our Company

Save and except as stated otherwise in “Related Party Transaction” in the chapter titled “Financial
Information” beginning on page number 292 of this Draft Red Herring Prospectus, our Directors do not
have any other interests in our Company as on the date of this Draft Red Herring Prospectus. Our
Directors are not interested in the appointment of Underwriters, Registrar and Bankers to the Issue or
any such other intermediaries registered with SEBI.

Details of service contracts

None of our directors have entered into any service contracts with our company except for acting in their
individual capacity as director and no benefits are granted upon their termination from employment other
than the statutory benefits provided by our company.

Except statutory benefits upon termination of their employment in our Company or retirement, no officer
of our Company, including the directors and key Managerial personnel, are entitled to any benefits upon
termination of or retirement from employment.

Bonus or profit-sharing plan for the directors

There is no bonus or profit-sharing plan for the Directors of our Company.

Contingent and deferred compensation payable to directors

No Director has received or is entitled to any contingent or deferred compensation.

Other indirect interest

Except as stated in chapter titled “Financial Information” beginning on page 292 of this Draft Red Herring
Prospectus, none of our sundry debtors or beneficiaries of loans and advances are related to our directors.

Page 259 of 447

CHANGES IN THE BOARD FOR THE LAST THREE YEARS

Save and except as mentioned below, there had been no change in the Directorship during the last three
(3) years:

Name of Director Effective Date of Change Reason for Change

Kesava Ramanujam August 22, 2022 Appointed as Non-Executive Director
Jaganathan
Balwinder Sharma November 05, 2022 Appointed as Additional Non-Executive
Director
Balwinder Sharma April 04, 2023 Resigned as Additional Non-Executive
Director
Kesava Ramanujam December 04, 2023 Resigned as Non-Executive Director
Jaganathan
Pallav Singal April 02, 2024 Appointed as Additional Executive
Director
Vivinprasath Devaraj April 02, 2024 Appointed as Additional Executive
Director
Pallav Singal September 30, 2024 Appointed as Executive Director
Vivinprasath Devaraj September 30, 2024 Appointed as Executive Director
Manish Goyal January 07, 2025 Appointed as Chief Executive Officer
Govind Rai Garg January 07, 2025 Appointed as Chief Financial Officer
Manish Goyal April 07, 2025 Change in designation as Executive
Director
Govind Rai Garg April 07, 2025 Change in designation as Executive
Director
Komal Goel April 07, 2025 Appointed as Additional Non-Executive,
Independent Director
Mohit Garg April 07, 2025 Appointed as Additional Non-Executive,
Independent Director
Vijay Kumar Rathi April 22, 2025 Cessation as Director
Komal Goel April 29, 2025 Appointed as Non-Executive,
Independent Director
Mohit Garg April 29, 2025 Appointed as Non-Executive
Independent Director
Charu Jora May 23, 2025 Appointed as Non-Executive, Non-
Independent Director
Mahender Singh May 23, 2025 Appointed as Non-Executive,
Tanwar Independent Director

Page 260 of 447

 Management Organizational Structure

Board Members &

KMPs

Manish Govind Rai Pallav Vivinprasat Charu Jora Mahender

Komal Goel Mohit Garg Singh Tanwar
Goyal Garg Singal h Devaraj (Non -
( Director & (Independent (Independent (Independent
(Director & (Executive (Executive Executive
CEO) Director) Director) Director)
CFO) Director) Director) Director)

Richa
Anand
(Company
Secretary)

CORPORATE GOVERNANCE

In additions to the applicable provisions of the Companies Act, 2013 with respect to the Corporate
Governance, provisions of the SEBI Listing Regulations will be applicable to our company immediately
up on the listing of Equity Shares on the Stock Exchanges. As on date of this Draft Red Herring
Prospectus, as our Company is coming with an issue in terms of Chapter IX of the SEBI (ICDR)
Regulations, 2018 as amended from time to time, hence, the requirement specified in regulations 17,
17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) and (t) of sub-regulation (2) of
regulation 46 and para C, D and E of Schedule V is not applicable to our Company, although we require
to comply with requirement of the Companies Act, 2013 wherever applicable. Our Company has
complied with the corporate governance requirement, particularly in relation to appointment of
independent directors including woman director on our Board, constitution of an Audit Committee,
Stakeholders Relationship Committee and Nomination and Remuneration Committee. Our Board
functions either on its own or through committees constituted thereof, to oversee specific operational
areas.

The Board functions either as a full Board or through various committees constituted to oversee specific
operational areas. Our Company has constituted the following Committees of the Board:

1. Audit Committee
2. Nomination and Remuneration Committee
3. Stakeholders Relationship Committee
4. Initial Public Offer Committee

AUDIT COMMITTEE

Our Company at its Board Meeting held on June 02, 2025 has constituted an Audit Committee (the
“Committee”) in compliance with the provisions of the Section 177 of the Companies Act, 2013 read
with rule 6 of the companies (Meeting of board and its power) rules, 2014 and Regulation 18 of Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The constituted Audit Committee comprises following members:

Page 261 of 447

 Name of the Member Designation in the Committee Type of Director/KMP
Mohit Garg Chairperson Independent Director
Komal Goel Member Independent Director
Charu Jora Member Non-Executive Director
Richa Anand Secretary Company Secretary

Our Company Secretary and Compliance Officer shall act as the secretary to the Audit Committee. The
Chairman of the Audit Committee shall attend the Annual General Meeting of the Company to furnish
clarifications to the shareholders on any matter relating to audit.

Meeting of the Audit Committee and relevant quorum.

1. The Audit Committee shall meet at least four times in a year and more than one hundred and twenty
days shall elapse between two meetings.
2. The quorum shall be either two members or one third of the members of the audit committee,
whichever is greater, with at least two (2) Independent directors shall be present.

Removal or Ceasing as a Member of the Committee

1. Any members of this Committee may be removed or replaced by the Board of Directors at any time,
by giving reasons thereof.
2. Any member of this committee ceasing to be a director shall also be ceased to be a member of this
Committee.

The scope of Audit Committee shall include but shall not be restricted to the following:

1. Oversight the Company’s financial reporting process and the disclosure of its financial
information toensure that the financial statements are correct, sufficient and credible.
2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or
removal of the statutory auditor and the fixation of audit fees.
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.
4. Reviewing, with the management, the annual financial statements before submission to the board
for approval, with particular reference to:
a. Matters required being included in the Directors Responsibility Statement to be included in the
Board’s report in terms of clause (c) of sub-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.
g. Qualifications in the draft audit report.
5. Reviewing, with the management, the half yearly financial statements before submission to the
board for approval
6. Reviewing, with the management, the statement of uses / application of funds raised through an
issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes
other than those stated in the Offer Document/ Red Herring Prospectus/Notice and the report
submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights

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 issue, and making appropriate recommendations to the Board to take up steps in this matter.
7. Review and monitor the auditor’s independence and performance and effectiveness of the audit
process.
8. Approval of any transactions of the Company with Related Parties, including any subsequent
modification thereof.
9. Scrutiny of inter-corporate loans and investments.
10. Valuation of undertakings or assets of the Company, wherever it is necessary.
11. Evaluation of internal financial controls and risk management systems.
12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the
internal control systems.
13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal
audit department, staffing and seniority of the official heading the department, reporting structure
coverage and frequency of internal audit.
14. Discussion with internal auditors on any significant findings and follow up thereon.
15. Reviewing the findings of any internal investigations by the internal auditors into matters where
there is suspected fraud or irregularity or a failure of internal control systems of a material nature
and reporting the matter to the board.
16. 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.
17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of nonpayment of declared dividends) and creditors.
18. To review the functioning of the Whistle Blower mechanism, in case the same is existing.
19. Approval of appointment of CFO or any other person heading the finance function or discharging
that function after assessing the qualifications, experience & background, etc. of the candidate.
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;
22. Carrying out any other function as is mentioned in the terms of reference of the audit committee.
23. Carry out any other function as prescribed under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 as and when amended from time to
time.

The Audit Committee enjoys following powers:

a) To investigate any activity within its terms of reference.

b) To seek information from any employee.
c) To obtain outside legal or other professional advice.
d) To secure attendance of outsiders with relevant expertise if it considers necessary.
e) The audit committee may invite such of the executives as it considers appropriate (and particularly
head of the finance function) to be present at the meetings of the committee, but on the occasions
it may also meet without the presence of any executives of the Issuer. The finance director, head of
the internal audit committee.

The Audit Committee shall mandatorily review the following information:

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 1. Management Discussion and Analysis of financial condition and results of operations.
2. Statement of significant related party transactions (as defined by the Audit Committee), submitted
by management.
3. Management letters/letters of internal control weaknesses issued by the statutory auditors.
4. Internal audit reports relating to internal control weaknesses.
5. The recommendations of the Audit Committee on any matter relating to financial management,
including the audit report, are binding on the Board. If the Board is not in agreement with the
recommendations of the committee, reasons for disagreement shall have to be incorporated in the
minutes of the Board Meeting and the same has to be communicated to the shareholders. The
Chairman of the committee has to attend the Annual General Meetings of the Company to provide
clarifications on matters relating to the audit. 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).
b. annual statement of funds utilized for purposes other than those stated in the offer
document/prospectus/notice in terms of Regulation 32(7).

NOMINATION AND REMUNERATION COMMITTEE

Our Company at its Board Meeting held on June 02, 2025, has constituted the Nomination and
Remuneration Committee in compliance with the provisions of Section 178, Schedule V and all other
applicable provisions of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of Board
and its Power) Rules, 2014 and Regulation 19 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

The constituted Nomination and Remuneration Committee comprises following members:

Name of the Director Designation in the Committee Type of Director/KMP

Charu Jora Chairperson Non-executive Director
Mahender Singh Tanwar Member Independent Director
Mohit Garg Member Independent Director
Richa Anand Secretary Company Secretary

Our Company Secretary and Compliance Officer Shall act as the secretary to the Nomination and
Remuneration Committee.

Meetings and relevant quorum of the Nomination and Remuneration Committee

1. The committee shall meet as and when the need arises, subject to at least one meeting in a year.
2. The quorum for the meeting shall be one third of the total strength of the committee or two members,
whichever is higher, with at least One (1) Independent Director.

Removal or Ceasing as a Member of the Committee

1. Any members of this Committee may be removed or replaced by the Board of Directors at any time,
by giving reasons thereof.
2. Any member of this committee ceasing to be a director shall also be ceased to be a member of this
Committee.
Page 264 of 447
Role of Nomination and Remuneration committee

The role of the Nomination and Remuneration Committee includes, but not restricted to, the following:

1. Formulation of the criteria for determining qualifications, positive attributes and independence of a
director and recommend to the board of directors a policy relating to, the remuneration of the
directors, key managerial personnel and other employees;
2. For every appointment of an independent director, the Nomination and Remuneration Committee
shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such
evaluation, prepare a description of the role and capabilities required of an independent director. The
person recommended to the Board for appointment as an independent director shall have the
capabilities identified in such description. For the purpose of identifying suitable candidates, the
Committee may:
use the services of an external agencies, if required;
To consider candidates from a wide range of backgrounds, having due regard to diversity; and
To consider the time commitments of the candidates.
3. Formulation of criteria for evaluation of performance of independent directors and the board of
directors;
4. Devising a policy on diversity of board of directors;
5. 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.
6. To recommend to the board, all remuneration, in whatever form, payable to senior management.
7. To extend or continue the term of appointment of the independent director, on the basis of the report
of performance evaluation of independent directors.
8. specify the manner for effective evaluation of performance of Board, its committees and individual
directors to be carried out either by the Board, by the Nomination and Remuneration Committee or
by an independent external agency and review its implementation and compliance.
9. Such other matters as may from time to time be required by any statutory, contractual or other
regulatory requirements to be attended to by such committee.

STAKEHOLDERS RELATIONSHIP COMMITTEE

Our Company at its Board Meeting held on June 02, 2025, has approved the constitution of the
Stakeholders Relationship Committee in compliance with the provisions of the Section 178(5) and all
other applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder and
Regulation 20 of Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The constituted Stakeholders Relationship Committee comprises the following:

Name of the Director Designation in the Committee Type of Director/KMP

Charu Jora Chairperson Non-executive Director
Manish Goyal Member Executive Director & CEO
Mohit Garg Member Independent Director
Richa Anand Secretary Company Secretary

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Our Company Secretary and Compliance officer shall act as the secretary to the Stakeholders Relationship
Committee.

Meetings of the Committee and relevant quorum

1. The Stakeholder Relationship Committee shall meet at least once in a year and shall report to the
Board on a quarterly basis regarding the status of redressal of the complaints received from the
shareholders of the Company.

2. The quorum for the meeting shall be one third of the total strength of the committee or two members,
whichever is higher.

Removal or Ceasing as a Member of the Committee

1. Any members of this Committee may be removed or replaced by the Board of Directors at any time,
by giving reasons thereof.

2. Any member of this committee ceasing to be a director shall also be ceased to be a member of this
Committee.

Role of stakeholder and Relationship Committee

The role of the committee shall inter-alia include the following:

1. Resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue
of new/duplicate certificates, general meetings etc.;
2. Review of measures taken for effective exercise of voting rights by shareholders;
3. Review of adherence to the service standards adopted by the listed entity in respect of various
services being rendered by the Registrar & Share Transfer Agent;
4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of
unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory
notices by the shareholders of the company; and
5. To carry out any other function as prescribed under the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 as and when amended from time to time.

INITIAL PUBLIC OFFER COMMITTEE

The Initial Public Offer Committee has been formed by the Board of Directors, at the meeting held on
June 02, 2025, As on the date of this Draft Red Herring Prospectus the Initial Public Offer Committee
comprises of:

Name of the Director Designation in the Committee Type of Director/KMPs

Manish Goyal Chairperson Executive Director & CEO
Govind Rai Garg Member Executive Director & CFO
Pallav Singal Member Executive Director
Richa Anand Secretary Company Secretary

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The Company Secretary shall act as the secretary of the IPO Committee.

The terms of reference of the IPO Committee include the following:

a) Approving amendments to the memorandum of association and the articles of association of the
Company;

b) Finalizing and arranging for the submission of the DRHP, the RHP, the Prospectus and any
amendments, supplements, notices or corrigenda thereto, to appropriate government and regulatory
authorities, institutions or bodies;
c) Approving a code of conduct as may be considered necessary by the Board or the IPO Committee
or as required under Applicable Laws for the Board, officers of the Company and other employees
of the Company;

d) Issuing advertisements as it may deem fit and proper in accordance with Applicable Laws;

e) Deciding on the size and all other terms and conditions of the Issue and/or the number of Equity
Shares to be issued in the Issue, including any rounding off in the event of any oversubscription as
permitted under Applicable Laws;

f) Taking all actions as may be necessary or authorized in connection with the Issue;

g) Appointing and instructing book running lead managers, syndicate members, bankers to the Issue,
the registrar to the Issue, bankers of the Company, managers, underwriters, guarantors, escrow
agents, accountants, auditors, legal counsel, depositories, trustees, custodians, credit rating
agencies, monitoring agencies, advertising agencies and all such persons or agencies as may be
involved in or concerned with the Issue and whose appointment is required in relation to the Issue,
including any successors or replacements thereof;

h) Opening bank accounts, share/securities accounts, escrow or custodian accounts, in India or abroad,
in Rupees or in any other currency, in accordance with Applicable Laws;

i) Entering into agreements with, and remunerating all the book running lead managers, syndicate
members, placement agents, bankers to the Issue, the registrar to the Issue, bankers of the Company,
managers, underwriters, guarantors, escrow agents, accountants, auditors, legal counsel,
depositories, trustees, custodians, credit rating agencies, monitoring agencies, advertising agencies,
and all other agencies or persons as may be involved in or concerned with the Issue, including any
successors or replacements thereof, by way of commission, brokerage, fees or the like;

j) Seeking the listing of the Equity Shares on the Stock Exchanges, submitting listing application to
the Stock Exchanges and taking all such actions as may be necessary in connection with obtaining
such listing, including, without limitation, entering into the listing agreement with the Stock
Exchanges;

k) Seeking, if required, the consent of the Company’s lenders, 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 that may be required in connection with
the Issue;

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l) Submitting undertaking/certificates or providing clarifications to the SEBI and the Stock
Exchanges;

m) Determining the price at which the Equity Shares are issued to investors in the Issue in accordance
with Applicable Laws, in consultation with the book running lead managers and/or any other
advisors, and determining the discount, if any, proposed to be issued to eligible categories of
investors;

n) Determining the price band and minimum lot size for the purpose of bidding in accordance with
applicable laws, any revision to the price band and the final Issue price after bid closure;

o) Determining the bid/issue opening and closing dates;

p) Finalizing the basis of allocation of Equity Shares to individual investors who applies for minimum
application size/non-institutional investors/qualified institutional buyers and any other investor in
accordance with the applicable laws and in consultation with the book running lead managers, the
Stock Exchanges;

q) Opening with the bankers to the Issue, escrow collection banks and other entities such accounts as
are required under Applicable Laws;

r) To issue receipts/allotment letters/confirmations 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 exchange(s), with
power to authorise one or more officers of the Company to sign all or any of the aforesaid
documents;

s) Severally authorizing Mr. Rahul Jain and Mr. Amit Sharma (“Authorized Officer”), for and on
behalf of the Company, to execute and deliver, on a several basis, any agreements and arrangements
as well as amendments or supplements thereto that the Authorized Officer considers necessary,
desirable or expedient, in connection with the Issue, including, without limitation, engagement
letters, memorandum of understanding, the listing agreement with the stock exchange, the
registrar’s agreement, the depositories’ agreements, the issue agreement with the book running lead
managers (and other entities as appropriate), the underwriting agreement, the syndicate agreement,
the cash escrow agreement, the share escrow agreement, confirmation of allocation notes, the
advertisement agency agreement and any undertakings and declarations, and to make payments to
or remunerate by way of fees, commission, brokerage or the like or reimburse expenses incurred in
connection with the Issue, the book running lead managers, syndicate members, placement agents,
bankers to the Issue, registrar to the Issue, bankers of the Company, managers, underwriters,
guarantors, escrow agents, accountants, auditors, legal counsel, depositories, trustees, custodians,
credit rating agencies, monitoring agencies, advertising agencies, and all such persons or agencies
as may be involved in or concerned with the Issue including any successors or replacements thereof;
and any such agreements or documents so executed and delivered and acts, deeds, matters and
things done by any such Authorized Officer shall be conclusive evidence of the authority of the
Authorized Officer and the Company in so doing;

t) Severally authorizing the Authorized Officers to take any and all action in connection with making

Page 268 of 447

 applications, seeking clarifications and obtaining approvals (or entering into any arrangement or
agreement in respect thereof) in connection with the Issue, including, without limitation,
applications to, and clarifications or approvals from the GoI, the SEBI, the RoC, and the Stock
Exchanges and that any such action already taken or to be taken is hereby ratified, confirmed and/or
approved as the act and deed of the Authorized Officer and the Company, as the case may be;

u) Severally authorizing the Authorized Officers, for and on behalf of the Company, to execute and
deliver any and all documents, papers or instruments and to do or cause to be done any and all acts,
deeds, matters or things as any such Authorized Officer may deem necessary, desirable or expedient
in order to carry out the purposes and intent of the foregoing resolutions or the Issue; and any
documents so executed and delivered or acts, deeds, matters and things done or caused to be done
by any such Authorized Officer shall be conclusive evidence of the authority of such Authorized
Officer and the Company in so doing and any such document so executed and delivered or acts,
deeds, matters and things done or caused to be done by any such Authorized Officer prior to the
date hereof are hereby ratified, confirmed and approved as the act and deed of the Authorized
Officer and the Company, as the case may be; and

v) Executing and delivering any and all documents, papers or instruments and doing or causing to be
done any and all acts, deeds, matters or things as the IPO Committee may deem necessary, desirable
or expedient in order to carry out the purposes and intent of the foregoing resolutions or the Issue;
and any documents so executed and delivered or acts, deeds, matters and things done or caused to
be done by the IPO Committee shall be conclusive evidence of the authority of the IPO Committee
in so doing.

Compliance with SME Listing Regulations

The provisions of the SEBI (Listing Obligation and Disclosures) Regulations, 2015 will be applicable to
our Company immediately upon the listing of Equity Shares of our Company on Emerge Platform of NSE.

KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT PERSONNEL

Our Company is managed by our Board of Directors, assisted by qualified professionals, who are
permanent employees of our Company. A brief detail about the Key Managerial Personnel and Senior
management Personnel of our Company are as follows:

Key Managerial Personnel

Name Manish Goyal

Designation Director and Chief Executive Officer
Educational Qualification Bachelor’s degree in technology (B. Tech) in Pulp & Paper
Engineering from the Indian Institute of Technology (IIT)
Roorkee in the year 2008
Date of Appointment as CEO January 07, 2025
Expiration of Term N. A.
Previous Employment Valmet Technologies Private Limited
Overall Experience 16 Years
Current Remuneration 60.00 Lakh per annum
Remuneration paid in F.Y 2024-25 42.00 Lakh per annum
Page 269 of 447
 Name Govind Rai Garg
Designation Director and Chief Financial Officer
Educational Qualification Qualified Chartered Accountant (CA) and a member of the
Institute of Chartered Accountants of India (ICAI).
Date of Appointment as CFO January 07, 2025
Expiration of Term N.A.
Previous Employment Partner at Mehrotra & Mehrotra, Chartered Accountants
Firm
Overall Experience 10 Years
Current Remuneration 60.00 Lakh per annum
Remuneration paid in F.Y 2024-25 28.50 Lakh per annum
Name Richa Anand
Designation Company Secretary and Compliance Officer
Date of Appointment January 07, 2025
Previous Employment Patel Agri Industries Private Limited
Overall Experience More than 5 years
Current Remuneration 8.50 Lakh per annum

Senior Managerial Personnel

S.N. Department Handling Name of the SMPs

1. Finance Govind Rai Garg
2. Sales & Business Development Pallav Singal
3. Operations and Logistics Pallav Singal
4. Quality Control Vivinprasath Devaraj
5. Tech/ IT Manish Goyal
6. Legal and Secretarial Richa Anand
7. HR & Admin Richa Anand
Notes:
▪ All of our Key Managerial Personnel mentioned above are on the payrolls of our Company as
permanent employees.
▪ There is no agreement or understanding with major shareholders, consumers, suppliers or others
pursuant to which any of the above-mentioned personnel was selected as a director or member of
senior management.
▪ None of our Key Managerial Personnel has entered into any service contracts with our company and
no benefits are granted upon their termination from employment other that statutory benefits provided
by ourCompany. However, our Company has appointed certain Key Managerial Personnel for which
our company has not executed any formal service contracts; although they are abide by their terms of
appointments.

FAMILY RELATIONSHIP BETWEEN KMP

None of the Key Managerial Personnel (KMP) of the Company are related to each other within the
meaning of Section 2(77) of the Companies Act, 2013.

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BONUS AND/ OR PROFIT-SHARING PLAN FOR THE KEY MANAGERIAL PERSONNEL

Our Company does not have any bonus and / or profit-sharing plan for the key managerial personnel.

CONTINGENT AND DEFERRED COMPENSATION PAYABLE TO KEY MANAGERIAL

PERSONNEL

None of our Key Managerial Personnel has received or is entitled to any contingent or deferred
compensation.

SHAREHOLDING OF THE KEY MANAGERIAL PERSONNEL

None of our Key Managerial Personnel holds any Equity Shares in our Company as on the date of this
Draft Red Herring Prospectus except the following.

S. No. of Equity % of pre-issue paid

Name of the KMP(s) Designation
N. Shares up Share Capital
Chief Executive Officer
1. Manish Goyal 72,98,012 52.95 %
and Director
Director and Chief
2. Govind Rai Garg 14,22,280 10.40%
Financial Officer

INTEREST OF KEY MANAGERIAL PERSONNEL

None of our key managerial personnel have any interest in our Company other than to the extent of the
remuneration or benefits to which they are entitled to our Company as per the terms of their appointment
and reimbursement of expenses incurred by them during the ordinary course of business.

CHANGES IN OUR COMPANY’S KEY MANAGERIAL PERSONNEL DURING THE LAST

THREE YEARS

Following have been the changes in the Key Managerial Personnel (KMP) during the last three years:

S. Effective Date of
Name of KMP(s) Designation Reason for Change
N. Change
Appointed as Chief Executive
1. Manish Goyal CEO January 07, 2025
Officer
Appointed as Chief Financial
2. Govind Rai Garg CFO January 07, 2025
Officer
Company Appointed as Company
3. Richa Anand January 07, 2025
Secretary Secretary

Note: Other than the above changes, there have been no changes to the key managerial personnel of our
Company that are not in the normal course of employment.

SCHEME OF EMPLOYEE STOCK OPTIONS OR EMPLOYEE STOCK PURCHASE

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Our Company has launched “Exim Routes ESOP Plan 2025”. which shall be implemented through a Direct
Route and to be administered by the Board of Directors. For more details, please refer chapter “Capital
Structure” on page no. 84 of the Draft Red Herring Prospectus.

LOANS TO KEY MANAGERIAL PERSONNEL

Except as provided in restated financial statement in the chapter “Financial Information” beginning on page
292 of the Draft Red Herring Prospectus, there are no loans outstanding against the key managerial personnel
as on the date of this Draft Red Herring Prospectus.

PAYMENT OF BENEFITS TO OFFICERS OF OUR COMPANY (NON-SALARY RELATED)

Except for the payment of salaries and perquisites and reimbursement of expenses incurred in the ordinary
course of business, and the transactions as enumerated in the chapter titled “Financial Information” and the
chapter titled “Our Business” beginning on pages 292 and 198 respectively of this Draft Red Herring
Prospectus, we have not paid/given any benefit to the officers of our Company, within the two preceding
years nor do we intend to make such payment/ give such benefit to any officer as on the date of this Draft
Red Herring Prospectus.

RETIREMENT BENEFITS

Except statutory benefits upon termination of their employment in our Company or superannuation, no
officer of our Company is entitled to any benefit upon termination of his employment in our Company.

This space has been left blank intentionally.

Page 272 of 447

 OUR PROMOTERS

The Promoters of our Company are:

S. Name Category No. of Equity Shares % of Shareholding

No. held of face value of Rs.
5 each
1. Mr. Manish Goyal Individual 72,98,012 52.95 %
2. Mr. Govind Rai Garg Individual 14,33,280 10.40 %
Total 87,31,292 63.35 %
For details of the build-up of our promoter’s shareholding in our Company, see section titled “Capital
Structure” beginning on page 84 of this Draft Red Herring Prospectus.

Brief Profile of Our Individual Promoters is as under:

Name Mr. Manish Goyal

Mr. Manish Goyal, aged 39 years, is the promoter and Director of our
Company since its incorporation, i.e., from 23 April 2019. Subsequently,
he was also appointed as the Chief Executive Officer (CEO) of our
Company on 7 January 2025. Thereafter, on 7 April 2025, his designation
was changed from Non-Executive Director to Executive Director.

He holds a Bachelor's in Technology (B. Tech) in Pulp & Paper

Engineering from the Indian Institute of Technology (IIT) Roorkee in the
year 2008. He has over 16 years of experience in the industry, specializing
in the Pulp and Paper sector. He is responsible for looking at all day-to-day
operations and ensuring alignment in the company’s business.

Age 39 Years
Date of Birth November 03, 1985
Address House No – 1903, M3M Latitude, Golf Estate Road, Sector -65, Gurgaon
South City II Haryana, 122018
PAN AUBPK4591M
Occupation Business
Experience Mr. Goyal has over 16 years of experience in the industry, specializing in
the Pulp and Paper sector
No. of Equity Shares & % 72,98,012 Equity Shares (52.95 % of Pre issued paid up capital)
Of Shareholding (Pre-
Issue)
Directorship & Indian Private Companies:
Other Ventures NIL

Indian Public Companies:

NIL

Section 8 Companies:
NIL

Indian LLPs:
NIL

Page 273 of 447

 Partnership Firms
NIL

Foreign Subsidiaries Companies

NIL

Name Mr. Govind Rai Garg

Mr. Govind Rai Garg, aged 31 years, is the Promoter and Executive
Director of our Company. Additionally, he was appointed as the Chief
Financial Officer effective 7 January 2025, following a Board Resolution
passed by the Board of Directors at the Board Meeting held on 7 January
2025. He is a qualified Chartered Accountant (CA) and a member of the
Institute of Chartered Accountants of India (ICAI). He also holds Bachelors
of Commerce Degree from University of Delhi in the year 2015. He has
over 10 years of experience in finance and accounting, he oversees the
entire finance function and external investor relations at our Company.
Age 31 Years
Date of Birth October 24, 1993
Address I-41, Near Worldmark Sector 65 Ivory Block 1st Floor Emaar Emerald
Hills, Gurgaon, Haryana 122101
PAN BEGPG7344E
Occupation Professional
Experience He has over 10 years of experience in financial management and
accounting.

No. of Equity Shares & % 14,33,280 Equity Shares (10.40% of Pre issued paid up capital)
Of Shareholding (Pre-
Issue)
Directorship & Indian Private Companies:
Other Ventures NIL
Indian Public Companies:
NIL

Section 8 Companies:
NIL

Indian LLPs:
NIL

Partnership Firms
NIL

Foreign Subsidiaries Companies

1. Exim Routes Pte Limited (Singapore)
2. Exim Routes Inc. (United States)
3. Leftbrain Hotshots Consulting Inc.

Page 274 of 447

Relationship of Promoters with our Directors

Our Promoters are part of our board of directors as Managing Directors and/or Directors. Except as disclosed
herein, none of our Promoter(s) are related to any of our Company’s Directors within the meaning of Section
2 (77) of the Companies Act, 2013.

Promoters Directors Relationship

Manish Goyal Charu Jora Spouse

OTHER UNDERTAKINGS AND CONFIRMATIONS

• Our Company undertakes that the details of Permanent Account Number, Bank Account Number,
Aadhar and Passport Number of the Promoters will be submitted to the Emerge Platform of NSE, where
the securities of our Company are proposed to be listed at the time of submission of Draft Red Herring
Prospectus.
• Our Promoters have confirmed that they have not been identified as willful defaulters.
• No violations of securities laws have been committed by our Promoters in the past or are currently
pending against them. None of our Promoters are debarred or prohibited from accessing the capital
markets or restrained from buying, selling, or dealing in securities under any order or directions passed
for any reasons by the SEBI or any other authority or refused listing of any of the securities issued by
any such entity by any stock exchange in India or abroad.

INTEREST OF PROMOTERS

Interest in promotion of Our Company

Our Promoters are interested in the promotion of our Company in their capacity as a shareholder and as a
part of the management of the company and having significant control over the management and influencing
policy decisions of our Company.

Interest in the property of Our Company

Our Promoters do not have any other interest in any property acquired by our Company in a period of two
years before filing this Draft Red Herring Prospectus or proposed to be acquired by us as on date of this Draft
Red Herring Prospectus.

For further details of property please refer to Chapter titled “Our Business” beginning on page 198 of this
Draft Red Herring Prospectus.

Interest as member of Our Company

Our Promoters jointly hold 87,31,292 Equity Shares aggregating to 63.35 % of pre-issue Equity Share Capital
in our Company and are therefore interested to the extent of their respective shareholding and the dividend
declared, if any, by our Company. Except to the extent of their respective shareholding in our Company and
benefits provided to our Promoter(s) given in the chapter “Our Management” beginning on page no. 249 of
this Draft Red Herring Prospectus, our Promoters hold no other interest in our Company.

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Interest as Director of our Company

Except as stated in the “Related Party Transactions” under the chapter financial information as restated
beginning on page no. 292 of the Draft Red Herring Prospectus, our Promoters / Directors, may be deemed
to be interested to the extent of fees, if any, payable to them for attending meetings of our Board or
Committees thereof as well as to the extent of remuneration and/or reimbursement of expenses payable to
them for services rendered to us in accordance with the provisions of the Companies Act and in terms of our
AOA.

DISASSOCIATION BY THE PROMOTERS IN THE LAST THREE YEARS

None of our promoters have disassociated themselves from the any entities/firms during the preceding three
years, except the following:

S. Name of the Name of the entity Date of Reason of

N. Promoter Disassociation Disassociation
1. Govind Garg Angrow Appetite Private Limited May 04, 2025 Resignation from
Directorship
2. Govind Garg National Capital Region March 10, Resignation from
Electronics Private Limited 2025 Directorship
3. Govind Garg Comprehensive Risk Management March 10, Resignation from
Solutions Private Limited 2025 Directorship
4. Manish Goyal Scan4health Diagnosis Private June 30, 2024 Resignation from
Limited Directorship
5. Manish Goyal Scan4health Diagnosis LLP March 22, Dissolution of the
2024 Limited Liability
Partnership

Other Ventures of our Promoters

Save and except as disclosed in the chapters titled “Our Group Entities” beginning on page no. 286 of the
Draft Red Herring Prospectus, there are no other ventures of our Promoters in which they have business
interests/other interests.

Change in the control of Our Company

Mr. Manish Goyal, Mr. Govind Rai Garg, Mr. Vijay Kumar Rathi, and Mr. Balwinder Sharma were the initial
promoters of our Company. As of the date of this Draft Red Herring Prospectus, Mr. Manish Goyal and Mr.
Govind Rai Garg continue to serve as the promoters of the Company. The control of our Company has not
been acquired within the five years immediately preceding the date of this Draft Red Herring Prospectus.

Litigation involving our Promoters.

For details of legal and regulatory proceedings involving our Promoters, please refer chapter titled
“Outstanding Litigation and Material Developments” beginning on page 316 of this Draft Red Herring
Prospectus.

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Payment of benefits to our Promoters and Promoter Group during the last two years

Save and except as disclosed under “Statement of Related Party Transactions”, under section titled “Financial
Information” beginning on page number 292 of the Draft Red Herring Prospectus, there has been no
Payment or benefit to promoters during the two (2) years preceding the date of filing of this Draft Red Herring
Prospectus, nor is there any intention to pay or give any benefit to our Promoters as on the date of this Draft
Red Herring Prospectus.

Other Confirmations

As on the date of this Draft Red Herring Prospectus, our Promoters and members of our Promoter Group
have not been prohibited by SEBI or any other regulatory or governmental authority from accessing capital
markets for any reasons. Further, our Promoters were not and are not promoters or persons in control of any
other company that is or has been debarred from accessing the capital markets under any order or direction
made by SEBI or any other authority. There is no litigation or legal action pending or taken by any ministry,
department of the Government or statutory authority against our Promoters during the last five (5) years
preceding the date of this Draft Red Herring Prospectus, except as disclosed under chapter titled “Outstanding
Litigation and Material Developments” beginning on page 316 of this Draft Red Herring Prospectus.

Our Promoters and members of our Promoter Group have neither been declared as a wilful defaulter nor as
a fugitive economic offender as defined under the SEBI (ICDR) Regulations, and there are no violations of
securities laws committed by our Promoters in the past and no proceedings for violation of securities laws
are pending against our Promoters.

Guarantees

Except as stated in the section titled "Financial Statements" beginning on page 292 of this Draft Red Herring
Prospectus, there are no material guarantees given by the Promoters to third parties with respect to specified
securities of the Company as on the date of this Draft Red Herring Prospectus.

Related Party Transactions

For details of related party transactions entered into by our Company, please refer to “Statement of Related
Party Transactions”, under the section titled “Financial Information” beginning on page number 292 of
the Draft Red Herring Prospectus.

Information of our group companies

For details related to our group companies please refer “Our Group Entities” on page no. 286 of this Draft
Red Herring Prospectus.

This space has been left blank intentionally.

Page 277 of 447

 OUR PROMOTER GROUP

Our Promoters and Promoter Group in terms of Regulation 2(1) (pp) of the SEBI (ICDR) Regulations is
as under.

A. Natural Persons who form part of our Promoter Group:

The following natural persons being the immediate relatives of our Promoters in terms of the SEBI
(ICDR) Regulations 2018 form part of our Promoter Group:

Relationship Govind Rai Garg Manish Goyal

Father Late Shri Kulwant Rai Garg Purshotam Goyal
Mother Late Smt. Chanderkanta Garg Prem Lata Goyal
Spouse Diksha Garg Charu Jora
Brother N.A. Yogesh Goyal
Manju
Madhu Basia
Neelam Mittal
Poonam Gupta Shweta Gupta
Sister
Rajni Goyal
Shruti Modi
Seema Goyal
Deepika Goel
Sanav Goyal &
Son Dhairya Rai Garg
Nav Goyal
Daughter Mannat Rai Garg N.A.
Spouse Father Late. Shri Rishi Pal Garg Krishan Kumar Jora
Spouse Mother Anita Devi Sushila Jora
Spouse Brother Dhruv Garg Priyanshu Jora
Spouse Sister N.A. N.A.

B. Companies, partnership and proprietorship firms forming part of our Promoter Group are as
follows:

As per Regulation 2(1) (pp) (iv) of the SEBI (ICDR) Regulations, 2018, the following entities would form
part of our Promoter Group as on date:

Particulars Entity
1. Scan4health Diagnosis Private
Limited
Anybody corporate in which 20% or more of the share capital
2. Jora Jewellers Private Limited
is held by the promoters or an immediate relative of the
3. Sumit Enterprises Private
promoters or a firm or HUF in which the promoters or any
Limited
one or more of his immediate relative is a member.
4. Leftbrain Hotshots Consulting
Inc.
Any company in which a company (mentioned above) holds
NIL
20% of the total holding

Page 278 of 447

 1. Goyal Brothers
2. Dev Trading Company
3. Shiva Merchants
4. Purshotam Goyal HUF
Any HUF or firm in which the aggregate share of the 5. Yogesh Goyal HUF
promoters and his relatives is equal to or more than 20% of the 6. S. K. Jora Jewellers
total holding 7. Diksha Govind Rai Garg
Foundation
8. Govind Rai Garg HUF
9. M/s Shree Shyam Polymers
10. Leftbrain Hotshots Consulting

COMMON PURSUITS OF OUR PROMOTERS

None of our promoter group entities have business objects similar to our business. If any conflict of
interest arises it may have an adverse effect on our business and growth. We shall adopt the necessary
procedures and practices as permitted by law to address any conflict situations, as and when they may
arise.

This space has been left blank intentionally.

Page 279 of 447

 OUR SUBSIDIARY

As on the date of this Draft Red Herring Prospectus, our company has 5 Subsidiaries:

Country of
Sr. No. Name of the Company % of holding Nature
incorporation
Wholly Owned
1. Exim Routes UK Limited United Kingdom 100.00%
Subsidiary
United States of Wholly Owned
2. Exim Routes Inc. 100.00%
America Subsidiary
Exim Routes (SA) PTY Wholly Owned
3. South Africa 100.00%
Limited Subsidiary
Wholly Owned
4. Exim Routes PTE. LTD. Singapore 100.00%
Subsidiary
5. Good Earth SCM GmbH Germany 70.00% Subsidiary

1. Exim Routes UK Limited

Exim Routes UK Limited is a wholly owned private limited company incorporated on 10 February 2024,
under the Companies Act 2006, with company number 15479784. The registered office of the company is
located at 71-75 Shelton Street, Covent Garden, London, WC2H 9JQ, United Kingdom.

Main Object of the Company

1. To engage in the systematic collection, handling, and transportation of non-hazardous waste materials.
This includes paper, plastic, and other recyclable waste sourced from commercial and industrial
sectors.

2. To engage in the sustainable processing and disposal of non-hazardous waste through advanced waste
management techniques. This includes material segregation, repurposing, and recycling to reduce
landfill waste.

3. To provide specialized remediation services, including decontamination, pollution control, and waste
recovery strategies.

4. To engage in the procurement, processing, and wholesale distribution of recyclable materials,

including paper and other reusable resources.

Board of Directors

The Directors of Exim Routes UK Limited as on the date of this Draft Red Herring Prospectus are as
follows:

Page 280 of 447

 S. No. Name of the Directors Designation
1. Mr. Pallav Singal Director
2. Mr. Anshul Bansal Director

Shareholding Pattern

The shareholding pattern of Exim Routes UK Limited as on the date of this Draft Red Herring Prospectus
are as follows:

Name of the Shareholders No. of Shares % of total holding

1. Exim Routes Limited (Formerly Known as Exim
1,000 100.00%
Routes Private Limited)
Total 1,000 100.00%

Financial Performance

The financial statements of the Company have not yet been filed and are therefore currently unavailable.

2. Exim Routes Inc.

Exim Routes Inc. is a wholly owned private corporation incorporated on 29 November 2021 under the
General Corporation Law of the State of Delaware, with file number 6425480. The company is registered in
Claymont, Delaware, with its registered office located at 2803 Philadelphia Pike, Ste B1468, Claymont, DE
19703-2506, United States.

Main Object of the Company

1) To engage in the global trading of wastepaper, finished paper, and metal scrap, ensuring efficient
procurement, processing, and distribution across international markets.
2) To specialize in arranging shipping freights, facilitating seamless logistics and transportation
solutions for global trade operations.

Board of Directors

The Directors of Exim Routes Inc. as on the date of this Draft Red Herring Prospectus are as follows:

S. No. Name of the Directors Designation

1. Govind Rai Garg Director
2. Saurabh Kumar Director

Shareholding Pattern

The shareholding pattern of Exim Routes Inc. as on the date of this Draft Red Herring Prospectus are as
follows:

Name of the Shareholders No. of Shares % of total holding

1. Exim Routes Limited (Formerly Known as Exim
1,000 100.00%
Routes Private Limited)
Page 281 of 447
 Total 1,000 100.00%

Financial Performance

Certain details of the financials of Exim Routes Inc. are set forth below:
(Value in USD Lakhs)
Particulars 01 January 01 January
2023 - 31 2022 - 31
December December
2023 2022
Total Income 15.99 23.35
Net Profit/ (Loss) 0.18 0.05
Share Capital 0.10 0.10
Reserve and Surplus 0.23 0.05
Net Worth 0.33 0.15
NAV per shares (in USD) 32.76 15.03
Earnings Per Share (EPS) (in USD)
· Basic 17.73 5.03
· Diluted 17.73 5.03
No. of Equity Shares (in numbers) 1,000 1,000

3. Exim Routes (SA) PTY Limited

Exim Routes (SA) PTY Limited is a wholly owned private company incorporated on 12 July 2024 under the
terms of Section 14 of the South African Companies Act, 2008, with the Enterprise number K2024423712.
The company is registered in South Africa, with its registered office address located at 22 Ennisdale Dr,
Durban North, Kwa-Zulu Natal, 4051, South Africa.

Main Object of the Company

Business activities not restricted.

Board of Directors

The Directors of Exim Routes (SA) PTY Limited as on the date of this Draft Red Herring Prospectus are as
follows:

S. No. Name of the Directors Designation

1. Avnish T Ramjee Director

Shareholding Pattern

The shareholding pattern of Exim Routes (SA) PTY Limited as on the date of this Draft Red Herring
Prospectus are as follows:

S. N. Name of the Shareholders No. of Shares % of total holding

Page 282 of 447

 1. Exim Routes Limited (Formerly Known as Exim Routes
1,00,000 100.00%
Private Limited)
Total 1,00,000 100.00%

Financial Performance

As this is the Company's first year of incorporation, the financial statements have not yet been filed and are
therefore currently unavailable.

4. Exim Routes PTE. LTD.

Exim Routes PTE. [Link] a private company incorporated on 20 December 2018 under the applicable laws
of The Companies Act (Chapter 50) of the Republic of Singapore, with the Unique Entity Number
201842540C. The company is registered in Republic of Singapore, with its registered office address located
at 11 Woodlands Close, #04-36H Woodlands 11, Singapore -737853.

Main Object of the Company

1) To engage in the wholesale trade of a diverse range of goods, without focusing on any specific
product, ensuring efficient procurement, distribution, and trade across various markets.
2) To provide services related to the collection, transportation, and disposal of non-hazardous and non-
toxic waste, ensuring compliance with environmental regulations and promoting sustainability.
3) To offer freight transport arrangements, facilitating the efficient movement of goods via various
modes of transportation, while ensuring timely and cost-effective delivery.

Board of Directors

The Directors of Exim Routes PTE. LTD. as on the date of this Draft Red Herring Prospectus are as follows:

S. No. Name of the Directors Designation

1. Yogesh Pratap Shishodia Director
2. Govind Rai Garg Director
3. Anne Sasikanth Director
4. Vaitheeswary Director

Shareholding Pattern

The shareholding pattern of Exim Routes PTE. [Link] on the date of this Draft Red Herring Prospectus are
as follows:

S. No. Name of the Shareholders No. of Shares % of total holding

1. Exim Routes Limited 3,500 100.00%
Total 3,500 100.00%

Financial Performance

Certain details of the financials of Exim Routes PTE. LTD. are set forth below:
(Value in Lakhs USD)

Page 283 of 447

 Particulars January 01,
January 01
2022 –
2023 - March
December 31,
31, 2024
2022
Total Income 87.96 114.51
Net Profit/ (Loss) 3.68 1.87
Share Capital 0.26 0.26
Reserve and Surplus 4.15 2.47
Net Worth 4.41 2.73
NAV per shares (in USD) 125.94 77.89
Earnings Per Share (EPS) (in USD)
· Basic 105.19 53.56
· Diluted 105.19 53.56
No. of Equity Shares (in numbers) 3,500 3,500

5. Good Earth SCM GmbH

Good Earth SCM GmbH is a private company incorporated on 7 March 2023 under the applicable laws of
The German Limited Liability Companies Act (GmbH-Gesetz - GmbHG), with the Registration number
HRB 251212B. The company is registered, with its registered office address located at Good Earth SCM
GmbH, Prenzlauer Allee 192, 10405 Berlin, Germany.

Main Object of the Company

1) To engage in the trade, import, export, and distribution of paper products, including but not limited
to raw materials, finished paper, and related goods, primarily sourced from Europe.
2) To establish and manage efficient logistics, warehousing, and supply chain operations to facilitate
seamless global trade and distribution of these products.

Board of Directors

The Directors of Good Earth SCM GmbH as on the date of this Draft Red Herring Prospectus are as follows:

S. No. Name of the Directors Designation

1. Aman Goel Director

Shareholding Pattern

The shareholding pattern of Good Earth SCM GmbH as on the date of this Draft Red Herring Prospectus are
as follows:

Sr. Name of the Shareholders No. of Shares % of total holding

No.
1. Aman Goel 7,500 30.00%
Exim Routes Limited (Formerly Known as Exim 17,500 70.00%
2. Routes Private Limited)
Total 25,000 100.00%

Page 284 of 447

Financial Performance

As this is the Company's first year of incorporation, the financial statements have not yet been filed and are
therefore currently unavailable.

This space has been left blank intentionally.

Page 285 of 447

 OUR GROUP ENTITIES

As per the Regulation 2 (1) (t) of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018
and on the basis of Accounting Standard (AS) 21 (Consolidated Financial Statements) below mention are
the details of Companies / Entities are the part of our group entities. No equity shares of our group entities
are listed on any of the stock exchange, and they have not made any public or rights issue of securities in
the preceding three years.

Below mention are the details of Companies / Entities promoted by the Promoters of our Company. No
equity shares of our group entities are listed on any of the stock exchange and they have not made any
public or rights issue of securities in the preceding three years.

A. The Group Companies of our Company are as follows:

1. Scan4health Diagnosis Private Limited

B. Other Group Entities of our Company:

Nil

Details of Group Companies

Scan4health Diagnosis Private Limited

Corporate Information

Scan4health Diagnosis Private Limited was incorporated on March 22, 2024, under the Companies Act,
2013 having CIN: U86909HR2024PTC120093. The registered office of the company is situated at D4,
EBD-65, Sector-65, Badshashpur, Gurgaon, Haryana, - 122101, India.

Main Object of the Company are:

1. Scan, Ultrasound, mammography, USG, Dexa, bio-imaging centres, magnetic resonance imaging
centres and radiological services, Gamma Camera radionuclide therapy or any other type of facilities
for the practice of any field, branch, discipline or system of medicines and surgeries and to work as
dispensing chemist and manufacturers, suppliers, traders, distributors of medicines, drugs,
pharmaceuticals, chemicals, cosmetics and general merchandise of all types and to manufacture, buy,
sell, rent, lease, import ,export trade, take on hire, repair, maintain, develop and to acquire all, types
of medical and surgical appliances and equipment.

2. To carry on the business of rendering treatment to persons suffering from cancer, to carry on research
therein and to train various persons in scientific methods of cancer treatment and to generally act as a
provider of various services in the treatment for and research in the field of oncology.

3. To carry on the business of establishing, developing, leasing, managing, operating and running of
medical service centres such as nursing care homes, hospitals, polyclinics, health resorts, health clubs,
in- patient and out-patient wards, laboratories, scanning, diagnostic and other medical amenity centres,
therapy units, theatres and allied consultation cells.

Page 286 of 447

 Board of Directors

The Directors of Scan4health Diagnosis Private Limited as on the date of this Draft Red Herring
Prospectus are as follows:

S. N. Name of the Directors Designation DIN

1. Charu Jora Director 10060952
2. Gopal Singal Director 10694068

Shareholding Pattern

The shareholding pattern of Scan4health Diagnosis Private Limited as on the date of this Draft Red
Herring Prospectus are as follows:

S. No. Name of the Shareholders No. of Equity % of total

Shares holding
1. Charu Jora 8,001 80.01%
2. Manish Goyal 1,000 10.00%
3. Krishan Kumar Jora 999 9.99%
Total 10,000 100%

Financial Performance

Details of the financials of Scan4health Diagnosis Private Limited are set forth below:
(Amt in lakhs)
Particulars March 22, 2024 to March 31, 2024
Total Income 8.40
Net Profit/ (Loss) (7.85)
Share Capital 1.00
Reserve and Surplus (18.74)
Net Worth (17.74)
NAV per shares (in rupees) (177.38)
Earnings Per Share (EPS) (in rupees)
· Basic (7.85)
· Diluted (7.85)
No. of Equity Shares (in numbers)
10,000

DECLARATIONS

• None of the entities in the Promoter Group Companies is restrained by any SEBI Order or have
everbecome defunct.
• None of the entities in the Promoter Group Companies is listed at any Stock Exchange nor have
suchentities made any public issue or right issue in the preceding three years.
• None of the entities in the Promoter Group Companies has become a sick company under the
meaning of Sick Industrial Companies (Special Provisions) Act, 1985 nor is under winding up or
liquidation.

LITIGATIONS

Page 287 of 447

For details on litigations and disputes pending against our Promoter Group and Group Companies please
refer to the section titled “Outstanding Litigations and Material Developments” on page 316 of the Draft
Red Herring Prospectus.

COMMON PURSUITS

There are no common pursuits by the group entity which are engaged in similar line of business as our
Company as on date of this Prospectus.

DEFUNCT GROUP COMPANIES

There are no defunct Group Companies of our Company as on the date of this Draft Red Herring
Prospectus.

UNDERTAKING / CONFIRMATIONS

Our Promoters and Group Companies confirm that they have not been declared as a willful defaulter by
the RBI or any other governmental authority and there have been no violations of securities laws
committed by them or any entities they are connected with in the past and no proceedings pertaining to
such penalties are pending against them.

None of the Promoters or Promoter Group Companies or persons in control of the Promoters has been:

i) Prohibited from accessing the capital market under any order or direction passed by SEBI or any
other authority; or
ii) Refused listing of any of the securities issued by such entity by any stock exchange, in India or
abroad. None of the Promoters is or has ever been a promoter, director or person in control of any
other company,which is debarred from accessing the capital markets under any order or direction
passed by the SEBI.

OTHER DETAILS OF GROUP COMPANIES/ENTITIES:

1. There are no defaults in meeting any statutory/ bank/ institutional dues.

2. No proceedings have been initiated for economic offences against our Group Companies/Entities.

NATURE AND EXTENT OF INTEREST OF GROUP COMPANIES

(a) In the promotion of our Company

None of our Group Companies have any interest in the promotion of our Company or any business
interest or other interests in our Company, except to the extent identified chapter titled “Financial
Information” on page 292 of this Draft Red Herring Prospectus.

(b) In the properties acquired or proposed to be acquired by our Company in the past 2 years
before filing the Draft Red Herring Prospectus with Stock Exchange

Page 288 of 447

 Our Group Companies do not have any interest in the properties acquired or proposed to be acquired
by our Company in the past 2 years before filing this Draft Red Herring Prospectus with Stock
Exchange.

(c) In transactions for acquisition of land, construction of building and supply of machinery

Except as disclosed in the financial information, none of our Group Companies is interested in any
transactions for the acquisition of land, construction of buildings or supply of machinery.

This space has been left blank intentionally.

Page 289 of 447

 RELATED PARTY TRANSACTION

For details on related party transactions of our Company, please refer to Note 37 of Restated Financial
Statements beginning on page 292 of this Draft Red Herring Prospectus.

This space has been left blank intentionally.

Page 290 of 447

 DIVIDEND POLICY

Under the Companies Act, an Indian company pays dividends upon a recommendation by its Board of
Directors and approval by a majority of the shareholders, who have the right to decrease but not to increase
the amount of dividend recommended by the Board of Directors, under the Companies Act, dividends may
be paid out of profits of a company in the year in which the dividend is declared or out of the undistributed
profits or reserves of the previous years or out of both.

Our Company does not have a formal dividend policy. Any dividends to be declared shall be recommended
by the Board of Directors depending upon the financial condition, results of operations, capital requirements
and surplus, contractual obligations and restrictions, the terms of the credit facilities and other financing
arrangements of our Company at the time a dividend is considered, and other relevant factors and approved
by the Equity Shareholders at their discretion.

Dividends are payable within 30 days of approval by the Equity Shareholders at the Annual General Meeting
of our Company. When dividends are declared, all the Equity Shareholders whose names appear in the
register of members of our Company as on the “record date” are entitled to be paid the dividend declared by
our Company.

Any Equity Shareholder who ceases to be an Equity Shareholder prior to the record date, or who becomes an
Equity Shareholder after the record date, will not be entitled to the dividend declared by our Company.

We have not declared dividend in any Financial Year.

This space is left blank intentionally.

Page 291 of 447

 SECTION VI – FINANCIAL INFORMATION

FINANCIAL STATEMENT AS RESTATED

Particulars Page No
Restated Standalone Financial Statement with Auditor report F-1 to F-33
Restated Consolidated Financial Statement with Auditor report F-34 to F-73

This space has been left blank intentionally

Page 292 of 447

Independent Auditor’s Examination Report on Restated Standalone Financial Information in
connection with the Proposed Initial Public Offering of Exim Routes Limited (Formerly Known as
Exim Routes Private Limited)

The Board of Directors

Exim Routes Limited,
(Formerly known as Exim Routes Private Limited)
421, 4th Floor, Suncity Success Tower,
Golf Course Extension Road, Sector-65, Gurugram,
Haryana- 122101

Dear Sirs,
1. We have examined, the attached Restated Standalone Financial Information of Exim Routes Limited
(Formerly known as “Exim Routes Private Limited”) (referred to as “the Company” or the “Issuer”)
comprising the Restated Standalone Statement of Assets and Liabilities as at March 31, 2025, March
31, 2024, March 31, 2023, the Restated Standalone Statement of Profit and Loss and the Restated
Standalone Statement of Cash Flows for the financial year’s ended March 31, 2025, 2024 and 2023
and the statement of significant accounting policies, notes to accounts and other explanatory
information (collectively, the “Restated Standalone Financial Information”), as prepared and
approved by the Board of Directors of the Company at their meeting held on 2 June 2025 for the
purpose of inclusion in the Draft Red Herring Prospectus/Red Herring Prospectus/Prospectus
(referred to as “Offer Document”) prepared by the Company in connection with its proposed Initial
Public Offer of equity shares (“IPO”) on the SME platform of NSE Limited (“NSE Emerge”).

2. This Restated Standalone Financial Information have been prepared in accordance with the
requirements of prepared in terms of the requirements of:

a. Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act") read with
Companies (Prospectus and Allotment of Securities) Rules 2014;

b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations 2018 (“ICDR Regulations”) issued by the Securities and Exchange Board of
India (“SEBI”) in pursuance to Section 11 of the Securities and Exchange Board of India
Act, 1992 and related amendments / clarifications from time to time;

c. The terms of reference to our engagements with the Company requesting us to carry out the
assignment, in connection with the Offer Document being issued by the Company for its
proposed IPO of equity shares on SME Platform of NSE Limited; and

d. The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by The
Institute of Chartered Accountants of India (“ICAI”), as amended from time to time (the
“Guidance Note”).

Management Responsibility for the Restated Standalone Financial Information

3. The Company’s Board of Directors is responsible for the preparation of the Restated Standalone
Financial Statement & other financial information for the purpose of inclusion in the Offer document
to be filed with Securities and Exchange Board of India, the stock exchanges i.e. National Stock

F-1
 Exchange and Registrar of Companies, NCT of Delhi & Haryana (“ROC”) in connection with the
proposed IPO. The Restated Standalone Financial Information have been prepared by the
management of the Company on the basis of preparation stated in Annexure 2 to the Restated
Standalone Financial Information.

4. The responsibilities of the Board of Directors of the Company include designing, implementing, and
maintaining adequate internal control relevant to the preparation and presentation of the Restated
Standalone Financial Information. The Board of Directors are also responsible for identifying and
ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.

Auditor’s Responsibilities
5. We have examined such Restated Standalone Financial Information taking into consideration:

i. The terms of reference and terms of our engagement agreed upon with you in accordance with
our engagement letter dated 17 April 2025 in connection with the proposed IPO of equity
shares of the Company;

ii. The Guidance Note - The Guidance Note also requires that we comply with the ethical
requirements of the Code of Ethics issued by the ICAI;

iii. Concepts of test checks and materiality to obtain reasonable assurance based on verification
of evidence supporting the Restated Standalone Financial Information; and

iv. 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.

6. These restated standalone financial information have been compiled by the management from the
audited financial statements for the financial years ended on March 31, 2025, March 31, 2024 and
March 31, 2023; prepared in accordance with the with the accounting standards notified under the
section 133 of the Act (“Indian GAAP”) and other accounting principles generally accepted in India,
at the relevant time, which have been approved by the Board of Directors at their meetings held on
19 May 2025, 15 July 2024 and September 2, 2023 respectively.

7. For the purpose of our examination, we have relied on:

a) Auditors’ Report issued by us on Standalone financial statements of the Company as at and

for the year ended March 31, 2025 dated 19 May 2025.

b) Auditors’ Report issued by other auditor viz. Mayank Kumar & Associates on Standalone
financial statements of the Company as at and for the year ended March 31, 2024 & March
31, 2023 dated 15 July 2024 & 2 September 2023 respectively.

c) Restatement adjustments made to such audited financial statements [referred to in 6 above]

to comply with the requirements specified in Paragraph-2 above, along with the basis of

F-2
 preparation set out in Annexure-2 to the Restated Standalone Financial Information and
statement of reconciliation thereof set out in Annexure- 3A, have been audited by us.

8. Based on our examination and according to the information and explanations given to us, we report
that the Restated Standalone Financial Information:

a) Have been arrived at after making such adjustments and regroupings to the audited financial
statements of the Company, as in our opinion were appropriate and more fully described in
Significant Accounting Policies and Notes to Accounts as set out in Annexure 2 to Annexure-
55 to this Report

b) The Restated Standalone Financial Information have been made after incorporating
adjustments for:

i. The changes, if any, in accounting policies retrospectively in respective financial years

to reflect the same accounting treatment as per the changed accounting policy for all the
reporting years.
ii. Prior period and other material amount in the respective financial years to which they
relate
iii. Extra-ordinary items, if any, that needs to be disclosed separately in the accounts
requiring adjustments, which are stated in the Notes to Accounts wherever applicable

c) does not contain any qualifications requiring adjustments.

d) have been prepared in accordance with the Act, the ICDR Regulations and the Guidance
Note.

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 other auditor (Mayank Kumar & Associates), nor should this report be
construed as a new opinion on any of the financial statements referred to herein.

10. We, M/s NKSC & Co, Chartered Accountants have been subjected to the peer review process of the
Institute of Chartered Accountants of India (“ICAI”) and hold a valid peer review certificate issued
by the “Peer Review Board” of the ICAI bearing number 014317.

11. The Restated Standalone 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 6 above.

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

13. Our report is intended solely for use of the management and for inclusion in the Offer Document 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.

14. In our opinion, the above financial information contained in these restated standalone financial
information read with the respective Significant Accounting Polices and Notes to Accounts as set

F-3
 out, are prepared after making adjustments and regrouping as considered appropriate and have been
prepared in accordance with the Act, ICDR Regulations, Engagement Letter and Guidance Note and
give a true and fair view in conformity with the accounting principles generally accepted in India, to
the extent applicable.

For NKSC & Co.

Chartered Accountants
Firm Registration No.: 020076N

Sd/-
CA Priyank Goyal
Partner
Membership No.: 521986
UDIN: 25521986BMNYRA4720

Date: June 02, 2025

Place: New Delhi

F-4
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Restated Standalone Balance sheet as at March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

As at
Particulars Annexure
March 31, 2025 March 31, 2024 March 31, 2023

Equity and Liabilities

Shareholders' funds
Share capital 3 689.12 10.00 10.00
Reserves and surplus 4 870.83 107.70 45.72
1,559.95 117.70 55.72

Non-current liabilities
Long-term borrowings 5 188.54 72.48 -
Long-term provisions 6 21.57 11.14 11.26
210.11 83.62 11.26

Current liabilities
Short-term borrowings 7 85.99 73.95 285.54
Trade payables 8
- total outstanding dues of micro enterprises and small enterprises 13.86 - -
- total outstanding dues of creditors other than micro enterprises and small enterprises 168.80 52.37 36.33
Other current liabilities 9 60.47 51.18 18.63
Short-term provisions 10 123.41 24.62 0.02
452.53 202.12 340.52
Total Equity and Liabilities 2,222.59 403.44 407.50

Assets
Non current assets
Property, plant and equipment 11 17.19 99.37 37.91
Intangible assets 11(A) 0.67 0.10 -
Intangible assets under development 12 509.03 16.30 -
Non current investments 13 79.94 75.19 8.39
Deferred tax asset (net) 14 13.80 7.12 5.95
Long-term loans and advances 15 - - 0.46
Other non-current assets 16 4.06 2.10 12.10
624.69 200.18 64.81
Current assets
Inventories 17 - 12.84 12.84
Trade receivables 18 861.57 116.72 203.43
Cash and bank balances 19 188.78 10.57 21.77
Short-term loans and advances 20 546.54 62.94 104.65
Other current assets 21 1.01 0.19 -
1,597.90 203.26 342.69
Total Assets 2,222.59 403.44 407.50

Restated standalone summary of significant accounting policies 2

The accompanying annexure form an integral part of these restated standalone financial statements.
As per our report of even date.

For NKSC & Co. For and on behalf of Board of Directors of

Chartered Accountants EXIM ROUTES LIMITED
Firm Registration Number: 020076N

Sd/- Sd/- Sd/-

Priyank Goyal Manish Goyal Pallav Singal

Partner Chief Executive Officer and Director Director
Membership No.: 521986 DIN No.: 08126341 DIN No.: 03143594
UDIN: 25521986BMNYRA4720

Sd/- Sd/-

Govind Rai Garg Richa Anand

Chief Financial Officer Company Secretary
PAN No. BEGPG7344E Membership No.: A64649

Place: New Delhi Place: Gurugram

Date: 02-June-2025 Date: 02-June-2025

F-5
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Restated Standalone Statement of Profit and Loss for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

Year ended
Particulars Annexure
March 31, 2025 March 31, 2024 March 31, 2023

Income
Revenue from operations 22 1,915.26 520.34 1,273.78
Other income 23 30.27 0.05 1.68
Total income 1,945.53 520.39 1,275.46

Expenses
Purchase of stock-in-trade 24 1,152.81 111.07 173.95
Change in inventory of stock-in-trade 25 - - 1.37
Cost of services 26 15.52 1.80 636.13
Employee benefits expense 27 129.37 182.96 270.52
Finance cost 28 22.34 3.34 1.25
Depreciation and amortisation expense 29 24.29 24.28 14.80
Other expenses 30 126.19 109.20 138.72
Total expenses 1,470.52 432.65 1,236.74

Profit before exceptional items, extraordinary item and tax 475.01 87.74 38.72

Profit before tax 475.01 87.74 38.72

Tax expense
- Current tax 127.06 26.93 12.66
- Deferred tax (6.68) (1.17) (4.27)
Total tax expense 120.38 25.76 8.39

Profit after tax 354.63 61.98 30.33

Earnings per equity share (face value of ₹ 5 each, previous year: ₹ 10): 31
- Basic and Diluted earnings per share before issue of bonus issue(in ₹) 2.75 61.98 30.33
'- Basic and Diluted earnings per share after issue of bonus issue(in ₹) 2.75 0.52 0.25

Restated standalone summary of significant accounting policies 2

The accompanying annexure form an integral part of these standalone financial statements.

As per our report of even date.

For NKSC & Co. For and on behalf of Board of Directors of

Chartered Accountants EXIM ROUTES LIMITED
Firm Registration Number: 020076N

Sd/- Sd/- Sd/-

Priyank Goyal Manish Goyal Pallav Singal

Partner Chief Executive Officer and Director Director
Membership No.: 521986 DIN No.: 08126341 DIN No.: 03143594
UDIN: 25521986BMNYRA4720

Sd/- Sd/-

Govind Rai Garg Richa Anand

Chief Financial Officer Company Secretary
PAN No. BEGPG7344E Membership No.: A64649

Place: New Delhi Place: Gurugram

Date: 02-June-2025 Date: 02-June-2025

F-6
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Restated Standalone Cash Flow Statement for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

A. Cash flow from operating activities

Restated Profit before tax 475.01 87.74 38.72
Adjustments for:
Depreciation and amortisation expenses 24.29 24.28 14.80
Profit on sale of property, plant and equipment (0.42) - -
Property, plant and equipment written off 2.11 - -
Interest income (7.07) (1.00)
Unrealised foreign exchange gain/(loss) (net) (14.96) 0.65 (0.68)
Bad debts - 8.29 -
Inventory written off 12.84 - -
Asset written off 0.13 0.38 2.94
Finance costs 22.34 3.34 1.25
Operating profit before working capital changes 514.27 124.68 56.03

Adjustments for (increase)/decrease in:

Trade receivables (730.02) 77.77 (74.54)
Inventories - - 1.37
Short-term loans and advances (483.60) (25.39) 65.58
Other non-current assets (1.96) 10.00 -
Other current assets (0.82) (0.19) 2.85

Adjustments for increase/(decrease) in:

Trade payables 130.29 15.65 (65.14)
Other current liabilities 7.89 32.55 (10.82)
Provision for gratuity 12.17 0.36 4.45
Cash generated from/(used in) operations (551.78) 235.43 (20.22)

Less: Taxes paid (net) (30.01) (2.34) (0.90)

Net Cash generated from/(used in) operating activities (581.79) 233.09 (21.12)

B. Cash flow from investing activities

Purchase/sale of property, plant & equipment, intangible assets, intangible assets under development and (437.11) (35.04) (95.75)
capital advance (net)
Interest received 7.07 - 1.00
Purchase of investments (4.75) (66.80) (0.94)
Net cash used in investing activities (434.79) (101.84) (95.69)

C. Cash flow from financing activities

Proceeds from issue of share capital including security premium (net of share issue expense) 1,087.62 - -
Proceeds from long-term borrowings (net) 234.61 100.27 -
(Repayment) of long-term borrowings (60.35) - -
Proceeds/(repayment) from short-term borrowings (net) (46.16) (239.38) 138.31
Interest paid (15.45) (1.30) (1.25)
Other borrowing costs paid (5.48) (2.04) -
Net cash generated from/(used in) financing activities 1,194.79 (142.45) 137.06

Net increase/(decrease) in cash and cash equivalents (A+B+C) 178.21 (11.20) 20.25
Cash and cash equivalents at the beginning of the year 10.57 21.77 1.52
Cash and cash equivalents at end of the year 188.78 10.57 21.77

…Space intentionally left blank…

F-7
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Restated Standalone Cash Flow Statement for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

Notes to Cash Flow Statement

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

(i). Cash and cash equivalents comprises of:

Balances with banks
- In current accounts 169.32 10.57 20.70
Cash on hand 1.00 - 1.07
Remittance in transit 18.46 - -
Total 188.78 10.57 21.77

(ii). The accompanying annexure form an integral part of the restated standalone financial statements.
(iii). The above restated standalone cash flow statement has been prepared under the indirect method set out in AS-3 (Cash Flow Statements) as specified under Section 133
of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

Restated standalone summary of significant accounting policies 2

As per our report of even date.

For NKSC & Co. For and on behalf of the Board of Directors of
Chartered Accountants EXIM ROUTES LIMITED
ICAI Firm Registration No.: 020076N

Sd/- Sd/- Sd/-

Priyank Goyal Manish Goyal Pallav Singal

Partner Chief Executive Officer and Director Director
ICAI Membership No.: 521986 DIN No.: 08126341 DIN No.: 03143594
UDIN: 25521986BMNYRA4720

Sd/- Sd/-

Govind Rai Garg Richa Anand

Chief Financial Officer Company Secretary
PAN No. BEGPG7344E Membership No.: A64649

Place: New Delhi Place: Gurugram

Date: 02-June-2025 Date: 02-June-2025

F-8
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

3 Annexure 3 - Restated Statement of Share Capital

(i) The Company has one classes of shares i.e. Equity Shares having a face value of ₹ 5 per share
As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
No. of shares Amount No. of shares Amount No. of shares Amount
Authorised shares
Equity shares of ₹ 5 each fully paid (previous years: ₹ 10) (refer footnote a & b ) 3,00,00,000 1,500.00 1,50,000 15.00 1,50,000 15.00
3,00,00,000 1,500.00 1,50,000 15.00 1,50,000 15.00
Issued, subscribed and fully paid up shares
Equity shares of ₹ 5 each fully paid (previous years: ₹ 10) 1,37,82,400 689.12 1,00,000 10.00 1,00,000 10.00
1,37,82,400 689.12 1,00,000 10.00 1,00,000 10.00

Footnote:
(a) During the year ended March 31, 2025, the shareholders of the Company at their meeting held on July 01, 2024 had approved the increase of authorised shares from 1,50,000 equity shares
of face value of ₹ 10 each to 1,50,00,000 equity shares of face value of ₹ 10 each.
(b) During the year ended March 31, 2025, the shareholders of the Company at their meeting held on August 07, 2024 had approved the sub-division of authorised shares from 1,50,00,000
equity shares of face value of ₹ 10 each into 3,00,00,000 equity shares of face value of ₹ 5 each.

(ii) Reconciliation of the number of equity shares and amount outstanding at the beginning and end of the year
As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
No. of shares Amount No. of shares Amount No. of shares Amount
Equity shares of ₹ 5 each fully paid (previous years: ₹ 10)
Shares outstanding at the beginning of the year 1,00,000 10.00 1,00,000 10.00 1,00,000 10.00
Issued during the year for a consideration received other than cash {refer footnote (c)
63,68,000 636.80 - - - -
and (e)}
Issued during the year {refer footnote (d) and (g)} 7,52,800 42.32 - - - -
Spiliting of shares of face value from ₹ 10 to ₹ 5 {refer footnote (f)} 65,61,600 - - - - -
Shares outstanding at the end of the year 1,37,82,400 689.12 1,00,000 10.00 1,00,000 10.00

Footnotes:
(c) During the current year, the shareholders of the Company at its meeting held on July 16, 2024 had approved a scheme of bonus issue in the proportion of 9 New Equity Shares for every 1
Equity Share a total sum of amounting ₹ 90.00 lacs out of the Company’s Reserve and Surplus be capitalized and that the said sum so capitalized be applied in paying up in full at par
9,00,000 new Equity Shares of ₹ 10/- each (hereinafter referred to as the “Bonus Shares”) in the Share Capital of the Company.
(d) During the current year, the shareholders of the Company has made a private placement of 93,600 fully paid-up equity shares of face value of ₹ 10/- each at issue price of ₹ 640 (including
premium of ₹ 630) per share on July 25, 2024.
(e) During the current year, the shareholders of the Company at its meeting held on July 31, 2024 had approved a scheme of bonus issue in the proportion of 5 New Equity Shares for every 1
Equity Share a total sum of amounting Rs. 546.80 out of the Securtiy premium reserve's be capitalized and that the said sum so capitalized be applied in paying up in full at par 54,68,000
new Equity Shares of ₹ 10/- each (hereinafter referred to as the “Bonus Shares”) in the Share Capital of the Company.
(f) During the current year, the shareholders of the company has split its 1 share of ₹ 10 each to 2 shares of ₹ 5 each per share on August 07, 2024.
(g) During the current year, the shareholders of the Company has made a private placement of 6,59,200 fully paid-up equity shares of face value of ₹ 5/- each at issue price of ₹ 76.20 (including
premium of ₹ 71.20) per share on January 07, 2025.

(iii) Terms/rights attached to equity shares

Voting
Each shareholder is entitled to one vote per share held.

Dividends
The Company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in ensuing Annual General Meeting
except in the case where interim dividend is distributed. The Company has not distributed any dividend in the current and previous years.

Liquidation
In the event of liquidation of the Company, the shareholders shall be entitled to receive all of the remaining assets of the Company after distribution of all preferential amounts, if any. Such
distribution amounts will be in proportion to the number of equity shares held by the shareholders.

(iv) The Company does not have any holding company.

(v) Detail of shareholders holding more than 5% of equity share of the Company
As at
Name of shareholders
March 31, 2025 March 31, 2024 March 31, 2023
Number Percentage Number Percentage Number Percentage
Manish Goyal 75,79,680 55.00% 70,000 70.00% 70,000 70.00%
Govind Rai Garg 14,33,280 10.40% 20,000 20.00% 20,000 20.00%
Vijay Rathi 1,18,800 0.86% 10,000 10.00% 10,000 10.00%
Yogesh Pratap Shishodia 7,16,640 5.20% - 0.00% - 0.00%
98,48,400 71.46% 1,00,000 100.00% 1,00,000 100.00%

F-9
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

(vi) Details of shares held by promoters and promoters group

Equity shares of ₹ 5 each (previous years: ₹ 10), fully paid up held by:
As at
Name of promoters
March 31, 2025 March 31, 2024 March 31, 2023
% of % Change % Change
% of total % of total
No. of shares total No. of shares during the year No. of shares during the year
shares shares
shares
Manish Goyal 75,79,680 55.00% 70,000 70.00% -21.44% 70,000 70.00% 0.00%
Vijay Rathi* 1,18,800 0.86% 10,000 10.00% -91.38% 10,000 10.00% 0.00%
Prem Lata Goyal 2,40,000 1.74% - 0.00% 100.00% - 0.00% 0.00%
Yogesh Goyal 4,80,000 3.48% - 0.00% 100.00% - 0.00% 0.00%
Sushila Jora 1,20,000 0.87% - 0.00% 100.00% - 0.00% 0.00%
Govind Rai Garg 14,33,280 10.40% 20,000 20.00% -48.00% 20,000 20.00% 0.00%
99,71,760 72.35% 1,00,000 100.00% -27.65% 1,00,000 100.00% 0%

*During the FY 24-25 the company has reclassified Mr. Vijay Rathi from promoter to public.

(vii). Aggregate number of bonus shares issued and shares issued for consideration other than cash during the period of five years immediately preceding the reporting date:

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
No. of shares Amount No. of shares Amount No. of shares Amount
Equity shares allotted as fully paid-up pursuant to fully paid up bonus shares 63,68,000 636.80 - - - -
63,68,000 636.80 - - - -

(viii) No class of shares have been bought back by the Company during the period of five years immediately preceding the reporting date.

(ix) No shares are reserved for issue under options and contracts or commitments during any reporting period.

F-10
 EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

3A Annexure 3A - Restated Statement of Material Adjustments

I. Summarised below are the Restatement adjustments made to the profit after tax of the Audited Financial Statements of the Company for the years ended
March 31, 2025, March 31, 2024 and March 31, 2023 their consequential impact on the profit/ (loss) of the Company:

For the year ending

Particulars
March 31, 2025 March 31, 2024 March 31, 2023

A) Net profit after tax as per audited financials statements 355.69 54.69 31.85

B) Adjustments
(i) Adjustments due to prior period items
- Gratuity - 11.28 (4.45)
- Earlier year tax adjustment (1.06) (1.05) (0.01)

(ii) Tax impact on adjustments in (i), as applicable - (2.93) 2.93

Total adjustments (1.06) 7.29 (1.52)

Restated profit after tax (A+B) 354.63 61.98 30.33

II. Reconciliation of the Opening Balance of Surplus of Profit and Loss under Reserves and Surplus for the FY 2022-23:
As on
Particulars
April 01, 2022

(A) Opening Balance of surplus as at April 01, 2022 22.22

Add/(Less) : Adjustments due to prior period items-

-Gratuity expense (6.83)

(B) Total adjustments (6.83)

Restated Opeing Balance of surplus as at April 01, 2022 (A+B) 15.39

III. Summarised below are the Restatement adjustments made to the profit after tax of the Audited Financial Statements of the Company for the years ended
March 31, 2025, March 31, 2024 and March 31, 2023 and their consequential impact on the shareholder funds of the Company:

For the year ending

Particulars
March 31, 2025 March 31, 2024 March 31, 2023

A) Total Shareholder's funds as per audited financials statements 1,559.95 118.75 64.07

Opening reserves adjustment for the year ended March 31, 2023 (Refer note II) (1.06) (8.36) (6.83)

B) Adjustments

(i) Adjustments due to prior period items

- Gratuity - 11.28 (4.45)
- Earlier year tax adjustment 1.06 (1.05) (0.01)

(ii) Tax impact on adjustments in (i), as applicable - (2.93) 2.93

Total adjustments - (1.05) (8.35)

Restated shareholder's funds (A+B) 1,559.95 117.70 55.72

IV. Non Adjusting items

There are no non adjusting items.

F-11
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

4 Annexure 4 - Restated Statement of Reserves and surplus

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Profit and Loss

Opening balance (refer annexure 3A (II)) 107.70 45.72 15.39
Add: Profit for the year 354.63 61.98 30.33
Less: Surplus utilised for issue of bonus shares during the year (90.00) - -
Closing Balance 372.33 107.70 45.72

Securities Premium
Opening balance - - -
Add: Additions during the year 1,059.03 - -
Less: Premium utilised for issue of bonus shares during the year (546.80) - -
Less: Share issue expenses (13.73) - -
Closing Balance 498.50 - -
Total Reserves and surplus 870.83 107.70 45.72

5 Annexure 5 - Restated Statement of Long-term borrowings

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Unsecured term loans

- from Banks 98.25 50.00 -
- from NBFCs 176.28 50.27 -
274.53 100.27 -
Less: Current Maturities

Unsecured term loans

- from Banks (28.00) (13.94) -
- from NBFCs (57.99) (13.85) -
(85.99) (27.79) -
Total 188.54 72.48 -

Footnotes:
(i) Loans from banks
Sanction As at
Name of Bank Loan type Purpose ROI Tenure Security EMI
limit March 31, 2025 March 31, 2024 March 31, 2023
Deutsche Bank Unsecured Working capital 16.75% 25.00 36 months Not Applicable 0.89 - 25.00 -
Deutsche Bank* Unsecured Working capital 16.50% 40.00 36 months Not Applicable 1.41 40.00 - -
IDFC First Bank Unsecured Working capital 16.00% 40.80 36 months Not Applicable 1.43 40.26 - -
Standard Chartered Bank Unsecured Working capital 16.50% 25.00 36 months Not Applicable 0.89 17.99 25.00 -
Total 98.25 50.00 -

(ii) Loans from NBFCs

Sanction As at
Name of Financial institutions Loan type Purpose ROI Tenure Security EMI
limit March 31, 2025 March 31, 2024 March 31, 2023
Moneywise Financial Services Private Limited Unsecured Working capital 18.25% 30.27 36 months Not Applicable 1.10 21.93 30.27 -
Tata Capital Limited Unsecured Working capital 18.00% 20.00 36 months Not Applicable 0.72 - 20.00 -
Tata Capital Limited Unsecured Working capital 17.50% 35.23 36 months Not Applicable 1.26 35.23 - -
Hero Fincorp Limited* Unsecured Working capital 18.00% 25.13 36 months Not Applicable 0.91 25.09 - -
Poonawalla Fincorp Limited Unsecured Working capital 18.00% 30.39 36 months Not Applicable 1.10 30.39 - -
SMFG India Credit Co Ltd Unsecured Working capital 17.50% 28.19 36 months Not Applicable 1.40 28.19 - -
Ugro Capital Limited Unsecured Working capital 18.00% 35.45 36 months Not Applicable 1.28 35.45 - -
Total 176.28 50.27 -

*Personal gurantee of following directors:

-Manish Goyal
-Govind Rai Garg

6 Annexure 6 - Restated Statement of Long term provisions

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Provision for gratuity (refer annexure 33) 21.57 11.14 11.26

Total 21.57 11.14 11.26

F-12
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

7 Annexure 7 - Restated Statement of Short-term borrowings

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Unsecured

(a) Loan from related parties (refer annexure 37)

Loan from related parties {refer footnote} - 46.16 285.54

(b) Current maturities of long-term borrowings

Term loans
- from Banks 28.00 13.94 -
- from NBFCs 57.99 13.85 -
Total 85.99 73.95 285.54

Footnote:

The Company has taken following unsecured loans from related parties (refer annexure 37):
As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Manish Goyal - 22.28 255.48

Govind Rai Garg - - 8.09
Vijay Kumar Rathi - 23.88 21.97
Total - 46.16 285.54

Note:
All related party loans are interest-free and repayable on demand.

8 Annexure 8 - Restated Statement of Trade payables

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Total outstanding due to micro enterprises and small enterprises (refer annexure 36) 13.86 - -
Total outstanding due to other than micro enterprises and small enterprises (refer annexure 37) 168.80 52.37 36.33
Total 182.66 52.37 36.33

Footnotes:
i). Trade payables other than due to MSMEs are non-interest bearing and are normally settled in the Company's operating cycle.
ii). The Company does not have any unbilled trade payables as at March 31, 2025, March 31, 2024 and Mrach 31, 2023
iii). Ageing schedule for trade payables - March 31, 2025
Oustanding as at March 31, 2025 from due date of payment for
Particulars
Not Due Less than 1 year 1-2 Years 2-3 Years More than 3 years Total

Micro enterprises and small enterprises 9.88 3.98 - - - 13.86

Other than micro enterprises and small enterprises 144.05 24.75 - - - 168.80
Disputed Dues - Micro enterprises and small enterprises - - - - - -
Disputed Dues - Other than micro enterprises and small enterprises - - - - - -
Total 153.93 28.73 - - - 182.66

Ageing schedule for trade payables - March 31, 2024

Oustanding as at March 31, 2024 from due date of payment for
Particulars
Not Due Less than 1 year 1-2 Years 2-3 Years More than 3 years Total

Micro enterprises and small enterprises - - - - - -

Other than micro enterprises and small enterprises - 51.62 0.75 - - 52.37
Disputed Dues - Micro enterprises and small enterprises - - - - - -
Disputed Dues - Other than micro enterprises and small enterprises - - - - - -
Total - 51.62 0.75 - - 52.37

Ageing schedule for trade payables - March 31, 2023

Oustanding as at March 31, 2023 from due date of payment for
Particulars
Not Due Less than 1 year 1-2 Years 2-3 Years More than 3 years Total

Micro enterprises and small enterprises - - - - - -

Other than micro enterprises and small enterprises - 36.33 - - - 36.33
Disputed Dues - Micro enterprises and small enterprises - - - - - -
Disputed Dues - Other than micro enterprises and small enterprises - - - - - -
Total - 36.33 - - - 36.33

F-13
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

9 Annexure 9 - Restated Statement of Other current liabilities

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Interest accrued but not due on borrowings 2.70 1.30 -

Employee related payables (refer annexure 37) 1.40 16.41 11.60
Expenses payable 2.70 2.33 1.28
Statutory dues payable 33.10 4.84 5.75
Other payables
Payable for investment (refer footnote and annexure 37) 20.57 26.30 -
Total 60.47 51.18 18.63

Footnote:
(a) The Company has acquired equity shares of Good Earth SCM GmbH and incorporated Exim Routes UK Ltd in year ended March 31, 2024 (refer note 13). The Company has not paid ₹ 26.30 lacs in year ended March 31,
2024 due to ODI compliances.
(b) The Company has acquired equity shares of Good Earth SCM GmbH and incorporated Exim Routes SA (Pty) Ltd in year ended March 31, 2024 and March 31, 2025 respectively (refer note 13). The Company has not
paid ₹ 20.57 lacs in year ended March 31, 2025 due to ODI compliances.

10 Annexure 10 - Restated Statement of Short-term provisions

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Provision for income tax (net of advance tax) 121.17 24.12 -

Provision for gratuity (refer annexure 33) 2.24 0.50 0.02
Total 123.41 24.62 0.02

…Space intentionally left blank…

fF-14
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

11 Annexure 11 - Restated Statement of Property, plant and equipment

Financial year 2024-2025

Gross block (at cost) Accumulated depreciation Net block
Particulars As at Disposals/ As at As at Charge for Deletions/ As at As at As at
Additions
April 01, 2024 Adjustments March 31, 2025 April 01, 2024 the year Adjustments March 31, 2025 April 01, 2024 March 31, 2025

Computers 21.84 2.40 7.20 17.04 14.36 5.33 5.29 14.40 7.48 2.64
Office equipments 35.73 0.26 21.52 14.47 24.63 4.59 17.46 11.76 11.10 2.71
Furniture & fixtures 9.65 0.10 - 9.75 4.13 1.51 - 5.64 5.52 4.11
Plant & Machinery 82.87 - 71.84 11.03 10.77 11.87 17.16 5.48 72.10 5.55
Vehicles 5.18 - - 5.18 2.01 0.99 - 3.00 3.17 2.18
Total 155.27 2.76 100.56 57.47 55.90 24.29 39.91 40.28 99.37 17.19

Financial year 2023-2024

Gross block (at cost) Accumulated depreciation Net block
Particulars As at Disposals/ As at As at Charge for Deletions/ As at As at As at
Additions
April 01, 2023 Adjustments March 31, 2024 April 01, 2023 the year Adjustments March 31, 2024 April 01, 2023 March 31, 2024

Computers 14.19 7.65 - 21.84 8.41 5.95 - 14.36 5.78 7.48

Office equipments 33.15 2.58 - 35.73 16.65 7.98 - 24.63 16.50 11.10
Furniture & fixtures 7.52 2.13 - 9.65 2.62 1.51 - 4.13 4.90 5.52
Plant & Machinery 9.49 73.38 - 82.87 3.37 7.40 - 10.77 6.12 72.10
Vehicles 5.18 - - 5.18 0.57 1.44 - 2.01 4.61 3.17
Total 69.53 85.74 - 155.27 31.62 24.28 - 55.90 37.91 99.37

Financial year 2022-2023

Gross block (at cost) Accumulated depreciation Net block
Particulars As at Disposals/ As at As at Charge for Deletions/ As at As at As at
Additions
April 01, 2022 Adjustments March 31, 2023 April 01, 2022 the year Adjustments March 31, 2023 April 01, 2022 March 31, 2023

Computers 9.39 4.80 - 14.19 3.46 4.95 - 8.41 5.93 5.78

Office equipments 18.87 14.28 - 33.15 9.89 6.76 - 16.65 8.98 16.50
Furniture & fixtures 4.00 3.52 - 7.52 1.42 1.20 - 2.62 2.58 4.90
Plant & Machinery 8.61 0.88 - 9.49 2.05 1.32 - 3.37 6.56 6.12
Vehicles - 5.18 - 5.18 - 0.57 - 0.57 - 4.61
Total 40.87 28.66 - 69.53 16.82 14.80 - 31.62 24.05 37.91

Footnotes:
1. The Company has not carried out any revaluation of property, plant and equipment for the years ended March 31, 2025, March 31, 2024 and March 31, 2023.
2. There are no impairment losses recognised for the years ended March 31, 2025, March 31, 2024 and March 31, 2023.
3. Refer annexure 29 for depreciation.

F-15
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

11(A) Annexure 11(A) - Restated Statement of Intangible assets

Financial year 2024-2025

Gross block (at cost) Accumulated depreciation Net block
Particulars As at Disposals/ As at As at Charge for Deletions/ As at As at As at
Additions
April 01, 2024 Adjustments March 31, 2025 April 01, 2024 the year Adjustments March 31, 2025 April 01, 2024 March 31, 2025

Trademark 0.10 0.57 - 0.67 - - - - 0.10 0.67

Total 0.10 0.57 - 0.67 - - - - 0.10 0.67

Financial year 2023-2024

Gross block (at cost) Accumulated depreciation Net block
Particulars As at Disposals/ As at As at Charge for Deletions/ As at As at As at
Additions
April 01, 2023 Adjustments March 31, 2024 April 01, 2023 the year Adjustments March 31, 2024 April 01, 2023 March 31, 2024

Trademark - 0.10 - 0.10 - - - - - 0.10

Total - 0.10 - 0.10 - - - - - 0.10

F-16
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

12 Annexure 12 - Restated Statement of Intangible assets under development

Particulars As at
March 31, 2025 March 31, 2024 March 31, 2023

Opening balance 16.30 - -

Additions during the year:

Software development cost 382.13 16.30 -
Salary cost 110.60 - -

Capitalised during the year - - -

Closing Balance 509.03 16.30 -

(i) Ageing schedule for Intangible assets under development

Particulars March 31, 2025 March 31, 2024 March 31, 2023

Projects in progress (ERIS App)

Less than 1 year 492.73 16.30 -
1-2 Years 16.30 - -
2-3 Years - - -
More than 3 year - - -
Total 509.03 16.30 -

(ii) There are no projects whose completion is overdue or has exceeded its cost compared to its original plan.

(iii) Exim Routes Limited is developing a revolutionary AI-enabled B2B platform called ERIS (Exim Routes Intelligence System), to streamline the entire recyclable exchange chain.

During the financial year 2023-24, in the first phase, the conpany developed a BETA version of the platform that had 3 key features,
1) Demand and Supply aggregation module
2) Price Discovery and Bidding to enable online trading
3) Data integrations to enable basic insights and analytics

During the current financial year, the Company has developed Phase 2 of the platform, focused on refining the above modules as well as develop the following new features,
1) AI-enabled supply-demand matching and bidding
2) AI-enabled forecasting and advanced insights/ analytics
3) Multi-channel integration incl. AI-chatbot and GPT integration
4) Freight Forwarder and logistics integration module

F-17
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

13 Annexure 13 - Restated Statement of Non-current investments

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Investment in subsidiaries at cost

Unquoted

1,000 (March 31, 2024: 1,000) fully paid up equity shares of face value of USD 10 each of Exim Routes Inc. 8.39 8.39 8.39
2,345 (March 31, 2024: 2,345) fully paid up equity shares of face value of SGD 10 each of Exim Routes Pte. Ltd. 40.51 40.51 -
17,500 (March 31, 2024: 17,500) fully paid up equity shares of face value of EUR 1 each of Good Earth SCM GmbH 15.82 15.82 -
1,000 (March 31, 2024: 1,000) fully paid up equity shares of face value of GBP 10 each of Exim Routes UK Ltd 10.47 10.47 -
1,00,000 (March 31, 2024: Nil) fully paid up equity shares of face value of ZAR 1 each of Exim Routes SA (PTY) 4.75 - -
Total 79.94 75.19 8.39

Footnote:
(i) As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Aggregate amount of quoted investments - - -

Market value incase of quoted investments - - -
Aggregate book value of unquoted non current investment 79.94 75.19 8.39
Agreegate provision for dimmunition in the value of investments - - -

(ii) There are no significant restrictions on the right of ownership, realisability of investments or the remittance of income and proceeds of disposal:
% of ownership Accounting
Name of entities Relationship Place of business Date of acquisition
interest method
Exim Routes Inc. Subsidiary USA 29-Nov-2021 100% Cost
Exim Routes Pte. Ltd. Subsidiary Singapore 19-Jun-2023 67% Cost
Good Earth SCM GmbH Subsidiary Germany 21-Aug-2023 70% Cost
Exim Routes UK Ltd Subsidiary UK 10-Feb-2024 100% Cost
Exim Routes SA (PTY) Ltd. Subsidiary South Africa 12-Jul-2024 100% Cost

14 Annexure 14 - Restated Statement of Deferred tax asset (net)

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Deferred tax asset (refer footnotes below) 13.80 7.12 5.95

Total 13.80 7.12 5.95

Footnotes:
(i) As at As at
Particulars Change/(benefit)
March 31, 2025 March 31, 2024
Property, plant and equipment 7.81 (3.72) 4.09
Provision for gratuity 5.99 (2.96) 3.03
Total 13.80 (6.68) 7.12

(ii) As at As at
Particulars Change/(benefit)
March 31, 2024 March 31, 2023
Property, plant and equipment 4.09 (1.07) 3.02
Provision for gratuity 3.03 (0.10) 2.93
Total 7.12 (1.17) 5.95

(iii) As at As at
Particulars Change/(benefit)
March 31, 2023 March 31, 2022
Property, plant and equipment 3.02 (1.34) 1.68
Provision for gratuity 2.93 (2.93) -
Total 5.95 (4.27) 1.68

15 Annexure 15 - Restated Statement of Long-term loans and advances

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Unsecured, considered good

Income tax refund receivable (net of provision for taxes) - - 0.46
Total - - 0.46

16 Annexure 16 - Restated Statement of Other non-current assets

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Security deposits 4.06 2.10 12.10

Total 4.06 2.10 12.10

F-18
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

17 Annexure 17 - Restated Statement of Inventories (Valued at lower of cost and net realisable value)

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Stock-in-trade (Paper) - 12.84 12.84

Total - 12.84 12.84

18 Annexure 18 - Restated Statement of Trade receivables

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Unsecured, considered goods unless stated otherwise

Unsecured, considered good (refer annexure 37) 861.57 116.72 203.43

Unsecured, considered doubtful - - -
Total 861.57 116.72 203.43

Footnotes:
(i) Trade receivables are non-interest bearing and are normally received in the Company's operating cycle.
(ii) Ageing schedule for trade receivables - March 31, 2025
Oustanding as at March 31, 2025 from due date of payment for
Particulars
Unbilled Not Due 0-6 Months 6-12 Months 1-2 Years 2-3 Years More than 3 years Total
Secured
Undisputed - considered good - - - - - - - -
Undisputed - considered doubtful - - - - - - - -
Disputed - considered good - - - - - - - -
Disputed - considered doubtful - - - - - - - -
Unsecured
Undisputed - considered good - 394.02 444.83 1.05 6.50 3.73 850.13
Undisputed - considered doubtful - - - - - - - -
Disputed - considered good - - - - - - 11.44 11.44
Disputed - considered doubtful - - - - - - - -
Total - 394.02 444.83 1.05 6.50 3.73 11.44 861.57

Ageing schedule for trade receivables - March 31, 2024

Oustanding as at March 31, 2024 from due date of payment for
Particulars
Unbilled Not Due 0-6 Months 6-12 Months 1-2 Years 2-3 Years More than 3 years Total
Secured
Undisputed - considered good - - - - - - - -
Undisputed - considered doubtful - - - - - - - -
Disputed - considered good - - - - - - - -
Disputed - considered doubtful - - - - - - - -
Unsecured
Undisputed - considered good 89.53 - 9.89 - 5.86 - - 105.28
Undisputed - considered doubtful - - - - - - - -
Disputed - considered good - - - - - - 11.44 11.44
Disputed - considered doubtful - - - - - - - -
Total 89.53 - 9.89 - 5.86 - 11.44 116.72

Ageing schedule for trade receivables - March 31, 2023

Oustanding as at March 31, 2023 from due date of payment for
Particulars
Unbilled Not Due 0-6 Months 6-12 Months 1-2 Years 2-3 Years More than 3 years Total
Secured
Undisputed - considered good - - - - - - - -
Undisputed - considered doubtful - - - - - - - -
Disputed - considered good - - - - - - - -
Disputed - considered doubtful - - - - - - - -
Unsecured
Undisputed - considered good 20.56 - 160.74 5.27 - 3.47 190.04
Undisputed - considered doubtful - - - - - - - -
Disputed - considered good - - - - - 1.95 11.44 13.39
Disputed - considered doubtful - - - - - - - -
Total 20.56 - 160.74 5.27 - 5.42 11.44 203.43

F-19
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

19 Annexure 19 - Restated Statement of Cash and bank balances

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Cash and cash equivalents

Balances with banks
- In current accounts 169.32 10.57 20.70
Cash on hand 1.00 - 1.07
Remittance in transit 18.46 - -
Total 188.78 10.57 21.77

20 Annexure 20 - Restated Statement of Short-term loans and advances

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Prepaid expenses 1.24 0.72 7.26

Balance with government authority 9.64 26.92 4.55
Unsecured, considered good
Advance to suppliers (refer annexure 37) 406.51 - 0.33
Capital advances (refer annexure 32) - - 67.10
Loan to employees {(refer footnote (i)} 7.82 11.72 -
Advance to employees 1.23 1.08 2.91
Loans and advances to related party {(refer footnote (ii) and annexure 37) 56.08 - -
Other receivables
from related parties (refer annexure 37) 51.52 - -
from others 7.50 22.50 22.50
Other advances 5.00 - -
Total 546.54 62.94 104.65

Footnotes:
(i) Loan to employees are interest free and recoverable within Company's operating cycle.
(ii) The company has given a interest bearing @ 18% per annum for a loan of Rs. 56.08 to Scan4health Diagnosis Private Limited repayable on demand.

21 Annexure 21 - Restated Statement of Other current assets

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

TDS receivable from NBFCs 1.01 0.19 -

Total 1.01 0.19 -

…Space intentionally left blank…

F-20
 EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

22 Annexure 22 - Restated Statement of Revenue from operations

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Within India
Sale of products 1,204.80 132.81 229.49
Sale of services 227.81 35.98 463.30
Outside India
Sale of products - - -
Sale of services 482.65 351.55 580.99
Total 1,915.26 520.34 1,273.78

Footnote:
Refer annexure 47 for segment reporting.

23 Annexure 23 - Restated Statement of Other income

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Interest income
- from tax refund - - 1.00
- from loans and advances 7.07 - -
Foreign exchange fluctuation gain (net) 14.96 - 0.68
Profit on sale of fixed asset 0.42 - -
Miscellenous income 7.82 0.05 -
Total 30.27 0.05 1.68

24 Annexure 24 - Restated Statement of Purchase of stock-in-trade

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Purchase of stock-in-trade (Paper) 1,152.81 111.07 173.95

Total 1,152.81 111.07 173.95

25 Annexure 25 - Restated Statement of Change in inventory of stock-in-trade

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Opening inventory of stock-in-trade* - 12.84 14.21

Less: Closing inventory of stock-in-trade - (12.84) (12.84)
Total - - 1.37

*During the year the company has written off opening stock amounting ₹ 12.84 lacs (Refer annexure 30)

26 Annexure 26 - Restated Statement of Cost of services

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Cost of services (Freight) 15.52 1.80 636.13

Total 15.52 1.80 636.13

27 Annexure 27 - Restated Statement of Employee benefits expense

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Salaries, wages and bonus 67.77 102.65 138.49

Directors remuneration (refer annexure 37) 44.63 72.00 105.14
Contribution to provident fund and other funds 0.54 0.80 4.72
Gratuity expense (refer annexure 33) 12.17 0.36 4.45
Staff welfare expenses 4.26 7.15 17.72
Total 129.37 182.96 270.52

F-21
 EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

28 Annexure 28 - Restated Statement of Finance cost

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Interest on borrowings (refer annexure 5 & 7) 16.86 1.30 1.25

Other borrowing cost-loan processing fees 5.48 2.04 -
Total 22.34 3.34 1.25

29 Annexure 29 - Restated Statement of Depreciation and amortisation expense

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Depreciation on property, plant and equipment (refer annexure 11) 24.29 24.28 14.80
Total 24.29 24.28 14.80

30 Annexure 30 - Restated Statement of Other expenses

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Power and fuel expenses 0.79 0.89 0.57

Repairs & maintenance 4.36 6.00 0.18
Rent expense 13.49 11.77 8.99
Insurance expense 0.10 0.14 0.12
Rates and taxes 0.99 1.32 5.11
Office and administration expenses 8.94 14.76 11.92
Interest on delay in payment of statutory dues 0.02 - 0.12
Travelling & convenyance 44.08 18.99 37.65
Business promotion expenses 6.74 26.13 21.84
Auditor fees (refer footnote a ) 3.00 1.10 1.10
Legal and professional expenses 26.43 18.50 47.95
Bank charges 2.16 0.22 0.07
Foreign exchange fluctuation loss (net) - 0.65 -
Inventory written off 12.84 - -
Assets written off 2.25 0.38 2.94
Bad debts - 8.29 -
Miscellaneous expenses - 0.06 0.16
Total 126.19 109.20 138.72

Footnote:
(a) Payment to auditors (excluding GST)
Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Statutory audit 2.00 1.10 1.10

Other services 1.00 - -
Total 3.00 1.10 1.10

F-22
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

31 Annexure 31 - Restated Statement of Earnings Per Share

The calculation of earnings per share (EPS) has been made in accordance with AS-20 ( Earnings per Share) . A statement on calculation of basic and diluted EPS is as under:

A. Earnings per share:

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Profit attributable to the equity share holders 354.63 61.98 30.33

Weighted average number of equity shares 1,29,16,138 1,00,000 1,00,000

Weighted average number of equity shares used as the denominator in calculating adjusted earnings per share after 1,29,16,138 1,20,00,000 1,20,00,000
issue of bonus shares and spliting of shares (refer footnotes)
Earnings per share 2.75 61.98 30.33

Adjusted earnings per share after issue of bonus shares (refer footnotes) 2.75 0.52 0.25

Footnotes:
(i) The Company does not have any outstanding dilutive potential equity shares for the years ended March 31, 2025, March 31, 2024 and March 31, 2023. Hence, basic and diluted earning per
share of the Company are same for the years ended March 31, 2025, March 31, 2024 and March 31, 2023.
(ii) Refer annexure 3.

32 Annexure 32 - Restated Statement of Contingent liabilities & capital commitments

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

(i) Contingent liabilities

Corporate guarantees (refer footnote) 769.62 435.89 -
769.62 435.89 -
(ii) Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) (refer
- - 603.00
annexure 20)
- - 603.00
Total 769.62 435.89 603.00

Footnote:
The Company has given a corporate guarantee in favor of Scan4health Diagnosis Private Limited for facilities availed from CSB Bank. The maximum potential liability under this guarantee as of
31 March, 2025 and 31 March, 2024 amounts to ₹ 769.62 and ₹ 435.89 respectively.
Management does not expect any outflow of resources embodying economic benefits as a result of this guarantee, and accordingly, no provision has been recognized in the financial
statements as of the reporting date.

33 Annexure 33 - Restated Statement of Employee benefits obligations

The Company has in accordance with the AS-15 (Employee Benefits) calculated various benefits provided to employees, which are described as under:

A. Defined contribution plan

During the years, the Company has recognised the following amounts in the Statement of Profit and Loss:

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Employers' contribution to provident and other funds (Refer annexure 27) 0.54 0.80 4.72
0.54 0.80 4.72

B. Defined benefit plan

The present value obligation in respect of gratuity is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as giving rise to
additional unit of employee benefit entitlement and measures each unit separately to build up the final obligations. The summarised positions of various defined benefits are as follows:

Actuarial assumptions

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Discount rate (percentage) 7.04 7.22 7.39

Future salary increase (percentage) 5.00 5.00 5.00
Retirement age (years) 58.00 58.00 58.00
Mortality rate inclusive of Provision for disability IALM (2012 - 14) IALM (2012 - 14) IALM (2012 - 14)
Withdrawal rate 5.00 5.00 5.00

Note:
a) The discount rate has been assumed ranges from 7.04% to 7.39% which is determined by reference to market yield at the balance sheet date on government securities. The estimates of future
salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
b) The Company's gratuity liability is entirely unfunded.

F-23
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

Reconciliation of present value of defined benefit obligation

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Present value of obligation at the beginning of the year 11.64 11.28 6.83
Current service cost 6.67 3.18 4.09
Interest cost 0.84 0.83 0.50
Actuarial loss/(gain) on obligation 4.66 (3.66) (0.14)
Present value of obligation at the end of the year 23.81 11.64 11.28

Amounts recognised in Balance Sheet

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Short-term provision for gratuity 2.24 0.50 0.02

Long-term provision for gratuity 21.57 11.14 11.26
Total 23.81 11.64 11.28

Expenses recognised in the Statement of Profit and Loss

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Current service cost 6.67 3.18 4.09

Interest cost 0.84 0.83 0.50
Actuarial loss/(gain) on obligation 4.66 (3.65) (0.14)
Total 12.17 0.36 4.45

C. The Company has adopted a leave policy where the accumulated balance of leave as of the reporting date is not carried forward to the next reporting period. In accordance with this policy, no
provision for leave encashment has been made for the years ended March 31, 2025 and March 31, 2024, March 31, 2023.

34 Annexure 34 - Restated Statement of Leases

As lessee

The Company is a lessee under various operating leases for premises. The lease terms of these premises is of 11 months. The leases are both cancellable and non cancellable.
(a) Net rental expense in respect of all operating leases charged to the statement of profit and loss for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 was Rs. 13.49 lacs, Rs.
11.77 lacs and 8.99 lacs respectively.

b) Total of future minimum lease payments in respect of non-cancellable operating leases are as follows:

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Not later than 1 year 1.48 4.13 9.13

Later than 1 year but not later than 5 years - - 1.93
Later than 5 years - - -
Total 1.48 4.13 11.06

35 Annexure 35 - Restated Statement of Corporate social responsibility (CSR) expenditure

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Company is required to comply with CSR obligations if it meets the financial thresholds based on its net worth,
turnover or net profit. For the years ended March 31, 2025, March 31, 2024 and March, 2023, the Company has not met the financial thresholds specified for CSR applicability. As a result, the
provisions relating to CSR do not apply to the Company for these years.

Accordingly, no CSR spending or initiatives were undertaken during the years ended March 31, 2025, March 31, 2024 and March 31, 2023.

F-24
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

36 Annexure 36 - In terms of Section 22 of Chapter V of Micro, Small and Medium Enterprise Development Act, 2006 (MSMED Act, 2006), the disclosures of payments due to any
supplier are as follows:

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

The principal amount and the interest due thereon remaining unpaid to any MSME supplier as at the end of each
accounting year included in
- Trade payables 13.86 - -
- Other current liabilities - - -
- Payables for expenses - - -
- Principal amount due to micro and small enterprises - - -
- Interest due on above - - -

The amount of interest paid by the buyer in terms of section 16 of the MSMED ACT 2006 along with the amounts of the
- - -
payment made to the supplier beyond appointed day during each accounting year.

The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond
- - -
the appointment day during the year) but without adding the interest specified under the MSMED Act, 2006.

The amount of interest accrued and remaining unpaid at the end of each accounting year. - - -
The amount of further interest remaining due and payable even in the succeeding years, until such date when the
interest dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible under - - -
section 23 of the MSMED Act 2006.

37 Annexure 37 - Restated Statement of Related party disclosure

The disclosure as required by the Accounting Standard -18 (Related Party Disclosure) are given below:

A. List of related parties with whom transactions have taken place:

Nature of relationship Name of related party
Key management personnel Manish Goyal (Director)
Govind Rai Garg (Director)
Vijay Kumar Rathi (Director)
Pallav Singal (w.e.f 02 April 2024) Executive Director
Vivinprasath Devaraj (w.e.f 02 April 2024) Executive Director
Balwinder Sharma (Director) (upto 05 April 2023)
Kesavaramanujam (Director) (upto 04 December 2023)
Richa Anand (w.e.f. 07 January 2025) CS
Relative of Key management personnel Radha Singal (Pallav's Wife)
Bhawna Sharma (Wife of director)
Yashpal Sharma (Brother of director)
Subsidiaries Exim Routes Inc., USA
Exim Routes Pte. Ltd., Singapore
Good Earth SCM GmbH, Germany
Exim Routes UK Ltd., UK
Exim Routes SA PTY Ltd, South Africa
Enterprises under common control Mehrotra & Mehrotra (Partnership firm of director)
Scan4health Diagnosis Private Limited(Common Control)

…Space intentionally left blank…

F-25
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

B. Details of related party transactions are as below:

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

1. Short-term borrowings (Unsecured)

a. Manish Goyal
Amount outstanding at the beginning of the year 22.28 255.48 111.61
Add: Accepted during the year 253.84 414.77 872.85
Less: Repaid during the year (276.12) (647.97) (728.98)
Amount outstanding at the end of the year - 22.28 255.48

b. Govind Rai Garg

Amount outstanding at the beginning of the year - 8.09 1.20
Add: Accepted during the year 167.55 120.48 73.80
Less: Repaid during the year (167.55) (128.57) (66.91)
Amount outstanding at the end of the year - - 8.09

c. Vijay Kumar Rathi

Amount outstanding at the beginning of the year 23.88 21.97 21.97
Add: Accepted during the year - 1.91 -
Less: Repaid during the year (23.88) - -
Amount outstanding at the end of the year - 23.88 21.97

d. Pallav Singal
Amount outstanding at the beginning of the year - - -
Add: Accepted during the year 147.90 - -
Less: Repaid during the year (147.90) - -
Amount outstanding at the end of the year - - -

2. Trade payables

a. Mehrotra & Mehrotra

Amount outstanding at the beginning of the year - - -
Add: Expense booked during the year - - 0.02
Less: Payment made during the year - - (0.02)
Amount outstanding at the end of the year - - -

b. Exim Routes INC - USA

Amount outstanding at the beginning of the year - - -
Add: Purchase booked during the year 30.76 - -
Add: Services received/capitalised during the year 65.90 - -
Less: Payment made during the year - - -
Foreign Exchange (Net) (0.39) - -
Amount outstanding at the end of the year 96.27 - -

c. Exim Routes (UK) Ltd - UK

Amount outstanding at the beginning of the year - - -
Add: Purchase booked during the year - - -
Add: Services received/capitalised during the year 53.15 - -
Less: Payment made during the year - - -
Foreign Exchange (Net) - - -
Amount outstanding at the end of the year 53.15 - -

d. Good Earth SCM GmBH - Germany

Amount outstanding at the beginning of the year - - -
Add: Purchase booked during the year 23.65 - -
Less: Payment made during the year (24.30) - -
Foreign Exchange (Net) 0.65 - -
Amount outstanding at the end of the year - - -

3. Advance to supplier

a. Exim Routes Pte Ltd - Singapore

Amount outstanding at the beginning of the year - - -
Add: Purchase booked during the year (584.45) - -
Add: Services received/capitalised during the year (85.58) - -
Less: Payment made during the year 978.91 - -
Foreign Exchnange (Net) 9.93 - -
Amount outstanding at the end of the year 318.81 - -

-26
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

4. Employee related payables

a. Manish Goyal
Amount outstanding at the beginning of the year 1.48 1.50 -
Add: Expense booked during the year 42.00 36.00 36.90
Add: Payment made on behalf of company - 0.44 0.65
Less: Payment made during the year (43.48) (36.46) (36.05)
Amount outstanding at the end of the year - 1.48 1.50

b. Govind Rai Garg

Amount outstanding at the beginning of the year 0.83 1.00 -
Add: Expense booked during the year 28.50 18.00 18.90
Add: Payment made on behalf of company 11.95 21.85 6.50
Less: Payment made during the year (41.28) (40.02) (24.40)
Amount outstanding at the end of the year - 0.83 1.00

c. Vijay Kumar Rathi

Amount outstanding at the beginning of the year 9.60 1.91 0.15
Add: Expense booked during the year 18.00 18.00 18.90
Add: Payment made on behalf of company - 0.12 -
Less: Payment made during the year (27.60) (10.43) (17.14)
Amount outstanding at the end of the year - 9.60 1.91

d. Balwinder Sharma
Amount outstanding at the beginning of the year - 2.16 3.90
Add: Expense booked during the year - 16.61 22.64
Add: Payment made on behalf of company - - -
Less: Payment made during the year - (18.77) (24.38)
Amount outstanding at the end of the year - - 2.16

e. Kesavaramanujam
Amount outstanding at the beginning of the year - - -
Add: Expense booked during the year - - 7.80
Add: Payment made on behalf of company - - 2.34
Less: Payment made during the year - - (10.14)
Amount outstanding at the end of the year - - -

f. Bhawna Sharma
Amount outstanding at the beginning of the year - 0.55 -
Add: Expense booked during the year - 1.20 7.20
Add: Payment made on behalf of company - 0.06 0.37
Less: Payment made during the year - (1.81) (7.02)
Amount outstanding at the end of the year - - 0.55

g. Yashpal Sharma
Amount outstanding at the beginning of the year - 0.25 -
Add: Expense booked during the year - 0.50 1.00
Add: Payment made on behalf of company - - -
Less: Payment made during the year - (0.75) (0.75)
Amount outstanding at the end of the year - - 0.25

h. Pallav Singal
Amount outstanding at the beginning of the year - - -
Add: Expense booked during the year 28.50 - -
Add: Payment made on behalf of company 0.19 - -
Less: Payment made during the year (28.69) - -
Amount outstanding at the end of the year - - -

i. Vivinprasath Devaraj
Amount outstanding at the beginning of the year (3.41) - -
Add: Expense booked during the year 15.75 - -
Add: Payment made on behalf of company 0.01 - -
Add: Advance Received back during the year 10.42 - -
Less: Payment made during the year (22.77) - -
Amount outstanding at the end of the year - - -

j. Radha Singal
Amount outstanding at the beginning of the year 0.90 - -
Add: Expense booked during the year 5.40 - -
Add: Payment made on behalf of company - - -
Less: Payment made during the year (6.30) - -
Amount outstanding at the end of the year - - -

F-27
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

k. Richa Anand
Amount outstanding at the beginning of the year - - -
Add: Expense booked during the year 1.91 - -
Add: Payment made on behalf of company 0.32 - -
Less: Payment made during the year (2.13) - -
Amount outstanding at the end of the year 0.10 - -

5. Payable for investment

a. Exim Routes UK Ltd., UK

Amount outstanding at the beginning of the year 10.47 - -
Add: Payable towards share capital - 10.47 -
Less: Payment made during the year (10.47) - -
Amount outstanding at the end of the year - 10.47 -

b. Manish Goyal
Amount outstanding at the beginning of the year - - -
Add: Payable towards share capital - 40.51 -
Less: Payment made during the year - (40.51) -
Amount outstanding at the end of the year - - -

c. Exim Routes SA PTY Ltd., South Africa

Amount outstanding at the beginning of the year - - -
Add: Payable towards acquisition of shares of Good Earth SCM GmbH, Germany 4.75 - -
Less: Payment made during the year - - -
Amount outstanding at the end of the year 4.75 - -

6. Investment in subsidaries

a. Exim Routes Inc., USA

Amount outstanding at the beginning of the year 8.39 8.39 7.45
Add: Investment made during the year - - 0.94
Less: Investment sold during the year - - -
Amount outstanding at the end of the year 8.39 8.39 8.39

b. Exim Routes Pte. Ltd., Singapore

Amount outstanding at the beginning of the year 40.51 - -
Add: Investment made during the year - 40.51 -
Less: Investment sold during the year - - -
Amount outstanding at the end of the year 40.51 40.51 -

c. Good Earth SCM GmbH, Germany

Amount outstanding at the beginning of the year 15.82 - -
Add: Investment made during the year - 15.82 -
Less: Investment sold during the year - - -
Amount outstanding at the end of the year 15.82 15.82 -

d. Exim Routes UK Ltd., UK

Amount outstanding at the beginning of the year 10.47 - -
Add: Investment made during the year - 10.47 -
Less: Investment sold during the year - - -
Amount outstanding at the end of the year 10.47 10.47 -

e. Exim Routes SA PTY Ltd., South Africa

Amount outstanding at the beginning of the year - - -
Add: Investment made during the year 4.75 - -
Less: Investment sold during the year - - -
Amount outstanding at the end of the year 4.75 - -

7. Trade receivables

a. Exim Routes Inc., USA

Amount outstanding at the beginning of the year 8.34 - -
Add: Sales made during the year 51.18 33.27 -
Less: Amount received during the year (16.66) (24.87) -
Foreign Exchange (Net) (0.07) (0.06) -
Amount outstanding at the end of the year 42.79 8.34 -

b. Exim Routes Pte. Ltd., Singapore

Amount outstanding at the beginning of the year - - -
Add: Sales made during the year 178.49 174.64 -
Less: Amount received during the year (96.04) (174.26) -
Foreign Exchange (Net) (0.72) (0.38) -
Amount outstanding at the end of the year 81.73 - -

F-28
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

c. Good Earth SCM GmbH, Germany

Amount outstanding at the beginning of the year 81.20 - -
Add: Sales made during the year 118.51 81.20 -
Less: Amount received during the year (64.67) - -
Less: Remittance in transit (18.46) - -
Foreign Exchange (Net) 3.44 - -
Amount outstanding at the end of the year 120.02 81.20 -

d. Exim Routes UK Ltd - United Kingdom

Amount outstanding at the beginning of the year - - -
Add: Sales made during the year 32.41 - -
Less: Amount received during the year - - -
Foreign Exchange (Net) 0.81 - -
Amount outstanding at the end of the year 33.22 - -

e. Scan4health Diagnosis Private Limited

Amount outstanding at the beginning of the year - - -
Add: Sales made during the year ** 9.23 - -
Add: Sale of Fixed Asert During the Year 22.15 - -
Less: Amount received during the year (31.38) - -
Amount outstanding at the end of the year - - -

8. Other Receivables

a. Manish Goyal
Amount outstanding at the beginning of the year - - -
Add: Sale of Fixed Asset During the Year 26.56 - -
Less: Received During the Year - - -
Amount outstanding at the end of the year 26.56 - -

b. Govind Rai Garg

Amount outstanding at the beginning of the year - - -
Add: Sale of Fixed Asset During the Year 24.96 - -
Less: Received During the Year - - -
Amount outstanding at the end of the year 24.96 - -

9. Loan Receivables

a. Scan4health Diagnosis Private Limited

Amount outstanding at the beginning of the year - - -
Add: Loan Given during the year 170.33 - -
Less: Received during the year (120.55) - -
Add: Interest on loan (Net of TDS) 6.30 - -
Amount outstanding at the end of the year 56.08 - -

** Corporate Gurantee to Scan4health Diagnosis Private Limited

38 Annexure 38 - Restated Statement of Movement of inventory

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Quantity
Unit of measurement Metric tons Metric tons Metric tons
Inventory at the beginning of the year 15.94 15.94 17.37
Add: Purchases during the year 6,316.04 290.33 125.40
Less: Sales during the year (6,316.04) (290.33) (126.83)
Less: written off (15.94) - -
Inventory at the end of the year - 15.94 15.94

Amount
Inventory at the beginning of the year 12.84 12.84 14.21
Add: Purchases during the year 1,152.81 111.07 174.57
Less: Cost of sales during the year (1,152.81) (111.07) (175.94)
Less: written off (12.84) - -
Inventory at the end of the year - 12.84 12.84

F-29
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

39 Annexure 39 - Restated Statement of Earnings in foreign currency

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Export of goods calculated on F.O.B. basis - - -

Consultation fees 482.65 351.55 580.99
Total 482.65 351.55 580.99

40 Annexure 40 - Restated Statement of Value of imports calculated on C.I.F. basis

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Purchase of stock-in-trade 976.19 - 27.18

Total 976.19 - 27.18

41 Annexure 41 - Restated Statement of Expenditure in foreign currency

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Cost of services - - 28.70

Office and administration expenses - - 0.15
Total - - 28.85

Annexure 42 - Restated Statement of Total value of all imported raw materials and components purchased and the total value of all indigenous raw materials and components
42
similarly purchased

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Imported 976.19 - 27.18

Indigenous 176.62 111.07 146.78
Total 1,152.81 111.07 173.96
Imported - percentage 84.68% 0.00% 15.62%
Indigenous - percentage 15.32% 100.00% 84.37%

43 Annexure 43 - Restated Statement of Un-hedged foreign currency exposure

The year-end foreign currency exposures that have not been hedged by a derivative instrument or otherwise as follows:

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Receivables in foreign currency

'- Trade receivables in USD 2,65,500.00 10,000.00 30,000.00
in EUR 1,30,000.00 90,000.00 -
in GBP 30,000.00
Payable in foreign currency - -
- Trade payable (including acceptances) in USD 1,12,489.00 - -
in GBP 48,000.00 - -

` - payable for Investment in USD 17,500.00 17,500.00 -

Trade receivables in INR 380.46 89.53 24.15

Trade Payables in INR 149.42 - -
Payables for investment in INR 14.98 14.59 -
Total in INR 544.86 104.12 24.15

…Space intentionally left blank…

F-30
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

44 Annexure 44 - Restated Statement of Accounting ratios

Year ended Reason for Year ended Reason for

Ratios Formula % Change % Change
March 31, 2025 March 31, 2024 variance March 31, 2023 variance

a). Current ratio Current assets 3.53 1.01 251.12% Refer footnote (a) 1.01 -0.07% N.A*
Current liabilities

b). Debt-equity ratio Total debt 0.18 1.24 -85.85% Refer footnote (b) 5.12 -75.72% Refer footnote (i)
Shareholders' equity

c). Debt service coverage ratio Earnings available for debt services 11.56 87.00 -86.71% Refer footnote (c) 43.71 99.03% Refer footnote (j)
Debt service

d). Return on equity ratio Net profit after taxes * 100 42% 71% -40.85% Refer footnote (d) 69% 3.64% Refer footnote (k)
Average shareholders' equity

e). Inventory turnover ratio Cost of goods sold 179.56 8.65 1975.84% Refer footnote (e) 12.96 -33.27% Refer footnote (l)
Average inventory

f). Trade receivable turnover ratio Net credit sales= Gross credit 3.92 3.25 20.46% N.A* 7.68 -57.68% Refer footnote (m)
sale - sales return
Average trade receivables

g). Trade payables turnover ratio Net credit purchases= Gross 11.02 5.01 120.00% Refer footnote (f) 14.07 -64.41% Refer footnote (n)
credit purchase - Purchase return
Average trade payables

h). Net capital turnover ratio Net credit sales= Gross credit 3.34 314.40 -98.94% Refer footnote (g) (110.19) -385.33% Refer footnote (o)
sale - sales return
Average working capital

i). Net profit ratio Net profit after taxes * 100 19% 12% 55.45% Refer footnote (h) 2% 400.25% Refer footnote (p)
Net sales

j). Return on capital employed Earnings before interest and taxes * 100 26.81% 33.71% -20.47% N.A* 11.71% 187.80% Refer footnote (q)
Capital employed

k). Return on investment Net profit after taxes * 100 16% 15% 3.86% N.A* 7% 106.41% Refer footnote (r)
Total assets

* N.A. Not applicable, variance is below the threshhold

In accordance with the requirements, changes in ratios of more than 25% as compare to previous year have been explained.

Footnotes:

(a) Company raised funds during FY 2024-25 by way of Private Placement Issue and Debt. This increased cash & cash equivalents/ Debtors/ Advances given thereby increased net working capital.
(b) Company raised funds during FY 2024-25 by way of Private Placement Issue and raised a debt of comparitively lesser amount. This increased the base for Debt Equity ratio comparitively.
(c) Debt was taken in Feb 2024 due to which debt serviced amount was taken only for 2 months vis-à-vis FY 2024-25 in which debt serviced amount is considered for the whole 12 months
(d) Company raised funds during FY 2024-25 by way of Private Placement Issue and Bonus Issue. This increased the base for return on equity.
(e) Our sales during the year FY 24-25 increased as compared to previous FYs which increased our Cost of Goods Sold. This happened since there was not closing stock out of the purchases made
during purchases
(f) Credit the year. Further, weduring
increased writtenFY
off24-25
the opening stock
following of old inventory
an impact tobusiness
of previous bring it at NRV.
relationship and time legacy.
(g) Company raised funds during FY 2024-25 by way of Private Placement Issue and debt. This has converted Working capital from Negetive to Positive. Increase in sales also impacted the ratio.
(h) The company has focussed on high margin trades due to which NP ratio has increased.
(i) We have repaid director's loans during FY 23-24 and also reserves and surplus increased by profit attribution during FY 23-24
(j) We took long term loans having debt service obligations due to which our debt service increased during FY 2023-24
(k) The company has focussed on high margin trades due to which returns increased thereby having a similar increase in reserves and surplus
(l) The company shifted its major revenue from operations from Goods to service revenue during FY 2023-24
(m) The company shifted its major revenue from operations from Goods to service revenue during FY 2023-24 which impacted debtor days as service debtors days are 7-30 days as compared to goods
(n) 30-90 days shifted its major revenue from operations from Goods to service revenue during FY 2023-24 due to which purchases were less as service revenue was generated from inhouse
The company
(o) strength
Company raised funds during FY 2023-24 by way of unsecured business loans. This has converted Working capital from Negative to Positive.
(p) The company shifted its major revenue from operations from Goods to service revenue which has good margins during FY 2023-24
(q) Overall debt got reduced and company did better utilisation of funds
(r) The company shifted its major revenue from operations from Goods to service revenue which has good margins during FY 2023-24

45 Annexure 45 - Restated Statement of Capitalisation

Particulars Pre offer Post issue

Debt:
Long-term Borrowings 188.54 -
Short-term Borrowings 85.99 -
Current maturities of long term borrowing 86.00 -
Total Debt (A) 360.53 -

Shareholders Fund:
Equity shares 689.12 -
Reserves and Surplus 870.83 -
Total Shareholders Fund (B) 1,559.95 -
Long term Debt/ Shareholders Fund 17.60%
Total Debt / Shareholders Fund (A/B) 23.11% -

F-31
 EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

46 Annexure 46 - Restated Statement of Tax Shelter

Particulars For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Restated profit before tax as per books (A) 475.01 87.74 38.72
Tax Rates
Income Tax Rate (%) 25.17 26.00 26.00
Adjustments :
Income Considered Separately - - -
Capital Gain - - -
Rent Income - - -
Interest Income - - -
Income from Business & Profession 475.01 87.74 38.72
Prior Period Items
Add: Disallowance u/s 43B
Gratuity 12.17 0.36 4.45

Add: Disallowance u/s 37

ESI/PF Demannd 0.01 - -
Interest & Penalty 0.02 0.00 0.33
MSME Payable 3.98 - -

(-)Book Depreciation 24.29 24.28 14.80

(+)Income Tax Depreciation allowed 10.64 20.13 9.64
Income under the head business 504.83 92.25 48.66
Rent Income - - -
Interest Income - - -
Net Taxable Income 504.83 92.25 48.66
Income tax 111.06 24.11 12.17
Surcharge 11.11 - -
Education Cess 4.89 0.92 0.49
Tax at normal rate 127.06 25.04 12.66

Special income-LTCG - - -
Special income-STCG - - -
Income tax - - -
Surcharge - - -
Education Cess - - -
Tax at Special rate - - -

Interest u/s 234a/b/c - 1.87 -

Total Tax Payable (Restated) 127.06 26.93 12.66

Tax paid/ payable(AS per Audited) 127.06 25.86 12.65

F-32
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Standalone Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

47 Annexure 47 - Restated Statement of Segmental Reporting

In accordance with the Para 4 of Scope of Accounting Standard 17 "Segment Reporting", segment information is not needed to be disclosed in standalone financial
statements where consolidated financial statements are presented alongside. Accordingly, the segment information is presented in the restated consolidated
financial statements and no segment information is provided in these standalone financial statements

48 Annexure 48 - Restated Statement of Other statutory information

(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company does not have any transactions with companies struck off.
(iii) The Company has not been declared as wilful defaulter by any bank or financial Institution or other lender.
(iv) The Company does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.
(v) The Company does not have any immovable property whose title deeds are not held in the name of the Company.
(vi) The Company has not traded or invested in cryptocurrency or virtual currency during the financial year.
(vii) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding
that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries), or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
(viii) The Company does not receive any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in
writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries), or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
(ix) The Company does not have any transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the [Link] the
tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.

49 Annexure 49
The Company has used accounting softwares for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit
trail (edit log) facility and the same has operated starting from 29 January 2025 to 31 March 2025 for all relevant transactions recorded in the softwares.

50 Annexure 50
The Company has not used any borrowings from banks and financial institutions for purpose other than for which it was taken.

51 Annexure 51
The company have not entered into any scheme of arranagements during the year

52 Annexure 52
The Company does not have any charges or satisfaction which is yet to be registered with Regtrar of Companies ("ROC") beyond the statutory period.

53 Annexure 53
These financial statements were approved for issue by the Board of Directors on 02-June-2025.

54 Annexure 54
The company has been converted from Private to Public Company wide MCA approval Letter dated 24 October 2024. Same has been approved the board in there
meeting date 06 August 2024 and further approved by the menber in EGM dated 07 August 2024. Purshuant to this name of the company changed from Exim
Routes Private Limited to Exim Routes Limited.

55 Annexure 55
The Company has reclassified/regrouped previous year figures where necessary to conform to the current year’s classification.

As per our report of even date.

For NKSC & Co. For and on behalf of Board of Directors of

Chartered Accountants EXIM ROUTES LIMITED
Firm Registration Number: 020076N

Sd/- Sd/- Sd/-

Priyank Goyal Manish Goyal Pallav Singal

Partner Chief Executive Officer and Director Director
Membership No.: 521986 DIN No.: 08126341 DIN No.: 03143594
UDIN: 25521986BMNYRA4720
Sd/- Sd/-

Govind Rai Garg Richa Anand

Chief Financial Officer Company Secretary
PAN No. BEGPG7344E Membership No.: A64649

Place: New Delhi Place: Gurugram

Date: 02-June-2025 Date: 02-June-2025

F-33
Independent Auditor’s Examination Report on Restated Consolidated Financial Information in
connection with the Proposed Initial Public Offering of Exim Routes Limited (Formerly Known as
Exim Routes Private Limited)

The Board of Directors

Exim Routes Limited,
(Formerly known as Exim Routes Private Limited)
421, 4th Floor, Suncity Success Tower,
Golf Course Extension Road, Sector-65, Gurugram,
Haryana- 122101

Dear Sirs,
1. We have examined, the attached Restated Consolidated Financial Information of Exim Routes
Limited (Formerly known as “Exim Routes Private Limited”) (referred to as “the Company” or “the
Holding Company” or “the Issuer”) and its subsidiaries (the Company and its subsidiaries together
referred to as the “Group") comprising the Restated Consolidated Statement of Assets and Liabilities
as at March 31, 2025, March 31, 2024, March 31, 2023, the Restated Consolidated Statement of
Profit and Loss and the Restated Consolidated Statement of Cash Flows for the financial year’s
ended March 31, 2025, 2024 and 2023 and the statement of significant accounting policies, notes to
accounts and other explanatory information (collectively, the “Restated Consolidated Financial
Information”), as prepared and approved by the Board of Directors of the Holding Company at their
meeting held on 2 June 2025 for the purpose of inclusion in the Draft Red Herring Prospectus/Red
Herring Prospectus/Prospectus (referred to as “Offer Document”) prepared by the Company in
connection with its proposed Initial Public Offer of equity shares (“IPO”) on the SME platform of
NSE Limited (“NSE Emerge”).

2. This Restated Consolidated Financial Information have been prepared in accordance with the
requirements of prepared in terms of the requirements of:

a. Section 26 of Part I of Chapter III of the Companies Act, 2013 ("the Act") read with
Companies (Prospectus and Allotment of Securities) Rules 2014;

b. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations 2018 (“ICDR Regulations”) issued by the Securities and Exchange Board of
India (“SEBI”) in pursuance to Section 11 of the Securities and Exchange Board of India
Act, 1992 and related amendments / clarifications from time to time;

c. The terms of reference to our engagements with the Company requesting us to carry out the
assignment, in connection with the Offer Document being issued by the Company for its
proposed IPO of equity shares on SME Platform of NSE Limited; and

d. The Guidance Note on Reports in Company Prospectus (Revised 2019) issued by The
Institute of Chartered Accountants of India (“ICAI”), as amended from time to time (the
“Guidance Note”).

Management Responsibility for the Restated Consolidated Financial Information

F-34
 3. The Company’s Board of Directors is responsible for the preparation of the Restated Consolidated
Financial Statement & other financial information for the purpose of inclusion in the Offer document
to be filed with Securities and Exchange Board of India, the stock exchanges i.e. National Stock
Exchange and Registrar of Companies, NCT of Delhi & Haryana (“ROC”) in connection with the
proposed IPO. The Restated Consolidated Financial Information have been prepared by the
management of the Company on the basis of preparation stated in Annexure 2 to the Restated
Consolidated Financial Information.

4. The responsibilities of the Board of Directors of the Company include designing, implementing, and
maintaining adequate internal control relevant to the preparation and presentation of the Restated
Consolidated Financial Information. The Board of Directors are also responsible for identifying and
ensuring that the Company complies with the Act, ICDR Regulations and the Guidance Note.

Auditor’s Responsibilities
5. We have examined such Restated Consolidated Financial Information taking into consideration:

i. The terms of reference and terms of our engagement agreed upon with you in accordance with
our engagement letter dated 17 April 2025 in connection with the proposed IPO of equity
shares of the Company;

ii. The Guidance Note - The Guidance Note also requires that we comply with the ethical
requirements of the Code of Ethics issued by the ICAI;

iii. Concepts of test checks and materiality to obtain reasonable assurance based on verification
of evidence supporting the Restated Consolidated Financial Information; and

iv. 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.
6. These restated Consolidated financial information have been compiled by the management from the
audited financial statements for the financial years ended on March 31, 2025, March 31, 2024 and
March 31, 2023; prepared in accordance with the with the accounting standards notified under the
section 133 of the Act (“Indian GAAP”) and other accounting principles generally accepted in India,
at the relevant time, which have been approved by the Board of Directors at their meetings held on
19 May 2025, 15 July 2024 and September 2, 2023 respectively.

7. For the purpose of our examination, we have relied on:

a) Auditors’ Report issued by us on Consolidated Financial Statements of the Company as at

and for the year ended March 31, 2025 dated 19 May 2025.

b) Auditors’ Report issued by other auditor viz. Mayank Kumar & Associates on Consolidated
Financial Statements of the Company as at and for the year ended March 31, 2024 & March
31, 2023 dated 15 July 2024 & 2 September 2023 respectively.

F-35
 c) Restatement adjustments made to such audited financial statements [referred to in 6 above]
to comply with the requirements specified in Paragraph-2 above, along with the basis of
preparation set out in Annexure-2 to the Restated Consolidated Financial Information and
statement of reconciliation thereof set out in Annexure- 3A, have been audited by us.

8. Based on our examination and according to the information and explanations given to us, we report
that the Restated Consolidated Financial Information:

a) Have been arrived at after making such adjustments and regroupings to the audited financial
statements of the Company, as in our opinion were appropriate and more fully described in
Significant Accounting Policies and Notes to Accounts as set out in Annexure 2 to Annexure-
51 to this Report

b) The Restated Consolidated Financial Information have been made after incorporating
adjustments for:

i. The changes, if any, in accounting policies retrospectively in respective financial years

to reflect the same accounting treatment as per the changed accounting policy for all the
reporting years.
ii. Prior period and other material amount in the respective financial years to which they
relate
iii. Extra-ordinary items, if any, that needs to be disclosed separately in the accounts
requiring adjustments, which are stated in the Notes to Accounts wherever applicable

c) does not contain any qualifications requiring adjustments.

d) have been prepared in accordance with the Act, the ICDR Regulations and the Guidance
Note.

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 other auditor (Mayank Kumar & Associates), nor should this report be
construed as a new opinion on any of the financial statements referred to herein.

10. We, M/s NKSC & Co, Chartered Accountants have been subjected to the peer review process of the
Institute of Chartered Accountants of India (“ICAI”) and hold a valid peer review certificate issued
by the “Peer Review Board” of the ICAI bearing number 014317.

11. The Restated Consolidated Financial Information do not reflect the effects of events that occurred
subsequent to the respective dates of the reports on the audited financial statements mentioned in
paragraph 6 above.

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

13. Our report is intended solely for use of the management and for inclusion in the Offer Document 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.

F-36
 14. In our opinion, the above financial information contained in these restated Consolidated financial
information read with the respective Significant Accounting Polices and Notes to Accounts as set
out, are prepared after making adjustments and regrouping as considered appropriate and have been
prepared in accordance with the Act, ICDR Regulations, Engagement Letter and Guidance Note and
give a true and fair view in conformity with the accounting principles generally accepted in India, to
the extent applicable.

For NKSC & Co.

Chartered Accountants
Firm Registration No.: 020076N

Sd/-
CA Priyank Goyal
Partner
Membership No.: 521986
UDIN: 25521986BMNYRB4380

Date: June 02, 2025

Place: New Delhi

F-37
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Restated Consolidated Balance sheet as at March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

As at
Particulars Annexure
March 31, 2025 March 31, 2024 March 31, 2023

Equity and Liabilities

Shareholders' funds
Share capital 3 689.12 10.00 10.00
Reserves and surplus 4 1,441.33 357.61 52.88
2,130.45 367.61 62.88
Minority Interest 5 214.72 133.66 -
2,345.17 501.27 62.88

Non-current liabilities
Long-term borrowings 6 188.54 72.48 -
Long-term provisions 7 21.57 11.14 11.26
210.11 83.62 11.26

Current liabilities
Short-term borrowings 8 272.29 373.34 285.54
Trade payables 9
- total outstanding dues of micro enterprises and small enterprises 13.86 - -
- total outstanding dues of creditors other than micro enterprises and small enterprises 1,544.05 963.58 246.59
Other current liabilities 10 127.14 77.20 53.57
Short-term provisions 11 249.67 53.97 2.99
2,207.01 1,468.09 588.69
Total Equity and Liabilities 4,762.29 2,052.98 662.83

Assets
Non current assets
Property, plant and equipment 12 17.19 99.37 37.91
Intangible assets 12(A) 0.67 0.10 -
Intangible assets under development 13 489.81 16.30 -
Goodwill 14 17.61 17.61 -
Deferred tax asset (net) 15 13.80 7.12 5.95
Other non-current assets 16 4.06 2.10 12.10
543.14 142.60 55.96
Current assets
Inventories 17 18.91 12.84 12.84
Trade receivables 18 3,271.90 1,684.75 392.42
Cash and bank balances 19 238.09 57.44 52.28
Short-term loans and advances 20 684.56 155.16 149.33
Other current assets 21 5.69 0.19 -
4,219.15 1,910.38 606.87
Total Assets 4,762.29 2,052.98 662.83

Restated consolidated summary of significant accounting policies 2

The accompanying annexure form an integral part of these restated consolidated financial statements.
As per our report of even date.

For NKSC & Co. For and on behalf of Board of Directors of

Chartered Accountants EXIM ROUTES LIMITED
Firm Registration Number: 020076N

Sd/- Sd/- Sd/-

Priyank Goyal Manish Goyal Pallav Singal

Partner Chief Executive Officer and Director Director
Membership No.: 521986 DIN No.: 08126341 DIN No.: 03143594
UDIN: 25521986BMNYRB4380

Sd/- Sd/-

Govind Rai Garg Richa Anand

Chief Financial Officer Company Secretary
PAN No. BEGPG7344E Membership No.: A64649

Place: New Delhi Place: Gurugram

Date: 02-June-2025 Date: 02-June-2025

F-38
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Restated Consolidated Statement of Profit and Loss for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

Year ended
Particulars Annexure
March 31, 2025 March 31, 2024 March 31, 2023

Income
Revenue from operations 22 12,066.99 7,185.90 3,644.58
Other income 23 31.95 53.09 1.71
Total Income 12,098.94 7,238.99 3,646.29

Expenses
Purchase of stock-in-trade 24 9,749.30 5,957.70 1,916.32
Change in inventory of stock-in-trade 25 (18.91) - 1.37
Cost of services 26 904.65 308.43 1,232.59
Employee benefits expense 27 203.96 279.95 270.52
Finance cost 28 24.17 3.34 1.25
Depreciation and amortisation expense 29 24.29 24.28 14.80
Other expenses 30 233.29 181.82 160.16
Total Expenses 11,120.75 6,755.52 3,597.01

Profit before exceptional items, extraordinary item and tax 978.19 483.47 49.28

Profit before tax 978.19 483.47 49.28

Tax expense
- Current tax 228.59 64.31 16.06
- Deferred tax (6.68) (1.17) (4.27)
Total tax expense 221.91 63.14 11.79

Profit after tax 756.28 420.33 37.49

Profit after tax attributable to:

Owners of Holding company 675.22 304.73 37.49
Minority interest 81.06 115.60 -
756.28 420.33 37.49

Earnings per equity share (face value of ₹ 5 each, previous year: ₹ 10): 31
- Basic and Diluted earnings per share before issue of bonus issue(in ₹) 5.23 304.73 37.49
'- Basic and Diluted earnings per share after issue of bonus issue(in ₹) 5.23 2.54 0.31

Restated consolidated summary of significant accounting policies 2

The accompanying annexure form an integral part of these restated consolidated financial statements.

As per our report of even date.

For NKSC & Co. For and on behalf of Board of Directors of

Chartered Accountants EXIM ROUTES LIMITED
Firm Registration Number: 020076N

Sd/- Sd/- Sd/-

Priyank Goyal Manish Goyal Pallav Singal

Partner Chief Executive Officer and Director Director
Membership No.: 521986 DIN No.: 08126341 DIN No.: 03143594
UDIN: 25521986BMNYRB4380

Sd/- Sd/-

Govind Rai Garg Richa Anand

Chief Financial Officer Company Secretary
PAN No. BEGPG7344E Membership No.: A64649

Place: New Delhi Place: Gurugram

Date: 02-June-2025 Date: 02-June-2025

F-39
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Restated Consolidated Cash Flow Statement for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

A. Cash flow from operating activities

Restated Profit before tax 978.19 483.47 49.28
Adjustments for:
Depreciation and amortisation expenses 24.29 24.28 1.13
Profit on sale of property, plant and equipment (0.42) - -
Property, plant and equipment written off 2.11 - -
Bad debts - 9.64 14.36
Interest income (7.07) - (1.00)
Asset written off 0.13 - -
Trade payables written back (1.97) (51.82) -
Inventory written off 12.84 - -
Finance costs 24.17 3.34 1.25
Unrealised foreign exchange gain/(loss) (net) (13.00) (1.22) (0.71)
Operating profit before working capital changes 1,019.27 467.69 64.31

Adjustments for (increase)/decrease in:

Trade receivables (1,574.28) (1,300.76) (305.65)
Inventories (18.91) - 1.37
Short-term loans and advances (529.40) (72.93) 21.26
Other non-current assets (1.96) 10.00 -
Other current assets (5.50) (0.19) 2.85

Adjustments for increase/(decrease) in:

Trade payables 596.29 768.82 175.85
Other current liabilities 48.54 23.63 31.21
Provision for gratuity 12.17 0.36 4.45
Cash generated from/(used in) operations (453.78) (103.38) (4.35)

Less: Taxes paid (net) (34.62) (13.81) (0.87)

Net Cash generated from/(used in) operating activities (488.40) (117.19) (5.22)

B. Cash flow from investing activities

Purchase/sale of property, plant & equipment, intangible assets, capital work in progress and capital (417.89) (35.04) (82.08)
advance (net)
Interest received 7.07 - 1.00
Goodwill - (17.61) -
Net cash used in investing activities (410.82) (52.65) (81.08)

C. Cash flow from financing activities

Proceeds from issue of share capital including security premium (net of share issue expense) 1,087.62 - -
Proceeds from long-term borrowings 234.61 100.27 -
(Repayment) of long-term borrowings (60.35) - -
Proceeds/(repayment) from short-term borrowings(net) (159.25) 60.01 138.31
Minority interest - 18.06 -
Interest paid (17.28) (1.30) (1.25)
Other borrowing costs paid (5.48) (2.04) -
Net cash generated from financing activities 1,079.87 175.00 137.06

Net increase/(decrease) in cash and cash equivalents (A+B+C) 180.65 5.16 50.76
Cash and cash equivalents at the beginning of the year 57.44 52.28 1.52
Cash and cash equivalents at end of the year 238.09 57.44 52.28

…Space intentionally left blank…

F-40
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Restated Consolidated Cash Flow Statement for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

Notes to Cash Flow Statement

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

(i). Cash and cash equivalents comprises of:

Balances with banks
- In current accounts 218.63 57.44 51.21
Cash on hand 1.00 - 1.07
Remittance in transit 18.46 - -
Total 238.09 57.44 52.28

(ii). The accompanying annexure form an integral part of the consolidated financial statements.
(iii). The above restated consolidated cash flow statement has been prepared under the indirect method set out in AS-3 (Cash Flow Statements) as specified under Section
133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014.

Restated consolidated summary of significant accounting policies (Refer annexure 2)

As per our report of even date.

For NKSC & Co. For and on behalf of the Board of Directors of
Chartered Accountants EXIM ROUTES LIMITED
ICAI Firm Registration No.: 020076N

Sd/- Sd/- Sd/-

Priyank Goyal Manish Goyal Pallav Singal

Partner Chief Executive Officer and Director Director
ICAI Membership No.: 521986 DIN No.: 08126341 DIN No.: 03143594
UDIN: 25521986BMNYRB4380
Sd/- Sd/-

Govind Rai Garg Richa Anand

Chief Financial Officer Company Secretary
PAN No. BEGPG7344E Membership No.: A64649

Place: New Delhi Place: Gurugram

Date: 02-June-2025 Date: 02-June-2025

F-41
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

3 Annexure 3 - Restated Statement of Share Capital

(i) The Holding company has one classes of shares i.e. Equity Shares having a face value of ₹ 5 per share
As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
No. of shares Amount No. of shares Amount No. of shares Amount
Authorised shares
Equity shares of ₹ 5 each fully paid (previous years: ₹ 10) (refer footnote a & b ) 3,00,00,000 1,500.00 1,50,000 15.00 1,50,000 15.00
3,00,00,000 1,500.00 1,50,000 15.00 1,50,000 15.00
Issued, subscribed and fully paid up shares
Equity shares of ₹ 5 each fully paid (previous years: ₹ 10) 1,37,82,400 689.12 1,00,000 10.00 1,00,000 10.00
1,37,82,400 689.12 1,00,000 10.00 1,00,000 10.00

Footnote:
(a) During the year ended March 31, 2025, the shareholders of the Holding company at their meeting held on July 01, 2024 had approved the increase of authorised shares from 1,50,000 equity
shares of face value of ₹ 10 each to 1,50,00,000 equity shares of face value of ₹ 10 each.
(b) During the year ended March 31, 2025, the shareholders of the Holding company at their meeting held on August 07, 2024 had approved the sub-division of authorised shares from
1,50,00,000 equity shares of face value of ₹ 10 each into 3,00,00,000 equity shares of face value of ₹ 5 each.

(ii) Reconciliation of the number of equity shares and amount outstanding at the beginning and end of the year
As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
No. of shares Amount No. of shares Amount No. of shares Amount
Equity shares of ₹ 5 each fully paid (previous years: ₹ 10)
Shares outstanding at the beginning of the year 1,00,000 10.00 1,00,000 10.00 1,00,000 10.00
Issued during the year for a consideration received other than cash {refer footnote
63,68,000 636.80 - - - -
(c) and (e)}
Issued during the year {refer footnote (d) and (g)} 7,52,800 42.32 - - - -
Spliting of shares of face value from ₹ 10 to ₹ 5 {refer footnote (f)} 65,61,600 - - - - -
Shares outstanding at the end of the year 1,37,82,400 689.12 1,00,000 10.00 1,00,000 10.00

Footnotes:
(c) During the current year, the shareholders of the Holding company at its meeting held on July 16, 2024 had approved a scheme of bonus issue in the proportion of 9 New Equity Shares for
every 1 Equity Share a total sum of amounting ₹ 90.00 lacs out of the Company’s Reserve and Surplus be capitalized and that the said sum so capitalized be applied in paying up in full at par
9,00,000 new Equity Shares of ₹ 10/- each (hereinafter referred to as the “Bonus Shares”) in the Share Capital of the Company.
(d) During the current year, the shareholders of the Holding company has made a private placement of 93,600 fully paid-up equity shares of face value of ₹ 10/- each at issue price of ₹ 640
(including premium of ₹ 630) per share on July 25, 2024.
(e) During the current year, the shareholders of the Holding company at its meeting held on July 31, 2024 had approved a scheme of bonus issue in the proportion of 5 New Equity Shares for
every 1 Equity Share a total sum of amounting ₹ 546.80 out of the Security premium reserve's be capitalized and that the said sum so capitalized be applied in paying up in full at par
54,68,000 new Equity Shares of ₹ 10/- each (hereinafter referred to as the “Bonus Shares”) in the Share Capital of the Company.

(f) During the current year, the shareholders of the Holding company has split its 1 share of ₹ 10 each to 2 shares of ₹ 5 each per share on August 07, 2024.
(g) During the current year, the shareholders of the Holding company has made a private placement of 6,59,200 fully paid-up equity shares of face value of ₹ 5/- each at issue price of ₹ 76.20
(including premium of ₹ 71.20) per share on January 07, 2025.

(iii) Terms/rights attached to equity shares

Voting
Each shareholder is entitled to one vote per share held.

Dividends
The Holding company declares and pays dividends in Indian rupees. The dividend proposed by the Board of Directors is subject to approval of the shareholders in ensuing Annual General
Meeting except in the case where interim dividend is distributed. The Holding company has not distributed any dividend in the current and previous years.

Liquidation
In the event of liquidation of the Holding company, the shareholders shall be entitled to receive all of the remaining assets of the Holding company after distribution of all preferential
amounts, if any. Such distribution amounts will be in proportion to the number of equity shares held by the shareholders.

(iv) The Holding company does not have any holding company.

(v) Detail of shareholders holding more than 5% of equity share of the Holding company
As at
Name of shareholders
March 31, 2025 March 31, 2024 March 31, 2023
Number Percentage Number Percentage Number Percentage
Manish Goyal 75,79,680 55.00% 70,000 70.00% 70,000 70.00%
Govind Rai Garg 14,33,280 10.40% 20,000 20.00% 20,000 20.00%
Vijay Rathi 1,18,800 0.86% 10,000 10.00% 10,000 10.00%
Yogesh Pratap Shishodia 7,16,640 5.20% - 0.00% - 0.00%
98,48,400 71.46% 1,00,000 100.00% 1,00,000 100.00%

F-42
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

(vi) Details of shares held by promoters and promoters group

Equity shares of ₹ 5 each (previous years: ₹ 10), fully paid up held by:
As at
Name of promoters
March 31, 2025 March 31, 2024 % Change during March 31, 2023 % Change
% of total % of total the year % of total during the year
No. of shares No. of shares No. of shares
shares shares (FY 25 vs FY 24) shares (FY 25 vs FY
Manish Goyal 75,79,680 55.00% 70,000 70.00% -21.44% 70,000 70.00% 0.00%
Vijay Rathi* 1,18,800 0.86% 10,000 10.00% -91.38% 10,000 10.00% 0.00%
Prem Lata Goyal 2,40,000 1.74% - 0.00% 100.00% - 0.00% 0.00%
Yogesh Goyal 4,80,000 3.48% - 0.00% 100.00% - 0.00% 0.00%
Sushila Jora 1,20,000 0.87% - 0.00% 100.00% - 0.00% 0.00%
Govind Rai Garg 14,33,280 10.40% 20,000 20.00% -48.00% 20,000 20.00% 0.00%
99,71,760 72.35% 1,00,000 100.00% -27.65% 1,00,000 100.00% 0.00%

*During the FY 24-25 the group has reclassified Mr. Vijay Rathi from promoter to public.

(vii). Aggregate number of bonus shares issued and shares issued for consideration other than cash during the period of five years immediately preceding the reporting date:

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
No. of shares Amount No. of shares Amount No. of shares Amount
Equity shares allotted as fully paid-up pursuant to fully paid up bonus shares 63,68,000 636.80 - - - -
63,68,000 636.80 - - - -

(viii) No class of shares have been bought back by the Holding company during the period of five years immediately preceding the reporting date.

(ix) No shares are reserved for issue under options and contracts or commitments during any reporting period.

…Space intentionally left blank…

F-43
 EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

3A Annexure 3A -Restated Statement of Material Adjustments

I. Summarised below are the Restatement adjustments made to the profit after tax of the Audited Financial Statements of the Group for the years ended March
31, 2025, March 31, 2024 and March 31, 2023 their consequential impact on the profit/ (loss) of the Group:

For the year ending

Particulars
March 31, 2025 March 31, 2024 March 31, 2023

A) Net profit after tax as per audited financials statements 755.22 411.51 41.32

B) Adjustments
(i) Adjustments due to prior period items
- 'Foreign currency transalation reserve - (0.81) 0.03
- Gratuity - 11.28 (4.45)
- Earlier year tax adjustment 1.06 1.27 (2.33)

(ii) Tax impact on adjustments in (i), as applicable - (2.93) 2.93

Total adjustments 1.06 8.81 (3.82)

Restated profit after tax (A+B) 756.28 420.32 37.50

II. Reconciliation of the Opening Balance of Surplus of Profit and Loss under Reserves and Surplus for the FY 2022-23:
As on
Particulars
April 01, 2022

(A) Opening Balance of surplus as at April 01, 2022 22.22

Add/(Less) : Adjustments due to prior period items-

-Gratuity expense (6.83)

(B)Total adjustments (6.83)

Restated Opeing Balance of surplus as at April 01, 2022 (A+B) 15.39

III. Summarised below are the Restatement adjustments made to the profit after tax of the Audited Financial Statements of the Group for the years ended March
31, 2025, March 31, 2024 and March 31, 2023 and their consequential impact on the shareholder funds of the Group:

For the year ending

Particulars
March 31, 2025 March 31, 2024 March 31, 2023

A) Total Shareholder's funds as per audited financials statements 2,345.17 502.33 73.57

Opening reserves adjustment for the year ended March 31, 2023 (Refer note II) (1.06) (10.68) (6.83)

B) Adjustments

(i) Adjustments due to prior period items

- Gratuity - 11.28 (4.45)
- Earlier year tax adjustment 1.06 1.27 (2.33)

(ii) Tax impact on adjustments in (i), as applicable - (2.93) 2.93

Total adjustments - (1.06) (10.68)

Restated shareholder's funds (A+B) 2,345.17 501.27 62.89

IV. Non Adjusting items

There are no non adjusting items.
…Space intentionally left blank…

F-44
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

4 Annexure 4 - Restated Statement of Reserves and surplus

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Profit and Loss

Opening balance (refer annexure 3A(II)) 357.61 52.88 15.39
Add: Profit for the year 675.22 304.73 37.49
Less: Surplus utilised for issue of bonus shares during the year (90.00) - -
Closing Balance 942.83 357.61 52.88

Securities Premium
Opening balance - - -
Add: Additions during the year 1,059.03 - -
Less: Premium utilised for issue of bonus shares during the year (546.80) - -
Less: Share issue expenses (13.73) -
Closing Balance 498.50 - -

Total Reserves and surplus 1,441.33 357.61 52.88

5 Annexure 5 - Restated Statement of Minority Interest

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Opening balance 133.66 - -

Add: For the year(refer annexure 43) 81.06 133.66 -
Closing Balance 214.72 133.66 -

6 Annexure 6 - Restated Statement of Long-term borrowings

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Unsecured term loans

- from Banks 98.25 50.00 -
- from NBFCs 176.28 50.27 -
274.53 100.27 -
Less: Current Maturities

Unsecured term loans

- from Banks (28.00) (13.94) -
- from NBFCs (57.99) (13.85) -
Total 188.54 72.48 -

Footnotes:
(i) Loans from banks
Sanction As at
Name of Bank Loan type Purpose ROI Tenure Security EMI
limit March 31, 2025 March 31, 2024 March 31, 2023
Deutsche Bank Unsecured Working Capital 16.75% 25.00 36 months NA 0.89 - 25.00 -
Deutsche Bank* Unsecured Working Capital 16.50% 40.00 36 months NA 1.41 40.00 - -
IDFC First Bank Unsecured Working Capital 16.00% 40.80 36 months NA 1.43 40.26 - -
Standard Chartered Bank Unsecured Working Capital 16.50% 25.00 36 months NA 0.89 17.99 25.00 -
Total 98.25 50.00 -

(ii) Loans from NBFCs

Sanction As at
Name of Financial institutions Loan type Purpose ROI Tenure Security EMI
limit March 31, 2025 March 31, 2024 March 31, 2023
Moneywise Financial Services Pvt. Ltd. Unsecured Working Capital 18.25% 30.27 36 months NA 1.10 21.93 30.27 -
Tata Capital Limited Unsecured Working Capital 18.00% 20.00 36 months NA 0.72 - 20.00 -
Tata Capital Limited Unsecured Working Capital 17.50% 35.23 36 months NA 1.26 35.23 - -
Hero Fincorp Limited* Unsecured Working Capital 18.00% 25.13 36 months NA 0.91 25.09 - -
Poonawalla Fincorp Limited Unsecured Working Capital 18.00% 30.39 36 months NA 1.10 30.39 - -
SMFG India Credit Co Ltd Unsecured Working Capital 17.50% 28.19 36 months NA 1.40 28.19 - -
Ugro Capital Limited Unsecured Working Capital 18.00% 35.45 36 months NA 1.28 35.45 - -
Total 176.28 50.27 -

*Personal gurantee of following directors:

-Manish Goyal
-Govind Rai Garg

7 Annexure 7 - Restated Statement of Long term provisions

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Provision for gratuity (refer annexure 33) 21.57 11.14 11.26

Total 21.57 11.14 11.26

F-45
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

8 Annexure 8 - Restated Statement of Short-term borrowings

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Secured

Bank overdraft {refer footnote (i)} 32.68 - -

Unsecured

(a) Loan from related parties (Refer annexure 37)

Loan from related parties {refer footnote (ii)} 16.52 237.64 285.54

(b) Loan from other parties

Loan from other parties {refer footnote (iii)} 137.10 107.91 -

(c) Current maturities of long-term borrowings

Term loans
- from Banks 28.00 13.94 -
- from NBFCs 57.99 13.85 -
Total 272.29 373.34 285.54

Footnote:
(i) The Group has taken following cash credit facility:
Exim Routes UK Ltd
As at
Name of Bank Loan type ROI Loan taken Tenure Security EMI
March 31, 2025 March 31, 2024 March 31, 2023
With in limit- 14.9%
HSBC UK Bank PLC Overdraft GBP 30000 12 months Refer note Not applicable 32.68 - -
Exceed limit- 19.5%
Total 32.68 - -

Note:
Second source of payment Assets and property of company

(ii) The Group has taken unsecured loans from related parties (refer annexure 37):
As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Manish Goyal - 22.28 255.48

Vijay Kumar Rathi - 23.88 21.97
Good Earth SCM Pte Ltd - 182.73 -
Yogesh Pratap Shishodia - 1.03 -
Chhonker Bharti 1.19 4.98 -
Anshul Bansal 15.33 2.74 -
Total 16.52 237.64 285.54

Note:
All related party loans are interest-free and repayable on demand.

(iii) The Group has taken unsecured loans from other parties:
As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Shekhar Shashank 25.67 - -

Amit Goel 27.39 20.84 -
Krishna Prashad Kesavan 1.85 1.80 -
Vinita Katti 9.23 - -
Deepa Gupta - 20.84 -
Greenmove Pte Ltd 72.96 64.43 -
Total 137.10 107.91 -

Note:
The above loans are in foreign subsidiaries of the group and are interest-free and repayable on demand.

F-46
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

9 Annexure 9 - Restated Statement of Trade payables

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Total outstanding due to micro enterprises and small enterprises (refer annexure 36) 13.86 - -
Total outstanding due to other than micro enterprises and small enterprises 1,544.05 963.58 246.59
Total 1,557.91 963.58 246.59

Footnotes:
i). Trade payables other than due to MSMEs are non-interest bearing and are normally settled in the Group's operating cycle.
ii). The Group does not have any unbilled trade payables as at March 31, 2025, March 31, 2024 and March 31, 2023.
ii). Ageing schedule for trade payables - March 31, 2025
Oustanding as at March 31, 2025 from due date of payment for
Particulars Less than
Not Due 1-2 Years 2-3 Years More than 3 years Total
1 year

Micro enterprises and small enterprises 9.88 3.98 - - - 13.86

Other than micro enterprises and small enterprises 1,047.21 496.07 0.77 - - 1,544.05
Disputed Dues - Micro enterprises and small enterprises - - - - - -
Disputed Dues - Other than micro enterprises and small enterprises - - - - - -
Total 1,057.09 500.05 0.77 - - 1,557.91

Ageing schedule for trade payables - March 31, 2024

Oustanding as at March 31, 2024 from due date of payment for
Particulars Less than
Not Due 1-2 Years 2-3 Years More than 3 years Total
1 year

Micro enterprises and small enterprises - - - - - -

Other than micro enterprises and small enterprises - 888.01 75.57 - - 963.58
Disputed Dues - Micro enterprises and small enterprises - - - - - -
Disputed Dues - Other than micro enterprises and small enterprises - - - - - -
Total - 888.01 75.57 - - 963.58

Ageing schedule for trade payables - March 31, 2023

Oustanding as at March 31, 2023 from due date of payment for
Particulars Less than
Not Due 1-2 Years 2-3 Years More than 3 years Total
1 year

Micro enterprises and small enterprises - - - - - -

Other than micro enterprises and small enterprises - 246.59 - - - 246.59
Disputed Dues - Micro enterprises and small enterprises - - - - - -
Disputed Dues - Other than micro enterprises and small enterprises - - - - - -
Total - 246.59 - - - 246.59

10 Annexure 10 - Restated Statement of Other current liabilities

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Interest accrued but not due on borrowings 2.70 1.30 -

Employee related payables (refer annexure 37) 12.79 26.41 11.60
Advance from customers 35.99 26.50 29.88
Expenses payable 2.70 2.33 6.34
Statutory dues payable 57.14 4.84 5.75
Other payables
Payable for investment (refer footnote & annexure 37) 15.82 15.82 -
Total 127.14 77.20 53.57

Footnote:
The holding company has acquired equity shares of Good Earth SCM GmbH in year ended March 31, 2024. The Group has not paid ₹ 15.82 lacs due to ODI compliances.

11 Annexure 11 - Restated Statement of Short-term provisions

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Provision for income tax (net of advance tax) 247.43 53.47 2.97
Provision for gratuity (refer annexure 33) 2.24 0.50 0.02
Total 249.67 53.97 2.99

…Space intentionally left blank…

F-47
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

12 Annexure 12 - Restated Statement of Property, plant and equipment

Financial year 2024-2025

Gross block (at cost) Accumulated depreciation Net block
Particulars As at Disposals/ As at As at Charge for Deletions/ As at As at As at
Additions
April 01, 2024 Adjustments March 31, 2025 April 01, 2024 the year Adjustments March 31, 2025 April 01, 2024 March 31, 2025

Computers & softwares 21.84 2.40 7.20 17.04 14.36 5.33 5.29 14.40 7.48 2.64
Office equipments 35.73 0.26 21.52 14.47 24.63 4.59 17.46 11.76 11.10 2.71
Furniture & fixtures 9.65 0.10 - 9.75 4.13 1.51 - 5.64 5.52 4.11
Plant and machinery 82.87 - 71.84 11.03 10.77 11.87 17.16 5.48 72.10 5.55
Motor Vehicle 5.18 - - 5.18 2.01 0.99 - 3.00 3.17 2.18
Total 155.27 2.76 100.56 57.47 55.90 24.29 39.91 40.28 99.37 17.19

Financial year 2023-2024

Gross block (at cost) Accumulated depreciation Net block
Particulars As at Disposals/ As at As at Charge for Deletions/ As at As at As at
Additions
April 01, 2023 Adjustments March 31, 2024 April 01, 2023 the year Adjustments March 31, 2024 April 01, 2023 March 31, 2024

Computers & softwares 14.19 7.65 - 21.84 8.41 5.95 - 14.36 5.78 7.48
Office equipments 33.15 2.58 - 35.73 16.65 7.98 - 24.63 16.50 11.10
Furniture & fixtures 7.52 2.13 - 9.65 2.62 1.51 - 4.13 4.90 5.52
Plant and machinery 9.49 73.38 - 82.87 3.37 7.40 - 10.77 6.12 72.10
Motor Vehicle 5.18 - - 5.18 0.57 1.44 - 2.01 4.61 3.17
Total 69.53 85.74 - 155.27 31.62 24.28 - 55.90 37.91 99.37

Financial year 2022-2023

Gross block (at cost) Accumulated depreciation Net block
Particulars As at Disposals/ As at As at Charge for Deletions/ As at As at As at
Additions
April 01, 2022 Adjustments March 31, 2023 April 01, 2022 the year Adjustments March 31, 2023 April 01, 2022 March 31, 2023

Computers & softwares 9.39 4.80 - 14.19 3.46 4.95 - 8.41 5.93 5.78
Office equipments 18.87 14.28 - 33.15 9.89 6.76 - 16.65 8.98 16.50
Furniture & fixtures 4.00 3.52 - 7.52 1.42 1.20 - 2.62 2.58 4.90
Plant and machinery 8.61 0.88 - 9.49 2.05 1.32 - 3.37 6.56 6.12
Motor Vehicle - 5.18 - 5.18 - 0.57 - 0.57 - 4.61
Total 40.87 28.66 - 69.53 16.82 14.80 - 31.62 24.05 37.91

Footnotes:
1. The Group has not carried out any revaluation of property, plant and equipment for the years ended March 31, 2025, March 31, 2024 and March 31, 2023.
2. There are no impairment losses recognised for the years ended March 31, 2025, March 31, 2024 and March 31, 2023.
3. Refer annexure 29 for depreciation.

F-48
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

12(A) Annexure 12(A) - Restated Statement of Intangible assets

Financial year 2024-2025

Gross block (at cost) Accumulated depreciation Net block
Particulars As at Disposals/ As at As at Charge for Deletions/ As at As at As at
Additions
April 01, 2024 Adjustments March 31, 2025 April 01, 2024 the year Adjustments March 31, 2025 April 01, 2024 March 31, 2025

Trademark 0.10 0.57 - 0.67 - - - - 0.10 0.67

Total 0.10 0.57 - 0.67 - - - - 0.10 0.67

Financial year 2023-2024

Gross block (at cost) Accumulated depreciation Net block
Particulars As at Disposals/ As at As at Charge for Deletions/ As at As at As at
Additions
April 01, 2023 Adjustments March 31, 2024 April 01, 2023 the year Adjustments March 31, 2024 April 01, 2023 March 31, 2024

Trademark - 0.10 - 0.10 - - - - - 0.10

Total - 0.10 - 0.10 - - - - - 0.10

…Space intentionally left blank…

F-49
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

13 Annexure 13 - Restated Statement of Intangible assets under development

Particulars As at
March 31, 2025 March 31, 2024 March 31, 2023

Opening balance 16.30 - -

Additions during the year:

Software development cost 221.98 16.30 -
Salary cost 251.53 - -

Capitalised during the year - - -

Closing Balance 489.81 16.30 -

(i) Ageing schedule for Intangible assets under development

Particulars March 31, 2025 March 31, 2024 March 31, 2023

Projects in progress (ERIS App)

Less than 1 year 473.51 16.30 -
1-2 Years 16.30 - -
2-3 Years - - -
More than 3 year - - -
Total 489.81 16.30 -

(ii) There are no projects whose completion is overdue or has exceeded its cost compared to its original plan.

(iii) Exim Routes Limited is developing a revolutionary AI-enabled B2B platform called ERIS (Exim Routes Intelligence System), to streamline the entire recyclable exchange chain.

During the financial year 2023-24, in the first phase, the group developed a BETA version of the platform that had 3 key features,
1) Demand and Supply aggregation module
2) Price Discovery and Bidding to enable online trading
3) Data integrations to enable basic insights and analytics

During the current financial year, the group has developed Phase 2 of the platform, focused on refining the above modules as well as develop the following new features,
1) AI-enabled supply-demand matching and bidding
2) AI-enabled forecasting and advanced insights/ analytics
3) Multi-channel integration incl. AI-chatbot and GPT integration
4) Freight Forwarder and logistics integration module

F-50
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

14 Annexure 14 - Restated Statement of Goodwill

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Exim Routes Pte. Ltd., Singapore 17.61 17.61 -

Total 17.61 17.61 -

15 Annexure 15 - Restated Statement of Deferred tax asset (net)

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Deferred tax asset (refer footnotes below) 13.80 7.12 5.95

Total 13.80 7.12 5.95

Footnotes:
(i) As at As at
Particulars Change/(benefit)
March 31, 2025 March 31, 2024
Property, plant and equipment 7.81 (3.72) 4.09
Provision for gratuity 5.99 (2.96) 3.03
Total 13.80 (6.68) 7.12

(ii) As at As at
Particulars Change/(benefit)
March 31, 2024 March 31, 2023
Property, plant and equipment 4.09 (1.07) 3.02
Provision for gratuity 3.03 (0.10) 2.93
Total 7.12 (1.17) 5.95

(iii) As at As at
Particulars Change/(benefit)
March 31, 2023 March 31, 2022
Property, plant and equipment 3.02 (1.34) 1.68
Provision for gratuity 2.93 (2.93) -
Total 5.95 (4.27) 1.68

16 Annexure 16 - Restated Statement of Other non-current assets

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Security deposits 4.06 2.10 12.10

Total 4.06 2.10 12.10

17 Annexure 17 - Restated Statement of Inventories (Valued at lower of cost and net realisable value)

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Stock in trade (Paper) 18.91 12.84 12.84

Total 18.91 12.84 12.84

18 Annexure 18 - Restated Statement of Trade receivables

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Unsecured, considered goods unless stated otherwise

Unsecured, considered good (refer annexure 37) 3,271.90 1,684.75 392.42

Unsecured, considered doubtful - - -
Total 3,271.90 1,684.75 392.42

F-51
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

Footnotes:
(i) Trade receivables are non-interest bearing and are normally received in the group's operating cycle.
(ii) Ageing schedule for trade receivables - March 31, 2025
Oustanding as at March 31, 2025 from due date of payment for
Particulars
Unbilled Not Due 0-6 Months 6-12 Months 1-2 Years 2-3 Years More than 3 years Total
Secured
Undisputed - considered good - - - - - - - -
Undisputed - considered doubtful - - - - - - - -
Disputed - considered good - - - - - - - -
Disputed - considered doubtful - - - - - - - -
Unsecured
Undisputed - considered good - 2,633.44 481.87 43.49 73.38 28.28 3,260.46
Undisputed - considered doubtful - - - - - - - -
Disputed - considered good - - - - - - 11.44 11.44
Disputed - considered doubtful - - - - - - - -
Total - 2,633.44 481.87 43.49 73.38 28.28 11.44 3,271.90

Ageing schedule for trade receivables - March 31, 2024

Oustanding as at March 31, 2024 from due date of payment for
Particulars
Unbilled Not Due 0-6 Months 6-12 Months 1-2 Years 2-3 Years More than 3 years Total
Secured
Undisputed - considered good - - - - - - - -
Undisputed - considered doubtful - - - - - - - -
Disputed - considered good - - - - - - - -
Disputed - considered doubtful - - - - - - - -
Unsecured
Undisputed - considered good - - 1,566.37 77.72 29.22 - - 1,673.31
Undisputed - considered doubtful - - - - - - - -
Disputed - considered good - - - - - - 11.44 11.44
Disputed - considered doubtful - - - - - - - -
Total - - 1,566.37 77.72 29.22 - 11.44 1,684.75

Ageing schedule for trade receivables - March 31, 2023

Oustanding as at March 31, 2023 from due date of payment for
Particulars
Unbilled Not Due 0-6 Months 6-12 Months 1-2 Years 2-3 Years More than 3 years Total
Secured
Undisputed - considered good - - - - - - - -
Undisputed - considered doubtful - - - - - - - -
Disputed - considered good - - - - - - - -
Disputed - considered doubtful - - - - - - - -
Unsecured
Undisputed - considered good 20.56 - 349.72 5.27 - 3.48 - 379.03
Undisputed - considered doubtful - - - - - - - -
Disputed - considered good - - - - - 1.95 11.44 13.39
Disputed - considered doubtful - - - - - - - -
Total 20.56 - 349.72 5.27 - 5.43 11.44 392.42

19 Annexure 19 - Restated Statement of Cash and bank balances

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Cash and cash equivalents

Balances with banks
- In current accounts 218.63 57.44 51.21
Cash on hand 1.00 - 1.07
Remittance in transit 18.46 - -
Total 238.09 57.44 52.28

F-52
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

20 Annexure 20 - Restated Statement of Short-term loans and advances

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Prepaid expenses 8.15 0.72 7.26

Balance with government authority 111.57 26.92 4.55
Unsecured, considered good
Capital advances (refer annexure 32) - - 67.10
Advance to suppliers 309.11 64.33 45.01
Loan to employees {(refer footnote (i)} 7.82 11.72 -
Advance to employees 18.77 1.08 2.91
Loans and advances to related parties {refer footnote (ii), (iii) and annexure 37} 151.77 27.89 -
Other receivables
from related parties {refer footnote (refer annexure 37)} 64.87 22.50 22.50
from others 7.50 - -
Other advances 5.00 - -
Total 684.56 155.16 149.33

Footnote:
(i) Loan to employees are interest free and recoverable within Group operating cycle.
(ii) Loans granted to related parties are interest free except Scan4health Diagnosis Private Limited and repayable on demand.
(iii) The group has given a interest bearing @ 18% per annum for a loan of Rs. 56.08 to Scan4health Diagnosis Private Limited on repayable on demand.

21 Annexure 21 - Restated Statement of Other current assets

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Advance tax 4.68 - -

TDS receivable from NBFCs 1.01 0.19 -
Total 5.69 0.19 -

…Space intentionally left blank…

F-53
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

22 Annexure 22 - Restated Statement of Revenue from operations

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Within India
Sale of products 11,319.04 6,377.71 2,060.26
Sale of services 227.81 44.28 463.30
Outside India
Sale of products 356.98 480.32 540.03
Sale of services 163.16 283.59 580.99
Total 12,066.99 7,185.90 3,644.58

Footnote:
Refer annexure 44 for segment reporting.

23 Annexure 23 - Restated Statement of Other income

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Interest income
- from loans and advances 7.07 - -
- from tax refund 0.28 - 1.00
Foreign exchange fluctuation gain (net) 13.00 1.22 0.71
Liabilities written back 1.97 51.82 -
Profit on sale of fixed asset 0.42 - -
Miscellenous income 9.21 0.05 -
Total 31.95 53.09 1.71

24 Annexure 24 - Restated Statement of Purchase of stock-in-trade

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Purchase of stock-in-trade (Paper) 9,749.30 5,957.70 1,916.32

Total 9,749.30 5,957.70 1,916.32

25 Annexure 25 - Restated Statement of Change in inventory of stock-in-trade

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Opening inventory of stock-in-trade* - 12.84 14.21

Less: Closing inventory of stock-in-trade (18.91) (12.84) (12.84)
Total (18.91) - 1.37

*During the year the holding company has written off opening stock amounting ₹ 12.84 lacs (Refer annexure 30)

26 Annexure 26 - Restated Statement of Cost of services

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Cost of services (Freight) 904.65 308.43 1,232.59

Total 904.65 308.43 1,232.59

27 Annexure 27 - Restated Statement of Employee benefits expense

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Salaries, wages and bonus 75.62 106.41 138.49

Directors remuneration (refer annexure 37) 111.04 165.23 105.14
Contribution to provident and other funds 0.54 0.80 4.72
Gratuity expense (refer annexure 33) 12.17 0.36 4.45
Staff welfare expenses 4.59 7.15 17.72
Total 203.96 279.95 270.52

F-54
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

28 Annexure 28 - Restated Statement of Finance cost

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Interest on borrowings (refer annexure 6 & 8 ) 18.69 1.30 1.25

Other borrowing cost-loan processing fees 5.48 2.04 -
Total 24.17 3.34 1.25

29 Annexure 29 - Restated Statement of Depreciation and amortisation expense

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Depreciation on property, plant and equipment (refer annexure 12) 24.29 24.28 14.80
Total 24.29 24.28 14.80

30 Annexure 30 - Restated Statement of Other expenses

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Power and fuel expenses 0.79 0.89 0.57

Repairs & maintenance 4.36 8.86 0.18
Rent expense 13.49 11.77 8.99
Insurance expense 3.16 5.66 0.12
Rates and taxes 2.31 1.56 5.33
Office and administration expenses 12.35 14.06 13.08
Interest on delay in payment of statutory dues 0.02 - 0.12
Travelling & convenyance 57.15 49.39 40.44
Business promotion expenses 39.32 22.71 21.84
Auditor fees {refer footnote (a)} 3.00 1.10 1.10
Legal and professional expenses 46.07 33.54 50.37
Bank charges 35.97 22.54 3.48
Inventory written off 12.84 - -
Asset written off 2.25 - -
Bad debts - 9.64 14.36
Miscellaneous expenses 0.21 0.10 0.18
Total 233.29 181.82 160.16

Footnote:
(a) Payment to auditors (excluding GST)
Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Statutory audit 2.00 1.10 1.10

Other services 1.00 - -
Total 3.00 1.10 1.10

F-55
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

31 Annexure 31 - Restated Statement of Earnings Per Share

The calculation of earnings per share (EPS) has been made in accordance with AS-20 ( Earnings per Share) . A statement on calculation of basic and diluted EPS is as under:

A. Earnings per share:

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Profit attributable to the equity share holders 675.22 304.73 37.49

Weighted average number of equity shares 1,29,16,138 1,00,000 1,00,000

Weighted average number of equity shares used as the denominator in calculating adjusted earnings per 1,29,16,138 1,20,00,000 1,20,00,000
share after issue of bonus shares (refer footnotes)
Earnings per share 5.23 304.73 37.49

Adjusted earnings per share after issue of bonus shares (refer footnotes) 5.23 2.54 0.31

Footnote:
(i) The Holding company does not have any outstanding dilutive potential equity shares for the years ended March 31, 2025, March 31, 2024 and March 31, 2023. Hence, basic and
diluted earning per share of the Holding company are same for the years ended March 31, 2025, March 31, 2024 and March 31, 2023.
(ii) Refer annexure 3.

32 Annexure 32 - Restated Statement of Contingent liabilities & capital commitments

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

(i) Contingent liabilities

Corporate guarantees (refer footnote) 769.62 435.89 -
769.62 435.89 -
(ii) Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for (net of
- - 603.00
advances) (refer annexure 20)
- - 603.00
Total 769.62 435.89 603.00

Footnote:
The Group has provided a corporate guarantee in favor of Scan4health Diagnosis Pvt Ltd for facilities availed from CSB Bank. The maximum potential liability under this guarantee
as of 31 March, 2025 and 31 March, 2024 amounts to ₹ 769.62 and ₹ 435.89 respectively.
Management does not expect any outflow of resources embodying economic benefits as a result of this guarantee, and accordingly, no provision has been recognized in the
financial statements as of the reporting date.

33 Annexure 33 - Restated Statement of Employee benefits obligations

The Group has in accordance with the AS-15 (Employee Benefits) calculated various benefits provided to employees, which are described as under:

A. Defined contribution plan

During the years, the Group has recognised the following amounts in the Statement of Profit and Loss:

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Employers' contribution to provident and other funds 0.54 0.80 4.72

0.54 0.80 4.72

…Space intentionally left blank…

F-56
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

B. Defined benefit plan

The present value obligation in respect of gratuity is determined based on actuarial valuation using the projected unit credit method, which recognises each period of service as
giving rise to additional unit of employee benefit entitlement and measures each unit separately to build up the final obligations. The summarised positions of various defined
benefits are as follows:

Actuarial assumptions

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Discount rate (percentage) 7.04 7.22 7.39

Future salary increase (percentage) 5.00 5.00 5.00
Retirement age (years) 58.00 58.00 58.00
Mortality rate inclusive of Provision for disability IALM (2012 - 14) IALM (2012 - 14) IALM (2012 - 14)
Withdrawal rate 5.00 5.00 5.00

Note:
a) The discount rate has been assumed ranges from 7.04% to 7.39% which is determined by reference to market yield at the balance sheet date on government securities. The
estimates of future salary increases, considered in actuarial valuation, take account of inflation, seniority, promotion and other relevant factors, such as supply and demand in the
employment market.
b) The Group's gratuity liability is entirely unfunded.
c) Since, the foreign subsidiaries are not incorporated in India, Hence, provisions related to AS-15 to Gratuity is not applicable to the foreign subsidiaries.

Reconciliation of present value of defined benefit obligation

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Present value of obligation at the beginning of the year 11.64 11.28 6.83
Current service cost 6.67 3.18 4.09
Interest cost 0.84 0.83 0.50
Actuarial loss/(gain) on obligation 4.66 (3.66) (0.14)
Present value of obligation at the end of the year 23.81 11.64 11.28

Amounts recognised in Balance Sheet

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Short-term provision for gratuity 2.24 0.50 0.02

Long-term provision for gratuity 21.57 11.14 11.26
Total 23.81 11.64 11.28

Expenses recognised in the Statement of Profit and Loss

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Current service cost 6.67 3.18 4.09

Interest cost 0.84 0.83 0.50
Actuarial loss/(gain) on obligation 4.66 (3.65) (0.14)
Total 12.17 0.36 4.45

C. The Group has adopted a leave policy where the accumulated balance of leave as of the reporting date is not carried forward to the next reporting period. In accordance with this
policy, no provision for leave encashment has been made for the years ended March 31, 2025, March 31, 2024 and March 31, 2023.

34 Annexure 34 - Restated Statement of Leases

As lessee
The group is a lessee under various operating leases for premises. The lease terms of these premises is of 11 months. The leases are both cancellable and non cancellable.
(a) Net rental expense in respect of all operating leases charged to the statement of profit and loss for the year ended March 31, 2025, March 31, 2024 and March 31, 2023 was
Rs. 13.49 lacs, Rs. 11.77 lacs and Rs. 8.99 lacs respectively.

(b) Total of future minimum lease payments in respect of non-cancellable operating leases are as follows:

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Not later than 1 year 1.48 4.13 9.13

Later than 1 year but not later than 5 years - - 1.93
Later than 5 years - - -
Total 1.48 4.13 11.06

F-57
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

35 Annexure 35 Corporate social responsibility (CSR) expenditure

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Group is required to comply with CSR obligations if it meets the financial thresholds based on its
net worth, turnover or net profit. For the years ended March 31, 2025, March 31, 2024 and March 31, 2023 the Group has not met the financial thresholds specified for CSR
applicability. As a result, the provisions relating to CSR do not apply to the Group for these years.

Accordingly, no CSR spending or initiatives were undertaken during the years ended March 31, 2025, March 31, 2024 and March 31, 2023.

36 Annexure 36 -In terms of Section 22 of Chapter V of Micro, Small and Medium Enterprise Development Act, 2006 (MSMED Act, 2006), the disclosures of payments due
to any supplier are as follows:

As at/Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

The principal amount and the interest due thereon remaining unpaid to any MSME supplier as at the end of
each accounting year included in
- Trade payables 13.86 - -
- Other current liabilities - - -
- Payables for expenses - - -
- Principal amount due to micro and small enterprises - - -
- Interest due on above - - -

The amount of interest paid by the buyer in terms of section 16 of the MSMED ACT 2006 along with the
- - -
amounts of the payment made to the supplier beyond appointed day during each accounting year.
The amount of interest due and payable for the period of delay in making payment (which have been paid
but beyond the appointment day during the year) but without adding the interest specified under the - - -
MSMED Act, 2006.
The amount of interest accrued and remaining unpaid at the end of each accounting year. - - -
The amount of further interest remaining due and payable even in the succeeding years, until such date
when the interest dues as above are actually paid to the small enterprise for the purpose of disallowance as - - -
a deductible under section 23 of the MSMED Act 2006.

37 Annexure 37 - Restated Statement of Related party disclosure

The disclosure as required by the Accounting Standard -18 (Related Party Disclosure) are given below:

A. List of related parties with whom transactions have taken place:

Nature of relationship Name of related party
Key management personnel Manish Goyal (Director, CEO)
Govind Rai Garg (Director, CFO)
Vijay Kumar Rathi (Director)
Pallav Singal (Director)
Vivinprasath Devaraj (Director)
Balwinder Sharma (Director) (upto April 05, 2023)
Kesavaramanujam (Director) (upto July 19, 2024)
Yogesh Pratap Shishodia (Director)
Anshul Bansal (Director)
Avnish T Ramjee (Director)
Afzal Ismail (Director) (upto January 14, 2025)
Saurabh Kumar (Director)
Richa Anand (w.e.f. 07 January 2025) CS
Aman Goel (Director)
Relative of Key management personnel Bharti Chonker (Wife of director)
Bhawna Sharma (Wife of director)
Yashpal Sharma (Brother of director)
Radha Singal (Wife of director)
Enterprises under common control Scan4health Diagnosis Private Limited
Mehrotra & Mehrotra (Partnership firm of director)
Good Earth SCM Pte Ltd

F-58
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

B. Details of related party transactions are as below:

Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

1. Short-term borrowings (Unsecured)

a. Manish Goyal
Amount outstanding at the beginning of the year 22.28 255.48 111.61
Add: Accepted during the year 253.84 414.77 872.85
Less: Repaid during the year (276.12) (647.97) (728.98)
Amount outstanding at the end of the year - 22.28 255.48

b. Govind Rai Garg

Amount outstanding at the beginning of the year - 8.09 1.20
Add: Accepted during the year 167.55 120.48 73.80
Less: Repaid during the year (167.55) (128.57) (66.91)
Amount outstanding at the end of the year - - 8.09

c. Vijay Kumar Rathi

Amount outstanding at the beginning of the year 23.88 21.97 21.97
Add: Accepted during the year - 1.91 -
Less: Repaid during the year (23.88) - -
Amount outstanding at the end of the year - 23.88 21.97

d. Pallav Singal
Amount outstanding at the beginning of the year - - -
Add: Accepted during the year 147.90 - -
Less: Repaid during the year (147.90) - -
Amount outstanding at the end of the year - - -

e. Chonker Bharti
Amount outstanding at the beginning of the year 4.99 - -
Add: Accepted during the year 27.15 21.55 -
Less: Repaid during the year (31.04) (16.59) -
Foreign exchange (Net) 0.09 0.03 -
Amount outstanding at the end of the year 1.19 4.99 -

f. Anshul Bansal
Amount outstanding at the beginning of the year 2.74 - -
Add: Accepted during the year 62.42 13.26 -
Less: Repaid during the year (50.08) (10.52) -
Foreign exchange (Net) 0.25 0.00 -
Amount outstanding at the end of the year 15.33 2.74 -

g. Saurabh Kumar
Amount outstanding at the beginning of the year - - -
Add: Accepted during the year 8.50 - -
Less: Repaid during the year (8.50) - -
Foreign exchange (Net) - - -
Amount outstanding at the end of the year - - -

h. Good Earth SCM Pte Ltd

Amount outstanding at the beginning of the year - 360.37 -
Add: Accepted during the year - 51.71 -
Less: Repaid during the year - (229.31) -
Foreign exchange (Net) - (0.04) -
Amount outstanding at the end of the year - 182.73 -

2. Trade payables

a. Mehrotra & Mehrotra

Amount outstanding at the beginning of the year - - 0.00
Add: Expense booked during the year - - 0.02
Less: Payment made during the year - - (0.02)
Amount outstanding at the end of the year - - -

F-59
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

3. Employee related payables

a. Manish Goyal
Amount outstanding at the beginning of the year 1.48 1.50 -
Add: Expense booked during the year 42.00 36.00 36.90
Add: Payment made on behalf of company - 0.44 0.65
Less: Payment made during the year (43.48) (36.46) (36.05)
Amount outstanding at the end of the year - 1.48 1.50

b. Govind Rai Garg

Amount outstanding at the beginning of the year 0.83 1.00 -
Add: Expense booked during the year 28.50 18.00 18.90
Add: Payment made on behalf of company 11.95 21.85 6.50
Less: Payment made during the year (41.28) (40.02) (24.40)
Amount outstanding at the end of the year - 0.83 1.00

c. Vijay Kumar Rathi

Amount outstanding at the beginning of the year 9.60 1.91 0.15
Add: Expense booked during the year 18.00 18.00 18.90
Add: Payment made on behalf of company - 0.12 -
Less: Payment made during the year (27.60) (10.43) (17.14)
Amount outstanding at the end of the year - 9.60 1.91

d. Balwinder Sharma
Amount outstanding at the beginning of the year - 2.16 3.90
Add: Expense booked during the year - 16.61 22.64
Add: Payment made on behalf of company - - -
Less: Payment made during the year - (18.77) (24.38)
Amount outstanding at the end of the year - - 2.16

e. Kesavaramanujam
Amount outstanding at the beginning of the year - - -
Add: Expense booked during the year - - 7.80
Add: Payment made on behalf of company - - 2.34
Less: Payment made during the year - - (10.14)
Amount outstanding at the end of the year - - -

f. Bhawna Sharma
Amount outstanding at the beginning of the year - 0.55 -
Add: Expense booked during the year - 1.20 7.20
Add: Payment made on behalf of company - 0.06 0.37
Less: Payment made during the year - (1.81) (7.02)
Amount outstanding at the end of the year - - 0.55

g. Yashpal Sharma
Amount outstanding at the beginning of the year - 0.25 -
Add: Expense booked during the year - 0.50 1.00
Add: Payment made on behalf of company - - -
Less: Payment made during the year - (0.75) (0.75)
Amount outstanding at the end of the year - - 0.25

h. Pallav Singal
Amount outstanding at the beginning of the year - - -
Add: Expense booked during the year 28.50 - -
Add: Payment made on behalf of company 0.19 - -
Less: Payment made during the year (28.69) - -
Amount outstanding at the end of the year - - -

i. Vivinprasath Devaraj
Amount outstanding at the beginning of the year (3.41) - -
Add: Expense booked during the year 15.75 - -
Add: Payment made on behalf of company 0.01 - -
Add: Advance Received back during the year 10.42 - -
Less: Payment made during the year (22.77) - -
Amount outstanding at the end of the year - - -

F-60
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

j. Yogesh Pratap Sisodia

Amount outstanding at the beginning of the year - 35.12 -
Add: Expense booked during the year - 99.53 -
Add: Payment made on behalf of company - 0.28 -
Add: Advance received back - 27.25 -
Less: Payment made during the year - (151.06) -
Foreign exchnage (Net) - (0.08) -
Amount outstanding at the end of the year - 11.04 -

k. Saurabh Kumar
Amount outstanding at the beginning of the year - - -
Add: Expense booked during the year 42.29 - -
Add: Payment made on behalf of company (35.24) - -
Less: Payment made during the year 0.08 - -
Amount outstanding at the end of the year 7.13 - -

l. Anshul Bansal
Amount outstanding at the beginning of the year - - -
Add: Expense booked during the year 29.51 - -
Add: Payment made on behalf of company 3.05 - -
Less: Payment made during the year (32.52) - -
Foreign exchnage (Net) 0.00 - -
Amount outstanding at the end of the year 0.04 - -

m. Avnish T Ramjee
Amount outstanding at the beginning of the year - - -
Add: Expense booked during the year 19.06 - -
Add: Payment made on behalf of company - - -
Less: Payment made during the year (16.58) - -
Foreign exchnage (Net) 0.07 - -
Amount outstanding at the end of the year 2.55 - -

n. Afzal Ismail
Amount outstanding at the beginning of the year - - -
Add: Expense booked during the year 6.23 - -
Add: Payment made on behalf of company - - -
Less: Payment made during the year (6.23) - -
Foreign exchnage (Net) - - -
Amount outstanding at the end of the year - - -

o. Radha Singhal
Amount outstanding at the beginning of the year 0.90 0.45 -
Add: Expense booked during the year 5.40 0.90 -
Add: Payment made on behalf of company - - -
Less: Payment made during the year (6.30) (0.45) -
Amount outstanding at the end of the year - 0.90 -

p. Richa Anand
Amount outstanding at the beginning of the year - - -
Add: Expense booked during the year 1.91 - -
Add: Payment made on behalf of company 0.32 - -
Less: Payment made during the year (2.13) - -
Amount outstanding at the end of the year 0.10 - -

4. Other Payables

a. Manish Goyal
Amount outstanding at the beginning of the year - - -
Add: Payable towards share capital - 40.51 -
Less: Payment made during the year - (40.51) -
Amount outstanding at the end of the year - - -

b. Aman Goel
Amount outstanding at the beginning of the year 15.82 - -
Add: Payable towards share capital - 15.82 -
Less: Payment made during the year - - -
Amount outstanding at the end of the year 15.82 15.82 -

F-61
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

5. Trade receivables

a. Scan4health Diagnosis Private Limited

Amount outstanding at the beginning of the year - - -
Add: Sales made during the year ** 9.23 - -
Add: Sale of Fixed Asert During the Year 22.15 - -
Less: Amount received during the year (31.38) - -
Amount outstanding at the end of the year - - -

6. Other Receivables

a. Manish Goyal
Amount outstanding at the beginning of the year - - -
Add: Sale of Fixed Asert During the Year 26.56 - -
Less: Received During the Year - - -
Amount outstanding at the end of the year 26.56 - -

b. Govind Rai Garg

Amount outstanding at the beginning of the year - - -
Add: Sale of Fixed Asert During the Year 24.96 - -
Less: Received During the Year - - -
Amount outstanding at the end of the year 24.96 - -

7. Loan Receivables

a. Scan4health Diagnosis Private Limited

Amount outstanding at the beginning of the year - - -
Add: Loan Given during the year 170.33 - -
Less: Received during the year (120.55) - -
Add: Interest on loan (Net of TDS) 6.30 - -
Amount outstanding at the end of the year 56.08 - -

b. Aman Goel
Amount outstanding at the beginning of the year 29.07 44.13 -
Add: Loan Given during the year 2.47 6.59 -
Less: Received during the year (7.26) (21.47) -
Foreign exchnage (Net) 0.60 (0.18) -
Amount outstanding at the end of the year 24.88 29.07 -

c. Good Earth SCM Pte Ltd

Amount outstanding at the beginning of the year (182.73) - -
Add: Accepted during the year (34.06) - -
Less: Repaid during the year 369.13 - -
Foreign exchange (Net) (2.91) - -
Amount outstanding at the end of the year 149.43 - -

8. Advance to employees

a. Yogesh Pratap Sisodia

Amount outstanding at the beginning of the year (11.04) - -
Add: Expense booked during the year (108.25) - -
Add: Payment made on behalf of company (4.92) - -
Add: Advance received back - - -
Less: Payment made during the year 141.50 - -
Foreign exchnage (Net) 0.05 - -
Amount outstanding at the end of the year 17.34 - -

** Corporate Gurantee to Scan4health Diagnosis Private Limited

F-62
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

38 Annexure 38 - Restated Statement of Movement of inventory

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Quantity
Unit of measurement Metric tons Metric tons Metric tons
Inventory at the beginning of the year 15.93 15.94 17.38
Add: Purchases during the year 63,710.07 38,777.55 13,230.14
Less: Sales during the year (63,569.45) (38,777.55) (13,231.58)
Less: written off (15.93) - -
Inventory at the end of the year 140.62 15.94 15.94

Amount
Inventory at the beginning of the year (12.84) (12.84) 14.21
Add: Purchases during the year 9,749.30 5,957.70 1,916.32
Less: Cost of sales during the year (9,768.22) (5,957.70) (1,943.37)
Less: written off 12.84 - -
Inventory at the end of the year (18.92) (12.84) (12.84)

39 Annexure 39 - Restated Statement of Un-hedged foreign currency exposure

The year-end foreign currency exposures that have not been hedged by a derivative instrument or otherwise as follows:

As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023

Receivables in foreign currency

'- Trade receivables in USD 1,20,000.00 - 55,000.00
in EUR 34,967.30 4,56,237.06 -
in GBP 8,52,550.95 - -
Payable in foreign currency -
- Trade payable (including acceptances) in USD 2,35,688.03 53,950.01 -
in GBP 30,643.62 - -
in EUR - 31,822.06 -

` - payable for Investment in USD 17,500.00 17,500.00 -

Trade Receivables in INR 1,079.09 411.61 45.22

Trade Payables in INR 235.64 73.69 -
Payables for investment in INR 14.98 14.59 -
Total in INR 1,329.70 499.89 45.22

…Space intentionally left blank…

F-63
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

40 Annexure 40 - Restated Statement of Accounting ratios

Year ended Reason for Year ended Reason for

Ratios Formula % Change % Change
March 31, 2025 March 31, 2024 variance March 31, 2023 variance

a). Current ratio Current assets 1.91 1.30 46.91% Refer footnotr (a) 1.03 26.23% Refer footnotr (j)
Current liabilities

b). Debt-equity ratio Total debt 0.20 0.89 -77.91% Refer footnotr (b) 4.54 -80.41% Refer footnotr (k)
Shareholders' equity

c). Debt service coverage ratio Earnings available for debt services 21.97 390.82 -94.38% Refer footnotr (c) 52.14 649.54% Refer footnotr (l)
Debt service

d). Return on equity ratio Net profit after taxes * 100 53.14% 149.01% -64.34% Refer footnotr (d) 78.84% 89.00% Refer footnotr (m)
Average shareholders' equity

e). Inventory turnover ratio Cost of goods sold 612.94 464.00 32.10% Refer footnotr (e) 141.79 227.24% Refer footnotr (n)
Average inventory

f). Trade receivable turnover ratio Net credit sales= Gross credit sale - 4.87 6.92 -29.63% Refer footnotr (f) 14.79 -53.22% Refer footnotr (o)
sales return
Average trade receivables

g). Trade payables turnover ratio Net credit purchases= Gross credit 8.64 10.66 -18.96% Refer footnotr (g) 20.86 -48.91% Refer footnotr (p)
purchase - Purchase return
Average trade payables

h). Net capital turnover ratio Net credit sales= Gross credit sale - 9.83 31.21 -68.50% Refer footnotr (h) 21,438.71 -99.85% Refer footnotr (q)
sales return
Average working capital

i). Net profit ratio Net profit after taxes * 100 6.27% 5.85% 7.15% NA* 1.03% 468.65% Refer footnotr (r)
Net sales

j). Return on capital employed Earnings before interest and taxes * 100 35.53% 51.19% -30.59% Refer footnotr (i) 14.50% 252.92% Refer footnotr (s)
Capital employed

k). Return on investment Net profit after taxes * 100 15.88% 20.47% -22.44% NA* 5.66% 261.99% Refer footnotr (t)
Total assets

* N.A. Not applicable, variance is below the threshhold

In accordance with the requirements, changes in ratios of more than 25% as compare to previous year have been explained.

Footnote:
(a) The group raised funds through private placement and debt during FY 2024-25 whose deployment increased our debtors/ inventories/ advances.
(b) The group raised funds through private placement during FY 2024-25 which increased the base
(c) The group raised funds through private placement and debt during FY 2024-25 whose deployment boosted our earnings
(d) The group raised funds through private placement and debt during FY 2024-25 which increased our base
(e) The group raised funds through private placement and debt during FY 2024-25 due to which grew our business and hence the COGS increased.
(f) We worked on better working capital trades due to which our collection period had a positive impact
(g) We got credit from suppliers by increasing our quantity commitments with them.
(h) The group raised funds through private placement and debt during FY 2024-25 whose deployment increased our debtors/ inventories/ advances.
(i) The group raised funds through private placement and debt during FY 2024-25 whose deployment boosted our earnings with a increase in capital deployed
(j) The group raised funds through during Feb 2024 whose deployment increased our debtors/ inventories/ advances.
(k) We paid director loans during FY 23-24 which impact the debt amount.
(l) The group raised funds through during Feb 2024 which increased our debt service obligations in the year end
(m) The group raised funds through during Feb 2024 whose deployment increased our profits. Further, we acquired our Singapore and Germany subsidiary during FY 23-24 which gave us good profits.
(n) The group raised funds through private placement and debt during FY 2024-25 due to which grew our business and hence the COGS increased. Further, we acquired our Singapore and Germany subsidiary
during FY 23-24 which increased our COGS.
(o) We worked on better working capital trades due to which our collection period had a positive impact
(p) We got credit from suppliers by increasing our quantity commitments with them.
(q) The group raised funds through debt during FY 2023-24 whose deployment increased our debtors/ inventories/ advances. Acuisitiion of subsidiaries increased the sales number with a good impact.
(r) We acquired our Singapore and Germany subsidiary during FY 23-24 which gave us good profits.
(s) We acquired our Singapore and Germany subsidiary during FY 23-24 which gave us good profits.
(t) We acquired our Singapore and Germany subsidiary during FY 23-24 which gave us good profits.

41 Annexure 41 - Restated Statement of Capitalisation

Particulars Pre offer Post issue

Debt:
Long-term Borrowings 188.54 -
Short-term Borrowings 186.29 -
Current maturities of long term borrowing 86.00 -
Total Debt (A) 460.83 -

Shareholders Fund:
Equity shares 689.12 -
Reserves and Surplus 1,441.33 -
Total Shareholders Fund (B) 2,130.45 -
Long term Debt/ Shareholders Fund 12.89%
Total Debt / Shareholders Fund (A/B) 21.63% -

F-64
 EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

42 Annexure 42 - Restated Statement of Tax Shelter

Particulars For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Restated profit before tax as per books (A) 978.19 483.47 472.94
Tax Rates
Income Tax Rate (%) * 25.17 26.00 26.00
Adjustments :
Income Considered Separately - - -
Capital Gain - - -
Rent Income - - -
Interest Income - - -
Income from Business & Profession 978.19 483.47 472.94
Prior Period Items
Add: Disallowance u/s 43B
Gratuity 12.17 0.36 4.45

Add: Disallowance u/s 37

ESI/PF Demannd 0.01 - -
Interest & Penalty 0.02 0.00 0.33
MSME Payable 3.98 - -

(-)Book Depreciation 24.29 24.28 14.80

(+)Income Tax Depreciation allowed 10.64 20.13 9.64
Income under the head business 1,008.01 487.98 482.88
Rent Income - - -
Interest Income - - -
Net Taxable Income 1,008.01 487.98 482.88
Income tax 111.06 21.79 14.49
Surcharge 11.11 - -
Edu Cess 4.89 0.92 0.49
Tax at normal rate 228.59 62.43 16.06

Special income-LTCG - - -
Special income-STCG - - -
Income tax - - -
Surcharge - - -
Education Cess - - -
Tax at Special rate - - -

Interest u/s 234a/b/c - 1.87 -

Total Tax Payable (Restated) 228.59 64.31 16.06

Tax paid/ payable(as per Audited) 228.59 63.25 13.73

* Since, the group has foreign subsidiary in different countries. Hence tax rates applicable to them are different as compared to India

F-65
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

43 Annexure 43 - Restated Statement of Interest in other entities

(A) Information about subsidiaries

The consolidated financial statements of the Group includes subsidiaries listed in the table below :

Name of subsidiary Date of Country of % Equity interest as at

Acquisition Incorporation March 31, 2025 March 31, 2024 March 31, 2023
Exim Routes INC., USA 29-Nov-21 USA 100% 100% 100%
Exim Routes Pte. Ltd., Singapore 19-Jun-23 Singapore 67% 67% -
Good Earth SCM GmbH, Germany 21-Aug-23 Germany 70% 70% -
Exim Routes UK Ltd. 10-Feb-24 UK 100% 100% -
Exim Routes SA (Pty) Ltd. 12-Jul-25 South Africa 100% - -

Financial information of subsidiaries that have material Minority interests is provided below:
Proportion of equity interest held by Minority interest:

Name of subsidiary Date of Country of % Held by Minority as at

Acquisition Incorporation March 31, 2025 March 31, 2024 March 31, 2023
Exim Routes Pte. Ltd., Singapore 19-Jun-23 Singapore 33% 33% -
Good Earth SCM GmbH, Germany 21-Aug-23 Germany 30% 30% -

The summarised financial information of the subsidiaries are provided below. This information is based on amounts before inter-company eliminations.

Year ended
March 31, 2025
Exim Routes Exim Routes Pte. Ltd., Good Earth SCM Exim Routes UK Ltd. Exim Routes SA
INC., USA Singapore GmbH, Germany (Pty) Ltd.

Revenue 532.87 8,236.35 497.40 2,176.34 -

Other income 0.90 7.33 2.58 15.68
Total income 533.77 8,243.68 499.98 2,192.02 -
Cost of services 11.79 450.41 66.92 360.00 -
Purchase of stock in trade 379.09 7,158.10 309.94 1,455.01 -
Employee Benefit Expense 57.44 108.25 - 43.96 25.09
Finance cost - - - 1.84 -
Other expense 68.93 245.82 121.82 69.64 8.13
Total expense 517.25 7,962.58 498.68 1,930.45 33.22
Profit before tax 16.52 281.10 1.30 261.57 (33.22)
Tax expense 3.85 34.29 0.05 63.34 -
Profit after tax 12.67 246.81 1.25 198.23 (33.22)

As at
March 31, 2025
Exim Routes Exim Routes Pte. Ltd., Good Earth SCM Exim Routes UK Ltd. Exim Routes SA
INC., USA Singapore GmbH, Germany (Pty) Ltd.

Summarised balance sheet

Current assets 200.92 2,288.28 177.15 1,243.08 4.75
Non-current assets - - - - -
Total Assets 200.92 2,288.28 177.15 1,243.08 4.75

Equity & Reserves 38.75 610.15 44.55 207.08 (28.47)

Current liabilities 162.17 1,678.13 132.60 1,036.00 33.22
Non-current liabilities - - - - -
Total Liabilities 200.92 2,288.28 177.15 1,243.08 4.75

…...continue to next page

F-66
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025

Year ended
March 31, 2024
Exim Routes Exim Routes Pte. Ltd., Good Earth SCM Exim Routes UK Ltd. Exim Routes SA
INC., USA Singapore GmbH, Germany (Pty) Ltd.

Revenue 1,168.48 5,237.57 645.64 - -

Other income - 219.95 - -
Total income 1,168.48 5,457.52 645.64 - -
Cost of services
Purchase of stock in trade 1,112.04 4,756.51 521.07 - -
Employee Benefit Expense - 96.99 0.02 - -
Other expense 42.14 248.09 95.01 1.67 -
Total expense 1,154.18 5,101.59 616.10 1.67 -
Profit before tax 14.29 355.94 29.54 (1.67) -
Tax expense 6.41 24.39 8.91 - -
Profit after tax 7.88 331.55 20.62 (1.67) -

As at
March 31, 2024
Exim Routes Exim Routes Pte. Ltd., Good Earth SCM Exim Routes UK Ltd. Exim Routes SA
INC., USA Singapore GmbH, Germany (Pty) Ltd.

Summarised balance sheet

Current assets 638.5 1,527.01 471.55 23.56 -
Non-current assets - - - 0.00 -
Total Assets 638.47 1,527.01 471.55 23.56 -

Equity & Reserves 26.08 367.50 43.29 8.86 -

Current liabilities 420.76 1,159.51 123.27 4.17 -
Non-current liabilities 191.63 - 304.99 10.53 -
Total Liabilities 638.47 1,527.01 471.55 23.56 -

Year ended
March 31, 2023
Exim Routes Exim Routes Pte. Ltd., Good Earth SCM Exim Routes UK Ltd. Exim Routes SA
INC., USA Singapore GmbH, Germany (Pty) Ltd.

Revenue 2,411.37 - - - -
Other income - - - - -
Total income 2,411.37 - - - -
Cost of services - - - - -
Purchase of stock in trade 2,307.71 - - - -
Other expense 93.11 - - - -
Total expense 2,400.82 - - - -
Profit before tax 10.55 - - - -
Tax expense 1.08 - - - -
Profit after tax 9.47 - - - -

As at
March 31, 2023
Exim Routes Exim Routes Pte. Ltd., Good Earth SCM Exim Routes UK Ltd. Exim Routes SA
INC., USA Singapore GmbH, Germany (Pty) Ltd.

Summarised balance sheet

Current assets 264.18 - - - -
Non-current assets - - - - -
Total Assets 264.18 - - - -

Equity & Reserves 17.89 - - - -

Current liabilities 246.29 - - - -
Non-current liabilities - - - - -
Total Liabilities 264.18 - - - -

F-67
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025

(B) Additional information as required under Schedule III of the Companies Act, 2013, of the enterprises consolidated as subsidiaries:

For the year ended 31 March 2025

Particulars Net assets Share in Profit or Loss

As % of As % of
consolidated net assets Amount consolidated profit Amount
Holding Company :
Exim Routes Limited 62.81% 1,473.10 43.71% 330.55

Subsidiaries :
Exim Routes INC., USA 1.65% 38.75 1.67% 12.67
Exim Routes Pte. Ltd., Singapore 26.02% 610.15 32.63% 246.81
Good Earth SCM GmbH, Germany 1.90% 44.55 0.17% 1.25
Exim Routes UK Ltd. 8.83% 207.08 26.21% 198.23
Exim Routes SA (Pty) Ltd. -1.21% (28.47) -4.39% (33.22)

Total 2,345.16 756.29

For the year ended 31 March 2024

Particulars Net assets Share in Profit or Loss

As % of As % of
consolidated net assets Amount consolidated profit Amount
Holding Company :
Exim Routes Limited 11.27% 56.60 12.91% 53.11

Subsidiaries :
Exim Routes INC., USA 5.19% 26.08 1.92% 7.88
Exim Routes Pte. Ltd., Singapore 73.16% 367.50 80.57% 331.55
Good Earth SCM GmbH, Germany 8.62% 43.29 5.01% 20.62
Exim Routes UK Ltd. 1.76% 8.86 -0.41% (1.67)

Total 502.33 411.49

For the year ended 31 March 2023

Particulars Net assets Share in Profit or Loss

As % of As % of
consolidated net assets Amount consolidated profit Amount
Holding Company :
Exim Routes Limited 2.37% 55.68 4.21% 31.85

Subsidiaries :
Exim Routes INC., USA 0.76% 17.89 1.25% 9.47

Total 73.57 41.32

F-68
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025

(C) Minority interest

As at As at
March 31, 2025 March 31, 2024
Exim Routes Pte. Ltd., Good Earth SCM Exim Routes Pte. Good Earth SCM
Singapore GmbH, Germany Ltd., Singapore GmbH, Germany
Summarised balance sheet
Non-controlling interest 33% 30% 33% 30%
Current assets 2,288.28 177.15 1,527.01 471.55
Non-current assets - - - -
Total Assets 2,288.28 177.15 1,527.01 471.55

Current liabilities 1,678.13 132.60 1,159.51 123.27

Non-current liabilities - - - 304.99
Total Liabilities 1,678.13 132.60 1,159.51 428.26

Net asset 610.15 44.55 367.50 43.29

Accumulated minority interest 201.35 13.37 121.28 12.99

Year ended Year ended

March 31, 2025 March 31, 2024
Exim Routes Pte. Ltd., Good Earth SCM Exim Routes Pte. Good Earth SCM
Singapore GmbH, Germany Ltd., Singapore GmbH, Germany
Summarised statement of profit and loss
Non-controlling interest 33% 30% 33% 30%
Revenue 8,236.35 497.40 5,237.57 645.64
Profit for the year 246.81 1.25 331.55 20.62
Total income 246.81 1.25 331.55 20.62

Profit allocated to minority interest 81.45 0.38 109.41 6.19

…Space intentionally left blank…

F-69
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

44 Annexure 44 - Restated Statement of Segmental Reporting

Primary Segments

The Group has identified two reportable business segments as primary segments: Sale of products and Sale of services. The segment have been identified and
reported taking into account the nature of products, the different risks and returns, the organisation structure and the internal financial reporting systems.

1. Sale of products: The company is engaged in the sale of recyclable paper and paper related chemicals.

2. Sale of services: The company provides management consultation services related to operations in optimizing business processes and improving efficiency.
Additionally, it offers container handling and freight forwarding services, facilitating smooth logistics and supply chain management for domestic and
international trade.

Segment assets, segment liabilities and Segment profit and loss are measured in the same way as in the financial statements.

Reportable Segments
March 31, 2025
Product Services Unallocable Total

External sales 11,676.02 390.97 - 12,066.99

Total Revenue (A) 11,676.02 390.97 - 12,066.99

Allocated Expenses (B) 11,004.53 15.17 - 11,019.70

Operating Profit (C=A-B) 671.49 375.80 - 1,047.29

Finance cost (24.17)

Other income 31.95
Tax expenses (221.91)
Unallocated expenses (76.88)

Net Profit 756.28

Segment assets 4,265.04 131.70 - 4,396.74

Unallocated assets - - 365.55 365.55
Total Assets 4,762.29

Segment liabilities 1,917.77 - - 1,917.77

Unallocated liabilities - - 499.35 499.35
Total Liabilities 2,417.12

Other Information
Capital expenditure - allocable 476.84 - - 476.84
Capital expenditure - unallocable - - - -
Depreciation and amortisation - allocable - - - -
Depreciation and amortisation - unallocable - - 24.29 24.29

Secondary segment

The Company has identified Geographical Segment as Secondary Segment.

Financial information about the geographic segment is given below:

Particulars Within India Overseas Total

Segment revenue 11,546.85 520.14 12,066.99
Segment assets 1,526.88 3,235.41 4,762.29
Segment liabilities 508.48 1,908.64 2,417.12
Capital expenditures 476.84 - 476.84

F-70
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

Reportable Segments
March 31, 2024
Product Services Unallocable Total

External sales 6,858.03 327.87 - 7,185.90

Total Revenue (A) 6,858.03 327.87 - 7,185.90

Allocated Expenses (B) 6,484.91 193.08 - 6,677.99

Operating Profit (C=A-B) 373.12 134.79 - 507.91

Finance cost (3.34)

Other income 53.09
Tax expenses (63.14)
Unallocated expenses (74.20)

Net Profit 420.32

Segment assets 1,870.70 - - 1,870.70

Unallocated assets - - 182.28 182.28
Total Assets 2,052.98

Segment liabilities 1,320.09 - - 1,320.09

Unallocated liabilities - - 231.62 231.62
Total Liabilities 1,551.71

Other Information
Capital expenditure - allocable 102.14 - - 102.14
Capital expenditure - unallocable - - - -
Depreciation and amortisation - allocable - - - -
Depreciation and amortisation - unallocable - - 24.28 24.28

Secondary segment

The Company has identified Geographical Segment as Secondary Segment.

Financial information about the geographic segment is given below:

Particulars Within India Overseas Total

Segment revenue 6,421.99 763.91 7,185.90
Segment assets 256.21 1,796.77 2,052.98
Segment liabilities 275.14 1,276.57 1,551.71
Capital expenditures 102.14 - 102.14

F-71
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

Reportable Segments
March 31, 2023
Product Services Unallocable Total

External sales 2,600.29 1,044.29 - 3,644.58

Total Revenue (A) 2,600.29 1,044.29 - 3,644.58

Allocated Expenses (B) 2,565.35 890.19 - 3,455.54

Operating Profit (C=A-B) 34.94 154.10 - 189.04

Finance cost (1.25)

Other income 1.71
Tax expenses (11.79)
Unallocated expenses (140.21)

Net Profit 37.50

Segment assets 339.16 141.30 - 480.46

Unallocated assets - - 182.37 182.37
Total Assets 662.83

Segment liabilities 265.41 6.53 - 271.94

Unallocated liabilities - - 328.01 328.01
Total Liabilities 599.95

Other Information
Capital expenditure - allocable - - - -
Capital expenditure - unallocable - - - -
Depreciation and amortisation - allocable - - - -
Depreciation and amortisation - unallocable - - 14.80 14.80

Secondary segment

The Company has identified Geographical Segment as Secondary Segment.

Financial information about the geographic segment is given below:

Particulars Within India Overseas Total

Segment revenue 2,523.56 1,121.02 3,644.58
Segment assets 398.65 264.18 662.83
Segment liabilities 353.66 246.29 599.95
Capital expenditures - - -

F-72
EXIM ROUTES LIMITED
(Formerly known as Exim Routes Private Limited)
CIN:U51909HR2019PLC115525
Annexure to the Restated Consolidated Financial Statements for the year ended March 31, 2025
(All amounts are ₹ in lacs unless otherwise stated)

45 Annexure 45 - Restated Statement of Other statutory information

(i). The Group does not have any Benami property, where any proceeding has been initiated or pending against the Group for holding any Benami property.
(ii). The Group does not have any transactions with companies struck off.
(iii). The Group does not have any charges or satisfaction which is yet to be registered with Registrar of Companies beyond the statutory period.
(iv). The Group has not traded or invested in cryptocurrency or virtual currency during the financial year.
(v). The Group has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding
that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group (Ultimate Beneficiaries), or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
(vi). The Group does not receive any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in
writing or otherwise) that the Group shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Group (Ultimate Beneficiaries), or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
(vii). The Group does not have transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the [Link] the tax
assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
(viii). The Group has not been declared as wilful defaulter by any bank or financial Institution or other lender.
(ix). The Group does not have any immovable property whose title deeds are not held in the name of the Group.

46 Annexure 46
The Group has used accounting softwares for maintaining its books of account for the financial year ended March 31, 2025 which has a feature of recording audit
trail (edit log) facility and the same has operated starting from 29 January 2025 to 31 March 2025 for all relevant transactions recorded in the softwares. Since,
none of the subsidiary companies are incorporated in India, hence, requirement for audit trail is not applicable to them.

47 Annexure 47
The Group has not used any borrowings from banks and financial institutions for purpose other than for which it was taken.

48 Annexure 48
The Group have not entered into any scheme of arranagements during the year

49 Annexure 49
The Group does not have any charges or satisfaction which is yet to be registered with Regtrar of Companies ("ROC") beyond the statutory period.

50 Annexure 50
These financial statements were approved for issue by the Board of Directors on June 02, 2025.

51 Annexure 51
The Group has reclassified/regrouped previous year figures where necessary to conform to the current year’s classification.

As per our report of even date.

For NKSC & Co. For and on behalf of Board of Directors of

Chartered Accountants EXIM ROUTES LIMITED
Firm Registration Number: 020076N

Sd/- Sd/- Sd/-

Priyank Goyal Manish Goyal Pallav Singal

Partner Chief Executive Officer and Director Director
Membership No.: 521986 DIN No.: 08126341 DIN No.: 03143594
UDIN: 25521986BMNYRB4380

Sd/- Sd/-

Govind Rai Garg Richa Anand

Chief Financial Officer Company Secretary
PAN No. BEGPG7344E Membership No.: A64649

Place: New Delhi Place: Gurugram

Date: 02-June-2025 Date: 02-June-2025

F-73
 OTHER FINANCIAL INFORMATION

For Details on other financial information please refer to “Ratios” under the chapter titled Financial
Statements as Restated beginning on page 292 of this Draft Red Herring Prospectus.

This space has been left blank intentionally.

Page 293 of 447

 MANAGEMENT’s DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION

The following discussion is intended to convey management’s perspective on our financial condition and
results of operations for the financial year ended March 31, 2025, the financial year ended March 31,
2024, the financial year ended March 31, 2023. One should read the following discussion and analysis
of our financial condition and results of operations in conjunction with our section titled “Financial
Statements” and the chapter titled “Financial Information” on page 292 of the Draft Red Herring
Prospectus. This discussion contains forward-looking statements, reflects our current views on future
events and our financial performance, and involves numerous risks and uncertainties, including, but not
limited to, those described in the section entitled “Risk Factors” on page 34 of this Draft Red Herring
Prospectus. Actual results could differ materially from those contained in any forward-looking
statements. For further details regarding forward-looking statements, kindly refer to the chapter titled
“Forward-Looking Statements” on page 19 of this Draft Red Herring Prospectus. Unless otherwise
stated, the financial information of our Company used in this section has been derived from the Restated
Financial Information. Our financial year ends on March 31 of each year. Accordingly, unless otherwise
stated, all references to a particular financial year are to the 12 months ended March 31 of that year.

In this section, unless the context otherwise requires, any reference to “we”, “us” or “our” refers
to Exim Routes Limited, our Company. Unless otherwise indicated, financial information included
herein is based on our Restated Financial Statements for the financial year 2025, 2024, & 2023 included
in this Draft Red Herring Prospectus beginning on page 292 of this Draft Red Herring Prospectus.

BUSINESS OVERVIEW

Our Company operates as a global platform enabling the exchange of recyclable paper materials,
offering end-to-end services to Indian Paper Mills—from sourcing to logistics. Central to this our AI-
powered B2B platform, the Exim Routes Intelligence System (ERIS). ERIS streamlines supply chain
operations through global inventory matching and price discovery, enables efficient customer and
communication, delivers actionable insights via integrated market intelligence, and ensures seamless
logistics execution with our freight partners. By consolidating data ERIS empowers decisions,
transactions, and optimized supply and demand.

SIGNIFICANT DEVELOPMENTS AFTER THE LAST FINANCIAL YEAR

As per mutual discussion between the Board of the Company and BRLM, in the opinion of the Board of
the Company, there have not arisen any circumstances since the date of the last financial statements as
disclosed inthe Draft Red Herring Prospectus which materially and adversely affect or is likely to impact
within the next twelve months except as follows:

• The Board of Directors of our Company has approved and passed a resolution on May 19, 2025, to
authorize the Board of Directors to raise the funds by way of an Initial Public Offering.
• The Shareholders of our Company has approved and passed a resolution on May 23, 2025, to authorize
the issue by way of Initial Public Offering.
• The Shareholders of our company appointed Mrs. Charu Jora as Non-Executive Director w.e.f. May
23, 2025.
• The Shareholders of our company appointed Mr. Mahender Singh Tanwar as Independent Director
w.e.f. May 23, 2025.
• The Shareholders of our company appointed Mrs. Komal Goel as Independent Director w.e.f. April
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 29, 2025.
• The Shareholders of our company appointed Mr. Mohit Garg as Independent Director w.e.f. April 29,
2025.
• The board of directors changed the designation of Mr. Manish Goyal as Executive Director on April
07, 2025.
• The board of directors changed the designation of Mr. Govind Rai Garg as Executive Director on
April 07, 2025.
• The Board of Director of our company appointed Mrs. Komal Goel as Additional Non-Executive
Independent Director w.e.f. April 07, 2025.
• The Board of Director of our company appointed Mr. Mohit Garg as Additional Non-Executive
Independent Director w.e.f. April 07, 2025.
• The board of directors appointed Mr. Manish Goyal as Chief Executive Officer on January 07, 2025.
• The board of directors appointed Mr. Govind Rai Garg as Chief Executive Officer on January 07,
2025.

SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS

Our business is subjected to various risks and uncertainties, including those discussed in the section
titled “Risk Factor” beginning on page 34 of this Draft Red Herring Prospectus. Our results of
operations and financial conditions are affected by numerous factors including the following:

• Changes, if any, in the regulations / regulatory framework / economic policies in India and/or in
foreigncountries, which affect national & international finance.
• Company’s results of operations and financial performance;
• Performance of Company’s competitors;
• Significant developments in India’s economic and fiscal policies;
• Failure to adapt to the changing needs of the ayurvedic industry and in particular government
policies and regulations may adversely affect our business and financial condition;
• Volatility in the Indian and global capital markets.

This space has been left blank intentionally.

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DISCUSSION ON RESULT OF OPERATION

On the basis of restated consolidated financial statement

(Amount in Lakhs, except %)

For the For the For the
Financial Financial Financial
Year Year % of Year % of
% of total
[Link]. Particulars ending ending total ending total
income
31st 31st income 31st income
March March March
2025 2024 2023
I Revenue from 12,066.99 99.74% 7,185.90 99.27% 3,644.58 99.95%
operations
II Other Income 31.95 0.26% 53.09 0.73% 1.71 0.05%
III Total Income 12,098.94 100.00% 7,238.99 100.00% 3,646.29 100.00%
(I+II)
IV Expenses:
Purchase of stock- 9,749.30 80.58% 5,957.70 82.30% 1,916.32 52.56%
in-trade
Change in (18.91) (0.16%) - 0.00% 1.37 0.04%
inventory of
stock-in-trade
Cost of services 904.65 7.48% 308.43 4.26% 1,232.59 33.80%
Employee 203.96 1.69% 279.95 3.87% 270.52 7.42%
benefits expense
Finance Cost 24.17 0.20% 3.34 0.05% 1.25 0.03%
Depreciation and 24.29 0.20% 24.28 0.34% 14.80 0.41%
amortisation
expense
Other expenses 233.29 1.93% 181.82 2.51% 160.16 4.39%
Total Expenses 11,120.75 91.92% 6,755.52 93.32% 3,597.01 98.65%
V Profit before tax 978.19 8.08% 483.47 6.68% 49.28 1.35%
(III + IV)
VI Tax Expenses
Provision for Tax 228.59 1.89% 64.31 0.89% 16.06 0.44%
Provision for (6.68) (0.06%) (1.17) (0.02%) (4.27) (0.12%)
Deferred Tax
Total Tax 221.91 1.83% 63.14 0.87% 11.79 0.32%
Expenses
VII Profit after Tax 756.28 6.25% 420.33 5.81% 37.49 1.03%
(V + VI)

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On the basis of restated standalone financial statement

(Amount in Lakhs, except %)

For the For the For the
Financial Financial Financial
Year Year % of Year % of
% of total
[Link]. Particulars ending ending total ending total
income
31st 31st income 31st income
March March March
2025 2024 2023
I Revenue from 1,915.26 98.44% 520.34 99.99% 1,273.78 99.87%
operations
II Other Income 30.27 1.56% 0.05 0.01% 1.68 0.13%
III Total Income 1,945.53 100.00% 520.39 100.00% 1,275.46 100.00%
(I+II)
IV Expenses:
Purchase of stock- 1,152.81 59.25% 111.07 21.34% 173.95 13.68%
in-trade
Change in - - - - 1.37 0.11%
inventory of
stock-in-trade
Cost of services 15.52 0.80% 1.80 0.35% 636.13 49.85%
Employee 129.37 6.65% 182.96 35.16% 270.52 21.20%
benefits expense
Finance cost 22.34 1.15% 3.34 0.64% 1.25 0.10%
Depreciation and 24.29 1.25% 24.28 4.67% 14.80 1.16%
amortisation
expense
Other expenses 126.19 6.49% 109.20 20.98% 138.72 10.87%
Total Expenses 1,470.52 75.58% 432.65 83.14% 1,236.74 96.97%
V Profit before tax 475.01 24.42% 87.74 16.86% 38.72 3.03%
(III + IV)
VI Tax Expenses
Provision for Tax 127.06 6.53% 26.93 5.17% 12.66 0.99%
Provision for (6.68) (0.34%) (1.17) (0.22%) (4.27) (0.34%)
Deferred Tax
Total Tax 120.44 6.19% 25.76 4.95% 8.39 0.66%
Expenses
VII Profit after Tax 354.63 18.23% 61.98 11.91% 30.33 2.38%
(V-VI)

Items for Restated Financial Statements

Our Significant Accounting Policies

For Significant accounting policies please refer to “Significant Accounting Policies", under the Chapter
titled Restated Financial Statements beginning on page 292 of the Draft Red Herring Prospectus.

Overview of Revenue & Expenditure

The following discussion on the results of operations should be read in conjunction with the Restated
Financial Statements for the Financial year ended March 31, 2025, March 31, 2024 & March 31, 2023.

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Our revenue and expenses are reported in the following manner:

Revenues

• Revenue from operations

The company generates revenue from multiple business segments across both domestic and
international markets. These include:

o Paper recyclable
o ERIS
o Management and Consultancy Services
o Logistics And Container Handling Services – includes freight forwarding services.
o Others- includes chemicals & metals trading, and commission from chemicals.

• Other Income
Other income includes interest income from loans and advances, foreign exchange fluctuation gain,
profit on sale of fixed asset.

Expenditure

Our total expenditure primarily consists of Expenses:

• Purchase of stock in Trade

The Purchase of Stock in Trade includes trading of waste paper material.

• Change in Inventory
Change in Inventory of stock in trade include closing inventory of stock in trade.

• Cost of service
Cost of service include Cost of freight charges.

• Employee Benefit Expenses

Employee Benefit Expenses include salaries, wages and bonus, Directors Remuneration, Contribution to
Provident and other funds, Gratuity Expenses, Staff Welfare Expenses.

• Finance Cost
Finance cost includes Interest on Borrowings and loan processing fees.

• Depreciation and Amortization Expenses

Depreciation and Amortization Expenses majorly includes depreciation on Property, Plant & Equipment.

• Other Expenses
Other Expenses include major expenses on Repairs and Maintenance, power and fuel expenses, Rent,
Insurance, Office and administration expenses, Travelling and conveyance, Business Promotion
Expenses, Legal and Professional expenses, Bank charges, Rates and Taxes and Auditor Fees.

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FISCAL YEAR ENDED MARCH 31, 2025, COMPARED WITH THE FISCAL YEAR ENDED
MARCH 31, 2024 (BASED ON RESTATED CONSOLIDATED FINANCIAL STATEMENTS)

Revenues

• Total Income
Total income for the financial year 2024-25 stood at Rs. 12,098.94 Lakhs whereas in the financial
year 2023-24 it stood at Rs. 7,238.99 Lakhs representing an increase of 67.14%.

Reason: The increase in the total income of the company is due to a significant increase in the
revenue from operations.

• Revenue from operations

Revenue from operations for the financial year 2024-2025 stood at Rs. 12,066.99 Lakhs whereas for
the financial year 2023-24, it stood at 7,185.90 Lakhs representing an increase of 67.93%.

Reason: Revenue increased by Rs 4,881.09 in FY 2024-25 due to following reasons.

• The major part of the revenue came from paper recyclables contributing Rs. 4,888.70 lakhs,
which is 100.16% of the total increase in revenue.
• Increase in Management consultancy services added Rs. 33.74 lakhs, making up the
remaining 1.93% of the revenue.
• ERIS subscription fee Rs. 75 Lakhs and logistics services has increased by Rs. 116.83
Lakhs.
• Further, some part of revenue has reduced amounting Rs. 233.19 Lakhs due to decrease of
others sales during the year.
(Amounts in Lakhs)
S. No Particulars Nature As on 31st March ,2025 As on 31st March, 2024

Revenue % of Revenue % of
Revenue Revenue
Paper recyclable Sale of 11,676.02 96.76% 6,787.32 94.45%
1
Products
ERIS Sale of services 75.00 0.62% - 0.00%
2
Management Sale of services 129.07 1.07% 95.32 1.33%
3 and Consultancy
Services
Logistics And Sale of services 152.81 1.27% 35.98 0.50%
Container
4
Handling
Services
5 Others Others 34.09 0.28% 267.28 3.72%
Total 12,066.99 100.00% 7,185.90 100.00%

• Other Income

Other income for the financial year 2024-2025 stood at Rs. 31.95 Lakhs whereas for the financial year
2023-24, it stood at Rs. 53.09 Lakhs representing a decrease of 39.82%.

Reason: There is a decrease in other income because of liabilities written off during in the last
year.
(Amounts in Lakhs)
Particulars FY 2024-25 FY 2023-24
Liabilities written off 1.97 51.87

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Expenditure

• Total Expenses
Total expenses for the financial year 2024-2025 stood at Rs. 11,120.75 whereas for the financial year
2023-24, it stood at Rs. 6,755.52 Lakhs representing an increase of 64.62%.

Reason: The increase in account of the increase in the purchase of stock in trade, cost of service,
finance cost and other expenses.

• Purchase of Stock in trade

Purchase of Stock in Trade for the Financial Year 2024-2025, stood at Rs. 9,749.30 Lakhs whereas
in Financial Year 2023-24 it stood at Rs. 5,957.70 Lakhs representing an increase of 63.64%.

Reason: There is an increase in the ‘purchase of stock in trade’ as company have expanded the
paper trading business.

• Change in inventory of stock in Trade

Other Direct Expenses for the Financial Year 2024-25, stood at Rs. (18.91) Lakhs Whereas in
Financial Year 2023-24 it stood at NIL.

• Cost of Service
Cost of service for the Financial Year 2024-25, stood at Rs. 904.65 Lakhs whereas in Financial Year
2023-24 it stood at Rs. 308.43 Lakhs representing an increase of 193.31%

Reason: From FY 24 to FY 25, the cost of services increased as the paper trading business expand.
Major part of the new sales came from the UK and Africa, where shipping costs are higher
compared to Asia. So, the cost of services also became higher as a percentage of total revenue.

• Employment Benefit Expenses

Employee benefit expenses for the financial year 2024-25 stood at Rs. 203.96 Lakhs whereas for the
financial year 2023-24, it stood at Rs. 279.95 Lakhs representing a decrease of 27.14%.

Reason: There was a decrease in ‘Employee benefit expenses’ because of a majorly due to in
salaries and wages reason being as part of the employee cost has been capitalized under "Software
Under Development" in the balance sheet. Since the work has moved beyond the research stage,
it is now considered development, and such costs are no longer recorded in the Profit & Loss
account or under staff welfare expenses apart from there has been decrease in director
remuneration as well for the same reason.
(Amounts in Lakhs)
Particulars FY 2024-25 FY 2023-24
Salaries, wages and bonus 75.62 106.41
Staff welfare expenses 4.59 7.15
Director's Remuneration 111.04 165.23

• Finance Cost
Finance costs for the financial year 2024-25 stood at Rs. 24.17 Lakhs whereas for the financial year
2023-24, it stood at Rs. 3.34 Lakhs representing an increase of 623.65%.

Reason: This was primarily due to an increase overall borrowing during the year which include
the following:
(Amounts in Lakhs)
Particulars FY 2024-25 FY 2023-24
Interest on borrowings 18.69 1.30
Loan processing fees 5.48 2.04

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• Depreciation and Amortization Expenses
The depreciation and amortization expenses for the financial year 2024-25 stood at Rs. 24.29 Lakhs
whereas for the financial year 2023-24, they stood at Rs. 24.28 Lakhs representing an increase of
0.04%.

• Other Expenses
The other expenses for the financial year 2024-25 stood at Rs. 233.28 Lakhs whereas for the financial
year 2023-24, it stood at Rs. 181.79 Lakhs representing an increase of 28.32%.

Reason: There is an increase in ‘Other expenses’ because of the increase in rent, rates and taxes,
travelling and conveyance, business promotion expenses, legal and professional expenses, bank
charges, inventory written off, asset written off.
(Amounts in Lakhs)
Particulars FY 2024-25 FY 2023-24
Rent 13.49 11.77
Rates and Taxes 2.31 1.56
Travelling & conveyance 57.15 49.39
Business promotion expenses 39.32 22.71
Legal and professional expenses 46.07 33.54
Bank charges 35.97 22.54
Inventory written off 12.84 -
Asset written off 2.25 -

• Restated Profit before Tax

The restated profit before tax for the financial year 2024-25 stood at Rs. 978.19 Lakhs whereas for
the financial year 2023-24, it stood at Rs. 483.47 Lakhs representing an increase of 102.33%.

• Tax Expenses
The Tax Expenses for the financial year 2024-25 stood at Rs. 221.91 Lakhs out of which the Current
Tax was Rs. 228.59 Lakhs and the Deferred Tax being Rs. (6.68) whereas in the Financial Year 2023-
24 it stood at Rs. 63.14 Lakhs out of which for current tax being Rs. 64.31 Lakhs and deferred tax
being Rs. (1.17) Lakhs representing an increase of 251.46%.

Reason: The tax expenses increased over the financial year due to an increase in profit before tax
therefore more tax expenses made in the financial year 2024-25 as compared to the financial year
2023-24.

• Restated Profit after Tax

The restated profit after tax for the financial year 2024-2025 stood at Rs. 756.28 Lakhs whereas for
the financial year 2023-24, it stood at Rs. 420.33 Lakhs representing an increase of 79.93%.

Reason for change in the Revenue from operation and Profit after tax
(Amount in Lakhs)
Particulars FY 2024-25 FY 2023-24
Revenue from Operation 12,066.99 7,185.90
Change in % 67.93%
Expenses 11,120.75 6,755.52
Change in % 64.62%
Profit after tax 756.28 420.33
Pat Margin in % 6.27% 5.85%

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Increase in PAT Justification:
The company's PAT margin increased from 5.85% to 6.27% from FY 2024 to FY 2025, as revenue
increased at a faster rate than increased in total expenses. This improvement was due to the following
reasons:

• By the end of FY24 and start of FY25, the company started using their tech platform ERIS. It
helped them to do many tasks automatically and work faster. Further, the company also gets the
subscription fee amounting to Rs. 75 Lakhs in FY 2024-25
• Also, since some of their staff were working on building ERIS, their cost was shown as part of the
project and capitalized in asset, not as regular expenses. Because of this, company are able to keep
other costs like staff, finance, and depreciation lower, even when total sales increased by 67.93%,
thus our PAT Margin was increase in the year 2024-25.

FISCAL YEAR ENDED MARCH 31, 2024, COMPARED WITH THE FISCAL YEAR
ENDED MARCH 31, 2023 (BASED ON RESTATED CONSOLIDATED FINANCIAL
STATEMENTS)

Revenues
• Total Income
Total income for the financial year 2023-24 stood at Rs. 7,238.99 Lakhs whereas in the financial year
2022-23 it stood at Rs. 3,646.29 Lakhs representing an increase of 98.53%.

Reason: The increase in the company’s total income is primarily due to a significant rise in revenue
driven by overall growth in business operations along with an increase in other income.

• Revenue from operations

Net revenue from operations for the financial year 2023-24 stood at Rs. 7,185.90 Lakhs whereas for
the financial year 2022-23, it stood at 3,644.58 Lakhs representing an increase of 97.17%.

Reason: The following are the reason for increase in the revenue from operations:
o This growth mainly came from a Rs. 4,417.14 Lakhs rise in sales from the paper recyclable
business.
o Further Rs. 13.19 Lakhs increase in management consultancy services provided to their
subsidiaries.
o Further, a part of the revenue decreased by Rs. (889.01) lakhs due to a decrease in the sale
of logistics services due to we discontinue the freight forwarding services and decrease in
other revenue.
(Amount in Lakhs)
S. No Particulars Nature As on 31st March, 2024 As on 31st
March,2023
Revenue % of Revenue Revenue % of
Revenue
1 Paper Sale of 6,787.32 94.45% 2,370.18 65.03%
Recyclable Products
2 Management Sale of 95.32 1.33% 82.13 2.25%
and services
Consultancy
Services
3 Logistics And Sale of 35.98 0.50% 854.28 23.44%
Container services
Handling
Services
4 Others Others 267.28 3.72% 337.99 9.27%

Total 7,185.90 100.00% 3,644.58 100.00%

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• Other Income

Other income for the financial year 2023-2024 stood at Rs. 53.09 Lakhs whereas for the financial year
2022-23, it stood at Rs. 1.71 Lakhs representing an increase of 3,004.68%.

Reason: There is an increase in ‘other income’ because of Liabilities written off and foreign
exchange fluctuation gain.
(Amounts in Lakhs)
Particulars FY 2023-24 FY 2022-23
Foreign exchange fluctuation gain (net) 2.03 0.68
Liabilities written off 51.87 -
Total 53.90 0.68

Expenditure

• Total Expenses
Total expenses for the financial year 2023-2024 stood at Rs. 6,755.52 whereas for the financial year
2022-23, it stood at Rs. 3,597.01 Lakhs representing an increase of 87.81%.

Reason: The increase in account of the increase in the Purchase of stock-in-trade, employee
benefit expenses, Finance cost, Depreciation and amortisation expenses.

• Purchase of Stock In Trade

Purchase of stock in Trade for the Financial Year 2023-2024, stood at Rs. 5,957.70 Lakhs Whereas
in Financial Year 2022-23 it stood at Rs. 1,916.32 Lakhs representing an increase of 210.89%.

Reason: There is an increase in the purchase of stock in trade due to increases in trading of
wastepaper product.

• Change in Inventory of stock in Trade

Change in Inventory of stock in Trade for the Financial Year 2023-2024, stood at Rs. NIL Whereas
in Financial Year 2022-23 it stood at Rs. 1.37 Lakhs.

• Cost of Service
Cost of Service for the Financial Year 2023-2024, stood at Rs. 308.43 Lakhs Whereas in Financial
Year 2022-23 it stood at Rs. 1,232.59 Lakhs representing a decrease of 74.98%.

Reasons: From FY 23 to FY 24, the cost of services became lower mainly because decrease in
logistics sale of services.
• Employment Benefit Expenses
Employee benefit expenses for the financial year 2023-2024 stood at Rs. 279.95 Lakhs whereas for
the financial year 2022-23, it stood at Rs. 270.52 Lakhs representing an increase of 3.49%

Reason: There was an increase in ‘Employee benefit expenses’ because of director remuneration
and gratuity expenses over the year.
(Amounts in Lakhs)
Particulars FY 2023-24 FY 2022-23
Gratuity Expenses 0.36 4.45
Director's/Partner's Remuneration 165.23 105.14

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• Finance Cost
Finance costs for the financial year 2023-2024 stood at Rs. 3.34 Lakhs whereas for the financial year
2022-23, it stood at Rs. 1.25 Lakhs representing an increase of 167.20%.

Reason: This was primarily due to an increase in Interest on borrowings and Other borrowing
cost-loan processing fees which include the following:
(Amounts in Lakhs)
Particulars FY 2023-24 FY 2022-23
Interest on borrowings 1.30 1.25
Other borrowing cost-loan processing fees 2.04 -
Total 3.34 1.25

• Depreciation and Amortization Expenses

The depreciation and amortization expenses for the financial year 2023-2024 stood at Rs. 24.28
Lakhs whereas for the financial year 2022-23, they stood at Rs. 14.80 Lakhs representing an increase
of 64.05%.

Reason: This increase is due to the addition of the fixed assets in the year 2023-24. Also, the
depreciation charged on the fixed assets with higher opening WDV of the assets and the assets
purchased in the middle of the year.
(Amount in Lakhs)
Particulars FY 2023-24 FY 2022-23
Opening balance 37.91 24.05
Addition 85.74 28.66
Deletion - -
Depreciation 24.28 14.80
Ending balance of fixed assets 99.37 37.91

• Other Expenses
The other expenses for the financial year 2023-2024 stood at Rs. 181.82 Lakhs whereas for the
financial year 2022-23, it stood at Rs. 160.16 Lakhs representing an increase of 13.51%.

Reason: There is an increase in ‘Other expenses’ because of the increase in Bank charges and
Travelling charges as shown below:
(Amounts in Lakhs)
Particulars FY 2023-24 FY 2022-23
Travelling & conveyance 49.39 40.44
Bank charges 22.54 3.48

• Restated Profit before Tax

The restated profit before tax for the financial year 2023-2024 stood at Rs. 483.47 Lakhs whereas for
the financial year 2023-24, it stood at Rs. 49.28 Lakhs representing an increase of 880.85%.

• Tax Expenses

The Tax Expenses for the financial year 2023-24 stood at Rs. 63.14 Lakhs out of which the Current
Tax was Rs. 64.31 Lakhs and the Deferred Tax being Rs. (1.17) Lakhs whereas in the Financial Year
2022-23 it stood at Rs. 11.79 Lakhs out of which for current tax being Rs. 16.06 Lakhs and deferred
tax being Rs. (4.27) representing an increase of 435.54%.

Reason: The tax expenses increased over the financial year due to an increase in profit before tax
therefore more tax expenses made in the financial year 2023-24 as compared to the financial year
2022-23.
Page 304 of 447
• Restated Profit after Tax
The restated profit after tax for the financial year 2023-2024 stood at Rs. 420.33 Lakhs whereas for
the financial year 2022-23, it stood at Rs. 37.49 Lakhs representing an increase of 1020.85%.

Reason for change in the Revenue from operation and Profit after tax

(Amount in Lakhs)
Particulars FY 2023-24 FY 2022-23
Revenue from Operation 7,185.90 3,644.58
Change in % 97.17%
Expenses 6,755.52 3,597.01
Change in % 87.81%
Profit after tax 420.33 37.49
PAT Margin in % 5.85% 1.03%

Increase in PAT Justification:

The company's PAT margin increased from 1.03% to 5.85% from FY 2023 to FY 2024, mainly due
to the following reasons.
• Revenue comes from Rs. 3,644.58 Lakhs to Rs. 7,185.66 Lakhs resulting 97.17% growth, because
they changed their focus from low-profit and small business areas like freight forwarding and
chemicals to high-profit and growing business-like paper.
• Because of this shift and company are able to keep other costs (like staff expenses, finance costs,
depreciation, etc.) mostly the same, even though their total revenue almost doubled during the year.

FISCAL YEAR ENDED MARCH 31, 2025, COMPARED WITH THE FISCAL YEAR ENDED
MARCH 31, 2024 (BASED ON RESTATED STANDALONE FINANCIAL STATEMENTS)

Revenues

• Total Income
Total income for the financial year 2024-25 stood at Rs. 1,945.53 Lakhs whereas in the financial year
2023-24 it stood at Rs. 520.39 Lakhs representing an increase of 273.86%.

Reason: The company’s total income increased primarily due to increase in revenue from
operations from the previous year.

• Revenue from operations

Revenue from operations for the financial year 2024-2025 stood at Rs. 1,915.26 Lakhs whereas for
the financial year 2023-24, it stood at 520.34 Lakhs representing an increase of 268.08%.
Reason: Major reason for increase in the revenue from operation are given below:-
• The increase in total revenue by Rs. 1,128.34 lakhs was primarily driven by the
commencement of high seas sales and growth in domestic sales of recyclable paper.
• Revenue from container handling support services (logistics services) grew by Rs. 116.83
lakhs due to higher demand.
• The company’s mobile application, ERIS, contributed Rs. 75.00 lakhs through subscription
income.
• Management consultancy revenue increased by Rs. 130.10 lakhs, supported by the acquisition
of new subsidiaries and enhanced focus on existing ones.
(Amounts in Lakhs)
S. No Particulars Nature As on 31st March ,2025 As on 31st March, 2024
Revenue % of Revenue Revenue % of Revenue
1 Paper Sale of 1,204.80 62.91% 76.46 14.69%
Recyclable Products

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 2 ERIS Sale of 3.92% - 0.00%
services 75.00
3 Management Sale of 25.20% 351.55 67.56%
and services 482.65
Consultancy
Services
4 Logistics And Sale of 152.81 7.98% 35.98 6.92%
Container services
Handling
Services
5 Others Others - - 56.35 10.83%

Total 1,915.26 100.00% 520.34 100.00%

• Other Income

Other income for the financial year 2024-2025 stood at Rs. 30.27 Lakhs whereas for the financial year
2023-24, it stood at Rs. 0.05 Lakhs.

Reason: Other income increased mainly due to higher interest earned on loans and advances, net
foreign exchange fluctuation gain and profit from the sale of fixed assets.

(Amounts in Lakhs)
Particulars FY 2024-25 FY 2023-24
Interest on loans and advances 7.07 -
Foreign exchange fluctuation gain (net) 14.96 -
Profit on sale of fixed asset 0.42 -

Expenditure

• Total Expenses
Total expenses for the financial year 2024-2025 stood at Rs. 1,470.52 whereas for the financial year
2023-24, it stood at Rs. 432.65 Lakhs representing an increase of 239.87%.

Reason: The increase is primarily due to a rise in the purchase of stock-in-trade, cost of services,
finance costs and other operating expenses.

• Purchase of Stock in trade

Purchase of Stock in Trade for the Financial Year 2024-2025, stood at Rs. 1,152.81 Lakhs whereas
in Financial Year 2023-24 it stood at Rs. 111.07 Lakhs representing an increase of 937.92%.

Reason: The increase in purchase of stock in trade because the company started high seas sales
and increase in domestic sales of recyclable paper in FY 2024-25.

• Cost of Service
Cost of service for the Financial Year 2024-25, stood at Rs. 15.52 Lakhs Whereas in Financial Year
2023-24 it stood at Rs. 1.80 Lakhs representing an increase of 762.22%

Reason: The increase in cost of services is primarily attributable to higher freight expenses, which
correspond to an increase in freight revenue from operations.

• Employment Benefit Expenses

Employee benefit expenses for the financial year 2024-25 stood at Rs. 129.37 Lakhs whereas for the
financial year 2023-24, it stood at Rs. 182.96 Lakhs representing a decrease of 29.29%.

Page 306 of 447

 Reason: The drop in 'Employee Benefit Expenses' is mainly because part of the salaries, paid to
employees has been recorded as an asset under "Software Under Development" in the balance
sheet. Since the work has moved from the research stage to the development stage, these costs are
no longer shown as an expense in the Profit & Loss account or under staff welfare. Also, director
salaries have gone down due to the same reason, which added to the overall decrease and staff
welfare expenses.
(Amounts in Lakhs)
Particulars FY 2024-25 FY 2023-24
Salaries, wages and bonus 67.77 102.65
Staff welfare expenses 4.26 7.15
Director's Remuneration 44.63 72.00
Total 116.66 181.80

• Finance Cost
Finance costs for the financial year 2024-25 stood at Rs. 22.34 Lakhs whereas for the financial year
2023-24, it stood at Rs. 3.34 Lakhs representing an increase of 568.86%.

Reason: This was primarily due to an increase overall borrowing during the year which include
the following:
(Amounts in Lakhs)
Particulars FY 2024-25 FY 2023-24
Interest on borrowings 16.86 1.30
Loan processing fees 5.48 2.04
Total 22.34 3.34

• Depreciation and Amortization Expenses

The depreciation and amortization expenses for the financial year 2024-25 stood at Rs. 24.29 Lakhs
whereas for the financial year 2023-24, they stood at Rs. 24.28 Lakhs representing an increase of
0.04%.

• Other Expenses
The other expenses for the financial year 2024-25 stood at Rs. 126.19 Lakhs whereas for the financial
year 2023-24, it stood at Rs. 109.20 Lakhs representing an increase of 15.52%.

Reason: There is an increase in ‘Other expenses’ because of the increase in rent, travelling and
conveyance, legal and professional expenses, bank charges, inventory written off and asset written
off.
(Amounts in Lakhs)
Particulars FY 2024-25 FY 2023-24
Rent 13.49 11.77
Travelling & conveyance 44.08 18.99
Legal and professional expenses 26.40 18.50
Bank charges 2.16 0.22
Inventory written off 12.84 -
Asset written off 2.25 0.38

• Restated Profit before Tax

The restated profit before tax for the financial year 2024-25 stood at Rs. 475.01 Lakhs whereas for
the financial year 2023-24, it stood at Rs. 87.74 Lakhs representing an increase of 441.53%.

• Tax Expenses
The Tax Expenses for the financial year 2024-25 stood at Rs. 120.38 Lakhs out of which the Current

Page 307 of 447

 Tax was Rs. 127.06 Lakhs and the Deferred Tax being Rs. (6.68) whereas in the Financial Year 2023-
24 it stood at Rs. 25.76 Lakhs out of which for current tax being Rs. 26.93 Lakhs and deferred tax
being Rs. (1.17) Lakhs representing an increase of 366.07%.

Reason: The tax expenses increased over the financial year due to an increase in profit before tax
therefore more tax expenses made in the financial year 2024-25 as compared to the financial year
2023-24.

• Restated Profit after Tax

The restated profit after tax for the financial year 2024-2025 stood at Rs. 354.63 Lakhs whereas for
the financial year 2023-24, it stood at Rs. 61.98 Lakhs representing an increase of 470.67%.

Reason for change in the Revenue from operation and Profit after tax
(Amount in Lakhs)
Particulars FY 2024-25 FY 2023-24
Revenue from Operation 1,915.26 520.34
Change in % 268.08%
Expenses 1,470.52 432.65
Change in % 239.89%
Profit after tax 354.63 61.98
PAT Margin in % 18.52% 11.91%

Increase in PAT Justification:

Exim Routes Limited witnessed a significant increase in Profit after Tax by 18.52% reaching Rs. 354.63
Lakhs from Rs. 61.98 Lakhs in the previous year. This increase is attributed to the following:
• The company has started High seas sales and increase in domestic sales of recyclable paper that
contributors major part of increase in total revenue amounting to Rs. 1,128.00 lakhs and this done
with their existing team, which helped them to save costs and make more profit.
• They also added one new subsidiary in FY 2024–25, which paid them management consultancy fee
for the management services they rendered to their subsidiary.
• Additionally, the company has started a new service where a few paper mills paid them to use their
ERIS platform, which gives them subscription fee amount fee Rs. 75.00 Lakhs.

FISCAL YEAR ENDED MARCH 31, 2024 COMPARED WITH THE FISCAL YEAR
ENDED MARCH 31, 2023 (BASED ON RESTATED STANDALONE FINANCIAL
STATEMENTS)

Revenues

• Total Income
Total income for the financial year 2023-24 stood at Rs. 520.39 Lakhs whereas in the financial year
2022-23 it stood at Rs. 1,275.46 Lakhs representing a decrease of 59.20%.

Reason: The drop in the company’s total income is mainly because both the revenue and other
income have gone down significantly.

• Revenue from operations

Revenue from operations for the financial year 2023-2024 stood at Rs. 520.34 Lakhs whereas for the
financial year 2022-23, it stood at 1,273.78 Lakhs representing a decrease of 59.15%.

Reason: Company revenue has decreased by Rs 754.00 Lakhs, mainly due to the following four
reasons:
• Company have discontinued of freight forwarding services valued for Rs. 818.30 Lakhs
which come under other services because they started focusing more on trading of
recyclable which consisting high margins to the company.
Page 308 of 447
 (Amount in Lakhs)
S. Particulars Nature As on 31st March, 2024 As on 31st March, 2023
No
Revenue % of Revenue % of Revenue
Revenue
1 Paper Sale of 76.46 14.69% - 0.00%
recyclable Products
2 ERIS Sale of - 0.00% - 0.00%
services
3 Management Sale of 351.55 67.56% 82.13 6.44%
and services
Consultancy
Services
4 Logistics Sale of 35.98 6.92% 854.28 67.03%
And services
Container
Handling
Services
5 Others Others 56.35 10.83% 337.37 26.49%

Total 520.34 100.00% 1,273.78 100.00%

Another reason for the drop in revenue was the closure of their chemical business, which earlier
gave them commission and trading income of Rs. 281.02 Lakhs which was shown in other revenue,
reason being, company have closed it to - focus more on their main trading business.

• Further income from trading of recyclable paper and consultancy services given to new
subsidiaries that were added in FY 2023–24 along with some existing subsidiaries
contributors which contribute Rs. 345.88 Lakhs.

• Other Income

Other income for the financial year 2023-2024 stood at Rs. 0.05 Lakhs whereas for the financial year
2022-23, it stood at Rs. 1.68 Lakhs.

Reason: There is a decrease in ‘other income’ because of there is no interest on loans and advances
and there is no foreign exchange fluctuation gain during a particular year.

Expenditure

• Total Expenses
Total expenses for the financial year 2023-2024 stood at Rs. 432.65 whereas for the financial year
2022-23, it stood at Rs. 1,236.74 Lakhs representing a decrease of 65.02%.

Reason: The decrease in account of the decrease in the Purchase of stock-in-trade, employee
benefit expenses, cost of service, other expenses.

• Purchase of Stock in Trade

Purchase of stock in Trade for the Financial Year 2023-2024, stood at Rs. 111.07 Lakhs Whereas in
Financial Year 2022-23 it stood at Rs. 173.95 Lakhs representing a decrease of 36.15%.

Reason: There is a decrease in the purchase of stock in trade due to decreases in chemical during
the year, further we stopped operating the chemical segment.
Page 309 of 447
• Change in Inventory of stock in Trade
Change in Inventory of stock in Trade for the Financial Year 2023-2024, stood at Rs. NIL Whereas
in Financial Year 2022-23 it stood at Rs. 1.37 Lakhs representing no change in inventory.

• Cost of Service
Cost of Service for the Financial Year 2023-2024, stood at Rs. 1.80 Lakhs Whereas in Financial Year
2022-23 it stood at Rs. 636.13 Lakhs representing a decrease of 99.72%.

Reasons: In FY 2022-23, the company was doing freight forwarding services, where the company
paid freight charges added and our margin then raised to invoice to the customer. Since In FY
2023-24. we decrease this business and their service cost has come down.

• Employment Benefit Expenses

Employee benefit expenses for the financial year 2023-2024 stood at Rs. 182.96 Lakhs whereas for
the financial year 2022-23, it stood at Rs. 270.52 Lakhs representing a decrease of 32.37%.

Reason: There was a decrease in ‘Employee benefit expenses’ because of decrease in Salaries,
wages and bonus, Contribution to provident fund and other funds, Director Remuneration,
Gratuity expense, Staff welfare expenses due to decrease in the number of employee, which are
follows as:

(Amounts in Lakhs)
Particulars FY 2023-24 FY 2022-23
Salaries, wages and bonus 102.65 138.49
Contribution to provident fund and other funds 0.80 4.72
Director Remuneration 72.00 105.14
Gratuity expense 0.36 4.45
Staff welfare expenses 7.15 17.72
Total 182.96 270.52

• Finance Cost
Finance costs for the financial year 2023-2024 stood at Rs. 3.34 Lakhs whereas for the financial
year 2022-23, it stood at Rs. 1.25 Lakhs representing an increase of 167.20%.

Reason: This was primarily due to an increase in Interest on borrowings and increase in loan
processing fees which include the following:
(Amounts in Lakhs)
Particulars FY 2023-24 FY 2022-23
Interest on borrowings 1.30 1.25
Other borrowing cost-loan processing fees 2.04 -
Total 3.34 1.25

• Depreciation and Amortization Expenses

The depreciation and amortization expenses for the financial year 2023-2024 stood at Rs. 24.28
Lakhs whereas for the financial year 2022-23, they stood at Rs. 14.80 Lakhs representing an increase
of 64.05%.

Reason: This increase is due to the addition of the fixed assets in the year 2023-24. Also, the
depreciation charged on the fixed assets with higher opening WDV of the assets and the assets
purchased in the middle of the year.

Page 310 of 447

 (Amount in Lakhs)
Particulars FY 2023-24 FY 2022-23
Opening balance 37.91 24.05
Addition 85.74 28.66
Deletion - -
Depreciation 24.28 14.80
Ending balance of fixed assets 99.37 37.91

• Other Expenses
The other expenses for the financial year 2023-2024 stood at Rs. 109.22 Lakhs whereas for the
financial year 2022-23, it stood at Rs. 138.73 Lakhs representing a decrease of 21.27%.

Reason: There is a decrease in ‘Other expenses’ because of the major decrease in Travelling &
conveyance and legal and professional charges, and miron change in rates and taxes and Assets
written off as shown below:

(Amounts in Lakhs)
Particulars FY 2023-24 FY 2022-23
Rates and taxes 1.32 5.11
Travelling & conveyance 18.99 37.65
Legal and professional expenses 18.50 47.95
Assets written off 0.38 2.94

• Restated Profit before Tax

The restated profit before tax for the financial year 2023-2024 stood at Rs. 87.74 Lakhs whereas for
the financial year 2023-24, it stood at Rs. 38.72 Lakhs representing an increase of 126.61%.

• Tax Expenses
The Tax Expenses for the financial year 2023-24 stood at Rs. 25.76 Lakhs out of which the Current
Tax was Rs. 26.93 Lakhs and the Deferred Tax being Rs. (1.17) Lakhs whereas in the Financial Year
2022-23 it stood at Rs. 8.39 Lakhs out of which for current tax being Rs. 12.66 Lakhs and deferred
tax being Rs. (4.27) representing an increase of 207.03%

Reason: The tax expenses increased over the financial year due to an increase in profit before tax
therefore more tax expenses made in the financial year 2023-24 as compared to the financial year
2022-23.

• Restated Profit after Tax

The restated profit after tax for the financial year 2023-2024 stood at Rs. 61.98 Lakhs whereas for
the financial year 2022-23, it stood at Rs. 30.33 Lakhs representing an increase of 104.35%.

Reason for change in the Revenue from operation and Profit after tax
(Amount in Lakhs)
Particulars FY 2023-24 FY 2022-23
Revenue from Operation 520.34 1,273.78
Change in % (59.15%)
Expenses 432.65 1,236.74
Change in % (65.02%)
Profit after tax 61.98 30.33
PAT Margin in % 11.91% 2.38%

Page 311 of 447

Increase in PAT Justification:

Exim Routes Limited witnessed a significant increase in Profit after Tax by 11.91%, reaching Rs. 61.96
Lakhs from Rs. 30.33 Lakhs in the previous year. This increase is attributed to the following:
• Company have focused more on their main recyclable paper business, so they stopped lower-
earning businesses like chemicals and freight forwarding services. Due to which we shifted
from low-profit goods and services to high-profit trading and services.
• Company profit margin have improved because they earned more from high-profit areas like
management consultancy, container handling, and paper trading.

INFORMATION REQUIRED AS PER ITEM (II) (C) (IV) OF PART A OF SCHEDULE VI TO

THE SEBI REGULATIONS:

1. Unusual or infrequent events or transactions:

Except as described in this Draft Red Herring Prospectus, during the periods under review there have
been no transactions or events, which in our best judgment, would be considered unusual or
infrequent.

2. Significant economic changes that materially affected or are likely to affect income from
continuing operations:
Other than as described in the section titled Risk Factors beginning on page 34 of this Draft Red
Herring Prospectus, to our knowledge there are no known significant economic changes that have or
had or are expected to have a material adverse impact on revenues or income of our Company from
continuing operations.

3. Known trends or uncertainties that have had or are expected to have a material adverse impact
on sales, revenue or income from continuing operations:
Other than as described in this Draft Red Herring Prospectus, particularly in the sections Risk Factors
and Management’s Discussion and Analysis of Financial Condition and Results of Operations
on pages 34 and 294, respectively, to our knowledge, there are no known trends or uncertainties that
are expected to have a material adverse impact on our revenues or income from continuing operations.

4. Income and Sales on account of major product/main activities:

Income and sales of our Company on account of major activities derives from the business of sale of
Paper recyclable, and services of ERIS, Management and Consultancy Services and Logistics And
Container Handling Services to end consumers.

5. Future changes in relationship between costs and revenues, in case of events such as future
increase in marketing or advertisement costs or prices that will cause a material change are
known:
Our Company’s future costs and revenues can be indirectly impacted by an increase in marketing and
advertising costs as the company is required to continuously advertise and market on various
platforms to promote its products with a view to increase its sale.

6. Future relationship between Costs and Income

Our Company’s future costs and revenues will be determined by competition, demand/supply
situation, Indian Government Policies, and interest rates quoted by banks & others.

7. 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.
Increases in our revenues are by and large linked to increases in the volume of business.

Page 312 of 447

8. Total turnover of each major industry segment in which the issuer company operates
The Company operates in the Recyclable Paper Industry. Relevant industry data, as available, has
been included in the chapter titled “Our Industry” beginning on page 138 of this Draft Red Herring
Prospectus.

9. Status of any publicly announced new products or business segments:

Our Company has not announced any new services and product and segment / scheme, other than
disclosure in this Draft Red Herring Prospectus.

10. The extent to which the business is seasonal:

Our business does not depend to a certain extent on the seasonal, environmental and climate changes.

11. Competitive Conditions

We face competition from existing and potential competitors, which is common for any business.
Over a period of time, we have developed certain competitive strengths which have been discussed in
section titled Our Business on page 198 of this Draft Red Herring Prospectus.

This space has been left blank intentionally.

Page 313 of 447

 FINANCIAL INDEBTEDNESS

In terms of the Articles of Association of the Company, the Board is authorized to accept deposits from members
either in advance of calls or otherwise, and generally accept deposits, raise loans or borrow or secure the payment
of any sum of moneys to be borrowed together with the moneys already borrowed including acceptance of
deposits apart from temporary loans obtained from the Company‘s Bankers in the ordinary course of business,
exceeding the aggregate of the paid-up capital of the Company and its free reserves (not being reserves set apart
for any specific purpose) or upto such amount as may be approved by the shareholders from time to time.

Our Company has obtained the necessary consents required under the relevant loan documentation with banks
and financial institutions for undertaking activities, such as change in its capital structure, change in its
shareholding pattern and change in promoter’s shareholding which has a possible change in the management
control of our Company.

As on March 31, 2025 our Company has total outstanding unsecured loan to Rs 460.83 Lakhs as per the
certificate issued by M/s NKSC & Co., Chartered Accountants, dated July 09, 2025.

Set forth below is a brief summary of our aggregate borrowings from banks and financial institutions on a
Consolidated basis:

Unsecured Loans
(Amount in Lakhs)
Name of Purpose of loan Loan Rate of Outstanding as on
Tenure
persons/companies Amounts Interest March 31, 2025
Deutsche Bank Working capital 40.00 16.50% 36 Months 40.00
IDFC First Bank Working capital 40.80 16.00% 36 Months 40.26
Standard Chartered Working capital
25.00 16.50% 36 Months 17.99
Bank
Moneywise Financial Working capital
30.27 18.25% 21.93
Services Private Limited 36 Months
Tata Capital Limited Working capital 35.23 17.50% 36 Months 35.23
Hero Fincorp Limited Working capital 25.13 18.00% 36 Months 25.09
Poonawalla Fincorp Working capital
30.39 18.00% 36 Months 30.39
Limited
SMFG India Credit Co Working capital
28.19 17.50% 36 Months 28.19
Ltd
Ugro Capital Limited Working capital 35.45 18.00% 36 Months 35.45
Interest Repayable on
Shekhar Shashank Working capital 25.67 25.67
Free demand
Interest Repayable on
Amit Goel Working capital 34.23 27.39
Free demand
Krishna Prashad Interest Repayable on
Working capital 7.38 1.85
Kesavan Free demand
Interest Repayable on
Vinita Katti Working capital 9.23 9.23
Free demand
Interest Repayable on 72.96
Greenmove Pte Ltd Working capital 83.23
Free demand

Page 314 of 447

 Interest Repayable on
Chhonker Bharti Working capital 27.36 1.19
Free demand
Interest Repayable on
Anshul Bansal Working capital 15.32 15.33
Free demand
With in
GBP limit-14.9% Repayable on
HSBC UK Bank PLC Bank overdraft 32.68
30,000 Exceed demand
limit-19.5%
Total 460.83

Secured Loans
(Amount in Lakhs)
S. NO. Name of Purpose Loan Rate of Tenure Outstanding
persons/companies of loan Amounts Interest (in as on March
months) 31, 2025
NIL

Set forth below is a brief summary of our aggregate borrowings from banks and financial institutions on a
Standalone basis:
Unsecured Loans
(Amount in Lakhs)
Name of Purpose of loan Loan Rate of Nature of Outstanding as on
persons/companies Amounts Interest Tenure March 31, 2025
Deutsche Bank Working capital 40.00 16.50% 36 Months 40.00
IDFC First Bank Working capital 40.80 16.00% 36 Months 40.26
Standard Chartered Bank Working capital 25.00 16.50% 36 Months 17.99
Moneywise Financial Working capital
30.27 18.25% 36 Months 21.93
Services Private Limited
Tata Capital Limited Working capital 35.23 17.50% 36 Months 35.23
Hero Fincorp Limited Working capital 25.13 18.00% 36 Months 25.09
Poonawalla Fincorp Working capital
30.39 18.00% 36 Months 30.39
Limited
SMFG India Credit Co Working capital
28.19 17.50% 36 Months 28.19
Ltd
Ugro Capital Limited Working capital 35.45 18.00% 36 Months 35.45
Total 274.53

Secured Loans
(Amount in Lakhs)
S. NO. Name of Purpose Loan Rate of Tenure Outstanding
persons/companies of loan Amounts Interest (in as on March
months) 31, 2025
NIL

Page 315 of 447

 SECTION VII - LEGAL AND OTHER INFORMATION

OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS

Except, as stated in this section and mentioned elsewhere in this Draft Red Herring Prospectus there are no
litigations including, but not limited to suits, criminal proceedings, civil proceedings, actions taken by
regulatory or statutory authorities or legal proceedings, including those for economic offences, tax liabilities,
show cause notice or legal notices pending against our Company, Directors, Promoters, Group Companies or
against anyother company or person/s whose outcomes could have a material adverse effect on the business,
operations or financial position of the Company and there are no proceedings initiated for economic, civil or
any other offences (including past cases where penalties may or may not have been awarded and irrespective
of whetherthey are specified under paragraph (a) of Part I of Schedule V of the Companies Act, 2013) other
than unclaimed liabilities of our Company, and no disciplinary action has been taken by SEBI or any stock
exchange against the Company, Directors, Promoters or Group Companies.

Pursuant to the SEBI ICDR Regulations and the Materiality Policy adopted by our Board of Directors, for the
purposes of disclosure, any pending litigation involving the Relevant Parties, other than criminal proceedings,
actions by regulatory authorities and statutory authorities, including outstanding action, and tax matters,
would be considered ‘material’ where:

i. two percent of turnover, as per the latest annual restated consolidated financial statements of the issuer;
or
ii. two percent of net worth, as per the latest annual restated consolidated financial statements of the issuer,
except in case the arithmetic value of the net worth is negative; or
iii. five percent of the average of absolute value of profit or loss after tax, as per the last three annual
restated consolidated financial statements of the issuer.

Except as stated in this section, there are no outstanding material dues to creditors of our Company. In terms
of the Materiality Policy, outstanding dues to any creditor of our Company having monetary value which
exceeds 10% of the total consolidated trade payables of the Company as per the latest restated financial
statements of the Company shall be considered as ‘material’. 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 as defined under Section 2 of the Micro, Small and Medium
Enterprises Development Act, 2006, as amended, as has been relied upon by the Statutory Auditor.

It is clarified that pre-litigation notices (other than those issued by governmental, statutory or regulatory
authorities) received by our Company, our Directors shall not be considered as litigation until such time that
any of our Company, our Directors, as the case may be, is made a party to proceedings initiated before any
court, tribunal or governmental authority or any judicial authority, or is notified by any governmental,
statutory or regulatory authority of any such proceeding that may be commenced.

All terms defined in a particular litigation disclosure pertain to that litigation only.

Page 316 of 447

1. LITIGATION INVOLVING OUR COMPANY

(a) Litigation proceedings against our Company:

(i) Criminal Proceedings:

As on the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings initiated
against our Company.

Particulars Number of cases Total Amount involved

(Amount in lakhs)
Criminal proceedings against our NIL NIL
Company

(ii) Civil Proceedings:

As on the date of this Draft Red Herring Prospectus, there are no outstanding civil and material litigations
initiated against our Company.

Particulars Number of cases Total Amount involved

(Amount in lakhs)
Civil proceedings against our NIL NIL
Company

(iii) Actions taken by Statutory/Regulatory Authorities

As on the date of this Draft Red Herring Prospectus, there are no outstanding civil and material litigations
initiated against our Company.

Particulars Number of cases Total Amount involved

(Amount in lakhs)
Civil proceedings against our NIL NIL
Company

(iv) Tax Proceedings

Set our herein below are details of pending tax cases involving our Company:
(Amount in lakhs)
Name of Proceedings Number of Cases Amount Involved
Income Tax (Outstanding Demand) Nil Nil
Income Tax (E Proceedings) Nil Nil
Direct Tax (TDS) Nil Nil
Indirect Tax (GST) Demand Notice Nil Nil
Indirect Tax (GST) E Proceedings Nil Nil

(v) Disciplinary action taken by SEBI or Stock Exchanges

Page 317 of 447

 As on the date of this Draft Red Herring Prospectus, there are no disciplinary actions initiated by SEBI or
Stock Exchanges against our Company.

Particulars Number of cases Total Amount involved

(Amount in lakhs)
Disciplinary action by SEBI against our NIL NIL
Company

(vi) Other Material Litigations

As on the date of this Draft Red Herring Prospectus, there are no other material litigations initiated against our
Company.

(b) Litigation proceedings by our Company:

(i) Criminal Proceedings

Set out herein below are details of the pending criminal cases filed by our Company:

1. The present complaint case has been filed by our Company, having case no. Complaint Cases No. 8600/2019
vide CNR DLWT020179192019; titled as M/s Exim Routes Pvt. Ltd. v M/s Sri Venkatramana Paper Mills
Pvt. Ltd. & Others before the Chief Metropolitan Magistrate, Tis Hazari Courts. The complaint has been filed
before the court for the dishonour of the cheque bearing no.000323, dated 17.09.2019 of Rs. 10,00,000/-
under Section 138 read with Section 147 of the Negotiable Instruments Act, 1881.

Brief facts of the case:

The Company (“Complainant) extended a loan of Rs. 10,00,000/- to M/s Sri Venkatramana Paper Mills Pvt.
Ltd. (“accused”). Consequently, the accused issued a cheque bearing no. 000323, dated 17.09.2019 of Rs.
10,00,000. However, the aforesaid cheque was dishonoured with remarks “Funds Insufficient”. The
Complainant filed a cheque bounce case under section 138 r/w Section 147 of NI Act in Tis Hazari Court, Delhi.
The Hon’ble Court vide order dated 26.05.2022 decided a compensation of Rs. 12,00,000/- which is to be paid
by accused to the Complainant. For this purpose, the accused issued the 16 post-dated cheques and settled the
matter. But out of these 15 cheques got bounced. The Hon’ble Court issued Non-Bailable Warrants (“NBWs”)
against the accused, but all the NBWs received back unexecuted.

Thereafter, vide order dated 21.09.2023, the court reported that the accused's as well as its movable and
immovable properties are not traceable. Consequently, vide order dated 19.09.2024, the Hon’ble Court held that
the directors of the accused are declared proclaimed absconders. Hence, the Hon’ble Court directed that the said
case be revived once the directors of the accused are traced.

2. The present complaint case has been filed by our Company, having case no. Complaint Case No. 3796/2022
vide CNR DLWT020280122022; titled as M/s Exim Routes Pvt. Ltd. v M/s Sri Venkatramana Paper Mills
Pvt. Ltd. & Others before the Chief Metropolitan Magistrate, Tis Hazari Courts. The suit has been filed before
the court for the dishonour of the cheque bearing no. 000254 dated 15.08.2022 for Rs. 75,000/- under Section
138 read with Section 141 of the Negotiable Instruments Act, 1881.

Brief Facts of the Case:

The Hon’ble Court vide its order dated 26.05.2022 in Ct. Case No. 8600/2019 (referred above) declared that the
Accused handed over 16 post-dated cheques for an amount of Rs. 11,75,000/- and agreed to pay Rs. 25,000/-
after encashment of all these cheques to the Complainant. However, when the Complainant presented the 1 st
instalment cheque bearing no. 000254 dated 15.08.2022 for Rs. 75,000/- in the bank, the same was returned with
Page 318 of 447
the remark “Funds Insufficient.” The Complainant, upon the cheque being dishonoured, served a Legal Notice
dated 19.08.2022 to Sri Venkatraman Paper Mills Pvt. Ltd. (Accused No.1), Mr. Sanjeevi Murugan (Accused
No.2), Mr. Sanjeevi Kadarkarai (Accused No. 3) and Mr. Sanjeevi Sanjeevi (Accused No.4), to make the said
payment within 15 days. However, after receiving no payment, the Complainant filed the present complaint case
for the dishonour of the cheque bearing no. 000254 dated 15.08.2022 for Rs. 75,000/-under Section 138 read
with Section 141/142 of the Negotiable Instruments Act, 1881.

The present case is at the preliminary stage, and the next date of hearing is 17.07.2025.

3. The present complaint case has been filed by our Company, having case no. Complaint Case No. 3798/2022
vide CNR DLWT020280122022; titled as M/s Exim Routes Pvt. Ltd. v M/s Sri Venkatramana Paper Mills
Pvt. Ltd. & Others before the Chief Metropolitan Magistrate, Tis Hazari Courts. The suit has been filed before
the court for the dishonour of the cheque bearing no. 000253 dated 15.07.2022 for Rs. 75,000/- under Section
138 read with Section 141 of the Negotiable Instruments Act, 1881.

Brief Facts of the Case:

The Hon’ble Court vide its order dated 26.05.2022 in Ct. Case No. 8600/2019 (referred above) declared that the
Accused handed over 16 post-dated cheques for an amount of Rs. 11,75,000/- and agreed to pay Rs. 25,000/-
after encashment of all these cheques to the Complainant. However, when the Complainant presented the 1 st
instalment cheque bearing no. 000253 dated 15.07.2022 for Rs. 75,000/- in the bank, the same was returned with
the remark “Funds Insufficient.” The Complainant, upon the cheque being dishonoured, served a Legal Notice
dated 19.08.2022 to Sri Venkatraman Paper Mills Pvt. Ltd. (Accused No.1), Mr. Sanjeevi Murugan (Accused
No.2), Mr. Sanjeevi Kadarkarai (Accused No. 3) and Mr. Sanjeevi Sanjeevi (Accused No.4), to make the said
payment within 15 days. However, after receiving no payment, the Complainant filed the present complaint case
for the dishonour of the cheque bearing no. 000253 dated 15.07.2022 for Rs. 75,000/-under Section 138 read
with Section 141/142 of the Negotiable Instruments Act, 1881.

The present case is at the preliminary stage, and the next date of hearing is 17.07.2025.

4. The present complaint case has been filed by our Company, having case no. Complaint Case No. 3799/2022
vide CNR DLWT020280122022; titled as M/s Exim Routes Pvt. Ltd. v M/s Sri Venkatramana Paper Mills
Pvt. Ltd. & Others before the Chief Metropolitan Magistrate, Tis Hazari Courts. The suit has been filed before
the court for the dishonour of the cheque bearing no. 000252 dated 15.06.2022 for Rs. 75,000/- under Section
138 read with Section 141 of the Negotiable Instruments Act, 1881.

Brief Facts of the Case:

The Hon’ble Court vide its order dated 26.05.2022 in Ct. Case No. 8600/2019 (referred above) declared that the
Accused handed over 16 post-dated cheques for an amount of Rs. 11,75,000/- and agreed to pay Rs. 25,000/-
after encashment of all these cheques to the Complainant. However, when the Complainant presented the 1 st
instalment cheque bearing no. 000252 dated 15.06.2022 for Rs. 75,000/- in the bank, the same was returned with
the remark “Funds Insufficient.” The Complainant, upon the cheque being dishonoured, served a Legal Notice
dated 19.08.2022 to Sri Venkatraman Paper Mills Pvt. Ltd. (Accused No.1), Mr. Sanjeevi Murugan (Accused
No.2), Mr. Sanjeevi Kadarkarai (Accused No. 3) and Mr. Sanjeevi Sanjeevi (Accused No.4), to make the said
payment within 15 days. However, after receiving no payment, the Complainant filed the present complaint case
for the dishonour of the cheque bearing no. 000252 dated 15.06.2022 for Rs. 75,000/-under Section 138 read
with Section 141/142 of the Negotiable Instruments Act, 1881.

The present case is at the preliminary stage, and the next date of hearing is 17.07.2025.

(ii) Civil and other Material Litigations

Page 319 of 447

Set out herein below details of pending civil case filed by our Company:

The present execution petition is filed by our Company, in the case titled as Exim Routes Pvt. Ltd. v M/s Paragon
Paper Industries LLP & Others Ex. (Comm.) No. 75/2022 before the District Judge (Commercial Court), Tis
Hazari Courts, for the execution of decree to recover Rs. 11,82,422/- passed by Tis Hazari Court.

Brief facts of the case:

The Company (“Plaintiff”) filed a recovery suit bearing no. CS (Comm): 361/2020 against Paragon Paper
Industries LLP (“Defendant”) before the District Judge, West District, Tis Hazari Courts, Delhi. The Hon’ble
Court vide its judgement dated 01.02.2022 held the decree in favour of the Plaintiff to recover the principal
amount Rs.11,82,422/- @18% interest rate per annum from the date of the order till realization.

Consequently, the Plaintiff filed an execution petition before the Tis Hazari Court to enforce the recovery of the
amount due from the Defendant. However, upon determining that the Defendant resides in Himachal Pradesh
and owns property within the jurisdiction of the District Judge (Commercial Court) in District UNA, Himachal
Pradesh, the Plaintiff sought the transfer of the execution petition to the appropriate court in Himachal Pradesh.
The Hon’ble Court granted the transfer request, and the transfer of the execution petition was formally ordered
on 10.02.2023, as per the Transfer Certificate issued by the Court.

2. LITIGATION INVOLVING OUR PROMOTERS AND DIRECTORS

(a) Cases filed against our Promoters and Directors:

1. Criminal Proceedings

As on the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings initiated
against our Promoters.

Particulars Number of cases Total Amount involved

(Amount in lakhs)
Criminal proceedings against our NIL NIL
Promoters

2. Civil Proceedings

As on the date of this Draft Red Herring Prospectus, there are no outstanding civil and material litigation initiated
against our Promoters.

Particulars Number of cases Total Amount involved

(Amount in lakhs)
Civil and material litigation against NIL NIL
our Promoters

3. Actions taken by Statutory/Regulatory Authorities

As on the date of this Draft Red Herring Prospectus, there are no outstanding action by statutory or regulatory
authorities initiated against our promoters.

Particulars Number of cases Total Amount involved

(Amount in lakhs)
Regulatory/ Statutory action against our NIL NIL
Promoters
Page 320 of 447
 4. Tax Proceedings

Except as disclosed below, there are no proceedings related to direct and indirect taxes involving our Company,
Subsidiary, Promoters, Directors and Promoter Group:

The Tax demand against our promoter, Manish Goyal, has been raised. The details of the same are as follows:
(Amount in Lakhs)
Name of Proceedings Number of Demand Amount Involved
Direct Tax (Income Tax) O/s Demand 2 53.91

*Our Promoter, Director and Chief Executive Officer, Mr. Manish Goyal, has a total Outstanding demand for
the Assessment Year 2024 of INR 33,78,730 (Rupees Thirty Three Lakhs Seventy Eight Thousand Seven Hundred
and Thirty only). Also, there is an accrued interest of INR 1,35,148. The demand was raised on 27 January 2025
under section 143(1)(a) of the Income Tax Act, 1961.

*Our Promoter, Director, and Chief Executive Officer, Mr. Manish Goyal, has a total Outstanding demand for
the Assessment Year 2023 of INR 17,54,750 (Rupees Seventeen Lakhs Fifty Four Thousand Seven Hundred and
fifty only). Also, there is an accrued interest of INR 1,22,829. The demand was raised on 13 December 2024
under section 154 of the Income Tax Act, 1961.

5. Disciplinary action against our Promoters by SEBI or any stock exchange in the last five (05)
Financial years.

As on date of this Draft Red Herring Prospectus, no disciplinary action including penalty imposed by SEBI or
stock exchanges has been initiated against our Promoters in the last five Fiscals including any outstanding action.

Particulars Number of cases Total Amount involved

(Amount in lakhs)
Disciplinary action against our NIL NIL
Promoters

6. Other Material Litigations

As on the date of this Draft Red Herring Prospectus, there are no other material litigations initiated against our
Promoters.

(b) Cases filed by our Promoters and Directors:

1. Criminal Proceedings

As on date of this Draft Red Herring Prospectus, there are no outstanding criminal litigation initiated by our
Promoters.
Particulars Number of cases Total Amount involved
(Amount in lakhs)
Criminal proceedings by our Promoters NIL NIL

2. Civil and Other Material Litigations

Page 321 of 447

As on the date of this Draft Red Herring Prospectus, there are no outstanding civil litigation initiated by our
Promoters.
Particulars Number of cases Total Amount involved
(Amount in lakhs)
Civil proceeding by our NIL NIL
Promoters

3. LITIGATION INVOLVING OUR SUBSIDIARY

(a) Cases filed against our subsidiary

(i) Criminal Proceedings:

As on the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings initiated
against our Subsidiary.
Particulars Number of cases Total Amount involved
(Amount in lakhs)
Criminal proceedings against our NIL NIL
subsidiary

(ii) Civil Proceedings:

As on the date of this Draft Red Herring Prospectus, there are no outstanding civil proceedings initiated against
our Subsidiary.
Particulars Number of cases Total Amount involved
(Amount in lakhs)
Civil proceedings against our NIL NIL
subsidiary

(iii) Actions taken by Statutory/Regulatory Authorities

As on the date of this Draft Red Herring Prospectus, there are no outstanding action by statutory or regulatory
authorities initiated against our Subsidiary.
Particulars Number of cases Total Amount involved
(Amount in lakhs)
Statutory/Regulatory action NIL NIL
against our subsidiary

(iv) Tax Proceedings

As on the date of this Draft Red Herring Prospectus, there are no tax proceedings initiated against our
Subsidiary.

Particulars Number of cases Total Amount involved

(Amount in lakhs)
Our Subsidiary
Direct Tax 2 INR 4.11 Or USD 4797.74*

Page 322 of 447

 Indirect Tax 3 INR 4.24 Or EUR 4,221.50 #
Total 5 INR 8.35

*USD 1 = INR 85.6791 based on the exchange rate as of July 11, 2025 (Source: Oanda)
* Our subsidiary incorporated in the United States of America, Exim Routes Inc., received a Notice of
Proposed Assessment from the Division of Revenue, State of Delaware, dated April 23, 2025, for the tax year
ended December 31, 2024. The notice pertains to a penalty imposed for non-payment of estimated corporate
income taxes under applicable Delaware tax laws. The assessed amount is USD 210.40 (United States
Dollars Two Hundred Ten and Forty Cents).

*Our subsidiary incorporated in the United States of America, Exim Routes Inc., received a Notice dated
May 12, 2025, from the Internal Revenue Service (IRS), United States Department of the Treasury, Ogden in
connection with the unpaid taxes for the year ended December 31, 2024. The notice indicates an outstanding
tax liability of USD 4,587.34 (United States Dollars Four Thousand Five Hundred Eighty-Seven and Thirty-
Four Cents), comprising USD 4,319.00 towards the principal tax amount, USD 21.59 as failure-to-pay
penalty, USD 224.33 as estimated tax penalty, and USD 22.42 towards interest charges, estimated under the
applicable provisions of the U.S. tax laws.

#EUR 1 = INR 100.363 based on the exchange rate as of July 11, 2025 (Source: Oanda)
# Our subsidiary, Good Earth SCM GmbH, incorporated in Germany, received a notice dated January 23,
2025, from the Finanzamt für Körperschaften II, Berlin (Tax Office for Corporations II), in relation to the
Value Added Tax (VAT) obligations for the third calendar quarter of the financial year 2024. The notice was
issued under the applicable laws of Germany, on account of the subsidiary’s failure to file the advance VAT
return for the said quarter. As a result, the tax authority proceeded with a provisional assessment based on
estimation and determined an outstanding VAT liability aggregating to EUR 1,182.00 (Euro One Thousand
One Hundred Eighty-Two only), comprising EUR 1,102.00 towards the principal VAT amount and EUR
80.00 as a late filing penalty (Verspätungszuschlag).

# Our subsidiary, Good Earth SCM GmbH, incorporated in Germany, received an enforcement notice
(Vollstreckungsankündigung) dated January 20, 2025, from the Finanzamt für Körperschaften II, Berlin, in
relation to the non-payment of tax liabilities for the financial year 2024. The notice indicates an aggregate
outstanding liability of EUR 2,052.50 (Euro Two Thousand Fifty-Two and Fifty Cents only), comprising VAT
dues of EUR 1,026.00 for the second quarter of 2024, along with a late payment surcharge of EUR 30.00
and a separate late payment fee of EUR 75.00 for delayed filing of the same. Additionally, it includes a Trade
Tax (Gewerbesteuer) liability of EUR 896.00 for the fourth quarter of 2024, along with an associated late
payment surcharge of EUR 25.50. The notice was issued under the applicable laws of Germany.

Page 323 of 447

 #Our subsidiary, Good Earth SCM GmbH, incorporated in Germany, received a tax notice dated February
6, 2025, from the Finanzamt für Körperschaften II, Berlin, in connection with its Value Added Tax (VAT)
obligations for the fourth calendar quarter of the financial year 2024. The notice was issued under the
applicable laws of Germany, on a provisional basis and subject to review, due to the subsidiary’s failure to
file its advance VAT return for the relevant period. The tax office estimated the VAT liability based on a
deemed taxable turnover of EUR 4,800, applying the standard rate of 19%, and determined a principal tax
amount of EUR 912.00. In addition, a late filing penalty (Verspätungszuschlag) of EUR 75.00 was levied
bringing the total payable to EUR 987.00 (Euro Nine Hundred Eighty-Seven only).

(v) Disciplinary action taken by SEBI or stock exchanges

As on the date of this Draft Red Herring Prospectus, no disciplinary action by the SEBI or Stock Exchanges
initiated against our Subsidiary.
Particulars Number of cases Total Amount involved
(Amount in lakhs)
Disciplinary action by SEBI against our NIL NIL
subsidiary

(vi) Other Material Litigations

As on the date of this Draft Red Herring Prospectus, there are no other material litigations initiated against our
Subsidiary.

(b) Cases filed by our subsidiary

(i) Criminal Proceedings

As on the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings initiated by
our Subsidiary.

Particulars Number of cases Total Amount involved

(Amount in lakhs)
Criminal proceedings by our NIL NIL
subsidiary

(ii) Civil proceedings

As on the date of this Draft Red Herring Prospectus, there are no civil proceedings initiated by our Subsidiary.

Particulars Number of cases Total Amount involved

(Amount in lakhs)
Civil proceedings by our subsidiary NIL NIL

(iii) Other Material Litigations:

As on the date of this Draft Red Herring Prospectus, there are no other material litigations initiated by our
Directors other than the promoters.

Page 324 of 447

4. LITIGATION INVOLVING OUR GROUP ENTITIES

(a) Cases filed against our Group entities:

(i) Criminal Proceedings

As on the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings initiated
against our Subsidiary.
Particulars Number of cases Total Amount involved
(Amount in lakhs)
Criminal proceedings against our NIL NIL
subsidiary

(ii) Civil Proceedings

As on the date of this Draft Red Herring Prospectus, there are no outstanding civil proceedings initiated against
our Subsidiary.
Particulars Number of cases Total Amount involved
(Amount in lakhs)
Civil proceedings against our subsidiary NIL NIL

(iii) Actions taken by Statutory/Regulatory Authorities

As on the date of this Draft Red Herring Prospectus, there are no outstanding action by statutory or regulatory
authorities initiated against our Subsidiary.
Particulars Number of cases Total Amount involved
(Amount in lakhs)
Statutory/Regulatory action against our NIL NIL
subsidiary

(iv) Tax Proceedings

As on the date of this Draft Red Herring Prospectus, there are no tax proceedings initiated against our Subsidiary.
Particulars Number of cases Total Amount involved
(Amount in lakhs)
Our Subsidiary
Direct Tax Nil Nil
Indirect Tax Nil Nil
Total Nil Nil

(v) Disciplinary action taken by SEBI or stock exchanges

As on the date of this Draft Red Herring Prospectus, no disciplinary action by the SEBI or Stock Exchanges
initiated against our Subsidiary.
Particulars Number of cases Total Amount involved
(Amount in lakhs)
Page 325 of 447
 Disciplinary action by SEBI against our NIL NIL
subsidiary

(vi) Other Material Litigations

As on the date of this Draft Red Herring Prospectus, there are no other material litigations initiated against our
Subsidiary.

(b) Cases filed by our Group entities:

(i) Criminal Proceedings

As on the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings initiated by
our Group Companies.
Particulars Number of cases Total Amount involved
(Amount in lakhs)
Criminal proceedings by our group NIL NIL
companies

(ii) Civil Proceedings

As on the date of this Draft Red Herring Prospectus, there are no civil proceedings initiated by our Group
Companies.
Particulars Number of cases Total Amount involved
(Amount in lakhs)
Civil proceedings by our group NIL NIL
companies

(iii) Other Material Litigations

As on the date of this Draft Red Herring Prospectus, there are no other material litigations initiated by our Group
Companies.

(c) Cases filed against our Key Managerial Personnel & Senior Management Personnel

(i) Criminal Proceedings

As on the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings initiated
against our Key managerial Personnel & Senior Management Personnel.

Particulars Number of cases Total Amount involved

(Amount in lakhs)
Criminal proceedings against our KMPs NIL NIL

(ii) Civil and Other Material Litigations

As on the date of this Draft Red Herring Prospectus, there are no civil and other outstanding material litigation
initiated against our Key managerial Personnel & Senior Management Personnel.
Page 326 of 447
 Particulars Number of cases Total Amount involved
(Amount in lakhs)
Civil or other material NIL NIL
litigation against our KMPs

5. OUTSTANDING DUES TO SMALL SCALE UNDERTAKINGS OR ANY OTHER

CREDITORS

As per the materiality policy of the Company for disclosing outstanding amounts to creditors. Based on the
same, as on March 31, 2025, our Company had outstanding dues to creditors as follows:

Types of Creditors Number of Creditors Amount involved

Micro, Small and Medium Enterprises 4 13.86
Other Creditors 20 168.80
Total (A+B) 24 182.66

6. PAST ENQUIRIES, INSPECTIONS OR INVESTIGATIONS

There have been no inquiries, inspections or investigations initiated or conducted under the Companies Act,
2013 on our Company by concerned authorities as on the date of this Draft Red-Herring Prospectus.

7. OUTSTANDING LITIGATION AGAINST OTHER PERSONS AND COMPANIES WHOSE

OUTCOME COULD HAVE AN ADVERSE EFFECT ON OUR COMPANY

There is no outstanding litigation against any other persons or companies whose outcome could have an
adverse effect on our Company as on the date of this Draft Red-Herring Prospectus.

8. PROCEEDINGS INITIATED AGAINST OUR COMPANY FOR ECONOMIC OFFENCES

There are no pending proceedings initiated against our Company for any economic offences as on the date of
this Draft Red-Herring Prospectus.

9. DISCLOSURES PERTAINING TO FRAUDULENT BORROWER AND WILFUL DEFAULTER

Neither our Company, nor our Promoters, and Directors have been categorized or identified as wilful defaulters
by any bank or financial institution or consortium thereof, in accordance with the guidelines on willful
defaulters issued by the Reserve Bank of India. There are no violations of securities laws committed by them
in the past or are currently pending against any of them.

10. MATERIAL DEVELOPMENT OCCURRING AFTER LAST BALANCE SHEET DATE I.E.,
MARCH 31, 2025.

Except as disclosed in the section titled “Management‘s Discussion and Analysis of Financial Condition and
Results of Operations of our Company” beginning on page number 294 of this Draft Red Herring Prospectus,
in the opinion of our Board, there have not arisen, since the date of the last financial statements disclosed in
this Draft Red Herring Prospectus, any circumstances that materially or adversely affect or are likely to affect
our profitability taken as a whole or the value of its assets or its ability to pay its material liabilities within the
next 12 months.
Page 327 of 447
 We certify that except as stated herein above:
a. There are no defaults in respect of payment of interest and/or principal to the debenture/bond/fixed deposit
holders, banks, FIs by our Company, promoters, group entities, companies promoted by the promoters during
the past three years.

b. There are no cases of litigation pending against the Company or against any other Company in which Directors
are interested, whose outcome could have a materially adverse effect on the financial position of the Company.

c. There are no pending litigation against the Promoters/ Directors in their personal capacities and also involving
violation of statutory regulations or criminal offences.

d. There are no pending proceedings initiated for economic offences against the Directors, Promoters, Companies
and firms promoted by the Promoters.

e. There are no outstanding litigation, defaults etc. pertaining to matters likely to affect the operations and
finances of the Company including disputed tax liability or prosecution under any enactment.

f. The Company, its Promoters and other Companies with which promoters are associated have neither been
suspended by SEBI nor has any disciplinary action been taken by SEBI.

g. There is no material regulatory or disciplinary action by SEBI, stock exchange or regulatory authority in the
past five year in respect of our promoters, group company’s entities, entities promoted by the promoters of our
company.

h. There are no status of criminal cases filed or any investigation being undertaken with regard to alleged
commission of any offence by any of our Directors. Further, none of our Directors has been charge-sheeted
with serious crimes like murder, rape, forgery, economic offences etc.

i. The issue is compliance with applicable provision of Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulation 2018.

j. Neither the Company nor any of its promoters or directors is a wilful defaulter.

This space has been left blank intentionally.

Page 328 of 447

 GOVERNMENT AND OTHER APPROVALS

In view of the licenses / permissions / approvals / no-objections / certifications / registrations, (collectively

“Authorisations”) listed below, our Company can undertake this Issue and our current business activities and
to the best of our knowledge, no further approvals from any governmental or regulatory authority or any other
entity are required to undertake this Issue or continue our business activities. Unless otherwise stated, these
approvals are all valid as of the date of this Draft Red Herring Prospectus. It must be distinctly understood
that, in granting these approvals, the GoI, the RBI or any other authority does not take any responsibility for
our financial soundness or for the correctness of any of the statements made or opinions expressed in this
behalf. For further details in connection with the regulatory and legal framework within which we operate,
please refer to the chapter titled “Key Regulation and Policies” beginning on page 229 of the Draft Red
Herring Prospectus.

CORPORATE APPROVALS FOR THIS ISSUE

1. The Board of Directors have, pursuant to resolutions passed at its meeting held on May 19, 2025, approved
the Issue, subject to the approval by the shareholders of the Company under Section 62 (1) (c) of the
Companies Act 2013.

2. The Shareholders have, pursuant to the resolution dated May 23, 2025, under section 62(1)(c) of the
Companies Act 2013, authorized the Issue.

IN-PRINCIPLEs APPROVAL

The Company has obtained approval from NSE vide its letter dated [●] to use the name of NSE in this Offer
document for listing of equity shares on Emerge Platform of NSE. NSE is the Designated Stock Exchange.

AGREEMENTS WITH NSDL AND CDSL

1. The Company has entered into an agreement dated November 05, 2024, with the Central Depository
Services (India) Limited (CDSL), and the Registrar and Transfer Agent, who, in this case, is Maashitla
Securities Private Limited for the dematerialization of its shares.

2. The Company has entered into an agreement dated January 31, 2025, with the National Securities
Depository Limited (NSDL) and the Registrar and Transfer Agent, who, in this case, is Maashitla
Securities Private Limited for the dematerialization of its shares.

3. The Company’s International Securities Identification Number (ISIN) is INE19I001020.

INCORPORATION DETAILS OF OUR COMPANY

Issuing Date of Valid

S.N. Authorization granted CIN
Authority Issue upto
Certificate of Incorporation ROC, NCT
April 23,
1. in the name of “Exim of Delhi and U51909DL2019PTC349006 Perpetual
2019
Routes Private Limited” Haryana

Page 329 of 447

 2. Certificate of Incorporation ROC, NCT
October
in the name of “Exim of Delhi and U51909HR2019PTC115525 Perpetual
09, 2023
Routes Private Limited” Haryana
3. Certificate of Incorporation ROC, NCT
October
in the name of “Exim of Delhi and U51909HR2019PLC115525 Perpetual
24, 2024
Routes Limited” Haryana

TAX RELATED AUTHORISATIONS OF COMPANY

Nature of License
Issuing Particulars of Date of
S. N. / Approvals / Date of Issue
Authority License/Approvals Expiry
Registration
Income Tax
Registration in
Department, April 23,
1. Income Tax AAFCE4612E Perpetual
Government of 2019
Department
India
Allotment of Tax Income tax
Deduction Department, January 30,
2. RTKE05115F Perpetual
Account Number Government of 2025
(TAN-Haryana) India
Allotment of Tax Income tax
Deduction Department, April 23,
3. DELE10950C Perpetual
Account Number Government of 2019
(TAN-Delhi) India
Goods and
Goods and Service
Service Tax
Tax (GST)
Department, December 23, Valid until
4. Registration 06AAFCE4612E1Z3
Haryana, 2024 cancellation
Certificate
Government of
(Haryana)
India

LABOUR LAW RELATED APPROVALS

Registration
Date of
Issuing No./Reference
S. N. Description Issue/Date Valid upto
Authority No./License
of Renewal
No./Membership No.
Employees’ Employees’
Provident Funds & Provident Funds
June 06, Valid until
1. Miscellaneous Organisation, DLCPM2105187000
2020 cancellation
Provisions Act, (Regional Office,
1952 Delhi)
Employees State
Employee’s State May 28, Valid until
2. Insurance 69001095090001099
Insurance Act, 1948 2025 cancellation
Corporation
Shop and Department of
PSA/REG/GGN/LI- May 24, Valid until
3. Establishments Labour,
Ggn-X/0353827 2025 cancellation
Registration Government of
Page 330 of 447
 Certificate Haryana

BUSINESS RELATED CERTIFICATIONS

Registration No./ Date of

S. N. Description Issuing Authority Reference No./ License Issue/ Date Valid upto
No./ Membership No. of Renewal
Udyam Ministry of Micro,
UDYAM-HR-05- April 02, Valid until
1. Registration Small and Medium
0138690 2025 cancellation
Certificate Enterprise, GOI
Directorate General
Certificate of of Foreign Trade
Importer- (DGFT), June 08, Valid until
2. AAFCE4612E
Exporter Code Ministry of 2019 cancellation
(IEC) Commerce and
Industry

Intellectual Property Rights

For details regarding our Intellectual Property Rights, please refer to the heading “Intellectual Property Rights”
to chapter titled “Our Business” on page 198 of the Draft Red Herring Prospectus.

Domain

For details regarding domain, please refer under the heading “Domain” under chapter “Our Business” on page
198 of the Draft Red Herring Prospectus.

Material licenses/approvals for which our Company is yet to apply / Statutory Approvals/ Licenses
required for the proposed expansion.

Our Company do not have any pending licenses, permissions, and approvals from the Central and State
Governments and other government agencies/regulatory authorities/certification bodies which applied for but
not yet received.

IT MUST, HOWEVER BE, DISTINCTLY UNDERSTOOD THAT IN GRANTING THE ABOVE-

MENTIONED APPROVALS, THE CENTRAL GOVERNMENT, STATE GOVERNMENT, RBI AND
OTHER AUTHORITIES DO NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL
SOUNDNESS OF THE COMPANY OR FOR THE CORRECTNESS OF ANY OF THE
STATEMENTS.

This space has been left blank intentionally.

Page 331 of 447

 OTHER REGULATORY AND STATUTORY DISCLOSURES

Authority for the Issue

1. This Issue has been authorized by a resolution passed by our Board of Directors at its meeting held on
May 19, 2025

2. The Shareholders of our Company have authorized this Issue by their Special Resolution passed pursuant
to Section 62 (1) (c) of the Companies Act, 2013, at its Extra Ordinary General Meeting held on May 23,
2025 and authorized the Board to take decisions in relation to this Issue.

3. The Company has obtained approval from NSE vide its letter dated [●] to use the name of NSE in this
Offer document for listing of equity shares on Emerge Platform of NSE. NSE is the Designated Stock
Exchange.

4. Our Board has approved this Draft Red Herring Prospectus through its resolution dated July 16, 2025.

5. We have also obtained all necessary contractual approvals required for this Issue. For further details, refer
to the chapter titled “Government and Other Approvals” beginning on page number 329 of this Draft Red
Herring Prospectus.

Prohibition by SEBI

Our Company, Directors, Promoters, members of the Promoter Group and Group Entities or the Director and
Promoter of our Promoter Companies, have not been prohibited from accessing or operating in the capital
markets or restrained from buying, selling or dealing in securities under any order or direction passed by SEBI
or any other regulatory or governmental authority.

The companies, with which Promoters, Directors or persons in control of our Company were or are associated
as promoters, directors or persons in control of any other company have not been prohibited from accessing or
operating in capital markets under any order or direction passed by SEBI or any other regulatory or
governmental authority.

Prohibition by RBI or Governmental authority

Our Company, our Promoters or their relatives (as defined under the Companies Act) and our Group Entities
have confirmed that they have not been declared as wilful defaulters by the RBI or any other government
authority and there are no violations of securities laws committed by them in the past or no proceeding thereof
are pending against them.

Our directors have not been declared as wilful defaulter by RBI or any other government authority and there
have been no violation of securities laws committed by them in the past or no proceedings thereof are pending
against them.

Compliance with the Companies (Significant Beneficial Ownership) Rules, 2018

In view of the General Circular No. 07/2018 dated September 6, 2018 and General Circular No. 8/ 2018 dated
September 10, 2018 issued by the Ministry of Corporate Affairs, Government of India, our Company, and our

Page 332 of 447

Promoter Group will ensure compliance with the Companies (Significant Beneficial Ownerships) Rules, 2018,
upon notification of the relevant forms, as may be applicable to them.

Directors associated with the Securities Market

We confirm that none of our directors are associated with the securities market in any manner and no action
has been initiated against these entities by SEBI in the past five (5) years preceding the date of this Draft Red
Herring Prospectus.

ELIGIBILITY FOR THIS ISSUE

Our Company is eligible for the Offer in accordance with Regulation 229(1) and other provisions of Chapter
IX of the SEBI (ICDR) Regulations, 2018 as the post issue paid up capital is More than Rs.1,000 Lakh, But
upto 2,500 Lakh. Our Company also complies with the eligibility conditions laid by the Emerge Platform of
NSE Limited for listing of our Equity Shares.

We confirm that:

a) In accordance with Regulation 260 of the SEBI (ICDR) Regulations, this Issue will be hundred percent
underwritten and that the BRLM to the Offer will underwrite at least 15% of the Total Issue Size. For
further details pertaining to said underwriting please refer to “General Information” Underwriting on page
74 of this Draft Red Herring Prospectus.

b) In accordance with Regulation 268(1) of the SEBI (ICDR) Regulations, we shall ensure that the total
number of proposed allottees in the Issue is greater than or equal to Two Hundred, otherwise, the entire
application money will be refunded forthwith. If such money is not repaid within eight (8) days from
the date our Company becomes liable to repay it, then our Company and every officer in default shall,
on and from expiry of eight (8) days, be liable to repay such application money with interest as
prescribed under Section 40 of the Companies Act, 2013 and SEBI (ICDR) Regulations.

c) In accordance with Regulation 246 of the SEBI (ICDR) Regulations, the BRLM shall ensure that the
Issuer shall file a copy of the Red Herring Prospectus/ Prospectus with SEBI along with a due diligence
certificate, which should include site visit Report including additional confirmations as required to SEBI
at the time of filing the Red Herring Prospectus/ Prospectus with the Registrar of Companies.

d) In accordance with Regulation 261 of the SEBI (ICDR) Regulations, the BRLM will ensure compulsory
Market Making for a minimum period of three (3) years from the date of listing of equity shares offered
in this Issue. For further details of market making arrangement, please refer to the section titled “General
Information”, “Details of the Market Making Arrangements for this Issue” on page 74 of this Draft
Red Herring Prospectus.

e) In accordance with Regulation 228 (a) of the SEBI (ICDR) Regulations, Neither the issuer, nor any of
its promoters, promoter group or directors are debarred from accessing the capital market by the Board.

f) In accordance with Regulation 228 (b) of the SEBI (ICDR) Regulations, none of the promoters or
directors of the issuer is a promoter or director of any other company which is debarred from accessing
the capital market by the Board.

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 g) In accordance with Regulation 228 (c) of the SEBI (ICDR) Regulations, Neither the issuer nor any of
its promoters or directors is a wilful defaulter or fraudulent borrower.

h) In accordance with Regulation 228 (d) of the SEBI (ICDR) Regulations, None of the Issuer‘s promoters
or directors is a fugitive economic offender.

i) In accordance with Regulation 228 (e) of the SEBI (ICDR) Regulations, there are no outstanding
convertible securities or any other right which would entitle any person with any option to receive equity
shares of the issuer.

j) In accordance with Regulation 230 (1) (a) of the SEBI (ICDR) Regulations, Application is being made
to NSE Limited and NSE Limited is the Designated Stock Exchange.

k) In accordance with Regulation 230 (1) (b) of the SEBI (ICDR) Regulations, the Company has entered
into agreement with depositories for dematerialization of specified securities already issued and
proposed to beissued.

l) In accordance with Regulation 230 (1) (c) of the SEBI (ICDR) Regulations, all the present Equity share
Capital fully Paid Up.

m) In accordance with Regulation 230 (1) (d) of the SEBI (ICDR) Regulations, all the specified securities
held by the promoters are already in dematerialized form.

NSE ELIGIBILITY NORMS:

1. The Issuer should be a Company incorporated under the Companies Act, 2013.

Our Company has been incorporated under the Companies Act, 2013 on April 23, 2019.

2. The post issue paid up capital of the company (face value) shall not be more than ₹ 25 crores.

The post issue paid up capital of the company (face value) will not be more than Rs. 25 crores.

3. Track Record:

a. The Company should have a track record of at least 3 (three) years.

Our Company was incorporated on April 23, 2019, under the provisions of the Companies Act, 2013,
and we satisfy the criteria of Track Record:

On the basis of restated financial statements:

(Amount in Lakhs)
For the For the For the
Year Year Year
Particulars
March March March 31,
31, 2025 31, 2024 2023
Net Profit as per Restated Standalone Financial 354.63 61.98 30.33
Statement

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 Net Profit as per Restated Consolidated 756.28 420.33 37.49
Financial Statement

b. The Company should have operating profit (earnings before interest, depreciation and tax) of INR 1
crore from operations for at least 2 financial years preceding the application and that the Company has
track record of 3 years & the net-worth of the Company should be positive.

On the basis of consolidated financial statements:

(Amount in Lakhs)
For the
For the
Year For the Year
Year ended
Particulars ended ended March
March 31,
March 31, 31, 2023
2025
2024
Operating profit* (earnings before interest, 994.70 458.00 63.62
depreciation and tax minus other income)
Net-worth 2,130.45 367.61 62.88
*Operating Profit is calculated as Profit before tax + Depreciation + Finance Cost – Other income.

On the basis of standalone financial statements:

(Amount in Lakhs)
For the
For the
Year For the Year
Year ended
Particulars ended ended March
March 31,
March 31, 31, 2023
2025
2024
Operating profit* (earnings before interest, 491.37 115.31 53.09
depreciation and tax minus other income)
Net-worth 1,559.95 117.7 55.72
*Operating Profit is calculated as Profit before tax + Depreciation + Finance Cost – Other income.

c. The company/entity should have positive Free cash flow to Equity (FCFE) for at least 2 out of 3 financial
years preceding the application.
(Amount in Lakhs)
For the
For the For the
Year
Year Year
ended
Particulars ended ended
March
March March
31,
31, 2025 31, 2023
2024
Net Cash flow from Operations (581.79) 233.09 (21.12)
Less- Purchase of Fixed Assets (net of sale proceeds
(437.11) (35.04) (95.75)
of Fixed Assets)
Add- Net Total Borrowings (net of repayment) 128.10 (139.11) 138.31
Less- Interest expense x (1-T) (12.58) (0.92) (0.98)
Free cash flow to Equity (FCFE) (903.38) 58.02 20.71

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 4. Offer for sale (OFS) by selling shareholders in SME IPO shall not exceed 20% of the total issue
size and selling shareholders cannot sell more than 50% of their holding – Not applicable

5. The company shall mandatorily facilitate trading in demat securities and enter into an agreement
with both the depositories.

To enable all shareholders of the Company to have their shareholding in electronic form, the Company
had signed the tripartite agreements with the Depositories and the Registrar and Share Transfer Agent.
The Company’s shares bear an ISIN: INE19I001020.

6. The company shall mandatorily have a website.

Our Company has a live and operational website is [Link]

7. Name change
The Company has not changed its name in last one year.

Other Listing Requirements

a) Our Company has not been referred to the Board for Industrial and Financial Reconstruction (BIFR).
b) There is no winding up petition against the company that has been admitted by the Court and accepted
by a court or Liquidator has not been appointed.
c) There has been no change in the promoter/s of the Company in preceding one year from the date of
filing application to NSE India for listing on Emerge Platform of NSE India.
d) No material regulatory or disciplinary action has been taken by any stock exchange or regulatory
authority in the past three years against the Company.
e) Our Company has not been referred to the National Company Law Tribunal (NCLT) under Insolvency
and Bankruptcy Code, 2016.
f) None of the Directors of our Company have been categorized as a Willful Defaulter or fraudulent
borrowers.
g) The directors of the issuer are not associated with the securities market in any manner, and there is no
outstanding action against them initiated by the Board in the past five years.
h) None of the merchant bankers involved in the IPO have instances of any of their draft offer document
filed with the Exchange being returned in the past 6 months from the date of application.
i) The object of the issue does not consist for the repayment of the loan.
j) The company shall mandatorily facilitate trading in demat securities and has entered into an agreement
with both the depositories. Also, the Equity Shares allotted through this Issue is in dematerialized mode.
k) There has been no change in the promoter/s of the Company in the preceding one year from the date of
filing application to BSE for listing on SME segment.
l) Disciplinary action:
• There is no regulatory action of suspension of trading against the promoter(s) or companies promoted
by the promoters by any stock Exchange having nationwide trading terminals.
• None of the Promoter(s) or directors have been promoter(s) or directors (other than independent
directors) of compulsory delisted companies by the Exchange and the applicability of consequences
of compulsory delisting is attracted or companies that are suspended from trading on account of non-
compliance.
• None of the Director have been disqualified/ debarred by any of the Regulatory Authority.

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 m) There are no pending defaults in respect of payment of interest and/or principal to the debenture/ bond/
fixed deposit holders by the applicant company, promoters/ promoting company(ies), Subsidiary
Companies.

We further confirm that we shall be complying with all the other requirements as laid down for such an
Issue under Chapter IX of SEBI (ICDR) Regulations, as amended from time to time and subsequent
circulars and guidelines issued by SEBI and the NSE Emerge.

OTHER DISCLOSURES

i. The issuer company is in compliance with The Companies Act, 2013 with respect to issuance of securities
since inception till the date of filing of Drat Red Herring Prospectus.
ii. There are no other agreements/ arrangements and clauses / covenants which are material and which needs
to be disclosed or non-disclosure of which may have bearing on the investment decision, other than the
ones which have already mentioned in this Draft Red Herring Prospectus.
iii. There is no conflict of interest between the suppliers of raw materials and third-party service providers
(crucial for operations of the company) and the company, Promoter, Promoter Group, Key Managerial
Personnel, Directors and subsidiaries / Group Company and its directors except as mentioned on page no.
25 of the Draft Red Herring Prospectus.
iv. There is no conflict of interest between the lessor of the immovable properties (crucial for operations of
the company) and the company, Promoter, Promoter Group, Key Managerial Personnel, Directors and
subsidiaries / Group Company and its directors, except as mentioned under the section “Place of
Operations” page no. 227 of the Draft Red Herring Prospectus.
v. No material clause of Article of Association has been left out from disclosure in this Draft Red Herring
Prospectus having bearing on the IPO/disclosure.
vi. There are no findings/observations of any of the inspections by SEBI or any other regulator which are
material and which needs to be disclosed or non-disclosure of which may have bearing on the investment
decision, other than the ones which have already disclosed in the Offer Document.

COMPLIANCE UNDER REGULATION 300 OF SEBI(ICDR) REGULATIONS

No exemption from eligibility norms has been sought under Regulation 300 of the SEBI (ICDR) Regulations
with respect to the Issue.

DISCLAIMER CLAUSE OF SEBI

IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING

PROSPECTUS TO THE SECURITIES AND EXCHANGE BOARD OF INDIA (SEBI) SHOULD NOT
IN ANY WAY BE DEEMED OR CONSTRUED THAT THE SAME HAS BEEN CLEARED OR
APPROVED BY SEBI. SEBI DOES NOT TAKE ANY RESPONSIBILITY EITHER FOR THE
FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR WHICH THIS OFFER 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, NARNOLIA FINANCIAL SERVICES LIMITED AS CERTIFIED THAT THE
DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE GENERALLY
ADEQUATE AND ARE IN CONFORMITY WITH THE REGULATIONS. THIS REQUIREMENT IS

Page 337 of 447

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, NARNOLIA FINANCIAL SERVICES LIMITED, IS EXPECTED TO EXERCISE DUE
DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITY
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD
MANAGER, NARNOLIA FINANCIAL SERVICES LIMITED, SHALL FURNISH TO SEBI A DUE
DILIGENCE CERTIFICATE DATED JULY 14, 2025 IN THE FORMAT PRESCRIBED UNDER
SCHEDULE V(A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF
SECURITIES AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018.

THE FILING OF 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 AND OTHER CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE
RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGER
ANY IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING PROSPECTUS.

DISCLAIMER STATEMENT FROM OUR COMPANY AND THE BOOK RUNNING LEAD
MANAGER

Our Company, its Directors and the BRLM accept no responsibility for statements made otherwise than in this
Draft Red Herring Prospectus or in the advertisements or any other material issued by or at instance of our
Company and anyone placing reliance on any other source of information, including our website
[Link] & [Link] would be doing so at his or her own risk.

Caution

The BRLM accepts no responsibility, save to the limited extent as provided in the Agreement for Issue
management the Underwriting Agreement and the Market Making Agreement. Our Company, our Directors
and the BRLM shall make all information available 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 or at collection centers, etc. The BRLM and its associates
and affiliates may engage in transactions with and perform services for, our Company and their respective
associates in the ordinary course of business & have engaged and may in future engage in the provision of
financial services for which they have received, and may in future receive, compensation.

Investors who apply in this Issue will be required to confirm and will be deemed to have represented to
our Company and the Underwriter and their respective directors, officers, agents, affiliates and
representatives that they are eligible under all applicable laws, rules, regulations, guidelines and
approvals to acquire Equity Shares and will not offer, sell, pledge or transfer the Equity Shares to any
person who is not eligible under applicable laws, rules, regulations, guidelines and approvals to acquire
Equity Shares of our Company. Our Company and the BRLM and their respective directors, officers,
agents, affiliates and representatives accept no responsibility or liability for advising any investor on
whether such an investor is eligible to acquire Equity Shares.

Page 338 of 447

Disclaimer in Respect of Jurisdiction

This Issue is being made in India to persons resident in India including Indian nationals resident in India who
are not minors, HUFs, companies, corporate bodies and societies registered under the applicable laws in India
and authorized to invest in shares, Mutual Funds, Indian financial institutions, commercial banks, regional
rural banks, co-operative banks (subject to RBI permission), or trusts under applicable trust law and who are
authorized under their constitution to hold and invest in shares, public financial institutions as specified in
Section 2(72) of the Companies Act, VCFs, state industrial development corporations, insurance companies
registered with Insurance Regulatory and Development Authority, provident funds (subject to applicable law)
with minimum corpus of Rs. 2,500 Lakh, pension funds with minimum corpus of Rs.2,500 Lakh and the
National Investment Fund, and permitted non-residents including FPIs, Eligible NRIs, multilateral and
bilateral development financial institutions, FVCIs and eligible foreign investors, provided that they are
eligible under all applicable laws and regulations to hold Equity Shares of the Company. The Draft Red Herring
Prospectus does not, however, constitute an invitation to purchase shares offered hereby in any jurisdiction
other than India to any person to whom it is unlawful to make an offer or invitation in such jurisdiction. Any
person into whose possession this Draft Red Herring Prospectus comes is required to inform him or herself
about, and to observe, any such restrictions. Any dispute arising out of this Issue will be subject to the
jurisdiction of appropriate court(s)in Delhi only.

No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be
required for that purpose, except that the Draft Red Herring Prospectus had been filed with NSE Emerge for
its observations and NSE Emerge gave its observations on the same. Accordingly, the Equity Shares
represented hereby may not be offered or sold, directly or indirectly, and this Draft Red Herring Prospectus
may not be distributed, in any jurisdiction, except in accordance with the legal requirements applicable in such
jurisdiction. Neither the delivery of this Draft Red Herring Prospectus nor any sale hereunder shall, under any
circumstances, create any implication that there has been no change in the affairs of our Company since the
date hereof or that the information contained herein is correct as of any time subsequent to this date.

The Equity Shares have not been, and will not be, registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and applications may not be made by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction. Further, each Applicant
where required agrees that such Applicant will not sell or transfer any Equity Shares or create any economic
interest therein, including any off-shore derivative instruments, such as participatory notes, issued against the
Equity Shares or any similar security, other than pursuant to an exemption from, or in a transaction not subject
to, the registration requirements of the U.S Securities Act and in compliance with applicable laws, legislations
and Draft Red Herring Prospectus in each jurisdiction, including India.

Disclaimer Clause of the Emerge Platform of NSE

NSE Limited (NSE) has given vide its letter dated [●] permission to this Company to use its name in this
offer document as one of the stock exchange on which this company’s securities are proposed to be listed on
the Emerge Platform. NSE has scrutinized this offer document for its limited internal purpose of deciding on
the matter of granting the aforesaid permission to this Company. NSE Limited does not in any manner:-

i. warrant, certify or endorse the correctness or completeness of any of the contents of this offer
document; or

Page 339 of 447

 ii. warrant that this Company’s securities will be listed on completion of Initial Public Offer or will
continue to be listed on NSE; or

iii. take any responsibility for the financial or other soundness of this Company, its promoter, its
management or any scheme or project of this Company;

iv. warrant, certify or endorse the validity, correctness or reasonableness of the price at which the equity
shares are offered by the Company and investors are informed to take the decision to invest in the
equity shares of the Company only after making their own independent enquiries, investigation and
analysis. The price at which the equity shares are offered by the Company is determined by the
Company in consultation with the Merchant Banker (s) to the issue and the Exchange has no role to
play in the same and it should not for any reason be deemed or construed that the contents of this
offer document have been cleared or approved by NSE. Every person who desires to apply for or
otherwise acquire any securities of this Company may do so pursuant to independent inquiry,
investigation and analysis and shall not have any claim against NSE, whatsoever by reason of any
loss which may be suffered by such person consequent to or in connection with such
subscription/acquisition whether by reason of anything stated or omitted to be stated herein or for
any other reason whatsoever.

v. NSE does not in any manner be liable for any direct, indirect, consequential or other losses or
damages including loss of profits incurred by any investor or any third party that may arise from
any reliance on this offer document or for the reliability, accuracy, completeness, truthfulness or
timeliness thereof.

vi. The Company has chosen the Emerge platform on its own initiative and at its own risk, and is
responsible forcomplying with all local laws, rules, regulations, and other statutory or regulatory
requirements stipulated by NSE / other regulatory authority. Any use of the Emerge platform and the
related services are subject to Indian Laws and Courts exclusively situated in Mumbai.

DISCLAIMER CLAUSE UNDER RULE 144A OF U.S. SECURITIES ACT.

The Equity Shares have not been and will not be registered under the U.S Securities Act of 1933, as amended
(U.S. Securities Act) or any state securities laws in the United States and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S Persons (as defined in Regulation S), except pursuant
to exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities laws.
Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transaction
in reliance on Regulation S under the U.S Securities Act and the applicable laws of the jurisdiction where those
offers and sale occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and application may not be made by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

TRACK RECORD OF THE PAST ISSUES HANDLED BY THE BOOK RUNNING LEAD
MANAGER

For details regarding the price information and the track record of the past Issues handled by the BRLM to the
Issue as specified in Circular reference no. CIR/CFD/DIL/7/2015 dated October 30, 2015, issued by the SEBI,

Page 340 of 447

 please refer to Annexure A to the Draft Red Herring Prospectus and the website of the BRLM at
[Link]

PRICE INFORMATION AND THE TRACK RECORD OF THE PAST ISSUES HANDLED BY THE
BOOK RUNNING LEAD MANAGER

ANNEXURE-A

Disclosure of Price Information of Past Issues Handled by Book Running Lead Manager

NARNOLIA FINANCIAL SERVICES LIMITED:

TABLE 1

S. Issuer Name Issue Issue Listing Openi +/-% change +/-% +/-%
No. Size Price Date ng in closing change in change in
(Rs. in (Rs.) Price price, [+/-% closing closing
Cr.) on change in price, [+/-% price, [+/-%
Listing closing change in change in
Date benchmark] closing closing
- benchmark] benchmark]
30th - -
calendar 90th 180th
days from calendar calendar
listing days from days from
listing listing
Initial Public Offering - Main Board
N.A.
Initial Public Offering – SME Exchange
1 Z-Tech (India) 37.30 110 June 05, 100.00 185.90% 254.60% 298.95%
Limited 2024 7.53% 11.76% 7.32%
2 Aesthetik Engineers 26.47 58 August 16, 110.20 (31.13%) (30.76%) (40.11%)
Limited 2024 3.43% (4.11%) (6.10%)
3 Share Samadhan 24.06 74 September 73.05 (20.30%) (17.92%) (1.44%)
Limited 16, 2024 (1.62%) (2.42%) (11.77%)
4 Divyadhan Recycling 24.17 64 October 04, 84.00 0.00% (14.23%) (50.54%)
Industries Limited 2024 (2.84%) (3.30%) (6.73%)
5 Pranik Logistics 22.47 77 October 17, 79.00 0.06% 15.57% (4.92%)
Limited 2024 (4.92%) (6.36%) (5.74%)
6 Usha Financial 98.44 168 October 31, 164.00 (28.63%) (39.12%) (56.59%)
Services Limited 2024 (0.31%) (4.31%) (0.54%)
7 Sat Kartar Shopping 33.80 81 January 17, 153.90 23.46% (9.42%) N.A.
Limited 2025
(0.12%) 2.79%
8 Mayasheel Ventures 27.28 47.00 July 27, 58.00
N.A. N.A. N.A.
Limited 2025
9 Ace Alpha Tech 32.22 69 July 03, 81.00
N.A. N.A. N.A.
Limited 2025
10 Adcounty Media 50.69 85 July 04, 130.00
N.A. N.A. N.A.
India Limited 2025
Note: The above data is of latest 10 issues managed by the Merchant Banker.

Page 341 of 447

 TABLE 2
Summary Statement of Disclosure

Financial Total Total No. of IPOs trading No. of IPOs trading No. of IPOs trading No. of IPOs trading
Year No. of Amount at discount-30th at premium-30th at discount-180th at premium-180th
IPOs of Funds calendar days from calendar days from calendar days from calendar days from
raised. listing listing listing listing
(Rs. Cr.) Over Between Less Over Between Less Over Between Less Over Between Less
50% 25-50% than 50% 25-50% than 50% 25-50% than 50% 25-50% than
25% 25% 25% 25%
2023-24 8 304.92 - - 3 3 1 1 1 - 2 3 1 1
2024-25 8 280.96 - 2 1 1 - 3 - 1 2 1 - -
2025-26 3 110.19 - - - - - - - - - - - -
Note: Listing date is considered for calculation of total number of IPO’s in the respective financial year.

LISTING

Application will be made to the NSE Limited for obtaining permission to deal in and for an official quotation
of our Equity Shares. NSE Limited is the Designated Stock Exchange, with which the Basis of Allotment will
be finalized.

The Emerge Platform of NSE Limited has given its in-principle approval for using its name in our Offer
documents vide its letter no. [●] dated [●].

If the permissions to deal in and for an official quotation of our Equity Shares are not granted by the Emerge
Platform of NSE Limited, our Company will forthwith repay, without interest, all moneys received from the
Applicant in pursuance of the Draft Red Herring Prospectus. If such money is not repaid within 8 days after
our Company becomes liable to repay it (i.e. from the date of refusal or within 15 working days from the Offer
Closing Date), then our Company and every Director of our Company who is an officer in default shall, on
and from such expiry of 8 days, be liable to repay the money, with interest at the rate of 15 per cent per annum
on application money, as prescribed under section 40 of the Companies Act, 2013.

Our Company shall ensure that all steps for the completion of the necessary formalities for listing and
commencement of trading at the Emerge Platform of NSE Limited mentioned above are taken within three
Working Days from the Offer Closing Date.

Impersonation

Attention of the Applicants is specifically drawn to the provisions of Section 38 of the Companies Act, 2013
which is reproduced below:

“Any person who:

(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing
for, its securities; or
(b) makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him,
or to any other person in a fictitious name, shall be liable for action under section 447.

Page 342 of 447

The Equity Shares have not been and will not be registered under the U.S Securities Act of 1933, as amended
(U.S. Securities Act) or any state securities laws in the United States and may not be offered or sold within the
United States or to, or for the account or benefit of, U.S Persons (as defined in Regulation S), except pursuant
to exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities laws.
Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transaction
in reliance on Regulation S under the U.S Securities Act and the applicable laws of the jurisdiction where those
offers and sale occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and application may not be made by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

CONSENTS

Consents in writing of:(a) the Directors, Statutory Auditor & Peer Reviewed Auditor, the Company Secretary
& Compliance Officer, Chief Financial Officer, Senior Management Personnel, Banker to the Company and
(b) BRLM, Market Maker, Registrar to the Issue, Underwriter to the Issue, Public Issue Bank / Banker to the
Issue and Refund Banker to the Issue, Legal Advisor to the Issue to act in their respective capacities have
been/or will be obtained (before filing Red Herring prospectus to ROC) and will be filed along with a copy of
the Red Herring Prospectus with the RoC, as required under Section 26 of the Companies Act and such
consents shall not be withdrawn up to the time of delivery of the Red Herring Prospectus for registration with
the ROC.

Our Auditors have given their written consent to the inclusion of their report in the form and context in which
it appears in the Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus and such consent and
report is not withdrawn up to the time of delivery of this Draft Red Herring Prospectus/ Red Herring
Prospectus/ Prospectus with NSE.

EXPERT OPINION

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

Our Company has received written consent from the Statutory Auditor & Peer Reviewed Auditor namely, M/s
NKSC & Co., Chartered Accountants, to include their name in respect of the reports on the Restated Financial
Statements dated April 29, 2025 and the Statement of Special Tax Benefits dated July 09, 2025 issued by them
and included in this Prospectus, as required under section 26(1)(a)(v) of the Companies Act, 2013 in this Draft
Red Herring Prospectus and as “Expert” as defined under section 2(38) of the Companies Act, 2013 and such
consent has not been withdrawn as on the date of this Draft Red Herring Prospectus.

We have also obtained an industry report titled “Report on Recycling Industry,” dated June 03, 2025 from Dun
& Bradstreet Information Services India Private Limited, with their consent dated June 26, 2025, to include
their name in the Draft Red Herring Prospectus.

Further, M/s Corporate Professionals Advisors and Advocates has given his legal due diligence report, as
included in this Draft Red Herring Prospectus, in relation to the Outstanding Litigations and Material
Developments dated July 14, 2025.

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Additionally, a Secretarial Due Diligence Report dated July 11, 2025 from M/s Shubham Sinha & Associates,
Company Secretaries, Practicing Company Secretaries having COP number 26884, confirming the secretarial
compliances status is also included in this Draft Red Herring Prospectus.

Aforementioned consents have not been withdrawn as on the date of this Draft Red Herring Prospectus.
However, the term - expert shall not be construed to mean an - expert as defined under the U.S. Securities Act.
All the intermediaries including Merchant Banker has relied upon the appropriacy and authenticity of the same.

PREVIOUS RIGHTS AND PUBLIC ISSUES SINCE INCORPORATION

We have not made any previous rights and/or public issues since incorporation and are an Unlisted Issuer in
terms of the SEBI (ICDR) Regulations and this Issue is an Initial Public Offering in terms of the SEBI (ICDR
Regulations.

PREVIOUS ISSUES OF SHARES OTHERWISE THAN FOR CASH

Other than as detailed under chapter titled “Capital Structure” beginning on page 84 of the Draft Red Herring
Prospectus, our Company has not issued any Equity Shares for consideration otherwise than for cash.

COMMISSION AND BROKERAGE ON PREVIOUS ISSUES

Since this is the IPO of the Equity Shares by our Company, no sum has been paid or has been payable as
commission or brokerage for subscribing to or procuring or agreeing to procure subscription for any of our
Equity Shares in the five years preceding the date of this Draft Red Herring Prospectus.

PREVIOUS CAPITAL ISSUE DURING THE PREVIOUS THREE YEARS BY LISTED

SUBSIDIARIES, GROUP COMPANIES AND ASSOCIATES OF OUR COMPANY

None of our Group Companies and Associates are listed and have undertaken any public or rights issue in the
three (3) years preceding the date of this Draft Red Herring Prospectus. Further, as on the date of this Draft
Red Herring Prospectus our company has no Listed Subsidiary.

PERFORMANCE VIS-À-VIS OBJECTS – PUBLIC/RIGHTS ISSUE OF THE LISTED

SUBSIDIARIES OF OUR COMPANY

Our Company is an “Unlisted Issuer” in terms of the SEBI (ICDR) Regulations and this Offer is an “Initial
Public Offering” in terms of the SEBI (ICDR) Regulations. Therefore, data regarding performance vis-à-vis
objects is not applicable to us. Further, as on date of this Draft Red Herring Prospectus our Company has no
listed corporate promoters and no listed subsidiary company.

OUTSTANDING DEBENTURES, BONDS, REDEEMABLE PREFERENCE SHARES AND OTHER

INSTRUMENTS ISSUED BY OUR COMPANY

As on the date of the Draft Red Herring Prospectus, our Company has no outstanding debentures, bonds or
redeemable preference shares.

OPTION TO SUBSCRIBE

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Equity Shares being offered through this Draft Red Herring Prospectus can be applied for in dematerialized
form only.

STOCK MARKET DATA FOR OUR EQUITY SHARES

Our Company is an Unlisted Issuer in terms of the SEBI (ICDR) Regulations, and this Offer is an Initial
Public Offering in terms of the SEBI (ICDR) Regulations. Thus, there is no stock market data available for the
Equity Shares of our Company.

MECHANISM FOR REDRESSAL OF INVESTOR GRIEVANCES

The Memorandum of Understanding between the Registrar and us will provide for retention of records with
the Registrar for a period of at least one year from the last date of dispatch of the letters of allotment, demat
credit and refund orders to enable the investors to approach the Registrar to this Issue for redressal of their
grievances.

All grievances relating to this Offer may be addressed to the Registrar with a copy to the Company Secretary
and Compliance Officer, giving full details such as the name, address of the applicant, number of Equity Shares
applied for, amount paid on application and the bank branch or collection center where the application was
submitted.

All grievances relating to the ASBA process may be addressed to the SCSB, giving full details such as name,
address of the applicant, number of Equity Shares applied for, amount paid on application and the Designated
Branch or the collection centre of the SCSB where the Bid-cum-Application Form was submitted by the ASBA
Applicant.

Further, none of our subsidiary companies or Group Companies are listed on any stock exchange, so disclosure
regarding mechanism for redressal of investor grievances for our subsidiary companies are not applicable.

DISPOSAL OF INVESTOR GRIEVANCES BY OUR COMPANY

Our Company or the Registrar to the Offer or the SCSB in case of ASBA Applicant shall redress routine
investor grievances. We estimate that the average time required by us or the Registrar to this Offer for the
redressal of routine investor grievances will be 12 Working Days from the date of receipt of the complaint. In
case of non-routine complaints and complaints where external agencies are involved, we will seek to redress
these complaints as expeditiously as possible.

Our Company has appointed Ms. Richa Anand as the Company Secretary and Compliance Officer and may
be contacted at the following address:

Exim Routes Limited

Unit No 421, 4th Floor, Suncity Success Tower, Golf Course Extension Road, Sector 65, Gurugram, Haryana
122101, India.
Phone No.: +91 9560271761; Fax: N.A.
E-mail: [Link]@[Link]
Website: [Link]

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Investors can contact the Company Secretary and Compliance Officer or the Registrar in case of any pre-offer
or post-offer related problems such as non-receipt of letters of allocation, credit of allotted Equity Shares in
the respective beneficiary account or refund orders, etc.

This space has been left blank intentionally.

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 SECTION VIII – ISSUE INFORMATION

TERMS OF THE ISSUE

The Equity Shares being issued pursuant to this issue shall be subject to the provision of the Companies Act,
SEBI (ICDR) Regulations, 2018, SCRA, SCRR, Memorandum and Articles, the terms of this Draft Red-
Herring Prospectus, Red Herring Prospectus, Prospectus, Abridged Prospectus, Application Form, the
Revision Form, the Confirmation of Allocation Note (CAN) and other terms and conditions as may be
incorporated in the Allotment advices and other documents/ certificates that may be executed in respect of the
Issue. The Equity Shares shall also be subject to laws, guidelines, rules, notifications and regulations relating
to the issue of capital and listing of securities issued from time to time by SEBI, the Government of India,
NSE, ROC, RBI and / or other authorities, as in force on the date of the Issue and to the extent applicable.

Please note that, in accordance with the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November
10, 2015, and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors
(Except Anchor investors) applying in a public issue shall use only Application Supported by Blocked Amount
(ASBA) facility for making payment. Further, further in terms of SEBI through its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, and as modified though its circular
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76
dated June 28, 2019, circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, in relation to clarifications on streamlining
the process of public issue of equity shares and convertibles it has proposed to introduce an alternate payment
mechanism using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a
phased manner. Currently, for application by RIIs through Designated Intermediaries, the existing process of
physical movement of forms from Designated Intermediaries to SCSBs for blocking of funds is discontinued
and RIIs submitting their Application Forms through Designated Intermediaries (other than SCSBs) can only
use the UPI mechanism with existing timeline of T+3 days. Further SEBI through its circular no
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 has decided to continue with the Phase II of the
UPI ASBA till further notice.

The SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 09, 2013, has introduced
reduction of timeline for listing of shares in public issue from existing T+6 days to T+3 days. This circular
shall be applicable on voluntary basis for public issues opening on or after September 1, 2023, and Mandatory
for public issues opening on or after December 1, 2023.

Further vide the said circular Registrar to the Issue and Depository Participants have been also authorised to
collect the Application forms. Investors may visit the official website of the concerned stock exchange for any
information on operationalization of this facility of form collection by Registrar to the Issue and DPs as and
when the same is made available.

The Offer

The Offer consists of a Fresh Issue by our Company. Expenses for the Offer shall be Borne by our Company
in the manner specified in “Objects of the Issue” on page 107 of this Draft Red Herring Prospectus.

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Ranking of Equity Shares

The Equity Shares being Offered/Alloted in the Issue shall be subject to the provisions of the Companies Act,
2013 and the Memorandum & Articles of Association, SEBI ICDR Regulations and shall rank pari-passu with
the existing Equity Shares of our Company including rights in respect of dividend. The Allottees upon receipt
of Allotment of Equity Shares under this issue will be entitled to dividends, Voting Power and other corporate
benefits, if any, declared by our Company after the date of allotment in accordance with Companies Act, 2013
and the Articles of Association of the Company.

Authority for the Issue

This Issue has been authorized by a resolution of the Board passed at their meeting held on May 19, 2025,
subject to the approval of shareholders through a special resolution to be passed pursuant to section 62 (1) (c)
of the Companies Act, 2013.

The shareholders have authorized the Issue by a special resolution in accordance with Section 62(1)(c) of the
Companies Act, 2013 passed at the Extra Ordinary General Meeting of the Company held on May 23, 2025.

Mode of Payment of Dividend

The declaration and payment of dividend will be as per the provisions of Companies Act, 2013 and
recommended by the Board of Directors at their discretion and approved by the shareholders and will depend
on a number of factors, including but not limited to earnings, capital requirements and overall financial
condition of our Company. We shall pay dividends in cash and as per provisions of the Companies Act, 2013.
Dividends, if any, declared by our Company after the date of Allotment will be payable to the transferee who
have been Allotted Equity Shares in the Offer, for the entire year, in accordance with applicable laws. For
further details, please refer to the chapter titled Dividend Policy beginning on pages 291 of this Draft Red
Herring Prospectus.

Face Value and Issue Price

The face value of each Equity Share is Rs. 5/- and the Offer Price at the lower end of the Price Band is Rs. [●]
/- per Equity Share and at the higher end of the Price Band is Rs. [●]/- per Equity Share. The Anchor Investor
Offer Price is Rs. [●]/- per Equity Share.

The Price Band and the Bid Lot will be decided by our Company, in consultation with the BRLM, and
published by our Company in [●] edition of [●] (a widely circulated English national daily newspaper) and [●]
edition of [●] (a widely circulated Hindi national daily newspaper and regional language newspaper, where
our Registered Office is located) at least two Working Days prior to the Bid/Offer Opening Date, and shall be
made available to the Stock Exchange for the purpose of uploading the same on their website. The Price Band,
along with the relevant financial ratios calculated at the Floor Price and at the Cap Price shall be pre-filled in
the Bid-cum-Application Forms available at the website of the Stock Exchange. The Offer Price shall be
determined by our Company, in consultation with the BRLM, after the Bid/Offer Closing Date, on the basis
of assessment of market demand for the Equity Shares offered by way of the Book Building Process.

At any given point of time there shall be only one denomination of the Equity Shares of our Company, subject
to applicable laws.

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Compliance with the disclosure and accounting norms

Our Company shall comply with all the applicable disclosure and accounting norms as specified by SEBI
from time to time.

Rights of the Equity Shareholder

Subject to applicable laws, rules, regulations and guidelines and the Articles of Association, our Shareholders
shall have the following rights:

• Right to receive dividend, if declared;

• Right to attend general meetings and exercise voting powers, unless prohibited by law;
• Right to vote on a poll either in person or by proxy or e-voting, in accordance with the provisions of
the Companies Act;
• Right to receive annual reports and notices to members;
• 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 and regulations; and the Articles of Association
ofour Company; and
• Such other rights, as may be available to a shareholder of a listed public company under the Companies
Act and the Memorandum and Articles of Association of the Company.

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 Articles of Association” on page 399 of this Draft Red Herring Prospectus.

Allotment only in Dematerialized form

Pursuant to Section 29 of the Companies Act, the Equity Shares shall be Allotted only in dematerialized form.
As per SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialized form. In this
context, two agreements have been signed by our Company with the respective Depositories and the Registrar
to the Issue before filing this Draft Red Herring Prospectus:

1. The Company has entered into an agreement dated September 20, 2024, with the with the Central
Depository Services (India) Limited (CDSL), and the Registrar and Transfer Agent, who, in this case, is
Maashitla Securities Private Limited for the dematerialization of its shares.

2. The Company has entered into an agreement dated August 27, 2024, with the National Securities
Depository Limited (NSDL) and the Registrar and Transfer Agent, who, in this case, is Maashitla
Securities Private Limited for the dematerialization of its shares.

As per the provisions of the Depositories Act, 1996 & regulations made there under and Section 29 (1) of the
Companies Act, 2013, the equity shares of a body corporate shall be in dematerialized form i.e. not in the form
of physical certificates, but be fungible and be represented by the statement issued through electronic mode.
The trading of the Equity Shares will happen in the minimum contract size of [●] Equity Shares and the same
may be modified by the NSE Limited from time to time by giving prior notice to investors at large. Allocation
and allotment of Equity Shares through this Issue will be done in multiples of [●] Equity Shares subject to a
minimum allotment of [●] Equity Shares to the successful Applicants in terms of the SEBI circular No.

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CIR/MRD/DSA/06/2012 dated February 21, 2012.

Minimum Application value, Market Lot and Trading Lot

In accordance with Regulation 267 (2) of the SEBI ICDR Regulations and Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, our Company shall
ensure that the minimum application size shall not be less than two lots. Provided that the minimum application
size shall be above ₹2 lakhs.

The trading of the Equity Shares will happen in the minimum contract size of [●] Equity Shares and the same
may be modified by the EMERGE Platform of NSE from time to time by giving prior notice to investors at
large. For further details, see “Issue Procedure” on page 357 of this Draft Red Herring Prospectus.

Minimum Number of Allottees

Further in accordance with Regulation 268(1) of SEBI ICDR Regulations and Securities and Exchange Board
of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, the minimum
number of allottees in this Issue shall be 200 shareholders. In case the minimum number of prospective allottees
is less than 200, no allotment will be made pursuant to this Issue and all the monies blocked by SCSBs shall
be unblocked within two (2) working days of closure of Issue.

Joint Holders

Where 2 (two) or more persons are registered as the holders of any Equity Shares, they will be deemed to hold
such Equity Shares as joint holders with benefits of survivorship.

Jurisdiction

Exclusive Jurisdiction for the purpose of this Issue is with the competent courts/authorities in India.

The Equity Share have not been and will not be registered under the U.S. Securities Act or any state securities
laws in the United States and may not be issued or sold within the United States or to, or for the account or
benefit of, U.S. persons (as defined in Regulation S), except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the U.S. Securities Act and applicable U.S. state securities laws.
Accordingly, the Equity Shares are being issued and sold only outside the United States in off- shore
transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdiction
where those issues and sales occur.

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be issued or sold, and applications may not be made by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Nomination Facility to the Investor

In accordance with Section 72 of the Companies Act, 2013, read with Companies (Share Capital and
Debentures) Rules, 2014, the sole Applicant, or the first Applicant along with other joint Applicants, may
nominate any one person in whom, in the event of the death of sole Applicant or in case of joint Applicants,
death of all the Applicants, as the case may be, the Equity Shares Allotted, if any, shall vest. A person, being

Page 350 of 447

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 titled to make a fresh nomination in the manner prescribed. Fresh nomination can be made
only on the prescribed form available on request at our Registered Office or 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 shall
upon production of such evidence, as may be required by the Board, elect either:

1. to register himself or herself as the holder of the equity shares; or

2. to make such transfer of the equity shares, as the deceased holder could have made.

Further, the Board may at any time give notice requiring any nominee to choose either to be registered himself
or herself or to transfer the equity shares, and if the notice is not complied with within a period of ninety (90)
days, the Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect
of the equity shares, until the requirements of the notice have been complied with.

Since the Allotment of Equity Shares in the Issue will be made only in dematerialized form, there is no need
to make a separate nomination with our Company. Nominations registered with respective depository
participant of the applicant would prevail. If the Applicants require changing of their nomination, they are
requested to inform their respective depository participant.

Restrictions, if any on Transfer and Transmission of Equity Shares

Except for the lock-in of the pre-Issue capital of our Company, Promoters ‘minimum contribution as provided
in “Capital Structure” on page 84 of this Draft Red Herring Prospectus and except as provided in the Articles
of Association there are no restrictions on transfer of Equity Shares. Further, there are no restrictions on the
transmission of shares/debentures and on their consolidation/splitting, except as provided in the Articles of
Association. For details, please refer “Main Provisions of Articles of Association” on page 399 of this Draft
Red Herring Prospectus.

The above information is given for the benefit of the Applicants. The Applicants are advised to make their
own enquiries about the limits applicable to them. Our Company and the BRLM do not accept any
responsibility for the completeness and accuracy of the information stated herein above. Our Company and
the BRLM are not liable to inform the investors of any amendments or modifications or changes in applicable
laws or regulations, which may occur after the date of the Draft Red Herring Prospectus. Applicants are advised
to make their independent investigations and ensure that the number of Equity Shares Applied for do not
exceed the applicable limits under laws or regulations.

Arrangements for Disposal of Odd Lots

The trading of the Equity Shares will happen in the minimum contract size of [●] shares in terms of the SEBI
Circular No. CIR/MRD/DSA/06/2012 dated February 21, 2012. However, in terms of Regulation 261(5) of
the SEBI ICDR Regulations, the Market Maker shall buy the entire shareholding of a shareholder in one lot,
where value of such shareholding is less than the minimum contract size allowed for trading on the EMERGE

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platform of NSE.

New Financial Instruments

There are no new financial instruments such as deep discounted bonds, debenture, warrants, secured premium
notes, etc. issued by our Company. Application by eligible NRIs, FPIs Registered with SEBI, VCFs, AIFs
registered with SEBI and QFIs. It is to be understood that there is no reservation for Eligible NRIs or FPIs or
QFIs or VCFs or AIFs registered with SEBI. Such Eligible NRIs, QFIs, FPIs, VCFs or AIFs registered with
SEBI will be treated on the same basis with other categories for the purpose of Allocation.

Withdrawal of the Issue

Our Company in consultation with the BRLM, reserve the right to not to proceed with the Issue after the 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 (2) working days of the Issue
Closing Date or such other time as may be prescribed by SEBI, providing reasons for not proceeding with the
Issue. The BRLM through, the Registrar to the Issue, shall notify the SCSBs to unblock the bank accounts of
the ASBA applicant within one (1) Working Day from the date of receipt of such notification. Our Company
shall also inform the same to the Stock Exchanges on which Equity Shares are proposed to be listed.

Notwithstanding the foregoing, this Issue is also subject to obtaining the final listing and trading approvals of
the Stock Exchange, which our Company shall apply for after Allotment. If our Company withdraws the Issue
after the Issue Closing Date and thereafter determines that it will proceed with an issue/issue for sale of the
Equity Shares, our Company shall file a fresh Draft Red Herring Prospectus with Stock Exchange.

Minimum Subscription

This Offer is not restricted to any minimum subscription level. This Offer is 100% underwritten. If the Issuer
does not receive the subscription of 100% of the Issue through this offer document including devolvement of
Underwriter within sixty days from the date of closure of the Offer, the Issuer shall forthwith refund the entire
subscription amount received within the time limit as prescribed under the SEBI (ICDR) Regulations and
Companies Act, 2013.

In terms of Regulation 272(2) of SEBI ICDR Regulations, in case the issuer fails to obtain listing or trading
permission from the stock exchanges where the specified securities were to be listed, it shall refund through
verifiable means the entire monies received within two (2) days of receipt of intimation from stock exchanges
rejecting the application for listing of specified securities, and if any such money is not repaid within two (2)
days after the issuer becomes liable to repay it the issuer and every director of the company who is an officer
in default shall, on and from the expiry of the fourth day, be jointly and severally liable to repay that money
with interest at the rate of fifteen per cent. per annum.

In terms of Regulation 260 of the SEBI ICDR Regulations, 2018, the Issue is 100% underwritten. For details
of underwriting arrangement, kindly refer the chapter titled “General Information” on page 74 of this Draft
Red Herring Prospectus.

Further, in accordance with Regulation 267 of the SEBI ICDR Regulations, 2018 and as per Securities and
Exchange Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025,

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the minimum application size in terms of number of specified securities shall be two lots. Provided that the
minimum application size shall be above Rs. 2 lakhs.

Further, in accordance with Regulation 268 of the SEBI (ICDR) Regulations and Securities and Exchange
Board of India (Issue of Capital and Disclosure Requirements) (Amendment) Regulations, 2025, our Company
shall ensure that the number of prospective allottees to whom the Equity Shares will allotted will not be less
than 200 (Two Hundred).

The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and applications may not be made by persons in any
such jurisdiction, except in compliance with the applicable laws of such jurisdiction.

Period of Subscription List of the Public Issue

Event Indicative Date

Offer Opening Date [●]
Offer Closing Date [●]
Finalization of Basis of Allotment with the Designated Stock Exchange On or before [●]
Initiation of Allotment/ Refunds/ Unblocking of Funds from ASBA Account On or before [●]
or UPI ID linked bank account*
Credit of Equity Shares to Demat Accounts of Allottees On or before [●]
Commencement of trading of the Equity Shares on the Stock Exchange On or before [●]

Note: Our Company in consultation with the Book Running Lead Manager, may consider participation by
Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Offer Period shall
be one Working Day prior to the Bid/Offer Opening Date in accordance with the SEBI ICDR Regulations.

The above timetable is indicative and does not constitute any obligation on our Company and 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 Exchange are taken within 3 Working
Days of the Issue Closing Date, the timetable may change due to various factors, such as extension of the Issue
by our Company or any delays in receiving the final listing and trading approval from the Stock Exchange.
The Commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchange
and in accordance with the applicable laws.

*In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the
UPI Mechanism) exceeding four Working Days from the Bid/Offer Closing Date for cancelled / withdrawn /
deleted ASBA Forms, the Bidder shall be compensated in accordance with applicable law by the intermediary
responsible for causing such delay in unblocking, for which period shall start from the day following the receipt
of a complaint from the Bidder. The BRLM shall, in their sole discretion, identify and fix the liability on such
intermediary or entity responsible for such delay in unblocking. The Bidder shall be compensated in the
manner specified in the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021 and
SEBI circular no SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to
SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular No:
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 shall be deemed to be incorporated in the deemed
agreement of the Bank with the SCSBs to the extent applicable, in case of delays in resolving investor

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 grievances in relation to blocking/unblocking of funds, which for the avoidance of doubt, shall be deemed to
be incorporated in the deemed agreement of our Company with the SCSBs, to the extent applicable.

The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with SEBI circular
no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular No:
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022.

Bids and any revisions to the same will be accepted only between 10.00 a.m. to 5.00 p.m. (Indian Standard
Time)
during the Issue Period at the Bidding Centers mentioned in the Bid cum Application Form.

Standardization of cut-off time for uploading of bids on the Bid/Issue closing date:

i. A standard cut-off time of 3.00 p.m. for acceptance of bids.

ii. A standard cut-off time of 4.00 p.m. for uploading of bids received from other than individual investors
who applies for minimum application size.
iii. A standard cut-off time of 5.00 p.m. for uploading of bids received from only individual investors who
applies for minimum application size, which may be extended up to such time as deemed fit by National
Stock Exchange of India Limited after taking into account the total number of bids received up to the closure
of timings and reported by BRLM to National Stock Exchange of India Limited within half an hour of such
closure.

It is clarified that Bids not uploaded in the book, would be rejected. In case of discrepancy in the data entered
in the electronic book vis-à-vis the data contained in the physical Bid form, for a particular bidder, the details
as per physical bid cum application form of that Bidder may be taken as the final data for the purpose of
allotment. Bids will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holiday).

Migration to Main Board

As per the provisions of the Chapter IX of the SEBI ICDR Regulations, our Company may migrate to the main
board of National Stock Exchange of India Limited from the NSE EMERGE if we fulfil following mentioned
criteria as per SEBI (ICDR) Regulation and as per NSE Circular dated April 24, 2025.

A. As per NSE guidelines:

Parameter Migration policy from NSE Emerge Platform to NSE Main Board

• Paid-up equity capital is not less than INR 10 crores

Paid up Capital & Market and
Capitalisation • Average capitalisation shall not be less than INR 100 crores.

For this purpose, capitalisation will be the product of the price (average of the
weekly high and low of the closing prices of the related shares quoted on the

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 stock exchange for 3 months preceding the application date) and the post issue
number of equity shares

Revenue from Operation & • The revenue from operations should be greater than INR 100 Cr in the last
EBIDTA financial year.
and
• Should have positive operating profit from operations for at least 2 out 3
financial years.
Listing period Should have been listed on SME platform of the Exchange for at least 3 years.
Public Shareholders The total number of public shareholders should be at least 500 on the date of
application.
Promoter & Promoter and Promoter Group shall be holding at least 20% of the Company at
Promoter Group Holding the time of making application.

Further, as on date of application for migration the holding of Promoter’s should

not be less than 50% of shares held by them on the date of listing.
Other Listing Conditions
• No proceedings have been admitted under Insolvency and Bankruptcy Code
against Applicant company and promoting company.
• The company has not received any winding up petition admitted by
NCLT/IBC.
• The net worth of the company should be at least 75 crores.
• No Material regulatory action in the past 3 years like suspension of trading
against the applicant Company and Promoter by any Exchange.
• No debarment of Company/Promoter, subsidiary Company by SEBI.
• No Disqualification/Debarment of director of the Company by any
regulatory authority.
The applicant company has no pending investor complaints in SCORES.
• Cooling period of two months from the date the security has come out of the
trade-to-trade category or any other surveillance action, by other exchanges
where the security has been actively listed.
• No Default in respect of payment of interest and /or principal to the
debenture/bond/fixed deposit holders by the applicant, promoter/ Subsidiary
Company.

B. As per ICDR guidelines:

If the Paid up Capital of our Company is likely to increase above ₹2,500 lakhs by virtue of any further issue
of capital by way of rights issue, preferential issue, bonus issue etc. (which has been approved by a special
resolution through postal ballot wherein the votes cast by the shareholders other than the Promoters in favour
of the proposal amount to at least two times the number of votes cast by shareholders other than promoter
shareholders against the proposal and for which the company has obtained in-principal approval from the Main
Board), our Company shall apply to National Stock Exchange of India Limited for listing of its shares on its
Main Board subject to the fulfilment of the eligibility criteria for listing of specified securities laid down by
the Main Board.

OR

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If the Paid up Capital of our company is more than ₹1,000 lakhs but below ₹2,500 lakhs, our Company may
still apply for migration to the Main Board and if the Company fulfils the eligible criteria for listing laid by the
Main Board and if the same has been approved by a special resolution through postal ballot wherein the votes
cast by the shareholders other than the Promoter in favour of the proposal amount to at least two times the
number of votes cast by shareholders other than promoter shareholders against the proposal.

Any company desiring to migrate to the Main board from the Emerge Platform within three years of listing on
Emerge platform of National Stock Exchange of India Limited has to fulfil following conditions:

i. The increase in post issue face value capital beyond ₹ 25 crore should arise only because of
merger/acquisition or for expansion purposes.
ii. The company should have a minimum turnover of ₹ 100 crore as per last audited financials and market
capitalization of ₹ 100 crore.
iii. The company should have a minimum profit before tax of ₹ 10 crore for two years out of three
preceding years.
iv. There should not be any action against the company by any regulatory agency at the time of
application for migration.

For detailed criteria please refer to [Link]

Market Making

The shares issued and transferred through this Offer are proposed to be listed on the Emerge Platform of NSE
Limited with compulsory market making through the registered Market Maker of the Emerge Exchange for a
minimum period of three years or such other time as may be prescribed by the Stock Exchange, from the date
of listing on the Emerge Platform of NSE Limited. For further details of the market making arrangement please
refer to chapter titled “General Information” beginning on page 74 of this Draft Red Herring Prospectus.

Option to receive securities in Dematerialized Form

In accordance with the SEBI ICDR Regulations, Allotment of Equity Shares to successful applicants will only
be in the dematerialized form. Applicants will not have the option of Allotment of the Equity Shares in physical
form. The Equity Shares on Allotment will be traded only on the dematerialized segment of the Stock
Exchange. Allottees shall have the option to re-materialize the Equity Shares, if they so desire, as per the
provisions of the Companies Act and the Depositories Act.

This space has been left blank intentionally.

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 ISSUE PROCEDURE

Please note that the information stated/covered in this section may not be complete and/or accurate and as
such would be subject to modification/change. Our Company and the BRLM would not be liable for any
amendment, modification or change in applicable law, which may occur after the date of this Draft Red
Herring Prospectus. Applicants are advised to make their independent investigations and ensure that their
applications are submitted in accordance with applicable laws and do not exceed the investment limits or
maximum number of Equity Shares that can be held by them under applicable law or as specified in the Draft
Red Herring Prospectus.

All Applicants shall review the “General Information Document for Investing in Public Issues” prepared and
issued in accordance with the circular SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 notified by
SEBI, suitably modified from time to time, if any, and the UPI Circulars (“General Information Document”),
highlighting the key rules, procedures applicable to public issues in general in accordance with the provisions
of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts
(Regulation) Rules, 1957, and the SEBI Regulations. The General Information Document will also be available
on the websites of the Stock Exchange and the BRLM, before opening of the Issue. Please refer to the relevant
provisions of the General Information Document which are applicable to the Issue.

Additionally, all Applicants may refer to the General Information Document for information in relation to (i)
Category of investor eligible to participate in the Offer; (ii) maximum and minimum Bid size; (iii) Allocation
of shares; (iii) Payment Instructions for ASBA Applicants; (iv) Issuance of CAN and Allotment in the Offer;
(v)
General instructions (limited to instructions for completing the Application Form); (vi) Submission of
Application Form; (vii) Other Instructions (limited to joint bids in cases of individual, multiple bids and
instances when an application would be rejected on technical grounds); (viii) applicable provisions of the
Companies Act, 2013 relating to punishment for fictitious applications; (vi) mode of making refunds; and (vii)
interest in case of delay in Allotment or refund.

The 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 01, 2019, the UPI Mechanism for RIBs 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.

Subsequently, for applications by Individual Investors who applies for minimum application size through
Designated Intermediaries, the process of physical movement of forms from Designated Intermediaries to
SCSBs for blocking of funds has been discontinued and only the UPI Mechanism with existing timeline of T+6
days is applicable for a period of three months or launch of five main board public issues, whichever is later
(“UPI Phase II”), with effect from July 1, 2019, by SEBI circular (SEBI/HO/CFD/DIL2/CIR/P/2019/76) dated
June 28, 2019, read with circular (SEBI/HO/CFD/DIL2/CIR/P/2019/85) dated July 26, 2019. Further, as per
the SEBI circular (SEBI/HO/CFD/DCR2/CIR/P/2019/133) dated November 8, 2019, the UPI Phase II had
been extended until March 31, 2020. However, due to the outbreak of COVID-19 pandemic, UPI Phase II has
been further extended by SEBI until further notice, by its circular (SEBI/HO/CFD/DIL2/CIR/P/2020/50) dated
March 30, 2020. Thereafter, the final reduced timeline of T+3 days may be made effective using the UPI
Mechanism for applications by Individual Investors who applies for minimum application size (“UPI Phase
III”), as may be prescribed by SEBI. Accordingly, the Offer has been undertaken under UPI Phase II, till any

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further notice issued by SEBI.

SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI circular
no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021effective to public issues opening on or after
from May 01, 2021. However, said circular has been modified pursuant to SEBI Circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 in which certain applicable procedure w.r.t. SMS
Alerts, Web portal to CUG etc. shall be applicable to Public Issue opening on or after January 1, 2022 and
October 1, 2021 respectively and the provisions of this circular , as amended, are deemed to form part of this
Draft Red Herring Prospectus. Additionally, SEBI vide its circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47
dated March 31, 2021 has reduced the time period for refund of application monies from 15 days to four days.
Furthermore, pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all
UPI Bidders in initial public offerings (opening on or after May 01, 2022) whose application sizes are up to
Rs. 5,00,000/- shall use the UPI Mechanism.

Furthermore, SEBI vide press release bearing number 12/2023 has approved the proposal for reducing the
time period for listing of shares in public issue from existing 6 working days to 3 working days from the date
of the closure of the issue. The revised timeline of T+3 days shall be made applicable in two phases i.e.
voluntary for all public issues opening on or after September 1, 2023, and mandatory on or after December 1,
2023. Further, SEBI has vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023
reduced the time taken for listing of specified securities after the closure of a public issue to three Working
Days. Accordingly, the Issue will be made under UPI Phase III on a mandatory basis, subject to any circulars,
clarification or notification issued by the SEBI from time to time.

REDUCTION OF TIMELINE FOR LISTING OF SHARES IN PUBLIC ISSUE FROM EXISTING T+6
DAYS TO T+3 DAYS

The SEBI vide its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 09, 2023, has introduced
reduction of timeline for listing of shares in public issue from existing t+6 days to t+3 days. This circular shall
be applicable on voluntary basis for public issues opening on or after September 1, 2023 and Mandatory for
public issues opening on or after December 1, 2023.

Consequent to extensive consultation with the market participants and considering the public comments
received pursuant to consultation paper on the aforesaid subject matter, it has been decided to reduce the time
taken for listing of specified securities after the closure of public issue to 3 working days (T+3 days) as against
the requirement of 6 working days (T+6 days); ‘T’ being issue closing date.

The T+3 timeline for listing shall be appropriately disclosed in the Offer Documents of public issues.

Notwithstanding anything contained in Schedule VI of the ICDR Regulations, the provisions of this circular
shall be applicable:

- On voluntary basis for public issues opening on or after September 1, 2023, and
- Mandatory for public issues opening on or after December 1, 2023.

The timelines prescribed for public issues as mentioned in SEBI circulars dated November 1, 2018, June 28,
2019, November 8, 2019, March 30, 2020, March 16, 2021, June 2, 2021, and April 20, 2022, shall stand
modified to the extent stated in this Circular.

Page 358 of 447

SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 read with SEBI circular
no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March 31, 2021effective to public issues opening on or after
from May 01, 2021. However, said circular has been modified pursuant to SEBI Circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 in which certain applicable procedure w.r.t. SMS
Alerts, 322 of 385

Web portal to CUG etc. shall be applicable to Public Issue opening on or after January 1, 2022 and October
1, 2021 respectively and the provisions of this circular, as amended, are deemed to form part of this Draft Red
Herring Prospectus. Additionally, SEBI vide its circular no. SEBI/HO/CFD/DIL1/CIR/P/2021/47 dated March
31, 2021 has reduced the time period for refund of application monies from 15 days to four days. Furthermore,
pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all UPI Bidders in
initial public offerings (opening on or after May 01, 2022) whose application sizes are up to Rs. 5,00,000/-
shall use the UPI Mechanism.

The list of Banks that have been notified by SEBI as Issuer Banks for UPI are provided on
[Link] The list of Stock
Brokers, Depository Participants (DP), Registrar to an Issue and Share Transfer Agent (RTA) that have been
notified by NSE to act as intermediaries for submitting Application Forms are provided on [Link]
. For details on their designated branches for submitting Application Forms, please see the above-mentioned
website of NSE.

ASBA Applicants are required to submit ASBA Applications to the selected branches / offices of the RTAs,
DPs, Designated Bank Branches of SCSBs. The lists of banks that have been notified by SEBI to act as SCSB
(Self Certified Syndicate Banks) for the ASBA Process are provided on [Link] For details on
designated branches of SCSB collecting the Application Form, please refer the above-mentioned SEBI link.
The list of Stock Brokers, Depository Participants (“DP”), Registrar to an Issue and Share Transfer Agent
(“RTA”) that have been notified by NSE to act as intermediaries for submitting Application Forms are
provided on [Link] For details on their designated branches for submitting Application
Forms, please refer the above mentioned NSE website.

Our Company, the Promoter and the BRLM do not accept any responsibility for the completeness and accuracy
of the information stated in this section and General Information Document and are not liable for any
amendment, modification or change in the applicable law which may occur after the date of this Draft Red
Herring Prospectus. Bidders are advised 167 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 the Draft Red
Herring Prospectus.

BOOK BUILT PROCEDURE

The Issue is being made in terms of Rule 19(2)(b) of the SCRR, through the Book Building Process in
accordance with Regulation 253 of the SEBI ICDR Regulations wherein not more than 50.00% of the Issue
shall be allocated on a proportionate basis to QIBs, provided that our Company may, in consultation with the
BRLM, allocate up to 60.00% of the QIB Portion to Anchor Investors on a discretionary basis in accordance
with the SEBI ICDR Regulations. One-third of the Anchor Investor Portion shall be reserved for domestic
Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor
Investor Allocation Price. In the event of under-subscription, or non-allotment in the Anchor Investor Portion,
the balance Equity Shares shall be added to the QIB Portion. Further, 5.00% of the QIB Portion shall be

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available for allocation on a proportionate basis only to Mutual Funds, and spill-over from the remainder of
the QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor
Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. Further,
not less than 15.00% of the Offer shall be available for allocation on a proportionate basis to Non-Institutional
Bidders and not less than 35.00% of the Offer shall be available for allocation to Individual investors who
applies for minimum application size in accordance with the SEBI ICDR Regulations, subject to valid Bids
being received at or above the offer Price.

Under-subscription, if any, in any category, except in the QIB Portion, would be allowed to be met with spill
over from any other category or combination of categories of Bidders at the discretion of our Company in
consultation with the BRLM and the Designated Stock Exchange subject to receipt of valid Bids received at
or above the Issue Price. Under-subscription, if any, in the QIB Portion, would not be allowed to be met with
spillover from any other category or a combination of categories.

The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchange.

Investors should note that according to Section 29(1) of the Companies Act, 2013, allotment of Equity Shares
to all successful Applicants will only be in the dematerialized form. It is mandatory to furnish the details of
Applicant’s depository account along with Application Form. The Application Forms which do not have the
details of the Applicants’ depository account, including the DP ID Numbers and the beneficiary account
number shall be treated as incomplete and rejected. Application Forms which do not have the details of the
Applicants’ PAN, (other than Applications made on behalf of the Central and the State Governments, residents
of the state of Sikkim and official appointed by the courts) shall be treated as incomplete and are liable to be
rejected. Applicants will not have the option of being Allotted Equity Shares in physical form. The Equity
Shares on Allotment shall be traded only in the dematerialised segment of the Stock Exchanges. However,
investors may get the specified securities rematerialized subsequent to allotment.

AVAILABILITY OF PROSPECTUS AND APPLICATION FORMS

The Memorandum containing the salient features of the Prospectus together with the Application Forms and
copies of the Draft Red Herring Prospectus/ Red Herring Prospectus/ Abridged Prospectus/ Prospectus may
be obtained from the Registered Office of our Company, from the Registered Office of the BRLM to the Issue,
Registrar to the Issue as mentioned in the Application form. The application forms may also be downloaded
from the website of NSE i.e. [Link] . Applicants shall only use the specified Application Form
for the purpose of making an Application in terms of the Draft Red Herring Prospectus. All the applicants shall
have to apply only through the ASBA process. ASBA Applicants shall submit an Application Form either in
physical or electronic form to the SCSB‘s authorizing blocking of funds that are available in the bank account
specified in the Applicants shall only use the specified Application Form for the purpose of making an
Application in terms of the Draft Red Herring Prospectus. The Application Form shall contain space for
indicating number of specified securities subscribed for in demat form.

PHASED IMPLEMENTATION OF UNIFIED PAYMENTS INTERFACE

SEBI has issued UPI Circulars in relation to streamlining the process of public issue of equity shares and
convertibles. Pursuant to the UPI Circulars, UPI will be introduced in a phased manner as a payment
mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under the
ASBA) for applications by RIIs through intermediaries with the objective to reduce the time duration from
public issue closure to listing from three Working Days to up to three Working Days. Considering the time

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required for making necessary changes to the systems and to ensure complete and smooth transition to the UPI
Mechanism, the UPI Circulars proposes to introduce and implement the UPI Mechanism in three phases in the
following manner:

a. Phase I: This phase was applicable from January 01, 2019 and lasted till June 30, 2019. Under this phase,
a Individual investors who applies for minimum application size, besides the modes of Bidding available
prior to the UPI Circulars, also had the option to submit the Bid cum Application Form with any of the
intermediary and use his / her UPI ID for the purpose of blocking of funds. The time duration from public
issue closure to listing continued to be three Working Days.

b. Phase II: This phase commenced on completion of Phase I i.e. with effect from July 1, 2019 and was to
be continued for a period of three months or launch of five main board public issues, whichever is later.
Further, as per the SEBI circular SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, the
UPI Phase II has been extended until March 31, 2020. Further still, as per SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, the current Phase II of Unified Payments
Interface with Application Supported by Blocked Amount be continued till further notice. Under this
phase, submission of the Application Form by a Individual Investors who applies for minimum application
size through intermediaries to SCSBs for blocking of funds will be discontinued and will be replaced by
the UPI Mechanism. However, the time duration from public issue closure to listing would continue to be
three Working Days during this phase.

c. Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after
September 1, 2023, and on a mandatory basis for all issues opening on or after December 1, 2023, vide
SEBI circular bearing number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 ("T+3
Notification”). In this phase, the time duration from public issue closure to listing has been reduced to
three Working Days. The Issue shall be undertaken pursuant to the processes and procedures as notified
in the T+3 Notification as applicable, subject to any circulars, clarification or notification issued by the
SEBI from time to time, including any circular, clarification or notification which may be issued by SEBI.

All SCSBs offering the facility of making applications in public issues are required to provide a facility to
make applications using the UPI Mechanism. Further, in accordance with the UPI Circulars, our Company has
appointed [●] as the 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 Individual Investors who applies for
minimum application size into the UPI mechanism.

Pursuant to the UPI Circular, SEBI has set out specific requirements for redressal of investor grievances for
applications that have been made through the UPI Mechanism. The requirements of the UPI Circular include,
appointment of a nodal officer by the SCSB and submission of their details to SEBI, the requirement for SCSBs
to send SMS alerts for the blocking and unblocking of UPI mandates, the requirement for the Registrar to
submit details of cancelled, withdrawn or deleted applications, and the requirement for the bank accounts of
unsuccessful Bidders to be unblocked no later than one day from the date on which the Basis of Allotment is
finalised. Failure to unblock the accounts within the timeline would result in the SCSBs being penalised under
the relevant securities law. Additionally, if there is any delay in the redressal of investors’ complaints in this
regard, the relevant SCSB as well as the post – Offer BRLM will be required to compensate the concerned
investor.

SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022, has prescribed that all
individual investors applying in initial public offerings opening on or after May 1, 2022, where the application

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amount is up to Rs. 5,00,000, shall use UPI. Individual investors bidding under the Non-Institutional Portion
bidding for more than Rs. 200,000 and up to Rs. 5,00,000, using the UPI Mechanism, shall provide their UPI
ID in the Bid-cum-Application Form for Bidding through Syndicate, sub-syndicate members, Registered
Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1
type accounts), provided by certain brokers.

The processing fees for applications made by Individual investors who applies for minimum application size
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.

For further details, refer to the “General Information Document” available on the websites of the Stock
Exchange and the BRLM.

Bid cum Application Form

Copies of the Bid cum Application Form (other than for Anchor Investors) and the abridged prospectus will
be available with the Designated Intermediaries at the Bidding Centres, and our Registered and Corporate
Office. An electronic copy of the Bid cum Application Form will also be available for download on the
websites of NSE ([Link]) at least one day prior to the Bid/Offer Opening Date.

Copies of the Anchor Investor Application Form will be available at the office of the BRLM.

All Bidders (other than Anchor Investors) shall mandatorily participate in the Offer only through the ASBA
process. Anchor Investors are not permitted to participate in the Offer through the ASBA process. The
Individual investors who applies for minimum application size Bidding in the Individual investor Portion can
additionally Bid through the UPI Mechanism.

An Individual Investor who applies for minimum application size using the UPI Mechanism shall use only his
/ her own bank account or only his / her own bank account linked UPI ID to make an application in the Issue.
The SCSBs, upon receipt of the Application Form will upload the Bid details along with the UPI ID in the
bidding platform of the Stock Exchange. Applications made by the Individual Investors who applies for
minimum application size using third party bank accounts or using UPI IDs linked to the bank accounts of any
third parties are liable for rejection. The Bankers to the Issue shall provide the investors’ UPI linked bank
account details to the RTA for the purpose of reconciliation. Post uploading of the Bid details on the bidding
platform, the Stock Exchanges will validate the PAN and demat account details of Individual Investors who
applies for minimum application size with the Depositories.

ASBA Applicants shall submit an Application Form either in physical or electronic form to the SCSB’s
authorizing blocking funds that are available in the bank account specified in the Application Form used by
ASBA applicants.

ASBA Bidders (other than RIBs using UPI Mechanism) must provide bank account details and authorization
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 are liable to be rejected.

ASBA Bidders shall ensure that the Bids are 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

Page 362 of 447

Forms not bearing such specified stamp are liable to be rejected. Individual Investors who applies for minimum
application size in the Individual investor Portion using UPI Mechanism, may submit their ASBA Forms,
including details of their UPI IDs, with the Syndicate, Sub-Syndicate members, Registered Brokers, RTAs or
CDPs. RIBs authorizing an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA
Forms with the SCSBs. ASBA Bidders must ensure that the ASBA Account has sufficient credit balance such
that an amount equivalent to the full Bid Amount can be blocked by the SCSB or the Sponsor Bank, as
applicable at the time of submitting the Bid.

In accordance with the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015 all the
Applicants have to compulsorily apply through the ASBA Process. Applicants shall only use the specified
Application Form for the purpose of making an Application in terms of this Draft Red Herring Prospectus.

The prescribed color of the Application Form for various categories is as follows:

Category Color of Application Form

Resident Indians, including resident QIBs, Non-Institutional Bidders, [●]
Individual investors who applies for minimum application size and
Eligible NRIs applying on a non-repatriation basis
Non-Residents including Eligible NRIs, FVCIs, FPIs, registered [●]
multilateral and bilateral development financial institutions applying on
a repatriation basis
Anchor Investors [●]
*Excluding electronic Bid cum Application Form

Note:

 Details of depository account are mandatory and applications without depository account shall be treated
as incomplete and rejected. Investors will not have the option of getting the allotment of specified securities
in physical form. However, they may get the specified securities re-materialised subsequent to allotment.
 The shares of the Company, on allotment, shall be traded on stock exchanges in demat mode only.
 Single bid from any investor shall not exceed the investment limit/maximum number of specified securities
that can be held by such investor under the relevant regulations/statutory guidelines.
 The correct procedure for applications by Hindu Undivided Families and applications by HinduUndivided
Families would be treated as on par with applications by individuals;

ELECTRONIC REGISTRATION OF BIDS

a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchange. The
Designated Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the
condition that they may subsequently upload the off-line data file into the on-line facilities for Book
Building on a regular basis before the closure of the Offer.

b) On the Bid/Offer Closing Date, the Designated Intermediaries may upload the Bids till such time as may
be permitted by the Stock Exchange and as disclosed in the Red Herring Prospectus.

c) Only Bids that are uploaded on the Stock Exchange Platform are considered for allocation/Allotment. The
Designated Intermediaries are given till 1:00 pm on the next Working Day following the Bid/Offer Closing

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 Date to modify select fields uploaded in the Stock Exchange Platform during the Bid/Offer Period after
which the Stock Exchange(s) send the bid information to the Registrar to the Offer for further processing.

SUBMISSION AND ACCEPTANCE OF APPLICATION FORMS

Applicants are required to submit their applications only through any of the following Application Collecting
Intermediaries:

a. An SCSB, with whom the bank account to be blocked, is maintained;

b. A syndicate member (or sub-syndicate member);
c. A stockbroker registered with a recognised stock exchange (and whose name is mentioned on the website
of the stock exchange as eligible for this activity) (broker);
d. A depository participant (DP) (Whose name is mentioned on the website of the stock exchange as eligible
for this activity);
e. A registrar to an issuer and share transfer agent (RTA) (Whose name is mentioned on the website of the
stock exchange as eligible for this activity)

The intermediaries shall, at the time of receipt of application, give an acknowledgement to investor, by giving
the counter foil or specifying the application number to the investor, as a proof of having accepted the
application form, in physical or electronic mode, respectively.

The upload of the details in the electronic bidding system of stock exchange will be done by:

For Applications After accepting the form, SCSB shall capture and upload the relevant details in
submitted by investorsto the electronic bidding system as specified by the stock exchange(s) and may
SCSB: begin blocking funds available in the bank account specified in the form, to the
extent of the application money specified.
For Applications After accepting the application form, respective intermediary shall capture and
submitted by investors upload the relevant details in the electronic bidding system of stock exchange(s).
to intermediaries other Post uploading they shall forward a schedule as per prescribed format along with
than SCSBs: the application forms to designated branches of the respective SCSBs for
blocking of funds within one day of closure of Issue.
For applications After accepting the application form, respective intermediary shall capture and
submitted by investors upload the relevant application details, including UPI ID, in the electronic
to intermediaries other bidding system of stock exchange.
than SCSBs with use of
UPI for payment: Stock exchange shall share application details including the UPI ID with
sponsor bank on a continuous basis, to enable sponsor bank to initiate mandate
request on investors for blocking of funds.

Sponsor bank shall initiate request for blocking of funds through NPCI to
investor. Investor to accept mandate request for blocking of funds, on his/her
mobile application, associated with UPI ID linked bank account.

Upon completion and submission of the Application Form to Application Collecting intermediaries, the
Applicants have deemed to have authorised our Company to make the necessary changes in the Draft Red
Herring Prospectus, without prior or subsequent notice of such changes to the Applicants.

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WHO CAN APPLY?

Persons eligible to invest under all applicable laws, rules, regulations and guidelines: -

• Indian nationals resident in India who are not incompetent to contract in single or joint names (not more
than three) or in the names of minors as natural/legal guardian;
• Hindu Undivided Families or HUFs, in the individual name of the Karta. The applicant should specify
that the application is being made in the name of the HUF in the Application Form as follows: Name of
Sole or First applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name
of the Karta. Applications by HUFs would be considered at par with those from individuals;
• Companies, Corporate Bodies and Societies registered under the applicable laws in India and authorized
to invest in the Equity Shares under their respective constitutional and charter documents;
• Mutual Funds registered with SEBI;
• Eligible NRIs on a repatriation basis or on a non-repatriation basis, subject to applicable laws. NRIs other
than Eligible NRIs are not eligible to participate in this Issue;
• Indian Financial Institutions, scheduled commercial banks, regional rural banks, co-operative banks
(subject to RBI permission, and the SEBI Regulations and other laws, as applicable);
• FIIs and sub-accounts registered with SEBI, other than a sub-account which is a foreign corporate or a
foreign individual under the QIB Portion;
• Limited Liability Partnerships (LLPs) registered in India and authorized to invest in equity shares;
• Sub-accounts of FIIs registered with SEBI, which are foreign corporates or foreign individuals only under
the Non-Institutional applicants category;
• Venture Capital Funds registered with SEBI;
• Foreign Venture Capital Investors registered with SEBI;
• State Industrial Development Corporations;
• Trusts/societies registered under the Societies Registration Act, 1860, as amended, or under any other law
relating to Trusts and who are authorized under their constitution to hold and invest in equity shares;
• Scientific and/or Industrial Research Organizations authorized to invest in equity shares;
• Insurance Companies registered with Insurance Regulatory and Development Authority, India;
• Provident Funds with minimum corpus of Rs.2,500 Lakh and who are authorized under their constitution
to hold and invest in equity shares;
• Pension Funds with minimum corpus of Rs.2,500 Lakh and who are authorized under their constitution
to hold and invest in equity shares;
• Multilateral and Bilateral Development Financial Institutions;
• National Investment Fund set up by resolution no. F. No. 2/3/2005-DDII dated November 23, 2005 of
Government of India published in the Gazette of India;
• Insurance funds set up and managed by army, navy or air force of the Union of India
• Any other person eligible to applying in the Issue, under the laws, rules, regulations, guidelines and
policies applicable to them.

As per the existing regulations, OCBs cannot participate in this Issue.

PARTICIPATION BY ASSOCIATES OF BRLM

The BRLM shall not be entitled to subscribe to this Issue in any manner except towards fulfilling their
underwriting obligations. However, associates and affiliates of the BRLM may subscribe to Equity Shares in
the Issue, either in the QIB Portion and Non-Institutional Portion where the allotment is on a proportionate
basis. All categories of Applicants, including associates and affiliates of the BRLM, shall be treated equally

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for the purpose of allocation to be made on a proportionate basis.

AVAILABILITY OF PROSPECTUS AND APPLICATION FORMS

The Memorandum Form 2A containing the salient features of the Draft Red Herring Prospectus together with
the Application Forms and copies of the Draft Red Herring Prospectus may be obtained from the Registered
Office of our Company, BRLM to the Issue and The Registrar to the Issue as mentioned in the Application
Form. The application forms may also be downloaded from the website of NSE Limited i.e,
[Link]

OPTION TO SUBSCRIBE IN THE ISSUE

a) As per Section 29(1) of the Companies Act 2013, Investors will get the allotment of Equity Shares
in dematerialization form only.
b) The Equity Shares, on allotment, shall be traded on Stock Exchange in demat segment only.
c) In a single Application Form any investor shall not exceed the investment limit/minimum number
of specified securities that can be held by him/her/it under the relevant regulations/statutory
guidelines and applicable law.

APPLICATION BY INDIAN PUBLIC INCLUDING ELIGIBLE NRIs

Application must be made only in the names of individuals, limited companies or Statutory
Corporations/institutions and not in the names of minors, foreign nationals, non-residents (except for those
applying on non-repatriation), trusts, (unless the trust is registered under the Societies Registration Act, 1860
or any other applicable trust laws and is authorized under its constitution to hold shares and debentures in a
company), Hindu Undivided Families, partnership firms or their nominees. In case of HUF‘s application shall
be made by the Karta of the HUF. An applicant in the Net Public Category cannot make an application for that
number of Equity Shares exceeding the number of Equity Shares offered to the public.

APPLICATION BY MUTUAL FUNDS

With respect to Applications by Mutual Funds, a certified copy of their SEBI registration certificate must be
lodged with the Application Form. Failing this, our Company reserves the right to reject any application
without assigning any reason thereof. Applications made by asset management companies or custodians of
Mutual Funds shall specifically state names of the concerned schemes for which such Applications are made.
As per the current regulations, the following restrictions are applicable for investments by mutual funds.

No mutual fund scheme shall invest more than 10% of its net asset value in the Equity Shares or equity related
instruments of any single Company provided that the limit of 10% shall not be applicable for investments in
case of index funds or sector or industry specific funds/Schemes. No mutual fund under all its schemes should
own more than 10% of any Company‘s paid up share capital carrying voting rights.

In case of a Mutual Fund, a separate Application can be made in respect of each scheme of the Mutual Fund
registered with SEBI and such Applications in respect of more than one scheme of the Mutual Fund will not
be treated as multiple applications provided that the Applications clearly indicate the scheme concerned for
which the Application has been made.

The Application made by Asset Management Companies or custodians of Mutual Funds shall specifically state

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the names of the concerned schemes for which the Applications are made custodians of Mutual Funds shall
specifically state the names of the concerned schemes for which the Applications are made.

APPLICATIONS BY ELIGIBLE NRI

Eligible NRIs may obtain copies of Application Form from the members of the Syndicate, the sub- Syndicate,
if applicable, the SCSBs, the Registered Brokers, RTAs and CDPs. Eligible NRI Bidders bidding on a
repatriation basis by using the Non-Resident Forms should authorize their SCSB to block their Non-Resident
External (“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”) Accounts, and eligible NRI Bidders
bidding on a non- repatriation basis by using Resident Forms should authorize their SCSB to block their Non-
Resident Ordinary (“NRO”) accounts for the full Bid Amount, at the time of the submission of the Application
Form.

Bids by Eligible NRIs and Category III FPIs for a minimum application amount would be considered under
the Individual investor category who applies for minimum application size for the purposes of allocation and
Bids for a Bid Amount exceeding the minimum application size would be considered under the Non-
Institutional Category for allocation in the Offer.

In case of Eligible NRIs bidding under the Individual investor category who applies for minimum application
size through the UPI mechanism, depending on the nature of the investment whether repatriable or non-
repatriable, the Eligible NRI may mention the appropriate UPI ID in respect of the NRE account or the NRO
account, in the Application Form.

Under FEMA, general permission is granted to companies vide notification no. FEMA/20/2000 RB dated
May 03, 2000 to issue securities to NRIs subject to the terms and conditions stipulated therein. Companies are
required to file the declaration in the prescribed form to the concerned Regional Office of RBI within 30 (thirty)
days from the date of issue of shares of allotment to NRIs on repatriation basis. Allotment of Equity shares to
non-residents Indians shall be subject to the prevailing Reserve Bank of India guidelines. Sale proceeds of
such investments in equity shares will be allowed to be repatriated along with an income thereon subject to
permission of the RBI and subject to the Indian Tax Laws and Regulations and any other applicable laws. The
company does not require approvals from FIPB or RBI for the issue of equity shares to eligible NRIs, FIIs,
Foreign Venture Capital Investors registered with SEBI and multi-lateral and Bi-lateral development financial
institutions.

Eligible NRIs applying on non-repatriation basis are advised to use the Application Form for residents (white
in color). Eligible NRIs applying on a repatriation basis are advised to use the Application Form meant for
non-Residents (blue in color). For details of restrictions on investment by NRIs, please refer to the chapter
titled “Restrictions on Foreign Ownership of Indian Securities” beginning on page 393 of this Draft Red
Herring Prospectus.

APPLICATIONS BY ELIGIBLE FIIs/FPIs

In terms of the SEBI FPI Regulations, an FII who holds a valid certificate of registration from SEBI shall be
deemed to be a registered FPI until the expiry of the block of three years for which fees have been paid as per
the SEBI FII Regulations.

An FII or sub-account may, subject to payment of conversion fees under the SEBI FPI Regulations participate
in the Issue until the expiry of its registration with SEBI as an FII or sub-account, or if it has obtained a

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certificate of registration as an FPI, whichever is earlier. Accordingly, such FIIs can, subject to the payment of
conversion fees under the SEBI FPI Regulations, participate in this Offer in accordance with Schedule 2 of the
FEMA Regulations. An FII shall not be eligible to invest as an FII after registering as an FPI under the SEBI
FPI Regulations.

In terms of the SEBI FPI Regulations, the purchase of Equity Shares and total holding by a single FPI or an
investor group (which means the same set of ultimate beneficial owner(s) investing through multiple entities)
must be below 10% of our post-issue Equity Share capital. Further, in terms of the FEMA Regulations, the
total holding by each FPI shall be below 10% of the total paid-up Equity Share capital of our Company and
the total holdings of all FPIs put together shall not exceed 24% of the paid-up Equity Share capital of our
Company. The aggregate limit of 24% may be increased up to the sectoral cap by way of a resolution passed
by the Board of Directors followed by a special resolution passed by the Shareholders of our Company and
subject to prior intimation to RBI. In terms of the FEMA Regulations, for calculating the aggregate holding of
FPIs in a company, holding of all registered FPIs as well as holding of FIIs (being deemed FPIs) shall be
included.

Further, pursuant to the Master Directions on Foreign Investment in India issued by the RBI dated January 4,
2018 (updated as on March 8, 2019) the investments made by a SEBI registered FPI in a listed Indian company
will be reclassified as FDI if the total shareholding of such FPI increases to more than 10% of the total paid-
up equity share capital on a fully diluted basis or 10% or more of the paid up value of each series of debentures
or preference shares or warrants.

FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may
be specified by the Government from time to time.

Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of
Regulation 22 of the SEBI FPI Regulations, an FPI, other than Category III foreign portfolio investor and
unregulated broad based funds, which are classified as Category II foreign portfolio investor by virtue of their
investment manager being appropriately regulated, may issue, 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 that are listed or proposed to be listed on any
recognised stock exchange in India, as its underlying) directly or indirectly, only in the event (i) such offshore
derivative instruments are issued only to persons who are regulated by an appropriate regulatory authority; and
(ii) such offshore derivative instruments are issued after compliance with know your client‘ norms. Further,
pursuant to a Circular dated November 24, 2014 issued by the SEBI, FPIs are permitted to issue offshore
derivate instruments only to subscribers that (i) meet the eligibility criteria set forth in Regulation 4 of the
SEBI FPI Regulations; and (ii) do not have opaque structures, as defined under the SEBI FPI Regulations. An
FPI is also required to ensure that no further issue or transfer of any offshore derivative instrument is made by
or on behalf of it to any persons that are not regulated by an appropriate foreign regulatory authority. Further,
where an investor has investments as FPI and also holds positions as an overseas direct investment subscriber,
investment restrictions under the SEBI FPI Regulations shall apply on the aggregate of FPI investments and
overseas direct investment positions held in the underlying Indian company.

FPIs who wish to participate in the Offer are advised to use the Application Form for Non-Residents (blue in
color). FPIs are required to apply through the ASBA process to participate in the Offer.

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APPLICATIONS BY SEBI REGISTERED ALTERNATIVE INVESTMENT FUND (AIF),
VENTURECAPITAL FUNDS AND FOREIGN VENTURE CAPITAL INVESTORS

The Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 as amended, (the
“SEBI VCF Regulations”) and the Securities and Exchange Board of India (Foreign Venture Capital Investor)
Regulations, 2000, as amended, among other things prescribe the investment restrictions on VCFs and FVCIs
registered with SEBI. Further, the Securities and Exchange Board of India (Alternative Investment Funds)
Regulations, 2012 (the “SEBI AIF Regulations”) prescribe, amongst others, the investment restrictions on
AIFs.

The holding by any individual VCF registered with SEBI in one venture capital undertaking should not exceed
25% of the corpus of the VCF. Further, VCFs and FVCIs can invest only up to 33.33% of the investible funds
by way of subscription to an initial public offering.

The category I and II AIFs cannot invest more than 25% of the corpus in one Investee Company. A category
III AIF cannot invest more than 10% of the corpus in one Investee Company. A venture capital fund registered
as a category I AIF, as defined in the SEBI AIF Regulations, cannot invest more than 1/3rd of its corpus by
way of subscription to an initial public offering of a venture capital undertaking. Additionally, the VCFs which
have not re-registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the VCF
Regulation until the existing fund or scheme managed by the fund is wound up and such funds shall not launch
any new scheme after the notification of the SEBI AIF Regulations.

All FIIs and FVCIs should note that refunds, dividends, and other distributions, if any, will be payable in Indian
Rupees only and net of Bank charges and commission.

Our Company or the BRLM will not be responsible for loss, if any, incurred by the Applicant on account of
conversion of foreign currency.

There is no reservation for Eligible NRIs, FPIs and FVCIs and all Applicants will be treated on the same basis
with other categories for the purpose of allocation.

APPLICATIONS BY LIMITED LIABILITY PARTNERSHIPS

In case of applications made by limited liability partnerships registered under the Limited Liability Partnership
Act, 2008, a certified copy of certificate of registration issued under the Limited Liability Partnership Act,
2008, must be attached to the Application Form. Failing this, our Company reserves the right to reject any
application, without assigning any reason thereof. Limited Liability Partnerships can participate in the issue
only through the ASBA Process.

APPLICATIONS BY INSURANCE COMPANIES

In case of applications made by insurance companies registered with the IRDA, a certified copy of certificate
of registration issued by IRDA must be attached to the Application Form. Failing this, our Company reserves
the right to reject any application, without assigning any reason thereof. The exposure norms for insurers,
prescribed under the Insurance Regulatory and Development Authority (Investment) Regulations, 2000, as
amended (the IRDA Investment Regulations), are broadly set forth below:

1. Equity shares of a company: the least of 10% of the investee company‘s subscribed capital (face value)

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 or 10% of the respective fund in case of life insurer or 10% of investment assets in case of general insurer
or reinsurer;
2. The entire group of the investee company: not more than 15% of the respective fund in case of a life
insurer or 15% of investment assets in case of a general insurer or reinsurer or 15% of the investment
assets in all companies belonging to the group, whichever is lower; and
3. The industry sector in which the investee company belong to not more than 15% of the fund of a life
insurer or a general insurer or a reinsurer or 15% of the investment asset, whichever is lower.

The maximum exposure limit, in the case of an investment in equity shares, cannot exceed the lower of an
amount of 10% of the investment assets of a life insurer or general insurer and the amount calculated under
(a), (b) and (c) above, as the case may be. Insurance companies participating in this Offer shall comply with
all applicable regulations, guidelines and circulars issued by IRDAI from time to time

The above limit of 10.00% shall stand substituted as 15.00% of outstanding equity shares (face value) for
insurance companies with investment assets of Rs. 2,500,000 million or more and 12.00% of outstanding
equity shares (face value) for insurers with investment assets of Rs. 500,000.00 million or more but less than
Rs. 2,500,000.00 million.

Insurance companies participating in this Issue, shall comply with all applicable regulations, guidelines and
circulars issued by IRDA from time to time.

APPLICATIONS BY BANKING COMPANIES

Applications by Banking Companies: In case of Applications made by banking companies registered with
RBI, certified copies of: (i) the certificate of registration issued by RBI, and (ii) the approval of such banking
company‘s investment committee are required to be attached to the Application Form, failing which our
Company reserves the right to reject any Application without assigning any reason. The investment limit for
banking companies in non-financial services Companies as per the Banking Regulation Act, 1949, and the
Master Direction – Reserve Bank of India (Financial Services provided by Banks) Directions, 2016, is 10% of
the paid-up share capital of the investee company or 10% of the banks’ own paid-up share capital and reserves,
whichever is less. Further, the aggregate investment in subsidiaries and other entities engaged in financial and
non-financial services company cannot exceed 20% of the bank’s paid-up share capital and reserves. A banking
company may hold up to 30% of the paid-up share capital of the investee company with the prior approval of
the RBI provided that the investee Company is engaged in non-financial activities in which banking companies
are permitted to engage under the Banking Regulation Act.

Applications by SCSBs: SCSBs participating in the Offer are required to comply with the terms of the SEBI
circulars dated September 13, 2012 and January 02, 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.

APPLICATION BY PROVIDENT FUNDS/ PENSION FUNDS

In case of applications made by provident funds/pension funds, subject to applicable laws, with minimum
corpus of Rs. 2,500 Lakhs, a certified copy of certificate from a chartered accountant certifying the corpus of
the provident fund/ pension fund must be attached to the Application Form. Failing this, our Company reserves

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the right to reject any application, without assigning any reason thereof.

BIDS BY ANCHOR INVESTORS

Our Company in consultation with the BRLM, may consider participation by Anchor Investors in the Issue for
up to 60% of the QIB Portion in accordance with the SEBI Regulations. Only QIBs as defined in Regulation
2(1)(ss) of the SEBI Regulations and not otherwise excluded pursuant to Schedule XIII of the SEBI
Regulations are eligible to invest. The QIB Portion will be reduced in proportion to allocation under the Anchor
Investor Portion. In the event of undersubscription in the Anchor Investor Portion, the balance Equity Shares
will be added to the QIB Portion. In accordance with the SEBI Regulations, the key terms for participation in
the Anchor Investor Portion are provided below.

1. Anchor Investor Application Forms will be made available for the Anchor Investors at the offices of the
BRLM.
2. The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount is at least
200.00 lakhs. A Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund,
separate Bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum
application size of 200.00 lakhs.
3. One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.
4. Bidding for Anchor Investors will open one Working Day before the Bid/ Issue Opening Date and be
completed on the same day.
5. Our Company in consultation with the BRLM, will finalize allocation to the Anchor Investors on a
discretionary basis, provided that the minimum and maximum number of Allottees in the Anchor
Investor Portion will be, as mentioned below:
• where allocation in the Anchor Investor Portion is up to 200.00 Lakhs, maximum of 2 (two) Anchor
Investors.
• where the allocation under the Anchor Investor Portion is more than 200.00 Lakhs but upto 2500.00
Lakhs, minimum of 2 (two) and maximum of 15 (fifteen) Anchor Investors, subject to a minimum
Allotment of 100.00 Lakhs per Anchor Investor; and
• where the allocation under the Anchor Investor portion is more than 2500.00 Lakhs:(i)minimum of
5 (five) and maximum of 15 (fifteen) Anchor Investors for allocation upto2500.00 Lakhs; and (ii)
an additional 10 Anchor Investors for every additional allocation` of 2500.00 Lakhs or part thereof
in the Anchor Investor Portion; subject to a minimum Allotment of 100.00 Lakhs per Anchor
Investor.

6. Allocation to Anchor Investors will be completed on the Anchor Investor Bid/ Issue Period. The number
of Equity Shares allocated to Anchor Investors and the price at which the allocation is made will be
made available in the public domain by the BRLM before the Bid/Issue Opening Date, through
intimation to the Stock Exchange.
7. Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the
Bid.
8. If the Issue Price is greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Issue Price and the Anchor Investor Allocation Price will be payable by the
Anchor Investors within 2 (two) Working Days from the Bid/ Issue Closing Date. If the Issue Price is
lower than the Anchor Investor Allocation Price, Allotment to successful Anchor Investors will be at
the higher price, i.e., the Anchor Investor Issue Price.
9. At the end of each day of the bidding period, the demand including allocation made to anchor investors,
shall be shown graphically on the bidding terminals of syndicate members and website of stock

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 exchange offering electronically linked transparent bidding facility, for information of public.
10. Equity Shares Allotted in the Anchor Investor Portion will be locked in for a period of 90 days on fifty
per cent of the shares allotted to the anchor investors from the date of allotment, and a lock-in of 30 days
on the remaining fifty per cent of the shares allotted to the anchor investors from the date of allotment.
11. The BRLM, our Promoters, Promoter Group or any person related to them (except for Mutual Funds
sponsored by entities related to the BRLM) will not participate in the Anchor Investor Portion. The
parameters for selection of Anchor Investors will be clearly identified by the BRLM and made available
as part of the records of the BRLM for inspection byes.
12. Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered
multiple Bids.
13. Anchor Investors are not permitted to Bid in the Issue through the ASBA process.

APPLICATION UNDER POWER OF ATTORNEY

In case of applications made pursuant to a power of attorney by limited companies, corporate bodies, registered
societies, FIIs, Mutual Funds, insurance companies and provident funds with minimum corpus of Rs. 2,500
Lakhs (subject to applicable law) and pension funds with a minimum corpus of Rs. 2,500 Lakhs a certified
copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a certified
copy of the memorandum of association and articles of association and/or bye laws must be lodged with the
Application Form. Failing this, our Company reserves the right to accept or reject any application in whole or
in part, in either case, without assigning any reason therefore.

In addition to the above, certain additional documents are required to be submitted by the following entities:

(a) With respect to applications by VCFs, FVCIs, FIIs and Mutual Funds, a certified copy of their SEBI
registration certificate must be lodged along with the Application Form. Failing this, our Company
reserves the right to accept or reject any application, in whole or in part, in either case without assigning
any reasons thereof.

(b) With respect to applications by insurance companies registered with the Insurance Regulatory and
Development Authority, in addition to the above, a certified copy of the certificate of registration issued
by the Insurance Regulatory and Development Authority must be lodged with the Application Form as
applicable. Failing this, our Company reserves the right to accept or reject any application, in whole or in
part, in either case without assigning any reasons thereof.

(c) With respect to applications made by provident funds with minimum corpus of Rs. 2,500 Lakhs
(subject to applicable law) and pension funds with a minimum corpus of Rs. 2,500 Lakhs, a certified copy
of a certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must
be lodged along with the Application Form. Failing this, our Company reserves the right to accept or
reject such application, in whole or in part, in either case without assigning any reasons thereof.

Our Company in its absolute discretion, reserves the right to relax the above condition of simultaneous lodging
of the power of attorney along with the Application Form, subject to such terms and conditions that our
Company, the BRLM may deem fit.

Our Company, in its absolute discretion, reserves the right to permit the holder of the power of attorney to
request the Registrar to the Issue that, for the purpose of mailing of the Allotment Advice / CANs / letters
notifying the unblocking of the bank accounts of ASBA applicants, the Demographic Details given on the

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Application Form should be used (and not those obtained from the Depository of the application). In such
cases, the Registrar to the Issue shall use Demographic Details as given on the Application Form instead of
those obtained from the Depositories.

The above information is given for the benefit of the Applicants. The 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 this Draft Red Herring Prospectus. Applicants are advised to make their
independent investigations and ensure that the number of Equity Shares applied for do not exceed the
applicable limits under laws or regulations.

MAXIMUM AND MINIMUM APPLICATION SIZE

a) For Individual Investors who applies for minimum application size:

The Application must be for a minimum of 2 lots so as to ensure that the Application Price payable by the
Applicant exceed Rs. 2,00,000. In case of revision of Applications, the Individual investor has to ensure that
the Application Price exceed Rs. 2,00,000.

b) For Other Applicants (Non-Institutional Applicants and QIBs):

The Application must be for a minimum of such number of Equity Shares that the Application Amount exceeds
2 lots and Rs. 2,00,000. An application cannot be submitted for more than the Net Offer Size. However, the
maximum Application by a QIB investor should not exceed the investment limits prescribed for them by
applicable laws. Under existing SEBI Regulations, a QIB Applicant cannot withdraw its Application after the
Offer Closing Date and is required to pay 100% QIB Margin upon submission of Application.

Applicants are advised to ensure that any single Application from them does not exceed the investment limits
or maximum number of Equity Shares that can be held by them under applicable law or regulation or as
specified in this Draft Red Herring Prospectus.

The above information is given for the benefit of the Applicants. The 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 this Draft Red Herring Prospectus. Applicants are advised to make their independent investigations and
ensure that the number of Equity Shares applied for do not exceed the applicable limits under laws or
regulations.

INFORMATION FOR THE APPLICANTS:

a) Our Company will file a copy of Red Herring Prospectus with the Registrar of Companies, Delhi, at least
3 (three) days before the Issue Opening Date.

b) Any investor (who is eligible to invest in our Equity Shares) who would like to obtain the Draft Red Herring
Prospectus/ Red Herring Prospectus and/or the Application Form can obtain the same from our Registered
Office or from the office of the BRLM.

c) Applicants who are interested in subscribing for the Equity Shares should approach the BRLM or
their authorized agent(s) to register their applications.

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d) Applications made in the name of minors and/ or their nominees shall not be accepted.

INSTRUCTIONS FOR COMPLETING THE APPLICATION FORM

The Bids should be submitted on the prescribed Form and in BLOCK LETTERS in ENGLISH only in
accordance with the instructions contained herein and in the Bid cum application form. Bids not so made are
liable to be rejected. ASBA Application Forms should bear the stamp of the SCSB‘s. ASBA Application
Forms, which do not bear the stamp of the SCSB, will be rejected.

Applicants residing at places where the designated branches of the Banker to the Issue are not located may
submit/mail their applications at their sole risk along with Demand payable at Mumbai.

SEBI, vide Circular No. CIR/CFD/14/2012 dated October 04, 2012 has introduced an additional mechanism
for investors to submit application forms in public issues using the stock broker (broker) network of Stock
Exchanges, who may not be syndicate members in an issue with effect from January 01, 2013. The list of
Broker Centre is available on the websites of NSE Limited i.e. [Link].

BIDDER’S DEPOSITORY ACCOUNT AND BANK DETAILS

Please note that, providing bank account details in the space provided in the Bid cum application form is
mandatory and Bids that do not contain such details are liable to be rejected.

Bidders should note that on the basis of name of the Applicants, Depository Participant’s name, Depository
Participant Identification number and Beneficiary Account Number provided by them in the Bid cum
Application Form, the Registrar to the Issue will obtain from the Depository the demographic details including
address, Bidders’ bank account details, MICR code and occupation (hereinafter referred to as Demographic
Details‘). Bidders should carefully fill in their Depository Account details in the Bid cum Application Form.

These Demographic Details would be used for all correspondence with the Bidders including mailing of the
CANs / Allocation Advice. The Demographic Details given by Bidders in the Bid cum Application Form
would not be used for any other purpose by the Registrar to the Issue.

By signing the Bid Cum Application Form, the Bidders would be deemed to have authorized the depositories
to provide, upon request, to the Registrar to the Issue, the required Demographic Details as available on its
records.

SUBMISSION OF BIDS

I. During the Bid/ Offer Period, Bidders may approach any of the Designated Intermediaries to register
their Bids.
II. In case of Bidders (excluding NIIs) Bidding at Cut-off Price, the Bidders may instruct the SCSBs to
block Bid Amount based on the Cap Price less Discount (if applicable).
III. For Details of the timing on acceptance and upload of Bids in the Stock Exchange Platform Bidders are
requested to refer to the Draft Red Herring Prospectus.

ALLOTMENT PROCEDURE

The Allotment of Equity Shares to Bidders other than Individual Investors who applies for minimum

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application size and Anchor Investors may be on proportionate basis. For Basis of Allotment to Anchor
Investors, Bidders may refer to Red Herring Prospectus. No Individual Investor who applies for minimum
application size will be Allotted less than 2 Lot subject to availability of shares in Individual Investor category
and the remaining available shares, if any will be Allotted on a proportionate basis. The Issuer is required to
receive a minimum subscription of 90% of the Issue. However, in case the Issue is in the nature of Offer for
Sale only, then minimum subscription may not be applicable.

Flow of Events from the closure of bidding period (T DAY) Till Allotment:

1. On T Day, RTA to validate the electronic bid details with the depository records and also reconcile the final
certificates received from the Sponsor Bank for UPI process and the SCSBs for ASBA and Syndicate ASBA
process with the electronic bid details.
2. RTA identifies cases with mismatch of account number as per bid file / Final Certificate and as per
applicant’s bank account linked to depository demat account and seek clarification from SCSB to identify
the applications with third party account for rejection.
3. Third party confirmation of applications to be completed by SCSBs on T+1 day.
4. RTA prepares the list of final rejections and circulate the rejections list with BRLM(s)/ Company for their
review/ comments.
5. Post rejection, the RTA submits the basis of allotment with the Designated Stock Exchange (DSE).
6. The Designated Stock Exchange (DSE), post verification approves the basis and generates drawal of lots
wherever applicable, through a random number generation software.
7. The RTA uploads the drawal numbers in their system and generates the final list of allotees as per process
mentioned below:

Process for generating list of allotees: -

a) Instructions are given by RTA in their Software System to reverse category wise all the application numbers
in the ascending order and generate the bucket /batch as per the allotment ratio. For example, if the
application number is 78654321 then system reverses it to 12345687 and if the ratio of allottees to
applicants in a category is 2:7 then the system will create lots of 7. If the drawal of lots provided by
Designated Stock Exchange (DSE) is 3 and 5 then the system will pick every 3rd and 5th application in
each of the lot of the category and these applications will be allotted the shares in that category.
b) In categories where there is proportionate allotment, the Registrar will prepare the proportionate working
based on the oversubscription times.
c) In categories where there is undersubscription, the Registrar will do full allotment for all valid applications.
d) On the basis of the above, the RTA will work out the allotees, partial allotees and non- allottees, prepare
the fund transfer letters and advice the SCSBs to debit or unblock the respective accounts.

BASIS OF ALLOTMENT

Allotment will be made in consultation with the NSE. In the event of oversubscription, the allotment will be
made on a proportionate basis in marketable lots as set forth here:

1. The total number of Shares to be allocated to each category as a whole shall be arrived at on a proportionate
basis i.e. the total number of Shares applied for in that category multiplied by the inverse of the over
subscription ratio (number of applicants in the category X number of Shares applied for).

2. The number of Shares to be allocated to the successful applicants will be arrived at on a proportionate basis

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 in marketable lots (i.e. Total number of Shares applied for into the inverse of the over subscription ratio).

a) For applications where the proportionate allotment works out to less than [●] equity shares the allotment
will be made as follows:

1. Each successful applicant shall be allotted [●] equity shares; and

2. The successful applicants out of the total applicants for that category shall be determined by the drawl
of lots in such a manner that the total number of Shares allotted in that category is equal to the number
of Shares worked out as per (2) above.

b) If the proportionate allotment to an applicant works out to a number that is not a multiple of [●] equity
shares, the applicant would be allotted Shares by rounding off to the nearest multiple of [●] equity shares
subject to a minimum allotment of [●] equity shares.

c) If the Shares allotted on a proportionate basis to any category is more than the Shares allotted to the
applicants in that category, the balance available Shares for allocation shall be first adjusted against any
category, where the allotted Shares are not sufficient for proportionate allotment to the successful
applicants in that category, the balance Shares, if any, remaining after such adjustment will be added to
the category comprising of applicants applying for the minimum number of Shares. If as a result of the
process of rounding off to the nearest multiple of [●] equity shares, results in the actual allotment being
higher than the shares offered, the final allotment may be higher at the sole discretion of the Board of
Directors, up to 110% of the size of the offer specified under the Capital Structure mentioned in this
Draft Red Herring Prospectus.

d) The above proportionate allotment of shares in an Issue that is oversubscribed shall be subject to the
reservation for small individual applicants as described below:

1. As the individual investor category (who applies for minimum application size) is entitled to more
than fifty percent on proportionate basis, the individual investors who applies for minimum
application size shall be allocated that higher percentage.

2. The balance net offer of shares to the public shall be made available for allotment to

a) Individual applicants other than individual investors applying for minimum application size
and
b) Other investors, including Corporate Bodies/ Institutions irrespective of number of shares
applied for.

3. The unsubscribed portion of the net offer to any one of the categories specified in a) or b) shall/may
be made available for allocation to applicants in the other category, if so required.

Individual Investor’ who applies for minimum application size means an investor who applies for a minimum
application size of 2 lots or value of more than Rs. 2,00,000. Investors may note that in case of over subscription
allotment shall be on proportionate basis and will be finalized in consultation with NSE.

The Executive Director / Managing Director of NSE – the Designated Stock Exchange in addition to BRLM
and Registrar to the Public Issue shall be responsible to ensure that the basis of allotment is finalized in a fair

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and proper manner in accordance with the SEBI (ICDR) Regulations.

INFORMATION FOR BIDDERS

The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the
Bid cum Application Form and such options are not considered as multiple Bids. It is the Bidder’s
responsibility to obtain the acknowledgment slip from the relevant Designated Intermediary. The registration
of the Bid by the Designated Intermediary does not guarantee that the Equity Shares shall be allocated/Allotted.
Such Acknowledgement Slip will be non-negotiable and by itself will not create any obligation of any kind.
When a Bidder revises his or her Bid, he /she shall surrender the earlier Acknowledgement Slip and may
request for a revised acknowledgment slip from the relevant Designated Intermediary as proof of his or her
having revised the previous Bid. In relation to electronic registration of Bids, the permission given by the Stock
Exchange to use their network and software of the electronic bidding system should not in any way be deemed
or construed to mean that the compliance with various statutory and other requirements by our Company, the
BRLM are cleared or approved by the Stock Exchange; nor does it in any manner warrant, certify or endorse
the correctness or completeness of compliance with the statutory and other requirements, nor does it take any
responsibility for the financial or other soundness of our Company, the management or any scheme or project
of our Company; nor does it in any manner warrant, certify or endorse the correctness or completeness of any
of the contents of the Draft Red Herring Prospectus or the Red Herring Prospectus; nor does it warrant that the
Equity Shares will be listed or will continue to be listed on the Stock Exchanges.

GENERAL INSTRUCTIONS

Do’s:

• Check if you are eligible to apply;

• Read all the instructions carefully and complete the applicable Application Form;
• Ensure that the details about Depository Participant and Beneficiary Account are correct as
Allotment ofEquity Shares will be in the dematerialized form only;
• All Bidders should submit their Bids through the ASBA process only
• Ensure that your Application Form bearing the stamp of a Designated Intermediary is submitted to
the Designated Intermediary at the Bidding Centre
• In case of joint Bids, ensure that First Bidder is the ASBA Account holder (or the UPI-linked bank
account holder, as the case may be) and the signature of the First Bidder is included in the Application
Form;
• Bidders (other than RIIs bidding through the non-UPI Mechanism) should submit the Application
Form only at the Bidding Centers, i.e. to the respective member of the Syndicate at the Specified
Locations, the SCSBs, the Registered Broker at the Broker Centres, the CRTA at the Designated
RTA Locations or CDP at the Designated CDP Locations. RIIs bidding through the non-UPI
Mechanism should either submit the physical Application Form with the SCSBs or Designated
Branches of SCSBs under Channel I (described in the UPI Circulars) or submit the Application Form
online using the facility of 3-in 1 type accounts under Channel II (described in the UPI Circulars);
• Ensure that you have mentioned the correct ASBA Account number (for all Bidders other than RIBs
using the UPI Mechanism) in the Application Form;
• RIBs using the UPI Mechanism should ensure that the correct UPI ID (with maximum length of 45
characters including the handle) is mentioned in the Application Form;
• RIBs 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.

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 RIBs 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;
• RIBs bidding using the UPI Mechanism should ensure that they use only their own bank account
linked UPI ID to make an application in the Offer;
• RIBs submitting an Application Form using the UPI Mechanism, should ensure that: (a) the bank
where the bank account linked to their UPI ID is maintained; and (b) the Mobile App and UPI handle
being used for making the Bid is listed on the website of SEBI at
[Link]
• RIBs submitting a Bid-cum Application Form to any Designated Intermediary (other than SCSBs)
should ensure that only UPI ID is included in the Field Number 7: Payment Details in the Application
Form;
• RIBs using the UPI Mechanism shall ensure that the bank, with which it has its bank account, where
the funds equivalent to the application amount are available for blocking is UPI 2.0 certified by
NPCI;
• If the first applicant is not the account holder, ensure that the Application Form is signed by the
account holder. Ensure that you have mentioned the correct bank account number in the Application
Form;
• Ensure that the signature of the First Bidder in case of joint Bids, is included in the Application Forms
• QIBs and Non-Institutional Bidders should submit their Bids through the ASBA process only.
Pursuant to SEBI circular dated November 01, 2018 and July 26, 2019, RII shall submit their bid by
using UPI mechanism for payment;
• Ensure that the name(s) given in the Application Form is/are exactly the same as the name(s) in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the
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 you request for and receive a stamped acknowledgement of the Application Form for all
your Bid options;
• Ensure that you have funds equal to the Bid Amount in the Bank Account maintained with the SCSB
before submitting the Application Form under the ASBA process or application forms submitted by
RIIs using UPI mechanism for payment, to the respective member of the Syndicate (in the Specified
Locations), the SCSBs, the Registered Broker (at the Broker Centers), the RTA (at the Designated
RTA Locations) or CDP (at the Designated CDP Locations);
• Submit revised Bids to the same Designated Intermediary, through whom the original Bid was placed
and obtain a revised acknowledgment;
• Bidders, other than RIBs using the UPI Mechanism, shall ensure that they have funds equal to the
Bid Amount in the ASBA Account maintained with the SCSB before submitting the ASBA Form to
the relevant Designated Intermediaries;
• Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the
courts, who, in terms of a SEBI circular dated June 30, 2008, may be exempt from specifying their
PAN for transacting in the securities market, and (ii) Bids by persons resident in the state of Sikkim,
who, in terms of a SEBI circular dated July 20, 2006, may be exempted from specifying their PAN
for transacting in the securities market, all Bidders should mention their PAN allotted under the I.T.
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

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 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;
• 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 outside India should be in compliance with applicable
foreign and Indian laws;
• Bidders should note that in case the DP ID, Client ID and the PAN mentioned in their Application
Form and entered into the online IPO system of the Stock Exchange by the relevant Designated
Intermediary, as the case may be, do not match with the DP ID, Client ID and PAN available in the
Depository database, then such Bids are liable to be rejected. Where the Application Form is
submitted in joint names, ensure that the beneficiary account is also held in the same joint names and
such names are in the same sequence in which they appear in the Application Form;
• Ensure that the Application Forms are delivered by the Bidders within the time prescribed as per the
Application Form and the Draft Red Herring Prospectus;
• Ensure that you have mentioned the correct ASBA Account number or UPI ID in the Application
Form;
• Ensure that you have mentioned the details of your own bank account for blocking of fund or your
own bank account linked UPI ID to make application in the Public Offer;
• Ensure that on receipt of the mandate request from sponsor bank, you have taken necessary step in
timely manner for blocking of fund on your account through UPI ID using UPI application;
• Ensure that you have correctly signed the authorization/undertaking box in the Application Form, or
have otherwise provided an authorization to the SCSB via the electronic mode, for blocking funds in
the ASBA
• Account equivalent to the Bid Amount mentioned in the Application Form at the time of submission
of the Bid;
• Ensure that you receive an acknowledgement from the concerned Designated Intermediary, for the
submission of your Application Form; and
• RIBs 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 RIB may be deemed to have
verified the attachment containing the application details of the RIB 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 Application Form;
• RIBs shall ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank
before 5:00 p.m. before the Bid / Offer Closing Date;
• RIBs who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with
the Designated Intermediaries, pursuant to which RIBs should ensure acceptance of the UPI Mandate
Request received from the Sponsor Bank to authorize blocking of funds equivalent to the revised Bid
Amount in the RIB’s ASBA Account;
• RIBs using the UPI Mechanism, who have revised their Bids subsequent to making the initial Bid,
should also approve the revised Mandate Request generated by the Sponsor Bank to authorize
blocking of funds equivalent to the revised Bid Amount and subsequent debit of funds in case of
Allotment in a timely manner; and
• Bids by Eligible NRIs and HUFs for a Bid Amount of a minimum application of 2 lots would be

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 considered under the Individual investor Portion, and Bids for more than 2 lots would be considered
under the Non-Institutional Portion, for the purposes of allocation in the Offer.

The Application Form is 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, is liable to be rejected.

Don’ts:

• Do not apply for lower than the minimum Application size;

• Do not apply at a Price Different from the Price Mentioned herein or in the Application Form
• Do not pay the Application Price in cash, cheque, by money order or by postal order or by stock
invest
• RIBs should not submit a Bid using the UPI Mechanism, unless the name of the bank where the bank
account linked to your UPI ID is maintained, is listed on the website of the SEBI at
[Link] ;
• RIB should not submit a Bid using the UPI Mechanism, using a Mobile App or UPI handle, not listed
on the website of SEBI at
[Link] ;
• Do not send Application Forms by post, instead submit the Designated Intermediary only;
• Do not submit the Application Forms to any non-SCSB bank or our Company;
• Do not apply on an Application Form that does not have the stamp of the relevant Designated
Intermediary;
• Do not submit the application without ensuring that funds equivalent to the entire application Amount
are blocked in the relevant ASBA Account;
• Do not fill up the Application Form such that the Equity Shares applied for exceeds the Offer Size
and/or investment limit or maximum number of Equity Shares that can be held under the applicable
laws or regulations or maximum amount permissible under the applicable regulations;
• Do not submit the General Index Register number instead of the PAN as the application is liable to
be rejected on this ground;
• Do not submit incorrect details of the DP ID, beneficiary account number and PAN or provide details
for a beneficiary account which is suspended or for which details cannot be verified by the Registrar
to the Offer.
• Do not submit applications on plain paper or incomplete or illegible Application Forms in a color
prescribed for another category of Applicant;
• All Investors submit their applications through the ASBA process only except as mentioned in SEBI
Circular No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019 &
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021;
• Do not make Applications if you are not competent to contract under the Indian Contract Act, 1872,
as amended.
• Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by
the NPCI in case of Bids submitted by RIB Bidders using the UPI Mechanism;
The Applications should be submitted on the prescribed Application Form is liable to be rejected if
the above instructions, as applicable, are not complied with

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OTHER INSTRUCTIONS

Joint Applications in the case of Individuals

Applications may be made in single or joint names (not more than three). In the case of joint
Applications, all payments will be made out in favour of the Applicant whose name appears first in the
Application Form or Revision Form. All communications will be addressed to the First Applicant and
will be dispatched to his or her address as per the Demographic Details received from the Depository.

Multiple Applications

An Applicant should submit only one Application (and not more than one) for the total number of Equity
Shares required. Two or more Applications will be deemed to be multiple Applications if the sole or
First Applicant is one and the same.

In this regard, the procedures which would be followed by the Registrar to the Issue to detect multiple
applications are given below:

(i) All applications are electronically strung on first name, address (1st line) and applicant’s status.
Further, these applications are electronically matched for common first name and address and if
matched, these arechecked manually for age, signature and father/ husband’s name to determine if
they are multiple applications.

(ii) Applications which do not qualify as multiple applications as per above procedure are further
checked for common DP ID/ beneficiary ID. In case of applications with common DP ID/ beneficiary
ID, are manually checked to eliminate possibility of data entry error to determine if they are multiple
applications.

(iii) Applications which do not qualify as multiple applications as per above procedure are further
checked for common PAN. All such matched applications with common PAN are manually checked
to eliminate possibility of data capture error to determine if they are multiple applications.

In case of a mutual fund, a separate Application can be made in respect of each scheme of the mutual
fund registered with SEBI and such Applications in respect of more than one scheme of the mutual fund
will not betreated as multiple Applications provided that the Applications clearly indicate the scheme
concerned for which the Application has been made.

In cases where there are more than 20 valid applications having a common address, such shares will be
kept in abeyance, post allotment and released on confirmation of know your client‘ norms by the
depositories. The Company reserves the right to reject, in our absolute discretion, all or any multiple
Applications in any or all categories.

After submitting an ASBA Application either in physical or electronic mode, an ASBA Applicant cannot
apply (either in physical or electronic mode) to either the same or another Designated Branch of the
SCSB. Submission of a second Application in such manner will be deemed a multiple Application and
would be rejected. More than one ASBA Applicant may apply for Equity Shares using the same ASBA
Account, provided that the SCSBs will not accept a total of more than five Application Forms with
respect to any single ASBA Account.

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Duplicate copies of Application Forms downloaded and printed from the website of the Stock Exchange
bearing the same application number shall be treated as multiple applications and are liable to be
rejected. The Company, in consultation with the BRLM reserves the right to reject, in its absolute
discretion, all or any multiple applications in any or all categories. In this regard, the procedure which
would be followed bythe Registrar to the Issue to detect multiple applications is given below:

1. All Applications will be checked for common PAN. For Applicants other than Mutual Funds and FII
subaccounts, Applications bearing the same PAN will be treated as multiple Applications and will
be rejected.
2. For Applications from Mutual Funds and FII sub-accounts, submitted under the same PAN, as well
as Applications on behalf of the Applicants for whom submission of PAN is not mandatory such as
the Central or State Government, an official liquidator or receiver appointed by a court and residents
of Sikkim, the Application Forms will be checked for common DP ID and Client ID.

PERMANENT ACCOUNT NUMBER OR PAN

Pursuant to the circular MRD/DoP/Circ 05/2007 dated April 27, 2007, SEBI has mandated Permanent
Account Number (PAN) to be the sole identification number for all participants transacting in the
securities market, irrespective of the amount of the transaction w.e.f. July 02, 2007. Each of the
Applicants should mention his/her PAN allotted under the IT Act. Bid submitted without this
information will be considered incomplete and are liable to be rejected. It is to be specifically noted that
Applicants should not submit the GIR number instead of the PAN, as the Application is liable to be
rejected on this ground.

RIGHT TO REJECT APPLICATIONS

In case of QIB Applicants, the Company in consultation with the BRLM may reject Applications
provided that the reasons for rejecting the same shall be provided to such Applicant in writing. In case
of Non-Institutional Applicants, Individual Applicants applied for minimum application size, the
Company has a right to reject Applications based on technical grounds.

GROUNDS FOR REJECTIONS

In addition to the grounds for rejection of Bids on technical grounds as provided in the General
Information Document, the bidders are advised to note that Bids are liable to be rejected inter alia on
the following technical grounds:

• Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
• Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form
• Bids submitted on a plain paper
• 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
• ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated
Intermediary
• 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);

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• Bids submitted without the signature of the First Bidder or sole Bidder
• The ASBA Form not being signed by the account holders, if the account holder is different from the
Bidder;
• 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;
• GIR number furnished instead of PAN;
• Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals
• Bids accompanied by stock invest, money order, postal order or cash; and
• Bids uploaded by QIBs after 4.00 pm on the QIB Bid/ Offer Closing Date and by Non-Institutional
Bidders uploaded after 4.00 p.m. on the Bid/ Offer Closing Date, and Bids by RIBs uploaded after
5.00 p.m. on the Bid/ Offer Closing Date, unless extended by the Stock Exchange
• Applications by OCBs;

IMPERSONATION

Attention of the applicants is specifically drawn to the provisions of section 38(1) of the Companies Act,
2013which is reproduced below:

Any person who:

a. makes or abets making of an application in a fictitious name to a company for acquiring, or

subscribingfor, its securities; or
b. makes or abets making of multiple applications to a company in different names or in different
combinations of his name or surname for acquiring or subscribing for its securities; or
c. otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to
him, orto any other person a fictitious name,

Shall be liable for action under section 447 of Companies Act, 2013 and shall be treated as Fraud.

SIGNING OF UNDERWRITING AGREEMENT

Vide an Underwriting agreement dated [●], this issue is 100% Underwritten.

FILING OF THE RED HERRING PROSPECTUS WITH THE ROC

The Company will file a copy of the Red Herring Prospectus with the Registrar of Companies, Delhi
and in terms of Section 26 of Companies Act, 2013.

EQUITY SHARES IN DEMATERIALISED FORM WITH NSDL/CDSL

To enable all shareholders of the Company to have their shareholding in electronic form, the Company
is in process of entering following tripartite agreements with the Depositories and the Registrar and
Share Transfer Agent:

1. The Company has entered into an agreement dated November 05, 2024 with the Central Depository
Services (India) Limited (CDSL), and the Registrar and Transfer Agent, who, in this case, is
Maashitla Securities Private Limited for the dematerialization of its shares.

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2. The Company has entered into an agreement dated January 31, 2025 with the National Securities
Depository Limited (NSDL) and the Registrar and Transfer Agent, who, in this case, is Maashitla
Securities Private Limited for the dematerialization of its shares.

The Company’s Equity shares bear an ISIN: INE19I001020.

An Applicant applying for Equity Shares must have at least one beneficiary account with either of the
Depository Participants of either NSDL or CDSL prior to making the Application.

• The Applicant must necessarily fill in the details (including the Beneficiary Account Number and
Depository Participant’s identification number) appearing in the Application Form or Revision Form.
• Allotment to a successful Applicant will be credited in electronic form directly to the beneficiary
account (with the Depository Participant) of the Applicant.
• Names in the Application Form or Revision Form should be identical to those appearing in the
account details in the Depository. In case of joint holders, the names should necessarily be in the
same sequence as they appear in the account details in the Depository.
• If incomplete or incorrect details are given under the heading ‘Applicants Depository Account
Details’ in the Application Form or Revision Form, it is liable to be rejected.
• The Applicant is responsible for the correctness of his or her Demographic Details given in the
Application Form vis à vis those with his or her Depository Participant.
• Equity Shares in electronic form can be traded only on the stock exchanges having electronic
connectivity with NSDL and CDSL. The Stock Exchange where our Equity Shares are proposed to
be listed has electronic connectivity with CDSL and NSDL.
• The allotment and trading of the Equity Shares of the Company would be in dematerialized form
only for all investors.

TERMS OF PAYMENT

The entire Issue price of Rs. [●]/- per share is payable on application. In case of allotment of lesser
number of Equity Shares than the number applied, the Registrar shall instruct the SCSBs or Sponsor
Bank to unblock the excess amount paid on Application to the Bidders.

SCSBs or Sponsor Bank will transfer the amount as per the instruction of the Registrar to the Public
Issue Account, the balance amount after transfer will be unblocked by the SCSBs or Sponsor Bank.

The applicants should note that the arrangement with Banker to the Issue or the Registrar or Sponsor
Bank is not prescribed by SEBI and has been established as an arrangement between our Company,
Banker to the Issue and the Registrar to the Issue to facilitate collections from the Applicants.

PAYMENT MECHANISM FOR APPLICANTS

The Bidders shall specify the bank account number in their Application Form and the SCSBs shall block
an amount equivalent to the Application Amount in the bank account specified in the Application Form
sent by the Sponsor Bank. The SCSB or Sponsor Bank shall keep the Application Amount in the relevant
bank account blocked until withdrawal/ rejection of the Application or receipt of instructions from the
Registrar to unblock the Application Amount. However Individual investor who applies for more than
2 lots shall neither withdraw nor lower the size of their applications at any stage. In the event of
Page 384 of 447
withdrawal or rejection of the Bid or for unsuccessful Bids, the Registrar to the Issue shall give
instructions to the SCSBs to unblock the application money in the relevant bank account within one day
of receipt of such instruction. The Application Amount shall remain blocked in the ASBA Account until
finalization of the Basis of Allotment in the Issue and consequent transfer of the Application Amount to
the Public Issue Account, or until withdrawal/ failure of the Issue or until rejection of the Application
by the ASBA Applicant, as the case may be.

Please note that, in terms of SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10,
2015 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, all the investors
applying in a public Offer shall use only Application Supported by Blocked Amount (ASBA) process
for application providing details of the bank account which will be blocked by the Self Certified
Syndicate Banks (SCSBs) for the same. Further, pursuant to SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 01, 2018, Individual Investors who applies for
minimum application size, applying in public offer may use either Application Supported by Blocked
Amount (ASBA) facility for making application or also can use UPI as a payment mechanism with
Application Supported by Blocked Amount for making application. SEBI through its circular
(SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022, has prescribed that all individual investors
applying in initial public offerings opening on or after May 1, 2022, where the application amount is up
to Rs. 5,00,000, may use UPI.

PAYMENT BY STOCK INVEST

In terms of the Reserve Bank of India Circular No. DBOD No. FSC BC 42/ 24.47.00/ 2003-04 dated
November 05, 2003; the option to use the stock invest instrument in lieu of cheques or banks for payment
of Application money has been withdrawn. Hence, payment through stock invest would not be accepted
in this Issue.

PAYMENT INTO ESCROW ACCOUNT(S) FOR ANCHOR INVESTORS

Our Company, in consultation with the BRLM, in its absolute discretion, will decide the list of Anchor
Investors to whom the CAN will be sent, pursuant to which the details of the Equity Shares allocated to
them in their respective names will be notified to such Anchor Investors. For Anchor Investors, the
payment instruments for payment into the Escrow Account should be drawn in favor of:

(a) In case of resident Anchor Investors: “[●]”; and

(b) In case of Non-Resident Anchor Investors: “[●]”.

Anchor Investors should note that the escrow mechanism is not prescribed by the SEBI and has been
established as an arrangement between our Company and the Syndicate, if any the Escrow Collection
Bank and the Registrar to the Offer to facilitate collections of Bid amounts from Anchor Investors

OFFER DOCUMENT TO BE MADE AVAILABLE TO PUBLIC

Subject to regulation 247 of Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) (Amendment) Regulations, 2025

1. The draft offer document filed with the SME exchange shall be made public for comments, if any,

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 for a period of at least twenty one days from the date of filing, by hosting it on the websites of our
company, NSE and Narnolia Financial Services Limited on [Link]
[Link] and [Link]

2. Our company shall, within two working days of filing the draft offer document with the NSE, make
a public announcement in one English national daily newspaper with wide circulation, one Hindi
national daily newspaper with wide circulation and one regional language newspaper with wide
circulation at the place where the registered office of our company is situated, disclosing the fact of
filing of the draft offer document with the exchange and inviting the public to provide their comments
to the exchange, the issuer or the lead manager in respect of the disclosures made in the draft offer
document.

PRE-ISSUE ADVERTISEMENT

Subject to Section 30 of the Companies Act, 2013 and Regulation 264 of SEBI (ICDR) Regulations,
2018, thecompany shall, after filing the Red Herring Prospectus with the RoC, publish a pre-Issue and
price band advertisement, in the form prescribed by the SEBI Regulations, in one widely circulated
English language national daily newspaper; one widely circulated Hindi language national daily
newspaper and one regional newspaper with wide circulation. In the pre-issue advertisement, we shall
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 and Regulation 264 of SEBI (ICDR) Regulations,
2018, shall be in the format prescribed in Part A of Schedule VI of the SEBI Regulations.

ISSUANCE OF ALLOTMENT ADVICE

On the Designated date, the SCSBs shall transfer the funds represented by allocation of equity shares
into public issue account with the banker to the issue. Upon approval of the basis of the allotment by
the Designated Stock Exchange, the Registrar to the Issue shall upload the same on its website. On the
basis of approved basis of allotment, the issuer shall pass necessary corporate action to facilitate the
allotment and credit of equity shares. Applicants are advised to instruct their respective depository
participants to accept the equity shares that may be allotted to them pursuant to the issue. Pursuant to
confirmation of such corporate actions the Registrar to the Issue will dispatch allotment advice to the
applicants who have been allotted equity shares in the issue. The dispatch of allotment advice shall be
deemed a valid, binding and irrevocable contract.

The Company will issue and dispatch letters of allotment/ securities certificates and/ or letters of regret
or credit the allotted securities to the respective beneficiary accounts, if any within a period of 4 working
days of the Issue Closing Date. The Issuer also ensures the credit of shares to the successful Applicants
Depository Account is completed within one working Day from the date of allotment, after the funds
are transferred from ASBA Public Issue Account to Public Issue account of the issuer

DESIGNATED DATE

On the Designated date, the SCSBs shall transfers the funds represented by allocations of the Equity
Shares into Public Issue Account with the Bankers to the Issue.

The Company will issue and dispatch letters of allotment/ or letters of regret along with refund order or
credit the allotted securities to the respective beneficiary accounts, if any within a period of 4 working

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days of the Issue Closing Date. The Company will intimate the details of allotment of securities to
Depository immediately on allotment of securities under relevant provisions of the Companies Act, 2013
or other applicable provisions, if any.

NAMES OF ENTITIES RESPONSIBLE FOR FINALISING THE BASIS OF ALLOTMENT IN

A FAIR AND PROPER MANNER

The authorised employees of the 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.

METHOD OF ALLOTMENT AS MAY BE PRESCRIBED BY SEBI FROM TIME TO TIME

Our Company will not make any allotment in excess of the Equity Shares offered through the offer
document except in case of oversubscription for the purpose of rounding off to make allotment, in
consultation with the Designated Stock Exchange. The allotment of Equity Shares to applicants other
than to the Individual Investors who applies for minimum application size 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.

DISPOSAL OF APPLICATION AND APPLICATION MONIES AND INTEREST IN CASE

OFDELAY

The company shall ensure the dispatch of allotment advice, instruction to SCSBs and give benefit to the
beneficiary account with Depository Participants and submit the documents pertaining to the allotment
to the stock exchange within one (1) working day of the date of allotment of equity shares.

The company shall use best efforts that all steps for completion of the necessary formalities for listing
and commencement of trading at Emerge platform of NSE, where the equity shares are proposed to be
listed are taken with Three (3) working days of the closure of the issue.

MODE OF REFUNDS

a) In case of ASBA Applicants: Within 3 (Three) Working Days of the Issue Closing Date, the Registrar
to the Issue may give instructions to SCSBs for unblocking the amount in ASBA Account on
unsuccessful Application, for any excess amount blocked on Application, for any ASBA application
withdrawn, rejected or unsuccessful or in the event of withdrawal or failure of the Offer

b) In the case of Applications from Eligible NRIs and FPIs, refunds, if any, may generally be payable
in Indian Rupees only and net of bank charges and/ or commission. If so desired, such payments in
Indian Rupees may be converted into U.S. Dollars or any other freely convertible currency as may
be permitted by the RBI at the rate of exchange prevailing at the time of remittance and may be
dispatched by registered post. The Company may not be responsible for loss, if any, incurred by the
applicant on account of conversion of foreign currency.

c) In case of Other Investors: Within Three Working Days of the Issue Closing Date, the Registrar to
the Issue may dispatch the refund orders for all amounts payable to unsuccessful Investors. In case
of Investors, the Registrar to the Offer may obtain from the depositories, the Applicants’ bank

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 account details, including the MICR code, on the basis of the DP ID, Client ID and PAN provided
by the Investors in their Investor Application Forms for refunds. Accordingly, Investors are advised
to immediately update their details as appearing on the records of their depositories. Failure to do so
may result in delays in dispatch of refund orders or refunds through electronic transfer of funds, as
applicable, and any such delay may be at the Investors’ sole risk and neither the Issuer, the Registrar
to the Issue, the Escrow Collection Banks, may be liable to compensate the Investors for any losses
caused to them due to any such delay, or liable to pay any interest for such delay.

MODE OF MAKING REFUNDS FOR APPLICANTS OTHER THAN ASBA APPLICANTS

The payment of refund, if any, may be done through various modes as mentioned below:

(i) NECS - Payment of refund may be done through NECS for Applicants having an account at any of
the centers specified by the RBI. This mode of payment of refunds may be subject to availability of
complete bank account details including the nine-digit MICR code of the applicant as obtained from the
Depository

(ii) NEFT - Payment of refund may be undertaken through NEFT wherever the branch of the Applicants’
bank is NEFT enabled and has been assigned the Indian Financial System Code (“IFSC”), which can be
linked to the MICR of that particular branch. The IFSC Code may be obtained from the website of RBI
as at a date prior to the date of payment of refund, duly mapped with MICR numbers. Wherever the
Applicants have registered their nine-digit MICR number and their bank account number while opening
and operating the demat account, the same may be duly mapped with the IFSC Code of that particular
bank branch and the payment of refund may be made to the Applicants’ through this method. In the
event NEFT is not operationally feasible, the payment of refunds may be made through any one of the
other modes as discussed in this section;

(iii) Direct Credit – Applicants having their bank account with the Refund Banker may be eligible to
receive refunds, if any, through direct credit to such bank account;

(iv) RTGS – Applicants having a bank account at any of the centres notified by SEBI where clearing
houses are managed by the RBI, may have the option to receive refunds, if any, through RTGS. The
IFSC code shall be obtained from the demographic details. Investors should note that on the basis of
PAN of the applicant, DP ID and beneficiary account number provided by them in the Application Form,
the Registrar to the Issue will obtain from the Depository the demographic details including address,
Investors’ account details, IFSC code, MICR code and occupation (hereinafter referred to as
“Demographic Details”). The bank account details for would be used giving refunds. Hence, Applicants
are advised to immediately update their bank account details as appearing on the records of the
Depository Participant. Please note that failure to do so could result in delays in dispatch/ credit of
refunds to Applicants at their sole risk and neither the BRLM or the Registrar to the Issue or the Escrow
Collection Bank nor the Company shall have any responsibility and undertake any liability for the same;

(v) Please note that refunds, on account of our Company not receiving the minimum subscription, shall
be credited only to the bank account from which the Bid Amount was remitted to the Escrow Bank. For
details of levy of charges, if any, for any of the above methods, Bank charges, if any, for cashing such
cheques, pay orders or demand drafts at other centers etc. Investors may refer to Red Herring Prospectus.

Page 388 of 447

INTEREST IN CASE OF DELAY IN ALLOTMENT OR REFUND

The Issuer shall make the Allotment within the period prescribed by SEBI. The Issuer shall pay interest
at the rate of 15% per annum if Allotment is not made and refund instructions have not been given to
the clearing system in the disclosed manner/instructions for unblocking of funds in the ASBA Account
are not dispatched within such times as maybe specified by SEBI.

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 in accordance with applicable law. Further, Investors shall be entitled to
compensation in the manner specified in the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 in case of delays in resolving
investor grievances in relation to blocking/unblocking of funds

UNDERTAKINGS BY OUR COMPANY

The Company undertakes the following:

1. that if our Company do not proceed with the Issue after the Issue Closing Date, the reason thereof
shall begiven as a public notice in the newspapers to be issued by our Company within two days of
the Issue Closing Date. The public notice shall be issued in the same newspapers in which the Pre-
Issue advertisement was published. The stock exchange on which the Equity Shares are proposed to
be listed shall also be informed promptly;
2. that if our Company withdraw the Issue after the Issue Closing Date, our Company shall be required
to file a fresh offer document with the RoC / SEBI, in the event our Company subsequently decides
to proceed with the Issue;
3. That the complaints received in respect of this Issue shall be attended to by us expeditiously and
satisfactorily;
4. That all steps shall be taken to ensure that listing and commencement of trading of the Equity Shares
at the Stock Exchange where the Equity Shares are proposed to be listed are taken within Three
Working Days of Issue Closing Date or such time as prescribed;
5. That the funds required for making refunds as per the modes disclosed or dispatch of allotment advice
by registered post or speed post shall be made available to the Registrar and Share Transfer Agent to
the Issue by our Company;
6. Where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the applicant within Three Working Days from the Offer Closing
Date, giving details of the bank where refunds shall be credited along with amount and expected date
of electronic credit of refund.
7. That no further Issue of Equity Shares shall be made till the Equity Shares issued through this Draft
Red Herring Prospectus are listed or until the Application monies are refunded on account of non-
listing, under-subscription etc.
8. That adequate arrangement shall be made to collect all Applications Supported by Blocked Amount
while finalizing the Basis of Allotment.
9. That if Allotment is not made within the prescribed time period under applicable law, the entire
subscription amount received will be 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 ICDR Regulations and applicable law for the delayed period;
10. That the letter of allotment/ unblocking of funds to the non-resident Indians shall be dispatched

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 within specified time; and

UTILIZATION OF ISSUE PROCEEDS

Our Board certifies that:

1. All monies received out of the Issue shall be credited/ transferred to a separate bank account other
than the bank account referred to in Section 40 of the Companies Act, 2013;
2. Details of all monies utilized out of the issue referred to in point 1 above shall be disclosed and
continued to be disclosed till the time any part of the issue proceeds remains unutilized under an
appropriate separate head in the balance-sheet of the issuer indicating the purpose for which such
monies had been utilized;
3. Details of all unutilized monies out of the Issue referred to in 1, if any shall be disclosed under the
appropriate head in the balance sheet indicating the form in which such unutilized monies have been
invested and
4. Our Company shall comply with the requirements of SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015 in relation to the disclosure and monitoring of the utilization of the
proceeds of the Issue.
5. Our Company shall not have recourse to the Issue Proceeds until the approval for listing and trading
of the Equity Shares from the Stock Exchange where listing is sought has been received.
6. Our Company undertakes that the complaints or comments received in respect of the Offer shall be
attended by our Company expeditiously and satisfactorily.

WITHDRAWAL OF THE ISSUE

Our Company, in consultation with the BRLM, reserves the right not to proceed with the Issue, in whole
or any part thereof at any time after the Issue Opening Date but before the Allotment, with assigning
reason thereof. The notice of withdrawal will be issued in the same newspapers where the pre-Issue
advertisements have appeared within Two working days of Issue Closing Date or such other time as
may be prescribedby SEBI, providing reasons for such decision and. The LM, through the Registrar to
the Issue, will instruct the SCSBs to unblock the ASBA Accounts within one Working Day from the
day of receipt of such instruction. Our Company shall also inform the same to the Stock Exchanges on
which Equity Shares are proposed to be listed. Notwithstanding the foregoing, the Issue is also subject
to obtaining the following:

1. The final listing and trading approvals of the Stock Exchange, which our Company shall apply for
after Allotment, and
2. The final RoC approval of the Prospectus after it is filed with the concerned RoC.

If our Company withdraws the Issue after the Issue Closing Date and thereafter determines that it will
proceedwith an initial public offering of Equity Shares, our Company shall file a fresh Draft Red Herring
prospectus with stock exchange.

COMMUNICATIONS

All future communications in connection with the Applications made in this Issue should be addressed
to the Registrar to the Issue quoting the full name of the sole or First Applicant, Application Form
number, Applicants Depository Account Details, number of Equity Shares applied for, date of

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Application form, name and address of the Designated intermediary to the Issue where the Application
and a copy of the acknowledgement slip. Investors can contact the Compliance Officer or the Registrar
to the Issue in case of any pre-issue or post issue related problems such as non-receipt of letters of
allotment, credit of allotted shares in the respective beneficiary accounts etc.

ISSUE PROCEDURE FOR ASBA (APPLICATION SUPPORTED BY BLOCKEDACCOUNT)

APPLICANTS

In accordance with the SEBI Circular No. CIR/CFD/POLICYCELL/11/2015 dated November 10,
2015 all the Applicants have to compulsorily apply through the ASBA Process. Our Company and
the BRLM are not liable for any amendments, modifications, or changes in applicable laws or
regulations, which may occur after the date of this Draft Red Herring Prospectus. ASBA
Applicants are advised to make their independent investigations and to ensure that the ASBA
Application Form is correctly filled up, as described in this section.

This section is for the information of investors proposing to subscribe to the Issue through the ASBA
[Link] Company and the BRLM are not liable for any amendments, modifications, or changes in
applicable laws or regulations, which may occur after the date of this Draft Red Herring Prospectus.
ASBA Applicants are advised to make their independent investigations and to ensure that the ASBA
Application Form is correctly filled up, as described in this section.

The lists of banks that have been notified by SEBI to act as SCSB (Self Certified Syndicate Banks) for
the ASBA Process are provided on
[Link] For details on designated
branches of SCSB collecting the Application Form, please refer the above-mentioned SEBI link.

ASBA PROCESS

A Resident Individual Investor who applies for minimum application size shall submit his Application
through an Application Form, either in physical or electronic mode, to the SCSB with whom the bank
account of the ASBA Applicant or bank account utilized by the ASBA Applicant (ASBA Account) is
maintained. The SCSB shall block an amount equal to the Application Amount in the bank account
specified in the ASBA Application Form, physical or electronic, on the basis of an authorization to this
effect given by the account holder at the time of submitting the Application. The Application Amount
shall remain blocked in the aforesaid ASBA Account until finalization of the Basis of Allotment in the
Issue and consequent transfer of the Application Amount against the allocated shares to the ASBA
Public Issue Account, or until withdrawal/failure of the Issue or until withdrawal/rejection of the ASBA
Application, as the case may be.

The ASBA data shall thereafter be uploaded by the SCSB in the electronic IPO system of the Stock
Exchange. Once the Basis of Allotment is finalized, the Registrar to the Issue shall send an appropriate
request to the Controlling Branch of the SCSB for unblocking the relevant bank accounts and for
transferring the amount allocable to the successful ASBA Applicants to the ASBA Public Issue Account.
In case of withdrawal/failure of the Issue, the blocked amount shall be unblocked on receipt of such
information from the LM.

ASBA Applicants are required to submit their Applications, either in physical or electronic mode. In
case of application in physical mode, the ASBA Applicant shall submit the ASBA Application Form at

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the Designated Branch of the SCSB. In case of application in electronic form, the ASBA Applicant shall
submit the Application Form either through the internet banking facility available with the SCSB, or
such other electronically enabled mechanism for applying and blocking funds in the ASBA account held
with SCSB, and accordingly registering such Applications.

Who can apply?

Please note that, in accordance with the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated
November 10, 2015 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018,
all the investors (Except Anchor investors) applying in a public issue shall use only Application
Supported by Blocked Amount (ASBA) facility for making payment. Further, pursuant to SEBI Circular
No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 08, 2019, Individual Investors who applies
for minimum application size, may use either Application Supported by Blocked Amount (ASBA)
process or UPI payment mechanism by providing UPI ID in the Application Form which is linked from
Bank Account of the investor.

Mode of Payment

Upon submission of an Application Form with the SCSB, whether in physical or electronic mode, each
ASBA Applicant shall be deemed to have agreed to block the entire Application Amount and authorized
the Designated Branch of the SCSB to block the Application Amount, in the bank account maintained
with the SCSB. Application Amount paid in cash, by money order or by postal order or by stock invest,
or ASBA Application Form accompanied by cash, money order, postal order or any mode of payment
other than blocked amounts in the SCSB bank accounts, shall not be accepted. After verifying that
sufficient funds are available in the ASBA Account, the SCSB shall block an amount equivalent to the
Application Amount mentioned in the ASBA Application Form till the Designated Date. On the
Designated Date, the SCSBs shall transfer the amounts allocable to the ASBA Applicants from the
respective ASBA Account, in terms of the SEBI Regulations, into the Public Issue Account. The balance
amount, if any against the said Application in the ASBA Accounts shall then be unblocked by the SCSBs
on the basis of the instructions issued in this regard by the Registrar to the Issue. The entire Application
Amount, as per the Application Form submitted bythe respective ASBA Applicants, would be required
to be blocked in the respective ASBA Accounts until finalization of the Basis of Allotment in the Issue
and consequent transfer of the Application Amount against allocated shares to the Public Issue Account,
or until withdrawal/failure of the Issue or until rejection of the ASBA Application, as the case may be.

Unblocking of ASBA Account

On the basis of instructions from the Registrar to the Issue, the SCSBs shall transfer the requisite amount
against each successful ASBA Applicant to the Public Issue Account as per the provisions of section
40(3) of the Companies Act, 2013 and shall unblock excess amount, if any in the ASBA Account.
However, the Application Amount may be unblocked in the ASBA Account prior to receipt of intimation
from the Registrar to the Issue by the Controlling Branch of the SCSB regarding finalization of the Basis
of Allotment in the Issue, in the event of withdrawal/failure of the Issue or rejection of the ASBA
Application, as the case may be.

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 RESTRICTION 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 in different sectors of the Indian economy,
FEMA regulates the precise manner in which such investment may be made. Under the Industrial Policy,
unless specifically restricted, foreign investment is freely permitted in all sectors of Indian economy up
to any extent and without any prior approvals, but the foreign investor is required to follow certain
prescribed procedures for making such investment. Foreign investment is allowed up to 100% under
automatic route in our Company.

The Government has from time to time made policy pronouncements on FDI through press notes and
press releases. The Department of Industrial Policy and Promotion, Ministry of Commerce and Industry,
Government of India (DIPP), issued consolidates FDI Policy, which with effect from August 28, 2017
consolidates and supersedes all previous press notes, press releases and clarifications on FDI issued by
the DIPP that were in force and effect as on August 27, 2017. The Government proposes to update the
consolidated circular on FDI Policy once every year and therefore, the Consolidation FDI Policy will
be valid until the DIPP issues an updated circular.

The transfer of shares by an Indian resident to a Non-Resident does not require the prior approval of the
FIPB or the RBI, provided that (i) the activities of the investee company are under the automatic route
under the Consolidated FDI Policy and transfer does not attract the provisions of the SEBI (Substantial
Acquisition of Shares and Takeovers) Regulations, 2011; (ii) the non-resident shareholding is within the
sectoral limits under the Consolidated FDI Policy; and (iii) the pricing is in accordance with the
guidelines prescribed by SEBI/RBI.

As per the existing policy of the Government of India, OCBs cannot participate in this Issue. The
Equity Shares offered in the Issue have not been and will not be registered under the Securities
Act and may not be offered or sold within the United States, except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act and
applicable U.S. state securities laws.

Accordingly, the Equity Shares are being offered and sold (i) within the United States to persons
reasonably believed to be “qualified institutional investors” (as defined in Rule 144A under the
Securities Act) pursuant to Rule 144A under the Securities Act or other applicable exemption
under theSecurities Act and (ii) outside the United States in offshore transactions in reliance on
Regulations under the Securities Act and the applicable laws of the jurisdictions where such offers
and sales occur.

The above information is given for the benefit of the Applicants. 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 this Draft Red Herring Prospectus. Applicants are advised to
make their independent investigations and ensure that the Applications are not in violation of laws
or regulations applicable to them.

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 ISSUE STRUCTURE

This Issue has been made in terms of Regulation 229(1) of Chapter IX of SEBI ICDR Regulations whereby,
our post-issue Paid up capital is more than ten crore rupees and upto twenty-five crore rupees. The Company
shall issue specified securities to the public and propose to list the same on the Small and Medium Enterprise
Exchange ("SME Exchange", in this case being the Emerge Platform of NSE Limited). For further details
regarding the salient features and terms of this Offer, please refer to the chapter titled "Terms of the Issue"
and "Issue Procedure" beginning on page 347 and 357 of this Draft Red Herring Prospectus.

Present Issue Structure

Initial public offering up to 49,69,600 equity shares of Rs. 10/- each (“equity shares”) of Exim Routes Limited
(“ERL” or the “Company”) for cash at a price of Rs. [●]/- per equity share (the “issue price”), aggregating
to Rs. [●] lakhs (“the issue”). Out of the issue, 2,49,600 equity shares aggregating to Rs. [●] lakhs will be
reserved for subscription by market maker (“market maker reservation portion”). The issue less the market
maker reservation portion i.e. Issue of 49,69,600 equity shares of face value of Rs. 5/- each at an issue price
of Rs. [●]/- per equity share aggregating to Rs. [●] lakhs hereinafter referred to as the “net issue”. The issue
and the net issue will constitute 26.50 % and 25.17 %, respectively of the post issue paid up equity share
capital of our company.

Individual
Market Maker Investors who
Particulars of Non – Institutional
Reservation QIBs applies for
the Issue Investors
Portion minimum
application size
Number of Equity 2,49,600 Equity [●] Equity shares [●] Equity shares [●] Equity shares
Shares available shares
for allocation
Percentage of 5.02 % of the Not more than 50.00% Not less than Not less than
Issue Size issue size of the Net offer size 15.00% of the 35.00% shall be
available for shall be available for Offer shall be available for
allocation allocation to QIBs. available for allocation.
However, up to 5.00% allocation.
of net QIB Portion
(excluding the Anchor
Investor Portion) will
be available for
allocation
proportionately to
Mutual Fund only. Up
to 60.00% of the QIB
Portion may be
available for allocation
to Anchor Investors
and one third of the
Anchor Investors
Portion shall be
Page 394 of 447
 available for allocation
to domestic mutual
funds only.
Basis of Firm Allotment Proportionate as The allocation shall Allotment to each
Allotment follows (excluding the be as follows: Individual investor
Anchor Investor (a) one third of who applies for
Portion: (a) up to [●] the portion minimum
Equity Shares, shall be available to non- application size
available for allocation institutional shall not be less
on a proportionate investors shall be than 2 lots, subject
basis to Mutual Funds reserved for to availability of
only; and; (b) [●] applicants with Equity Shares in
Equity shares shall be application size of their Portion and the
allotted on a more than two lots remaining available
proportionate basis to and up to such lots Equity Shares if
all QIBs including equivalent to not any, shall be
Mutual Funds more than ₹10 allotted on a
receiving allocation as lakhs; proportionate basis.
per (a) above [●] (b) two thirds For details see,
Equity Shares may be of the portion “Offer Procedure”
allocated on a available to non- on page No. 357.
discretionary basis to institutional
Anchor Investors For investors shall be
further details please reserved for
refer to the section applicants with
titled “Offer application size of
Procedure” beginning more than ₹10
on page No. 357. lakhs.
Mode of All the applicants shall make the application (Online or Physical) through the ASBA
Application Process only (including UPI mechanism for Individual Investors who applies for
minimum application size using Syndicate ASBA).
Minimum Bid [●] Equity Such number of Equity Such number of [●] Equity Shares
Size Shares Shares and in multiples Equity Shares and and in multiple of
of [●] Equity Shares in multiples of [●] [●] Equity shares
Equity Shares Constituting
minimum 2 lots so
that the Bid amount
exceeds Rs.
2,00,000.
Maximum [●] Equity Such number of Equity Such number of Such number of
Application Size Shares Shares in multiples of Equity Shares in Equity Shares in
[●] Equity Shares not multiples of [●] multiples of [●]
exceeding the size of Equity Shares not Equity Shares
the Net Issue, subject exceeding the size Constituting
to applicable limits. of the issue minimum 2 lots so
(excluding the QIB that the Bid amount
portion), subject to exceeds Rs.
limits as applicable 2,00,000.

Page 395 of 447

 to the Bidder.
Mode of Dematerialized Form
Allotment
Trading Lot [●] Equity [●] Equity Shares and [●] Equity Shares [●] Equity Shares
Shares, in and in multiples and in multiples
however, the multiples thereof thereof thereof
Market Maker
may accept odd
lots if any
in the market as
required under
the SEBI ICDR
Regulations
Terms of Payment Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder
or by the Sponsor Bank through the UPI Mechanism that is specified in the ASBA Form
at the time of submission of the ASBA Form.

Note:
1. In case of joint application, the Application Form should contain only the name of the First Applicant
whose name should also appear as the first holder of the beneficiary account held in joint names. The
signature of only such First Applicant would be required in the Application Form and such First Applicant
would be deemed to have signed on behalf of the joint holders.
2. Applicants will be required to confirm and will be deemed to have represented to our Company, the BRLM,
their respective directors, officers, agents, affiliates and representatives that they are eligible under
applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares in this Issue.
3. SCSBs applying in the Issue must apply through an ASBA Account maintained with any other SCSB.

Lot Size

SEBI vide circular CIR/MRD/DSA/06/2012 dated February 21, 2012 (the Circular) standardized the lot size
for Initial Public Offer proposing to list on Emerge exchange/platform and for the secondary market trading
on such exchange/platform, as under:

Issue Price (in Rs. ) Lot Size (No. of shares)

Upto 14 10000
More than 14 upto 18 8000
More than 18 upto 25 6000
More than 25 upto 35 4000
More than 35 upto 50 3000
More than 50 upto 70 2000
More than 70 upto 90 1600
More than 90 upto 120 1200
More than 120 upto 150 1000
More than 150 upto 180 800
More than 180 upto 250 600
More than 250 upto 350 400
More than 350 upto 500 300

Page 396 of 447

 More than 500 upto 600 240
More than 600 upto 750 200
More than 750 upto 1000 160
Above 1000 100

Further to the Circular, at the initial public offer stage the Registrar to Issue in consultation with BRLM, our
Company and NSE shall ensure to finalize the basis of allotment in minimum lots and in multiples of minimum
lot size, as per the above given table. The secondary market trading lot size shall be the same, as shall be the
initial public offer lot size at the application/allotment stage, facilitating secondary market trading.* 50% of
the shares offered are reserved for applications below Rs.2.00 lakh and the balance for higher amount
applications.

WITHDRAWAL OF THE ISSUE

In accordance with SEBI (ICDR) Regulations, the Company, in consultation with the Book Running Lead
Manager, reserves the right to not to proceed with the Issue at any time before the Bid/Issue Opening Date,
without assigning any reason thereof.

In case, the Company wishes to withdraw the Issue after Bid/ Issue Opening but before allotment, the Company
will give public notice giving reasons for withdrawal of Issue. The public notice will appear in two widely
circulated national newspapers (one each in English and Hindi) and one in regional newspaper, where the
Registered office of the Company is situated.

The Book Running Lead Manager, through the Registrar to the Issue, will instruct the SCSBs, to unblock the
ASBA Accounts within one Working Day from the day of receipt of such instruction. The notice of withdrawal
will be issued in the same newspapers where the pre-Issue advertisements have appeared and the Stock
Exchange will also be informed promptly. If our Company withdraws the Issue after the Bid/ Issue Closing
Date and subsequently decides to undertake a public offering of Equity Shares, our Company will file a fresh
Draft Red Herring Prospectus with the stock exchange where the Equity Shares may be proposed to be listed.
Notwithstanding the foregoing, the Issue is subject to obtaining (i) the final listing and trading approval of the
Stock Exchange, which our Company will apply for only after Allotment; and (ii) the registration of Draft Red
Herring Prospectus/ Red Herring Prospectus with RoC.

JURISDICTION

Exclusive jurisdiction for the purpose of this Issue is with the competent courts/authorities at Haryana.

ISSUE PROGRAMME

ISSUE OPENING DATE [●]

ISSUE CLOSING DATE [●]

Applications and any revisions to the same will be accepted only between 10.00 a.m. to 5.00 p.m. (Indian
Standard Time) during the Issue Period at the Application Centres mentioned in the Application Form, or in
the case of ASBA Applicants, at the Designated Bank Branches except that on the Issue closing date when
applications will be accepted only between 10.00 a.m. to 2.00 p.m.

In case of discrepancy in the data entered in the electronic book vis a vis the data contained in the physical bid
Page 397 of 447
form, for a particular bidder, the detail as per physical application form of that bidder may be taken as the
final data for the purpose of allotment.

Standardization of cut-off time for uploading of applications on the issue closing date:

(a) A standard cut-off time of 3.00 PM for acceptance of applications.

(b) A standard cut-off time of 4.00 PM for uploading of applications received from Individual applicants
applying for more than 2 lots [Link], HNIs and employees (if any).

A standard cut-off time of 5.00 PM for uploading of applications received from only Individual investors who
applies for minimum application size, may be extended up to such time as deemed fit by Stock Exchanges
after taking into account the total number of applications received upto the closure of timings and reported by
BRLM to the Exchange within half an hour of such closure.

Applications will be accepted only on Working Days, i.e., Monday to Friday (excluding any public holiday).

This space has been left blank intentionally.

Page 398 of 447

 SECTION IX - MAIN PROVISION OF ARTICLE OF ASSOCIATION

THE COMPANIES ACT, 2013

(Company Limited by Shares)

ARTICLES OF ASSOCIATION

OF

EXIM ROUTES LIMITED

PRELIMINARY

1. The Regulations contained in Table F in Schedule I to the Companies Act, 2013 shall apply to the
Company and the Regulations herein contained shall be the regulations for the management of the
Company and for the observance of its members and their representatives. They shall be binding on
the Company and its members as if they are the terms of an agreement between them.

INTERPRETATION

2. (i) In these Regulations: -

(a) "Company" means EXIM ROUTES LIMITED

(b) "Office" means the Registered Office of the Company.

(c) the Act” means the “Companies Act, 2013 and every statutory modification or re-enactment thereof
and references to Sections of the Act shall be deemed to mean and include references to sections
enacted in modification or replacement thereof.

(d) “these Regulations” means these Articles of Associations as originally framed or as altered, from
time to time.

(e) “the Seal” means the common seal and stamp of the Company.

(f) Words imparting the singular shall include the plural and vice versa, words imparting the masculine
gender shall include the feminine gender and words imparting persons shall includes bodies corporate
and all other persons recognized by law as such.

(g) “month” means a calendar month and “year” means financial year respectively.

(h) Expressions referring to writing shall be construed as including references to printing, lithography,
photography, and other modes of representing or reproducing words in a visible form.

Page 399 of 447

(i) Unless the context otherwise requires, the words or expressions contained in these regulations shall
bear the same meaning as in the Act or any statutory modifications thereof, in force at the date at
which these regulations become binding on the Company.

(j) The Company is a “Public Company” within the meaning of Section 2(71) of the Companies Act,
2013 and accordingly means a company which-

a) is not a private company;

b) has minimum paid up share capital, as may be prescribed.

Article Particulars
No.
CAPITAL AND INCREASE AND REDUCTION OF CAPITAL
3. The Authorized Share Capital of the Company shall be such amount as may Authorized
be mentioned in Clause V of Memorandum of Association of the Capital
Company from time to time.
4. The Company may in General Meeting from time to time by Ordinary Increase of
Resolution increase its capital by creation of new Shares which may be capital by
unclassified and may be classified at the time of issue in one or more classes the
and of such amount or amounts as may be deemed expedient. The new Company
Shares shall be issued upon such terms and conditions and with such rights how carried
and privileges annexed thereto as the resolution shall prescribe and in into effect
particular, such Shares may be issued with a preferential or qualified right
to dividends and in the distribution of assets of the Company and with a
right of voting at General Meeting of the Company in conformity with
Section 47 of the Act. Whenever the capital of the Company has been
increased under the provisions of this Article the Directors shall comply with
the provisions of Section 64 of the Act.
5. Except so far as otherwise provided by the conditions of issue or by these New Capital
Presents, any capital raised by the creation of new Shares shall be considered same as
as part of the existing capital, and shall be subject to the provisions herein existing
contained, with reference to the payment of calls capital
and installments, forfeiture, lien, surrender, transfer and transmission, voting
and otherwise.
6. The Board shall have the power to issue a part of authorized capital by way Non-Voting
of non-voting Shares at price(s) premia, dividends, eligibility, volume, Shares
quantum, proportion and other terms and conditions as they deem fit, subject
however to provisions of law, rules, regulations, notifications and
enforceable guidelines for the time being in force.
7. Subject to the provisions of the Act and these Articles, the Board of Redeemable
Directors may issue redeemable preference shares to such persons, on Preference
such terms and conditions and at such times as Directors think fit either Shares
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.

Page 400 of 447

 8. The holder of Preference Shares shall have a right to vote only on Voting
Resolutions, which directly affect the rights attached to his Preference rights of
Shares. preference
shares
9. On the issue of redeemable preference shares under the provisions of Article Provisions
7 hereof, the following provisions-shall take effect: to apply on
(a) No such Shares shall be redeemed except out of profits of which would issue of
otherwise be available for dividend or out of proceeds of a fresh issue Redeemable
of shares made for the purpose of the redemption; Preference
(b) No such Shares shall be redeemed unless they are fully paid; Shares
(c) Subject to section 55(2)(d)(i) the premium, if any payable on
redemption shall have been provided for out of the profits of the
Company or out of the Company's security premium account, before
the Shares are redeemed;
(d) Where any such Shares are redeemed otherwise then out of the
proceeds of a fresh issue, there shall out of profits which would
otherwise have been available for dividend, be transferred to a
reserve fund, to be called "the Capital Redemption Reserve
Account", a sum equal to the nominal amount of the Shares
redeemed, and the provisions of the Act relating to the reduction of
the share capital of the Company shall, except as provided in Section
55of the Act apply as if the Capital Redemption Reserve Account
were paid-up share capital of the Company; and
(e) Subject to the provisions of Section 55 of the Act, the redemption of
preference shares hereunder may be effected in accordance with the
terms and conditions of their issue and inthe absence of any specific
terms and conditions in that behalf, in such manner as the Directors may
think fit. The
reduction of Preference Shares under the provisions by the Company
shall not be taken as reducing the amount of its Authorized Share
Capital.

10. The Company may (subject to the provisions of sections 52, 55, 66, both Reduction
inclusive, and other applicable provisions, if any, of the Act) from time to of capital
time by Special Resolution reduce

(a) the share capital;

(b) any capital redemption reserve account; or
(c) any security premium account

In any manner for the time being, authorized by law and in particular
capital may be paid off on the footing that it may be called up again or
otherwise. This Article is not to derogate from any power the
Company would have, if it were omitted.

11. Any debentures, debenture-stock or other securities may be issued at a Debentures

discount, premium or otherwise and may be issued on condition that they
shall be convertible into shares of any denomination and with any

Page 401 of 447

 privileges and conditions as to redemption, surrender, drawing, allotment
of shares, attending (but not voting) at the General Meeting, appointment
of Directors and otherwise. Debentures with the right to conversion into
or allotment of shares shall be issued only with the consent of the
Company in the General Meeting by a Special Resolution.

12. The Company may exercise the powers of issuing sweat equity shares Issue of
conferred by Section 54 of the Act of a class of shares already issued Sweat
subject to such conditions as may be specified in that sections and rules Equity
framed thereunder. Shares

13. The Company may issue shares to Employees including its Directors ESOP
other than independent directors and such other persons as the rules may
allow, under Employee Stock Option Scheme (ESOP) or any other
scheme, if authorized by a Special Resolution of the Company in general
meeting subject to the provisions of the Act, the Rules and applicable
guidelines made there under, by whatever name called.

14. Notwithstanding anything contained in these articles but subject to the Buy Back of
provisions of sections 68 to 70 and any other applicable provision of the shares
Act or any other law for the time being in force, the company may purchase
its own shares or other specified securities.

15. Subject to the provisions of Section 61 of the Act, the Company in general Consolidati
meeting may, from time to time, sub-divide or consolidate all or any of on, Sub-
the share capital into shares of larger amount than its existing share or sub- Division
divide its shares, or any of them into shares of smaller amount than is fixed and
by the Memorandum; subject nevertheless, to the provisions of clause (d) of Cancellatio
sub-section (1) of Section 61; Subject as aforesaid the Company in general n
meeting may also cancel shares which have not been taken or agreed to
be taken by any person and diminish the amount of its share capital by the
amount of the shares so cancelled.

16. Subject to compliance with applicable provision of the Act and rules framed Issue of
thereunder the company shall have power to issue depository receipts in any Depository
foreign country. Receipts

17. Subject to compliance with applicable provision of the Act and rules framed Issue of
thereunder the company shall have power to issue any kind of securities as Securities
permitted to be issued under the Act and rules framed
thereunder.

MODIFICATION OF CLASS RIGHTS

Page 402 of 447

18. (a) If at any time the share capital, by reason of the issue of Preference Modificatio
Shares or otherwise is divided into different classes of shares, all or any of n of rights
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 New Issue
Share, if any) of any class issued with preferred or other rights or privileges of Shares
shall, unless otherwise expressly provided by the terms of the issue of shares not to affect
of that class, be deemed not to be modified, commuted, affected, abrogated, rights
dealt with or varied by the creation or issue of further shares ranking pari attached to
passu therewith. existing
shares of
that class.
19. Subject to the provisions of Section 62 of the Act and these Articles, the Shares at
shares in the capital of the company for the time being shall be under the the disposal
control of the Directors who may issue, allot or otherwise dispose of the same of the
or any of them to such persons, in such proportion and on such terms and Directors.
conditions and either at a premium or at par and at such time as they may
from time to time think fit and with the sanction of the company in the
General Meeting to give to any person or persons the option or right to call
for any shares either at par or premium during such time and for such
consideration as the Directors think fit, and may issue and allot shares in the
capital of the company on payment in full or part of any property sold and
transferred or for any services rendered to the company in the conduct of
its business and any shares which may so be allotted may be issued as
fully paid up shares and if so issued, shall be deemed to be fully paid
shares.
20. The Company may issue shares or other securities in any manner Power to
whatsoever including by way of a preferential offer, to any persons issue shares on
whether or not those persons include the persons referred to in clause preferential
basis.
(a) or clause (b) of sub-section (1) of section 62 subject to compliance
with section 42 and 62 of the Act and rules framed thereunder.
21. The shares in the capital shall be numbered progressively according to their Shares
several denominations, and except in the manner hereinbefore should be
mentioned no share shall be sub-divided. Every forfeited or surrendered Numbered
share shall continue to bear the number by which the same was progressivel
originally distinguished. y and no

Page 403 of 447

 share to
be
subdivided.

22. An application signed by or on behalf of an applicant for shares in Acceptance

the Company, followed by an allotment of any shares therein, shall be an of Shares.
acceptance of shares within the meaning of these Articles, and every
person who thus or otherwise accepts any shares and whose name is on
the Register shall for the purposes of these Articles, be a Member.
23. Subject to the provisions of the Act and these Articles, the Directorsmay Directors
allot and issue shares in the Capital of the Company as payment or part may allot
payment for any property (including goodwill of any business) sold or shares as
transferred, goods or machinery supplied or for services rendered to the fully paid-
Company either in or about the formation or promotion of the Company or up
the conduct of its business and any shares which may be so allotted may
be issued as fully paid-up or partly paid-up otherwise than in cash, and
if so issued, shall be deemed to be fully paid-up or partly paid-up shares as
aforesaid.
24. The money (if any) which the Board shall on the allotment of any shares Deposit and
being made by them, require or direct to be paid by way of deposit, call call etc. to
or otherwise, in respect of any shares allotted by them shall become a be a debt
debt due to and recoverable by the Company from the allottee thereof, payable
and shall be paid by him, accordingly. immediately
.
25. Every Member, or his heirs, executors, administrators, or legal Liability of
representatives, shall pay to the Company the portion of the Capital Members.
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.
26. Shares may be registered in the name of any limited company or other Registration
corporate body but not in the name of a unregistered firm, an insolvent of Shares.
person or a person of unsound mind.
RETURN ON ALLOTMENTS TO BE MADE OR RESTRICTIONS ONALLOTMENT
27. The Board shall observe the restrictions as regards allotment of shares to
the public, and as regards return on allotments contained in Sections 39
of the Act
CERTIFICATES
28. (a) Every member shall be entitled, without payment, to one or more Share
certificates in marketable lots, for all the shares of each class or Certificates
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 monthof the receipt of application for
registration of transfer, transmission, sub-division, consolidation or

Page 404 of 447

 renewal of any of its shares as the case may be. Every certificate of
shares shall be under the seal of the company and shall specify the
number and distinctive numbers of shares in respect of which it is issued
and amount paid-up thereon and shall be in such form as the directors
may prescribe or approve, provided that in respect of a share or shares
held jointly by several persons, the company shall not be bound to issue
more than one certificate and delivery of a certificate of shares to one
of several joint holders shall be sufficient delivery to all such holder.
Such certificate shall be issued only in pursuance of a resolution
passed by the Board and on surrender to the Company of its letter of
allotment or its fractional coupons of requisite value, save in cases
of issues against letter of acceptance or of renunciation or in cases
of issue of bonus shares. Every such certificate shall be issued under
the seal of the Company, which shall be affixed in the presence of two
Directors or persons acting on behalf of the Directors under a duly
registered power of attorney and the Secretary or some other person
appointed by the Board for the purpose and two Directors or their
attorneys and the Secretary or other person shall sign the share
certificate, provided that if the composition of the Board permits of it,
at least one of the aforesaid two Directors shall be a person other than
a Managing or whole-time Director. Particulars of every share
certificate issued shall be entered in the Register of Members against the
name of the person, to whom it has been issued, indicating the date of
issue.
(b) Any two or more joint allottees of shares shall, for the purpose ofthis
Article, be treated as a single member, and the certificate of any shares
which may be the subject of joint ownership, may be delivered to
anyone of such joint owners on behalf of all of them. For any further
certificate the Board shall be entitled, but shall not be bound, to
prescribe a charge not exceeding Rupees Fifty. The Company shall
comply with the provisions of Section 39 of the Act.
(c) A Director may sign a share certificate by affixing his signature thereon
by means of any machine, equipment or other mechanical means, such
as engraving in metal or lithography, but not by means of a rubber stamp
provided that the Director shall be responsible for the safe custody of
such machine, equipment or other material used for the purpose.
(d) When a new Share certificate has been issued in pursuance of the
preceding clause of this Article, it shall state on the face of it and
against the stub or counterfoil to the effect that it is - “Issued in lieu of
Share Certificate No. sub-divided/replaced/on consolidation of Shares”.

29. If any certificate be worn out, defaced, mutilated or torn or if there be Issue of new
no further space on the back thereof for endorsement of transfer, then certificates
upon production and surrender thereof to the Company, a new in place of
Certificate may be issued in lieu thereof, and if any certificate lost or those
destroyed then upon proof thereof to the satisfaction of the company and defaced, lost
on execution of such indemnity as the company deem adequate, being or
given, a new Certificate in lieu thereof shall be given to the party entitled destroyed.

Page 405 of 447

 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.

30. (a) If any share stands in the names of two or more persons, the person first The first
named in the Register shall as regard receipts of dividends or bonus or named joint
service of notices and all or any other matter connected with the holder
Company except voting at meetings, and the transfer of the shares, be deemed Sole
deemed sole holder thereof but the joint- holders of a share shall be holder.
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 Maximum
the joint holders of any share. number of
joint
holders.
31. Except as ordered by a Court of competent jurisdiction or as by law required, Company
the Company shall not be bound to recognise any equitable, contingent, not bound
future or partial interest in any share, or (except only as is by these Articles to recognize
otherwise expressly provided) any right in respect of a share other than an any interest
absolute right thereto, in accordance with these Articles, in the person from in share
time to time registered as the holder thereof but the Board shall be at liberty other than
at its sole discretion to register any share in the joint names of any two or that of
more persons or the survivor or registered
survivors of them. holders.

32. If by the conditions of allotment of any share the whole or part of the amount Installment
or issue price thereof shall be payable by installment, every such installment on shares to
shall when due be paid to the Company by the person who for the time being be duly
and from time to time shall be the registered holder of the share or his legal paid.
representative.

UNDERWRITING AND BROKERAGE

Page 406 of 447

33. Subject to the provisions of Section 40 (6) of the Act, the Company Commission
may at any time pay a commission to any person in consideration of
his subscribing or agreeing, to subscribe (whether absolutely or
conditionally) for any shares or debentures in the Company, or
procuring, or agreeing to procure subscriptions (whether absolutely
or conditionally) for any shares or debentures in the Company but
so that the commission shall not exceed the maximum rates laid
down by the Act and the rules made in that regard. Such
commission may be satisfied by payment of cash or by
allotment of fully or partly paid shares or partly in one way and
partly in the other.

34. The Company may pay on any issue of shares and debentures Brokerage
such brokerage as may be reasonable and lawful.

CALLS
35. (1) The Board may, from time to time, subject to the terms on Directors may
which any shares may have been issued and subject to the make calls
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.

36. Fifteen days’ notice in writing of any call shall be given by the Notice of Calls
Company specifying the time and place of payment, and the
person or persons to whom such call shall be paid.

37. A call shall be deemed to have been made at the time when the Calls to date
resolution of the Board of Directors authorising such call was from resolution.
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.

38. Whenever any calls for further share capital are made on shares, Calls on uniform
such calls shall be made on uniform basis on all shares falling under basis.
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.

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39. The Board may, from time to time, at its discretion, extend the time Directors may
fixed for the payment of any call and may extend such time as to all extend time.
or any of the members who on account of the residence at a distance
or other cause, which the Board may deem fairly entitled to such
extension, but no member shall be entitled to such extension save
as a matter of grace and favour.

40. If any Member fails to pay any call due from him on the day Calls to carry
appointed for payment thereof, or any such extension thereof as interest.
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.

41. If by the terms of issue of any share or otherwise any amount is Sums deemed to
made payable at any fixed time or by installments at fixed time be calls.
(whether on account of the amount of the share or by way of
premium) every such amount or installment shall be payable as if it
were a call duly made by the Directors and of which due notice
has been given and all the provisions herein contained in respect of
calls shall apply to such amount or installment accordingly.

42. On the trial or hearing of any action or suit brought by the Proof on trial of
Company against any Member or his representatives for the suit for money
recovery of any money claimed to be due to the Company in due on shares.
respect of his shares, if shall be sufficient to prove that the name of
the Member in respect of whose shares the money is sought to be
recovered, appears entered on the Register of Members as the
holder, at or subsequent to the date at which the money is sought
to be recovered is alleged to have become due on the share in
respect of which such money is sought to be recovered in the
Minute Books: and that notice of such call was duly given to the
Member or his representatives used in pursuance of these Articles:
and that it shall not be necessary to prove the appointment of the
Directors who made such call, nor that a quorum of Directors was
present at the Board at which any call was made was duly convened
or constituted nor any other matters whatsoever, but the proof of the
matters aforesaid shall be conclusive evidence of the debt.

43. Neither a judgment nor a decree in favour of the Company for calls Judgment,
or other moneys due in respect of any shares nor any part payment or decree, partial
satisfaction thereunder nor the receipt by the Company of a portion payment motto
of any money which shall from time to time be due from any proceed for
Member of the Company in respect of his shares, either by way of forfeiture.
principal or interest, nor any indulgence granted by the Company in
respect of the payment of any such money, shall preclude the

Page 408 of 447

 Company from thereafter proceeding to enforce forfeiture of such
shares as hereinafter provided.

44. (a) The Board may, if it thinks fit, receive from any Member Payments in
willing to advance the same, all or any part of the amounts of Anticipation of
his respective shares beyond the sums, actually called up and calls may carry
upon the moneys so paid in advance, or upon so much thereof, interest
from time to time, and at any time thereafter as exceeds the
amount of the calls then made upon and due in respect of the
shares on account of which such advances are made the
Board may pay or allow interest, at such rate as the member
paying the sum in advance and the Board agree upon. The
Board may agree to repay at any time any amount so
advanced or may at any time repay the same upon giving to
the Member three months’ notice in writing: provided that
moneys paid in advance of calls on shares may carry interest
but shall not confer a right to dividend or to participate in
profits.
(b) No Member paying any such sum in advance shall be entitled
to voting rights in respect of the moneys so paid by him until
the same would but for such payment become presently
payable. The provisions of this Article shall mutatis mutandis
apply to calls on debentures issued by the Company.

LIEN
45. The Company shall have a first and paramount lien upon all the Company to have
shares/debentures (other than fully paid-up shares/debentures) Lien on shares.
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 shall be free from all lien, while
in the case of partly paid shares, the company’s lien, if any, shall be
restricted to moneys called or payable at a fixed time in respect of

Page 409 of 447

 such shares.

46. For the purpose of enforcing such lien the Directors may sell the As to enforcing
shares subject thereto in such manner as they shall think fit, but no lien by sale.
sale shall be made until such period as aforesaid shall have arrived
and until notice in writing of the intention to sell shall have been
served on such member or the person (if any) entitled by
transmission to the shares and default shall have been made by him
in payment, fulfillment of discharge of such debts, liabilities or
engagements for seven days after such notice. To give effect to
any such sale the Board may 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.

47. The net proceeds of any such sale shall be received by the Company Application of
and applied in or towards payment of such part of the amount in proceeds of sale.
respect of which the lien exists as is presently payable and the
residue, if any, shall (subject to lien for sums not presently payable
as existed upon the shares before the sale) be paid to the person
entitled to the shares at the date of the sale.

FORFEITURE AND SURRENDER OF SHARES

48. If any Member fails to pay the whole or any part of any call or If call or
installment or any moneys due in respect of any shares either by way installment not
of principal or interest on or before the day appointed for the paid, notice may
payment of the same, the Directors may, at any time thereafter, be given.
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 Memberor on the person (if any) entitled to the shares
by transmission, requiring him to pay such call or installment of
such part thereof or other moneys as remain unpaid together with
any interest that may have accrued and all reasonable expenses
(legal or otherwise) that may have been accrued by the Company
by reason of such non-payment. Provided that no such shares shall
be forfeited if any moneys shall remain unpaid in respect of any call
or installment or any part thereof as aforesaid by reason of the delay
occasioned in payment due to the necessity of complying with the
provisions contained in the relevant exchange control laws or
other applicable laws of India, for the time being enforce.

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49. The notice shall name a day (not being less than fourteen days from Terms of notice.
the date of notice) and a place or places on and at which such call or
installment and such interest thereon as the Directors shall
determine from the day on which such call or installment ought to
have been paid and expenses as aforesaid are to be paid.

The notice shall also state that, in the event of the non-payment at
or before the time and at the place or places appointed, the shares in
respect of which the call was made or installment is payable will be
liable to be forfeited.

50. If the requirements of any such notice as aforesaid shall not be On default of
complied with, every or any share in respect of which such notice payment, shares
has been given, may at any time thereafter but before payment of all to be forfeited.
calls or installments, interest and expenses, due in respect thereof,
be forfeited by resolution of the Board to that effect. Such forfeiture
shall include all dividends declared or any other moneys payable
in respect of the forfeited share and not actually paid before the
forfeiture.

51. When any shares have been forfeited, notice of the forfeiture shall Notice of
be given to the member in whose name it stood immediately prior to forfeiture to a
the forfeiture, and an entry of the forfeiture, with the date thereof Member
shall forthwith be made in the Register of Members.

52. Any shares so forfeited, shall be deemed to be the property of the Forfeited shares
Company and may be sold, re-allotted, or otherwise disposed of, to be property of
either to the original holder thereof or to any other person, upon the Company
such terms and in such manner as the Board in their absolute and may be sold
discretion shall think fit. etc.

53. Any Member whose shares have been forfeited shall Members still
notwithstanding the forfeiture, be liable to pay and shall forthwith liable to pay
pay to the Company, on demand all calls, installments, interest and money owing at
expenses owing upon or in respect of such shares at the time of the time of forfeiture
forfeiture, together with interest thereon from the time of the and interest.
forfeiture until payment, at such rate as the Board may determine
and the Board may enforce the payment of the
whole or a portion thereof as if it were a new call made at the
date of the forfeiture but shall not be under any obligation to do so.

54. The forfeiture Share Shall involve extinction at the time of the Effect of
forfeiture, of all interest in all claims and demand against the forfeiture.
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.

Page 411 of 447

55. A declaration in writing that the declarant is a Director or Evidence of
Secretary ofthe Company and that shares in the Company have been Forfeiture.
duly forfeited in accordance with these articles on a date stated in
the declaration, shall be conclusive evidence of the facts therein
stated as against all persons claiming to be entitled to the shares.

56. The Company may receive the consideration, if any, given for the Title of
share on any sale, re-allotment or other disposition thereof and the purchaser and
person to whom such share is sold, re-allotted or disposed of may allottee of
be registered as the holder of the share and he shall not be bound to Forfeited shares.
see to the application of the consideration: if any, nor shall his title
to the share be affected by any irregularly or invalidity in the
proceedings in reference to the forfeiture, sale, re-allotment or other
disposal of the shares.

57. Upon any sale, re-allotment or other disposal under the provisions Cancellation of
of the preceding Article, the certificate or certificates originally share certificate
issued in respect of the relative shares shall (unless the same shall in respect of
on demand by the Company have been previously surrendered to it forfeited shares.
by the defaulting 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.

58. In the meantime and until any share so forfeited shall be sold, re- Forfeiture may
allotted, or otherwise dealt with as aforesaid, the forfeiture thereof be remitted.
may, at the discretion and by a resolution of the Directors, be
remitted as a matter of grace and favour, and not as was owing
thereon to the Company at the time of forfeiture being declared with
interest for the same unto the time of the actual payment thereof if
the Directors shall think fit to receive the same, or on any other
terms which the Director may deem reasonable.

59. Upon any sale after forfeiture or for enforcing a lien in purported Validity of sale
exercise of the powers hereinbefore given, the Board may appoint
some person to execute an instrument of transfer of the Shares sold
and cause the purchaser's name to be entered in the Register of
Members in respect 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.

60. The Directors may, subject to the provisions of the Act, accept a Surrender of
surrender of any share from or by any Member desirous of shares.
surrendering on such terms the Directors may think fit.

Page 412 of 447

 TRANSFER AND TRANSMISSION OF SHARES
61. (a) The instrument of transfer of any share in or debenture of the Execution of the
Company shall be executed by or on behalf of both the instrument of
transferor and transferee. shares
The transferor shall be deemed to remain a holder of the share
or
debenture until the name of the transferee is entered in the
Register of Members or Register of Debenture holders in respect
thereof.

62. The instrument of transfer of any share or debenture shall be in Transfer Form.
writing and all the provisions of Section 56 and statutory
modification thereof including other applicable provisions of the
Act shall be duly complied with in respect of all transfers of shares
or debenture and registration thereof.
Provided that the company shall use a common form of transfer;

63. The Company shall not register a transfer in the Company other Transfer not to
than the transfer between persons both of whose names are be registered
entered as holders of beneficial interest in the records of a except on
depository, unless a proper instrument of transfer duly stamped production of
and executed by or on behalf of the transferor and by or on behalf instrument of
of the transferee and specifying the name, address and occupation transfer.
if any, of the transferee, has been delivered to the Company along
with the certificate relating to the shares or if no such share
certificate is in existence along with the letter of allotment of the
shares: Provided that where, on an application in writing made to
the Company by the transferee and bearing the stamp, required for
an instrument of transfer, it is proved to the satisfaction of the
Board of Directors that the instrument of transfer signed by or on
behalf of the transferor and by or on behalf of the transferee has
been lost, the Company may register the transfer on such terms as
to indemnity as the Board may think fit, provided further that nothing
in this Article shall prejudice any power of the Company to
register as shareholder any person to whom the right to any shares in
the Company has been transmitted by operation of law.
64. Subject to the provisions of Section 58 of the Act and Section 22A of Directors may
the Securities Contracts (Regulation) Act, 1956, the Directors may, refuse to register
declineto register— transfer.

(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;

Page 413 of 447

65. If the Company refuses to register the transfer of any share or Notice of refusal
transmission of any right therein, the Company shall within one to be given to
month from the date on which the instrument of transfer or intimation transferor and
of transmission was lodged with the Company, send notice of transferee.
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.
66. No fee shall be charged for registration of transfer, transmission, No fee on
Probate, Succession Certificate and letter of administration, transfer.
Certificate of Death or Marriage, Power of Attorney or similar other
document with the Company.
67. The Board of Directors shall have power on giving not less than Closure of
seven days pervious notice in accordance with section 91 and rules Register of
made thereunder close the Register of Members and/or the Members or
Register of debentures holders and/or other security holders at debenture holder
such time or times and for such period or periods, not exceeding or other security
thirty days at a time, and not exceeding in the aggregate forty five holders.
days at a time, and not exceeding in the aggregate forty five days
in each year as it may seem expedient to the Board.
68. The instrument of transfer shall after registration be retained by Custody of
the Company and shall remain in its custody. All instruments of transfer Deeds.
transfer which the Directors may decline to register shall on
demand be returned to the persons depositing the same. The
Directors may cause to be destroyed all the transfer deeds with the
Company after such period as they may determine.
69. Where an application of transfer relates to partly paid shares, the Application for
transfer shall not be registered unless the Company gives notice transfer of partly
of the application to the transferee and the transferee makes no paid shares.
objection to the transfer within two weeks from the receipt of the
notice.
70. For this purpose the notice to the transferee shall be deemed to Notice to
have been duly given if it is dispatched by prepaid registered transferee.
post/speed post/ courier to the transferee at the address given in
the instrument of transfer and shall be deemed to have been duly
delivered at the time at which it would have been delivered in the
ordinary course of post.
71. (a) On the death of a Member, the survivor or survivors, where Recognition of
the Member was a joint holder, and his nominee or nominees legal
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.

Page 414 of 447

 (b) Before recognising any executor or administrator or legal representative.
representative, the Board may require him to obtain a Grant
of Probate or Letters Administration or other legal
representation as the case may be, from some competent
court in India.
Provided nevertheless that in any case where the Board in its
absolute discretion thinks fit, it shall be lawful for the Board
to dispense with the production of Probate or letter of
Administration or such other legal representation upon such
terms as to indemnity or otherwise, as the Board in its
absolute discretion, may consider adequate
Nothing in clause (a) above shall release the estate of the deceased
joint holder from any liability in respect of any share which had been
jointly held by him with other persons.

72. The Executors or Administrators of a deceased Member or holders Titles of Shares

of a Succession Certificate or the Legal Representatives in respect of deceased
of the Shares of a deceased Member (not being one of two or more Member
joint holders) shall be the only persons recognized by the
Company as having any title to the Shares registered in the name
of such Members, and the Company shall not be bound to
recognize such Executors or Administrators or holders of
Succession Certificate or the Legal Representative unless such
Executors or Administrators or Legal Representative shall have
first obtained Probate or Letters of Administration or Succession
Certificate as the case may be from a duly constituted Court in the
Union of India provided that in any case where the Board of
Directors in its absolute discretion thinks fit, the Board upon such
terms as to indemnity or otherwise as the Directors may deem
proper dispense with production of Probate or Letters of
Administration or Succession Certificate and register Shares
standing in the name of a deceased Member, as a Member.
However, provisions of this Article are subject to Sections 72of
the Companies Act.

73. Where, in case of partly paid Shares, an application for Notice of

registration is made by the transferor, the Company shall give application when
notice of the application to the transferee in accordance with the to begiven
provisions of Section 56 of the Act.

Page 415 of 447

74. Subject to the provisions of the Act and these Articles, any person Registration of
becoming entitled to any share in consequence of the death, persons entitled
lunacy, bankruptcy, insolvency of any member or by any lawful to share
means other than by a transfer in accordance with these presents, otherwise than
may, with the consent of the Directors (which they shall not be by transfer.
under any obligation to give) upon producing such evidence that (Transmission
he sustains the character in respect of which he proposes to act clause).
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’.

75. Subject to the provisions of the Act and these Articles, the Refusal to
Directors shall have the same right to refuse or suspend register a register nominee.
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.

76. Every transmission of a share shall be verified in such manner Board may
as the Directors may require and the Company may refuse to require evidence
register any such transmission until the same be so verified or of transmission.
until or unless an indemnity be given to the Company with
regard to such registration which the Directors at their discretion
shall consider sufficient, provided nevertheless that there shall not
be any obligation on the Company or the Directors to accept any
indemnity.

77. The Company shall incur no liability or responsibility whatsoever Company not
in consequence of its registering or giving effect to any transfer of liable for
shares made, or purporting to be made by any apparent legal disregard of a
owner thereof (as shown or appearing in the Register or Members) notice
to the prejudice of persons having or claiming any equitable right, prohibiting
title or interest to or in the same shares notwithstanding that the registration of
Company may have had notice of such equitable right, title or transfer.
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

Page 416 of 447

 think fit.

78. In the case of any share registered in any register maintained Form of transfer
outside India the instrument of transfer shall be in a form Outside India.
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.

79. No transfer shall be made to any minor, insolvent or person of No transfer to

unsound mind. insolvent etc.

NOMINATION
80. Notwithstanding anything contained in the articles, every holder Nomination
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, 2013shall
apply in respect of such nomination.

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.

The Company shall not be in any way responsible for transferring

the securities consequent upon such nomination.

lf 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.

81. A nominee, upon production of such evidence as may be required Transmission of

by the Board and subject as hereinafter provided, elect, either- Securities by
(i) to be registered himself as holder of the security, as the case nominee
may be; or
(ii) to make such transfer of the security, as the case may be, as
the deceased security holder, could have made;
(iii) if the nominee elects to be registered as holder of the security,
himself, as the case may be, he shall deliver or send to the
Company, a notice in writing signed by him stating that he so
elects and such notice shall be accompanied with the death
certificate of the deceased security holder as the case may be;
(iv) a nominee shall be entitled to the same dividends and other
advantages to which he would be entitled to, if he were the
registered holder of the security except that he shall not,
before being registered as a member in respect of his
security, be entitled in respect of it to exercise any right

Page 417 of 447

 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
82. Subject to the provisions of the Act and Rules made thereunder Dematerialisatio
the Company may offer its members facility to hold securities issued n of Securities
by it in dematerialized form.
JOINT HOLDER
83. Where two or more persons are registered as the holders of any Joint Holders
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.
84. a) The Joint holders of any share shall be liable severally as Joint and several
well as jointly for and in respect of all calls and other liabilities for all
payments which ought to be made in respect of such share. payments in
respect of shares.

b) on the death of any such joint holders the survivor or Title of

survivors shall be the only person recognized by the survivors.
Company as having any title to the share but the Board
may require such evidence of death as it may deem fit and
nothing herein contained shall be taken to release the
estate of a deceased joint holder from any liability of
shares held by them jointly with any other person;

c) Any one of two or more joint holders of a share may give Receipts of one
effectual receipts of any dividends or other moneys payable sufficient.
in respect of share; and

d) only the person whose name stands first in the Register of Delivery of
Members as one of the joint holders of any share shall be certificate and
entitled to delivery of the certificate relating to such giving of notices
share or to receive documents from the Company and any to first named
such document served on or sent to such person shall holders.
deemed to be service on all the holders.

Page 418 of 447

 SHARE WARRANTS
85. The Company may issue warrants subject to and in accordance with Power to issue
provisions of the Act and accordingly the Board may in its share warrants
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 ofthe stamp duty on the warrant and such
fee as the Board may, from time to time, require, issue a share
warrant.
86. (a) The bearer of a share warrant may at any time deposit the Deposit of share
warrant at the Office of the Company, and so long as the warrants
warrant remains so deposited, the depositor shall have the
same right of signing a requisition for call in a meeting of the
Company, and of attending and voting and exercising the
other privileges of a Member at any meeting held after the
expiry of two clear days from the time of deposit, as if his
name were inserted in the Register of Members as the holder
of the Share included in the deposit warrant.
(b) Not more than one person shall be recognized as depositor of
the Share warrant.
(c) The Company shall, on two day's written notice, return the
deposited share warrant to the depositor.
87. (a) Subject as herein otherwise expressly provided, no person, Privileges and
being a bearer of a share warrant, shall sign a requisition for disabilities of the
calling a meeting of the Company or attend or vote or exercise holders of share
any other privileges of a Member at a meeting of the Company, warrant
or be entitled to receive any notice from the Company.
(b) The bearer of a share warrant shall be entitled in all other
respects to the same privileges and advantages as if he were
named in the Register of Members as the holder of the Share
included in the warrant, and he shall be a Member of the
Company.
88. (a) The Board may, from time to time, make bye-laws as to terms on Issue of new
which (if it shall think fit), a new share warrant or coupon may share warrant
be issued by way of renewal in case of defacement, loss or coupons
destruction.
CONVERSION OF SHARES INTO STOCK
89. The Company may, by ordinary resolution in General Meeting. Conversion of
(a) convert any fully paid-up shares into stock; and shares into stock
(b) re-convert any stock into fully paid-up shares of or reconversion.
any denomination.
90. The holders of stock may transfer the same or any part thereof in Transfer of
the same manner as and subject to the same regulation under stock.
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

Page 419 of 447

 to time, fix the minimum amount of stock transferable so
however that such minimum shall not exceed the nominal amount
of the shares from which the stock arose.

91. The holders of stock shall, according to the amount of stock held Rights of stock
by them, have the same rights, privileges and advantages as holders.
regards dividends, participation in profits, voting at meetings of
the Company, and other matters, as if they hold the shares for
which the stock arose but no such privilege or advantage shall be
conferred by an amount of stock which would not, if existing in
shares, have conferred that privilege or advantage.

92. Such of the regulations of the Company (other than those relating Regulations.
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
93. Subject to the provisions of the Act and these Articles, the Board Power to borrow.
may, from time to time at its discretion, by a resolution passed at a
meeting of the Board generally raise or borrow money by way of
deposits, loans, overdrafts, cash credit or by issue of bonds,
debentures or debenture- stock (perpetual or otherwise) or in any
other manner, or from any person, firm, company, co-operative
society, any body corporate, bank, institution, whether
incorporated in India or abroad, Government or any authority or
any other body for the purpose of the Company and may secure
the payment of any sums of money so received, raised or
borrowed; provided that the total amount borrowed by the
Company (apart from temporary loans obtained from the
Company’s Bankers in the ordinary course of business) shall not
without the consent of the Company in General Meeting exceed
the aggregate of the paid up capital of the Company and its free
reserves that is to say reserves not set apart for any specified
purpose.

94. Subject to the provisions of the Act and these Articles, any bonds, Issue of discount
debentures, debenture-stock or any other securities may be issued at etc. or with
a discount, premium or otherwise and with any special privileges and special privileges.
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.

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95. The payment and/or repayment of moneys borrowed or raised as Securing
aforesaid or any moneys owing otherwise or debts due from the payment or
Company may be secured in such manner and upon such terms repayment of
and conditions in all respects as the Board may think fit, and in Moneys
particular by mortgage, charter, lien or any other security upon all borrowed.
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.

96. Any bonds, debentures, debenture-stock or their securities issued Bonds,

or to be issued by the Company shall be under the control of the Debentures etc.
Board who may issue them upon such terms and conditions, and in to be under the
such manner and for such consideration as they shall consider to be control of the
for the benefit of the Company. Directors.

97. If any uncalled capital of the Company is included in or charged Mortgage of

by any mortgage or other security the Directors shall subject to the uncalled Capital.
provisions of the Act and these Articles make calls on the
members in respect of such uncalled capital in trust for the person
in whose favour such mortgage or security is executed.

98. Subject to the provisions of the Act and these Articles if the Indemnity may
Directors or any of them or any other person shall incur or be about be given.
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
99. All the General Meetings of the Company other than Annual Distinction
General Meetings shall be called Extra-ordinary General Meetings. between AGM
&EGM.
100. (a) The Directors may, whenever they think fit, convene an Extra- Extra-Ordinary
Ordinary General Meeting and they shall on requisition of General Meeting
requisition of Members made in compliance with Section 100 of by Board and by
the Act, forthwith proceed to convene Extra-Ordinary General requisition
Meeting of the members

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 (b) If at any time there are not within India sufficient Directors When a Director
capable of acting to form a quorum, or if the number of Directors or any two
be reduced in number to less than the minimum number of Members may
Directors prescribed by these Articles and the continuing call an Extra
Directors fail or neglect to increase the number of Directors to that Ordinary
number or to convene a General Meeting, any Director or any two General Meeting
or more Members of the Company holding not less than one-tenth
of the total paid up share capital of the Company may call for an
Extra-Ordinary General Meeting in the same manner as nearly as
possible as that in which meeting may be called by the Directors.
101. No General Meeting, Annual or Extraordinary shall be competent to Meeting not to
enter upon, discuss or transfer any business which has not been transact business
mentioned in the notice or notices upon which it was convened. not mentioned in
notice.
102. The Chairman (if any) of the Board of Directors shall be entitled Chairman of
to take the chair at every General Meeting, whether Annual or General Meeting
Extraordinary.

If there is no such Chairman of the Board of Directors, or if

at any meeting he is not present within fifteen minutes of the
time appointed for holding such meeting or if he is unable or
unwilling to take the chair, then the Members present shall elect
another Director as Chairman, and if no Director be present or if
all the Directors present decline to take the chair then the
Members present shall elect one of the members to be the
Chairman of the meeting.
103. No business, except the election of a Chairman, shall be Business
discussed at any General Meeting whilst the Chair is vacant. confined to
election of
Chairman whilst
chair is vacant.
104. a) The Chairperson may, with the consent of any meeting at Chairman with
which a quorum is present, and shall, if so directed by the consent may
meeting, adjourn the meeting from time to time and from adjourn meeting.
place to place.
b) No business shall be transacted at any adjourned meeting other
than the business left unfinished at the meeting from which
the adjournment took place.
c) When a meeting is adjourned for thirty days or more, notice
of the adjourned meeting shall be given as in the case of an
original meeting.
Save as aforesaid, and as provided in section 103 of the Act, it
shall not be necessary to give any notice of an adjournment or of
the business to be transacted at an adjourned meeting.
105. In the case of an equality of votes the Chairman shall both on a Chairman’s
show of hands, on a poll (if any) and e-voting, have casting vote in casting vote.
addition to the vote or votes to which he may be entitled as a
Member.

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106. Any poll duly demanded on the election of Chairman of the In what case poll
meeting orany question of adjournment shall be taken at the meeting taken without
forthwith. adjournment.
107. The demand for a poll except on the question of the election of the Demand for poll
Chairman and of an adjournment shall not prevent the continuance not to prevent
of a meeting for the transaction of any business other than the transaction of
question on which the poll has been demanded. other business.
VOTES OF MEMBERS
108. No Member shall be entitled to vote either personally or by proxy Members in
at any General Meeting or Meeting of a class of shareholders either arrears not to
upon a show of hands, upon a poll or electronically, or be reckoned vote.
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.
109. Subject to the provision of these Articles and without prejudice to any Number of votes
special privileges, or restrictions as to voting for the time being each member
attached to any class of shares for the time being forming part of entitled.
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.
110. On a poll taken at a meeting of the Company a member entitled to Casting of votes
more than one vote or his proxy or other person entitled to vote for by a member
him, as the case may be, need not, if he votes, use all his votes or entitled to more
cast in the same way all the votes he uses. than one vote.
111. A member of unsound mind, or in respect of whom an order has been Vote of member
made by any court having jurisdiction in lunacy, or a minor may vote, of unsound mind
whether on a show of hands or on a poll, by his committee or other and of minor
legal guardian, and any such committee or guardian may, on a poll,
vote by proxy.
112. Notwithstanding anything contained in the provisions of the Postal Ballot
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.
113. A member may exercise his vote at a meeting by electronic E-Voting
means in accordance with section 108 and shall vote only once.
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114. In the case of joint holders, the vote of the senior who tenders a Votes of joint
vote, whether in person or by proxy, shall be accepted to the members.
exclusion of the votes of the other joint holders. If more than
one of the said personsremain 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. For this
purpose, seniority shall be determined by the order in which the
names stand in the register of members.
115. Votes may be given either personally or by attorney or by proxy Votes may be
or in case of a company, by a representative duly Authorised as given by proxy or
mentioned in Articles by representative

116. A body corporate (whether a company within the meaning of the Act Representation
or not) may, if it is member or creditor of the Company (including of a Body
being a holder of debentures) authorise such person by resolution Corporate.
of its Board of Directors, as it thinks fit, in accordance with the
provisions of Section 113 of the Act to act as its representative at any
Meeting of the members or creditors of the Company or debentures
holders of the Company. A person authorised by resolution as
aforesaid shall be entitled to exercise the same rights and powers
(including the right to vote by proxy) on behalf of the body
corporate as if it were an individual member, creditor or holder of
debentures of the Company.
117. (a) A member paying the whole or a part of the amount remaining Members paying
unpaid on any share held by him although no part of that amount money in
has been called up, shall not be entitled to any voting rights in advance.
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 Members not
onthe ground that he has not held his shares or interest in the prohibited if
Company for any specified period preceding the date on which share not held
the vote was taken. for any specified
period.
118. Any person entitled under Article 73 (transmission clause) to Votes in respect
transfer any share may vote at any General Meeting in respect of shares of
thereof in the same manner as if he were the registered holder of such deceased or
shares, provided that at least forty-eight hours before the time of insolvent
holding the meeting or adjourned meeting, as the case may be at members.
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.

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119. No Member shall be entitled to vote on a show of hands unless No votes by
such member is present personally or by attorney or is a body proxy on show of
Corporate present by a representative duly Authorised under the hands.
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.
120. The instrument appointing a proxy and the power-of-attorney or Appointment of a
other authority, if any, under which it is signed or a notarised copy Proxy.
of that power or authority, shall be deposited at the registered
office of the company not less than 48 hours before the time for
holding the meeting or adjourned meeting at which the person
named in the instrument proposes to vote, or, in the case of a poll,
not less than 24 hours before the time appointed for the taking of
the poll; and in default the instrument of proxy shall not be treated
as valid.
121. An instrument appointing a proxy shall be in the form as Form of proxy.
prescribed in the rules made under section 105.
122. A vote given in accordance with the terms of an instrument of Validity of votes
proxy shall be valid notwithstanding the previous death or insanity given by proxy
of the Member, or revocation of the proxy or of any power of not withstanding
attorney which such proxy signed, or the transfer of the share in death of a
respect of which the vote is given, provided that no intimation member.
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.
123. No objection shall be raised to the qualification of any voter except Time for
at the meeting or adjourned meeting at which the vote objected to is objections to
given or tendered, and every vote not disallowed at such meeting votes.
shall be valid for all purposes.
124. Any such objection raised to the qualification of any voter in due Chairperson of
time shall be referred to the Chairperson of the meeting, whose the Meeting to be
decision shall be final and conclusive. the judge of
validity of any
vote.

DIRECTORS
125. The following are the First Directors of the Company: Number of
1. Mr. Govind Rai Garg Directors
2. Mr. Manish Goyal
3. Mr. Vijay Kumar Rathi
4. Mr. Balwinder Sharma

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 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 Additional 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.
126. A Director of the Company shall not be bound to hold any Qualification
Qualification Shares in the Company. shares.
127. (a) Subject to the provisions of the Companies Act, 2013and Nominee
notwithstanding anything to the contrary contained in these Directors.
Articles, the Board may appoint any person as a director
nominated by any institution in pursuance of the provisions of
any law for the time being in force or of any agreement
(b) The Nominee Director/s so appointed shall not be required to
hold any qualification shares in the Company nor shall be
liable to retire by rotation. The Board of Directors of the
Company shall have no power to remove from office the
Nominee Director/s so appointed. The said Nominee
Director/s shall be entitled to the same rights and privileges
including receiving of notices, copies of the minutes, sitting
fees, etc. as any other Director of the Company is entitled.

(c) If the Nominee Director/s is an officer of any of the financial

institution the sitting fees in relation to such nominee
Directors shall accrue to such financial institution and the
same accordingly be paid by the Company to them. The
Financial Institution shall be entitled to depute observer to
attend the meetings of the Board or any other Committee
constituted by the Board.
(d) The Nominee Director/s shall, notwithstanding anything to the
Contrary contained in these Articles, be at liberty to disclose any
information obtained by him/them to the Financial Institution
appointing him/them as such Director/s.
128. The Board may appoint an Alternate Director to act for a Director Appointment of
(hereinafter called “The Original Director”) during his absence for alternate
a period of not less than three months from India. An Alternate Director.
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.

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129. Subject to the provisions of the Act, the Board shall have power at Additional
any time and from time to time to appoint any other person to be an Director
Additional Director. Any such Additional Director shall hold
office only upto the date of the next Annual General Meeting.
130. Subject to the provisions of the Act, the Board shall have power Director’s power
at any time and from time to time to appoint a Director, if the to fill casual
office of any director appointed by the company in general vacancies.
meeting is vacated before his term of office expires in the normal
course, who shall hold office only upto the date on which the
Director in whose place he is appointed would have held office if
it had not been vacated by him.
131. Until otherwise determined by the Company in General Meeting, Sitting Fees.
each Director other than the Managing/Whole-time Director
(unless otherwise specifically provided for) shall 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.
132. The Board of Directors may subject to the limitations provided in Travelling
the Act allow and pay to any Director who attends a meeting at a expenses
place other than his usual place of residence for the purpose of Incurred by
attending a meeting, such sum as the Board may consider fair, Director on
compensation for travelling, hotel and other incidental expenses Company's
properly incurred by him, in addition to his fee for attending such business.
meeting as above specified.

PROCEEDING OF THE BOARD OF DIRECTORS

133. (a) The Board of Directors may meet for the conduct of Meetings of
business, adjourn and otherwise regulate its meetings as it thinks Directors.
fit.
(b) A director may, and the manager or secretary on the requisition
of a director shall, at any time, summon a meeting of the Board.
134. a) The Directors may from time to time elect from among their Chairperson
members a Chairperson of the Board and determine the period for
which he is to hold office. If at any meeting of the Board, the
Chairman is not present within five minutes after the time
appointed for holding the same, the Directors present may choose
one of the Directors then present to preside at the meeting.
b) Subject to Section 203 of the Act and rules made there under,
one person can act as the Chairman as well as the Managing
Director or Chief Executive Officer at the same time.
135. Questions arising at any meeting of the Board of Directors shall be Questions at
decided by a majority of votes and in the case of an equality of Board meeting
votes, the Chairman will have a second or casting vote. how decided.
136. The continuing directors may act notwithstanding any vacancy in Continuing
the Board; but, if and so long as their number is reduced below the directors may act
quorum fixed by the Act for a meeting of the Board, the continuing notwithstanding
directors or director may act for the purpose of increasing the any vacancy in

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 number of directors to that fixed for the quorum, or of summoning the Board
a general meeting of the company, but for no other purpose.

137. Subject to the provisions of the Act, the Board may delegate any Directors may
of their powers to a Committee consisting of such member or appoint
members of its body as it thinks fit, and it may from time to time committee.
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
same effect as if done by the Board.
138. The Meetings and proceedings of any such Committee of the Board Committee
consisting of two or more members shall be governed by the Meetings how to
provisions herein contained for regulating the meetings and be governed.
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.
139. a) A committee may elect a Chairperson of its meetings. Chairperson of
b) If no such Chairperson is elected, or if at any meeting the Committee
Chairperson is not present within five minutes after the time Meetings
appointed for holding the meeting, the members present may
choose one of their members to be Chairperson of the
meeting.
140. a) A committee may meet and adjourn as it thinks fit. Meetings of the
b) Questions arising at any meeting of a committee shall be Committee
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.
141. Subject to the provisions of the Act, all acts done by any meeting of Acts of Board or
the Board or by a Committee of the Board, or by any person acting Committee shall
as a Director shall notwithstanding that it shall afterwards be be valid
discovered that there was some defect in the appointment of such notwithstanding
Director or persons acting as aforesaid, or that they or any of them defect in
were disqualified or had vacated office or that the appointment of appointment.
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
142. Subject to the provisions of Section 161 of the Act, if the office of Power to fill
any Director appointed by the Company in General Meeting vacated casual vacancy
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 Articlesof the Company be filled by the Board of Directors at the

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 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

143. The business of the Company shall be managed by the Board who Powers of the
may exercise all such powers of the Company and do all such acts Board
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.
144. Without prejudice to the general powers conferred by the Articles Certain powers
and so as not in any way to limit or restrict these powers, and of the Board
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 To acquire any
acquire any lands, buildings, machinery, premises, property, property, rights
effects, assets, rights, creditors, royalties, business and etc.
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 To take on Lease.
for any term or terms of years, or otherwise acquire any land or
lands, with or without buildings and out-houses thereon, situate
in any part of India, at such conditions as the Directors may think
fit, and in any such purchase, lease or acquisition to accept
such title as the
Directors may believe, or may be advised to be reasonably
satisfy.
(3) To erect and construct, on the said land or lands, buildings, To erect &
houses, warehouses and sheds and to alter, extend and improve construct.
the same, to let or lease the property of the company, in part or
in whole for such rent and subject to such conditions, as may be
thought advisable; to sell such portions of the land or buildings
of the Company as may not be required for the company; to
mortgage the whole or any portion of the property of the
company for the purposes of the Company; to sell all or any
portion of the machinery or stores belonging to the Company.
(4) At their discretion and subject to the provisions of the Act, the To pay for
Directors may pay property rights or privileges acquired by, property.
or services rendered to the Company, either wholly or partially
in cash or in shares, bonds, debentures or other securities of

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 the Company, and any such share may be issued either as fully
paid upor with such amount credited as paid up thereon as may
be agreed upon; and any such bonds, debentures or other
securities may be either specifically charged upon all or any
part of the property of the Company and its uncalled capital or
not so charged.
(5) To insure and keep insured against loss or damage by fire or To insure
otherwise for such period and to such extent as they may think properties of the
proper all or any part of the buildings, machinery, goods, Company.
stores, produce and other moveable property of the Company
either separately or co-jointly; also to insure all or any portion
of the goods, produce, machinery and other articles imported
or exported by the Company and to sell, assign, surrender
or discontinue any policies of assurance effected in pursuance
of this power.

(6) To open accounts with any Bank or Bankers and to pay To open Bank
money into and draw money from any such account from time accounts.
to time as the Directors may think fit.

(7) To secure the fulfillment of any contracts or engagement To secure

entered into by the Company by mortgage or charge on all or contracts by way
any of the property of the Company including its whole or of mortgage.
part of its undertaking as a going concern and its uncalled
capital for the time being or in such manner as they think fit.

(8) To accept from any member, so far as may be permissible To accept

by law, a surrender of the shares or any part thereof, on such surrender of
terms and conditions as shall be agreed upon. shares.

(9) To appoint any person to accept and hold in trust, for the To appoint
Company property belonging to the Company, or in which it trustees for the
is interested or for any other purposes and to execute and to Company.
do all such deeds and things as may be required in relation
to any such trust, and to provide for the remuneration of
such trustee or trustees.

(10) To institute, conduct, defend, compound or abandon any legal To conduct legal
proceeding by or against the Company or its Officer, or proceedings.
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.

(11) To act on behalf of the Company in all matters relating Bankruptcy

to bankruptcy insolvency. &Insolvency

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(12) To make and give receipts, release and give discharge for To issue receipts
moneys payable to the Company and for the claims and & give discharge.
demands of the Company.

(13) Subject to the provisions of the Act, and these Articles to To invest and
invest and deal with any moneys of the Company not deal with money
immediately required for the purpose thereof, upon such ofthe Company.
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.

(14) To execute in the name and on behalf of the Company in To give Security
favour of any Director or other person who may incur or be by way of
about to incur any personal liability whether as principal or as indemnity.
surety, for the benefit of the Company, such mortgage of the
Company’s property (present or future) as they think fit, and
any such mortgage may contain a power of sale and other
powers, provisions, covenants and agreements as shall be
agreed upon;

(15) To determine from time to time persons who shall be entitled To determine
to sign on Company’s behalf, bills, notes, receipts, signing powers.
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.

(16) To give to any Director, Officer, or other persons employed Commission or

by the Company, a commission on the profits of any share in profits.
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.

(17) To give, award or allow any bonus, pension, gratuity or Bonus etc. to
compensation to any employee of the Company, or his employees.
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.

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(18) To set aside out of the profits of the Company such sums as Transfer to
they may think proper for depreciation or the depreciation Reserve Funds.
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 the full power to
employ the assets constituting all or any of the above funds,
including the depredation fund, in the business of the
company or in the purchase or repayment of debentures or
debenture-stocks and without being bound to keep the same
separate from the other assets and without being bound to pay
interest on the same with the power to the Board at their
discretion to pay or allow to the credit of such funds, interest
at such rate as the Board may think proper.

(19) To appoint, and at their discretion remove or suspend such To appoint and
general manager, managers, secretaries, assistants, remove officers
supervisors, scientists, technicians, engineers, consultants, and other
labourers, clerks, agents and servants, for permanent, employees.
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.

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(20) At any time and from time to time by power of attorney under To appoint
the seal of the Company, to appoint any person or persons to Attorneys.
be the Attorney or attorneys of the Company, for such
purposes and with such powers, authorities and discretions
(not exceeding those vested in or exercisable by the Board
under these presents and excluding the power to make calls
and excluding also except in their limits authorised by the
Board the power to make loans and borrow moneys) and for
such period and subject to such conditions as the Board may
from time to time think fit, and such appointments may (if the
Board think fit) be made in favour of the members or any of
the members of any local Board established as aforesaid or in
favour of any Company, or the shareholders, directors,
nominees or manager of any Company or firm or otherwise in
favour of any fluctuating body of persons whether nominated
directly or indirectly by the Board and any such powers of
attorney may contain such powers for the protection or
convenience for dealing with such Attorneys as the Board may
think fit, and may contain powers enabling any such
delegated Attorneys as aforesaid to sub-delegate all or any
of the powers, authorities and discretion for the time being
vested in them.
(21) Subject to Sections 188 of the Act, for or in relation to any of the To enter into
matters aforesaid or otherwise for the purpose of the Company contracts.
to enter into all such negotiations and contracts and rescind
and vary all such contracts, and execute and do all such acts,
deeds and things in the name and on behalf of the Company
as they may consider expedient.
(22) From time to time to make, vary and repeal rules for the To make rules.
regulations of the business of the Company its Officers and
employees.
(23) To effect, make and enter into on behalf of the Company all To effect
transactions, agreements and other contracts within the scope contracts etc.
of the business of the Company.
(24) To apply for, promote and obtain any act, charter, privilege, To apply &
concession, license, authorization, if any, Government, State obtain
or municipality, provisional order or license of any authority concessions
for enabling the Company to carry any of this objects into licenses etc.
effect, or for extending and any of the powers of the Company
or for effecting any modification of the Company’s
constitution, or for any other purpose, which may seem
expedient and to oppose any
proceedings or applications which may seem calculated,
directly or indirectly to prejudice the Company’s interests.
(25) To pay and charge to the capital account of the Company any To pay
commission or interest lawfully payable there out under the commissions or
provisions of Sections 40 of the Act and of the provisions interest.
contained in these presents.

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(26) To redeem preference shares. To redeem
preference
shares.
(27) To subscribe, incur expenditure or otherwise to assist or to To assist
guarantee money to charitable, benevolent, religious, charitable or
scientific, national or any other institutions or subjects which benevolent
shall have any moral or other claim to support or aid by the institutions.
Company, either by reason of locality or operation or of
public and general utility or
otherwise.
(28) To pay the cost, charges and expenses preliminary and
incidental to the promotion, formation, establishment and
registration of the Company.
(29) To pay and charge to the capital account of the Company any
commission or interest lawfully payable thereon under the
provisions of Sections 40 of the Act.
(30) To provide for the welfare of Directors or ex-Directors or
employees or ex-employees of the Company and their wives,
widows and families or the dependents or connections of such
persons, by building or contributing to the building of houses,
dwelling or chawls, or by grants of moneys, pension,
gratuities, allowances, bonus or other payments, or by creating
and from time to time subscribing or contributing, to provide
other associations, institutions, funds or trusts and by
providing or subscribing or contributing towards place of
instruction and recreation, hospitals and dispensaries, medical
and other attendance and other assistance as the Board shall
think fit and subject to the provision of Section 181 of the Act,
to subscribe or contribute or otherwise to assist or to guarantee
money to charitable, benevolent,
(31) 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.
(32) To purchase or otherwise acquire or obtain license for the use
ofand to sell, exchange or grant license for the use of any trade
mark, patent, invention or technical know-how.
(33) 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.
(34) 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

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 expedient.

(35) To undertake on behalf of the Company any payment of rents

and the performance of the covenants, conditions and
agreements contained in or reserved by any lease that may be
granted or assigned to or otherwise acquired by the Company
and to purchase the reversion or reversions, and otherwise to
acquire on free hold sample of all or any of the lands of the
Company for the time being held under lease or for an estate
less than freehold estate.
(36) 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.
(37) 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.
(38) 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.
(39) 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 DIRECTOR(S) / WHOLE TIME DIRECTOR(S) / EXECUTIVE DIRECTOR(S) /
MANAGER
145. Subject to the provisions of Section 203 of the Act and other Powers to appoint
applicable provisions of the Act and of these Articles, the Board may Managing/ Whole-
appoint from time to time one or more of their Directors to be the Time
Managing Director or joint managing director or whole time director Directors/Executive
or deputy managing director or manager of the Company on such Director/Manager.
terms and on such remuneration (in any manner, subject to it being
permissible under the Act) partly as the Board may think fit in
accordance with the applicable provisions of the Act and the Rules
thereunder. Subject to the provisions of the Act, the Managing
Director or Joint Managing Director or Wholetime Director or
Deputy Managing Director or Manager of the Company so appointed
by the Board shall not while holding that office, be subject to
retirement by rotation or taken into account in determining the
rotation of retirement of directors, but their appointment shall be
subject to determination ipso facto if they cease from any cause to be
a director or if the company in General Meeting resolve that their

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 tenure of the office of Managing Director or Joint Managing Director
or Wholetime Director or Deputy Managing Director or Manager be
determined.

Unless permitted under the Act, the Company however, shall not
appoint or employ at the same time more than one of the following
categories of management personnel namely, a managing director
and manager.

The remuneration of a Managing Director/ whole time director or

executive director or manager shall (subject to Sections 196, 197 and
other applicable provisions of the Act, the Rules thereunder and of
these Articles and of any contract between him and the Company) be
paid in the manner permitted under the Act.

146. a) Subject to the applicable provisions of the Act, the Rules, Law Remuneration of
including the provisions of the SEBI Listing Regulations, a Managing or Whole-
Managing Director or Managing Directors, and any other Time Director or
Director/s who is/are in the whole time employment of the other Directors.
Company may be paid remuneration either by a way of monthly
payment or at a specified percentage of the net profits of the
Company or partly by one way and partly by the other, subject
to the limits prescribed under the Act.
b) Subject to the applicable provisions of the Act, a Director (other
than a Managing Director or an executive Director) may receive
a sitting fee not exceeding such sum as may be prescribed by the
Act or the central government from time to time for each meeting
of the Board or any Committee thereof attended by him.
c) The remuneration payable to each Director for every meeting of
the Board or Committee of the Board attended by them shall be
such sum as may be determined by the Board from time to time
within the maximum limits prescribed from time to time by the
Central Government pursuant to the first proviso to Section 197
of the Act.
d) All fees/compensation to be paid to non-executive Directors
including Independent Directors shall be as fixed by the Board
subject to Section 197 and other applicable provisions of the Act,
the Rules thereunder and of these Articles. Notwithstanding
anything contained in this Article, the Independent Directors
shall not be eligible to receive any stock options.

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147. (1) Subject to control, direction and supervision of the Board of Powers and duties of
Directors, the day-today management of the company will be in Managing Director
the hands of the Managing Director or Whole-time Director or Whole-Time
appointedin accordance with regulations of these Articles of Director.
Association with powers to the Directors to distribute such day-
to-day management functions among such Directors and in any
manner as may be directed by the Board.

(2) The Directors may from time to time entrust to and confer
upon the Managing Director or Whole-time Director for the
time being save as prohibited in the Act, such of the powers
exercisable under these presents by the Directors as they may
think fit, and may confer such objects and purposes, and
upon such terms and conditions, and with such restrictions as
they think expedient; and they may subject to the provisions
of the Act and these Articles confer such powers, either
collaterally with or to the exclusion of, and in substitution for,
all or any of the powers of the Directors in that behalf, and may
from time to time revoke, withdraw, alter or vary all or any
such powers.

(3) The Company’s General Meeting may also from time to time
appoint any Managing Director or Managing Directors or
Whole time Director or Whole time Directors of the Company
and may exercise all the powers referred to in these Articles.

(4) The Managing Director shall be entitled to sub-delegate (with

the sanction of the Directors where necessary) all or any of
the powers, authorities and discretions for the time being
vested in him in particular from time to time by the
appointment of any attorney or attorneys for the management
and transaction of the affairs of the Company in any specified
locality in such manner as they may think fit.

CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF

FINANCIAL OFFICER
148. a) Subject to the provisions of the Act, Board to appoint
i. A chief executive officer, manager, company secretary or Chief Executive
chief financial officer may be appointed by the Board for Officer/ Manager/
such term, at such remuneration and upon such conditions as Company Secretary/
it may thinks fit; and any chief executive officer, manager, Chief Financial
company secretary or chief financial officer so appointed Officer
may be removed by means of a resolution of the Board;
ii. A director may be appointed as chief executive officer,
manager, company secretary or chief financial officer.

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 b) A provision of the Act or these regulations requiring or
authorizing a thing to be done by or to a director and chief
executive officer, manager, company secretary or chief
financial officer shall not be satisfied by its being done by or
to the same person acting both as
director and as, or in place of, chief executive officer,
manager, company secretary or chief financial officer.

THE SEAL
149. (a) The Board shall provide a Common Seal for the purposes of the The seal, its custody
Company, and shall have power from time to time to destroy and use.
the same and substitute a new Seal in lieu thereof, and the
Board shall provide for the safe custody of the Seal for the
time being, and the Seal shall never be used except by the
authority of the Board or a Committee of the Board previously
given.

(b) The Company shall also be at liberty to have an Official Seal

in accordance with of the Act, for use in any territory, district
or place outside India.

150. The seal of the company shall not be affixed to any Deeds how executed.
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

151. (1) Subject to the rights of persons, if any, entitled to shares with Division of profits.
special rights as to dividends, all dividends shall be declared and
paid according to the amounts paid or credited as paid on the
shares in respect whereof the dividend is paid, but if and so
long as nothing is paid upon any of the shares in the Company,
dividends may be declared and paid according to the amounts
of the shares.

(2) No amount paid or credited as paid on a share in advance of

calls shall be treated for the purposes of this regulation as
paid on the share.

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 (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.

152. The Company in General Meeting may declare dividends, to be The company in
paid to members according to their respective rights and interests General Meeting
in the profits and may fix the time for payment and the Company may declare
shall comply with the provisions of Section 127 of the Act, but no Dividends.
dividends shall exceed the amount recommended by the Board of
Directors, but the Company may declare a smaller dividend in
general meeting.

153. a) The Board may, before recommending any dividend, set aside Transfer to reserves
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.

154. Subject to the provisions of section 123, the Board may from time Interim Dividend.
to time pay to the members such interim dividends as appear to it
to be justified by the profits of the company.

155. The Directors may retain any dividends on which the Company Debts may be
has a lien and may apply the same in or towards the satisfaction of deducted.
the debts, liabilities or engagements in respect of which the lien
exists.

156. No amount paid or credited as paid on a share in advance of calls Capital paid up in
shall be treated for the purposes of this articles as paid on the advance not to earn
share. dividend.

157. All dividends shall be apportioned and paid proportionately to the Dividends in
amounts paid or credited as paid on the shares during any portion proportion to
or portions of the period in respect of which the dividend is paid amount paid-up.
but if any share is issued on terms providing that it shall rank for
dividends as from a particular date such share shall rank for
dividend accordingly.

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158. The Board of Directors may retain the dividend payable upon Retention of
shares in respect of which any person under Articles has become dividends until
entitled to be a member, or any person under that Article is completion of
entitled to transfer, until such person becomes a member, in respect transfer under
of such shares or shall duly transfer the same. Articles.
159. No member shall be entitled to receive payment of any No Member to
interest or
dividend or bonus in respect of his share or shares, whilst any receive dividend
money may be due or owing from him to the Company in respect of whilst indebted to
such share or shares (or otherwise however, either alone or jointly the company and the
with any other person or persons) and the Board of Directors may Company’s right of
deduct from the interest or dividend payable to any member all reimbursement
such sums of money so due from him to the Company. thereof.
160. A transfer of shares does not pass the right to any dividend Effect of transfer of
declared thereon before the registration of the transfer. shares.
161. Any one of several persons who are registered as joint holders Dividend to joint
of any share may give effectual receipts for all dividends or holders.
bonus and
payments on account of dividends in respect of such share.
162. a) Any dividend, interest or other monies payable in cash in Dividends how
respect of shares may be paid by cheque or warrant sent remitted.
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.
163. Notice of any dividend that may have been declared shall be Notice of dividend.
given to the persons entitled to share therein in the manner
mentioned in the Act.
164. No unclaimed dividend shall be forfeited before the claim No interest on
becomes barred by law and no unpaid dividend shall bear interest Dividends.
as against the Company.

CAPITALIZATION

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165. (1) The Company in General Meeting may, upon the Capitalization.
recommendation of the Board, resolve:
(a) that it is desirable to capitalize any part of the amount for the
time being standing to the credit of any of the Company’s
reserve accounts, or to the credit of the Profit and Loss account,
or otherwise available for distribution; and
(b) that such sum be accordingly set free for distribution in the
manner specified in clause (2) amongst the members who
would have been entitled thereto, if distributed by way of
dividend and in the same proportions.
(2) The sums aforesaid shall not be paid in cash but shall be
applied subject to the provisions contained in clause (3)
either in or towards:
(i) paying up any amounts for the time being unpaid on any
shares held by such members respectively;
(ii) paying up in full, unissued shares of the Company to be
allotted and distributed, credited as fully paid up, to and
amongst such members in the proportions aforesaid; or
(iii) partly in the way specified in sub-clause (i) and partly in that
specified in sub-clause (ii).
(3) A Securities Premium Account and Capital Redemption
Reserve Account may, for the purposes of this regulation,
only be applied in the paying up of unissued shares to be
issued to members of the Company and fully paid bonus
shares.
The Board shall give effect to the resolution passed by the
Company in pursuance of this regulation.
166. (1) Whenever such a resolution as aforesaid shall have been Fractional
passed, the Board shall — Certificates.
(a) make all appropriations and applications of the undivided
profits resolved to be capitalized thereby and all allotments
and issues of fully paid shares, if any, and
(b) generally to do all acts and things required to give effect thereto.

(2) The Board shall have full power -

(a) to make such provision, by the issue of fractional certificates
or by payment in cash or otherwise as it thinks fit, in case of
shares becoming distributable in fractions; and also
(b) to authorise any person to enter, on behalf of all the members
entitled thereto, into an agreement with the Company
providing for the allotment to them respectively, credited as
fully paid up, of any further shares to which they may be
entitled upon such capitalization, or (as the case may require)
for the payment by the Company on their behalf, by the
application thereto of their respective proportions, of the profits
resolved to be capitalized, of the amounts or any part of the
amounts remaining unpaid on their existing shares.
(3) Any agreement made under such authority shall be effective and

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 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.
167. (1) The books containing the minutes of the proceedings of any Inspection of
General Meetings of the Company shall be open to inspection Minutes Books of
of members without charge on such days and during such General Meetings.
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.
(2) Any member of the Company shall be entitled to be
furnished within seven days after he has made a request in that
behalf to the Company with a copy of any minutes referred
to in sub-clause hereof on payment of Rs. 10 per page or
any part thereof.
168. a) The Board shall from time to time determine whether and to Inspection of
what extent and at what times and places and under what Accounts
conditions or regulations, the accounts and books of the
company, or any of them, shall be open to the inspection of
members not being directors.

b) No member (not being a director) shall have any right of

inspecting any account or book or document of the
company except as conferred by law or authorised by the
Board or by the company in general meeting.

FOREIGN REGISTER
169. The Company may exercise the powers conferred on it by the Foreign Register.
provisions of the Act with regard to the keeping of Foreign Register
of its Members or Debenture holders, and the Board may, subject
to the provisions of the Act, make and vary such regulations as it
may think fit in regard to the keeping of any such Registers.
DOCUMENTS AND SERVICE OF NOTICES
170. Any document or notice to be served or given by the Company be Signing of
signed by a Director or such person duly authorised by the Board documents & notices
for such purpose and the signature may be written or printed to be
or served or given.
lithographed.
171. Save as otherwise expressly provided in the Act, a document or Authentication of
proceeding requiring authentication by the company may be signed documents and
by a Director, the Manager, or Secretary or other Authorised Officer proceedings.

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 of the Company and need not be under the Common Seal of the
Company.

WINDING UP
172. 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
173. Subject to provisions of the Act, every Director, or Officer or Directors’ and
Servant of the Company or any person (whether an Officer of the others right to
Company or not) employed by the Company as Auditor, shall be indemnity.
indemnified by the Company against and it shall be the duty of the
Directors to pay, out of the funds of the Company, all costs,
charges, losses and damages which any such person may incur or
become liable to, by reason of any contract entered into or act or
thing done, concurred in or omitted to be done by him in any way
in or about the execution or discharge of his duties or supposed
duties (except such if any as he shall incur or sustain through or by
his own wrongful act neglect or default) including expenses, and in
particular and so as not to limit the generality of the foregoing
provisions, against all liabilities incurred by him as such Director,
Officer or Auditor or other officer of the Company in defending
any proceedings whether civil or criminal in which judgment is
given in his favor, or in which he is acquitted or in connection
with any application under Section 463 of the Act on which relief
is granted to him by the Court.

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174. Subject to the provisions of the Act, no Director, Managing Director Not responsible for
or other officer of the Company shall be liable for the acts, receipts, acts of others
neglects or defaults of any other Directors or Officer, or for joining
in any receipt or other act for conformity, or for any loss or expense
happening to the Company through insufficiency or deficiency of
title to any property acquired by order of the Directors for or on
behalf of the Company orfor the insufficiency or deficiency of any
security in or upon which any of the moneys of the Company shall
be invested, or for any loss or damage arising from the bankruptcy,
insolvency or tortuous act of any person, company or corporation,
with whom any moneys, securities or effects shall be entrusted or
deposited, or for any loss occasioned by any error of judgment or
oversight on his part, or for any other loss or damage or misfortune
whatever which shall happen in the execution of the duties of his
office or in relation thereto, unless the same happens through his
own dishonesty.

SECRECY
175. (a) Every Director, Manager, Auditor, Treasurer, Trustee, Secrecy
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 Access to property
entitled to enter the property of the Company or to inspect or information etc.
examine the Company's premises or properties or the books of
accounts of the Company without the permission of the Board
of Directors of the Company for the time being or to require
discovery of or any information in respect of any detail of the
Company's trading or any matter which is or 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.

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 SECTION X- OTHER INFORMATION

MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION

The following contracts (not being contracts entered into in the ordinary course of business carried on by our
Company or contracts entered into more than two (2) years before the date of filing of this Draft Red Herring
Prospectus) which are or may be deemed material have been entered or are to be entered into by our Company.
These contracts, copies of which will be attached to the copy of the Draft Red Herring Prospectus to be
delivered to the RoC for filing and the documents for inspection referred to hereunder, may be inspected at
the Registered office: Plot No-A-1/87, Third Floor, Sewak Park, Uttam Nagar, West Delhi, Delhi- 110059,
India, India from the date of filing this Draft Red Herring Prospectus with RoC to Issue Closing Date on
working days from 10.00 a.m. to 5.00 p.m.

MATERIAL CONTRACTS

1. Issue Agreement/ Memorandum of Understanding dated June 09, 2025, between our company and the
Book Running Lead Manager.
2. Agreement dated June 09, 2025, between our company and the Registrar to the Issue.
3. Banker to the Issue Agreement dated [●] among our Company, the Book Running Lead Manager, The
Banker to the Issue/Public Issue Bank/Sponsor Bank, and the Registrar to the Issue.
4. Underwriting Agreement dated [●] between our company and the Underwriters.
5. Market making Agreement dated [●] between our company, the Book Running Lead Manager and the
Market Maker.
6. Agreement among NSDL, our company and the registrar to the issue dated January 31, 2025.
7. Agreement among CDSL, our company and the registrar to the issue dated November 05, 2024.

MATERIAL DOCUMENTS FOR THE ISSUE

1. Certified true copy of Certificate of Incorporation, the Memorandum of Association and Articles of
Association of our Company, as amended.
2. Resolutions of the Board of Directors dated May 19, 2023, in relation to the Issue and other related
matters.
3. Shareholders’ resolution dated May 23, 2025, in relation to the Issue and other related matters.
4. Consents of Directors, Company Secretary and Compliance Officer, Chief Financial Officer, Statutory
Auditors, Practicing Company Secretary, Book Running Lead Manager, Registrar to the Issue, Peer
review Auditor, Legal Advisor, Banker to the Issue, Underwriter to the Issue and Market Maker to act
in their respective capacities.
5. Peer Review Auditors Report dated June 02, 2025 on Restated Financial Statements of our Company
for the years ended March 31, 2025, 2024 and 2023.
6. The Report dated July 09, 2025, from the Peer Reviewed Auditors of our Company, confirming the
Statement of Possible Tax Benefits available to our Company and its Shareholders as disclosed in this
Draft Red Herring Prospectus.
7. The Secretarial Due Diligence Report dated July 11, 2025, by M/s Shubham Sinha & Associates,
Practicing Company Secretaries having COP number 26884 confirming the secretarial compliances
status as included in this Draft Red Herring Prospectus.
8. The Report dated July 14, 2025, by Legal Advisor to the Company confirming status of Outstanding
Litigation and Material Development.
9. Copy of approval from NSE Emerge vide letter dated [●] to use the name of NSE in this offer document

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 for listing of Equity Shares on Emerge Platform of NSE.
10. The Report dated June 03, 2025, by Dun & Bradstreet Information Services India Private Limited on
“Report on Recycling Industry (Focus on Paper Recycling)”
11. Due Diligence Certificate including site visit report submitted to SEBI dated July 14, 2025 from Book
Running Lead Manager to the Issue.

Any of the contracts or documents mentioned in this Draft Red Herring Prospectus may be amended or
modified at any time if so required in the interest of our Company or if required by other parties, without
reference to the shareholders subject to compliance of the provisions contained in the Companies Act and
other relevant statutes.

This space has been left blank intentionally.

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 SECTION XI - DECLARATION

I, hereby declare that, all the relevant provisions of Companies Act, 2013 and the 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 Exchange Board of India Act, 1992, as the case may be, have been
complied with no statement made in the Draft Red Herring Prospectus is contrary to the provisions of the
Companies Act, 2013, the Securities and Exchange Board of India Act, 1992 or rules made there under or
regulations/guidelines issued, as the case may be. We further certify that all the statements made in this Draft
Red Herring Prospectus are true and correct.

Signed by the Directors of our Company

S. No. Name Category Designation Signature

1. Manish Goyal Executive Director & CEO Sd/-

2. Govind Rai Garg Executive Director & CFO Sd/-

3. Pallav Singal Executive Director Sd/-

4. Vivinprasath Devaraj Executive Director Sd/-

Non-
5. Charu Jora Director Sd/-
Executive
Non-
6. Komal Goel Independent Director Sd/-
Executive
Non-
7. Mohit Garg Independent Director Sd/-
Executive
Non-
8. Mahender Singh Tanwar Independent Director Sd/-
Executive

Signed by the “Chief Financial Officer” and “Company Secretary and Compliance Officer”

Company Secretary and

9. Richa Anand Full-time Sd/-
Compliance Officer

Place: Gurgaon
Date: July 16, 2025

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